UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 20202022 or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 1-8002
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its charter)
Delaware04-2209186
(State of incorporation)(I.R.S. Employer Identification No.)
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueTMONew York Stock Exchange
2.150% Notes due 2022TMO 22ANew York Stock Exchange
0.750% Notes due 2024TMO 24ANew York Stock Exchange
0.125% Notes due 2025TMO 25BNew York Stock Exchange
2.000% Notes due 2025TMO 25New York Stock Exchange
3.200% Notes due 2026TMO 26BNew York Stock Exchange
1.400% Notes due 2026TMO 26ANew York Stock Exchange
1.450% Notes due 2027TMO 27New York Stock Exchange
1.750% Notes due 2027TMO 27BNew York Stock Exchange
0.500% Notes due 2028TMO 28ANew York Stock Exchange
1.375% Notes due 2028TMO 28New York Stock Exchange
1.950% Notes due 2029TMO 29New York Stock Exchange
0.875% Notes due 2031TMO 31New York Stock Exchange
2.375% Notes due 2032TMO 32New York Stock Exchange
3.650% Notes due 2034TMO 34New York Stock Exchange
2.875% Notes due 2037TMO 37New York Stock Exchange
1.500% Notes due 2039TMO 39New York Stock Exchange
1.875% Notes due 2049TMO 49New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes   No  
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes   No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes   No 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.      Large accelerated filer ☒             Accelerated filer              Non-accelerated filer Smaller reporting company         Emerging growth company 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 
As of June 26, 2020,July 1, 2022, the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $138,639,543,000$214,582,365,000 (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on June 26, 2020)July 1, 2022).
As of February 6, 2021,4, 2023, the Registrant had 393,793,362385,430,077 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Sections of Thermo Fisher’s definitive Proxy Statement for the 20212023 Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report.




THERMO FISHER SCIENTIFIC INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
2022
TABLE OF CONTENTS
Page
PART I
PART II
PART III
PART IV

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PART I

Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; the expected impact of the COVID-19 pandemic on the company’s business; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report. A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “Risk Factors” in Part I, Item 1A.
Item 1.    Business
General DevelopmentDescription of Business
Thermo Fisher Scientific Inc. (also referred to in this document as “Thermo Fisher,” “we,” the “company,” or the “registrant”) is the world leader in serving science. Our Mission is to enable our customers to make the world healthier, cleaner and safer. We serve more than 400,000 customers working in pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial, research and development, quality and process control settings. Our global team of more than 80,000 colleagues delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and Patheon.PPD.
We continuously increase our depth of capabilities in technologies, softwareacross our broad portfolio of innovative products and services and leverage our extensive global channels to address our customers’ emerging needs. We do this through organic investments in research and development, capacity, and through acquisitions. Our goal is to makeenable our customers to be more productive in an increasingly competitive business environment and enableenabling them to solveadvance their challenges, from complex research to improved patient care, environmental and process monitoring, and consumer safety.
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; the expected impact of the COVID-19 pandemic on the company’s business; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.
A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “Risk Factors” in Part I, Item 1A.work.
Business Segments and Products
We report our business in four segments – Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Biopharma Services.
In 2020, we worked with our customers to respond to the COVID-19 pandemic. This important work crossed many of the business segments we describe below. Very early in the year, cryo-electron microscopes made by our Analytical Instruments business were used by researchers to create the first 3D image of the virus. Through our Research and Safety Market Channel and Healthcare Market Channel we were a critical supplier of personal protective equipment (PPE), leveraging our strong relationships to secure these products when supplies were scarce. Through our Life Sciences Solutions, Specialty Diagnostics and Laboratory Products businesses, we enabled widespread COVID-19 testing, creating a leading molecular diagnostic business in just a few months to support hundreds of millions of polymerase chain reaction (PCR) tests around the world. And through our Pharma Services business, we provided our pharma and biotech customers with the set of products and services they needed to develop and produce vaccines and therapies.
Life Sciences Solutions Segment
Through our Life Sciences Solutions segment, we provide 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,
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Business (continued)
healthcare, academic, and government markets. Life Sciences Solutions includes four primary businesses – Biosciences, Genetic Sciences, Clinical Next-Generation Sequencing, and BioProduction.
Biosciences
Our biosciences business includes reagents, instruments and consumables that help our customers conduct biological and medical research in areas such as molecular biology and protein biology, discover new drugs and vaccines, and diagnose infection and disease, such as COVID-19.
Our biosciences offerings include:
Reagents, instruments, and consumables used for protein biology, molecular biology, sample preparation and cell imaging and analysis. The portfolio includes antibodies and products for protein purification, detection, modification, and analysis; and sequencing, detection and purification products used for high content analysis of nucleic acids. Many of these products are also used in applied markets, including agriculture, forensics, diagnostics product development, toxicology research and diagnostic testing.
Tools used for genetic engineering, amplification, quantification and analysis as well as RNA isolation, including stem cell reprogramming kits, transfection reagents, RNA interference reagents, along with gene editing tools and gene synthesis products.
Cell culture media, reagents, and plastics for preserving and growing mammalian cells which are used in many life science research applications.
Fluorescence-based technologies, which facilitate the labeling of molecules for biological research and drug discovery. These technologies include a wide range of cell analysis instruments, including flow cytometers and imaging platforms that enable fluorescence microscopy.
Protein analysis products, including pre-cast electrophoresis gels for separating nucleic acids and proteins, and western blotting and staining tools.
Genetic Sciences
disease. Our genetic sciences business combines a wide variety of instruments and related reagents used to provide high-value genomic solutions to assist customer decisions in the research, clinical, healthcare and applied markets.
Our offerings include real-time PCR technology used to identify changes in gene expression, genotyping or proteins on an individual gene-by-gene basis and for diagnostic testing to identify infection and disease such as COVID-19; capillary electrophoresis (CE) sequencing, a core technology used in DNA sequencing and fragment analysis and forensic analysis applications; and microarray technology, used in gene expression, genotyping and reproductive health.
Our genetic analyzers served as the foundational platform used to sequence the first human genome. These systems are used in a variety of basic, commercial and clinical research applications.
Clinical Next-Generation Sequencing
Our clinical next-generation sequencing (NGS) business focuses on delivering simple, fast and cost-effective NGS technology for a range of applications. The business is focusedapplications with a particular focus on targeted sequencing solutions for research use, the application of NGS in oncology and companion diagnostics.
BioProduction
oncology. Our bioproduction business supports developers and manufacturers of biological-based therapeutics and vaccines with a portfolio of premium solutions and services focused on upstream cell
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culture, downstream purification, analytics for detection and quantitation of process/product impurities, and a suite of single-use solutions spanning the biologics workflow.
Our bioproduction offerings include:
Single-use bioproduction solutions that provide our customers with faster turnaround and set-up times, minimal validation requirements, reduced investment and running costs, and increased flexibility of manufacturing capacity.
Production cell culture media solutions, which are used by leading biotechnology and pharmaceutical companies to grow cells in controlled conditions and enable large scale cGMP (Current Good Manufacturing Practices) manufacturing of drugs and vaccines. We also provide our customers with the associated services to optimize the productivity of these production platforms.
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Chromatography products, which deliver superior capacity and resolution for process-scale bioseparations, and offer a broad set of scalable options for the purification of antibodies, antibody fragments and proteins.
Rapid molecular products that deliver accurate results in less than four hours for contaminant detection, identification and quantitation.
Scalable solutions for the manufacture of cell therapy based drugs.
Our Doe & Ingalls offerings include chemical distribution and supply chain services that provide primarily life science manufacturers with reliable, secure supply chains for their chemical raw materials.
Analytical Instruments Segment
Through our Analytical Instruments segment, we provide a broad offering of instruments and the supporting consumables, software and services that are used for a range of applications in the laboratory, on the production line and in the field.applications. 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. This segment includes three primary businesses – Chromatography and Mass Spectrometry, Chemical Analysis, and Materials and Structural Analysis.
Chromatography and Mass SpectrometryElectron Microscopy.
Our chromatography and mass spectrometry (MS) business develops and provides analytical instrumentation for organic and inorganic sample analysis across both applied technologies and life sciencescientific research. These products are complemented by laboratory information management systems (LIMS); chromatography data systems (CDS); database analytical tools; automation systems; a range of consumables, such as a full line of chromatography columns; and a range of sample preparation and separation products including auto-samplers and multiplexing systems.
Chromatography is a technique for separating, identifying and quantifying individual chemical components of substances based on their specific physical and chemical characteristics. Our chromatography product line includes high performance liquid chromatography, ion chromatography and gas chromatography systems, all of which are supported by our Chromeleon chromatography data system software.
Liquid Chromatography (LC) Systems analyze complex sample matrices in liquids. Our high-pressure liquid chromatography (HPLC) and ultrahigh pressure liquid chromatography (UHPLC) systems offer high throughput and sensitivity and are sold either as stand-alone systems or integrated with our mass spectrometers (LC/MS and LC/MS/MS). These systems are used for a range of applications, from complex proteomic analyses to routine industrial quality assurance and quality control (QA/QC).
Ion Chromatography (IC) Systems separate ionic (charged) or highly polar molecules (e.g., sugars and carbohydrates), usually found in water-based solutions, and typically detect them based on their electrical conductivity. Our IC products are used in a wide range of applications, including scientific research, and environmental testing, as well as quality control in pharmaceutical, food and beverage, and other industrial processes.
Gas Chromatography (GC) Systems analyze complex sample matrices in gases, comprising both separation and detection technology. Separation technology is common to all gas chromatography analyzers, and is paired with either a conventional detector (GC) or with different types of mass spectrometers (GC/MS). Our GC/MS offering includes a triple stage quadrupole, a single stage quadrupole, an Orbitrap, and an ion trap, for a range of applications, including food safety testing, quantitative screening of environmental samples, and complex molecular analyses.
Elemental Analysis Spectrometers use atomic spectroscopy techniques to identify trace concentrations of elements in liquid and solid samples primarily in environmental, petrochemical, food safety, metallurgical, geochemical and clinical/toxicology research applications. These products are widely used in growth markets such as China, India and Latin America to support compliance with increasingly stringent international environmental and consumer safety regulations.
Mass spectrometry is a technique for analyzing chemical compounds, individually or in complex mixtures, by forming charged ions that are then analyzed according to their mass-to-charge ratios. In addition to molecular information, each discrete chemical compound generates a pattern that provides structurally identifiable information. Our comprehensive offering includes life sciences mass spectrometry systems; and inorganic mass spectrometry systems; as well as a range of sample preparation and separation products including auto-samplers and multiplexing systems.
Life Sciences Mass Spectrometers include triple quadrupole and Orbitrap technologies. Our triple quadrupole systems provide high performance quantitative analysis of chemicals in biological fluids, environmental samples and food
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Business (continued)
matrices. They are also used by the pharmaceutical industry for targeted quantitation during drug discovery. Our Orbitrap technologies provide high resolution and accurate mass capabilities for both research and applied markets and are well suited for drug metabolism, proteomics, environmental analysis, food safety, toxicology and clinical research applications. We also offer a comprehensive portfolio of instrument control and data analysis software to help customers simplify their workflows and obtain knowledge from often complex data.
Inorganic Mass Spectrometers include four product lines: isotope ratio mass spectrometry (IRMS); multi-collector isotope ratio mass spectrometry (MC/IRMS); inductively coupled plasma mass spectrometry (ICP/MS); and high resolution trace mass spectrometry (HR Trace/MS). These products are primarily used for qualitative and quantitative analysis of inorganic matter in a range of applications, including environmental analysis, materials science and earth sciences.
Chemical Analysis
Our chemical analysis products fall into three main categories: materialsproduction, process and minerals instruments;analytics; field and safety instruments; and environmental and process instruments. Customers use these products to quickly and accurately analyze the composition of materials to optimize workflows primarily in industrial applications or to help them comply with governmental regulations and industry safety standards. Our product lines range from those used on production lines to improve quality and efficiency, to portable systems for rapid and real-time chemical identificationelectron microscopy business serves customers in the field or to analyze, measure or respond to hazardous situations.
Materials and Minerals Instruments include production line process monitoring, and control systems for a range of industrial applications. For example, we offer on-line instruments that analyze bulk materials non-invasively and in real time to improve quality control and ensure safe operation in a mine or cement manufacturing plant, as well as systems that enable high-speed weighing during bulk materials handling. We also offer gauging systems that employ ionizing and non-ionizing technologies to measure the total thickness, basis weight and coating thickness of flat-sheet materials, such as steel, plastics, foil, rubber and glass. We also offer on-line analyzers based on a variety of technologies such as X-ray imaging and ultra-trace chemical detection, to inspect packaged goods for physical contaminants, validate fill quantities, or check for missing or broken parts on-line and at high speeds in the food and beverage, pharmaceutical production and packaging industries to maintain safety and quality standards.
Field Safety Instruments are rugged handheld products that provide rapid, precise, real-time analysis at the point of need. Our main product categories are elemental analyzers, optical analyzers and radiation detection instruments. Our portable elemental analyzers use X-ray fluorescence (XRF) or Laser-induced breakdown spectroscopy technologies in QA/QC applications, to identify metal alloys in scrap metal recycling; in precious metals analysis; in environmental analysis; and for lead screening in a range of consumer products. Our portable optical analyzers utilize Raman, Fourier transform infrared (FTIR) and near-infrared (NIR) technologies for use in the field by first responders, and law enforcement and military personnel who need to quickly and accurately identify chemicals and explosives in critical safety and security situations. Other applications include QA/QC in pharmaceutical production and identification of counterfeit drugs. Our radiation measurement products are used to monitor, detect and identify specific forms of radiation in nuclear power, environmental, industrial, medical, and security applications. Our primary customers include national, regional, and local government agencies responsible for monitoring cargo, vehicles and people traveling across borders. These products are also used by first-responders in safety and security situations, and for worker safety in the nuclear power and other industrial markets.
Environmental and Process Instruments include fixed and portable instrumentation that help our customers protect people and the environment as well as comply with government regulations and industry safety standards. Our products are used by environmental regulatory agencies and power plant operators to measure ambient air, and stack gas emissions for compliance with regulated emissions standards for criteria pollutant gases. Our products are also used in ambient particulate monitoring applications by customers in mining environments to provide continuous measurements and logging of real-time concentrations and median particle sizes of airborne dust, smoke, mist and fumes to improve efficiency and increase worker safety.
In addition to our broad product offerings, we offer a variety of specialized services to our customers, including equipment servicing, instrument calibration services, asset management and training.
Materials and Structural Analysis
Our materials and structural analysis business includes electron microscopy, molecular spectroscopy and laboratory elemental analysis instruments that are used by customers in life sciences, materials sciences and industrial markets to accelerate breakthrough discoveries.
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Electron Microscopy Instruments include transmission electron microscopes which provide imaging and characterization at the atomic scale, with applications in semiconductor development, materials science research and the characterization of protein structure and function. We also offer scanning electron microscopes which resolve features from the optical regime down to the nanometer length scale and are used for a wide variety of applications from materials characterization in science, and engineering to applications in natural resources, manufacturing, and biological systems. Our DualBeam focused ion beam-scanning electron microscope systems are used for sample preparation, 3D characterization, nanoprototyping, and industrial failure analysis. Our focused ion beam microscopes are used in a range of process control, failure analysis, and materialssemiconductor markets providing integrated workflows that power research applications. We also offer electrical failure analysis instruments which are used in root cause failure analysis and quality control, microCT instruments which are micro-computed tomography solutions for quantitative analysis of a broad range of materials, providing 3D visualization of large volumes non-destructively and 3D visualization software that turns the data and images generated by a broad range of instruments into 3D visualizations of the microscopic sample, allowing quantitative analysis of material properties.
Molecular Spectroscopy Instruments are divided into four primary techniques: FTIR, Raman, NIR and ultraviolet/visible (UV/Vis) spectroscopy. These technologies are typically used in the laboratory to provide information on the structure of molecules to identify, verify and quantify organic materials in pharmaceutical, biotechnology, polymer, chemical, and forensic sciences. Our material characterization instruments include rheometers and extruders that measure viscosity, elasticity, processability, and temperature-related mechanical changes of various materials. We also provide a range of surface analysis instruments commonly used in the semiconductor, metals, coatings, and polymer industries as a product development and failure analysis tool.
Laboratory Elemental Analysis Instruments and analyzers use X-ray fluorescence (XRF), X-ray diffraction (XRD), and arc spark optical emission (OES) techniques for accurate and precise analysis of bulk materials in the metals, cement, minerals, and petrochemicals industries.production solutions.
Specialty Diagnostics Segment
Our Specialty Diagnostics segment offers a wide range of diagnostic test kits, reagents, culture media, instruments and associated products in order 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 efficientcost-efficient manner. This segment has five primary businesses – Clinical Diagnostics, ImmunoDiagnostics, Microbiology, Transplant Diagnostics and our Healthcare Market Channel.
Clinical Diagnostics
Our clinical diagnostics products include a broad offering of liquid, ready-to-use and lyophilized immunodiagnostic reagent kits, calibrators, controls and calibration verification fluids. In particular, we provideSuch products are used for, COVID-19among other things, drugs-of-abuse testing, drugs-of-abuse testing; therapeutic drug monitoring, including immunosuppressant drug testing; thyroid hormone testing;testing, serum toxicology; clinical chemistry; immunology; hematology; coagulation; glucose tolerance testing;toxicity, first trimester screening;screening, and tumor markers testing; and biomarkers testing for sepsis, acute myocardial infarction and congestive heart failure. We also private label many of our reagents and controls for major in vitro diagnostics companies through OEM arrangements. In many instances, we will work with customers or partners to develop new products and applications for their instrument platforms.
We have developed one of the broadest menus for drugs-of-abuse immunoassays. We also provide a broad offering of immunosuppressant drug immunoassays that can be used on a variety of clinical chemistry analyzers.
Our clinical chemistry systems include analyzers and reagents to analyze and measure routine blood and urine chemistry, such as glucose and cholesterol; and advanced testing for specific proteins, therapeutic drug monitoring and drugs-of-abuse. Our diagnostic test range currently covers approximately 80 different validated methods. We also provide pre- and post-analytical automation for preparation of blood specimens before and after analysis, and specialty diagnostic tests based on patented biomarkers for sepsis, cardiovascular and pulmonary diseases, as well as intensive care treatments and prenatal screening.
ImmunoDiagnostics
testing. Our immunodiagnostics offerings include developing, manufacturing and marketing complete blood-test systems to support the clinical diagnosis and monitoring of allergy, asthma and autoimmune diseases. In addition, we offer antibody tests for approximately 20 indications to help diagnose autoimmune diseases such as rheumatoid arthritis, celiac disease, lupus and scleroderma. Our products include ImmunoCAP for allergy and asthma tests and EliA for autoimmunity tests.
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Business (continued)
Microbiology
Our microbiology offerings include dehydrated and prepared culture media, collection and transport systems, instrumentation and consumables to detect pathogens in blood, diagnostic and rapid direct specimen tests, quality-control products and associated products for the microbiology laboratory. Our products help customers worldwide to diagnose infectious disease; determine appropriate antimicrobial therapy; implement effective infection control programs; and detect microbial contamination of their products or manufacturing facilities.
Within the food and pharmaceutical industries, our products are used to assure the safety and quality of consumer products by monitoring production environments; raw materials and end products for bacterial contamination; and animal health in the dairy industry.
Transplant Diagnostics
Our transplant diagnostics products include human leukocyte antigen (HLA) typing and testing for the organ transplant market. Our diagnostic tests are used by transplant centers for tissue typing, primarily to determine the compatibility of donors and recipients pre-transplant, and to detect the presence of antibodies post-transplant that can lead to transplant rejection. These transplant diagnostic tests are widely used across the transplant-testing workflow to improve patient outcomes. Our transplant diagnostic offerings include several lines of HLA typing and antibody detection assays utilizing serological, molecular, enzyme-linked immunosorbent assays (ELISA), flow, and multiplexing technologies.
Healthcare Market Channel
Our healthcare market channel offerings include a broad array of consumables, diagnostic kits and reagents, equipment, instruments, solutions and services for hospitals, clinical laboratories, reference laboratories, physicians’ offices and other clinical testing facilities. These products are manufactured by Thermo Fisher and third parties and are primarily used in clinical diagnosis. We go to market through our expert sales force, segment-relevant printed collateral and digital content, and a state-of-the-art website, www.fishersci.com/healthcare, containing full product content for more than 1.5 million products.
Laboratory Products and Biopharma Services Segment
Our Laboratory Products and Biopharma Services segment 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 efficient, productive and cost effective.cost-effective. The segment also includes a comprehensive offering of outsourced services used by the pharmaceutical and biotech industries for drug development, clinical research, clinical trials logisticsservices and commercial drug manufacturing. We serve the pharmaceutical, biotechnology, academic, medical device, government and other research and industrial markets, as well as the clinical laboratory market through fourfive key businesses: Laboratory Products, Laboratory Chemicals, Research and Safety Market Channel, Pharma Services and Pharma Services.
Laboratory ProductsClinical Research.
Our laboratory products are used primarily by pharmaceutical companies for life science research and drug discovery and development and by biotechnology companies and universities for life science research to advance the prevention and cure of diseases and enhance quality of life. This offering consists of equipment, accessories, and services for sample preparation, storage and protection, and analysis:
Laboratory Equipment Technologies includes our leading laboratory refrigerators and freezers, ultralow-temperature freezers and cryopreservation storage tanks for maintaining samples in a cold environment to protect them from degradation.We also offer temperature control products such as heated bath circulators, immersion coolers, recirculating chillers, water baths, and dry baths in a range of sizes, temperatures and configurations for life science, analytical chemistry, manufacturing and quality-control applications. In addition, we offer sample preparation and preservation equipment, which protects our customers’ chemical and biological samples and supports the growth of cells and organisms in optimal conditions such as temperature, carbon dioxide and humidity as well as incubators and related products. We also offer centrifugation products, which are used to separate biological matrices and inorganic materials, including microcentrifuges, general use bench-top centrifuges and floor models. Additionally, we offer biological safety cabinets, which enable technicians to handle samples without risk to themselves or their environment and without risk of cross-contamination of samples.
Water and Laboratory Products include water analysis instruments such as meters, electrodes and solutions for the measurement of pH, ions, conductivity, dissolved oxygen, turbidity and other key parameters in the lab and production line. We also offer other laboratory equipment such as water purification systems, shakers, vacuum concentrators, microbiological incubators, ovens, furnaces, hotplates, stirrers, stirring hotplates, and other related products.
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Laboratory Plastics Essentials include a leading offering of laboratory pipette tips and a complementary range of handheld and automated pipetting systems, supporting low-through high-throughput activity. These products optimize productivity and ergonomics, and ensure accurate results. We also offer sample preparation and storage products such as centrifugation consumables as well as vials and organization systems for ultralow temperature and cryogenic storage, with specific products designed for low protein binding and low DNA binding and containers for packaging life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients. Additionally, our offerings include a complete selection of clinical specimen collection products, drug-of-abuse collection kits and environmental and food-safety glass and plastic vials, bottles and containers, plastic transfer pipettes, general purpose clinical laboratory consumables and containers for breast milk collection, storage and feeding primarily used in neo-natal units and by lactation specialists. We also provide OEM and custom kit assembly services for clinical and drugs-of-abuse test kits.
Laboratory Chemicals
Our laboratory chemicals offering comprises a broad range of chemicals, solvents and reagents supporting virtually every laboratory application – from research toand drug discovery andto development and manufacturing. This portfolio includes organic chemicals used to synthesize new materials; essential laboratory chemicals used by scientists to purify, extract, separate, identify and manufacture products; high-purity analytical reagents, bioreagents used in many different applications, from cell growth to detailed protein analysis; novel chemical building blocks, reactive intermediates and screening libraries used to accelerate drug discovery; and precious metals, salts and solutions used in a broad range of applications where highly specific reactions are desired.We provide bulk volumes of many products for scale-up from research to development and customized services for chemical procurement, processing, production, testing, and packaging.
Research and Safety Market Channel
Our research and safety market channel serves academic, pharmaceutical, biotechnology, government and industrial customers. We go to market through our expert sales force, segment-relevant printed collateral and digital content in four languages, a state-of-the-art website, www.fishersci.com, containing full product content for more than 1.5 million products, and our global network of resellers and distributors.
We have an international network of warehouses in our primary markets through which we maintain inventory and coordinate product delivery. With specialized product vaults and warehouse management systems, we are able to handle the complete range of products we offer to our customers. Our transportation capabilities include our dedicated fleet of delivery vehicles as well as parcel shipping capabilities that are closely integrated with our third-party parcel carriers. Throughout the product delivery process, we provide our customers with convenient access to comprehensive electronic systems that offer automated catalog search, product order and invoicing, and payment capabilities.
Our channel offers a mix of products that are manufactured by Thermo Fisher, by third parties for us on a private-label basis, and by third parties under their brandbrands but offered for sale exclusively through us. We also offer a broad range of third-party products representing leading industry brand names on a non-exclusive basis.
Our research products include a complete offering of laboratory products, ranging from capital equipment and instruments to chemicals to consumable products. Our safety products include clean-room and controlled-environment supplies, personal protective equipment, firefighting, military, and first responder equipment and supplies, and environmental monitoring and sampling equipment. Our education products include science-related and laboratory products for the K-12 and secondary education markets.
In addition to our broad product offerings, we offer a variety of specializedpharma services to our customers through our Unity Lab Services team, including training, equipment servicing and asset management, and dedicated supply management personnel. We also offer scientific support services including desktop delivery, coordination of instrument calibration and service, and on-site customer service.
Pharma Services
We providebusiness provides the entire spectrum of development, manufacturing and clinical trials services for both small-molecule and large-molecule pharmaceuticals. This includes i) development of a suitable formulation and manufacturing process for the active pharmaceutical ingredient (API) or biologic; ii) technology transfer to scale up the manufacturing; iii) labeling, packaging, distribution and logistics forOur clinical trials; and iv) commercial scale manufacturing and packaging.
Drug Substance Services - Our service offerings address small molecules, produced through chemical synthesis, and large molecules such as antibodies and proteins produced through mammalian cell culture. We provideresearch business offers comprehensive, integrated clinical development and manufacturinganalytical services for small molecule APIsincluding all phases of development (i.e., Phases I-IV), peri- and post-approval and site and patient access services.
During 2022, the biologically active componentLife Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business continued to support COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the on-going COVID-19 pandemic. The biosciences, bioproduction and laboratory equipment and consumables businesses also leveraged their capacity to meet the needs of pharmaceutical productspharma and biotech customers as they
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under current goodrapidly expanded their own production volumes to meet global vaccine manufacturing practice (cGMP) conditions from early developmentrequirements. Additionally, through commercial production.
Drug Product Services - We manufacture both small-moleculeour pharma services business, we provided our pharma and large-molecule products forbiotech customers in conventionalwith the services they needed to develop and specialized dosage forms. We differentiate ourselves by our breadth of dosage formsproduce vaccines and specialized capabilities in both oral solid and sterile dosage forms. We provide a wide spectrum of advanced formulation, production and technical services and scientific expertise and solutions, from the early stages of a product’s development to regulatory approval and commercial scale production.
Clinical Trials Services - We provide global services for pharmaceutical and biotechnology companies engaged in clinical trials, including comparator sourcing; specialized packaging; over-encapsulation; multi-lingual and specialized labeling and distribution for phase I through phase IV clinical trials; biological-specimen management and biobanking services; specialty pharmaceutical logistics; and clinical supply-chain planning and management.
Viral Vector Services - We provide a full-range of viral vector development and manufacturing services for customers developing and commercializing gene and cell therapies including process development, optimization, scale-up, analytical development and qualification of viral vectors for commercial manufacturing. Our breadth of vector platform includes the five most widely used virus types, providing extensive coverage across the gene and cell therapy landscape.globally.
Sales and Marketing
We market and sell our products and services through a direct sales force, customer-service professionals, electronic commerce and third-party distributorsdistributors. Our global team delivers a combination of innovative technologies, purchasing convenience and various catalogs.
We offer our products andpharmaceutical services through leadingour industry-leading brands, including:
Theincluding Thermo Scientific, brand offers customers in research, diagnostics, industrial, and applied markets a complete range of high-end analytical instruments as well as laboratory equipment, software, services, consumables and reagents. Our portfolio of products includes innovative technologies for mass spectrometry, chromatography, elemental analysis, electron microscopy, molecular spectroscopy, sample preparation, informatics, chemical research and analysis, cell culture, bioprocess production, cellular, protein and molecular biology research, allergy testing, drugs-of-abuse testing, therapeutic drug monitoring testing, microbiology, as well as environmental monitoring and process control.
The Applied Biosystems, brand offers customers in research, clinical and applied markets integrated instrument systems, reagents, and software for genetic analysis. Our portfolio includes innovative technologies for genetic sequencing and real-time, digital and end point PCR, that are used to determine meaningful genetic information in applications such as COVID-19 testing, cancer diagnostics, human identification testing, and animal health, as well as inherited and infectious disease.
The Invitrogen, brand offers life science customers a broad range of consumables and instruments that accelerate research and ensure consistency of results. Our portfolio of products includes innovative solutions for cellular analysis and biology, flow cytometry, cell culture, protein expression, synthetic biology, molecular biology and protein biology.
Fisher Scientific, is our channels brand, offering customers a complete portfolio of laboratory equipment and consumables, chemicals, supplies and services used in scientific research, healthcare, safety, and education markets. These products are offered through an extensive network of direct sales professionals, segment-relevant printed collateral and digital content, a state-of-the-art website, and supply-chain management services.
Unity Lab Services, is our instrumentPatheon and equipment services brand, offering a complete portfolio of services from enterprise level engagements to individual instruments and laboratory equipment, regardless of the original manufacturer. Through our network of world-class service and support personnel, we provide services that are designed to help our customers improve productivity, reduce costs, and drive decisions with better data.
Patheon is our contract development and manufacturing brand, representing the comprehensive offering of services that we provide to customers ranging from small biotech to large pharmaceutical companies. We support our customers’ development of innovative medicines, including biologics, gene therapies and vaccines. By leveraging our expanding global network of facilities, we deliver high-quality services at all stages of the drug lifecycle, from discovery to development through clinical trials and commercial manufacturing.
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Business (continued)
PPD.
We have approximately 13,00015,000 sales personnel including highly trained technical specialists who enable us to better meet the needs of our more technical end-users. We also provide customers with product standardization and other supply-chain-management services to reduce procurement costs.
New Products and Research and Development
Our business includes the development and introduction of new products and may include entry into new business segments. We anticipate that we will continue to make significant expenditures for research and development as we seek to provide a continuing flow of innovative products to maintain and improve our competitive position.
Resources
Raw Materials
Our management team believes that we have a readily available supply of raw materials for all of our significant products from various sources. We do not anticipate any difficulties obtaining the rawNo single supplier is material, although for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design, certain materials essential to our business.components may be sourced from a single supplier or a limited number of suppliers that can readily provide such materials or components.
Raw material and fuel prices are subject to fluctuations due to market conditions. We employ many strategies, including the use of alternative materials, to mitigate the effect of these fluctuations on our results.
Patents, Licenses and Trademarks
Patents are important in many aspects of our business. No particular patent, or related group of patents, is so important, however, that its loss would significantly affect our operations as a whole. Where appropriate, we seek patent protection for inventions and developments made by our personnel that are incorporated into our products or otherwise fall within our fields of interest. Patent rights resulting from work sponsored by outside parties do not always accrue exclusively to the company and may be limited by agreements or contracts.
We protect some of our technology as trade secrets and, where appropriate, we use trademarks or register trademarks used in connection with products. We also enter into license agreements with others to grant and/or receive rights to patentsintellectual property rights.
All trademarks, trade names, product names, graphics and know-how.logos of Thermo Fisher contained herein are trademarks or registered trademarks of Thermo Fisher or its subsidiaries, as applicable, in the United States and/or other countries. Solely for convenience, we may refer to trademarks in this Annual Report on Form 10-K without the ™ and ® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks. To the extent other trademarks appear in this Annual Report on Form 10-K, they are the property of their respective owners.
Seasonal Influences
Revenues in the fourth quarter are historically stronger than in other quarters due to the capital spending patterns of industrial, pharmaceutical and government customers. Sales of seasonal products, such as COVID-19, allergy and flu tests and related diagnostic products, vary quarter to quarter and year to year based on the severity and duration of each period’s flu season. Sales of allergy tests vary quarter to quarter and year to year based on the severity and duration of each period’s airborne pollen allergens.
Government Contracts
Although the company transacts business with various government agencies, no government contract is of such magnitude that a renegotiation of profits or termination of the contract at the election of the government agency would have a material adverse effect on the company’s financial results.year.
Competition
The company encounters aggressive and able competition in virtually all of the markets we serve. Because of the diversity of our products and services, we face many different types of competitors and competition. Our competitors include a broad range of manufacturers, third-party distributors and third-party distributors.service providers. Competitive climates in many of the markets we serve are characterized by changing technology and customer demands that require continuing research and development. Our success primarily depends on the following factors:
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technical performance and advances in technology that result in new products and improved price/performance ratios;
product differentiation, availability and reliability;
the depth of our capabilities;
our reputation among customers as a quality provider of products and services;
customer service and support;
active research and application-development programs; and
relative prices of our products and services.
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Business (continued)
Government Regulation
Environmental Regulations
We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States and other countries. U.S. federal environmental legislation that affects us includes the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, and the Comprehensive Environmental Response Compensation and Liability Act (CERCLA). We are also subject to regulation by the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The United States Environmental Protection Agency (USEPA), OSHA, and other federal agencies have the authority to promulgate regulations that have an effect on our operations.
In addition to these federal activities,laws and regulations, various states have been delegated certain authority under the aforementioned federal statutes as well as havingand have authority over these matters under state laws. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements.
A number of our operations involve the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws. Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses.
Our expenses for environmental requirements are incurred generally for ongoing compliance and historical remediation matters. Based on current information, we believe that these compliance costs are not material. For historical remediation obligations, our expenditures relate primarily to the cost of permitting, installing, and operating and maintaining groundwater-treatment systems and other remedial measures.
Our Fair Lawn and Somerville, New Jersey facilities entered into administrative consent orders with the New Jersey Department of Environmental Protection in 1984 to maintain groundwater-remediation activities at these sites, and are currently under the State’s Licensed Site Remediation Professional Program. As the owner of the Fair Lawn facility, we are listed as a potentially responsible party for remediation within an area called the Fair Lawn Wellfields Superfund Site, and, in 2008, the company and certain other parties entered into a consent order with the USEPA to complete a Remedial Investigation/Feasibility Study. In 2018, the USEPA issued a Record of Decision, setting forth the scope of required remediation work at the site, which includes upgrading a water treatment plant to address constituents such as chlorinated organic compounds, 1,4-dioxane, and perfluorooctanoic acid/perfluorooctane sulfonate (PFOA/PFOS). In 2019,2020, the court approved a consent decree that requires the company and another responsible party signed a proposed consent decree, which the U.S. government entered in 2020, requiring the parties to finance and perform the required remediation work with USEPA oversight. oversight, which has been ongoing and is pending USEPA’s approval of the water treatment plant design.
In 2011, our Life Technologies subsidiary entered into a consent decree with the USEPA and other responsible parties to implement a groundwater remedy at the former Davis Landfill Superfund site in Smithfield, Rhode Island. After years of additional study, in September, 2020, USEPA revised its cleanup plan by selecting an interim remedial approach that includes groundwater treatment followed by additional monitoring of site conditions. Depending on the results of these treatment and monitoring activities over the next several years, USEPA anticipates selecting a final groundwater remedy for the site. In November 2021, the 2011 consent decree was amended to reflect the parties’ obligations to implement USEPA’s interim remedy, for which pre-design work commenced during 2022.
We record accruals for environmental liabilities based on current interpretations of environmental laws and regulations when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. We calculate estimates based upon several factors, including reports prepared by environmental specialists and management’s knowledge and experience with these environmental matters. We include in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. Accrued liabilities for environmental matters totaled $71$75 million at December 31, 2020.2022.
These environmental liabilities do not include third-party recoveries to which we may be entitled. We believe that our accrual is adequate for the environmental liabilities we currently expect to incur. As a result we believe that our ultimate
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liability with respect to environmental matters will not have a material adverse effect on our financial position, results of operations or cash flows. However, we may be subject to remedial or compliance costs due to future events, such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations, and the effect of changes in accounting rules, which could have a material adverse effect on our financial position, results of operations or cash flows. For a discussion of the environmental laws and regulations that the Company’s operations, products and services are subject to and other environmental contingencies, refer to Note 12 to our Consolidated Financial Statements.
Other Laws and Regulations
Our operations, and some of the products and services we offer, are subject to a number of complex and stringent laws and regulations governing the development, testing, approval, production, handling, transportation and distribution of chemicals, drugs and other similar products, including the operating and security standards of the Food and Drug Administration, the Drug Enforcement Administration, the Bureau of Alcohol, Tobacco, Firearms and Explosives, and various state boards of pharmacy as well as comparable state and foreign agencies. As Thermo Fisher’s businesses also include export and import activities, we are subject to pertinent laws enforced by the U.S. Departments of Commerce, State and Treasury. In addition, our logistics activities must comply with the rules and
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Business (continued)
regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies. While we believe we are in compliance in all material respects with such laws and regulations, any noncompliance could result in substantial fines or otherwise restrict our ability to provide competitive distribution services and thereby have an adverse effect on our financial condition. To date, none hasno such laws or regulations have had a material impact on our operations.
We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers. We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could also result in suspension of these contracts, criminal, civil and administrative penalties or debarment.
For a discussion of risks related to changes in governmental regulations, refer to “Risk Factors” in Part I, Item 1A.
Human Capital
The success of Thermo Fisher Scientific is fueled by colleagues who are highly engaged and feel empowered to achieve their goals. Everything we do starts with our Mission – to enable our customers to make the world healthier, cleaner and safer. Our colleagues understand the role they play in fulfilling that Mission and that inspires them to bring their best to work each day. Our Mission is not only a differentiator for us externally, but a motivator for us internally.
Our culture is rooted in our 4i Values of Integrity, Intensity, Innovation and Involvement. Within this framework, we strive to create a safe, fair and positive working environment for our colleagues around the world. We want our teams to feel they have a stake in our success, a voice in our direction and to be empowered to make a difference for the key stakeholders we serve.
Every year, we conduct an Employee Involvement Survey to solicit direct feedback from our colleagues on what we’re doing well and where we need to improve. We then compile the feedback to measure our progress using three key indices: Leadership, Involvement and Inclusion. In 2020, 84 percent of our workforce completed the survey, and we saw marked improvement in each index and across every survey question, despite the challenges brought on by the pandemic. Our continued focus on enhancing our culture helps position our company to be an even better place to work.
We are committed to buildingmaintaining the strongest team in our industry, focusing on developing and retaining our colleagues, while leveraging our leadership to attract new colleagues to our company. Of our more than 80,000 colleagues globally, asAs of December 31, 2020,2022, we employed approximately 42,000 were130,000 colleagues globally, with an approximate regional distribution as follows: 67,000 based in the Americas, region, 12,000 were21,000 in the Asia-PacificAsia Pacific region, and 26,000 werenearly 42,000 in Europe, the Middle East and Africa (EMEA).
Diversity and Inclusion
We recognize that the future aspirations outlined in our Vision for 2030, which serves as our long-term roadmap, will only be achievable if we have a culture that values diversity and inclusion. While diversity of gender and ethnicity are important – and we’re focused on continuously improving– for us, diversity of backgrounds, experiences and viewpoints is equally vital to our long-term success. When those differences are welcomed and supported, we create an inclusive workplace that unlocks the true benefits of diversity.
Diversity and Inclusion (D&I) is not an initiative at Thermo Fisher Scientific.Fisher. It’s woven into the fabric of our culture, and our colleagues are encouraged to openly share the wide range of perspectives they represent. We work together to create an
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inclusive culture where our colleagues feel they belong and are empowered to contribute, collaborate and innovate. Embracing individual differences is critical to our success. For example, Thermo Fisher was named as a Top Female Friendly Company, Best Employer for Women, and Best Employer for Veterans by Forbes in 2022, Best Place to Work for Disability Inclusion, as well as a Best Place to Work for LGBTQ Equality for the sixthseventh consecutive year in 2020.year. Establishing this kind of environment is critical in empowering our colleagues so they can contribute their best ideas and bring their true selves to work each day.
Our D&I focus is embedded in every stage of our colleague lifecycle – from recruiting to onboarding, training, development and longer-term career planning. We track our progress on our D&I strategic objectives through a core set of metrics that are reviewed during routine business operating mechanisms, including Quarterly Business Reviews, Human Resource Reviews, Board Reviews and through team dashboards that are shared each month with leaders across the company. This enables frequent, meaningful, data-driven discussions across our businesses and functions on a range of D&I factors, including gender and ethnic representation. This approach also ensures we consistently prioritize our opportunities to improve. We understand the critical role diversity plays in sustained business success, and our teams are empowered to ensure our workforce represents the customers we serve. Further, to provide additional transparency to our U.S. workforce demographics, following our report submission to the U.S. Equal Employment Opportunity Commission, we disclose our EEO-1 report on our website each year.
We are committed to ensuring our colleagues have access to resources, awareness training and internal networks that offer support and guidance. Our diversity and inclusionD&I strategy is greatly enabled by our EmployeeBusiness Resource Groups (ERGs)(BRGs), which bring together individuals with similar interests to share experiences, learn from each other and collaborate to identify solutions
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Business (continued)
to business challenges. Our ERGsBRGs reinforce that all colleagues can make a difference for our customers, for each other and for our company. As of December 31, 2020,2022, we had 10 ERGs globally,9 global BRGs, with 220more than 230 local ERGBRG chapters.
Talent Development
Our overarching goal from a talent perspective is to create opportunities for our colleagues to achieve their full potential and career aspirations here at Thermo Fisher Scientific. We are committed to creating an exceptional colleague experience from their first day throughout their career with us.Fisher. We focus on the entire lifecycle of a colleague’s career, from their initial recruitment, to onboarding, through ongoing development and training to enhance their skills so they are in the best position to deliver on their goals and achieve their career aspirations.
In today’s environment, we know talent is a key competitive advantage, and that building the strongest team in the industry is critical to our future. From our colleague referral program, summer internships, university relations, to our Graduate Leadership Development Program, we continue to build strong internal and external sourcing channels.
Once on board, talent development at Thermo Fisher is a key organizational capability. We continue to make significant investments to support our colleagues along every step of their career journey to help support their success. Our talent development framework incorporates a multi-faceted approach, including formal and self-paced training, networking opportunities, on-the-job stretch learning, coaching, mentoring and manager training utilizing contemporary technology solutions to support the broad needs of our workforce.
We provide multiple programs at all career levels, from online learning for all colleagues through Thermo Fisher University, to focused trainings for managers at various experience levels, to our Global Leadership Program for executives. We also support our colleagues’ career advancement through our tuition reimbursement program.
In a company our size, we can also actively manage our talent through rotational opportunities across our businesses, functions and geographies that help our colleagues gain new experiences, share knowledge and broaden their skills. Our executives and leaders participate in frequent talent discussions as well as formal reviews, leveraging workforce data and predictive analytics to better anticipate the talent requirements of our business based on our growth opportunities and market demand.
Thermo Fisher is dedicated to talent development to meet our evolving business needs and to provide our colleagues with opportunities for long and fulfilling careers. Our colleagues are passionate about our company, and their role in our success, and it’s our responsibility to help them reach their full potential.
Total Rewards
We offer a comprehensive total rewards package that we regularly evaluate and measure against established benchmarks to ensure its effectiveness in recruiting and retention, and to position Thermo Fisher as an employer of choice. In 2022, we reinvested approximately $350 million of additional compensation payments to our colleagues to help them with the temporary impacts of high inflation.
Our health and wellness programs provide competitive, flexible programs that our global colleagues and their families can count on. For example, for U.S. colleagues, we offer a choice of comprehensive national medical, dental and vision plans; a
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wellness program, including valuable health incentive opportunities and tax-advantaged savings and spending accounts; as well as commuter benefits, employee assistance programs, optional group legal coverage, and company-paid disability, accident and life insurance. We also offer a company-paid proprietary program for cancer care called the Impact Program, which gives our colleagues and their families access to personalized support and direct lines of communication to experts in cancer genetics and genomics. Similar benefits are available in all countries around the world where we operate.
We also invest in our colleagues’ financial health, helping them to grow and protect their savings, plan for the future and share in the success of the company they are helping to build. We deliver comprehensive rewards, including competitive base pay, and also provide a variety of incentive and equity programs that, by design, directly link the impact of colleague contributions to the company’s overall success.
Disclosure Pursuant to Section 13(r) of the Exchange Act
The Russian Federal Security Service (the FSB) is designated as a blocked party under Executive Order 13382. While we have paused sales and manufacturing operations in Russia and Belarus, in the normal course of business, as authorized by General License 1B issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, our Russian affiliate responds to regulatory inquiries from the FSB and otherwise engages with the FSB as a licensing authority. These interactions did not result in any revenue or otherwise contribute to our net income for the quarter. Our Russian affiliate may respond to similar regulatory inquiries and otherwise continue to engage with the FSB as a licensing authority in the future, as necessary and to the extent permitted by applicable U.S. sanctions laws and regulations.
Available Information
The company files annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (SEC) under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information that issuers, including the company, file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on or through our own website at www.thermofisher.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, paper copies
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of these documents may be obtained free of charge by writing to the company care of its Investor Relations Department at our principal executive office located at 168 Third Avenue, Waltham, Massachusetts 02451.
Information about Our Executive Officers
As of February 24, 2021,23, 2023, our executive officers were:
NameAgePresent Title
(Fiscal Year First Became Executive Officer)
Other Positions Held
Marc N. Casper5254Chairman, President and Chief Executive Officer (2001)President and Chief Executive Officer (2009-2020)
Chief Operating Officer (2008-2009)
Executive Vice President (2006-2009)
Mark P. StevensonMichel Lagarde5849Executive Vice President and Chief Operating Officer (2014)(2017)
Executive Vice President and President, Life Sciences Solutions (2014-2017)
President and Chief Operating Officer, Life Technologies Corporation (2008-2014)
Michel Lagarde47Executive Vice President (2017)(2019-2021)
Senior Vice President and President, Pharma Services (2017-2019)
President and Chief Operating Officer, Patheon N.V. (2016-2017)
Managing Director, JLL Partners*Partners (2008-2016)
Gianluca Pettiti44Executive Vice President (2021)Senior Vice President and President, Specialty Diagnostics (2019-2021)
President, Biosciences (2018-2019)
President, China (2015-2017)
Michael A. Boxer5961Senior Vice President and General Counsel (2018)Senior Vice President, General Counsel and Secretary (2021-2022)
Executive Vice President and Group General Counsel, Luxottica Group S.p.A. (2011-2017)
Stephen Williamson5456Senior Vice President and Chief Financial Officer (2015)Vice President, Financial Operations (2008-2015)
Peter E. HornstraJoseph R. Holmes6144Vice President and Chief Accounting Officer (2001)(2021)Corporate Controller (1996-2007)Senior Director, Technical Accounting (2017-2021)
*JLL Partners is a private equity firm focused on healthcare.
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Item 1A.    Risk Factors
Set forth below are the risks that we believe are material to our investors. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements in Item 1. Business under the caption “Forward-looking Statements”.
Industry and Economic Risks
Our growth would suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality. Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets would diminish demand for our products and services, which would adversely affect our financial statements. Certain of our businesses operate in industries that may experience periodic, cyclical downturns.
We are subject to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 pandemic. Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as COVID-19. The global spread of COVID-19 has created significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration.
COVID-19 has had an adverse impact on certain of our operations, supply chains and distribution systems, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking. Due to these impacts and measures, we have experienced significant and unpredictable reductions as well as increases in demand for certain of our products. Many employers in the United States and Europe are continuing to require their employees to work from home or not go into their offices. If the pandemic continues and conditions worsen, we could experience a decline in sales activities and customer orders in certain of our businesses, and it remains uncertain what impact these declines would have on future sales and customer orders once conditions begin to improve. In addition to existing travel restrictions, countries may continue to close or decline to reopen borders, impose prolonged quarantines, and further restrict travel, which would significantly impact our ability to support our sites and customers in those locations and the ability of our employees to get to their places of work to produce products, or significantly hamper our products from moving through the supply chain. As a result, COVID-19 may materially adversely affect revenue growth in certain of our businesses, and it is uncertain how materially COVID-19 will affect our global operations generally if these impacts were to persist or worsen over an extended
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Risk Factors (continued)

period of time. The extent and duration of the impacts are uncertain and dependent in part on customers returning to work and economic activity ramping up.
The company has mobilized to support the COVID-19 response with products and services that help diagnose the virus as well as assisting customers to develop potential therapeutics and vaccines used to protect from the virus. Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19. While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures may not be successful, and we may be required to temporarily close facilities or take other measures. While we are staying in close communication with our sites, employees, customers and suppliers and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of COVID-19 on the company is not determinable.
In addition, several of the company’s businesses have had an increase in revenues due to sales of products addressing diagnosis and treatment of COVID-19. While these positive impacts are expected to continue into 2021, the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing demand.
Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate.Our business is affected by general economic conditions, both inside and outside the U.S. Both domestic and international markets experienced significant inflationary pressures in 2022 and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels for the near-term. If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, continue to be unstable, (including as a result of the COVID-19 pandemic), itthey could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect ofof:
reducing demand for some of our products;
increasing the rate of order cancellations or delays;
increasing the risk of excess and obsolete inventories;
increasing pressure on the prices for our products and services;
causing supply interruptions, which could disrupt our ability to produce our products; and
creating longer sales cycles, and greater difficulty in collecting sales proceeds.proceeds and slower adoption of new technologies.
Economic, political, foreign currency and other risks associated with international sales and operations could adversely affect our results of operations. International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business (the “functional currency”)(which we refer to as the functional currency). Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In 2020,2022, currency translation had a favorablean unfavorable effect of $133 million$1.35 billion on revenues due to the weakeningstrengthening of the U.S. dollar relative to other currencies in which the company sells products and services.
Some emerging market countries may be particularly vulnerable to periods of global and local political, legal, regulatory and financial instability, including issues of geopolitical relations, the imposition of international sanctions in response to certain state actions and/or sovereign debt issues, and may have a higher incidence of corruption and fraudulent business practices. As a result of these and other factors, our strategy to grow in emerging markets may not be successful, and growth rates in these markets may not be sustainable.
In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the United States.U.S. Accordingly, our future results could be harmed by a variety of factors, including:
interruption to transportation flows for delivery of parts to us and finished goods to our customers;
changes in a specific country's or region's political, economic or other conditions;
changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and sanctions and other trade barriers;
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tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs recently adopted by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods;
the impact of public health epidemics/pandemics on the global economy, such as the COVID-19 pandemic;
uncertainties regarding the collectability of accounts receivable;
the imposition of governmental controls;
diverse data privacy and protection requirements;
supply interruptions, which could disrupt our ability to produce our products;
increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs;
negative consequences from changes in tax laws;
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Risk Factors (continued)

difficulty in staffing and managing widespread operations;
differing labor regulations;
differing protection of intellectual property;
unexpected changes in regulatory requirements; and
geopolitical uncertainty or turmoil, including terrorism and war.
For example, on January 31, 2020, the United Kingdom formally withdrew from the European Union, or EU (commonly referred to as “Brexit”) and on December 24, 2020, the U.K. and EU announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues. This withdrawal has created political and economic uncertainty, particularly in the United Kingdom and the EU, and this uncertainty may last for years. Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the United Kingdom’s withdrawal from the EU. In addition, our business could be negatively affected by new trade agreements between the United Kingdom and other countries, including the United States, and by the possible imposition of trade or other regulatory barriers in the United Kingdom. These possible negative impacts, and others resulting from the United Kingdom’s withdrawal from the EU, may adversely affect our operating results and our customers’ businesses.
Demand for some of our products depends on capital spending policies of our customers and on government funding policies. Our customers include pharmaceutical and chemical companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions. Many factors, including public policy spending priorities, available resources, and product and economic cycles, have a significant effect on the capital spending policies of these entities.
Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget. An impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending.

We are subject to risks associated with public health epidemics and pandemics, such as the ongoing COVID-19 pandemic.
Our global operations expose us to risks associated with public health epidemics and pandemics. COVID-19 has had an adverse impact on certain of our operations, supply chains and distribution systems, and we may experience unpredictable reductions in supply and demand for certain of our products and services. National, state and local governments have implemented and may continue to implement safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter in place orders and shutdowns and other measures. These measures may disrupt normal business operations and may have significant negative impacts on businesses and financial markets worldwide. Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be significantly impacted by the COVID-19 pandemic or future epidemics and pandemics. In addition, the duration and extent of future revenues from sales of products related to the COVID-19 response are uncertain and dependent primarily on customer testing demand as well as therapy and vaccine demand.
Business Risks
We must develop new products, adapt to rapid and significant technological change, and respond to introductions of new products by competitors and maintain quality to remain competitive. Our growth strategy includes significant investment in and expenditures for product development. We sell our products in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards. Competitive factors include technological innovation, price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers. Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can. Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenues and operating results would suffer.
Many of our existing products and those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels. Our customers use many of our products to develop, test and manufacture their own products. As a result, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. If we fail to adequately develop products or predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues.
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It may be difficult for us to implement our strategies for improving internal growth. Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our results of operations and financial condition. To address this issue, we are pursuing a number of strategies to improve our internal growth, including:
strengthening our presence in selected geographic markets;
allocating research and development funding to products with higher growth prospects;
developing new applications for our technologies;
expanding our service offerings;
continuing key customer initiatives;
combining sales and marketing operations in appropriate markets to compete more effectively;
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Risk Factors (continued)

finding new markets for our products; and
continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.
We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business.
Because we compete directly with certain of our larger customers and product suppliers, our results of operations could be adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us. Our largest customer in the laboratory products business is also a significant competitor. Our business may be harmed in the short term if our competitive relationship in the marketplace with certain of our large customers results in a discontinuation of their purchases from us. In addition, we manufacture products that compete directly with products that we source from third-party suppliers. We also source competitive products from multiple suppliers. Our business could be adversely affected in the short term if any of our large third-party suppliers abruptly discontinues selling products to us.
Our inability to complete any pending acquisitions or to successfully integrate any new or previous acquisitions could have a material adverse effect on our business. Our business strategy includes the acquisition of technologies and businesses that complement or augment our existing products and services. Certain acquisitions may be difficult to complete for a number of reasons, including the need for antitrust and/or other regulatory approvals.approvals, as well as disputes or litigation. Any acquisition we may complete may be made at a substantial premium over the fair value of the net identifiable assets of the acquired company. Further, we may not be able to integrate acquired businesses successfully into our existing businesses, make such businesses profitable, or realize anticipated cost savings or synergies, if any, from these acquisitions, which could adversely affect our business.
Moreover, we have acquired many companies and businesses. As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) on our balance sheet, which amount to approximately $26.04$41.20 billion and $1.24 billion, respectively, as of December 31, 2020.2022. In addition, we have definite-lived intangible assets totaling $11.45$16.21 billion as of December 31, 2020.2022. We assess the realizability of goodwill and indefinite-lived intangible assets annually as well as whenever events or changes in circumstances indicate that these assets may be impaired. We assess the realizability of definite-lived intangible assets whenever events or changes in circumstances indicate that these assets may be impaired. These events or circumstances would generally include operating losses or a significant decline in earnings associated with the acquired business or asset. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of these businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets.

Operational Risks
Our reliance upon sole or limited sources of supply for certain materials or components could cause production interruptions, delays and inefficiencies. Some of our businesses purchase certain materials from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or other difficulties, or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply. The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, natural disasters, pandemic health issues such as COVID-19, war, terrorist actions, governmental
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actions and legislative or regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies.
A significant disruption in, or breach in security of, our information technology systems or violation of data privacy laws could adversely affect our business. As a part of our ongoing effort to upgrade our current information systems, we periodically implement new enterprise resource planning software and other software applications to manage certain of our business operations. As we implement and add functionality, problems could arise that we have not foreseen. Such problems could disrupt our ability to provide quotes, take customer orders and otherwise run our business in a timely manner. When we upgrade or change systems, we may suffer interruptions in service, loss of data or reduced functionality. In addition, if our new systems fail to provide accurate pricing and cost data our results of operations and cash flows could be adversely affected.
We also rely on our information technology systems to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers and other business partners) and to manage or support a variety of critical business processes and activities (such as interacting with suppliers, selling our products and services, fulfilling orders and billing, collecting and making payments, shipping products,
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Risk Factors (continued)

providing services and support to customers, tracking customer activity, fulfilling contractual obligations and otherwise conducting business). Our systems may be vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems. Certain of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Despite any precautions we may take, such problems could result in, among other consequences, interruptions in our services, which could harm our reputation and financial results. Our key business partners face similar risks and any security breach of their systems could adversely affect our security posture. Any of the cyber-attacks, breaches or other disruptions or damage described above, if significant, could materially interrupt our operations, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, damage customer, business partner and employee relationships and our reputation or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased cost for security and remediation, each of which could adversely affect our business and financial results. Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.
If we are unable to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches, we may suffer regulatory consequences in addition to business consequences. As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, in the United States,U.S., individual states regulate data breach and security requirements and multiple governmental bodies assert authority over aspects of the protection of personal privacy. European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU General Data Protection Regulation imposes significantly stricter requirements in how we collect and process personal data. Several countries, such as China, and Russia, have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.
We may have difficulty attracting and retaining a highly qualified workforce. Our success is largely dependent upon our ability to attract and retain highly qualified scientific, technical, clinical and management workforce in a highly competitive environment. Qualified individuals are in high demand, and we may incur significant costs to attract them. We may face difficulty in attracting and retaining key talent for a number of reasons, including management changes or recruitment by competitors. Our ability to attract and retain key talent also depends in part on how well we maintain a strong workplace culture that is attractive to employees. Macroeconomic conditions, specifically increased competition for employees and wage inflation, could have a material impact on our ability to attract and retain talent, our turnover rate and the cost of operating our business. We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the loss of any personnel will not have a material impact on our financial condition and results of operations.
We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash flows. Our primary commodity exposures are for fuel, petroleum-based resins and steel. The costs for these commodities, as well as the costs of transportation, construction and services necessary for the production and distribution of our products, continue to increase and be volatile. While we may seek to minimize the impact of price increases through higher prices to customers and various cost-saving measures, our earnings and cash flows could be adversely affected in the event these measures are insufficient to cover our costs.
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Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability. We ship a significant portion of our products to our customers through independent package delivery companies, such as Federal Express in the U.S. and DHL in Europe. We also maintain a small fleet of vehicles dedicated to the delivery of our products and ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If one or more of these third-party package-delivery providers were to experience a major work stoppage, preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with certain of our customers could be adversely affected. In addition, if one or more of these third-party package-delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.
Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may disrupt our facilities or the facilities of third parties on which we depend, and could impact customer spending. We have significant operations in California, near major earthquake faults, which make us susceptible to earthquake risk. An earthquake or other natural disaster (including the effects of climate change such as a fire or hurricane or power shortages or outagessea level rise, drought, flooding, wildfires and more intense weather events), could disrupt our operations or impair our critical systems. Any of these disruptions or other events outside of our control, such as strikes or other labor unrest, could have an adverse effect on our results of operations. In addition, if any of our facilities, including our manufacturing or warehouse facilities, or the facilities of our suppliers, third-party service providers, or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, fires, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, such as trade protectionism, strikes or other labor unrest, our results of operations could be adversely affected. Moreover, these types of events could negatively impact customer spending in the impacted regions or depending upon the severity, globally, which could also adversely impact our operating results. For example, as described above, the COVID-19 pandemic has impacted
Increasing attention to environmental, social and could have a material adverse effect ongovernance matters may impact our business, financial results, stock price or reputation. We face increasing scrutiny from stakeholders related to our environmental, social and governance (ESG) practices and disclosures, including practices and disclosures related to climate change, diversity and inclusion and governance standards. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on ESG practices and disclosures and in recent years have placed increasing importance on the implications and social cost of their investments. In addition, government organizations are enhancing or advancing legal and regulatory requirements specific to ESG matters. The heightened stakeholder focus on ESG issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. A failure to adequately meet evolving stakeholder expectations may result in noncompliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers and an inability to attract and retain top talent. In addition, if legislation or regulations are enacted or promulgated in the U.S. or in any other jurisdiction in which we do business that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we and companies in our supply chain may experience increased compliance burdens and costs to meet the regulatory obligations, which could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability.

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Risk Factors (continued)

Legal, Quality and Regulatory Risks
Changes in governmental regulations may reduce demand for our products or increase our expenses. We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, we manufacture pharmaceuticals and many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs. Changes in the U.S. Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products.
We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers. We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the
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regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.
Our pharma services offerings are highly complex, and if we are unable to provide quality and timely offerings to our customers, our business could suffer. Our pharma services offerings are highly exacting and complex, due in part to strict quality and regulatory requirements. Our operating results in this business depend on our ability to execute and, when necessary, improve our quality management strategy and systems, and our ability to effectively train and maintain our employee base with respect to quality management. A failure of our quality control systems could result in problems with facility operations or preparation or provision of products. In each case, such problems could arise for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials or environmental factors and damage to, or loss of, manufacturing operations. Such problems could affect production of a particular batch or series of batches of products, requiring the destruction of such products or a halt of facility production altogether.
In addition, our failure to meet required quality standards may result in our failure to timely deliver products to our customers, which in turn could damage our reputation for quality and service. Any such failure could, among other things, lead to increased costs, lost revenues, reimbursement to customers for lost drug product, registered intermediates, registered starting materials, and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products. Production problems in our drug and biologic manufacturing operations could be particularly significant because the cost of raw materials for such manufacturing is often high. If problems in preparation or manufacture of a product or failures to meet required quality standards for that product are not discovered before such product is released to the market, we may be subject to adverse regulatory actions, including product recalls, product seizures, injunctions to halt manufacture and distribution, restrictions on our operations, civil sanctions, including monetary sanctions, and criminal actions. In addition, such problems or failures could subject us to litigation claims, including claims from our customers for reimbursement for the cost of lost or damaged active pharmaceutical ingredients, the cost of which could be significant.
We are subject to product and other liability risks for which we may not have adequate insurance coverage. We may be named as a defendant in product liability or errors and omissions lawsuits, which may allege that products or services we have provided from our pharma services offerings have resulted or could result in an unsafe condition, property damage or injury to end users or financial loss for consumers. Additionally, products currently or previously sold by our environmental and process instruments and radiation measurement and security instruments businesses include fixed and portable instruments used for chemical, radiation and trace explosives detection. These products are used in airports, embassies, cargo facilities, border crossings and other high-threat facilities for the detection and prevention of terrorist acts. If any of these products were to malfunction, it is possible that explosive or radioactive material could fail to be detected by our product, which could lead to product liability claims. In addition, patients involved in our clinical services trials conducted by our clinical development services business or taking drugs approved on the basis of those trials may also bring personal injury claims against us. There are also many other factors beyond our control that could lead to liability claims, such as the reliability and competence of the customers’ operators and the training of such operators.
Any such product liability claims brought against us could be significant and any adverse determination may result in liabilities subject to insurance policy exclusions where insurance would not respond or in excess of our insurance coverage. Although we carry product liability and errors and omissions insurance, we cannot be certain that our current insurance will be sufficient to cover these claims or that it can be maintained on acceptable terms, if at all.
We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies. We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. Federal Drug Administration (the FDA),FDA, the U.S.
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Risk Factors (continued)

Drug Enforcement Agency (the DEA), various state boards of pharmacy, state health departments, the U.S. Department of Health and Human Services (the DHHS), the European Medicines Agency (the EMA), in Europe, the EU member states and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular, we are subject to laws and regulations concerning current good manufacturing practices and drug safety. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign agencies including the EMA, and other various state boards of pharmacy, state health departments and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale.
The manufacture, distribution and marketing of many of our products and services, including medical devices, and our pharma and clinical development services, are subject to extensive ongoing regulation by the FDA, the DEA, the EMA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. Failure by us or by our customers to comply with the requirements of these regulatory authorities,
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including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of pharmaceuticals for many of our customers and a negative regulatory event could impact our customers'customers’ ability to provide products to their customers.
We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the handling, transportation and manufacture of substances that could be classified as hazardous, and we are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.
Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents, business partners or business partners.other third parties. We have internal controls and compliance systems to protect the company against acts committed by employees, agents or businesses that we acquire that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, money laundering and data privacy, but we cannot provide assurance that these controls and systems willmay not be sufficient to prevent every such wrongful act. In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United StatesU.S. and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies which we acquire. We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements. In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us. Any such allegations could cause us to lose customers and divert our resources from other tasks, which could materially and adversely affect our business and operating results.
Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result. We place considerable emphasis on obtaining patent and trade secret protection for significant new technologies, products and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. Our success depends in part on our ability to develop patentable products and obtain and enforce patent protection for our products both in the United StatesU.S. and in other countries. We own numerous U.S. and foreign patents, and we intend to file additional applications, as appropriate, for patents covering our products. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. In
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Risk Factors (continued)

addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.
We also rely on trade secrets and proprietary know-how with which we seek to protect our products, in part, by confidentiality agreements with our collaborators, employees and consultants. These agreements may not adequately protect our trade secrets and other proprietary rights. These agreements may be breached and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently developed by our competitors.
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We also depend in part on our trademarks and the strength of our proprietary brands, which we consider important to our business. If we are unable to protect or preserve the value of our intellectual property rights for any reason, including our inability to successfully defend against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized products, our brand and reputation could be damaged, and our business may be harmed.
Third parties may assert claims against us to the effect that we are infringing on their intellectual property rights. In the event that a claim relating to intellectual property is asserted against us, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. However, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge of the patents may be unsuccessful. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of our products and, therefore, could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Financial Profile
Fluctuations in our effective tax rate may adversely affect our results of operations and cash flows. As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. In preparing our financial statements, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in which we operate. Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income taxes, the results of examinations and audits of our tax filings and recently enacted and future changes in tax laws in jurisdictions in which we operate. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business, results of operations and cash flows.
Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, 2020,2022, we had approximately $21.74$34.49 billion in outstanding indebtedness. In addition, we have availability to borrow under a revolving credit facility that provides for up to $3.00$5.00 billion of unsecured multi-currency revolving credit.credit (the Facility). We may also obtain additional long-term debt and lines of credit to meet future financing needs, which would have the effect of increasing our total leverage.
Our leverage could have negative consequences, including increasing our vulnerability to adverse economic and industry conditions, limiting our ability to obtain additional financing and limiting our ability to acquire new products and technologies through strategic acquisitions.
Our ability to make scheduled payments, refinance our obligations or obtain additional financing will depend on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet our obligations. If we are unable to service our debt, refinance our existing debt or obtain additional financing, we may be forced to delay strategic acquisitions, capital expenditures or research and development expenditures.
Additionally, the agreements governing our debt require that we maintain certaina financial ratios,ratio, and contain affirmative and negative covenants that restrict our activities by, among other limitations, limiting our ability to incur additional indebtedness, merge or consolidate with other entities make investments,and create liens, sell assets and enter into transactions with affiliates.liens. 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 3.5:1.0 as of the last day of any fiscal quarter.
Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as the impact of public health epidemics/pandemics like COVID-19, foreign exchange rates and interest rates. Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit
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Risk Factors (continued)

acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date. Also, an acceleration of the debt under certain of our debt instruments would trigger an event of default under other of our debt instruments.

Item 1B.    Unresolved Staff Comments
None.

Item 2.    Properties
The company owns and leases office, engineering, laboratory, production and warehouse space throughout the world.
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Item 3.    Legal Proceedings
There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See “NoteNote 12 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 6, 2021,4, 2023, the company had 2,8612,460 holders of record of its common stock. This does not include holdings in street or nominee names.
Issuer Purchases of Equity Securities
There was noA summary of the share repurchase activity for the company’scompany's fourth quarter of 2020.2022 follows:
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programs (1)Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)
(in millions)
Fiscal October (Oct. 2 - Nov. 5)1,989,832 $502.55 1,989,832 $— 
Fiscal November (Nov. 6 - Dec. 3)— — — 4,000 
Fiscal December (Dec. 4 - Dec. 31)— — — 4,000 
Total fourth quarter1,989,832 $502.55 1,989,832 $4,000 
(1) On November 8, 2019,September 23, 2021, the Board of Directors authorized the repurchase of up to $2.50$3.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the fourth quarter were purchased under this program, depleting the 2021 authorization. On November 5, 2020,10, 2022, the Board of Directors replacedauthorized 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 $2.50$4.00 billion of the company’s common stock. Early in the first quarter of 2021,2023, the company repurchased $1.50$3.00 billion of the company'scompany’s common stock.stock (5.2 million shares). At February 24, 2021,23, 2023, $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

Item 6.    Reserved
Not applicable.
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THERMO FISHER SCIENTIFIC INC.
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 F-1 of this report. Management's discussionManagement’s Discussion and analysisAnalysis of financial conditionFinancial Condition and resultsResults of operationsOperations for 20182020 is included in Item 7 of the company’s 20192021 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.
Overview
The company develops, manufacturesThermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and sells a broad rangesafer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through
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THERMO FISHER SCIENTIFIC INC.
diagnostics and the development and manufacture of products that are sold worldwide. The company expands the product lineslife-changing therapies. Markets served include pharmaceutical and services it offers by developingbiotech, academic and commercializing its own technologiesgovernment, industrial and by making strategic acquisitions of complementary businesses.applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 4): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Biopharma Services.
Consolidated Results
(Dollars in millions except per share amounts)20222021Change
Revenues$44,915 $39,211 15 %
GAAP operating income$8,393 $10,028 (16)%
GAAP operating income margin18.7 %25.6 %(6.9) pt
Adjusted operating income (non-GAAP measure)
$10,985 $12,138 (9)%
Adjusted operating income margin (non-GAAP measure)
24.5 %31.0 %(6.5) pt
GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.$17.63 $19.46 (9)%
Adjusted earnings per share (non-GAAP measure)
$23.24 $25.13 (8)%
Organic Revenue Growth
Revenue growth15 %
Impact of acquisitions18 %
Impact of currency translation(3)%
Organic revenue growth* (non-GAAP measure)
%
*    Results may not sum due to rounding.
Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the ongoing COVID-19 pandemic. The company mobilized in early 2020 to support the COVID-19 pandemic response with productsbiosciences and services that help analyze, diagnose and protect from the virus. However, the company saw a significant reduction in customer activity in several businesses by late March 2020 that materially adversely affected primarily the 2020 results of the Analytical Instruments segment and, to a lesser extent, some businesses within the company’s other three segments. The extent and duration of the negative impacts continuing into 2021 are uncertain and dependent in part on the success of global efforts to control the pandemic and economic activity ramping up. The company believes the impacted businesses’ long-term prospects remain excellent given the company’s attractive markets served, its industry-leading position and proven growth strategy. Several of the company’sbioproduction businesses have had a significant increase in revenues dueexpanded their capacity to salesmeet the needs of productpharma and biotech customers as they have expanded their own production volumes to meet global vaccine manufacturing requirements. Additionally, our pharma services addressing diagnosisbusiness has provided our pharma and treatment of COVID-19, including test kitsbiotech customers with the services they needed to develop and to a lesser extent, productsproduce vaccines and services for therapy and vaccine development and manufacturing.therapies globally. While these positive impacts are expected to continue into 2021,through 2023, the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing as well as therapy and vaccine demand. Sales of products related to COVID-19 testing were $3.11 billion and $7.26 billion in 2022 and 2021, respectively.

Recent AcquisitionsDuring 2022 demand from pharma and Divestiture
biotech customers was very strong, driven by our differentiated customer value proposition and trusted partner status. We saw good growth in the academic and government market as we remain well positioned to meet customer needs. The company’s strategy isindustrial and applied market was strong, driven by robust demand for our analytical instruments serving our semi-conductor and materials science customers. The diagnostics and healthcare market declined due to augment internaldecreased demand for COVID-19 testing products. During 2022, robust sales growth at existing businesses with complementary acquisitions. The company’s principal recent acquisitionsin North America and divestitures are described below.
On April 30, 2019, the company acquired, withinAsia Pacific region, including China, was partially offset by a decline in COVID-19 testing demand. In Europe, strong sales were more than offset during 2022 due to lower COVID-19 testing demand. Contributions to organic revenue during 2022 were driven by the Laboratory Products and Biopharma Services segment, Brammer Bio for approximately $1.67 billion in cash. Brammer Bio is a leading viral vector contract development and manufacturing organization for geneAnalytical Instruments segments, as offset by the Life Sciences Solutions and cell therapies. The acquisition expanded the segment’s contract manufacturing capabilities. Brammer Bio reported revenues of approximately $140 million in 2018.
On June 28, 2019, the company sold its Anatomical Pathology business to PHC Holdings Corporation for $1.13 billion, net of cash divested. The business was part of the Specialty Diagnostics segment. Revenuessegments.
The company continues to execute its proven growth strategy which consists of three pillars:
Developing high-impact, innovative new products,
Leveraging our scale in 2019, through the date of sale,high-growth and the full year 2018 of the business sold were approximately $115 millionemerging markets, and $238 million, respectively, net of retained sales through the company's healthcare market and research and safety market channel businesses.

Delivering a unique value proposition to our customers.
Overview of Results of OperationsGAAP operating income margin and Liquidity
(Dollars in millions)20202019
Revenues
Life Sciences Solutions$12,168 37.8 %$6,856 26.8 %
Analytical Instruments5,124 15.9 %5,522 21.6 %
Specialty Diagnostics5,343 16.6 %3,718 14.6 %
Laboratory Products and Services12,245 38.0 %10,599 41.5 %
Eliminations(2,662)(8.3)%(1,153)(4.5)%
 $32,218 100 %$25,542 100 %
Salesadjusted operating income margin decreased in 2020 were $32.22 billion, an increase of $6.68 billion from 2019. Sales increased $78 million due to acquisitions, net of a divestiture. The favorable effects of currency translation resulted in an increase in revenues of $133 million in 2020.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview of Results of Operations and Liquidity (continued)
Aside from the effects of acquisitions/divestitures and currency translation, revenues increased $6.47 billion (25%) primarily due to increased demand. Sales of products that address COVID-19 testing and treatment totaled $6.63 billion in 2020, and were offset in part by lower revenues in the remainder of the business during the first half of 2020. Sales were particularly strong in diagnostic and healthcare markets, due to demand for products supporting customers diagnosing the COVID-19 virus, offset in part by lower sales of other products due to pandemic-related impacts on customer activity. Sales were also strong to customers in pharma and biotech markets where demand was strong for products and services and pandemic-related demand for therapies and vaccines also contributed to growth. Sales to customers in industrial markets decreased primarily due to lower demand from weakened economic conditions related to COVID-19. Sales to these customers returned to positive growth in the fourth quarter of 2020. Sales to academic and government customers decreased2022 due primarily to closurelower COVID-19 testing volumes, continued strategic growth investments, and the expected impact of academic labs during the global pandemic. Salesincorporating recent acquisitions. This was partially offset by strong pricing realization across all segments to these customers returned to positive growth in the third quarter of 2020. Sales growth was particularlyaddress higher inflation while also driving strong in North America and Europe and, to a lesser extent, in the Asia-Pacific region.
In 2020, total company operating income andproductivity. GAAP operating income margin were $7.79 billion and 24.2%, respectively, compared with $4.59 billion and 18.0%, respectively, in 2019. The increase in operating income2022 was primarily due to profit onalso impacted by higher sales and, toamortization expense as a lesser extent, sales mix, offset in part by a gain on the saleresult of the Anatomical Pathology business included in the 2019 period and strategic growth investments in 2020. 2021 acquisitions.
The company’s references to strategic growth investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, focused 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
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THERMO FISHER SCIENTIFIC INC.
productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system including reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions, including headcount reductions and consolidation of facilities, and low cost region manufacturing. Productivity improvements are calculated net
Notable Recent Acquisitions
On January 15, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, the Belgium-based European viral vector manufacturing business of inflationary cost increases.Groupe Novasep SAS. The European viral vector manufacturing business provides manufacturing services for vaccines and therapies to biotechnology companies and large biopharma customers. The acquisition expands the segment’s capabilities for cell and gene vaccines and therapies.
On February 25, 2021, the company acquired, within the Life Sciences Solutions segment, Mesa Biotech, Inc., a U.S.-based molecular diagnostic company. Mesa Biotech has developed and commercialized a PCR based rapid point-of-care testing platform available for detecting infectious diseases including COVID-19. The acquisition enables the company to accelerate the availability of reliable and accurate advanced molecular diagnostics at the point of care.
On September 30, 2021, the company assumed operating responsibility, within the Laboratory Products and Biopharma Services segment, of a new state-of-the-art biologics manufacturing facility in Lengnau, Switzerland from CSL Limited to perform pharma services for CSL with capacity to serve other customers as well.
On December 8, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, PPD, Inc., a U.S.-based global provider of clinical research services to the pharma and biotech industry. The addition of PPD’s clinical research services enhances our offering to biotech and pharma customers by enabling them to accelerate innovation and increase their productivity within the drug development process.
On December 30, 2021, the company acquired, within the Life Sciences Solutions segment, PeproTech, Inc., a U.S.-based developer and manufacturer of recombinant proteins. PeproTech provides bioscience reagents known as recombinant proteins, including cytokines and growth factors. The acquisition expands the segment’s bioscience offerings.
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.
Segment Results
The company recordedcompany’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 4. Accordingly, the following segment data are reported on this basis.
(Dollars in millions)20222021
Revenues
Life Sciences Solutions$13,532 $15,631 
Analytical Instruments6,624 6,069 
Specialty Diagnostics4,763 5,659 
Laboratory Products and Biopharma Services22,511 14,862 
Eliminations(2,515)(3,010)
Consolidated revenues$44,915 $39,211 
Life Sciences Solutions
Organic* (non-GAAP measure)
(Dollars in millions)20222021Total
Change
Currency
Translation
Acquisitions/ Divestitures
Revenues$13,532 $15,631 (13)%(3)%%(12)%
Segment income$5,582 $7,817 (29)%
Segment income margin41.2 %50.0 %(8.8) pt
The decrease in organic revenues in 2022 was primarily due to lower revenue in the genetic sciences business, driven by moderation in testing demand to diagnose COVID-19, partially offset by growth in the bioproduction business. The decrease in segment income margin resulted primarily from business mix and strategic growth investments, partially offset by productivity improvements.
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THERMO FISHER SCIENTIFIC INC.
Analytical Instruments
Organic* (non-GAAP measure)
(Dollars in millions)20222021Total
Change
Currency
Translation
Acquisitions/ Divestitures
Revenues$6,624 $6,069 %(5)%%14 %
Segment income1,507 1,197 26 %
Segment income margin22.8 %19.7 %3.1 pt
The increase in organic revenues in 2022 was due to increased demand across all the segment’s businesses, with particular strength in the electron microscopy and chromatography and mass spectrometry businesses. The increase in segment income margin resulted primarily from profit on higher sales, productivity improvements and business mix, offset in part by strategic growth investments.
Specialty Diagnostics
Organic* (non-GAAP measure)
(Dollars in millions)20222021Total
Change
Currency
Translation
Acquisitions/ Divestitures
Revenues$4,763 $5,659 (16)%(3)%%(13)%
Segment income1,024 1,280 (20)%
Segment income margin21.5 %22.6 %(1.1) pt
The decrease in organic revenues in 2022 was primarily driven by products addressing diagnosis of COVID-19, partially offset by growth in the immunodiagnostics and transplant diagnostics businesses. The decrease in segment income margin was primarily due to lower COVID-19 testing volume, largely offset by productivity improvements and positive business mix. Segment income margin in 2021 was also impacted by a provision$13 million credit to cost of product revenue as a result of changing the method of accounting for inventories.
Laboratory Products and Biopharma Services
Organic* (non-GAAP measure)
(Dollars in millions)20222021Total
Change
Currency
Translation
Acquisitions/ Divestitures
Revenues$22,511 $14,862 51 %(3)%45 %10 %
Segment income2,872 1,844 56 %
Segment income margin12.8 %12.4 %0.4 pt
The increase in organic revenues in 2022 was primarily due to higher sales across each of the segment’s businesses, with particular strength in the pharma services business and research and safety market channel. PPD, the company’s clinical research business, contributed $7.11 billion of revenue during 2022. The increase in segment income taxesmargin was primarily due to the benefit of $850recent acquisitions, profit on higher sales, and productivity improvements, offset in part by strategic growth investments. Segment income margin in 2021 was also impacted by a $20 million credit to cost of product revenue as a result of changing the method of accounting for inventories.
*    Results may not sum due to rounding
Non-operating Items
(Dollars in millions)20222021
Net interest expense$454 $493 
GAAP other income/(expense)(104)(694)
Adjusted other income/(expense) (non-GAAP measure)
13 38 
GAAP tax rate9.0 %12.5 %
Adjusted tax rate (non-GAAP measure)
13.0 %14.6 %

Net interest expense (interest expense less interest income) decreased due primarily to lower average interest rates on debt and higher average interest rates on cash balances, partially offset by the increase in debt to finance the acquisition of PPD and for general corporate purposes. See additional discussion under the caption “Liquidity and Capital Resources” below.
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 2022 also includes $160 million of net losses on investments, $26 million of losses on the
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early extinguishment of debt (Note 10), partially offset by $67 million of net gains on derivative instruments to address certain foreign currency risks and $2 million of net settlement gains on pension plans. GAAP other income/(expense) in 2021 also includes $767 million of losses on the early extinguishment of debt and $36 million of financing costs associated with obtaining bridge financing commitments in connection with the agreement to acquire PPD (Note 2), offset in part by $66 million of net gains on investments.
The company’s GAAP and adjusted tax rates decreased in 2022 compared to 2021 primarily due to releases of valuation allowances of $87 million in 2020 (effective2022 in jurisdictions where the deferred tax assets are now expected to be realized. The company’s 2022 GAAP tax rate was also impacted by changes in tax rates and higher amortization expense as a result of 11.8%). In 2020, the company implemented foreign tax credit planning in Sweden which resulted in $96 million of foreign tax credits, with no related incremental U.S. income tax expense and also recorded2021 acquisitions, as well as a net income tax benefit of $51$208 million from a domestication transaction involving the transfer of non-U.S. subsidiaries to the U.S.; a $47 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements; and a $27 million tax benefitresulting from tax audit settlements.
settlements (see Note 8). The company recorded a provision for income taxes of $374 million in 2019 (effectivecompany’s 2021 GAAP and adjusted tax rate of 9.2%) including $191 million related to the gain on the sale of the Anatomical Pathology business. In 2019, the company recorded a $62 millionrates were also impacted by income tax benefit related to a foreign exchange loss for tax purposesbenefits on certain intercompany financing arrangements; implemented foreign tax credit planning in Sweden which resulted in $75 million of foreign tax credits, with no related incremental U.S. income tax expense; and recorded a $79 million income tax benefit related to the deferred tax implications of intra-entity transactions which included a tax benefit to release a valuation allowance against net operating losses previously determined to be unrealizable.totaling $284 million.
The effective tax rate in both 20202022 and 20192021 was 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 and totaled $1.32$1.23 billion and $0.90$2.18 billion in 20202022 and 2019,2021, respectively.
The company expects its GAAP effective tax rate in 20212023 will be between 11%7% and 13%9% 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% in 2023.
NetThe 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 increasedin 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 $6.38 billion in 2020,materially affect the company’s income tax provision or net income, aside from $3.70 billion in 2019 principally dueany resulting one-time adjustment to the increase in operating income in 2020 (discussed above) offset in part bycompany’s deferred tax balances to reflect a new rate.
Liquidity and Capital Resources
The company’s proven growth strategy has enabled it to generate free cash flow as well as access the increase in the income tax provision.capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.
During 2020,
December 31,December 31,
(In millions)20222021
Cash and cash equivalents$8,524 $4,477 
Total debt34,488 34,870 
Approximately half of the company’s cash flowbalances and cash flows from operations totaled $8.29 billion compared with $4.97 billion for 2019. The increase primarily resultedare from higher cash provided by income and, to a lesser extent, lower investment in working capital in 2020.
As of December 31, 2020,outside the company’s short-term debt totaled $2.63 billion, substantially all of which was redeemed in January 2021.U.S. The company has a revolving credit facility with a bank group that provides up to $3.00 billionuses its non-U.S. cash for needs outside of unsecured multi-currency revolving credit (Note 10). Ifthe U.S. including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company borrows under this facility, it intendsalso transfers cash to leave undrawn an amount
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THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overviewthe U.S. using non-taxable returns of Results of Operations and Liquidity (continued)
equivalent to outstanding commercial paper to provide a source of funds incapital as well as dividends where the event that commercial paper markets are not available.related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As of December 31, 2020, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately $31 million as a result of outstanding lettersusing such means of credit.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 of $10.33 billion as of December 31, 2020 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, 2022, the company’s short-term debt totaled $5.58 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 10). 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, 2022, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.
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THERMO FISHER SCIENTIFIC INC.
(In millions)20222021
Net cash provided by operating activities$9,154 $9,312 
Net cash used in investing activities(2,159)(21,932)
Net cash (used in) provided by financing activities(2,810)6,581 
Free cash flow (non-GAAP measure)
6,935 6,809 
Operating Activities
During 2022, cash provided by income was offset in part by investments in working capital. Increases in accounts receivable and inventories used cash of $0.43 billion and $0.83 billion, respectively, primarily to support growth in sales. An increase in accounts payable provided cash of $0.65 billion. Cash payments for income taxes were $1.23 billion during 2022.
During 2021, cash provided by income was offset in part by investments in working capital. Increases in accounts receivable and inventories used cash of $0.20 billion and $1.07 billion, respectively, primarily to support growth in sales. An increase in accounts payable provided cash of $0.48 billion. Changes in other assets and other liabilities used cash of $0.72 billion primarily due to the timing of tax and incentive compensation payments. Cash payments for income taxes were $2.18 billion during 2021.
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 12 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 2022, acquisitions used cash of $0.04 billion. The company’s investing activities were principally for the purchase of property, plant and equipment for capacity and capability investments.
During 2021, acquisitions used cash of $19.40 billion. The company’s investing activities also included the purchase of $2.52 billion of property, plant and equipment.
The company expects that for all of 2023, expenditures for property, plant and equipment, net of disposals, will be approximately $2.0 billion.
Financing Activities
During 2022, issuance of senior notes provided $3.19 billion in cash. Repayment of senior notes and net commercial paper activity used cash of $0.38 billion and $2.16 billion, respectively. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.3 million shares) and the payment of $0.46 billion in cash dividends. On September 23, 2021, the Board of Directors authorized the repurchase of up to $3.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the fourth quarter of 2022 were purchased under this program, depleting the 2021 authorization. On November 10, 2022, the Board of Directors authorized the repurchase of up to $4.00 billion of the company’s common stock. Early in the first quarter of 2023, the company repurchased $3.00 billion of the company's common stock (5.2 million shares). At February 23, 2023, authorization remained for $1.00 billion of future repurchases of the company’s common stock.
During 2021, issuance of senior notes provided $18.14 billion of cash. A net increase in commercial paper obligations provided cash of $2.51 billion. Repayment of debt used cash of $11.74 billion, including $4.30 billion to repay the debt assumed in the acquisition of PPD. The company’s financing activities also included the repurchase of $2.00 billion of the company's common stock (4.1 million shares) and the payment of $0.40 billion in cash dividends.
In addition to the obligations on the balance sheet at December 31, 2022, which include, but are not limited to, debt (Note 10), unrecognized tax benefits (Note 8), operating leases (Note 11), pension obligations (Note 7) and contingent consideration (Note 14), the company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties (Note 12).
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
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THERMO FISHER SCIENTIFIC INC.
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 income 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.
The 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 “Overview” and “Results of Operations” sections and below.
(Dollars in millions except per share amounts)20222021
Reconciliation of adjusted operating income and adjusted operating income margin
GAAP operating income$8,393 18.7 %$10,028 25.6 %
Cost of revenues adjustments (a)46 0.1 %0.0 %
Selling, general and administrative expenses adjustments (b)37 0.1 %144 0.4 %
Restructuring and other costs (c)114 0.3 %197 0.5 %
Amortization of acquisition-related intangible assets2,395 5.3 %1,761 4.5 %
Adjusted operating income (non-GAAP measure)
$10,985 24.5 %$12,138 31.0 %
Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)$(104)$(694)
Adjustments (d)117 732 
Adjusted other income/(expense) (non-GAAP measure)
$13 $38 
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THERMO FISHER SCIENTIFIC INC.
(Dollars in millions except per share amounts)20222021
Reconciliation of adjusted tax rate
GAAP tax rate9.0 %12.5 %
Adjustments (e)4.0 %2.1 %
Adjusted tax rate (non-GAAP measure)
13.0 %14.6 %
Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.$17.63 $19.46 
Cost of revenues adjustments (a)0.12 0.02 
Selling, general and administrative expenses adjustments (b)0.09 0.36 
Restructuring and other costs (c)0.29 0.50 
Amortization of acquisition-related intangible assets6.07 4.43 
Other income/expense adjustments (d)0.30 1.84 
Provision for income taxes adjustments (e)(1.70)(1.49)
Equity in earnings/losses of unconsolidated entities0.44 0.01 
Adjusted EPS (non-GAAP measure)
$23.24 $25.13 
Reconciliation of free cash flow
GAAP net cash provided by operating activities$9,154 $9,312 
Purchases of property, plant and equipment(2,243)(2,523)
Proceeds from sale of property, plant and equipment24 20 
Free cash flow (non-GAAP measure)
$6,935 $6,809 
(a) Adjusted results exclude charges for the sale of inventories revalued at the date of acquisition. Adjusted results in 2022 also exclude $27 million of inventory write-downs associated with large-scale abandonment of product lines.
(b) Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.
(c) Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges/credits for environmental-related matters, abandoned facility and other expenses of headcount reductions within several businesses and real estate consolidations. Adjusted results in 2022 also exclude $14 million of gain on the sale of intellectual property. Adjusted results in 2021 also exclude $122 million of charges for impairments of acquired intangible assets and $35 million of charges for compensation due to employees at recently acquired businesses at the date of acquisition.
(d) Adjusted results exclude net gains/losses on investments and losses on the early extinguishment of debt. Adjusted results in 2022 also exclude $67 million of net gains on derivative instruments to address certain foreign currency risks and $2 million of net settlement gains for pension plans. Adjusted results in 2021 also exclude $36 million of charges for amortization of bridge loan commitment fees related to a pending acquisition.
(e) Adjusted provision for income taxes excludes 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 (including a $658 million benefit from an audit settlement in 2022). Adjusted results in 2022 also exclude a $423 million charge for the impact of deferred tax realizability assessments as a result of audit settlements.
Critical Accounting Policies and Estimates
The company’s discussion and analysis of its financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to intangible assetsacquisition-related measurements and goodwill, income taxes and contingencies and litigation.taxes. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management bases its estimates on historical experience, current market and economic conditions and other assumptions that management believes are reasonable. The results of these estimates form the basis for judgments about the carrying value of assets and liabilities where the values are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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THERMO FISHER SCIENTIFIC INC.
The company believes the following represent its critical accounting policies and estimates used in the preparation of its financial statements:
(a)Acquisition-related MeasurementsIntangible Assets and Goodwill
Business Combinations
The company uses assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of the company’s acquisitions, requires the use of significant judgment with regard to (i) the fair value;value and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. The company estimates the fair value of acquisition-related intangible assets principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses.businesses, which include estimates of customer attrition and technology obsolescence rates. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition. Definite-lived intangible assets totaled $11.45 billion at December 31, 2020. The company reviews definite-lived intangible assetsSee Note 2 for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Actual cash flows arising from a particular intangible asset could vary from projected cash flows which could imply different carrying values from those established at the dates of acquisitionadditional information about our recent business combinations.
Goodwill and which could result in impairment of such asset.Indefinite-lived Intangible Assets
The company evaluates goodwill and indefinite-lived intangible assets for impairment annually and when events occur or circumstances change that would more likely than not reduce the fair value of thean asset below its carrying amount. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts.courts, among others. Goodwill and indefinite-lived intangible assets totaled $26.04$41.20 billion and $1.24 billion, respectively, at December 31, 2020.2022 (see Note 1 for additional information). Estimates of discounted future cash flows require assumptions related to revenue and operating income growth rates, discount rates and other factors. For the goodwill impairment tests, the company also considers (i) peer revenues and earnings trading multiples from companies that have operational and financial characteristics that are similar to the respective reporting units and (ii) estimated weighted average costs of capital. Different assumptions from those made in the company’s analysis could materially affect projected cash flows and the company’s evaluation of goodwill and indefinite-lived intangible assets for impairment.
TheExcept as described below, the company performed the quantitative goodwill impairment test for all of its reporting units and indefinite-lived intangible assets. IndicationsDeterminations of fair value based on projections of profitabilitydiscounted cash flows, which decreased from the prior year projections primarily due to higher discount rates, and based on peer revenues and earnings trading multiples, which also decreased from the prior year, were sufficient to conclude that no impairmentimpairments of goodwill or indefinite-lived intangible assets existed at the end of the tenth fiscal month of 2020,2022, the date of the company’s annual impairment testing. There were no interim impairments of goodwill or indefinite-lived intangible assets in 2022. There can be no assurance, however, that an economic downturnadverse events or conditions will not materially adversely affect peer trading multiples andcause the
26


THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Critical Accounting Policies and Estimates (continued)
company’s businesses such that they do not achieve their forecasted profitability and fair values of these assets become impaired.to decline. Should the fair valuevalues of the company’s goodwillreporting units or indefinite-lived intangible assets decline because of reduced operating performance, market declines, or other indicators of impairment, or as a result of changes in the discount rate,rates, charges for impairment may be necessary.
With the completion of the PPD acquisition in December 2021, the company established two new reporting units that solely consist of the legacy PPD businesses, the book carrying values of which equaled their fair values as of the acquisition date. During its annual 2022 goodwill impairment assessments, the company performed qualitative assessments of these reporting units and determined that no events had occurred and no circumstances had changed that would more-likely-than-not reduce the fair values of the reporting units below their carrying amounts. As a result, the company did not perform the quantitative goodwill impairment tests for these reporting units. Given that the fair values of the reporting units were unlikely to be substantially in excess of their carrying values as of the annual 2022 assessment date, relatively small decreases in future cash flows versus anticipated results, decreases in peer trading multiples and/or increases in weighted average costs of capital could result in impairment of goodwill. The reporting units consisting of the legacy PPD businesses had $13.41 billion of goodwill, and an overall carrying value of $19.30 billion as of December 31, 2022.
Definite-lived Intangible Assets
Definite-lived intangible assets totaled $16.21 billion at December 31, 2022 (see Note 1 for additional information). Certain definite-lived intangible assets have largely independent cash flows. The company reviews these definite-lived intangible assets for impairment individually when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Actual cash flows arising from a particular intangible asset could vary from projected cash flows, which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such asset. Most of the company’s definite-lived intangible assets are used in conjunction with other assets, such as property, plant and equipment and operating lease right-of-use assets. In these situations, the company considers
26

(b)
THERMO FISHER SCIENTIFIC INC.
the asset groups to be the units of account for impairment testing. The company recorded impairments of $0.12 billion in 2021 (see Note 16).
Income Taxes
Unrecognized Tax Benefits
In the ordinary course of business there is inherent uncertainty in quantifying the company’s income tax positions. The company 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, the company 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. Should tax return positions that the company expects are sustainable not be sustained upon audit, the company could be required to record an incremental tax provision for such taxes. The company’s liability for these unrecognized tax benefits totaled $1.09$0.57 billion at December 31, 2020.2022, compared to $1.12 billion at December 31, 2021, primarily as a result of an audit settlement (see Note 8).
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 the company 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. Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or the company’s level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence the company’s net income.
Valuation Allowances
The company 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 the company has been able to determine that its 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, the company reverses the related valuation allowance. Any such reversals are recorded as a reduction of the company’s tax provision. The company’s tax valuation allowance totaled $933 million$1.32 billion at December 31, 2020.2022, compared to $0.97 billion at December 31, 2021, primarily driven by the assessment of additional tax assets resulting from an audit settlement during the year (see Note 8). Should the company’s actual future taxable income by tax jurisdiction vary from estimates, additional allowances or reversals thereof may be necessary.
The company has not provided U.S. state income taxes or additional non-U.S. taxes on certain of its non-U.S. subsidiaries’ undistributed earnings, as such amounts are intended to be reinvested outside the United States indefinitely in the respective jurisdictions based on specific business plans and tax strategies. These business plans and tax strategies consider: short-term and long-term forecasts and budgets of the U.S. parent and non-U.S. subsidiaries; working capital and other needs in locations where earnings are generated; the company’s past practices regarding non-U.S. subsidiary dividends; sources of financing by the U.S. parent, such as issuing debt or equity; and uses of cash by the U.S. parent that are more discretionary in nature, such as business combinations and share repurchase programs. However, should the company change its business plans and tax strategies in the future and decide to repatriate a portion of these earnings to one of its U.S. subsidiaries, including cash maintained by these non-U.S. subsidiaries, the company would recognize additional tax liabilities. It is not practicable to estimate the amount of additional U.S. state income tax and non-U.S. tax liabilities that the company would incur. The company’s intent is to only make distributions from non-U.S. subsidiaries in the future when they can be made at no net tax costs.
(c)Contingencies and Litigation
The company records accruals for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Accruals of acquired businesses, including product liability and environmental accruals, are initially recorded at fair value and discounted to their net present value. Additionally, the company records receivables from third-party insurers when recovery has been determined to be probable.
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THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
2020 Compared With 2019
(In millions)20202019Total
Change
Currency
Translation
Acquisitions/DivestituresOperations
Revenues      
Life Sciences Solutions$12,168 $6,856 $5,312 $29 $— $5,283 
Analytical Instruments5,124 5,522 (398)39 — (437)
Specialty Diagnostics5,343 3,718 1,625 14 (121)1,732 
Laboratory Products and Services12,245 10,599 1,646 52 184 1,410 
Eliminations(2,662)(1,153)(1,509)(1)15 (1,523)
Consolidated Revenues$32,218 $25,542 $6,676 $133 $78 $6,465 
Sales in 2020 were $32.22 billion, an increase of $6.68 billion from 2019. Sales increased $78 million due to acquisitions, net of a divestiture. The favorable effects of currency translation resulted in an increase in revenues of $133 million in 2020. Aside from the effects of acquisitions and currency translation, revenues increased $6.47 billion (25%) primarily due to increased demand. Sales of products that address COVID-19 testing and treatment totaled $6.63 billion in 2020, and were offset in part by lower revenues in the remainder of the business during the first half of 2020. Sales were particularly strong in diagnostic and healthcare markets, due to demand for products supporting customers diagnosing the COVID-19 virus, offset in part by lower sales of other products due to pandemic-related impacts on customer activity. Sales were also strong to customers in pharma and biotech markets where demand was strong for products and services and pandemic-related demand for therapies and vaccines also contributed to growth. Sales to customers in industrial markets decreased primarily due to lower demand from weakened economic conditions related to COVID-19. Sales to these customers returned to positive growth in the fourth quarter of 2020. Sales to academic and government customers decreased due primarily to closure of academic labs during the global pandemic. Sales to these customers returned to positive growth in the third quarter of 2020. Sales growth was particularly strong in North America and Europe and, to a lesser extent, in the Asia-Pacific region.
In 2020, total company operating income and operating income margin were $7.79 billion and 24.2%, respectively, compared with $4.59 billion and 18.0%, respectively, in 2019. The increase in operating income was primarily due to profit on higher sales and, to a lesser extent, sales mix, offset in part by a gain on the sale of the Anatomical Pathology business included in the 2019 period and strategic growth investments in 2020.
In 2020, the company recorded restructuring and other costs, net, of $95 million (Note 16). In 2019, the company recorded restructuring and other income, net, of $334 million, including $482 million of net gains on the sale of businesses, principally the Anatomical Pathology business (Note 2). The restructuring projects for which charges were incurred in 2020 are expected to result in annual cost savings of approximately $55 million beginning in part in 2020 and, to a greater extent, in 2021. The restructuring actions for which charges were incurred in 2019 resulted in annual cost savings of approximately $60 million beginning in part in 2019 and to a greater extent in 2020.
Segment Results
The company’s management evaluates segment operating performance using operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition-related activities; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines; 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 facilitate comparison of performance for determining compensation (Note 4). Accordingly, the following segment data is reported on this basis.
28



THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations (continued)
(Dollars in millions)20202019Change
Revenues
Life Sciences Solutions$12,168 $6,856 77 %
Analytical Instruments5,124 5,522 (7)%
Specialty Diagnostics5,343 3,718 44 %
Laboratory Products and Services12,245 10,599 16 %
Eliminations(2,662)(1,153)131 %
Consolidated Revenues$32,218 $25,542 26 %
Segment Income
Life Sciences Solutions$6,109 $2,446 150 %
Analytical Instruments808 1,273 (37)%
Specialty Diagnostics1,368 930 47 %
Laboratory Products and Services1,271 1,324 (4)%
Subtotal Reportable Segments9,556 5,973 60 %
Cost of Revenues Charges(6)(17)
Selling, General and Administrative Charges, Net10 (62)
Restructuring and Other (Costs) Income, Net(99)413 
Amortization of Acquisition-related Intangible Assets(1,667)(1,713)
Consolidated Operating Income$7,794 $4,594 70 %
Reportable Segments Income Margin29.7 %23.4 %
Consolidated Operating Income Margin24.2 %18.0 %
Income from the company’s reportable segments increased 60% to $9.56 billion in 2020 due primarily to profit on higher sales and, to a lesser extent, sales mix, offset in part by strategic growth investments.
Life Sciences Solutions
(Dollars in millions)20202019Change
Revenues$12,168 $6,856 77 %
Operating Income Margin50.2 %35.7 %14.5 pt
Sales in the Life Sciences Solutions segment increased $5.31 billion to $12.17 billion in 2020. Sales increased $5.28 billion (77%) due to higher revenues at existing businesses. The favorable effects of currency translation resulted in an increase in revenues of $29 million. The increase in revenues at existing businesses was primarily driven by demand for testing to diagnose COVID-19 with higher sales of genetic sciences products and, to a lesser extent, bioscience products. Sales also grew due to higher demand for bioproduction products.
Operating income margin was 50.2% in 2020 compared to 35.7% in 2019. The increase resulted primarily from profit on higher sales and, to a lesser extent, sales mix, offset in part by strategic growth investments.
Analytical Instruments
(Dollars in millions)20202019Change
Revenues$5,124 $5,522 (7)%
Operating Income Margin15.8 %23.1 %-7.3 pt
29


THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations (continued)
Sales in the Analytical Instruments segment decreased $398 million to $5.12 billion in 2020. Sales decreased $437 million (-8%) due to lower revenues at existing businesses. The favorable effects of currency translation resulted in an increase in revenues of $39 million. The decrease in revenues at existing businesses was primarily the result of reduced demand from industrial customers following business slowing and closures due to COVID-19 and lower sales to academic customers due to pandemic-related closures. The segment returned to positive growth in the fourth quarter of 2020.
Operating income margin was 15.8% in 2020 compared to 23.1% in 2019. The decrease was primarily due to sales mix, the decrease in sales, a $108 million charge related to a long-term supply contract (discussed in Note 12), and, to a lesser extent, strategic growth investments, offset in part by productivity improvements.
Specialty Diagnostics
(Dollars in millions)20202019Change
Revenues$5,343 $3,718 44 %
Operating Income Margin25.6 %25.0 %0.6 pt
Sales in the Specialty Diagnostics segment increased $1.63 billion to $5.34 billion in 2020. Sales increased $1.73 billion (48%) due to higher revenues at existing businesses. The favorable effects of currency translation resulted in an increase in revenues of $14 million and the divestiture of the Anatomical Pathology business in June 2019 decreased revenues by $121 million. The increase in revenues at existing businesses was due to higher demand primarily driven by products addressing treatment of COVID-19, with particular strength in sales of products sold through the segment's healthcare market channel business, and to a lesser extent, microbiology and clinical diagnostics products. These increases were offset in part by lower sales in some of the segment’s businesses due to pandemic-related reductions in demand.
Operating income margin was 25.6% in 2020 and 25.0% in 2019. The increase was primarily due to profit on higher sales, offset in part by sales mix and, to a lesser extent, strategic growth investments.
Laboratory Products and Services
(Dollars in millions)20202019Change
Revenues$12,245 $10,599 16 %
Operating Income Margin10.4 %12.5 %-2.1 pt
Sales in the Laboratory Products and Services segment increased $1.65 billion to $12.25 billion in 2020. Sales increased $1.41 billion (13%) due to higher revenues at existing businesses and $184 million due to acquisitions. The favorable effects of currency translation resulted in an increase in revenues of $52 million. The increase in revenues at existing businesses was primarily due to increased demand for products sold through its research and safety market channel business and, to a lesser extent, service offerings of the segment's pharma services business. The increase in demand was driven by pandemic response as well as the segment’s other products and services.
Operating income margin was 10.4% in 2020 and 12.5% in 2019. The decrease was primarily due to sales mix and strategic growth investments, offset in part by profit on higher sales and, to a lesser extent, productivity improvements.
Other Expense, Net
In 2020, the company recorded $81 million of financing costs for a terminated acquisition, primarily for amortization of loan commitment fees and entering into currency hedging contracts. In 2019, the company recorded $184 million of losses on the early extinguishment of debt, offset in part by $44 million of net gains on investments. The investment gains include a $28 million gain on the sale of a joint venture for net proceeds of $42 million. In the first quarter of 2021, the company recorded approximately $197 million of losses on the early extinguishment of debt (Note 10).
Provision for Income Taxes
The company recorded a provision for income taxes of $850 million in 2020 (effective tax rate of 11.8%). In 2020, the company implemented foreign tax credit planning in Sweden which resulted in $96 million of foreign tax credits, with no related incremental U.S. income tax expense and also recorded a net income tax benefit of $51 million from a domestication
30


THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations (continued)
transaction involving the transfer of non-U.S. subsidiaries to the U.S.; a $47 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements; and a $27 million tax benefit from tax audit settlements.
The company recorded a provision for income taxes of $374 million in 2019 (effective tax rate of 9.2%) including $191 million related to the gain on the sale of the Anatomical Pathology business. In 2019, the company recorded a $62 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements; implemented foreign tax credit planning in Sweden which resulted in $75 million of foreign tax credits, with no related incremental U.S. income tax expense; and recorded a $79 million income tax benefit related to the deferred tax implications of intra-entity transactions which included a tax benefit to release a valuation allowance against net operating losses previously determined to be unrealizable.
The effective tax rate in both 2020 and 2019 was 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 and totaled $1.32 billion and $0.90 billion in 2020 and 2019, respectively.
The company expects its effective tax rate in 2021 will be between 11% and 13% 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 has operations and a taxable presence in approximately 50 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.
Recent Accounting Pronouncements
A description of recently issued accounting standards is included under the heading “RecentRecent Accounting Pronouncements”Pronouncements in Note 1.
Contingent Liabilities
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 12 could have a material adverse effect on the company’s financial position as well as its results of operations and cash flows.

Liquidity and Capital Resources
Consolidated working capital (current assets less current liabilities) was $11.65 billion at December 31, 2020, compared with $5.70 billion at December 31, 2019. Included in working capital were cash and cash equivalents of $10.33 billion at December 31, 2020 and $2.40 billion at December 31, 2019. The increase in cash was primarily due to the issuance of long-term senior notes in March and April 2020 and higher cash flow from operations in 2020.
2020
Cash provided by operating activities was $8.29 billion during 2020. Cash provided by income was offset in part by investments in working capital. Increases in accounts receivable and inventories used cash of $1.30 billion and $508 million, respectively, primarily to support growth in sales. Changes in other assets and liabilities provided cash of $1.45 billion primarily due to the timing of incentive compensation payments and, to a lesser extent, customer billings. Cash payments for income taxes increased to $1.32 billion during 2020, compared with $0.90 billion in 2019.
During 2020, the company’s investing activities used $1.51 billion of cash, principally for the purchase of property, plant and equipment. In January and February 2021, the company completed acquisitions for approximately $950 million in cash plus contingent consideration and entered an agreement to acquire another business for $450 million in cash plus contingent consideration (Note 17).
31


THERMO FISHER SCIENTIFIC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (continued)
The company’s financing activities provided $959 million of cash during 2020. Issuance of senior notes provided cash of $3.46 billion. Repayment of senior notes used cash of $713 million. The company’s financing activities also included the repurchase of $1.50 billion of the company's common stock and the payment of $337 million in cash dividends, offset in part by $196 million of net proceeds from employee stock option exercises. On November 8, 2019, the Board of Directors authorized the repurchase of up to $2.50 billion of the company’s common stock. On November 5, 2020, the Board of Directors 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 $2.50 billion of the company’s common stock. Early in the first quarter of 2021, the company repurchased $1.50 billion of the company's common stock. At February 24, 2021, authorization remained for $1.00 billion of future repurchases of the company’s common stock.
As of December 31, 2020, the company’s short-term debt totaled $2.63 billion, substantially all of which was redeemed in January 2021. The company has a revolving credit facility with a bank group that provides up to $3.00 billion of unsecured multi-currency revolving credit (Note 10). 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, 2020, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately $31 million as a result of outstanding letters of credit.
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 and repayment of acquisition-related intercompany debt to the U.S. In addition, the company also transfers cash to the U.S. using non-taxable 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 of $10.33 billion as of December 31, 2020 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.
The company expects that for 2021, expenditures for property, plant and equipment, net of disposals, will be between $2.2 and $2.4 billion.
In addition to the obligations on the balance sheet at December 31, 2020, which include debt (Note 10), unrecognized tax benefits (Note 8), operating leases (Note 11) and pension obligations (Note 7), the company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties (Note 12).
2019
Cash provided by operating activities was $4.97 billion during 2019. Cash provided by income was offset in part by increased investments in working capital. Increases in accounts receivable and inventories used cash of $225 million and $458 million, respectively, primarily to support growth in sales. Changes in other assets and liabilities used cash of $198 million primarily due to the timing of customer billings and tax refunds, offset in part by advanced payments from customers. Cash payments for income taxes increased to $896 million during 2019, compared with $591 million in 2018.
During 2019, the company’s investing activities used $1.49 billion of cash. Acquisitions used cash of $1.84 billion. Proceeds from the sale of the Anatomical Pathology business provided $1.13 billion. The company’s investing activities also included the purchase of $926 million of property, plant and equipment.
The company’s financing activities used $3.12 billion of cash during 2019. Repayment of senior notes used cash of $6.36 billion. New long-term borrowings provided cash of $5.64 billion. A net decrease in commercial paper obligations used cash of $683 million. The company’s financing activities also included the repurchase of $1.50 billion of the company’s common stock and the payment of $297 million in cash dividends, offset in part by $153 million of net proceeds from employee stock option exercises.

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THERMO FISHER SCIENTIFIC INC.
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
The company is exposed to market risk from changes in interest rates and currency exchange rates, which could affect its future results of operations and financial condition. The company manages its exposure to these risks through its regular operating and financing activities. The company has periodically hedged interest rate risks of fixed-rate instruments with offsetting interest rate swaps. Additionally, the company uses short-term forward and option contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates. Such exposures result from purchases, sales, cash and intercompany loans that are denominated in currencies other than the functional currencies of the respective operations. The currency-exchange contracts principally hedge transactions denominated in Swiss franc, euro, British pounds sterling, CanadianSingapore dollars, Japanese yen, Hong Kong dollars, Japanese yenCzech koruna and Czech koruna.Swedish krona. Income and losses arising from these derivative contracts are recognized as offsets to losses and income resulting from the underlying exposure being hedged. The company does not enter into speculative derivative agreements.
Interest Rates
The company is exposed to changes in interest rates while conducting normal business operations as a result of ongoing investing and financing activities, which affect the company’s debt as well as cash and cash equivalents. As of December 31, 2020,2022, the company’s debt portfolio was comprised primarily of fixed rate borrowings. The fair market value of the company’s fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as
27


THERMO FISHER SCIENTIFIC INC.
interest rates fall and decrease as interest rates rise. The total estimated fair value of the company’s debt at December 31, 20202022 was $24.67$30.29 billion (Note 14). Fair values were determined from available market prices using current interest rates and terms to maturity. If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, 20202022 would increase by approximately $1.52$2.00 billion. If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, 20202022 would decrease by approximately $1.92$1.75 billion.
In addition, interest rate changes would result in a change in the company’s interest expense due to variable-rate debt instruments including swap arrangements. In 2020,2022, a 100 basis point increase in interest rates on the swap arrangements and variable-rate debt would have increased the company’s annual pre-tax interest expense by approximately $14$35 million.
Currency Exchange Rates
The company views its investment in international subsidiaries with a functional currency other than the U.S. dollar as permanent. The company’s investment in international subsidiaries is sensitive to fluctuations in currency exchange rates. The functional currencies of the company’s international subsidiaries are principally denominated in euro, British pounds sterling, Swedish kronor,krona, Canadian dollars, Swiss franc, Norwegian kroner and Danish kroner. The effect of a change in the period ending currency exchange rates on the company’s net investment in international subsidiaries is reflected in the “accumulated other comprehensive items” component of shareholders’ equity. The company also uses foreign currency-denominated debt to partially hedge its net investments in foreign operations against adverse movements in exchange rates. A 10% depreciation in year-end 20202022 functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately $1.22$1.45 billion.
The fair value of forward currency-exchange contracts is sensitive to changes in currency exchange rates. The fair value of forward currency-exchange contracts is the estimated amount that the company would pay or receive upon termination of the contract, taking into account the change in currency exchange rates. A 10% depreciation in year-end 20202022 non-functional currency exchange rates related to the company’s contracts would result in an additional unrealized loss on forward currency-exchange contracts of $410$9 million. A 10% appreciation in year-end 20202022 non-functional currency exchange rates related to the company’s contracts would result in an unrealized gain on forward currency-exchange contracts of $348$9 million. The unrealized gains or losses on forward currency-exchange contracts resulting from changes in currency exchange rates are expected to approximately offset losses or gains on the exposures being hedged.
Certain of the company’s cash and cash equivalents are denominated in currencies other than the functional currency of the depositor and are sensitive to changes in currency exchange rates. A 10% depreciation in the related year-end 20202022 non-functional currency exchange rates applied to such cash balances would result in a negative impact of $18$21 million on the company’s net income.

33



THERMO FISHER SCIENTIFIC INC.
Item 8.    Financial Statements and Supplementary Data
This data is submitted as a separate section to this report. See Item 15 “Exhibits and Financial Statement Schedules.

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, 2020,2022, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.
28


THERMO FISHER SCIENTIFIC INC.
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, 20202022 based on criteria established in “InternalInternal Control - Integrated Framework”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, 2020,2022, 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, 2020,2022, as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

Item 9B.    Other Information
On February 22, 2023, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to conform the By-laws to the Securities and Exchange Commission’s universal proxy rules contained in Rule 14a-19 under the Securities Exchange Act of 1934, and certain 2022 amendments to the General Corporation Law of the State of Delaware (the DGCL). The amendments to the By-laws include additions to Article I, Section 9 to implement the requirements of Rule 14a-19 regarding the nomination and solicitation of proxies for director candidates. The amendments to the By-laws also include revisions to Article I, Sections 4 and 8 to conform with the 2022 DGCL amendments. 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.
On February 22, 2023, the company entered into a consulting agreement with Mark P. Stevenson, former Executive Vice President and Chief Operating Officer of the company, relating to services that Mr. Stevenson will provide to the company. Under the consulting agreement, which has a term ending March 1, 2024, Mr. Stevenson will serve on the company’s Scientific Advisory Board and will also provide ongoing advice and services as requested by the company. During the term of the consulting agreement, Mr. Stevenson will receive compensation of $8,000 per month. The agreement also contains provisions that restrict Mr. Stevenson’s ability during the term of the consulting agreement (i) to work for or provide consulting services to, any competitor of the company, and (ii) to solicit for hire employees or consultants of the company or to solicit customers or clients of the company.
Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
34


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 definitive proxy statement to be filed with the SEC not later than 120 days after the close of business of the fiscal year (2021(2023 Definitive Proxy Statement) including under “Corporate governance,” and is incorporated in this report by reference.
The information with respect to executive officers required by this Item is included in Item 1 of Part I of this report.
The other information required by this Item will be contained in our 20212023 Definitive 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 20212023 Definitive 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 20212023 Definitive Proxy Statement including under “Information about stock ownership,” and is incorporated in this report by reference.
29


THERMO FISHER SCIENTIFIC INC.
Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be contained in our 20212023 Definitive 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 20212023 Definitive 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 F-1 of this report)
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Comprehensive Income
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders’Redeemable Noncontrolling Interest and Equity
Notes to Consolidated Financial Statements
(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
See the Exhibit Index on page 3731.

Item 16.    Form 10-K Summary
None.
35


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 24, 2021THERMO 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 24, 2021.
By:/s/ Marc N. CasperBy:/s/ Thomas J. Lynch
Marc N. CasperThomas J. Lynch
Chairman, President and Chief Executive OfficerLead Director
(Principal Executive Officer)
By:/s/ Stephen WilliamsonBy:/s/ Jim P. Manzi
Stephen WilliamsonJim P. Manzi
Senior Vice President and Chief Financial OfficerDirector
(Principal Financial Officer)
By:/s/ Peter E. HornstraBy:/s/ James C. Mullen
Peter E. HornstraJames C. Mullen
Vice President and Chief Accounting OfficerDirector
(Principal Accounting Officer)
By:/s/ Nelson J. ChaiBy:
/s/ Lars R. Sørensen
Nelson J. Chai
Lars R. Sørensen
DirectorDirector
By:/s/ C. Martin HarrisBy:/s/ Debora L. Spar
C. Martin HarrisDebora L. Spar
DirectorDirector
By:/s/ Tyler E. JacksBy:/s/ Scott M. Sperling
Tyler E. JacksScott M. Sperling
DirectorDirector
By:/s/ R. Alexandra KeithBy:/s/ Dion J. Weisler
R. Alexandra KeithDion J. Weisler
DirectorDirector
By:/s/ Judy C. Lewent
Judy C. Lewent
Director

3630


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX


Exhibit NumberDescription of Exhibit
2.1
Agreement and Plan of Merger, dated as of April 15, 2021, by and among Thermo Fisher Scientific Inc., Powder Acquisition Corp. and PPD, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 [File No. 1-8002] and incorporated in this document by reference).
3.1
Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 [File No. 1-8002] and incorporated in this document by reference).
3.2
Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in this document by reference).
3.3
Certificate of Elimination of the Series B Junior Participating Preferred Stock of the Company, dated November 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 16, 2015 [File No. 1-8002] and incorporated in this document by reference).
3.4
Amended and Restated By-Laws of the Registrant, as amended and effective as of February 23, 202122, 2023 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2021 [File No. 1-8002] and incorporated in this document by reference).
The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
4.1
Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
4.2
Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 11, 2013 [File No. 1-8002] and incorporated in this document by reference).
4.3
Eighth Supplemental Indenture, dated as of November 24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2014 [File No. 1-8002] and incorporated in this document by reference).
4.4
Ninth Supplemental Indenture, dated as of July 21, 2015, 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 July 21, 2015 [File No. 1-8002] and incorporated in this document by reference).
4.5
Eleventh Supplemental Indenture, dated as of December 9, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 9, 2015 [File No. 1-8002] and incorporated in this document by reference).
4.6
Twelfth Supplemental Indenture, dated as of April 13, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 13, 2016 [File No. 1-8002] and incorporated in this document by reference).
4.7
Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 12, 2016 [File No. 1-8002] and incorporated in this document by reference).
4.8
Fourteenth Supplemental Indenture, dated as of September 19, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 19, 2016 [File No. 1-8002] and incorporated in this document by reference).
4.94.5
Fifteenth Supplemental Indenture, dated as of March 16, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 16, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.104.6
Sixteenth Supplemental Indenture, dated as of July 24, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed July 24, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.114.7
Seventeenth Supplemental Indenture, dated as of August 14, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 14, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.124.8
Eighteenth Supplemental Indenture, dated as of September 30, 2019, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 30, 2019 [File No. 1-8002] and incorporated in this document by reference).
4.134.9
Nineteenth Supplemental Indenture, dated as of October 8, 2019, between the Company, as issuer, and the Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 8, 2019 [File No. 1-8002] and incorporated in this document by reference).
4.14
Twentieth Supplemental Indenture, dated as of March 25, 2020 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 26, 2020 [File No. 1-8002] and incorporated in this document by reference).
4.154.10
Twenty-First Supplemental Indenture, dated as of April 2, 2020, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 2, 2020 [File No. 1-8002] and incorporated in this document by reference).
4.11
Twenty-Second Supplemental Indenture, dated as of August 23, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 23, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.12
Twenty-Third Supplemental Indenture, dated as of October 22, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 22, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.13
Twenty-Fourth Supplemental Indenture, dated as of October 20, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 20, 2022 [File No. 1-8002] and incorporated in this document by reference).
4.14
Twenty-Fifth Supplemental Indenture, dated as of November 21, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 21, 2022 [File No. 1-8002] and incorporated in this document by reference).
4.15
Twenty-Sixth Supplemental Indenture, dated as of November 21, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed November 21, 2022 [File No. 1-8002] and incorporated in this document by reference).
3731


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX

Exhibit NumberDescription of Exhibit
4.16
DescriptionIndenture, dated as of August 9, 2016, among Thermo Fisher International, as issuer, the Registrant’s SecuritiesCompany, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.164.1 to the Registrant’s AnnualCurrent Report on Form 10-K for the year ended December 31, 20198-K filed August 9, 2016 [File No. 1-8002] and incorporated in this document by reference).
4.17
Third Supplemental Indenture, dated as of October 18, 2021, among 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 4.2 to the Registrant’s Current Report on Form 8-K filed October 18, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.18
4.19
10.1
Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and restated on September 12, 2007effective November 10, 2006 (filed as Exhibit��Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 [File No. 1‑8002] and incorporated in this document by reference).*
10.2
Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001 (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 [File No. 1-8002] and incorporated in this document by reference).*
10.3
Form of Amended and Restated Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4 [Reg. No. 333-90661] and incorporated in this document by reference).*
10.4
Summary of Thermo Fisher Scientific Inc. Annual Non-Management Director Compensation (filed as Exhibit 10.410.1 to the Registrant’s AnnualCurrent Report on Form 10-K for the year ended December 31, 20198-K filed February 24, 2022 [File No. 1-8002] and incorporated in this document by reference).*
10.5
Summary of 2019 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s Current Report on Form 8-K filed February 28, 2019 [File No.1-8002] under the heading “Compensatory Arrangements of Certain Officers” and incorporated in this document by reference).*
10.6
Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers, effective as of January 1, 2009 (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.710.6Retirement 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).*
10.810.7
First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee Directors (filed as Exhibit 10.04 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 [File No. 1-10920] and incorporated in this document by reference).*
10.910.8
Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.02 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed March 7, 2006 [File No. 1-10920] and incorporated in this document by reference).*
10.1010.9
Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2020 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.1110.10
2009 Restatement of Executive Severance Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.1210.11
Executive Change In Control Retention Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.1310.12
Noncompetition Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.1410.13
Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.1510.14
Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 30, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.1610.15
Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 30, 2010, between Marc N. Casper and the Registrant (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.1710.16
Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018, between Marc N. Casper and the Registrant (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 [File No. 1-8002] and incorporated in this document by reference).*
32


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX

10.18Exhibit NumberDescription of Exhibit
10.17
Form of Executive Change in Control Retention Agreement for Officers (other than Marc N. Casper) (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 [File No. 1-8002] and incorporated in this document by reference).*
10.1910.18
Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement for Directors (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 [File No. 1-8002] and incorporated in this document by reference).*
38


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX

Exhibit NumberDescription of Exhibit
10.2010.19
Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.21
Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.22
Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.23
Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.24
Form ofNonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective February 26, 2013 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.2510.20
Thermo Fisher Scientific Inc. 2013 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 23, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.2610.21
Supplemental Executive Retirement Plan effective as of December 31, 2005, as amended and restated as of August 28, 2006 (filed as Exhibit 10.3 to Applera Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 [File No. 1-04389] and incorporated in this document by reference).*
10.2710.22
Amendment to Supplemental Executive Retirement Plan, effective as of January 1, 2010 (filed as Exhibit 10.1 to Life Technologies Corporation’s Current Report on Form 8-K filed December 18, 2009 [File No. 000-25317] and incorporated in this document by reference).*
10.2810.23
Noncompetition Agreement between the Registrant and Mark P. Stevenson, dated September 10, 2015 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015 [File No. 1-8002] and incorporated in this document by reference).*
10.2910.24
Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement for Officers (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 [File No. 1-8002] and incorporated in this document by reference).*
10.3010.25
Patheon N.V. 2016 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon N.V. on July 26, 2016 [File No. 001-37837] and incorporated in this document by reference).*
10.3110.26
Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated March 7, 2017 (filed as exhibitExhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).*
10.3210.27
Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated August 23, 2017 (filed as exhibitExhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).*
10.3310.28
10.34
Form of Performance Restricted Stock Unit Agreement effective February 26, 2019 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.35
Form of Performance Restricted Stock Unit Agreement for Marc Casper effective February 26, 2019 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.3610.29
Letter Agreement between the Registrant and Michel Lagarde dated August 28, 2017 (filed as Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.3710.30
Option Agreement Under the Patheon N.V. 2016 Omnibus Incentive Plan between Patheon N.V. and Michel Lagarde dated July 20, 2016 (filed as Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.3810.31
Option Agreement Under the Patheon N.V. 2016 Omnibus Incentive Plan between Patheon N.V. and Michel Lagarde dated March 23, 2017 (filed as Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.3910.32
Thermo Fisher Scientific Inc. Executive Severance Policy (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 [File No. 1-8002] and incorporated in this document by reference).*
39


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX

Exhibit NumberDescription of Exhibit
10.4010.33
Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4110.34
Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4210.35
Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4310.36
Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement for Officers effective as of February 25, 2020 (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
33


THERMO FISHER SCIENTIFIC INC.
EXHIBIT INDEX

10.44Exhibit NumberDescription of Exhibit
10.37
Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Caspereffective as of February 25, 2020 (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4510.38
Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Caspereffective as of February 25, 2020 (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4610.39
Form of Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 25, 2020 (filed as Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.4710.40
Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.4810.41
Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.4910.42
Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.43
PPD, Inc. 2020 Omnibus Incentive Plan (filed as Exhibit 10.38 to PPD Inc.’s Form S-1/A filed January 27, 2020 [File No. 333-235860] and incorporated in this document by reference).*
10.44
Consulting Agreement between the Registrant and Mark P. Stevenson, dated February 24, 2022 (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 [File No. 1-8002] and incorporated in this document by reference).*
10.45
10.46
10.47
21
22
23.1
31.1
31.2
32.1
32.2
101.INSXBRL 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).
_______________________
*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.
4034


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 23, 2023THERMO 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 23, 2023.
By:/s/ Marc N. CasperBy:/s/ R. Alexandra Keith
Marc N. CasperR. Alexandra Keith
Chairman, President and Chief Executive OfficerDirector
(Principal Executive Officer)
By:/s/ Stephen WilliamsonBy:/s/ Jim P. Manzi
Stephen WilliamsonJim P. Manzi
Senior Vice President and Chief Financial OfficerDirector
(Principal Financial Officer)
By:/s/ Joseph R. HolmesBy:/s/ James C. Mullen
Joseph R. HolmesJames C. Mullen
Vice President and Chief Accounting OfficerDirector
(Principal Accounting Officer)
By:/s/ Nelson J. ChaiBy:
/s/ Lars R. Sørensen
Nelson J. Chai
Lars R. Sørensen
DirectorDirector
By:/s/ Ruby R. ChandyBy:/s/ Debora L. Spar
Ruby R. ChandyDebora L. Spar
DirectorDirector
By:/s/ C. Martin HarrisBy:/s/ Scott M. Sperling
C. Martin HarrisScott M. Sperling
DirectorDirector
By:/s/ Tyler E. JacksBy:/s/ Dion J. Weisler
Tyler E. JacksDion J. Weisler
DirectorDirector

35


THERMO FISHER SCIENTIFIC INC.
INDEX OF CONSOLIDATED FINANCIAL STATEMENTS
 
The following Consolidated Financial Statements of the Registrant and its subsidiaries are required to be included in Item 15:
 Page
  
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Balance Sheet as of December 31, 20202022 and 20192021
Consolidated Statement of Income for the years ended December 31, 2020, 20192022, 2021 and 20182020
Consolidated Statement of Comprehensive Income for the years ended December 31, 2020, 20192022, 2021 and 20182020
Consolidated Statement of Cash Flows for the years ended December 31, 2020, 20192022, 2021 and 20182020
Consolidated Statement of Shareholders’Redeemable Noncontrolling Interest and Equity for the years ended December 31, 2020, 20192022, 2021 and 20182020
Notes to Consolidated Financial Statements

F-1


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 sheet of Thermo Fisher Scientific Inc. and its subsidiaries (the “Company”) as of December 31, 20202022 and 2019,2021, and the related consolidated statements of income, of comprehensive income, of shareholders'redeemable noncontrolling interest and equity and of cash flows for each of the three years in the period ended December 31, 2020,2022, 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, 2020,2022, based on criteria established inInternal 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, 20202022 and 2019,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20202022 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, 2020,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
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
F-2


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
F-2


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 mattersmatter communicated below are mattersis a matter arising from the current period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that (i) relaterelates 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 mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.
Goodwill impairment assessment
As described in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $26,041 million as of December 31, 2020. Management assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Management estimates the fair values of its reporting units by using forecasts of discounted future cash flows and peer market multiples. The Company would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (limited to the amount of goodwill). As disclosed by management, estimates of discounted future cash flows require management to make assumptions related to revenue and operating income growth rates, discount rates and other factors. Management also considers peer revenues and earnings trading multiples from companies that have operational and financial characteristics that are similar to the respective reporting units and estimates weighted average costs of capital.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the reporting units, (ii) a high degree of auditor judgment and effort in performing procedures to evaluate management’s significant assumptions related to discount rates and peer market multiples, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
F-3


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 goodwill impairment assessment, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the discounted cash flow and market models; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the significant assumptions used by management related to the discount rates, the terminal growth rates and peer market multiples. Evaluating management’s assumptions related to the terminal growth rates involved evaluating whether the assumptions used were reasonable considering the consistency with external market data. Evaluating management’s assumptions related to the peer market multiples involved evaluating the population of peer companies used in the analyses and testing selected market data used by management to determine the multiples by comparison to publicly available information. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and the discount rate assumptions.it relates.
Income taxes
As described in Notes 1 andNote 8 to the consolidated financial statements, the Company’s totalprovision for income tax expensetaxes for the periodyear ended December 31, 20202022 was $850$703 million. The Company has deferred income tax liabilities, net, of $1,105$1,984 million (including a valuation allowance of $933$1,322 million) and unrecognized income tax benefits of $1,091$572 million as of December 31, 2020.2022. As disclosed by management, the Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and non-U.S. tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and to use estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Management assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, management has recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Management estimates the degree to which tax assets will result in a benefit, after consideration of all positive and negative evidence, and provides a valuation allowance for tax assets that it believes will more likely than not go unused. In situations in which management has been able to determine that the Company’s deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and expected future taxable income. If it becomes more likely than not that a tax asset will be used, management reverses the related valuation allowance.
The principal considerations for our determination that performing procedures relating to income taxes is a critical audit matter are (i) the significant judgment by management when interpreting the numerous and complex tax laws and regulations as it relates to determining the provision for income taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits, due to numerous and complex tax laws, the frequency of tax filings, as well as judgments regarding the realizability of deferred tax assets, (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
F-4


taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits, including controls over the realizability of deferred tax assets.benefits. These procedures also included, among others (i) testing the accuracy of the provision for income tax provision,taxes, including the rate reconciliation and permanent and temporary differences, (ii) evaluating whether the data utilized in the calculationcalculations of the provision for income taxes, wasdeferred 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)
F-3


evaluating the identification of reservesliabilities for unrecognized tax benefits and the reasonableness of the “moremore likely than not”not determination in consideration of jurisdictions, 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/PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 202123, 2023

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

F-5F-4


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED BALANCE SHEET
 December 31,December 31,
(In millions except share and per share amounts)20202019
Assets
Current Assets:
Cash and cash equivalents$10,325 $2,399 
Accounts receivable, less allowances of $135 and $1025,741 4,349 
Inventories4,029 3,370 
Contract assets, net731 603 
Other current assets1,131 1,172 
Total current assets21,957 11,893 
Property, Plant and Equipment, Net5,912 4,749 
Acquisition-related Intangible Assets, Net12,685 14,014 
Other Assets2,457 2,011 
Goodwill26,041 25,714 
Total Assets$69,052 $58,381 
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations$2,628 $676 
Accounts payable2,175 1,920 
Accrued payroll and employee benefits1,916 1,010 
Contract liabilities1,271 916 
Other accrued expenses2,314 1,675 
Total current liabilities10,304 6,197 
Deferred Income Taxes1,794 2,192 
Other Long-term Liabilities3,340 3,241 
Long-term Obligations19,107 17,076 
Commitments and Contingencies (Note 12)00
Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; NaN issued00
Common stock, $1 par value, 1,200,000,000 shares authorized; 437,088,297 and 434,416,804 shares issued437 434 
Capital in excess of par value15,579 15,064 
Retained earnings28,116 22,092 
Treasury stock at cost, 40,417,789 and 35,676,421 shares(6,818)(5,236)
Accumulated other comprehensive items(2,807)(2,679)
Total shareholders' equity34,507 29,675 
Total Liabilities and Shareholders' Equity$69,052 $58,381 
 December 31,December 31,
(In millions except share and per share amounts)20222021
Assets
Current assets:
Cash and cash equivalents$8,524 $4,477 
Accounts receivable, less allowances of $189 and $1508,115 7,977 
Inventories5,634 5,051 
Contract assets, net1,312 968 
Other current assets1,644 1,640 
Total current assets25,229 20,113 
Property, plant and equipment, net9,280 8,333 
Acquisition-related intangible assets, net17,442 20,113 
Other assets4,007 4,640 
Goodwill41,196 41,924 
Total assets$97,154 $95,123 
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations$5,579 $2,537 
Accounts payable3,381 2,867 
Accrued payroll and employee benefits2,095 2,427 
Contract liabilities2,601 2,655 
Other accrued expenses3,354 2,950 
Total current liabilities17,010 13,436 
Deferred income taxes2,849 3,837 
Other long-term liabilities4,238 4,540 
Long-term obligations28,909 32,333 
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest116 122 
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 440,668,112 and 439,154,741 shares issued441 439 
Capital in excess of par value16,743 16,174 
Retained earnings41,910 35,431 
Treasury stock at cost, 50,157,275 and 44,720,112 shares(12,017)(8,922)
Accumulated other comprehensive items(3,099)(2,329)
Total Thermo Fisher Scientific Inc. shareholders’ equity43,978 40,793 
Noncontrolling interests54 62 
Total equity44,032 40,855 
Total liabilities, redeemable noncontrolling interest and equity$97,154 $95,123 

The accompanying notes are an integral part of these consolidated financial statements.
F-5


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF INCOME
 Year Ended
 December 31,December 31,December 31,
(In millions except per share amounts)202220212020
Revenues
Product revenues$28,548 $30,361 $25,306 
Service revenues16,367 8,850 6,912 
Total revenues44,915 39,211 32,218 
Costs and operating expenses:
Cost of product revenues14,247 13,594 11,407 
Cost of service revenues11,697 5,979 4,807 
Selling, general and administrative expenses8,993 8,007 6,930 
Research and development expenses1,471 1,406 1,181 
Restructuring and other costs114 197 99 
Total costs and operating expenses36,522 29,183 24,424 
Operating income8,393 10,028 7,794 
Interest income272 43 65 
Interest expense(726)(536)(553)
Other income/(expense)(104)(694)(76)
Income before income taxes7,835 8,841 7,230 
Provision for income taxes(703)(1,109)(850)
Equity in earnings/(losses) of unconsolidated entities(172)(4)(3)
Net income6,960 7,728 6,377 
Less: net income attributable to noncontrolling interests and redeemable noncontrolling interest10 
Net income attributable to Thermo Fisher Scientific Inc.$6,950 $7,725 $6,375 
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic$17.75 $19.62 $16.09 
Diluted$17.63 $19.46 $15.96 
Weighted average shares
Basic392 394 396 
Diluted394 397 399 

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

F-6


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 Year Ended
 December 31,December 31,December 31,
(In millions except per share amounts)202020192018
Revenues
Product revenues$25,306 $19,496 $18,868 
Service revenues6,912 6,046 5,490 
Total revenues32,218 25,542 24,358 
Costs and Operating Expenses:
Cost of product revenues11,407 10,037 9,682 
Cost of service revenues4,807 4,177 3,819 
Selling, general and administrative expenses6,930 6,144 6,057 
Research and development expenses1,181 1,003 967 
Restructuring and other costs (income), net99 (413)50 
Total costs and operating expenses24,424 20,948 20,575 
Operating Income7,794 4,594 3,783 
Interest Income65 224 137 
Interest Expense(553)(676)(667)
Other (Expense) Income, Net(81)(72)
Income Before Income Taxes7,225 4,070 3,262 
Provision for Income Taxes(850)(374)(324)
Net Income$6,375 $3,696 $2,938 
Earnings per Share
Basic$16.09 $9.24 $7.31 
Diluted$15.96 $9.17 $7.24 
Weighted Average Shares
Basic396 400 402 
Diluted399 403 406 
 Year Ended
 December 31,December 31,December 31,
(In millions)202220212020
Comprehensive income
Net income$6,960 $7,728 $6,377 
Other comprehensive items:
Currency translation adjustment:
Currency translation adjustment (net of tax provision (benefit) of $173, $231 and $(221))(822)373 (118)
Unrealized gains and losses on hedging instruments:
Unrealized losses on hedging instruments (net of tax benefit of $0, $0 and $20)— — (65)
Reclassification adjustment for losses included in net income (net of tax benefit of $1, $17 and $14)56 45 
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax provision (benefit) of $9, $11 and $(1))38 36 (8)
Amortization of net loss and prior service benefit included in net periodic pension cost (net of tax benefit of $3, $6 and $4)13 18 
Total other comprehensive items(777)478 (128)
Comprehensive income6,183 8,206 6,249 
Less: comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest
Comprehensive income attributable to Thermo Fisher Scientific Inc.$6,180 $8,204 $6,247 

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

F-7


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMECASH FLOWS
 Year Ended
 December 31,December 31,December 31,
(In millions)202020192018
Comprehensive Income
Net Income$6,375 $3,696 $2,938 
Other Comprehensive Items:
Currency translation adjustment:
Currency translation adjustment (net of tax (benefit) provision of $(221), $25 and $84)(118)(107)(434)
Reclassification adjustment for losses included in net income30 
Unrealized gains and losses on hedging instruments:
Unrealized losses on hedging instruments (net of tax benefit of $20, $12 and $0)(65)(38)
Reclassification adjustment for losses included in net income (net of tax benefit of $14, $6 and $3)45 19 
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax (benefit) provision of $(1), $(31) and $2)(8)(93)
Amortization of net loss and prior service benefit included in net periodic pension cost (net of tax benefit of $4, $2 and $5)18 15 
Total other comprehensive items(128)(181)(407)
Comprehensive Income$6,247 $3,515 $2,531 

Year Ended
December 31,December 31,December 31,
(In millions)202220212020
Operating activities
Net income$6,960 $7,728 $6,377 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment986 831 658 
Amortization of acquisition-related intangible assets2,395 1,761 1,667 
Change in deferred income taxes(995)(647)(552)
Stock-based compensation307 230 196 
Loss on early extinguishment of debt26 767 — 
Other non-cash expenses524 190 338 
Changes in assets and liabilities, excluding the effects of acquisitions and disposition:
Accounts receivable(430)(204)(1,302)
Inventories(825)(1,065)(508)
Accounts payable648 479 59 
Contributions to retirement plans(41)(34)(96)
Other(401)(724)1,452 
Net cash provided by operating activities9,154 9,312 8,289 
Investing activities   
Acquisitions, net of cash acquired(39)(19,395)(38)
Purchase of property, plant and equipment(2,243)(2,523)(1,474)
Proceeds from sale of property, plant and equipment24 20 
Other investing activities, net99 (34)(6)
Net cash used in investing activities(2,159)(21,932)(1,510)
Financing activities
Net proceeds from issuance of debt3,193 18,137 3,464 
Repayment of debt(375)(11,738)(710)
Proceeds from issuance of commercial paper1,526 2,512 383 
Repayments of commercial paper(3,690)— (387)
Purchases of company common stock(3,000)(2,000)(1,500)
Dividends paid(455)(395)(337)
Other financing activities, net(9)65 46 
Net cash (used in) provided by financing activities(2,810)6,581 959 
Exchange rate effect on cash(139)194 176 
Increase (decrease) in cash, cash equivalents and restricted cash4,046 (5,845)7,914 
Cash, cash equivalents and restricted cash at beginning of year4,491 10,336 2,422 
Cash, cash equivalents and restricted cash at end of year$8,537 $4,491 $10,336 
The accompanying notes are an integral part of these consolidated financial statements.

F-8


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended
December 31,December 31,December 31,
(In millions)202020192018
Operating Activities
Net income$6,375 $3,696 $2,938 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment658 564 526 
Amortization of acquisition-related intangible assets1,667 1,713 1,741 
Change in deferred income taxes(552)(302)(379)
Gain on sales of businesses(482)
Stock-based compensation196 181 181 
Loss on early extinguishment of debt184 
Other non-cash expenses, net340 84 103 
Changes in assets and liabilities, excluding the effects of acquisitions and disposition:
Accounts receivable(1,302)(225)(366)
Inventories(508)(458)(324)
Accounts payable59 266 201 
Contributions to retirement plans(96)(50)(93)
Other1,452 (198)12 
Net cash provided by operating activities8,289 4,973 4,543 
Investing Activities   
Acquisitions, net of cash acquired(38)(1,843)(536)
Proceeds from sale of business, net of cash divested1,128 
Purchase of property, plant and equipment(1,474)(926)(758)
Proceeds from sale of property, plant and equipment36 50 
Other investing activities, net(6)118 (9)
Net cash used in investing activities(1,510)(1,487)(1,253)
Financing Activities
Net proceeds from issuance of debt3,464 5,638 690 
Repayment of debt(713)(6,360)(2,052)
Proceeds from issuance of commercial paper383 2,781 5,060 
Repayments of commercial paper(387)(3,464)(5,254)
Purchases of company common stock(1,500)(1,500)(500)
Dividends paid(337)(297)(266)
Net proceeds from issuance of company common stock under employee stock plans196 153 136 
Other financing activities, net(147)(69)(51)
Net cash provided by (used in) financing activities959 (3,118)(2,237)
Exchange Rate Effect on Cash176 (63)(297)
Increase in Cash, Cash Equivalents and Restricted Cash7,914 305 756 
Cash, Cash Equivalents and Restricted Cash at Beginning of Year2,422 2,117 1,361 
Cash, Cash Equivalents and Restricted Cash at End of Year$10,336 $2,422 $2,117 
REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
 Redeemable Noncontrolling InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive ItemsTotal
Thermo Fisher Scientific Inc. Shareholders’ Equity
Noncontrolling InterestsTotal Equity
(In millions)SharesAmountSharesAmount
Balance at December 31, 2019$— 434 $434 $15,064 $22,092 36 $(5,236)$(2,679)$29,675 $$29,684 
Cumulative effect of accounting changes— — — — (1)— — — (1)— (1)
Issuance of shares under employees' and directors' stock plans— 319 — — (82)— 240 — 240 
Stock-based compensation— — — 196 — — — — 196 — 196 
Purchases of company common stock— — — — — (1,500)— (1,500)— (1,500)
Dividends declared ($0.88 per share)— — — — (350)— — — (350)— (350)
Net income— — — — 6,375 — — — 6,375 6,377 
Other comprehensive items— — — — — — — (128)(128)— (128)
Contributions from (distributions to) noncontrolling interests— — — — — — — — — (1)(1)
Balance at December 31, 2020— 437 437 15,579 28,116 40 (6,818)(2,807)34,507 10 34,517 
Issuance of shares under employees' and directors' stock plans— 324 — (104)— 222 — 222 
Stock-based compensation— — — 230 — — — — 230 — 230 
Purchases of company common stock— — — — — (2,000)— (2,000)— (2,000)
Dividends declared ($1.04 per share)— — — — (410)— — — (410)— (410)
Recognition upon acquisition122 — — — — — — — — — — 
Net income— — — 7,725 — — — 7,725 7,727 
Other comprehensive items(1)— — — — — — 478 478 — 478 
Contributions from (distributions to) noncontrolling interests— — — — — — — — — 50 50 
Other— — — 41 — — — — 41 — 41 
Balance at December 31, 2021122 439 439 16,174 35,431 45 (8,922)(2,329)40,793 62 40,855 
Issuance of shares under employees' and directors' stock plans— 262 — — (95)— 169 — 169 
Stock-based compensation— — — 307 — — — — 307 — 307 
Purchases of company common stock— — — — — (3,000)— (3,000)— (3,000)
Dividends declared ($1.20 per share)— — — — (471)— — — (471)— (471)
Net income15 — — — 6,950 — — — 6,950 (5)6,945 
Other comprehensive items(6)— — — — — — (770)(770)(1)(771)
Contributions from (distributions to) noncontrolling interests(15)— — — — — — — — (2)(2)
Balance at December 31, 2022$116 441 $441 $16,743 $41,910 50 $(12,017)$(3,099)$43,978 $54 $44,032 
The accompanying notes are an integral part of these consolidated financial statements.
F-9


THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
 Common StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive ItemsTotal Shareholders' Equity
(In millions)SharesAmountSharesAmount
Balance at December 31, 2017428 $428 $14,177 $15,914 27 $(3,103)$(2,003)$25,413 
Cumulative effect of accounting changes— — — 118 — — (88)30 
Issuance of shares under employees' and directors' stock plans236 — (62)— 178 
Stock-based compensation— — 181 — — — — 181 
Purchases of company common stock— — — — (500)— (500)
Dividends declared ($0.68 per share)— — — (274)— — — (274)
Net income— — — 2,938 — — — 2,938 
Other comprehensive items— — — — — — (407)(407)
Other— — 27 — — — — 27 
Balance at December 31, 2018432 432 14,621 18,696 29 (3,665)(2,498)27,586 
Cumulative effect of accounting changes— — — — — — 
Issuance of shares under employees' and directors' stock plans262 — (71)— 193 
Stock-based compensation— — 181 — — — — 181 
Purchases of company common stock— — — — (1,500)— (1,500)
Dividends declared ($0.76 per share)— — — (304)— — — (304)
Net income— — — 3,696 — — — 3,696 
Other comprehensive items— — — — — — (181)(181)
Balance at December 31, 2019434 434 15,064 22,092 36 (5,236)(2,679)29,675 
Cumulative effect of accounting change— — — (1)— — — (1)
Issuance of shares under employees' and directors' stock plans319 — (82)— 240 
Stock-based compensation— — 196 — — — — 196 
Purchases of company common stock— — — — (1,500)— (1,500)
Dividends declared ($0.88 per share)— — — (350)— — — (350)
Net income— — — 6,375 — — — 6,375 
Other comprehensive items— — — — — — (128)(128)
Balance at December 31, 2020437 $437 $15,579 $28,116 40 $(6,818)$(2,807)$34,507 

The accompanying notes are an integral part of these consolidated financial statements.
F-10


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Thermo Fisher Scientific Inc. (the company or Thermo Fisher) 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 deliver medicines to market and increase laboratory productivity.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.
Principles of Consolidation
The accompanying financial statements include the accounts of the company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The company accounts for investments in businesses using the equity method when it has the ability to exercise significant influence but not control (generally between 20% and 50% ownership) and, is not the primary beneficiary.beneficiary and has not elected the fair value option. At December 31, 2022 and 2021, the company had such investments with carrying amounts of $369 million and $576 million, respectively. The company has elected the fair value option of accounting for certain of its investments with readily determinable fair values that would otherwise be accounted for under the equity method. At December 31, 2022 and 2021, the fair value of such investments was $7 million and $217 million, respectively.
Redeemable Noncontrolling Interest
The company owns 60% of its consolidated subsidiary PPD-SNBL K.K. The 40% 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.
Presentation
Certain reclassifications of prior year amounts have been made to conform to the current year presentation.
Revenue Recognition
Consumables revenues consist of single-use products and are recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues (clinical trial logistics,(primarily clinical research, pharmaceutical, development and manufacturing services, asset management, diagnostic testing, training, service contracts,instrument and field services including related time and materials)enterprise services) are recognized over time as customers receive and consume the benefits of such services. For revenues recognized over time, the company generally uses costs accumulated relative to total estimated costs to measure progress as this method approximates satisfaction of the performance obligation. For contracts that contain multiple performance obligations, the company allocates the consideration to which it expects to be entitled (i.e., the transaction price) to each performance obligation based on relative standalone selling prices and recognizes the related revenues when or as control of each individual performance obligation is transferred to customers. The company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the asset. The company immediately expenses contract costs that would otherwise be capitalized and amortized over a period of less than one year.
Changes to the scope of services contracts generally also include changes in the transaction price. Typically, these contract modifications are not distinct from existing services provided under the contract, and result in cumulative adjustments to revenue on the modification date.
Payments from customers for most instruments and consumables are typically due in a fixed number of days after shipment or delivery of the product. Service arrangements commonly call for payments in advance of performing the work (e.g., extended service contracts), upon completion of the service (e.g., pharmaceutical development and manufacturing)services) or a mix of both. Some arrangements include variable amounts of consideration that arise from discounts, rebates, and other programs and practices. In such arrangements, the company estimates the amount by which to reduce the stated contract amount to reflect the transaction price. The company records reimbursement for third-party pass-through and out-of-pocket costs as revenues and the related expenses as costs of revenues.
F-10


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Contract-related Balances
Accounts receivable include amountsunconditional rights to consideration from customers, which generally represent billings that have been billed and are currently due from customers. They are recorded at the invoiced amount and do not bear interest. The company maintains allowances for doubtful accounts for estimates of expected losses resulting from the inability of its customers to pay amounts due. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable. The company determines the allowance based on history of similarly aged receivables, the creditworthiness of the customer, reasons for delinquency, current economic conditions, expectations associated with future events and circumstances where reasonable and supportable forecasts are available and any other information that is relevant to the judgment. Receivables from academic and government customers as well as large, well-capitalized commercial customers have historically experienced less collectability risk. Account balances are charged off against the allowance when the company believes it is probable the receivable will not be recovered. The company does not have any off-balance-sheet credit exposure related to customers.
F-11


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The changes in the allowance for doubtful accounts are as follows:
 Year Ended December 31,
(In millions)202020192018
Balance at Beginning of Year$102 $117 $109 
Cumulative effect of accounting change— — 
Provision charged to expense63 20 18 
Accounts written off(34)(32)(12)
Acquisitions, currency translation and other(3)
Balance at End of Year$135 $102 $117 
Contract assets include revenues recognized in advance of billings andwhere the company’s right to bill includes something other than the passage of time. Such amounts are recorded net of estimated losses resulting from the inability to invoice customers, which is primarily due to risk associated with the company’s performance. Contract assets are classified as current or noncurrent based on the amount of time expected to lapse until the company's right to consideration becomes unconditional. Noncurrent contract assets are included within other assets in the accompanying balance sheet.
Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenues on service contracts. Contract liabilities are classified as current or noncurrent based on the periods over which remaining performance obligations are expected to be transferred to customers. Noncurrent contract liabilities are included within other long-term liabilities in the accompanying balance sheet. Contract assets and liabilities are presented on a net basis in the consolidated balance sheet if they arise from different performance obligations in the same contract. Contract asset and liability balances are as follows:
December 31,December 31,
(In millions)20202019
Current Contract Assets, Net$731 $603 
Noncurrent Contract Assets, Net11 17 
Current Contract Liabilities1,271 916 
Noncurrent Contract Liabilities763 594 
Substantially all of the current contract liabilities balance at December 31, 2019 and 2018 was recognized in revenues during 2020 and 2019, respectively.
Warranty Obligations
The company provides for the estimated cost of standard product warranties, primarily from historical information, in cost of product revenues at the time product revenues are recognized. While the company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the company. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from the company’s estimates, revisions to the estimated warranty liability would be required. The liability for warranties is included in other accrued expenses in the accompanying balance sheet. Extended warranty agreements are considered service contracts, which are discussed above. Costs of service contracts are recognized as incurred. The changes in the carrying amount of standard product warranty obligations are as follows:
F-12


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Year Ended
 December 31,December 31,
(In millions)20202019
Balance at Beginning of Year$93 $92 
Provision charged to expense115 115 
Usage(108)(112)
Adjustments to previously provided warranties, net(3)(2)
Currency translation— 
Balance at End of Year$100 $93 
Leases
Operating leases that have commenced are included in other assets, other accrued expenses and other long-term liabilities in the consolidated balance sheet. Finance leases that have commenced are included in property, plant and equipment, net, current maturities of long-term obligations and long-term obligations in the consolidated balance sheet. Classification of operating lease liabilities as either current or noncurrent is based on the expected timing of payments due under the company’s obligations.
Right-of-use (ROU) assets represent the company’s right to use an underlying asset for the lease term and lease liabilities represent the company’s obligation to make lease payments arising from the lease. Operating leaseLease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company recognizes operating lease expense for these leases on a straight-line basis over the lease term. Finance lease expense includes depreciation, which is recognized on a straight-line basis over the expected life of the leased asset, and an immaterial amount of interest expense.
Because most of the company’s leases do not provide an implicit interest rate, the company estimates incremental borrowing rates based on the information available at the commencement date in determining the present value of lease payments. The company uses the implicit rate when readily determinable. Lease terms include the effect of options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
As a lessee, the company accounts for the lease and non-lease components as a single lease component.
Research and Development
The company conducts research and development activities to increase its depth of capabilities in technologies, software and services. Research and development costs include employee compensation and benefits, consultants, facilities related costs, material costs, depreciation and travel. Research and development costs are expensed as incurred.
Restructuring Costs
Accounting for the timing and amount of termination benefits provided by the company to employees is determined based on whether: (a) the company has a substantive plan to provide such benefits, (b) the company has a written employment
F-11


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
contract with the affected employees that includes a provision for such benefits, (c) the termination benefits are due to the occurrence of an event specified in an existing plan or agreement, or (d) the termination benefits are a one-time benefit. In certain circumstances, employee termination benefits may meet more than one of the characteristics listed above and therefore, may have individual elements that are subject to different accounting models.
From time to time when executing a restructuring or exit plan, the company also incurs costs other than termination benefits, such as lease termination costs, that are not associated with or will not be incurred to generate revenues. These include costs that represent amounts under contractual obligations that exist prior to the restructuring plan communication date and will either continue after the restructuring plan is completed with no economic benefit or result in a penalty to cancel a contractual obligation. Such costs are recognized when incurred, which generally occurs at the contract termination or over the period from when a plan to abandon a leased facility is approved through the cease-use date but charges may continue over the remainder of the original contractual period.
Income Taxes
The company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.
F-13


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A valuation allowance is provided for tax assets that will more likely than not go unused.
The financial statements reflect expected future tax consequences of uncertain tax positions that the company has taken or expects to take on a tax return presuming the taxing authorities’ full knowledge of the positions and all relevant facts, but without discounting for the time value of money.
Earnings per Share
Basic earnings per share has been computed by dividing net income attributable to Thermo Fisher Scientific Inc. by the weighted average number of shares outstanding during the year. Except where the result would be antidilutive to net income attributable to Thermo Fisher Scientific Inc., diluted earnings per share has been computed using the treasury stock method for outstanding stock options and restricted units.
Cash and Cash Equivalents
Cash equivalents consists principally of money market funds, commercial paper and other marketable securities purchased with an original maturity of three months or less. These investments are carried at cost, which approximates market value.
Inventories
Inventories are valued at the lower of cost or net realizable value, cost being determined principally by the first-in, first-out (FIFO) method withmethod. As discussed below, prior to the third quarter of 2021 certain of the company’scompany's businesses utilizingutilized the last-in, first-out (LIFO) method. The company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product or product line. In addition, the company has certain inventory that is subject to fluctuating market pricing. The company assesses the carrying value of this inventory based on a lower of cost or net realizable value analysis. The company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in cost of revenues in the accompanying statement of income. The components of inventories are as follows:
December 31,December 31,
(In millions)20222021
Raw materials$2,405 $1,922 
Work in process660 676 
Finished goods2,569 2,453 
Inventories$5,634 $5,051 
December 31,December 31,
(In millions)20202019
Raw Materials$1,305 $971 
Work in Process540 517 
Finished Goods2,184 1,882 
Inventories$4,029 $3,370 
Prior to the third quarter of 2021, certain of the company’s businesses utilized the LIFO method of accounting for inventories. During the third quarter of 2021, these businesses, which comprised approximately 5% of consolidated inventories, changed from the LIFO method to the FIFO method. The company believes this change is preferable as it will provide a consistent, uniform costing method for all inventories across the company, better reflect the current value of inventories, maintained usingand improve comparability with peers. Prior financial statements have not been retrospectively adjusted due to immateriality. The cumulative pre-tax effect of this change in accounting principle of $33 million was recorded as an increase to inventories and a decrease to cost of product revenues in the LIFO methodthird quarter of 2021. This change was $274 millionrecorded in the Laboratory Products and $268 million at December 31, 2020
F-12


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Biopharma Services ($20 million) and 2019, respectively, which was below estimated replacement cost by $49 million and $39 million, respectively.Specialty Diagnostics ($13 million) segments. Reductions to cost of revenues as a result of the liquidation of LIFO inventories were nominal during 2020 and the three years ended December 31, 2020.first half of 2021.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. The company generally provides for depreciation and amortization using the straight-line method over the estimated useful lives of the property as follows: buildings and improvements, 25 to 40 years; machinery and equipment (including software), 3 to 10 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. Property, plant and equipment consists of the following:
December 31,December 31,
(In millions)20202019
Land$410 $396 
Buildings and Improvements2,192 1,873 
Machinery, Equipment and Leasehold Improvements6,975 5,495 
Property, Plant and Equipment, at Cost9,577 7,764 
Less: Accumulated Depreciation and Amortization3,665 3,015 
Property, Plant and Equipment, Net$5,912 $4,749 
F-14


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31,December 31,
(In millions)20222021
Land$454 $431 
Buildings and improvements3,153 2,575 
Machinery, equipment and leasehold improvements7,967 7,020 
Construction in progress2,695 2,567 
Property, plant and equipment, at cost14,269 12,593 
Less: Accumulated depreciation and amortization4,989 4,260 
Property, plant and equipment, net$9,280 $8,333 
Acquisition-related Intangible Assets
Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, tradenames, backlog and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range from 2up to 20 years. In addition, the company has tradenames and in-process research and development that have indefinite lives and which are not amortized. The company reviews these intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. When impairment indicators exist, the company determines whether the carrying value of its intangible assets exceeds the related undiscounted cash flows. In these situations, the carrying value is written down to fair value.
In addition, the company has tradenames and in-process research and development that have indefinite lives and which are not amortized. Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired. The company may perform an optional qualitative assessment. If the company determines that the fair value of the indefinite-lived intangible asset is more likely than not greater than its carrying amount, no additional testing is necessary. If not, or if the company bypasses the optional qualitative assessment, it writes the carrying value down to the fair value, if applicable.
Acquisition-related intangible assets are as follows:
Balance at December 31, 2020Balance at December 31, 2019Balance at December 31, 2022Balance at December 31, 2021
(In millions)(In millions)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet(In millions)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Definite Lived:
Definite lived:Definite lived:
Customer relationshipsCustomer relationships$16,593 $(7,450)$9,143 $16,906 $(6,997)$9,909 Customer relationships$21,792 $(8,330)$13,462 $22,802 $(7,792)$15,010 
Product technologyProduct technology5,523 (3,532)1,991 5,544 (3,121)2,423 Product technology5,882 (4,360)1,522 6,041 (3,977)2,064 
TradenamesTradenames1,213 (897)316 1,300 (869)431 Tradenames1,635 (1,008)627 1,722 (919)803 
Other— — — (9)
BacklogBacklog1,038 (442)596 1,060 (59)1,001 
30,347 (14,140)16,207 31,625 (12,747)18,878 
Indefinite lived:Indefinite lived:
TradenamesTradenames1,235 N/A1,235 1,235 N/A1,235 
23,329 (11,879)11,450 23,759 (10,996)12,763 
Indefinite Lived:
Tradenames1,235 N/A1,235 1,235 N/A1,235 
In-process research and development— N/A— 16 N/A16 
1,235 N/A1,235 1,251 N/A1,251 
Acquisition-related Intangible Assets$24,564 $(11,879)$12,685 $25,010 $(10,996)$14,014 
Acquisition-related intangible assetsAcquisition-related intangible assets$31,582 $(14,140)$17,442 $32,860 $(12,747)$20,113 
F-13


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The estimated future amortization expense of acquisition-related intangible assets with definite lives as of December 31, 2022 is as follows:
(In millions)
2021 $1,591 
2022 1,441 
2023 1,365 
2024 1,201 
2025 1,101 
2026 and Thereafter4,751 
Estimated Future Amortization Expense of Definite-lived Intangible Assets$11,450 
(In millions)
2023 $2,279 
2024 1,863 
2025 1,582 
2026 1,322 
2027 1,296 
2028 and thereafter7,865 
Estimated future amortization expense of definite-lived intangible assets$16,207 
Other Assets
Other assets in the accompanying balance sheet include operating lease right-of-use assets, investments, deferred tax assets, pension assets, cash surrender value of life insurance, insurance recovery receivables related to product liability matters, investments, certain intangible assets and other assets.
At December 31, 20202022 and 2019,2021, the company had $43$36 million and $52$33 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 from 2up to 20 years.
Equity investments that do not have readily determinable fair values and are not eligible for the net asset value (NAV) practical expedient are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer. The company performs qualitative assessments to identify impairments of these investments. At December 31, 20202022 and 2019,2021, the company had such investments with carrying amounts of $28$55 million and $34$22 million, respectively, and investments measured at NAV of $22 million and $16 million, respectively, which are included in other assets.
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Goodwill
The company assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events or circumstances generally include the occurrence of operating losses or a significant decline in earnings associated with one or more of the company’s reporting units. The company is permitted to first assess qualitative factors to determine whether the quantitative goodwill impairment test is necessary. If the qualitative assessment results in a determination that the fair value of a reporting unit is more likely than not less than its carrying amount, the company performs a quantitative goodwill impairment test. The company may bypass the qualitative assessment for the reporting unit in any period and proceed directly to the goodwill impairment test. The company estimates the fair value of its reporting units by using forecasts of discounted future cash flows and peer market multiples. The company would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (limited to the amount of goodwill). The company determined that no impairments existed in 2020, 20192022, 2021 or 2018.2020.
The changes in the carrying amount of goodwill by segment are as follows:
(In millions)Life Sciences
Solutions
Analytical
Instruments
Specialty
Diagnostics
Laboratory
Products and
Biopharma Services
Total
Balance at December 31, 2020$8,590 $5,079 $3,370 $9,002 $26,041 
Acquisitions1,560 56 14,400 16,024 
Currency translation(7)(92)(101)59 (141)
Balance at December 31, 202110,143 5,043 3,277 23,461 41,924 
Acquisitions— 24 — — 24 
Finalization of purchase price allocations for 2021 acquisitions— — 168 177 
Currency translation(6)(102)(186)(635)(929)
Balance at December 31, 2022$10,146 $4,965 $3,091 $22,994 $41,196 
(In millions)Life Sciences
Solutions
Analytical
Instruments
Specialty
Diagnostics
Laboratory
Products and
Services
Total
Balance at December 31, 2018$8,548 $4,950 $3,735 $8,114 $25,347 
Acquisitions— — 938 947 
Finalization of purchase price allocations for 2018 acquisitions(2)— — — (2)
Sale of a business— — (478)— (478)
Currency translation(3)(38)(72)11 (102)
Other(1)(5)
Balance at December 31, 20198,544 4,928 3,184 9,058 25,714 
Acquisition35 — — — 35 
Currency translation11 151 186 (56)292 
Balance at December 31, 2020$8,590 $5,079 $3,370 $9,002 $26,041 
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Loss Contingencies
Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Additionally, the company records receivables from third-party insurers up to the amount of the loss when recovery has been determined to be probable. LiabilitiesCertain liabilities acquired in acquisitions have been recorded at readily determinable fair valuevalues and, as such, were discounted to present value at the dates of acquisition.
Currency Translation
All assets and liabilities of the company’s subsidiaries operating in non-U.S. dollar currencies are translated at period-end exchange rates. Resulting translation adjustments are reflected in the “accumulated other comprehensive items” component of shareholders’ equity. Revenues and expenses are translated at average exchange rates for the period. Currency transaction gains are included in the accompanying statement of income and in aggregate were $62 million, $25 million and $24 million $52 millionin 2022, 2021 and $19 million in 2020, 2019 and 2018, respectively.
Derivative Contracts
The company is exposed to certain risks relating to its ongoing business operations including changes to interest rates and currency exchange rates. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive items until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings.
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The company uses short-term forward and option currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans and cash balances that are denominated in currencies other than the functional currencies of the respective operations. The currency-exchange contracts principally hedge transactions denominated in Swiss franc, euro, British pounds sterling, CanadianSingapore dollars, Japanese yen, Hong Kong dollars, Japanese yenCzech koruna and Czech koruna.Swedish krona. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management.
Cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive items and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.
Fair value hedges. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings.
Net investment hedges. The company uses foreign currency-denominated debt, certain foreign-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates. The majorityA portion of the company’s euro-denominated senior notes, and certain offoreign-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-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.
Government Assistance
From time to time, the company receives assistance from various governmental agencies generally in the form of cash or non-income tax credits. These programs help offset the costs of certain research and development activities, facility construction and expansion efforts, or hiring objectives. When the company believes that it is probable that it will meet the conditions tied to the assistance, it offsets the associated expense in the consolidated income statement. Such amounts were not material to the consolidated financial statements as of and for the year ended December 31, 2022.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Risks and uncertainties associated with the ongoing COVID-19 global pandemic materially adversely affected certain of the company’s businesses in 2020, particularly in the Analytical Instruments segment and, to a lesser extent, some businesses within the other three segments. The negative impacts significantly lessened in 2021 and 2022. The extent and duration of negative impacts continuing into 2021in the future, which may include inflationary pressures and supply chain disruptions, are uncertain and may require changes to estimates. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In January 2020,September 2022, the FASB issued new guidance to clarify the interaction of the accounting for certain equity securities, equity method investments, and certain forward contracts and purchased options.require entities to disclose information about supplier finance programs. Among other things, the new guidance clarifies that an entity should consider observablerequires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under these programs for each period presented. The company will adopt some aspects of this guidance in 2023 using a retrospective method and other aspects in 2024 using a prospective method. The adoption of this guidance is not expected to have a material impact on the company’s disclosures; however, the impact in future periods will be dependent on the extent of arrangements of this nature entered into by the company
In November 2021, the FASB issued new guidance to require entities to disclose information about certain types of government assistance they receive, including cash grants and tax credits. Among other things, the new guidance requires expanded disclosure regarding the qualitative and quantitative characteristics of the nature, amount, timing, and significant terms and conditions of transactions that require it to either applywith a government arising from a grant or discontinue the equity methodother forms of accountingassistance accounted for the purposes of applying measurement principles for certain equity securities immediately before applying or discontinuing the equity method.under a contribution model. The company adopted this guidance in 2020the fourth quarter of 2022 using a prospective method. The adoption of this guidance did not have a material impact on the company’s disclosures; however, the impact in future periods will be dependent on the extent of future transactions of this nature entered into by the company.
In October 2021, the FASB amended guidance to recognize and measure contract assets and contract liabilities acquired in a business combination. Generally, this new guidance will result in the company recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The company adopted this guidance in the fourth quarter of 2021 retrospectively to all business combinations completed in the first three quarters of 2021 and prospectively to all future business combinations. The adoption of this guidance did not have a material impact on the company’s consolidated financial statements for acquisitions that closed in 2021 and 2022; however, the impact in future periods will be dependent on the contract assets and contract liabilities acquired in future business combinations.
In July 2021, the FASB amended guidance to require lessors to classify leases as operating leases if they have certain variable lease payment structures and would have selling losses if they were classified as sales-type or direct financing leases. The company adopted the guidance in the third quarter of 2021 using a prospective method. The adoption of this guidance did not have a material impact on the company’s consolidated financial statements.
In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Among other things, the new guidance requires the effects of enacted changes in tax laws or rates to be reflected in the annual effective tax rate computation in the interim period that includes the enactment date. The company expects to adoptadopted this guidance when it is effective in 2021 using a prospective method. The adoption of this guidance isdid not expected to have a material impact on the company’s consolidated financial statements; however, the impact in future periods will be dependent on the extent of future events or conditions that would be affected such as enacted changes in tax laws or rates.
In August 2018, the FASB issued new guidance to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The company adopted the guidance in 2020 using a retrospective method. The adoption of this guidance did not have a material impact on the company’s disclosures.
In August 2018, the FASB issued new guidance to modify the disclosure requirements on fair value measurements. The company adopted the guidance in 2020 with some items requiring a prospective method and others requiring a retrospective method. The adoption of this guidance did not have a material impact on the company’s disclosures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In February 2018, the FASB issued new guidance to allow reclassifications from accumulated other comprehensive items (AOCI) to retained earnings for certain tax effects on items within AOCI resulting from the Tax Cuts and Jobs Act of 2017 (the Tax Act). The company adopted this guidance in January 2018 and recorded the reclassifications in the period of adoption. The adoption of this guidance increased retained earnings and reduced accumulated other comprehensive items by $87 million and $89 million, respectively, on January 1, 2018. This guidance only relates to the effects of the Tax Act. For all other tax law changes that have occurred or may occur in the future, the company reclassifies the tax effects to the consolidated statement of income on an item-by-item basis when the pre-tax item in AOCI is reclassified to income.
In December 2017, the SEC staff issued guidance to address the application of accounting guidance in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act enacted on December 22, 2017. The company reported provisional amounts in its 2017 financial statements for certain income tax effects of the Tax Act for which a reasonable estimate could be determined. Adjustments to provisional amounts identified during the measurement period, which ended December 22, 2018, are included as adjustments to Provision for Income Taxes in 2018.
In August 2017, the FASB issued new guidance to simplify the application of hedge accounting guidance. Among other things, the new guidance will permit more hedging strategies to qualify for hedge accounting, allow for additional time to perform an initial assessment of a hedge’s effectiveness, and permit a qualitative effectiveness test for certain hedges after initial qualification. The company adopted this guidance in January 2018. The adoption of this guidance increased retained earnings by $3 million on January 1, 2018.
In October 2016, the FASB issued new guidance eliminating the deferral of the tax effects of intra-entity asset transfers. The impact of this guidance in future periods will be dependent on the extent of future asset transfers which usually occur in connection with planning around acquisitions and other business structuring activities. The adoption of this guidance reduced retained earnings by $20 million on January 1, 2018.
In June 2016, the FASB issued new guidance to require a financial asset measured at amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. During 2018 and 2019, the FASB issued additional guidance and clarification. The company adopted the guidance in 2020 using a modified retrospective method. The adoption of this guidance reduced accounts receivable and retained earnings by $1 million on January 1, 2020.
In February 2016, the FASB issued new guidance which requires lessees to record most leases on their balance sheets as lease liabilities, initially measured at the present value of the future lease payments, with corresponding right-of-use assets. The new guidance also sets forth new disclosure requirements related to leases. During 2017 - 2019, the FASB issued additional guidance and clarification. The company adopted this guidance in January 2019. The company elected to adopt the guidance using a modified retrospective method, by applying the transition approach as of the beginning of the period of adoption. Comparative periods have not been restated. As permitted upon transition, the company did not reassess whether any expired or existing contracts were or contained embedded leases, the lease classification for any expired or existing leases, initial direct costs for any leases, or whether land easements met the definition of a lease if they were not accounted for as leases under the prior guidance. The adoption of this guidance increased retained earnings by $4 million on January 1, 2019.
In January 2016, the FASB issued new guidance which affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. This guidance requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient permitted by the guidance to estimate fair value. The adoption of this guidance reduced retained earnings and increased accumulated other comprehensive items by $1 million on January 1, 2018.
In May 2014, the FASB issued new revenue recognition guidance which provides a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most previous revenue recognition guidance. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. During 2016 and 2017, the FASB issued additional guidance and clarification, including the elimination of certain SEC Staff Guidance. The guidance is effective for the company in 2018. The company elected to adopt this guidance through application of the modified retrospective method by applying it to contracts that were not completed as of December 31, 2017 (in addition to new contracts in 2018 and thereafter). The adoption of this guidance increased retained earnings by $49 million on January 1, 2018.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.    Acquisitions and Dispositions
The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the businesses.businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products;products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.products and services.
Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses as incurred.
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 expected to be tax deductible.
The components of the purchase price and net assets acquired are as follows:
(In billions)The Binding Site
Purchase price
Cash paid$2.42 
Debt settled0.31 
Cash acquired(0.02)
$2.71 
Net assets acquired
Definite-lived intangible assets$1.07 
Goodwill1.77 
Net tangible assets0.15 
Deferred tax assets (liabilities)(0.28)
$2.71 
The weighted-average amortization period for definite-lived intangible assets is 17 years.
The preliminary allocation of the purchase price for the acquisition of The Binding Site is based on estimates of the fair value of the net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions.
2022
In 2022, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Fourier-transform infrared gas analysis technologies.
2021
On January 15, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, the Belgium-based European viral vector manufacturing business of Groupe Novasep SAS. The European viral vector manufacturing business provides manufacturing services for vaccines and therapies to biotechnology companies and large biopharma customers. The acquisition expands the segment’s capabilities for cell and gene vaccines and therapies. The goodwill recorded as a result of this business combination is not tax deductible.
On February 25, 2021, the company acquired, within the Life Sciences Solutions segment, Mesa Biotech, Inc., a U.S.-based molecular diagnostic company. Mesa Biotech has developed and commercialized a polymerase chain reaction (PCR) based rapid point-of-care testing platform available for detecting infectious diseases including COVID-19. The acquisition enables the company to accelerate the availability of reliable and accurate advanced molecular diagnostics at the point of care. The goodwill recorded as a result of this business combination is not tax deductible.
On September 30, 2021, the company assumed operating responsibility, within the Laboratory Products and Biopharma Services segment, of a new state-of-the-art biologics manufacturing facility in Lengnau, Switzerland from CSL Limited to perform pharma services for CSL with capacity to serve other customers as well. The goodwill recorded as a result of this business combination is not tax deductible.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On December 8, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, PPD, Inc., a U.S.-based global provider of clinical research services to the pharma and biotech industry. The addition of PPD’s clinical research services enhances our offering to biotech and pharma customers by enabling them to accelerate innovation and increase their productivity within the drug development process. The goodwill recorded as a result of this business combination is not tax deductible.
On December 30, 2021, the company acquired, within the Life Sciences Solutions segment, PeproTech, Inc., a U.S.-based developer and manufacturer of recombinant proteins. PeproTech provides bioscience reagents known as recombinant proteins, including cytokines and growth factors. The acquisition expands the segment’s bioscience offerings. The goodwill recorded as a result of this business combination is not tax deductible.
In addition, in 2021, the company acquired, within the Life Sciences Solutions segment, cell sorting technology assets, an Ireland-based life sciences distributor and a developer of a digital PCR platform; within the Analytical Instruments segment, a Belgium-based developer of micro-chip based technology for liquid chromatography columns; and within the Specialty Diagnostics segment, a transplant diagnostics information system provider.
The components of the purchase price and net assets acquired for 2021 acquisitions are as follows:
(In millions)PPDPeproTechEuropean Viral Vector BusinessMesa BiotechLengnau biologics manufacturing facilityOther
Purchase price
Cash paid$17,237 $1,946 $848 $421 $17 $298 
Fair value of equity awards exchanged43 — — — — — 
Fair value of contingent consideration— — — 65 117 
Cash acquired(1,244)(83)(18)(14)— (12)
$16,036 $1,863 $830 $472 $18 $403 
Net assets acquired
Current assets$2,477 $58 $39 $54 $— $12 
Property, plant and equipment527 18 59 93 
Definite-lived intangible assets:
Customer relationships6,257 510 302 — — 
Product technology— 282 25 279 — 224 
Tradenames594 — — — 
Backlog1,038 — — — — — 
Goodwill13,949 1,198 600 237 18 198 
Other assets1,060 11 364 
Contract liabilities(1,539)— (59)— — (1)
Deferred tax assets (liabilities)(1,782)(192)(80)(72)— (27)
Finance lease liabilities(90)— (24)— (82)— 
Debt assumed(4,299)— — — — — 
Other liabilities assumed(2,034)(22)(35)(33)(375)(11)
Redeemable noncontrolling interest(122)— — — — — 
$16,036 $1,863 $830 $472 $18 $403 
During 2022, we finalized the allocations of the purchase price for the Lengnau biologics manufacturing facility, PPD, Inc. and PeproTech, Inc., largely with respect to definite-lived intangible assets, property, plant and equipment, contract liabilities,
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
equity method investments, asset retirement obligations, defined benefit pension plans, assumed contingent consideration and the related deferred taxes. The adjustments to the income statement recorded during 2022 were not material.
The weighted-average amortization periods for definite-lived intangible assets acquired in 2021 are 17 years for customer relationships, 11 years for product technology, 7 years for tradenames and 3 years for backlog. The weighted average amortization period for all definite-lived intangible assets acquired in 2021 is 14 years.
Unaudited Pro Forma Information
The following unaudited pro forma information provides the effect of the company's 2021 acquisition of PPD as if the acquisition had occurred on January 1, 2020:
 Year Ended
 December 31,December 31,
(In millions)20212020
Revenues$44,886 $36,887 
Net income attributable to Thermo Fisher Scientific Inc.$7,369 $5,361 
The historical consolidated financial information of the company and PPD has been adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the acquisitions and related financing arrangements and are factually supportable.
To reflect the acquisition of PPD as if it had occurred on January 1, 2020, the unaudited pro forma results include adjustments to reflect, among other things, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset and the interest expense from debt financings obtained to partially fund the cash consideration transferred. Pro forma adjustments were tax effected at the company's historical statutory rates in effect for the respective periods. The unaudited pro forma amounts are not necessarily indicative of the combined results of operations that would have been realized had the acquisitions and related financings occurred on the aforementioned dates, nor are they meant to be indicative of any anticipated combined results of operations that the company will experience after the transaction. In addition, the amounts do not include any adjustments for actions that may be taken following the completion of the transaction, such as expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the transaction.
Pro forma net income attributable to Thermo Fisher Scientific Inc. for the year ended December 31, 2021, excludes $312 million of transaction costs, initial restructuring costs, and debt extinguishment costs directly attributable to the PPD acquisition that were included in the determination of net income attributable to Thermo Fisher Scientific Inc. for that period. These items have reduced pro forma net income attributable to Thermo Fisher Scientific Inc. for the year ended December 31, 2020, by $197 million.
The company’s results would not have been materially different from its pro forma results had the company’s other 2021 acquisitions occurred at the beginning of 2020.
PPD’s revenues and losses attributable to Thermo Fisher Scientific Inc. in 2021, subsequent to the acquisition date, were $378 million and $(60) million, respectively. The loss includes non-recurring transaction and compensation costs.
2020
In 2020, the company acquired, within the Life Sciences Solutions segment, a U.S.-based provider of a spectral dye platform for high-resolution biology applications which will extend the company’s existing tools for protein and cell analysis applications, for a total purchase price of $63 million including the fair value of contingent consideration.
2019
On April 30, 2019, the company acquired, within the Laboratory Products and Services segment, Brammer Bio for approximately $1.67 billion in cash. Brammer Bio is a leading viral vector contract development and manufacturing organization for gene and cell therapies. The acquisition expanded the segment’s contract manufacturing capabilities. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $938 million was allocated to goodwill, $405 million of which is tax deductible.
In addition, in 2019 the company acquired, within the Analytical Instruments segment, a Slovakia-based provider of mass spectrometry software used for identification of compounds, and, within the Laboratory Products and Services segment, an active pharmaceutical ingredient manufacturing facility in Cork, Ireland, for an aggregate purchase price of $169 million.
The components of the purchase price and net assets acquired for 2019 acquisitions are as follows:
(In millions)Brammer BioOtherTotal
Purchase Price
Cash paid$1,710 $169 $1,879 
Cash acquired(36)— (36)
$1,674 $169 $1,843 
Net Assets Acquired
Current assets$52 $58 $110 
Property, plant and equipment147 102 249 
Definite-lived intangible assets:
Customer relationships744 — 744 
Product technology65 72 
Tradenames— 
Goodwill938 947 
Other assets49 — 49 
Contract liabilities(110)— (110)
Deferred tax liabilities(110)(6)(116)
Other liabilities assumed(108)(1)(109)
$1,674 $169 $1,843 
The weighted-average amortization periods for definite-lived intangible assets acquired in 2019 are 14 years for customer relationships, 13 years for product technology and 2 years for tradenames. The weighted average amortization period for all definite-lived intangible assets acquired in 2019 is 14 years.applications.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2018
On October 25, 2018, the company acquired, within the Life Sciences Solutions segment, Becton Dickinson and Company's Advanced Bioprocessing business for $477 million in cash. This North America-based business adds complementary cell culture products that expanded the segment’s bioproduction offerings to help customers increase yield during production of biologic drugs. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $146 million was allocated to goodwill, all of which is tax deductible.
In 2018, the company acquired, within the Life Sciences Solutions segment, a North America-based provider of a rapid DNA platform for use in forensics and law enforcement applications, for an aggregate purchase price of $65 million.
The components of the purchase price and net assets acquired for 2018 acquisitions are as follows:
(In millions)Advanced Bioprocessing businessOtherTotal
Purchase Price
Cash paid$477 $55 $532 
Fair value of contingent consideration— 11 11 
Cash acquired— (1)(1)
$477 $65 $542 
Net Assets Acquired
Current assets$53 $$57 
Property, plant and equipment42 — 42 
Definite-lived intangible assets:
Customer relationships108 — 108 
Product technology132 31 163 
Tradenames— 
Indefinite-lived intangible assets:
In-process research and development— 10 10 
Goodwill146 15 161 
Other assets— 14 14 
Deferred tax liabilities(7)— (7)
Other liabilities assumed(5)(9)(14)
$477 $65 $542 
The weighted-average amortization periods for definite-lived intangible assets acquired in 2018 are 14 years for customer relationships, 13 years for product technology and 6 years for tradenames. The weighted average amortization period for all definite-lived intangible assets acquired in 2018 is 13 years.
Disposition
On June 28, 2019, the company sold its Anatomical Pathology business to PHC Holdings Corporation for $1.13 billion, net of cash divested. The business was part of the Specialty Diagnostics segment. The sale of this business resulted in a pre-tax gain of approximately $478 million, included in restructuring and other (income) costs, net. Revenues in 2019, through the date of sale, and the full year 2018 of the business sold were approximately $115 million and $238 million, respectively, net of retained sales through the company's healthcare market and research and safety market channel businesses.

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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3.    Revenues and Contract-related Balances
Disaggregated Revenues
Revenues by type are as follows:
(In millions)202220212020
Revenues
Consumables$20,624 $22,608 $18,527 
Instruments7,924 7,753 6,779 
Services16,367 8,850 6,912 
Consolidated revenues$44,915 $39,211 $32,218 
(In millions)202020192018
Revenues
Consumables$18,527 $13,109 $12,576 
Instruments6,779 6,387 6,292 
Services6,912 6,046 5,490 
Consolidated revenues$32,218 $25,542 $24,358 
Revenues by geographic region based on customer location are as follows:
(In millions)202020192018
Revenues
North America$17,081 $12,896 $12,143 
Europe8,284 6,358 6,215 
Asia-Pacific5,822 5,524 5,250 
Other regions1,031 764 750 
Consolidated revenues$32,218 $25,542 $24,358 
(In millions)202220212020
Revenues
North America$24,594 $19,659 $17,081 
Europe10,762 11,134 8,284 
Asia-Pacific8,115 7,218 5,822 
Other regions1,444 1,200 1,031 
Consolidated revenues$44,915 $39,211 $32,218 
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.
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, 20202022 was $12.81$26.97 billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately 74%55% of which is expected to occur within the next twelve months. Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years.
Contract-related Balances

Noncurrent contract assets and noncurrent contract liabilities are included within other assets and other long-term liabilities in the accompanying balance sheet, respectively. Contract asset and liability balances are as follows:
December 31,December 31,
(In millions)20222021
Current contract assets, net$1,312 $968 
Noncurrent contract assets, net
Current contract liabilities2,601 2,655 
Noncurrent contract liabilities1,179 1,238 
Substantially all of the current contract liabilities balance at December 31, 2021 and 2020 was recognized in revenues during 2022 and 2021, respectively.
Note 4.    Business Segment and Geographical Information
The company’s financial performance is reported in 4four 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 disease (including COVID-19 through its polymerase chain reaction (PCR) testinginfection and sample preparation capabilities).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 on the production line and in the field. These products and services are used by customers in
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
pharmaceutical, biotechnology, academic, government, environmental and other research and industrial markets, as well as the clinical laboratory.
Specialty Diagnostics: providesoffers a wide range of diagnostic test kits, reagents, culture media, instruments and associated products used to increase the speed and accuracy of diagnoses. These products are used byserve 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: providesoffers virtually everything needed for the laboratory, including alaboratory. Our unique combination of self-manufactured and sourced products forand extensive service offering enables our customers in research, academic, government, industrialto focus on their core activities and healthcare settings.helps them to be more efficient, productive and cost-effective. The segment also includes a comprehensive offering of outsourced services used by the pharmaceutical and biotech industries for drug development, clinical research, clinical trials logisticsservices and commercial drug manufacturing.
The company’s management evaluates segment operating performance based on operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition accounting; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
expense and gains and losses from the sale of real estate and product lines as well as from significant litigation-related matters; and amortization of acquisition-related intangible assets. The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.
Business Segment Information
(In millions)202020192018
Revenues
Life Sciences Solutions$12,168 $6,856 $6,269 
Analytical Instruments5,124 5,522 5,469 
Specialty Diagnostics5,343 3,718 3,724 
Laboratory Products and Services12,245 10,599 10,035 
Eliminations(2,662)(1,153)(1,139)
Consolidated revenues32,218 25,542 24,358 
Segment Income
Life Sciences Solutions6,109 2,446 2,158 
Analytical Instruments808 1,273 1,247 
Specialty Diagnostics1,368 930 952 
Laboratory Products and Services1,271 1,324 1,258 
Subtotal reportable segments9,556 5,973 5,615 
Cost of revenues charges, net(6)(17)(12)
Selling, general and administrative credits (charges), net10 (62)(29)
Restructuring and other (costs) income, net(99)413 (50)
Amortization of acquisition-related intangible assets(1,667)(1,713)(1,741)
Consolidated operating income7,794 4,594 3,783 
Interest income65 224 137 
Interest expense(553)(676)(667)
Other (expense) income, net(81)(72)
Income Before Income Taxes$7,225 $4,070 $3,262 
Depreciation
Life Sciences Solutions$140 $130 $119 
Analytical Instruments76 75 73 
Specialty Diagnostics100 67 76 
Laboratory Products and Services342 292 258 
Consolidated depreciation$658 $564 $526 
(In millions)202220212020
Revenues
Life Sciences Solutions$13,532 $15,631 $12,168 
Analytical Instruments6,624 6,069 5,124 
Specialty Diagnostics4,763 5,659 5,343 
Laboratory Products and Biopharma Services22,511 14,862 12,245 
Eliminations(2,515)(3,010)(2,662)
Consolidated revenues44,915 39,211 32,218 
Segment Income
Life Sciences Solutions5,582 7,817 6,109 
Analytical Instruments1,507 1,197 808 
Specialty Diagnostics1,024 1,280 1,368 
Laboratory Products and Biopharma Services2,872 1,844 1,271 
Subtotal reportable segments10,985 12,138 9,556 
Cost of revenues adjustments(46)(8)(6)
Selling, general and administrative expenses adjustments(37)(144)10 
Restructuring and other costs(114)(197)(99)
Amortization of acquisition-related intangible assets(2,395)(1,761)(1,667)
Consolidated operating income8,393 10,028 7,794 
Interest income272 43 65 
Interest expense(726)(536)(553)
Other income/(expense)(104)(694)(76)
Consolidated income before taxes$7,835 $8,841 $7,230 
Depreciation
Life Sciences Solutions$214 $197 $140 
Analytical Instruments83 83 76 
Specialty Diagnostics75 128 100 
Laboratory Products and Biopharma Services614 423 342 
Consolidated depreciation$986 $831 $658 
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)202020192018
Total Assets
Life Sciences Solutions$20,209 $18,306 $18,774 
Analytical Instruments9,773 9,896 9,907 
Specialty Diagnostics6,534 5,867 6,663 
Laboratory Products and Services22,711 21,761 19,051 
Corporate/Other (a)9,825 2,551 1,837 
Consolidated total assets$69,052 $58,381 $56,232 
Capital Expenditures
Life Sciences Solutions$392 $151 $107 
Analytical Instruments74 64 85 
Specialty Diagnostics175 83 103 
Laboratory Products and Services772 554 374 
Corporate/Other61 74 89 
Consolidated capital expenditures$1,474 $926 $758 
Cost of revenues charges included in the above table consist of charges for the sale of inventories revalued at the date of acquisition, inventory write-downs associated with large-scale abandonments of product lines, and accelerated depreciation on fixed assets to estimated salvage value in connection with the consolidation of operations. Selling, general and administrative charges/credits included in the above table consist of significant transaction/integration costs (including reimbursement thereof) related to recent/terminated acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges/credits related to product liability litigation.
(In millions)202220212020
Total assets
Life Sciences Solutions$21,848 $22,751 $20,209 
Analytical Instruments10,019 9,692 9,773 
Specialty Diagnostics5,542 6,010 6,534 
Laboratory Products and Biopharma Services51,281 52,639 22,711 
Corporate/other (a)8,464 4,031 9,825 
Consolidated total assets$97,154 $95,123 $69,052 
Capital expenditures
Life Sciences Solutions$490 $810 $392 
Analytical Instruments140 79 74 
Specialty Diagnostics112 167 175 
Laboratory Products and Biopharma Services1,403 1,327 772 
Corporate/other98 140 61 
Consolidated capital expenditures$2,243 $2,523 $1,474 
(a)Corporate assets consist primarily of cash and cash equivalents and property and equipment at the company's corporate offices.
Geographical Information
(In millions)202020192018
Revenues (b)
United States$16,435 $12,366 $11,629 
China2,797 2,752 2,504 
Other12,986 10,424 10,225 
Consolidated revenues$32,218 $25,542 $24,358 
Long-lived Assets (c)
United States$3,686 $3,099 $2,444 
Other3,001 2,349 1,721 
Consolidated long-lived assets$6,687 $5,448 $4,165 
(In millions)202220212020
Revenues (b)
United States$23,820 $18,907 $16,435 
China3,793 3,444 2,797 
Other17,302 16,860 12,986 
Consolidated revenues$44,915 $39,211 $32,218 
Long-lived Assets (c)
United States$6,308 $5,578 $3,686 
Other4,565 4,286 3,001 
Consolidated long-lived assets$10,873 $9,864 $6,687 
(b)Revenues are attributed to countries based on customer location.
(c)Includes property, plant and equipment, net, and beginning in 2019, operating lease ROU assets.

Note 5.    Other Expense/Income, NetIncome/(Expense)
In all periods, other expense/income, netincome/(expense) includes currency transaction gains and losses on non-operating monetary assets and liabilities and net periodic pension benefit cost/income, excluding the service cost component which is included in operating expenses on the accompanying statement of income. In 2022, other income/(expense) includes $161 million of net losses on investments, $67 million of net gains on derivative instruments to address certain foreign currency risks, $26 million of losses on the early extinguishment of debt (Note 10), and $2 million of net settlement gains on pension plans.
In 2021, other income/(expense) includes $767 million of losses on the early extinguishment of debt (Note 10), $36 million of financing costs associated with obtaining bridge financing commitments in connection with the agreement to acquire PPD (Note 2), offset in part by $66 million of net gains on investments. The company had a cash outlay of $36 million in 2021 associated with obtaining the bridge financing commitments, included in other financing activities, net, in the accompanying statement of cash flows.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In 2020, other expense, netincome/(expense) includes $81 million of financing costs for a terminated acquisition, primarily for loan commitment fees and entering into hedging contracts and $42 million reclassified from accumulated other comprehensive items related to a hedge arrangement (Note 14), offset in part by $10 million of net gains on investments. The company had a cash outlay of $51 million in 2020 associated with obtaining the loan commitments included in other financing activities, net, in the accompanying statement of cash flows.
In 2019, other expense, net includes $184 million of losses on the early extinguishment of debt (Note 10), offset in part by $44 million of net gains on investments. The investment gains include a $28 million gain on the sale of a joint venture for net proceeds of $42 million.
In 2018, other expense, net includes $15 million of net losses on investments.

F-23


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6.    Stock-based Compensation Expense
The company has stock-based compensation plans for its key employees, directors and others. These plans permit the grant of a variety of stock and stock-based awards, including restricted stock units, stock options or performance-based shares, as determined by the compensation committee of the company’s Board of Directors or, for certain non-officer grants, by the company’s employee equity committee, which consists of its chief executive officer. The company generally issues new shares of its common stock to satisfy option exercises and restricted unit vesting. Grants of stock options and restricted units generally provide that in the event of both a change in control of the company and a qualifying termination of an option or unit holder’s employment, all options and service-based restricted unit awards held by the recipient become immediately vested (unless an employment or other agreement with the employee provides for different treatment).
Compensation cost is based on the grant-date fair value and is recognized ratably over the requisite vesting period or to the date based on qualifying retirement eligibility, if earlier, and is primarily included in selling, general and administrative expenses.
Stock Options
The company’s practice is to grant stock options at fair market value. Options vest over 3-5 years with terms of 7-10 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 was 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 was calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures.
The weighted average assumptions used in the Black-Scholes option pricing model are as follows: 
202020192018
Expected Stock Price Volatility22 %21 %20 %
Risk Free Interest Rate1.1 %2.4 %2.6 %
Expected Life of Options (years)4.34.34.3
Expected Annual Dividend0.3 %0.3 %0.3 %
202220212020
Expected stock price volatility26 %26 %22 %
Risk free interest rate2.0 %0.8 %1.1 %
Expected life of options (years)4.74.34.3
Expected annual dividend0.2 %0.2 %0.3 %
The weighted average per share grant-date fair values of options granted during 2022, 2021 and 2020 2019were $135.07, $123.97 and 2018 were $61.19, $53.37 and $43.45, respectively. The total intrinsic value of options exercised during the same periods was $457$336 million, $320$501 million and $312$457 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.
F-24F-23


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the company’s option activity for the year ended December 31, 20202022 is presented below:
Shares
(in millions)
Weighted Average Exercise PriceWeighted Average Remaining Contractual Term
(in years)
Aggregate Intrinsic
Value (a)
(in millions)
Outstanding at December 31, 20196.9 $176.26 
Granted1.2 343.18 
Exercised(2.0)140.99 
Canceled/Expired(0.2)227.67 
Outstanding at December 31, 20205.9 $221.22 4.3
Vested and Unvested Expected to Vest at December 31, 20205.7 $217.96 4.2$1,410 
Exercisable at December 31, 20202.5 $165.71 3.2$741 
Shares
(in millions)
Weighted average exercise priceWeighted average remaining contractual term
(in years)
Aggregate intrinsic
value
(in millions)
Outstanding at December 31, 20216.0 $319.95 
Granted0.8 530.48 
Exercised(0.9)199.85 
Canceled/expired(0.3)503.76 
Outstanding at December 31, 20225.6 $359.27 4.2$1,125 
Vested and unvested expected to vest at December 31, 20225.3 $351.97 4.7$1,114 
Exercisable at December 31, 20222.9 $251.44 2.8$891 
As of December 31, 2020,2022, there was $107$228 million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 20242026 with a weighted average amortization period of 2.52.4 years.
Restricted Share/Unit Awards
Awards of restricted units convert into an equivalent number of shares of common stock. The awards generally vest over 3-4 years, assuming continued employment, with some exceptions. Vesting of the awards is contingent upon meeting certain service conditions and may also be contingent upon meeting certain performance and/or market conditions. The fair market value of the award at the time of the grant is amortized to expense over the requisite service period of the award, which is generally the vesting period. Recipients of restricted units have no voting rights but are entitled to accrue dividend equivalents. The fair value of service- and performance-based restricted unit awards is determined based on the number of units granted and the market value of the company’s shares on the grant date. For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award.
A summary of the company’s restricted unit activity for the year ended December 31, 20202022 is presented below:
 Units
(in millions)
Weighted
Average
Grant-Date
Fair Value
Unvested at December 31, 20191.0 $218.34 
Granted0.5 316.10 
Vested(0.6)215.35 
Forfeited(0.1)241.26 
Unvested at December 31, 20200.8 $276.74 
 Units
(in millions)
Weighted
average
grant-date
fair value
Unvested at December 31, 20210.8 $425.39 
Granted0.4 520.83 
Vested(0.4)375.77 
Forfeited(0.1)510.37 
Unvested at December 31, 20220.7 $495.39 
The total fair value of shares vested during 2022, 2021 and 2020 2019 and 2018 was $126$163 million, $118$151 million and $114$126 million, respectively.
As of December 31, 2020,2022, there was $151$200 million of total unrecognized compensation cost related to unvested restricted stock unit awards. The cost is expected to be recognized through 20242026 with a weighted average amortization period of 2.01.9 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 95% 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 10% of each participating employee’s qualifying gross wages. The company issued 0.2 million, 0.1 million 0.2 million and 0.10.2 million shares, respectively, of its common stock in 2020, 20192022, 2021 and 20182020 under the employee stock purchase plan.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.    Pension and Other Postretirement Benefit Plans
401(k) Savings Plan and Other Defined Contribution Plans
The company’s 401(k) savings and other defined contribution plans cover the majority of the company’s eligible U.S. and certain non-U.S. employees. Contributions to the plans are made by both the employee and the company. Company contributions are based on the level of employee contributions. Company contributions to these plans are based on formulas determined by the company. In 2020, 20192022, 2021 and 2018,2020, the company charged to expense $254$402 million, $232$299 million and $204$254 million, respectively, related to its defined contribution plans.
Defined Benefit Pension Plans
Employees of a number of the company’s non-U.S. and certain U.S. subsidiaries participate in defined benefit pension plans covering substantially all full-time employees at those subsidiaries. Some of the plans are unfunded, as permitted under the plans and applicable laws. The company also maintains postretirement healthcare programs at several acquired businesses where certain employees are eligible to participate. The liabilities and costs ofassociated with the company’s postretirement healthcare programs are generally funded on a self-insured and insured-premium basis.basis and are not material for any period presented.
The company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The company is required to recognize as a component of other comprehensive items, net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive items is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.
When a company with a pension plan is acquired, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as an asset. The recognition of a new liability or a new asset results in the elimination of (a) previously existing unrecognized net gain or loss and (b) unrecognized prior service cost or credits.
The company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During 2020, 20192022, 2021 and 2018,2020, the company made cash contributions of approximately $96$41 million, $50$34 million and $93$96 million, respectively. Contributions to the plans included in the following table are estimated at between $30 and $50 million for 2021.2023.
F-26


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a reconciliation of benefit obligations and plan assets of the company’s domestic and non-U.S. pension plans and postretirement benefit plans:
 Domestic Pension
 Benefits
Non-U.S. Pension
 Benefits
Postretirement
Benefits
(In millions)202020192020201920202019
Change in Projected Benefit Obligations
Benefit Obligation at Beginning of Year$1,302 $1,179 $1,303 $1,193 $55 $50 
Divestiture— — — (23)— — 
Service costs— — 24 23 
Interest costs35 45 18 24 
Settlements— — (38)(34)— — 
Plan participants' contributions— — — — 
Actuarial (gains) losses44 156 119 136 (2)
Benefits paid(79)(78)(26)(27)(2)(2)
Currency translation and other— — 81 
Benefit Obligation at End of Year$1,302 $1,302 $1,486 $1,303 $54 $55 
Change in Fair Value of Plan Assets
Fair Value of Plan Assets at Beginning of Year$1,201 $1,091 $986 $932 $10 $
Divestiture— — — (15)— — 
Actual return on plan assets138 183 92 60 
Employer contribution87 43 
Settlements— — (38)(34)— — 
Plan participants' contributions— — — — 
Benefits paid(79)(78)(26)(27)(2)(2)
Currency translation and other— — 54 22 — — 
Fair Value of Plan Assets at End of Year$1,267 $1,201 $1,160 $986 $12 $10 
Funded Status$(35)$(101)$(326)$(317)$(42)$(45)
Accumulated Benefit Obligation$1,302 $1,302 $1,417 $1,238 
Amounts Recognized in Balance Sheet
Noncurrent assets$38 $— $157 $97 $11 $
Current liability(8)(6)(9)(8)(3)(3)
Noncurrent liabilities(65)(95)(474)(406)(50)(51)
Net amount recognized$(35)$(101)$(326)$(317)$(42)$(45)
Amounts Recognized in Accumulated Other Comprehensive Items
Net actuarial loss$142 $195 $242 $200 $$
Prior service credits— — (2)(3)(4)(5)
Net amount recognized$142 $195 $240 $197 $(3)$— 
For both domestic and non-U.S. pension plans, actuarial losses experienced in 2020 and 2019 were principally driven by decreases in the weighted average discount rates that were used to determine the projected benefit obligation. For domestic pension plans, the 2020 actuarial losses were partially offset by gains recognized due to the adoption of an updated mortality assumption.
 Domestic pension benefitsNon-U.S. pension benefits
(In millions)2022202120222021
Accumulated benefit obligation$995 $1,260 $1,016 $1,475 
Change in projected benefit obligations
Projected benefit obligation at beginning of year$1,260 $1,302 $1,552 $1,486 
Acquisitions— — 51 170 
Service costs— — 34 27 
Interest costs27 23 20 11 
Settlements— — (31)(7)
Plan participants' contributions— — 
Actuarial (gains) losses(210)20 (447)(57)
Benefits paid(82)(85)(19)(30)
Currency translation and other— — (100)(54)
Projected benefit obligation at end of year$995 $1,260 $1,069 $1,552 
F-27F-25


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Domestic pension benefitsNon-U.S. pension benefits
(In millions)2022202120222021
Change in fair value of plan assets
Fair value of plan assets at beginning of year$1,226 $1,267 $1,302 $1,160 
Acquisitions— — 14 158 
Actual return on plan assets(212)37 (347)14 
Employer contributions36 27 
Settlements— — (31)(7)
Plan participants' contributions— — 
Benefits paid(82)(85)(19)(30)
Currency translation and other— — (96)(26)
Fair value of plan assets at end of year$937 $1,226 $868 $1,302 
Funded status$(58)$(34)$(201)$(250)
Amounts recognized in balance sheet
Noncurrent assets$— $32 $81 $205 
Current liability(6)(7)(11)(10)
Noncurrent liabilities(52)(59)(271)(445)
Net amount recognized$(58)$(34)$(201)$(250)
Amounts recognized in accumulated other comprehensive items
Net actuarial loss$200 $157 $74 $167 
Prior service credits— — (4)(3)
Net amount recognized$200 $157 $70 $164 
For domestic pension plans, actuarial gains experienced in 2022 were driven by increases in the weighted average discount rates used to determine the projected benefit obligation, as well as differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns. For non-U.S. pension plans, actuarial gains experienced in 2022 were principally driven by increases in the weighted average discount rates used to determine the projected benefit obligation.
For domestic pension plans, actuarial losses experienced in 2021 were driven by differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns, which were partially offset by actuarial gains due to increases in the weighted average discount rates used to determine the projected benefit obligation differences. For non-U.S. pension plans, actuarial gains experienced in 2021 were principally driven by increases in the weighted average discount rates used to determine the projected benefit obligation.
The actuarial assumptions used to compute the funded status for the plans are based upon information available as of December 31, 20202022 and 20192021 and are as follows:
 Domestic pension benefitsNon-U.S. pension benefits
 2022202120222021
Weighted average assumptions used to determine projected benefit obligations
Discount rate for determining benefit obligation5.01 %2.70 %3.91 %1.45 %
Interest crediting rate for cash balance plans4.96 %2.58 %2.19 %1.25 %
Average rate of increase in employee compensationN/AN/A2.78 %2.73 %
 Domestic Pension
Benefits
Non-U.S. Pension
Benefits
Postretirement
Benefits
 202020192020201920202019
Weighted Average Assumptions Used to Determine Projected Benefit Obligations
Discount rate for determining benefit obligation2.33 %3.12 %0.95 %1.60 %2.20 %2.86 %
Interest crediting rate for cash balance plans2.16 %3.02 %1.25 %1.00 %N/AN/A
Average rate of increase in employee compensationN/AN/A2.30 %2.27 %N/AN/A
Initial healthcare cost trend rate5.78 %5.98 %
Ultimate healthcare cost trend rate4.39 %4.48 %
F-26


The ultimate healthcare cost trend rates for the postretirement benefit plans are expected to be reached between 2021 and 2040.THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 BenefitsNon-U.S. Pension Benefits
 202020192018202020192018
Weighted Average Assumptions Used to Determine Net Benefit Cost (Income)
Discount rate - service costN/AN/AN/A1.21 %1.97 %1.63 %
Discount rate - interest cost3.13 %4.22 %3.54 %1.44 %2.06 %1.84 %
Average rate of increase in employee compensationN/AN/AN/A2.27 %2.47 %2.59 %
Expected long-term rate of return on assets5.00 %5.76 %5.75 %2.33 %3.25 %3.31 %
 Domestic pension benefitsNon-U.S. pension benefits
 202220212020202220212020
Weighted average assumptions used to determine net benefit cost (income)
Discount rate - service costN/AN/AN/A1.00 %0.65 %1.21 %
Discount rate - interest cost2.70 %2.33 %3.13 %1.36 %0.80 %1.44 %
Average rate of increase in employee compensationN/AN/AN/A2.73 %2.30 %2.27 %
Expected long-term rate of return on assets4.75 %4.25 %5.00 %2.33 %2.02 %2.33 %
The discount rate reflects the rate the company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. The discount rate is determined based on a range of factors, including the rates of return on high-quality, fixed-income corporate bonds and the related expected duration of the obligations or, in certain instances, the company has used a hypothetical portfolio of high quality instruments with maturities that mirror the benefit obligation in order to accurately estimate the discount rate relevant to a particular plan.
The company utilizes a full yield curve approach in the estimation of these components by applying the specific spot-rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the company may consult with and consider the opinions of financial and other professionals in developing appropriate return benchmarks.
Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements.
The expected rate of compensation increase reflects the long-term average rate of salary increases and is based on historic salary increase experience and management’s expectations of future salary increases.
F-28


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The projected benefit obligation and fair value of plan assets for the company’s qualified and non-qualified pension plans with projected benefit obligations in excess of plan assets are as follows:
 Pension plans
(In millions)20222021
Pension plans with projected benefit obligations in excess of plan assets
Projected benefit obligation$1,636 $2,010 
Fair value of plan assets1,296 1,521 
 Pension Plans
(In millions)20202019
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
Projected benefit obligation$2,047 $2,072 
Fair value of plan assets1,529 1,557 
The accumulated benefit obligation and fair value of plan assets for the company's qualified and non-qualified pension plans with accumulated benefit obligations in excess of plan assets are as follows:
 Pension Plans
(In millions)20202019
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
Accumulated benefit obligation$1,976 $1,976 
Fair value of plan assets1,526 1,525 
 Pension plans
(In millions)20222021
Pension plans with accumulated benefit obligations in excess of plan assets
Accumulated benefit obligation$1,583 $1,937 
Fair value of plan assets1,294 1,521 
The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.
F-27


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The net periodic pension benefit cost (income) includes the following components:
 Domestic pension benefitsNon-U.S. pension benefits
(In millions)202220212020202220212020
Components of net benefit cost (income)
Service cost$— $— $— $34 $27 $24 
Interest cost on benefit obligation
27 23 35 20 11 18 
Expected return on plan assets
(45)(40)(47)(26)(19)(19)
Amortization of actuarial net loss
12 10 
Amortization of prior service benefit
— — — (1)— (1)
Settlement/curtailment loss
— — — (2)— 
Net periodic benefit cost (income)$(14)$(10)$(6)$32 $31 $40 
 Domestic Pension BenefitsNon-U.S. Pension Benefits
(In millions)202020192018202020192018
Components of Net Benefit Cost (Income)
Service cost-benefits earned$— $— $— $24 $23 $26 
Interest cost on benefit obligation
35 45 41 18 24 23 
Expected return on plan assets
(47)(55)(55)(19)(30)(32)
Amortization of actuarial net loss
10 
Amortization of prior service benefit
— — — (1)(1)— 
Settlement/curtailment loss
— — — 
Net periodic benefit cost (income)$(6)$(8)$(11)$40 $26 $31 
The net periodic postretirement benefit cost was not material in 2020, 2019 and 2018. 
Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2020.2022. 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. Estimated future benefit payments during the next five years and in the aggregate for the five fiscal years thereafter, are as follows:
(In millions)Domestic
Pension
Benefits
Non-U.S.
Pension
Benefits
Post-
retirement
Benefits
Expected Benefit Payments
2021 $93 $37 $
2022 88 40 
2023 86 41 
2024 85 45 
2025 83 47 
2026-2030373 268 11 

F-29


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)Domestic pension benefitsNon-U.S. pension benefits
Expected benefit payments
2023 $85 $47 
2024 81 48 
2025 81 51 
2026 80 55 
2027 79 55 
2028-2032373 313 
Domestic Pension Plan Assets
The company’s overall objective is to manage the assets in a liability framework where investments are selected that are expected to have similar changes in fair value as the related liabilities will have upon changes in interest rates. The company invests in a portfolio of both return-seeking and liability-hedging assets, primarily through the use of institutional collective funds, to achieve long-term growth and to insulate the funded position from interest rate volatility. The strategic asset allocation uses a combination of risk controlled and index strategies in fixed income and global equities. The target allocations for the investments are approximately 10% to funds investing in U.S. equities, approximately 10% to funds investing in international equities and approximately 80% 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 and derivative funds with the target asset allocations ranging from approximately 5%0% - 25% for equity funds, 40%30% - 90% for fixed income funds, 0% - 10% for hedge funds, 0% - 5%35% for multi-asset funds, 0% to 5% for alternative investments and 0% - 20%45% for funds holding derivatives. The derivatives held by the funds are primarily interest rate swaps intended to match the movements in the plan liabilities as well as equity futures in a synthetic equity fund which provide targeted exposure to equity markets without the fund holding individual equity positions.liabilities. Each plan maintains enough liquidity at all times to meet the near-term benefit payments.
The fair values of the company’s plan assets at December 31, 2020 and 2019, by asset category are as follows:
 December 31,Quoted Prices
in Active
Markets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Not Subject to Leveling (a)
(In millions)2020(Level 1)(Level 2)(Level 3)
Domestic Pension Plan Assets
U.S. equity funds$125 $— $— $— $125 
International equity funds126 — — — 126 
Fixed income funds1,001 — — — 1,001 
Money market funds15 — — — 15 
Total Domestic Pension Plans$1,267 $— $— $— $1,267 
Non-U.S. Pension Plan Assets
Equity funds$74 $— $— $— $74 
Fixed income funds510 — — — 510 
Hedge funds59 — — — 59 
Multi-asset funds45 — — — 45 
Derivative funds149 — — — 149 
Alternative investments— — — 
Insurance contracts262 — 262 — — 
Cash / money market funds55 — — 48 
Total Non-U.S. Pension Plans$1,160 $$262 $— $891 
(a) Investments measured at the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

F-30F-28


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 December 31,Quoted Prices
in Active
Markets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Not Subject to Leveling (a)
(In millions)2019(Level 1)(Level 2)(Level 3)
Domestic Pension Plan Assets
U.S. equity funds$122 $— $— $— $122 
International equity funds116 — — — 116 
Fixed income funds951 — — — 951 
Money market funds12 — — — 12 
Total Domestic Pension Plans$1,201 $— $— $— $1,201 
Non-U.S. Pension Plan Assets
Equity funds$37 $— $— $— $37 
Fixed income funds430 — — — 430 
Hedge funds61 — — — 61 
Multi-asset funds76 — — — 76 
Derivative funds129 — — — 129 
Alternative investments— — — 
Insurance contracts237 — 237 — — 
Cash / money market funds12 — — 
Total Non-U.S. Pension Plans$986 $$237 $— $740 
(a) Investments measured at the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
The fair values of the company’s plan assets at December 31, 2022 and 2021, by asset category are as follows:
 December 31,Quoted
prices in
active
markets
Significant
other
observable
inputs
Significant
unobservable
inputs
Not subject to leveling (a)
(In millions)2022(Level 1)(Level 2)(Level 3)
Domestic pension plan assets
U.S. equity funds$89 $— $— $— $89 
International equity funds91 — — — 91 
Fixed income funds739 — — — 739 
Money market funds18 — — — 18 
Total domestic pension plans$937 $— $— $— $937 
Non-U.S. pension plan assets
Equity funds$$— $— $— $
Fixed income funds299 — — — 299 
Multi-asset funds56 — — — 56 
Derivative funds190 — — — 190 
Insurance contracts306 — 306 — — 
Cash / money market funds— — 
Total non-U.S. pension plans$868 $$306 $— $558 
(a) Investments measured at the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
 December 31,Quoted
prices in
active
markets
Significant
other
observable
inputs
Significant
unobservable
inputs
Not subject to leveling (a)
(In millions)2021(Level 1)(Level 2)(Level 3)
Domestic pension plan assets
U.S. equity funds$124 $— $— $— $124 
International equity funds117 — — — 117 
Fixed income funds966 — — — 966 
Money market funds19 — — — 19 
Total domestic pension plans$1,226 $— $— $— $1,226 
Non-U.S. pension plan assets
Equity funds$17 $— $— $— $17 
Fixed income funds651 — — — 651 
Hedge funds— — — 
Multi-asset funds73 — — — 73 
Derivative funds253 — — — 253 
Alternative investments— — — 
Insurance contracts295 — 295 — — 
Cash / money market funds— — 
Total non-U.S. pension plans$1,302 $$295 $— $1,002 
(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 14). 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.

F-29
Note 8.    Income Taxes
The components of income before provision for income taxes are as follows:
(In millions)202020192018
U.S.$4,757 $2,278 $1,329 
Non-U.S.2,468 1,792 1,933 
Income Before Income Taxes$7,225 $4,070 $3,262 
F-31


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8.    Income Taxes
The components of income before provision for income taxes are as follows:
(In millions)202220212020
U.S.$3,859 $3,340 $4,762 
Non-U.S.3,976 5,501 2,468 
Income before income taxes$7,835 $8,841 $7,230 
The components of the provision for income taxes are as follows:
(In millions)202220212020
Current income tax provision
Federal$813 $446 $521 
Non-U.S.633 1,148 423 
State254 160 175 
1,700 1,754 1,119 
Deferred income tax provision (benefit)
Federal$(611)$(227)$(237)
Non-U.S.(314)(399)(18)
State(72)(19)(14)
 (997)(645)(269)
Provision for income taxes$703 $1,109 $850 
(In millions)202020192018
Current Income Tax Provision
Federal$521 $267 $165 
Non-U.S.423 544 574 
State175 62 59 
 
1,119 873 798 
Deferred Income Tax Provision (Benefit)
Federal$(237)$(222)$(258)
Non-U.S.(18)(252)(187)
State(14)(25)(29)
 (269)(499)(474)
Provision for Income Taxes$850 $374 $324 
The provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate to income before income taxes due to the following:
(In millions)202020192018
Statutory Federal Income Tax Rate21 %21 %21 %
Provision for Income Taxes at Statutory Rate$1,517 $855 $685 
Increases (Decreases) Resulting From:
Foreign rate differential(223)(204)(375)
Income tax credits(335)(213)(211)
Global intangible low-taxed income86 92 29 
Foreign-derived intangible income(156)(111)(47)
Excess tax benefits from stock options and restricted stock units(114)(80)(77)
Provision for (reversal of) tax reserves, net(26)62 (49)
Intra-entity transfers— (79)— 
Foreign exchange loss on inter-company debt refinancing(47)(62)— 
Domestication transaction(263)— — 
Valuation allowance379 (4)260 
Transition tax and other impacts of U.S. tax reform— 117 
Withholding taxes115 38 31 
Basis difference on disposal of business— 73 — 
Tax return reassessments and settlements(196)(6)(26)
State income taxes, net of federal tax147 22 21 
Other, net(34)(17)(34)
Provision for Income Taxes$850 $374 $324 
(In millions)202220212020
Statutory federal income tax rate21 %21 %21 %
Provision for income taxes at statutory rate$1,645 $1,857 $1,518 
Increases (decreases) resulting from:
Foreign rate differential(329)(255)(223)
Income tax credits(202)(315)(335)
Global intangible low-taxed income96 76 86 
Foreign-derived intangible income(149)(119)(156)
Excess tax benefits from stock options and restricted stock units(80)(124)(114)
Provision for (reversal of) tax reserves, net(544)(17)(26)
Intra-entity transfers(18)(284)— 
Domestication transaction— — (263)
Valuation allowances344 36 379 
Withholding taxes84 164 115 
Tax return reassessments and settlements(210)(196)
State income taxes, net of federal tax111 82 147 
Other, net(45)(82)
Provision for income taxes$703 $1,109 $850 
The company has operations and a taxable presence in approximately 5070 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, and foreign taxes that are different than the U.S. federal statutory rate.
During 2022, the company settled an IRS audit relating to the 2017 and 2018 tax years. The company recorded a $208 million net tax benefit primarily from this settlement and related impacts, which resulted in a decrease in the company’s unrecognized tax benefits of $658 million. The company recorded $49 million of charges for expired tax credits and other related components of the settlement. The company recorded a charge of $395 million to establish a valuation allowance against
F-30


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
certain U.S. foreign tax credits which the company believes will more likely than not expire unutilized. The company also recorded $101 million of additional net unrecognized tax benefit liabilities related to other tax audits.
During 2021, the company recorded a $188 million income tax benefit related to the deferred tax implications of an intra-entity transfer of assets. Also in 2021, the company recorded a $96 million income tax benefit related to a capital loss resulting from certain intra-entity transactions.
During 2020, the company settled an IRS audit relating to the 2014, 2015, and 2016 tax years. The company recorded a $25 million net tax benefit primarily from this settlement and related impacts, which resulted in a decrease in the company’s unrecognized tax benefits of $378 million, of which $144 million was reclassified to income taxes payable. The company recorded $53 million of charges for expired tax credits and other related components of the settlement. The company recorded a
F-32


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
charge of $156 million to establish a valuation allowance against certain U.S. foreign tax credits which the company believes will more likely than not expire unutilized.
U.S. Tax Cuts and Jobs Act of 2017
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was enacted. The Tax Act includes significant changes to existing U.S. tax laws that affect the company, including a reduction of the U.S. corporate income tax rate beginning in 2018 and creation of a territorial tax system with a one-time transition tax on deemed repatriated earnings and profits of foreign subsidiaries (transition tax). The company recognized a net charge for certain aspects of the Tax Act in its 2017 financial statements for which the accounting was provisional, but a reasonable estimate could be determined. During 2018, the company completed its accounting for the income tax effects of the Tax Act and recognized net adjustments (detailed below) to the provisional amounts, totaling a net charge of $68 million, as a component of income tax expense.
The transition tax is based on the company's total post-1986 earnings and profits, the tax on which was previously deferred from U.S. income taxes under U.S. law. The company recorded a provisional amount for the transition tax liability for each of the foreign subsidiaries at December 31, 2017. After further analysis of new U.S. Treasury guidance, available tax accounting methods and elections, legislative updates, regulations, earnings and profits computations and foreign taxes, the company finalized the calculations of the transition tax liability during 2018. The increase in the liability for the transition tax in 2018 consisted of an incremental provision of $117 million offset in part by a $49 million reduction of related unrecognized tax benefits established in 2017.
During 2019, the company recorded a net tax provision of $1 million to adjust the impacts of U.S. tax reform based on final regulations issued by the U.S. Treasury in 2019. The income tax provision consists of an incremental charge of $8 million offset by a $7 million reduction of related unrecognized tax benefits.
The Tax Act included a provision for global intangible low-taxed income. The company has adopted a policy to account for this provision as a period cost.
Other Tax Impacts
In 2020, the company recorded a $263 million income tax benefit related to a domestication transaction involving the transfer of certain non-U.S. subsidiaries to the U.S., including interest expense of those subsidiaries. The company also recorded a valuation allowance of $212 million against the amount of interest expense that the company believes will more likely than not go unused. Also in 2020, the company recorded a $47 million income tax benefit, including both U.S. federal and state taxes, related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements.
In 2019, the company recorded a $62 million income tax benefit, including both U.S. federal and state taxes, related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements as well as a tax provision of $191 million related to the gain on the sale of the Anatomical Pathology business. Also in 2019, the company recorded a $79 million benefit related to the deferred tax implications of intra-entity transactions which included a tax benefit to release a valuation allowance against net operating losses previously determined to be unrealizable.
In 2018, the provision for income taxes also included a $71 million charge to establish a valuation allowance against net operating losses that will not be utilized as a result of the 2019 sale of the Anatomical Pathology business (Note 2).
The foreign tax credits discussed below are the result of foreign earnings and profits remitted or deemed remitted to the U.S. during the reporting year and the U.S. treatment of taxes paid in the foreign jurisdictions in the years those profits were originally earned.
In 2020, the company implemented foreign tax credit planning in Sweden which resulted in $96 million of foreign tax credits, with no related incremental U.S. income tax expense.
In 2019, the company implemented foreign tax credit planning in Sweden which resulted in $75 million of foreign tax credits, with no related incremental U.S. income tax expense.
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 2020, 20192022, 2021 and 2018,2020, the company's tax provision was reduced by $114 million, $80 million, $124 million and $77$114 million, respectively, of such benefits.
F-33


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net deferred tax asset (liability) in the accompanying balance sheet consists of the following:
(In millions)20202019
Deferred Tax Asset (Liability)
Depreciation and amortization$(2,962)$(3,084)
Net operating loss and credit carryforwards1,668 1,231 
Reserves and accruals164 144 
Accrued compensation253 261 
Inventory basis difference112 99 
Deferred interest227 18 
Other capitalized costs44 53 
Unrealized losses on hedging instruments242 10 
Other, net80 57 
Deferred tax assets (liabilities), net before valuation allowance(172)(1,211)
Less: Valuation allowance933 408 
Deferred tax assets (liabilities), net$(1,105)$(1,619)
(In millions)20222021
Deferred tax asset (liability)
Depreciation and amortization$(4,277)$(4,687)
Net operating loss and credit carryforwards1,951 1,652 
Reserves and accruals140 162 
Accrued compensation259 318 
Inventory basis difference364 181 
Deferred interest445 295 
Research and development and other capitalized costs220 — 
Unrealized (gains) losses on hedging instruments(199)(33)
Other, net435 251 
Deferred tax liabilities, net before valuation allowance(662)(1,861)
Less: Valuation allowance1,322 968 
Deferred tax liabilities, net$(1,984)$(2,829)
The company estimates the degree to which tax assets and loss 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, 2020,2022, 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.
F-31


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The changes in the valuation allowance are as follows:
 Year Ended December 31,
(In millions)202020192018
Balance at Beginning of Year$408 $471 $256 
Additions (reductions) charged to income tax provision, net514 (27)223 
Additions due to acquisitions— — 17 
Reduction due to a divestiture— (33)— 
Deductions— — (15)
Currency translation and other11 (3)(10)
Balance at End of Year$933 $408 $471 
 Year Ended December 31,
(In millions)202220212020
Beginning balance$968 $933 $408 
Additions (reductions) charged to income tax provision, net344 24 514 
Additions due to acquisitions14 30 — 
Currency translation and other(4)(19)11 
Ending balance$1,322 $968 $933 
At December 31, 2020,2022, the company had net federal, state and non-U.S. net operating loss carryforwards of $383$68 million, $1.69 billion$97 million and $5.75$1.16 billion, respectively. Use of the carryforwards is limited based on the future income of certain subsidiaries. TheOf the federal net operating loss carryforwards, $33 million expire in the years 2023 through 2037, and the remainder do not expire. The state net operating loss carryforwards expire in the years 20212023 through 2040.2042. Of the net non-U.S. net operating loss carryforwards, $1.62 billion$422 million expire in the years 2025 through 2040,2042, and the remainder do not expire.
At December 31, 2020,2022, the company had foreign tax credit carryforwards of $645$551 million and deferred interest carryforwards of $915$445 million. The foreign tax credit carryforwards will expire in the years 20222025 through 20302032 while deferred interest carryforwards do not expire.
As a result of the Tax Act, U.S. federal taxes have been recorded on $18approximately $29 billion of undistributed foreign earnings as of December 31, 2020.2022. A provision has not been made for certain U.S. state income taxes or additional non-U.S. taxes that would be due when cash is repatriated to the U.S. as the company’s undistributed foreign earnings are intended to be reinvested outside of the U.S. indefinitely. The determination of the amount of the unrecognized deferred tax liability related to the undistributed foreign earnings is not practicable due to the uncertainty in the manner in which these earnings will be distributed. The company’s intent is to only make distributions from non-U.S. subsidiaries in the future when they can be made at no net tax cost.
F-34


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unrecognized Tax Benefits
As of December 31, 2020,2022, the company had $1.09$0.57 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
(In millions)202020192018
Balance at Beginning of Year$1,552 $1,442 $1,409 
Reductions due to acquisitions— — (5)
Additions for tax positions of current year53 48 
Additions for tax positions of prior years— 69 82 
Reductions for tax positions of prior years(296)(7)— 
Closure of tax years— — (5)
Settlements(173)(5)(87)
Balance at End of Year$1,091 $1,552 $1,442 
(In millions)202220212020
Beginning balance$1,124 $1,091 $1,552 
Additions due to acquisitions15 26 — 
Additions for tax positions of current year104 32 
Additions for tax positions of prior years24 60 — 
Reductions for tax positions of prior years(659)(5)(296)
Closure of tax years(4)(27)— 
Settlements(32)(53)(173)
Ending balance$572 $1,124 $1,091 
Substantially all of the unrecognized tax benefits are classified as long-term liabilities. The company does not expect its unrecognized tax benefits to change significantly over the next twelve months.
During 2022, the company’s unrecognized tax benefits increased by $143 million as a result of uncertain tax positions relating to foreign tax positions and decreased $610 million relating to U.S. federal and state tax positions which included $658 million from the settlement of the IRS audit of the 2017 and 2018 tax years. The company also assumed $15 million of uncertain tax benefits as part of the acquisition of PPD.
During 2021, the company’s unrecognized tax benefits increased by $80 million as a result of uncertain tax positions relating to foreign tax positions and decreased $75 million relating to U.S. federal and state tax positions. The company also assumed $26 million of uncertain tax benefits as part of the acquisition of PPD.
During 2020, the company’s unrecognized tax benefits decreased $51 million as a result of uncertain tax positions relating to foreign tax positions and $410 million relating to U.S. federal and state tax positions which included $378 million from the settlement of the IRS audit of the 2014, 2015 and 2016 tax years.
During 2019, the company’s unrecognized tax benefits increased $70 million as a result of uncertain tax positions relating to foreign tax positions and $45 million relating to U.S. federal and state tax positions.
F-32


During 2018, the company's unrecognized tax benefits increased $85 million as a result of uncertain tax positions relating to foreign tax positions and $45 million relating to U.S. federal and state tax positions.THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The company classified interest and penalties related to unrecognized tax benefits as income tax expense. The total amount of interest and penalties related to uncertain tax positions and recognized in the balance sheet as of December 31, 20202022 and 20192021 was $78$74 million and $67$59 million, respectively.
The company conducts business globally and, as a result, Thermo Fisher or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, China, Denmark, Finland, France, Germany, Japan, Singapore, Sweden, the United Kingdom and the United States. With few exceptions, the company is no longer subject to U.S. state and local or non-U.S. income tax examinations for years before 2012 and no longer subject to U.S. federal income tax examinations for years before 2017.

2019.
Note 9.    Earnings per Share
(In millions except per share amounts)202020192018
Net Income$6,375 $3,696 $2,938 
Basic Weighted Average Shares396 400 402 
Plus Effect of: Stock options and restricted units
Diluted Weighted Average Shares399 403 406 
Basic Earnings per Share$16.09 $9.24 $7.31 
Diluted Earnings per Share$15.96 $9.17 $7.24 
Antidilutive Stock Options Excluded from Diluted Weighted Average Shares
F-35


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions except per share amounts)202220212020
Net income attributable to Thermo Fisher Scientific Inc.$6,950 $7,725 $6,375 
Basic weighted average shares392 394 396 
Plus effect of: stock options and restricted stock units
Diluted weighted average shares394 397 399 
Basic earnings per share$17.75 $19.62 $16.09 
Diluted earnings per share$17.63 $19.46 $15.96 
Antidilutive stock options excluded from diluted weighted average shares
Note 10.    Debt and Other Financing Arrangements
Effective Interest Rate at December 31,December 31,December 31,
(Dollars in millions)202020202019
Floating Rate 2-Year Senior Notes, Due 8/7/2020 (euro-denominated)$— 673 
2.15% 7-Year Senior Notes, Due 7/21/2022 (euro-denominated)2.28 %611 561 
3.00% 7-Year Senior Notes, Due 4/15/20231.84 %1,000 1,000 
4.15% 10-Year Senior Notes, Due 2/1/20244.16 %1,000 1,000 
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated)0.95 %1,222 1,121 
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)0.42 %977 897 
4.133% 5-Year Senior Notes, Due 3/25/20254.32 %1,100 — 
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)2.10 %782 717 
3.65% 10-Year Senior Notes, Due 12/15/20253.77 %350 350 
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)1.53 %855 785 
2.95% 10-Year Senior Notes, Due 9/19/20263.19 %1,200 1,200 
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)1.67 %611 561 
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)1.98 %733 — 
3.20% 10-Year Senior Notes, Due 8/15/20273.39 %750 750 
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)0.78 %977 897 
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)1.46 %733 673 
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)2.08 %855 785 
2.60% 10-Year Senior Notes, Due 10/1/20292.74 %900 900 
4.497% 10-Year Senior Notes, Due 3/25/20305.31 %1,100 — 
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)1.14 %1,099 1,009 
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)2.56 %733 — 
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)2.94 %855 785 
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)1.73 %1,099 1,009 
5.30% 30-Year Senior Notes, Due 2/1/20445.37 %400 400 
4.10% 30-Year Senior Notes, Due 8/15/20474.23 %750 750 
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)1.99 %1,222 1,121 
Other12 16 
Total Borrowings at Par Value21,926 17,960 
Fair Value Hedge Accounting Adjustments25 (13)
Unamortized Discount(102)(94)
Unamortized Debt Issuance Costs(114)(101)
Total Borrowings at Carrying Value21,735 17,752 
Less: Short-term Obligations and Current Maturities2,628 676 
Long-term Obligations$19,107 $17,076 
Effective interest rate at December 31,December 31,December 31,
(Dollars in millions)202220222021
Commercial Paper2.60 %$310 $2,522 
Floating Rate (SOFR + 0.35%) 1.5-Year Senior Notes, Due 4/18/20231,000 1,000 
Floating Rate (SOFR + 0.39%) 2-Year Senior Notes, Due 10/18/2023500 500 
0.797% 2-Year Senior Notes, Due 10/18/20231.03 %1,350 1,350 
Floating Rate (EURIBOR + 0.20%) 2-Year Senior Notes Due 11/18/2023 (euro-denominated)1.85 %1,819 1,933 
0.000% 2-Year Senior Notes Due 11/18/2023 (euro-denominated)0.06 %589 625 
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated)0.93 %1,071 1,137 
Floating Rate (SOFR + 0.53%) 3-Year Senior Notes, Due 10/18/2024500 500 
1.215% 3-Year Senior Notes, Due 10/18/20241.42 %2,500 2,500 
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)0.40 %857 910 
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)2.09 %686 728 
0.853% 3-Year Senior Notes, Due 10/20/2025 (yen-denominated)1.05 %170 — 
0.000% 4-Year Senior Notes Due 11/18/2025 (euro-denominated)0.15 %589 625 
3.65% 10-Year Senior Notes, Due 12/15/2025— 350 
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)3.38 %535 — 
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)1.52 %749 796 
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)1.65 %535 568 
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)1.96 %642 682 
1.054% 5-Year Senior Notes, Due 10/20/2027 (yen-denominated)1.18 %221 — 
4.80% 5-Year Senior Notes, Due 11/21/20275.00 %600 — 
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)0.77 %857 910 
F-33


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective interest rate at December 31,December 31,December 31,
(Dollars in millions)202220222021
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)1.46 %642 682 
1.750% 7-Year Senior Notes, Due 10/15/20281.89 %700 700 
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)2.07 %749 796 
2.60% 10-Year Senior Notes, Due 10/1/20292.74 %900 900 
1.279% 7-Year Senior Notes, Due 10/19/2029 (yen-denominated)1.44 %36 — 
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)0.88 %1,873 1,990 
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)1.13 %963 1,023 
2.00% 10-Year Senior Notes, Due 10/15/20312.23 %1,200 1,200 
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)2.54 %642 682 
1.49% 10-Year Senior Notes, Due 10/20/2032 (yen-denominated)1.60 %48 — 
4.95% 10-Year Senior Notes, Due 11/21/20325.09 %600 — 
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)1.20 %1,606 1,706 
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)3.76 %803 — 
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)2.94 %749 796 
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)1.73 %963 1,023 
2.80% 20-Year Senior Notes, Due 10/15/20412.90 %1,200 1,200 
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)1.77 %1,339 1,421 
2.069% 20-Year Senior Notes, Due 10/20/2042 (yen-denominated)2.13 %111 — 
5.30% 30-Year Senior Notes, Due 2/1/20445.37 %400 400 
4.10% 30-Year Senior Notes, Due 8/15/20474.23 %750 750 
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)1.98 %1,071 1,137 
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)2.06 %803 853 
2.382% 30-Year Senior Notes, Due 10/18/2052 (yen-denominated)2.43 %254 — 
Other79 76 
Total borrowings at par value34,561 34,971 
Unamortized discount(112)(117)
Unamortized debt issuance costs(171)(184)
Total borrowings at carrying value34,278 34,670 
Finance lease liabilities210 200 
Less: Short-term obligations and current maturities5,579 2,537 
Long-term obligations$28,909 $32,333 
SOFR - Secured Overnight Financing Rate
EURIBOR - Euro Interbank Offered Rate
The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discount or amortization of any premium,discounts/premiums and the amortization of any debt issuance costs and, if applicable, adjustments related to hedging.costs.
See Note 14 for fair value information pertaining to the company’s long-term obligations.borrowings.
F-36F-34


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2020,2022, the annual repayment requirements for debt obligations are as follows:
(In millions)
 
2021 $2,613 
2022 
2023 
2024 1,223 
2025 3,211 
2026 and Thereafter14,875 
$21,926 
(In millions)BorrowingsFinance Lease Liabilities
2023 $5,583 $11 
2024 4,071 16 
2025 2,298 12 
2026 1,285 11 
2027 1,999 10 
2028 and thereafter19,325 150 
$34,561 $210 
In addition to available borrowings under the company’s revolving credit agreements, discussed below, the company had unused lines of credit of $108$72 million as of December 31, 2020.2022. These unused lines of credit generally provide for short-term unsecured borrowings at various interest rates.
Credit Facilities
The company has a revolving credit facility (the Facility) with a bank group that provides for up to $3.00$5.00 billion of unsecured multi-currency revolving credit. The Facility expires on December 4, 2025.January 7, 2027. The revolving credit agreement calls for interest at either a LIBOR-based rate (or LIBOR successor rate),Term SOFR, a EURIBOR-based rate (for funds drawn in euro) or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5:1.0 as of the last day of any fiscal quarter. As of December 31, 2020, 02022, no borrowings were outstanding under the Facility, although available capacity was reduced by approximately $31 million as a result ofimmaterial 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 397 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 183 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. As of December 31, 2020,2022, there were no$0.31 billion of outstanding borrowings under these programs.
Senior Notes
Interest is payable quarterly on the floating rate senior notes, annually on the euro-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the fixed rate senior notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. Except for the euro-denominated floating rate senior notes, which may not be redeemed early, the floating rate senior notes may be redeemed in whole or in part on or after their applicable call dates at a redemption price of 100% of the principal amount plus accrued interest. The company is subject to certain affirmative and negative covenants under the indentures governing the senior notes, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements. The company was in compliance with all covenants at December 31, 2020.2022.
In 2019,2022 the company refinancedcompleted the full allocation of an amount equal to the net proceeds from the 0.000% 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 3.650% Senior Notes due 2025. In connection with the redemption, the company incurred $26 million of losses on the early extinguishment of debt by issuing new senior notes and usingincluded in other income/(expense) on the proceeds to redeemaccompanying statement of income.
In 2021, the company redeemed some of its existing senior notes. In connection with these redemptions, the company incurred $184$767 million of losses on the early extinguishment of debt included in Other Expense, Netother income/(expense) on the accompanying statement of income. Upon redemption of the senior notes, the company terminated the related fixed to floating rate interest rate swap arrangements and paid $17 million, included in other financing activities, net, in the accompanying statement of cash flows. The company also terminated related cross-currency interest rate swap arrangements and received $44 million, included in other investing activities, net, in the accompanying statement of cash flows.
F-37F-35


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Interestswap arrangements and received $22 million, included in other financing activities, net, in the accompanying statement of cash flows.
Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the Floating Rate Swap Arrangements
Senior Notes due 2023, the 0.00% Senior Notes due 2023, the 0.00% Senior Notes due 2025, the 0.80% Senior Notes due 2030, the 1.125% Senior Notes due 2033, the 1.625% Senior Notes due 2041, and the 2.00% Senior Notes due 2051 included in the table above (collectively, the “Euronotes”) in registered public offerings. The company has entered into LIBOR-based interest rate swap arrangements with various banks. The aggregate amountsfully 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 swaps are equal to the principal amountcompany will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the notes and the payment dates of the swaps coincideExchange Act, with the interest payment dates of the note. The swap contracts provide for the company to pay a variable interest rate and receive a fixed rate. The variable interest rates reset monthly. The swaps have been accounted for as fair value hedges of the notes. See Note 14 for additional information on the interest rate swap arrangements and related cross-currency interest rate swap arrangements. The following table summarizes the outstanding interest rate swap arrangements on the company's senior notes at December 31, 2020:
Aggregate Notional AmountPay Rate as of
(Dollars in millions)Pay RateDecember 31,
2020
Receive Rate
3.00% Senior Notes due 2023 (a)$1,000 1-month LIBOR + 1.7640%1.9226 %3.00 %
(a) The payments on $900 million notional value of these interest rate swaps are offset in part by cross-currency interest rate swaps which effectively reduced the pay rate as of December 31, 2020 from 1.92% to a weighted average of 1.05%.
The company has entered into $900 million notional value of cross-currency interest rate swaps, which effectively convert a portion of the semi-annual paymentsno assets or operations other than those related to the variable rate, U.S. dollar denominated, LIBOR-based interest rate swaps to payments on variable rate, euro denominated, EURIBOR-based cross-currency interest rate swaps.
Debt Redemptions
In December 2020, the company gave notice of its intention to redeem the following senior notes in January 2021:
Principal Value
(In millions)Redeemed
2.15% 7-Year Senior Notes, Due 7/21/2022 (euro-denominated)500 
3.00% 7-Year Senior Notes, Due 4/15/2023$1,000 
4.15% 10-Year Senior Notes, Due 2/1/2024$1,000 
The redemptions were completed on January 15, 2021. In connection with the redemptions, the company received $22 million upon the terminationissuance, administration and repayment of the fixedEuronotes and other debt securities issued by Thermo Fisher International from time to floating rate swap arrangements ontime. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the redeemed senior notes.
The company incurred approximately $197 millionfinancial statements of losses on the early extinguishment of debt in January 2021 due to these redemptions.

company.
Note 11.    Leases
As a lessee, the company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers, and other equipment. These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally for 1 to 10 years) or have options to terminate the arrangement within 1 year. The company’s finance leases are not material.
The company has guaranteed the residual value of three leased operating facilities with lease terms ending in 2023, 2024 and 2025. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 10). The aggregate maximum guarantee under these three lease arrangements is $147 million. Operating lease ROU assets and lease liabilities for these lease arrangements are recorded on the consolidated balance sheet as of December 31, 2020,2022, but exclude any amounts for residual value guarantees.
F-38


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As a lessee, the consolidated financial statements include the following:
(In millions)20202019
Balance Sheet
ROU assets$775 $699 
Operating lease liabilities - current184 167 
Operating lease liabilities - noncurrent626 571 
Statement of Income
Operating lease costs$224 $208 
Variable lease costs49 41 
Statement of Cash Flows
Cash used in operating activities for payments of amounts included in the measurement of operating lease liabilities$222 $208 
Operating lease ROU assets obtained in exchange for new operating lease liabilities202 205 
Weighted Average at End of Year
Remaining operating lease term6.3 years6.2 years
Discount rate3.4 %4.0 %
following relating to operating leases:
(Dollars in millions)202220212020
Statement of income
Operating lease costs$351 $254 $224 
Variable lease costs109 66 49 
Statement of cash flows
Cash used in operating activities for payments of amounts included in the measurement of operating lease liabilities$289 $288 $222 
Operating lease ROU assets obtained in exchange for new operating lease liabilities430 293 202 
Balance sheet
ROU assets$1,593 $1,531 
Operating lease liabilities - current272 266 
Operating lease liabilities - noncurrent1,313 1,203 
Weighted average at end of year
Remaining operating lease term9.4 years9.9 years
Discount rate3.2 %2.6 %
ROU assets are classified in other assets in the consolidated balance sheet. Operating lease liabilities are classified in other accrued expenses and other long-term liabilities, respectively, in the consolidated balance sheet.
Lease costs arising from finance leases, short-term leases, and sublease income are not material. See Note 10 for additional information relating to finance leases.
F-36


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2020,2022, future payments of operating lease liabilities are as follows:
(In millions)
2021 $210 
2022 180 
2023 141 
2024 96 
2025 66 
2026 and Thereafter212 
Total Lease Payments905 
Less: Imputed Interest95 
Total Operating Lease Liability$810 
(In millions)
2023 $321 
2024 293 
2025 220 
2026 172 
2027 136 
2028 and thereafter730 
Total lease payments1,872 
Less: imputed interest287 
Total operating lease liability$1,585 
As a lessor, operating leases, sales-type leases and direct financing leases are not material.
Under previous lease accounting guidance, net income includes expense from operating leases of $211 million in 2018.

F-39


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12.    Commitments and Contingencies
Purchase Obligations
The company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty. The aggregate amount of the company’s unconditional purchase obligations totaled $1.80$2.40 billion at December 31, 20202022 and the majority of these obligations are expected to be settled during 2021.2023.
The Analytical Instruments segment recorded a charge to cost of product revenues for $108 million in 2020 related to an existing supply contract for components of electron microscopy instruments. The agreement requires the company to make future minimum purchases through 2025. The company has developed and launched an alternative product beginning in 2020 and based on the expected demand for the internally developed product vs. the third-party product, the company does not expect to use all of the product it will be required to buy, resulting in a loss on the purchase commitment.
Letters of Credit, Guarantees and Other Commitments
Outstanding letters of credit and bank guarantees totaled $350$297 million at December 31, 2020.2022. Substantially all of these letters of credit and guarantees expire before 2026.2040.
Outstanding surety bonds and other guarantees totaled $81$84 million at December 31, 2020.2022. The expiration of these bonds and guarantees ranges through 2022.2024.
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 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, 20202022 was $42$28 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
F-37


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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
F-40


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. The company records accruals for environmental remediation liabilities, based on current interpretations of environmental laws and regulations, when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The company calculates estimates based upon several factors, including input from environmental specialists and management’s knowledge of and experience with these environmental matters. The company includes in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. At December 31, 2020,2022, the company’s total environmental liability was approximately $71 $75 million. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations orand cash flows.
Litigation and Related Contingencies
The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. The company determines the probability and range of possible loss based on the current status of each of these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The company establishes a liability that is an estimate of amounts expected to be paid in the future for events that have already occurred. The company accrues the most likely amount or at least the minimum of the range of probable loss when a range of probable loss can be estimated. The accrued liabilities are based on management’s judgment as to the probability of losses for asserted and unasserted claims and, where applicable, actuarially determined estimates. Accrual estimates are adjusted as additional information becomes known or payments are made. The amount of ultimate loss may differ from these estimates. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed below, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more of the matters described below could have a material adverse effect on the company’s results of operations, financial position and cash flows.
Product Liability, Workers Compensation and Other Personal Injury Matters
The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. The range of probable loss for product liability, workers compensation and other personal injury matters of the company’s continuing operations at December 31, 2020,2022, was
F-38


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
approximately $209$223 million to $354$384 million on an undiscounted basis. The portion of these liabilities assumed in the 2006 merger with Fisher was recorded at its fair (present) value at the date of merger. The company’s accrual for all such matters in total, including the discounted liabilities, was $202$229 million at December 31, 20202022 (or $214$232 million undiscounted). The accrual includes estimated defense costs and is gross of estimated amounts due from insurers of $94$95 million at December 31, 20202022 (or $103$98 million undiscounted) that are included in other assets in the accompanying balance sheet. The portion of these insurance assets assumed in the merger with Fisher was also recorded at its fair value at the date of merger. In addition to the above accrual, as of December 31, 2020,2022, the company had a product liability accrual of $10$17 million (undiscounted) relating to divested businesses.
Although the company believes that the amounts accrued and estimated recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, materially.which could have a material adverse effect on the company’s results of operations, financial position, and cash flows. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

F-41


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.    Comprehensive Income and Shareholder'sShareholders' Equity
Comprehensive Income (Loss)
Comprehensive income combines net income and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of shareholders’ equity in the accompanying balance sheet.
Changes in each component of accumulated other comprehensive items, net of tax are as follows:
(In millions)Currency
Translation
Adjustment
Unrealized
Losses on
Hedging
Instruments
Pension and
Other
Postretirement
Benefit
Liability
Adjustment
Total
Balance at December 31, 2019$(2,320)$(71)$(288)$(2,679)
Other comprehensive items before reclassifications(118)(65)(8)(191)
Amounts reclassified from accumulated other comprehensive items— 45 18 63 
Net other comprehensive items(118)(20)10 (128)
Balance at December 31, 2020$(2,438)$(91)$(278)$(2,807)
(In millions)Currency
translation
adjustment
Unrealized
losses on
hedging
instruments
Pension and
other
postretirement
benefit
liability
adjustment
Total
Balance at December 31, 2021$(2,065)$(35)$(229)$(2,329)
Other comprehensive items before reclassifications(822)— 38 (784)
Amounts reclassified from accumulated other comprehensive items14 
Net other comprehensive items(815)43 (770)
Balance at December 31, 2022$(2,880)$(33)$(186)$(3,099)
Shareholders’ Equity
At December 31, 2020,2022, the company had reserved 22 million unissued shares of its common stock for possible issuance under stock-based compensation plans.

Early in the first quarter of 2023, the company repurchased $3.00 billion of the company's common stock (5.2 million shares).
Note 14.    Fair Value Measurements and Fair Value of Financial Instruments
Fair Value Measurements
The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2020.2022. The company’s financial assets and liabilities carried at fair value are primarily comprised of investments in publicly traded securities, insurance contracts, investments in derivative contracts, mutual funds holding publicly traded securities and other investments in unit trusts held as assets to satisfy outstanding deferred compensation and retirement liabilities; and acquisition-related contingent consideration.
Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves.
Level 3: Inputs are unobservable data points that are not corroborated by market data.
F-39


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019:basis:
December 31,Quoted
prices in
active
markets
Significant
other
observable
inputs
Significant
unobservable
inputs
(In millions)2022(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$5,804 $5,804 $— $— 
Investments25 25 — — 
Warrants12 — 12 — 
Insurance contracts162 — 162 — 
Derivative contracts79 — 79 — 
Total assets$6,082 $5,829 $253 $— 
Liabilities
Derivative contracts
$101 $— $101 $— 
Contingent consideration174 — — 174 
Total liabilities$275 $— $101 $174 
F-42


December 31,Quoted
prices in
active
markets
Significant
other
observable
inputs
Significant
unobservable
inputs
(In millions)2021(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$2,210 $2,210 $— $— 
Investments298 298 — — 
Warrants15 — 15 — 
Insurance contracts181 — 181 — 
Derivative contracts36 — 36 — 
Total assets$2,740 $2,508 $232 $— 
Liabilities
Derivative contracts$$— $$— 
Contingent consideration317 — — 317 
Total liabilities$318 $— $$317 
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31,Quoted
Prices in
Active
Markets
Significant
Other
Observable
 Inputs
Significant
Unobservable
Inputs
(In millions)2020(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$8,971 $8,971 $— $— 
Investments in common stock, mutual funds and other similar instruments21 21 — — 
Warrants— — 
Insurance contracts157 — 157 — 
Derivative contracts28 — 28 — 
Total Assets$9,184 $8,992 $192 $— 
Liabilities
Derivative contracts$132 $— $132 $— 
Contingent consideration70 — — 70 
Total Liabilities$202 $— $132 $70 

December 31,Quoted
Prices in
 Active
Markets
Significant
Other
Observable
 Inputs
Significant
 Unobservable
 Inputs
(In millions)2019(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$1,280 $1,280 $— $— 
Investments in common stock, mutual funds and other similar instruments19 19 — — 
Warrants— — 
Insurance contracts131 — 131 — 
Derivative contracts37 — 37 — 
Total Assets$1,473 $1,299 $174 $— 
Liabilities
Derivative contracts$24 $— $24 $— 
Contingent consideration55 — — 55 
Total Liabilities$79 $— $24 $55 
The company uses the Black-Scholes model to value its warrants. The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer. The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates. The company determinesinitially measures the fair value of acquisition-related contingent consideration based on the probability-weightedamounts expected to be transferred (probability-weighted) discounted cash flows associated with such future payments.to present value. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense. expense.
The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration.
F-43F-40


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)(In millions)20202019(In millions)20222021
Contingent Consideration
Balance at Beginning of Year$55 $37 
Contingent considerationContingent consideration
Beginning balanceBeginning balance$317 $70 
Acquisitions (including assumed balances)Acquisitions (including assumed balances)28 24 Acquisitions (including assumed balances)(18)403 
PaymentsPayments(4)(3)Payments(66)(109)
Changes in fair value included in earningsChanges in fair value included in earnings(9)(3)
Changes in fair value included in earnings
(59)(47)
Balance at End of Year$70 $55 
Ending balanceEnding balance$174 $317 
Derivative Contracts
The following table provides the aggregate notional value of outstanding derivative contracts.
December 31,December 31,
(In millions)20222021
Notional amount
Cross-currency interest rate swaps - designated as net investment hedges$2,100 $900 
Currency exchange contracts2,434 2,149 
December 31,December 31,
(In millions)20202019
Notional Amount
Interest rate swaps - fair value hedges (described in Note 10)$1,000 $1,000 
Cross-currency interest rate swaps - designated as net investment hedges900 900 
Currency exchange contracts5,206 2,846 
While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the consolidated balance sheet. The following tables present the fair value of derivative instruments in the consolidatedaccompanying balance sheet and statement of income.
 Fair Value – AssetsFair Value – Liabilities
 December 31,December 31,December 31,December 31,
(In millions)2020201920202019
Derivatives Designated as Hedging Instruments
Interest rate swaps (a)$25 $— $— $13 
Cross-currency interest rate swaps (a)— 33 46 — 
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts (b)86 11 
Total Derivatives$28 $37 $132 $24 
 Fair value – assetsFair value – liabilities
 December 31,December 31,December 31,December 31,
(In millions)2022202120222021
Derivatives designated as hedging instruments
Cross-currency interest rate swaps (a)$77 $25 $85 $— 
Derivatives not designated as hedging instruments
Currency exchange contracts (b)11 16 
Total derivatives$79 $36 $101 $
(a)The fair valuesvalue of the interest rate swaps and cross-currency interest rate swaps areis included in the consolidatedaccompanying balance sheet under the caption other assets or other long-term liabilities.
(b)The fair value of the currency exchange contracts is included in the consolidatedaccompanying balance sheet under the captions other current assets or other accrued expenses.
The following amounts related to cumulative basis adjustments for fair value hedges were included in the consolidated balance sheet under the caption long-term obligations:
Carrying Amount of the Hedged LiabilityCumulative Amount of Fair Value Hedging Adjustment - Increase (Decrease) Included in Carrying Amount of Liability
December 31,December 31,December 31,December 31,
(In millions)2020201920202019
Long-term Obligations$1,020 $980 $25 $(13)

 Gain (loss) recognized
(In millions)20222021
Fair value hedging relationships
Cross-currency interest rate swaps
Hedged long-term obligations - included in other income/(expense)$77 $— 
Derivatives designated as hedging instruments - included in other income/(expense)(81)— 
Interest rate swaps
Hedged long-term obligations - included in other income/(expense)— 25 
Derivatives designated as hedging instruments - included in other income/(expense)— (3)
Derivatives designated as cash flow hedges
Interest rate swaps
Amount reclassified from accumulated other comprehensive items to other income/(expense)(3)(73)
F-44F-41


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Gain (Loss) Recognized
(In millions)20202019
Fair Value Hedging Relationships
Interest rate swaps
Hedged long-term obligations - included in other expense, net$(38)$(93)
Derivatives designated as hedging instruments - included in other expense, net38 97 
Derivatives Designated as Cash Flow Hedges
Interest rate swaps
Included in unrealized losses on hedging instruments within other comprehensive items(85)(50)
Amount reclassified from accumulated other comprehensive items to other expense, net(59)(25)
Financial Instruments Designated as Net Investment Hedges
Foreign currency-denominated debt
Included in currency translation adjustment within other comprehensive items(873)60 
Cross-currency interest rate swaps
Included in currency translation adjustment within other comprehensive items(79)49 
Included in other expense, net11 48 
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts
Included in cost of product revenues(17)
Included in other expense, net(81)52 
Cross-currency interest rate swaps
Included in other expense, net(9)— 
 Gain (loss) recognized
(In millions)20222021
Financial instruments designated as net investment hedges
Foreign currency-denominated debt and other payables
Included in currency translation adjustment within other comprehensive items695 922 
Cross-currency interest rate swaps
Included in currency translation adjustment within other comprehensive items52 71 
Included in other income/(expense)19 
Derivatives not designated as hedging instruments
Currency exchange contracts
Included in cost of product revenues12 
Included in other income/(expense)102 162 
Gains and losses recognized on currency exchange contracts and the interest rate swaps designated as fair value hedges are included in the consolidatedaccompanying statement of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.
The company uses foreign currency-denominated debt, certain foreign-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates. The majorityA portion of the company’s euro-denominated senior notes, and certain offoreign-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-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.
In early 2020, the company entered into cross currency swaps in anticipation of using U.S. dollars to partially finance the euro purchase price of a then pending acquisition. The swaps were terminated later in the year in connection with the termination of the acquisition agreement. Gains and losses associated with these swaps were recorded in other expense, net. The company had a cash outflow of $9 million associated with the termination of the swaps, included in other investing activities, net, in the accompany statement of cash flows.
See Note 1 and Note 10 for additional information on the company'scompany’s risk management objectives and strategies.
Cash Flow Hedge Arrangements
In 2020 and 2019, the company entered into interest rate swap arrangements to mitigate the risk of interest rates rising prior to completion of debt offerings. Based on the company's conclusion that the debt offerings were probable, the swaps hedged the cash flow risk for each of the interest payments on the planned fixed-rate debt issues. The aggregate fair value of the terminated hedges, net of tax, has been classified as a reduction to accumulated other comprehensive items and will be amortized to interest expense over the term of the related debt issuances. The company had cash outlays aggregating $85 million and $50 million in 2020 and 2019, respectively, associated with termination of the arrangements, included in other financing activities, net, in the accompanying statement of cash flows.
In late 2020, the company determined that the previously anticipated debt offerings were probable of not occurring and reclassified $42 million from accumulated other comprehensive items to other expense, net.
F-45


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
income/(expense). During 2021, in connection with the extinguishment of debt (Note 10), the company reclassified $65 million from accumulated other comprehensive items to other income/(expense).
Fair Value of Other Financial Instruments
The carrying value and fair value of the company’s debt obligationsinstruments are as follows:
December 31, 2020December 31, 2019
CarryingFairCarryingFair
(In millions)ValueValueValueValue
Debt Obligations:
Senior notes$21,723 $24,653 $17,736 $18,650 
Other12 12 16 16 
$21,735 $24,665 $17,752 $18,666 
December 31, 2022December 31, 2021
CarryingFairCarryingFair
(In millions)valuevaluevaluevalue
Senior notes$33,889 $29,901 $32,072 $33,449 
Commercial paper310 310 2,522 2,522 
Other79 79 76 76 
$34,278 $30,290 $34,670 $36,047 
The fair value of debt obligationsinstruments 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.
F-42


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15.    Supplemental Cash Flow Information
(In millions)(In millions)202020192018(In millions)202220212020
Cash paid for:Cash paid for:
InterestInterest$667 $555 $471 
Income taxesIncome taxes1,234 2,182 1,324 
Cash Paid For:
Interest$471 $790 $687 
Income Taxes1,324 896 591 
Non-cash Investing and Financing Activities
Non-cash investing and financing activitiesNon-cash investing and financing activities
Acquired but unpaid property, plant and equipmentAcquired but unpaid property, plant and equipment347 150 95 Acquired but unpaid property, plant and equipment393 379 347 
Fair value of equity awards exchangedFair value of equity awards exchanged— 43 — 
Fair value of acquisition contingent considerationFair value of acquisition contingent consideration— 183 — 
Finance lease ROU assets obtained in exchange for new finance lease liabilitiesFinance lease ROU assets obtained in exchange for new finance lease liabilities33 15 
Declared but unpaid dividendsDeclared but unpaid dividends89 77 69 Declared but unpaid dividends119 104 89 
Issuance of stock upon vesting of restricted stock unitsIssuance of stock upon vesting of restricted stock units217 182 170 Issuance of stock upon vesting of restricted stock units241 265 217 
Cash, cash equivalents and restricted cash is included in the consolidated balance sheet as follows:
 December 31,December 31,
(In millions)20202019
Cash and Cash Equivalents$10,325 $2,399 
Restricted Cash Included in Other Current Assets10 21 
Restricted Cash Included in Other Assets
Cash, Cash Equivalents and Restricted Cash$10,336 $2,422 
 December 31,December 31,
(In millions)20222021
Cash and cash equivalents$8,524 $4,477 
Restricted cash included in other current assets12 13 
Restricted cash included in other assets
Cash, cash equivalents and restricted cash$8,537 $4,491 
Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees and incoming cash in China awaiting government administrative clearance.

F-46


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 16.    Restructuring and Other Costs (Income), Net
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 2% of the company’s workforce.
Restructuring and other costs in 2021 primarily included charges for impairments of an acquired technology asset and a tradename asset, and, to a lesser extent, compensation due to employees at acquired businesses on the date of acquisition. In 2021, severance actions associated with facility consolidations and cost reduction measures affected less than 1% of the company’s workforce.
Restructuring and other costs in 2020 primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, including the closure and consolidation of operations within several facilities in the U.S. and Europe, and charges for the write-off of acquired technology. Restructuring and other costs in 2020 also included transaction/integration costs (including reimbursement thereof) related to recent/terminated acquisitions. In 2020, severance actions associated with facility consolidations and cost reduction measures affected approximately 1% of the company’s workforce.
Restructuring and other costs (income), net, in 2019 primarily included the gain on the sale of the company’s Anatomical Pathology business, and, to a lesser extent, transaction/integration costs related to acquisitions and a divestiture; sales of inventory revalued at the date of acquisition; and continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, including the closure and consolidation of operations within several facilities in the U.S. and Europe. In 2019, severance actions associated with facility consolidations and cost reduction measures affected approximately 1% of the company’s workforce.
Restructuring and other costs in 2018 included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, including the closure and consolidation of operations within several facilities in the U.S. and Europe; third-party transaction/integration costs primarily related to recent acquisitions; sales of inventories revalued at the date of acquisition; and environmental remediation charges. These charges were partially offset by gains on sales of real estate and favorable results of litigation. In 2018, severance actions associated with facility consolidations and cost reduction measures affected approximately 1% of the company’s workforce.
As of February 24, 2021,23, 2023, the company has identified restructuring actions that will result in additional charges of approximately $50$60 million, primarily in 2021,2023, and expects to identify additional actions during 2021in future periods which will be recorded when specified criteria are met, such as communication of benefit arrangements or when the costs have been incurred.
2020
During 2020, the company recorded net restructuring and other costs (income) by segment as follows:
(In millions)Cost of
Revenues
Selling,
General and
Administrative
Expenses
Restructuring
and Other
Costs, Net
Total
Life Sciences Solutions$— $(8)$34 $26 
Analytical Instruments— — 26 26 
Specialty Diagnostics— (12)(3)
Laboratory Products and Services23 34 
Corporate— 12 
$$(10)$99 $95 
The principal components of net restructuring and other costs (income) by segment are as follows:
Life Sciences Solutions
In 2020, the Life Sciences Solutions segment recorded $26 million of net restructuring and other charges. The segment recorded $34 million of restructuring and other costs, net, primarily charges for the write-off of acquired technology. The segment also recorded $8 million of credits to selling, general, and administrative expense for changes in estimates of contingent acquisition consideration.
Analytical Instruments
In 2020, the Analytical Instruments segment recorded $26 million of net restructuring and other charges, primarily for employee severance associated with headcount reductions in Europe, China, and the U.S., and, to a lesser extent, abandoned facility costs.
Specialty Diagnostics
F-47F-43


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In 2020, the Specialty Diagnostics segment recorded $3 million of net restructuring and other income, principally for third-party transaction costs (including reimbursement thereof) for a terminated acquisition, partially offset by charges for employee severance and environmental remediation at previously owned facilities.
Laboratory Products and Services
In 2020, the Laboratory Products and Services segment recorded $34 million of net restructuring and other charges, primarily for employee severance at businesses streamlining operations, write-downs of fixed assets to estimated disposal value in connection with the consolidation of commercial production operations in the U.S, and, to a lesser extent, transaction/acquisition related costs for a pending acquisition.
Corporate
In 2020, the company recorded $12 million of net restructuring and other costs primarily for severance at its corporate operations, and charges to selling, general, and administrative expense for product liability litigation.
2019
During 2019, the company recorded net restructuring and other costs by segment as follows:
(In millions)Cost of
Revenues
Selling,
General and
Administrative
Expenses
Restructuring
and Other
Costs (Income), Net
Total
Life Sciences Solutions$16 $— $24 $40 
Analytical Instruments— 24 14 38 
Specialty Diagnostics— (471)(467)
Laboratory Products and Services35 17 53 
Corporate— (1)
$17 $62 $(413)$(334)
The principal components of net restructuringRestructuring and other costs by segment are as follows:
(In millions)202220212020
Life Sciences Solutions$30 $129 $34 
Analytical Instruments26 
Specialty Diagnostics68 18 
Laboratory Products and Biopharma Services12 35 23 
Corporate
$114 $197 $99 
Life Sciences Solutions
In 2019, the Life Sciences Solutions segment recorded $40 million of net restructuring and other charges, including $16 million of charges to cost of revenues for the sales of inventory revalued at the date of acquisition. The segment also recorded $24 million of net restructuring and other charges for severance and other costs associated with facility consolidations in the U.S and Europe, the impairment of acquired technology in development, and pre-acquisition litigation-related matters.
Analytical Instruments
In 2019, the Analytical Instruments segment recorded $38 million of net restructuring and other charges, including $24 million of charges to selling, general, and administrative expense, principally third-party transaction costs for a terminated acquisition. The segment also recorded $14 million of restructuring and other costs, primarily for employee severance and other costs associated with facility consolidations in the U.S. and Europe.
Specialty Diagnostics
In 2019, the Specialty Diagnostics segment recorded $467 million of net restructuring and other income, primarily a gain on the divestiture of its Anatomical Pathology business (Note 2). The segment also recorded $4 million of charges to selling, general, and administrative expense, principally third-party transaction costs in connection with the sale of the Anatomical Pathology business.
Laboratory Products and Services
In 2019, the Laboratory Products and Services segment recorded $53 million of net restructuring and other charges. The segment recorded $35 million of charges to selling, general, and administrative expenses, principally third-party transaction/integration costs for recently completed acquisitions. The segment also recorded $17 million of restructuring and other costs, primarily charges for severance at businesses streamlining operations and employee compensation due at Brammer Bio on the date of acquisition.
F-48


THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2018
During 2018, the company recorded net restructuring and other costs by segment as follows:
(In millions)Cost of
Revenues
Selling,
General and
Administrative
Expenses
Restructuring
and Other
Costs, Net
Total
Life Sciences Solutions$$12 $(17)$(1)
Analytical Instruments28 39 
Specialty Diagnostics— (1)
Laboratory Products and Services16 31 52 
Corporate— (10)(1)
$12 $29 $50 $91 
The principal components of net restructuring and other costs by segment are as follows:
Life Sciences Solutions
In 2018, the Life Sciences Solutions segment recorded $1 million of net restructuring and other income. The segment recorded charges to cost of revenues of $4 million for the sales of inventory revalued at the date of acquisition, as well as $12 million of charges to selling, general, and administrative expenses, primarily third-party transaction/integration costs related to recent acquisitions. The segment also recorded $17 million of net restructuring and other income, principally for a $46 million net gain on the resolution of litigation, partially offset by charges for severance other costs associated with facility consolidations in the U.S.
Analytical Instruments
In 2018, the Analytical Instruments segment recorded $39 million of net restructuring and other charges. The segment recorded net charges to cost of revenues of $3 million for the sales of inventory revalued at the date of acquisition; $8 million of net charges to selling, general, and administrative expense, principally third-party transaction costs for a pending acquisition; and $28 million of restructuring and other costs, primarily for employee severance and other costs associated with facility consolidations in the U.S. and Europe, as well as abandoned facilities costs associated with the remediation and closure of a manufacturing facility in the U.S.
Specialty Diagnostics
In 2018, the Specialty Diagnostics segment recorded $2 million of net restructuring and other charges, including $3 million of net charges to selling, general, and administrative expense, principally third-party transaction costs in connection with the planned sale of the Anatomical Pathology business. The segment also recorded $1 million of net restructuring and other income, including a $6 million gain on the sale of real estate, mostly offset by cash charges for severance and other costs associated with facility consolidations in the U.S. and Europe.
Laboratory Products and Services
In 2018, the Laboratory Products and Services segment recorded $52 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $5 million, principally for the sales of inventory revalued at the date of acquisition, and $16 million of charges to selling, general, and administrative expenses for third-party transaction/integration costs related to the acquisition of Patheon. The segment also recorded $31 million of restructuring and other costs, primarily charges for environmental remediation associated with a Superfund site in the U.S., employee severance, and, to a lesser extent, hurricane response costs.
The following table summarizes the changes in the company’s accrued restructuring balance. Other amounts reported as restructuring and other costs net, in the accompanying statement of income have been summarized in the notes to the table. Accrued restructuring costs are included in other accrued expenses in the accompanying balance sheet.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)Total (a)
Balance at December 31, 20172019$7634 
Net restructuring charges incurred in 2020 (b)51 
Payments(57)
Currency translation(7)
Balance at December 31, 202021 
Net restructuring charges incurred in 2018 (b)2021 (c)8837 
Payments(83)(40)
Currency translation(1)
Balance at December 31, 2018202180 
Cumulative effect of accounting change (c)(28)17 
Net restructuring charges incurred in 20192022 (d)5268 
Payments(69)(44)
Currency translation(1)
Balance at December 31, 201934 
Net restructuring charges incurred in 2020 (e)51 
Payments(57)
Currency translation and other(7)
Balance at December 31, 20202022$2141 
(a)The movements in the restructuring liability principally consist of severance and other costs such as relocation and moving expenses associated with facility consolidations, as well as employee retention costs which are accrued ratably over the period through which employees must work to qualify for a payment; and in 2018, abandoned facility costs associated with facility consolidations in the U.S.payment.
(b)Excludes $38 million of income, net, associated with litigation-related matters, gains on sales of real estate, charges for environmental remediation, and hurricane response costs.
(c)Impact of adopting new lease accounting guidance on January 1, 2019.
(d)Excludes $482 million of net gain on the sale of businesses, and $17 million of other restructuring charges, net, primarily for the write-off of acquired technology, pre-acquisition litigation-related matters, and compensation due to employees on the date of acquisition.
(e)Excludes $48 million of other restructuring charges, net, primarilyprincipally $32 million for the write-offimpairment of acquired technology in the Life Sciences Solutions segment resulting from a reduction in expected cash flows and, to a lesser extent, charges across the company’s segments for fixed asset writedowns and costs associated with environmental remediation at abandoned/previously owned facilities.
(c)Excludes $160 million of charges, principally $122 million for impairments of an acquired technology asset and a tradename asset in the Life Sciences Solutions and Laboratory Products and Biopharma Services segment, principally resulting from a reduction in expected cash flows, and $35 million of charges for compensation contractually due to employees of acquired businesses at the date of acquisition in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.
(d)Excludes $46 million of net charges, primarily charges for impairment of long-lived assets in the Specialty Diagnostic segment.
The company expects to pay accrued restructuring costs primarily through 2021.

Note 17.    Subsequent Events
Acquisitions
On January 15, 2021, the company acquired, within the Laboratory Products and Services segment, the Belgium-based European viral vector manufacturing business of Groupe Novasep SAS for approximately $853 million in cash. The European viral vector manufacturing business provides contract manufacturing services for vaccines and therapies to biotechnology companies and large biopharma customers. The acquisition expands the segment’s capabilities for cell and gene vaccines and therapies. The initial purchase price allocation for the acquisition is expected to be completed by the end of the first quarter of 2021.
On January 15, 2021, the company entered into a definitive agreement to acquire Mesa Biotech, Inc., a U.S.-based molecular diagnostic company, for approximately $450 million in cash and up to an additional $100 million in cash upon the completion of certain milestones following the close of the transaction. Mesa Biotech has developed and commercialized a PCR-based rapid point-of-care testing platform available for detecting infectious diseases including SARS-CoV-2, Influenza A and B, respiratory syncytial virus and Strep A. The acquisition will enable the company to accelerate the availability of reliable and accurate advanced molecular diagnostics at the point of care. The transaction is expected to be completed in the first quarter of 2021, subject to customary closing conditions. Upon completion, the business will become part of the Life Sciences Solutions segment.2023.
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