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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 for the quarterly period ended March 30,2024 or Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934C

2、ommission File Number 1-8002THERMO FISHER SCIENTIFIC INC.(Exact name of Registrant as specified in its charter)Delaware04-2209186(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)168 Third AvenueWaltham,Massachusetts 02451(Address of principal executive

3、 offices)(Zip Code)Registrants telephone number,including area code:(781)622-1000Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$1.00 par valueTMONew York Stock Exchange0.750%Notes due 2024TMO 24ANew

4、 York Stock Exchange0.125%Notes due 2025TMO 25BNew York Stock Exchange2.000%Notes due 2025TMO 25New York Stock Exchange3.200%Notes due 2026TMO 26BNew York Stock Exchange1.400%Notes due 2026TMO 26ANew York Stock Exchange1.450%Notes due 2027TMO 27New York Stock Exchange1.750%Notes due 2027TMO 27BNew Y

5、ork Stock Exchange0.500%Notes due 2028TMO 28ANew York Stock Exchange1.375%Notes due 2028TMO 28New York Stock Exchange1.950%Notes due 2029TMO 29New York Stock Exchange0.875%Notes due 2031TMO 31New York Stock Exchange2.375%Notes due 2032TMO 32New York Stock Exchange3.650%Notes due 2034TMO 34New York S

6、tock Exchange2.875%Notes due 2037TMO 37New York Stock Exchange1.500%Notes due 2039TMO 39New York Stock Exchange1.875%Notes due 2049TMO 49New York Stock ExchangeIndicate 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

7、Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data

8、File required to be submitted pursuant to Rule 405 of RegulationS-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerate

9、d filer,a non-accelerated filer,a smaller reporting company,or an emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2of the Exchange Act.Large accelerated filer Accelerated filer Non-accelera

10、ted filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchan

11、ge Act.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 March 30,2024,the Registrant had 381,716,323 shares of Common Stock outstanding.THERMO FISHER SCIENTIFIC INC.QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED MARCH 30,

12、2024TABLE OF CONTENTSPagePART I-FINANCIAL INFORMATIONItem 1.Financial Statements3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Income4Condensed Consolidated Statements of Comprehensive Income5Condensed Consolidated Statements of Cash Flows6Condensed Consolidated Statemen

13、ts of Redeemable Noncontrolling Interest and Equity7Notes to Condensed Consolidated Financial Statements8Note 1.Nature of Operations and Summary of Significant Accounting Policies8Note 2.Acquisitions9Note 3.Revenues and Contract-related Balances10Note 4.Business Segment and Geographical Information1

14、1Note 5.Income Taxes12Note 6.Earnings per Share13Note 7.Debt and Other Financing Arrangements13Note 8.Commitments and Contingencies15Note 9.Comprehensive Income/(Loss)and Shareholders Equity16Note 10.Fair Value Measurements and Fair Value of Financial Instruments16Note 11.Supplemental Cash Flow Info

15、rmation19Note 12.Restructuring and Other Costs19Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosures About Market Risk28Item 4.Controls and Procedures28PART II-OTHER INFORMATIONItem 1.Legal Proceedings28Item 1A.R

16、isk Factors28Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28 Item 5.Other Information29Item 6.Exhibits292THERMO FISHER SCIENTIFIC INC.PART I FINANCIAL INFORMATIONItem 1.Financial StatementsCONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)March 30,December 31,(In millions except s

17、hare and per share amounts)20242023AssetsCurrent assets:Cash and cash equivalents$5,499$8,077 Short-term investments1,751 3 Accounts receivable,less allowances of$197 and$1937,931 8,221 Inventories5,133 5,088 Contract assets,net1,422 1,443 Other current assets1,904 1,757 Total current assets23,640 2

18、4,589 Property,plant and equipment,net9,324 9,448 Acquisition-related intangible assets,net16,048 16,670 Other assets4,241 3,999 Goodwill43,843 44,020 Total assets$97,095$98,726 Liabilities,redeemable noncontrolling interest and equityCurrent liabilities:Short-term obligations and current maturities

19、 of long-term obligations$4,451$3,609 Accounts payable2,555 2,872 Accrued payroll and employee benefits1,314 1,596 Contract liabilities2,632 2,689 Other accrued expenses2,985 3,246 Total current liabilities13,937 14,012 Deferred income taxes1,811 1,922 Other long-term liabilities4,567 4,642 Long-ter

20、m obligations31,157 31,308 Redeemable noncontrolling interest119 118 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;442,822,699 and 442,188,634 shares issued443 442

21、Capital in excess of par value17,482 17,286 Retained earnings48,542 47,364 Treasury stock at cost,61,106,376 and 55,541,290 shares(18,186)(15,133)Accumulated other comprehensive income/(loss)(2,764)(3,224)Total Thermo Fisher Scientific Inc.shareholders equity45,516 46,735 Noncontrolling interests(12

22、)(11)Total equity45,504 46,724 Total liabilities,redeemable noncontrolling interest and equity$97,095$98,726 The accompanying notes are an integral part of these condensed consolidated financial statements.3THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)Three mont

23、hs endedMarch 30,April 1,(In millions except per share amounts)20242023RevenuesProduct revenues$5,955$6,404 Service revenues4,390 4,306 Total revenues10,345 10,710 Costs and operating expenses:Cost of product revenues2,939 3,337 Cost of service revenues3,201 3,233 Selling,general and administrative

24、expenses2,183 2,119 Research and development expenses331 346 Restructuring and other costs29 112 Total costs and operating expenses8,682 9,147 Operating income1,663 1,563 Interest income279 146 Interest expense(363)(300)Other income/(expense)10(46)Income before income taxes1,589 1,363 Provision for

25、income taxes(281)(46)Equity in earnings/(losses)of unconsolidated entities23(25)Net income1,331 1,292 Less:net income/(losses)attributable to noncontrolling interests and redeemable noncontrolling interest4 3 Net income attributable to Thermo Fisher Scientific Inc.$1,328$1,289 Earnings per share att

26、ributable to Thermo Fisher Scientific Inc.Basic$3.47$3.34 Diluted$3.46$3.32 Weighted average sharesBasic382 386 Diluted384 388 The accompanying notes are an integral part of these condensed consolidated financial statements.4THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHEN

27、SIVE INCOME(Unaudited)Three months ended March 30,April 1,(In millions)20242023Comprehensive incomeNet income$1,331$1,292 Other comprehensive income/(loss):Currency translation adjustment:Currency translation adjustment(net of tax provision(benefit)of$166 and$(36)456 44 Unrealized gains/(losses)on a

28、vailable-for-sale debt securitiesUnrealized holding losses arising during the period(net of tax(provision)benefit of$0 and$0)(1)Unrealized gains/(losses)on hedging instruments:Reclassification adjustment for losses included in net income(net of tax(provision)benefit of$0 and$1)1 3 Pension and other

29、postretirement benefit liability adjustments:Pension and other postretirement benefit liability adjustments arising during the period(net of tax(provision)benefit of$0 and$(1)1 1 Total other comprehensive income/(loss)457 48 Comprehensive income1,788 1,340 Less:comprehensive income/(loss)attributabl

30、e to noncontrolling interests and redeemable noncontrolling interest1 6 Comprehensive income attributable to Thermo Fisher Scientific Inc.$1,787$1,334 The accompanying notes are an integral part of these condensed consolidated financial statements.5THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED

31、 STATEMENTS OF CASH FLOWS(Unaudited)Three months ended March 30,April 1,(In millions)20242023Operating activitiesNet income$1,331$1,292 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation of property,plant and equipment285 253 Amortization of acquisition-rel

32、ated intangible assets551 606 Change in deferred income taxes(253)(146)Stock-based compensation70 76 Other non-cash expenses,net53 181 Changes in assets and liabilities,excluding the effects of acquisitions(787)(1,533)Net cash provided by operating activities1,251 729 Investing activities Purchases

33、of property,plant and equipment(347)(458)Proceeds from sale of property,plant and equipment4 6 Proceeds from cross-currency interest rate swap interest settlements64 2 Acquisitions,net of cash acquired(2,704)Purchases of investments(1,758)(2)Other investing activities,net7 14 Net cash used in invest

34、ing activities(2,030)(3,142)Financing activitiesNet proceeds from issuance of debt1,205 Proceeds from issuance of commercial paper 1,027 Repayments of commercial paper(523)Purchases of company common stock(3,000)(3,000)Dividends paid(135)(117)Other financing activities,net110 20 Net cash used in fin

35、ancing activities(1,821)(2,593)Exchange rate effect on cash22(31)Decrease in cash,cash equivalents and restricted cash(2,578)(5,037)Cash,cash equivalents and restricted cash at beginning of period8,097 8,537 Cash,cash equivalents and restricted cash at end of period$5,519$3,500 The accompanying note

36、s are an integral part of these condensed consolidated financial statements.6THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY(Unaudited)RedeemableNoncontrollingInterestCommon StockCapital inExcess ofPar ValueRetainedEarningsTreasury Stoc

37、kAccumulatedOtherComprehensiveItemsTotalThermo FisherScientific Inc.ShareholdersEquityNoncontrollingInterestsTotal Equity(In millions)SharesAmountSharesAmountThree months ended March 30,2024Balance at December 31,2023$118 442$442$17,286$47,364 56$(15,133)$(3,224)$46,735$(11)$46,724 Issuance of share

38、s under stockplans 1 1 126 (24)103 103 Stock-based compensation 70 70 70 Purchases of company commonstock 6(3,000)(3,000)(3,000)Dividends declared($0.39 pershare)(149)(149)(149)Net income/(loss)4 1,328 1,328 1,328 Other comprehensive items(3)460 460 460 Contributions from(distributionsto)noncontroll

39、ing interest (1)(1)Excise tax from stock repurchases (29)(29)(29)Balance at March 30,2024$119 443$443$17,482$48,542 61$(18,186)$(2,764)$45,516$(12)$45,504 Three months ended April 1,2023Balance at December 31,2022$116 441$441$16,743$41,910 50$(12,017)$(3,099)$43,978$54$44,032 Issuance of shares unde

40、r stockplans 70 (36)34 34 Stock-based compensation 76 76 76 Purchases of company commonstock 5(3,000)(3,000)(3,000)Dividends declared($0.35 pershare)(135)(135)(135)Net income/(loss)4 1,289 1,289(1)1,288 Other comprehensive items3 45 45 45 Excise tax from stock repurchases (30)(30)(30)Balance at Apri

41、l 1,2023$123 441$441$16,889$43,064 55$(15,083)$(3,054)$42,257$53$42,310 The accompanying notes are an integral part of these condensed consolidated financial statements.7THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 1.Nature of Operations and Summar

42、y of Significant Accounting PoliciesNature of OperationsThermo Fisher Scientific Inc.(the company or Thermo Fisher)enables customers to make the world healthier,cleaner and safer by helping them accelerate lifesciences research,solve complex analytical challenges,increase laboratory productivity,and

43、 improve patient health through diagnostics and the development andmanufacture of life-changing therapies.Markets served include pharmaceutical and biotech,academic and government,industrial and applied,as well as healthcareand diagnostics.Interim Financial StatementsThe interim condensed consolidat

44、ed financial statements presented herein have been prepared by the company,are unaudited and,in the opinion of management,reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at March 30,2024,the results of operations for the three-month perio

45、ds ended March 30,2024 and April 1,2023,and the cash flows for the three-month periods ended March 30,2024 and April 1,2023.Interim results arenot necessarily indicative of results for a full year.The condensed consolidated balance sheet presented as of December 31,2023 has been derived from the aud

46、ited consolidated financial statements as of that date.The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in theannual financial statements and notes thereto of the company.The condensed consolidated f

47、inancial statements and notes included in this report should be read inconjunction with the 2023 financial statements and notes included in the companys Annual Report on Form 10-K filed with the Securities and ExchangeCommission(SEC).Certain reclassifications of prior year amounts have been made to

48、conform to the current year presentation.Note 1 to the consolidated financial statements for 2023 describes the significant accounting estimates and policies used in preparation of the consolidated financialstatements.There have been no material changes in the companys significant accounting policie

49、s during the three months ended March 30,2024.Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts.As a result,the sum of components may not equal corresponding totals due to rounding.InventoriesT

50、he components of inventories are as follows:(In millions)March 30,2024December 31,2023Raw materials$2,038$2,057 Work in process787 705 Finished goods2,308 2,326 Inventories$5,133$5,088 Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles

51、 requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities,disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period.The companys estimates

52、 include,among others,asset reserve requirements as well as the amounts of future cash flows associated with certain assets andbusinesses that are used in assessing the risk of impairment.Actual results could differ from those estimates.Recent Accounting PronouncementsThe following table provides a

53、description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact onthe companys financial statements or disclosures.8THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)StandardDescriptionRequired

54、 adoption timing and approachImpact of adoption or other significant mattersStandards recently adoptedASU No.2022-04,Liabilities-Supplier Finance Programs(Subtopic 405-50):Disclosure ofSupplier Finance ProgramObligationsNew guidance to disclose information aboutsupplier finance programs.Among othert

55、hings,the new guidance requires expandeddisclosure about key program terms,paymentterms,and amounts outstanding for obligationsunder supplier finance programs for eachperiod presented.Some aspects adopted in 2023 using aretrospective method and will adoptother aspects in 2024 annual reportusing a pr

56、ospective methodNot materialStandards not yet adoptedASU No.2023-07,SegmentReporting(Topic 280):ImprovingReportable Segment DisclosuresAmong other things,new guidance to disclosesignificant segment expenses and other itemsby reportable segment as well as informationabout the chief operating decision

57、 maker.2024 annual report and interim periodsthereafter using a retrospective methodWill increase disclosures in Note 4ASU No.2023-09,Income Taxes(Topic 740):Improvements toIncome Tax DisclosuresAmong other things,new guidance to discloseadditional information about the tax ratereconciliation and in

58、come taxes paid.2025 annual report and interim periodsthereafter using a prospective orretrospective methodWill increase disclosures in Note 5Note 2.AcquisitionsThe companys acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets,res

59、ulting in goodwill,primarily due to expectations of the synergies that will be realized by combining the 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 companys existing c

60、ommercial infrastructure to expand sales ofthe acquired businesses products and services;and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of companyproducts and services.Acquisitions have been accounted for using the acquisition method of accountin

61、g,and the acquired companies results have been included in the accompanyingfinancial statements from their respective dates of acquisition.Proposed AcquisitionOn October 17,2023,the company entered into a purchase agreement to acquire all of the issued and outstanding shares of Olink Holding AB(publ

62、)at a price of$26.00 per share,or approximately$3.1 billion.Olink is a leading provider of next-generation proteomics solutions that will expand the companys capabilities inthis field.The company has commenced a tender offer to acquire all of the American Depositary Shares and common shares of Olink

63、.The transaction is expected toclose by mid-year 2024,subject to the satisfaction of customary closing conditions including receipt of applicable regulatory approvals,and completion of thetender offer.Upon completion,Olink will become part of the Life Sciences Solutions segment.The company intends t

64、o finance the purchase price with cash onhand and the net proceeds from issuances of debt.2023On January 3,2023,the company acquired,within the Specialty Diagnostics segment,The Binding Site Group,a U.K.-based provider of specialty diagnostic assaysand instruments to improve the diagnosis and manage

65、ment of blood cancers and immune system disorders.The acquisition expands the segments portfolio with theaddition of pioneering innovation in diagnostics and monitoring for multiple myeloma.The goodwill recorded as a result of this business combination is not taxdeductible.On August 14,2023,the comp

66、any acquired,within the Laboratory Products and Biopharma Services segment,CorEvitas,LLC,a U.S.-based provider ofregulatory-grade,real-world evidence for approved medical treatments and therapies.The acquisition expands the segments portfolio with the addition of highlycomplementary real-world evide

67、nce solutions to enhance decision-making as well as the time and cost of drug development.The goodwill recorded as a result ofthis business combination is not tax deductible.9THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)The components of the purchase pr

68、ice and net assets acquired are as follows:(In millions)The Binding SiteCorEvitasPurchase priceCash paid$2,412$730 Debt settled307 184 Cash acquired(20)(4)$2,699$910 Net assets acquiredDefinite-lived intangible assets:Customer relationships$868$260 Product technology162 47 Tradenames42 Backlog 46 Go

69、odwill1,741 627 Net tangible assets174(2)Deferred tax assets(liabilities)(288)(68)$2,699$910 In addition,in 2023,the company acquired,within the Analytical Instruments segment,a U.S.-based developer of Raman-based spectroscopy solutions for in-linemeasurement.The weighted-average amortization period

70、s for definite-lived intangible assets acquired in 2023 are 18 years for customer relationships,14 years for producttechnology,15 years for tradenames,and 13 years for backlog.The weighted average amortization period for all definite-lived intangible assets acquired in 2023 is17 years.Note 3.Revenue

71、s and Contract-related BalancesDisaggregated RevenuesRevenues by type are as follows:Three months ended(In millions)March 30,2024April 1,2023RevenuesConsumables$4,328$4,506 Instruments1,627 1,898 Services4,390 4,306 Consolidated revenues$10,345$10,710 Revenues by geographic region based on customer

72、location are as follows:Three months ended(In millions)March 30,2024April 1,2023RevenuesNorth America$5,519$5,778 Europe2,619 2,601 Asia-Pacific1,861 1,986 Other regions346 345 Consolidated revenues$10,345$10,710 Each reportable segment earns revenues from consumables,instruments and services in Nor

73、th America,Europe,Asia-Pacific and other regions.See Note 4 forrevenues by reportable segment and other geographic data.10THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Remaining Performance ObligationsThe aggregate amount of the transaction price allocat

74、ed to the remaining performance obligations for all open customer contracts as of March 30,2024 was$26.37billion.The company will recognize revenues for these performance obligations as they are satisfied,approximately 51%of which is expected to occur within thenext twelve months.Amounts expected to

75、 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 BalancesNoncurrent contract assets and noncurrent contract liabilities are included within other assets and o

76、ther long-term liabilities in the accompanying balance sheet,respectively.Contract asset and liability balances are as follows:(In millions)March 30,2024December 31,2023Current contract assets,net$1,422$1,443 Noncurrent contract assets,net9 4 Current contract liabilities2,632 2,689 Noncurrent contra

77、ct liabilities1,427 1,499 In the three months ended March 30,2024,the company recognized revenues of$1.32 billion that were included in the contract liabilities balance at December 31,2023.In the three months ended April 1,2023,the company recognized revenues of$1.30 billion that were included in th

78、e contract liabilities balance at December31,2022.Note 4.Business Segment and Geographical InformationBusiness Segment InformationThree months endedMarch 30,April 1,(In millions)20242023RevenuesLife Sciences Solutions$2,285$2,612 Analytical Instruments1,687 1,723 Specialty Diagnostics1,109 1,108 Lab

79、oratory Products and Biopharma Services5,723 5,763 Eliminations(460)(496)Consolidated revenues10,345 10,710 Segment IncomeLife Sciences Solutions840 836 Analytical Instruments400 421 Specialty Diagnostics294 280 Laboratory Products and Biopharma Services744 793 Subtotal reportable segments2,278 2,33

80、0 Cost of revenues adjustments(15)(41)Selling,general and administrative expenses adjustments(19)(8)Restructuring and other costs(29)(112)Amortization of acquisition-related intangible assets(551)(606)Consolidated operating income1,663 1,563 Interest income279 146 Interest expense(363)(300)Other inc

81、ome/(expense)10(46)Consolidated income before taxes$1,589$1,363 Cost of revenues adjustments included in the above table consist of charges for the sale of inventories revalued at the date of acquisition and inventory write-downsassociated with large-scale abandonment of product lines.Selling,genera

82、l and administrative expenses adjustments included in the above table consist of third-party transaction/integration costs related to recent acquisitions,and charges/credits for changes in estimates of contingent acquisition consideration.11THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATE

83、D FINANCIAL STATEMENTS(Unaudited)Geographical InformationRevenues by country based on customer location are as follows:Three months ended(In millions)March 30,2024April 1,2023RevenuesUnited States$5,322$5,587 Other5,023 5,123 Consolidated revenues$10,345$10,710 Note 5.Income TaxesThe provision for i

84、ncome taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate toincome before provision for income taxes due to the following:Three months ended(In millions)March 30,2024April 1,2023Statutory federal income tax rate21%21%

85、Provision for income taxes at statutory rate$334$286 Increases(decreases)resulting from:Foreign rate differential(38)(52)Income tax credits(89)(83)Global intangible low-taxed income12 12 Foreign-derived intangible income(22)(23)Excess tax benefits from stock options and restricted stock units(33)(27

86、)Provision for(reversal of)tax reserves,net185 9 Intra-entity transfers(102)(144)Provision for(reversal of)valuation allowances,net47 67 Withholding taxes4 5 Tax return reassessments and settlements(29)(3)State income taxes,net of federal tax19 24 Other,net(6)(25)Provision for income taxes$281$46 Du

87、ring the first quarter of 2024,the company recorded a tax reserve and associated interest of$240 million related to the potential settlement of international taxaudits for tax years 2009 through 2016.The company has operations and a taxable presence in approximately 70 countries outside the U.S.The

88、companys 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.Unrecognized Tax BenefitsAs of March 30,2024 the compan

89、y had$0.69 billion of unrecognized tax benefits substantially all of which,if recognized,would reduce the effective tax rate.Areconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:(In millions)2024Balance at beginning of year$540 Additions for tax positions of

90、 prior years195 Reductions for tax positions of prior years(42)Balance at end of period$693 12THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 6.Earnings per ShareThree months endedMarch 30,April 1,(In millions except per share amounts)20242023Net inco

91、me attributable to Thermo Fisher Scientific Inc.$1,328$1,289 Basic weighted average shares382 386 Plus effect of:stock options and restricted stock units2 2 Diluted weighted average shares384 388 Basic earnings per share$3.47$3.34 Diluted earnings per share$3.46$3.32 Antidilutive stock options exclu

92、ded from diluted weighted average shares2 2 Note 7.Debt and Other Financing ArrangementsEffective interest rate atMarch 30,March 30,December 31,(Dollars in millions)2024202420230.75%8-Year Senior Notes,Due 9/12/2024(euro-denominated)0.93%1,079 1,104 1.215%3-Year Senior Notes,Due 10/18/20241.42%2,500

93、 2,500 0.125%5.5-Year Senior Notes,Due 3/1/2025(euro-denominated)0.40%863 883 2.00%10-Year Senior Notes,Due 4/15/2025(euro-denominated)2.10%691 706 0.853%3-Year Senior Notes,Due 10/20/2025(Japanese yen-denominated)1.05%147 158 0.000%4-Year Senior Notes,Due 11/18/2025(euro-denominated)0.15%593 607 3.

94、20%3-Year Senior Notes,Due 1/21/2026(euro-denominated)3.38%540 552 1.40%8.5-Year Senior Notes,Due 1/23/2026(euro-denominated)1.52%755 773 4.953%3-Year Senior Notes,Due 8/10/20265.19%600 600 5.000%3-Year Senior Notes,Due 12/5/20265.25%1,000 1,000 1.45%10-Year Senior Notes,Due 3/16/2027(euro-denominat

95、ed)1.65%540 552 1.75%7-Year Senior Notes,Due 4/15/2027(euro-denominated)1.96%647 662 1.054%5-Year Senior Notes,Due 10/20/2027(Japanese yen-denominated)1.18%191 205 4.80%5-Year Senior Notes,Due 11/21/20275.00%600 600 0.50%8.5-Year Senior Notes,Due 3/1/2028(euro-denominated)0.77%863 883 1.6525%4-Year

96、Senior Notes,Due 3/7/2028(Swiss franc-denominated)1.77%366 0.77%5-Year Senior Notes,Due 9/6/2028(Japanese yen-denominated)0.90%192 206 1.375%12-Year Senior Notes,Due 9/12/2028(euro-denominated)1.46%647 662 1.75%7-Year Senior Notes,Due 10/15/20281.89%700 700 5.000%5-Year Senior Notes,Due 1/31/20295.2

97、4%1,000 1,000 1.95%12-Year Senior Notes,Due 7/24/2029(euro-denominated)2.07%755 773 2.60%10-Year Senior Notes,Due 10/1/20292.74%900 900 1.279%7-Year Senior Notes,Due 10/19/2029(Japanese yen-denominated)1.44%31 33 4.977%7-Year Senior Notes,Due 8/10/20305.12%750 750 0.80%9-Year Senior Notes,Due 10/18/

98、2030(euro-denominated)0.88%1,888 1,932 0.875%12-Year Senior Notes,Due 10/1/2031(euro-denominated)1.13%971 993 2.00%10-Year Senior Notes,Due 10/15/20312.23%1,200 1,200 1.840%8-Year Senior Notes,Due 3/8/2032(Swiss franc-denominated)1.91%460 2.375%12-Year Senior Notes,Due 4/15/2032(euro-denominated)2.5

99、4%647 662 1.49%10-Year Senior Notes,Due 10/20/2032(Japanese yen-denominated)1.60%42 45 13THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Effective interest rate atMarch 30,March 30,December 31,(Dollars in millions)2024202420234.95%10-Year Senior Notes,Due

100、11/21/20325.09%600 600 5.086%10-Year Senior Notes,Due 8/10/20335.20%1,000 1,000 1.125%12-Year Senior Notes,Due 10/18/2033(euro-denominated)1.20%1,619 1,656 5.200%10-Year Senior Notes,Due 1/31/20345.34%500 500 3.65%12-Year Senior Notes,Due 11/21/2034(euro-denominated)3.76%809 828 1.50%12-Year Senior

101、Notes,Due 9/6/2035(Japanese yen-denominated)1.58%142 152 2.0375%12-Year Senior Notes,Due 3/7/2036(Swiss franc-denominated)2.09%361 2.875%20-Year Senior Notes,Due 7/24/2037(euro-denominated)2.94%755 773 1.50%20-Year Senior Notes,Due 10/1/2039(euro-denominated)1.73%971 993 2.80%20-Year Senior Notes,Du

102、e 10/15/20412.90%1,200 1,200 1.625%20-Year Senior Notes,Due 10/18/2041(euro-denominated)1.77%1,349 1,380 2.069%20-Year Senior Notes,Due 10/20/2042(Japanese yen-denominated)2.13%97 104 5.404%20-Year Senior Notes,Due 8/10/20435.50%600 600 2.02%20-Year Senior Notes,Due 9/6/2043(Japanese yen-denominated

103、)2.06%192 206 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%1,079 1,104 2.00%30-Year Senior Notes,Due 10/18/2051(euro-denominated)2.07%809 828 2.382%30-Year Senior Notes,Due 10/18/

104、2052(Japanese yen-denominated)2.43%220 236 Other75 77 Total borrowings at par value35,687 35,028 Unamortized discount(108)(113)Unamortized debt issuance costs(186)(188)Total borrowings at carrying value35,393 34,727 Finance lease liabilities215 190 Less:Short-term obligations and current maturities4

105、,451 3,609 Long-term obligations$31,157$31,308 The effective interest rates for the fixed-rate debt include the stated interest on the notes,the accretion of any discounts/premiums and the amortization of any debtissuance costs.See Note 10 for fair value information pertaining to the companys long-t

106、erm borrowings.Credit FacilitiesThe company has a revolving credit facility(the Facility)with a bank group that provides for up to$5.00 billion of unsecured multi-currency revolving credit.TheFacility expires on January 7,2027.The revolving credit agreement calls for interest at either a Term Secure

107、d Overnight Financing Rate(SOFR),a Euro InterbankOffered Rate(EURIBOR)-based rate(for funds drawn in euro),or a rate based on the prime lending rate of the agent bank,at the companys option.The agreementcontains affirmative,negative and financial covenants,and events of default customary for facilit

108、ies of this type.The covenants in the Facility include aConsolidated Net Interest Coverage Ratio(Consolidated EBITDA to Consolidated Net Interest Expense),as such terms are defined in the Facility.Specifically,thecompany has agreed that,so long as any lender has any commitment under the Facility,any

109、 letter of credit is outstanding under the Facility,or any loan or otherobligation 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 March 30,2024,no borrowings were outstanding under the Fa

110、cility,although available capacity was reduced by immaterial outstanding letters of credit.14THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Commercial Paper ProgramsThe company has commercial paper programs pursuant to which it may issue and sell unsecure

111、d,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 commercialpaper market and are not redeemable prior to maturity nor subject to voluntary p

112、repayment.Under the euro program,maturities may not exceed 183 days and maybe denominated in euro,U.S.dollars,Japanese yen,British pounds sterling,Swiss franc,Canadian dollars or other currencies.Under both programs,the CP Notesare issued at a discount from par(or premium to par,in the case of negat

113、ive interest rates),or,alternatively,are sold at par and bear varying interest rates on a fixedor floating basis.Senior NotesInterest is payable annually on the euro and Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.Each of the U.S.dollar andeuro-denomin

114、ated fixed rate senior notes and Japanese yen-denominated private placement notes may be redeemed at a redemption price of 100%of the principalamount plus a specified make-whole premium and accrued interest,together with swap breakage costs payable to holders of Japanese yen-denominated privateplace

115、ment notes who have entered into cross-currency swap agreements.The company is subject to certain affirmative and negative covenants under the indenturesand note purchase agreement governing the senior notes,the most restrictive of which limits the ability of the company to pledge certain property a

116、nd assets assecurity under borrowing arrangements.The company was in compliance with all covenants related to its senior notes at March 30,2024.Thermo Fisher Scientific(Finance I)B.V.(Thermo Fisher International),a wholly-owned finance subsidiary of the company,issued each of the following notesouts

117、tanding as of March 30,2024,included in the table above(collectively,the“Euronotes”)in registered public offerings:the 0.00%Senior Notes due 2025,the0.80%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.The company hasfully and

118、unconditionally guaranteed all of Thermo Fisher Internationals obligations under the Euronotes and all of Thermo Fisher Internationals other debtsecurities,and no other subsidiary of the company will guarantee these obligations.Thermo Fisher International is a“finance subsidiary”as defined in Rule 1

119、3-01(a)(4)(vi)of the Exchange Act,with no assets or operations other than those related to the issuance,administration and repayment of the Euronotes and other debtsecurities issued by Thermo Fisher International from time to time.The financial condition,results of operations and cash flows of Therm

120、o Fisher International areconsolidated in the financial statements of the company.Note 8.Commitments and ContingenciesEnvironmental MattersThe company is currently involved in various stages of investigation and remediation related to environmental matters.The company cannot predict all potentialcos

121、ts related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup,the complexity and interpretation of applicable laws and regulations,the varying costs of alternative cleanup methods and the extent of th

122、e companysresponsibility.Expenses for environmental remediation matters related to the costs of installing,operating and maintaining groundwater-treatment systems andother remedial activities related to historical environmental contamination at the companys domestic and international facilities were

123、 not material in any periodpresented.At March 30,2024,there have been no material changes to the accruals for pending environmental-related matters disclosed in the companys 2023financial statements and notes included in the companys Annual Report on Form 10-K.While management believes the accruals

124、for environmental remediation areadequate based on current estimates of remediation costs,the company may be subject to additional remedial or compliance costs due to future events such aschanges in existing laws and regulations,changes in agency direction or enforcement policies,developments in rem

125、ediation technologies or changes in the conductof the companys operations,which could have a material adverse effect on the companys financial position,results of operations and cash flows.Litigation and Related ContingenciesThe company is involved in various disputes,governmental and/or regulatory

126、inspections,inquiries,investigations and proceedings,and litigation matters that arisefrom time to time in the ordinary course of business.The disputes and litigation matters include product liability,intellectual property,employment and commercialissues.Due to the inherent uncertainties associated

127、with pending litigation or claims,the company cannot predict the outcome,nor,with respect to certain pendinglitigation 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 anunfavorable outcome.The company ha

128、s no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the companys 2023financial statements and notes included in the companys Annual Report on Form 10-K,nor are material losses deemed probable for such matters.It is reasonablypossible,however,that15T

129、HERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)an unfavorable outcome that exceeds the companys current accrual estimate,if any,for one or more such matters could have a material adverse effect on thecompanys results of operations,financial position and ca

130、sh flows.Product Liability,Workers Compensation and Other Personal Injury MattersThe company is involved in various proceedings and litigation that arise from time to time in connection with product liability,workers compensation and otherpersonal injury matters.At March 30,2024,there have been no m

131、aterial changes to the accruals for pending product liability,workers compensation,and otherpersonal injury matters disclosed in the companys 2023 financial statements and notes included in the companys Annual Report on Form 10-K.Although thecompany believes that the amounts accrued and estimated in

132、surance recoveries are probable and appropriate based on available information,including actuarialstudies of loss estimates,the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimateamounts could vary,which could have a materia

133、l adverse effect on the companys results of operations,financial position,and cash flows.Insurance contracts donot 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 solvencyand willingness of the in

134、surer to pay,as well as the legal sufficiency of the insurance claims.Management monitors the payment history as well as the financialcondition and ratings of its insurers on an ongoing basis.Note 9.Comprehensive Income/(Loss)and Shareholders EquityComprehensive Income/(Loss)Changes in each componen

135、t of accumulated other comprehensive income/(loss),net of tax,are as follows:(In millions)CurrencytranslationadjustmentUnrealizedgains/(losses)onavailable-for-saledebt securitiesUnrealizedgains/(losses)onhedginginstrumentsPension andotherpostretirementbenefitliabilityadjustmentTotalBalance at Decemb

136、er 31,2023$(2,941)$(28)$(255)$(3,224)Other comprehensive income/(loss)before reclassifications456(1)1 456 Amounts reclassified from accumulated othercomprehensive income/(loss)3 1 4 Net other comprehensive income/(loss)459(1)1 1 460 Balance at March 30,2024$(2,482)$(1)$(27)$(254)$(2,764)Note 10.Fair

137、 Value Measurements and Fair Value of Financial InstrumentsFair Value MeasurementsThe following tables present information about the companys financial assets and liabilities measured at fair value on a recurring basis:March 30,Quotedprices inactivemarketsSignificantotherobservableinputsSignificantu

138、nobservableinputs(In millions)2024(Level 1)(Level 2)(Level 3)AssetsCash equivalents$2,692$2,692$Bank time deposits1,751 1,751 Investments21 21 Insurance contracts221 221 Derivative contracts220 220 Total assets$4,904$4,464$440$LiabilitiesDerivative contracts$57$57$Contingent consideration83 83 Total

139、 liabilities$141$57$83 16THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31,Quotedprices inactivemarketsSignificantotherobservableinputsSignificantunobservableinputs(In millions)2023(Level 1)(Level 2)(Level 3)AssetsCash equivalents$5,021$5,021$Ban

140、k time deposits3 3 Investments20 20 Insurance contracts210 210 Derivative contracts8 8 Total assets$5,262$5,044$218$LiabilitiesDerivative contracts$290$290$Contingent consideration87 87 Total liabilities$377$290$87 The company determines the fair value of its insurance contracts by obtaining the cas

141、h surrender value of the contracts from the issuer.The fair value of derivativecontracts is the estimated amount that the company would receive/pay upon liquidation of the contracts,taking into account the change in interest rates andcurrency exchange rates.The company initially measures the fair va

142、lue of acquisition-related contingent consideration based on amounts expected to be transferred(probability-weighted)discounted to present value.Changes to the fair value of contingent consideration are recorded in selling,general and administrativeexpense.In the three months ended March 30,2024 and

143、 April 1,2023,the company recorded$10 million and$(44)million,respectively,of net gains/(losses)oninvestments,which are included in other income/(expense)in the accompanying statements of income.The following table provides a rollforward of the fair value,as determined by level 3 inputs(such as like

144、lihood of achieving production or revenue milestones,aswell as changes in the fair values of the investments underlying a recapitalization investment portfolio),of the contingent consideration.Three months endedMarch 30,April 1,(In millions)20242023Contingent considerationBeginning balance$87$174 Pa

145、yments(2)(15)Changes in fair value included in earnings(2)(23)Ending balance$83$136 Derivative ContractsThe following table provides the aggregate notional value of outstanding derivative contracts.(In millions)March 30,2024December 31,2023Cross-currency interest rate swaps designated as net investm

146、ent hedge-euro$1,000$1,000 Cross-currency interest rate swaps designated as net investment hedge-Japanese yen4,650 4,650 Cross-currency interest rate swaps designated as net investment hedge-Swiss franc2,500 2,500 Currency exchange contracts1,381 1,567 While certain derivatives are subject to nettin

147、g arrangements with counterparties,the company does not offset derivative assets and liabilities within the balancesheet.The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income.17THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED

148、 CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Fair value assetsFair value liabilities March 30,December 31,March 30,December 31,(In millions)2024202320242023Derivatives designated as hedging instrumentsCross-currency interest rate swaps(a)$219$5$56$287 Derivatives not designated as hedging instrument

149、sCurrency exchange contracts(b)1 3 1 3 Total derivatives$220$8$57$290(a)The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheet under the caption other assets or other long-term liabilities.(b)The fair value of the currency exchange contracts is include

150、d in the accompanying balance sheet under the captions other current assets or other accrued expenses.Gain(loss)recognizedThree months endedMarch 30,April 1,(In millions)20242023Derivatives designated as cash flow hedgesInterest rate swapsAmount reclassified from accumulated other comprehensive item

151、s to interest expense$(1)$Amount reclassified from accumulated other comprehensive items to other income/(expense)(4)Financial instruments designated as net investment hedgesForeign currency-denominated debt and other payablesIncluded in currency translation adjustment within other comprehensive ite

152、ms275(144)Cross-currency interest rate swapsIncluded in currency translation adjustment within other comprehensive items444(9)Included in interest expense66 17 Derivatives not designated as hedging instrumentsCurrency exchange contractsIncluded in cost of product revenues3(3)Included in other income

153、/(expense)(6)23 Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding,offsettinglosses and gains on the underlying hedged transactions.The company uses foreign currency-denominated debt,certain foreign currenc

154、y-denominated payables,and cross-currency interest rate swaps to partially hedge itsnet investments in foreign operations against adverse movements in exchange rates.A portion of the companys euro-denominated senior notes,certain foreigncurrency-denominated payables,and its cross-currency interest r

155、ate swaps have been designated as,and are effective as,economic hedges of part of the netinvestment in a foreign operation.Accordingly,foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instrumentsand certain foreign currency-denominated payables,

156、and contract fair value changes on the cross-currency interest rate swaps,excluding interest accruals,areincluded in currency translation adjustment within other comprehensive items and shareholders equity.See Note 1 to the consolidated financial statements for 2023 included in the companys Annual R

157、eport on Form 10-K for additional information on the companysrisk management objectives and strategies.18THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Fair Value of Other Financial InstrumentsThe carrying value and fair value of the companys debt instrum

158、ents are as follows:March 30,2024December 31,2023CarryingFairCarryingFair(In millions)valuevaluevaluevalueSenior notes$35,318$32,587$34,650$32,191 Other75 75 77 77$35,393$32,662$34,727$32,268 The fair value of debt instruments,excluding private placement notes,was determined based on quoted market p

159、rices and on borrowing rates available to thecompany at the respective period ends,which represent level 2 measurements.The fair value of private placement notes was determined based on internallydeveloped pricing models and unobservable inputs,which represent level 3 measurements.Note 11.Supplement

160、al Cash Flow Information Three months ended(In millions)March 30,2024April 1,2023Non-cash investing and financing activitiesAcquired but unpaid property,plant and equipment$165$242 Declared but unpaid dividends150 137 Issuance of stock upon vesting of restricted stock units63 91 Excise tax from stoc

161、k repurchases29 30 Cash,cash equivalents and restricted cash is included in the accompanying balance sheet as follows:(In millions)March 30,2024December 31,2023Cash and cash equivalents$5,499$8,077 Restricted cash included in other current assets7 6 Restricted cash included in other assets14 14 Cash

162、,cash equivalents and restricted cash$5,519$8,097 Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees and incoming cash in China awaiting governmentadministrative clearance.Note 12.Restructuring and Other CostsIn the first three months of 2024,restruc

163、turing and other costs primarily included continuing charges for headcount reductions and facility consolidations in aneffort to streamline operations.In 2024,severance actions associated with facility consolidations and cost reduction measures affected less than 1%of thecompanys workforce.As of May

164、 3,2024,the company has identified restructuring actions that will result in additional charges of approximately$75 million,primarily in 2024,andexpects to identify additional actions in future periods which will be recorded when specified criteria are met,such as communication of benefit arrangemen

165、ts orwhen the costs have been incurred.Restructuring and other costs by segment are as follows:Three months ended(In millions)March 30,2024Life Sciences Solutions$2 Analytical Instruments7 Specialty Diagnostics5 Laboratory Products and Biopharma Services14 Corporate1$29 19THERMO FISHER SCIENTIFIC IN

166、C.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)The following table summarizes the changes in the companys accrued restructuring balance,which is included in other accrued expenses in the accompanyingbalance sheet.Other amounts reported as restructuring and other costs in the accomp

167、anying statements of income have been summarized in the notes to the table.(In millions)Total(a)Balance at December 31,2023$60 Net restructuring charges incurred in 2024(b)25 Payments(32)Currency translation(2)Balance at March 30,2024$51(a)The movements in the restructuring liability principally con

168、sist of severance and other costs associated with facility consolidations.(b)Excludes$4 million of net non-cash charges.The company expects to pay accrued restructuring costs primarily through 2024.20THERMO FISHER SCIENTIFIC INC.Item 2.Managements Discussion and Analysis of Financial Condition and R

169、esults of OperationsForward-looking statements,within the meaning of Section 21E of the Securities Exchange Act of 1934(the Exchange Act),are made throughout thisManagements Discussion and Analysis of Financial Condition and Results of Operations.Any statements contained herein that are not statemen

170、ts of historical factmay 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 reducti

171、ons,restructuring activities,newproduct 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 audi

172、ts and assessments and other contingentliabilities;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 COVID-19 pandemic;and any other statements that addres

173、s events or developments that Thermo Fisher intendsor believes will or may occur in the future.Without limiting the foregoing,the words“believes,”“anticipates,”“plans,”“expects,”“seeks,”“estimates,”and similarexpressions are intended to identify forward-looking statements,although not all forward-lo

174、oking statements are accompanied by such words.While the companymay elect to update forward-looking statements in the future,it specifically disclaims any obligation to do so,even if the companys estimates change,and readersshould not rely on those forward-looking statements as representing the comp

175、anys 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 thosedetailed under the caption“Risk Factors”in the companys Annua

176、l Report on Form 10-K for the year ended December 31,2023(which is on file with the SEC).Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to:the COVID-19 pandemic;the need to develop new

177、 products and adapt to significant technological change;implementation of strategies for improving growth;general economic conditions and related uncertainties;dependence on customers capital spending policies and government funding policies;the effect of economicand political conditions and exchang

178、e rate fluctuations on international operations;use and protection of intellectual property;the effect of changes in governmentalregulations;any natural disaster,public health crisis or other catastrophic event;and the effect of laws and regulations governing government contracts,as well asthe possi

179、bility that expected benefits related to recent or pending acquisitions,including our proposed acquisition of Olink,may not materialize as expected.The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles(non-GAAP measures).These non-

180、GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section“Non-GAAP Measures”later in this“Managements Discussion and Analysis of Financial Condition and Results of Operations.”Certain amounts and percentages reported within this Quarterl

181、y Report on Form 10-Q are presented and calculated based on underlying unrounded amounts.As aresult,the sum of components may not equal corresponding totals due to rounding.OverviewThermo Fisher Scientific Inc.enables customers to make the world healthier,cleaner and safer by helping them accelerate

182、 life sciences research,solve complexanalytical challenges,increase laboratory productivity,and improve patient health through diagnostics and the development and manufacture of life-changingtherapies.Markets served include pharmaceutical and biotech,academic and government,industrial and applied,as

183、 well as healthcare and diagnostics.Thecompanys operations fall into four segments(Note 4):Life Sciences Solutions,Analytical Instruments,Specialty Diagnostics and Laboratory Products andBiopharma Services.Consolidated ResultsThree months endedMarch 30,April 1,(Dollars in millions except per share a

184、mounts)20242023ChangeRevenues$10,345$10,710(3)%GAAP operating income1,663 1,563 6%GAAP operating income margin16.1%14.6%1.5 ptAdjusted operating income(non-GAAP measure)2,278 2,330(2)%Adjusted operating income margin(non-GAAP measure)22.0%21.8%0.2 ptGAAP diluted earnings per share attributable to Th

185、ermo Fisher Scientific Inc.3.46 3.32 4%Adjusted earnings per share(non-GAAP measure)5.11 5.03 2%21THERMO FISHER SCIENTIFIC INC.Organic Revenue GrowthThree months endedMarch 30,2024Revenue growth(3)%Impact of acquisitions0%Impact of currency translation0%Organic revenue growth(non-GAAP measure)(4)%Si

186、nce 2020,the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostictesting.Additionally,our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce v

187、accinesand therapies globally.Since the companys acquisition of PPD in December 2021,the clinical research business has continued to play a leading role in supportingthe clinical trials for COVID-19 vaccines and therapies.These positive impacts are expected to continue at much lower levels in 2024 a

188、s customer testing as well astherapy and vaccine demand declines.Sales of products related to COVID-19 testing were$0.03 billion and$0.14 billion in the first quarter of 2024 and 2023,respectively.During the first quarter of 2024,revenues from pharma and biotech customers declined due to reduced dem

189、and for our products and services that support COVID-19 vaccines and therapies as well as a challenging macroeconomic environment and low economic activity in China,partially offset through strong commercialexecution.Revenues in the academic and government as well as the industrial and applied marke

190、ts declined due to strong shipments of analytical instruments tocustomers in these markets in the first quarter of 2023 as we fulfilled backlog that had been caused by pandemic-related supply chain disruptions.The diagnosticsand healthcare market declined due to decreased demand for COVID-19 testing

191、 products.During the first quarter of 2024,sales growth in all major regionsdeclined due to decreased demand for COVID-19 related products,as well as a challenging macroeconomic environment and low economic activity in China.Contributions to organic revenue during the first quarter of 2024 from the

192、Specialty Diagnostics segment was more than offset by declines in the Life SciencesSolutions,Laboratory Products and Biopharma Services and Analytical Instruments segments.The company continues to execute its proven growth strategy which consists of three pillars:High-impact innovation,Our trusted p

193、artner status with customers,andOur unparalleled commercial engine.GAAP operating income margin and adjusted operating income margin increased in the first quarter of 2024 due primarily to exceptionally strong productivityimprovements,partially offset by unfavorable business mix and strategic invest

194、ments.GAAP operating income margin in the first quarter of 2023 was alsoimpacted by restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations.The companys references to strategic investments generally refer to targeted spendin

195、g for enhancing commercial capabilities,including expansion of geographicsales reach and e-commerce platforms,marketing initiatives,expanded service and operational infrastructure,research and development projects and otherexpenditures to enhance the customer experience,as well as incentive compensa

196、tion and recognition for employees.The companys references throughout thisdiscussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement(PPI)business system includingreduced costs resulting from implementing continuous improvement methodo

197、logies,global sourcing initiatives,a lower cost structure following restructuringactions including headcount reductions and consolidation of facilities,and low cost region manufacturing.Notable Recent AcquisitionsOn January 3,2023,the company acquired,within the Specialty Diagnostics segment,The Bin

198、ding Site Group,a U.K.-based provider of specialty diagnostic assaysand instruments to improve the diagnosis and management of blood cancers and immune system disorders.The acquisition expands the segments portfolio with theaddition of pioneering innovation in diagnostics and monitoring for multiple

199、 myeloma.On August 14,2023,the company acquired,within the Laboratory Products and Biopharma Services segment,CorEvitas,LLC,a U.S.-based provider ofregulatory-grade,real-world evidence for approved medical treatments and therapies.The acquisition expands the segments portfolio with the addition of h

200、ighlycomplementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.22THERMO FISHER SCIENTIFIC INC.Segment ResultsThe companys management evaluates segment operating performance using operating income before certain charges/credits as defined

201、in Note 4 to theConsolidated Financial Statements of the companys Annual Report on Form 10-K for 2023.Accordingly,the following segment data are reported on this basis.Three months endedMarch 30,April 1,(Dollars in millions)20242023RevenuesLife Sciences Solutions$2,285$2,612 Analytical Instruments1,

202、687 1,723 Specialty Diagnostics1,109 1,108 Laboratory Products and Biopharma Services5,723 5,763 Eliminations(460)(496)Consolidated revenues$10,345$10,710 Life Sciences SolutionsThree months endedOrganic(non-GAAP measure)(Dollars in millions)March 30,2024April 1,2023TotalChangeCurrencyTranslationAcq

203、uisitions/DivestituresRevenues$2,285$2,612(13)%0%0%(12)%Segment income840 836 1%Segment income margin36.8%32.0%4.8 ptThe decrease in organic revenues in the first quarter of 2024 was primarily due to moderation in COVID-19 related revenue,as well as lower levels of activity inthe bioproduction busin

204、ess.The increase in segment income margin resulted primarily from exceptionally strong productivity improvements and strong pricingrealization,partially offset by unfavorable volume pull-through.Analytical InstrumentsThree months endedOrganic(non-GAAP measure)(Dollars in millions)March 30,2024April

205、1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$1,687$1,723(2)%(1)%0%(1)%Segment income400 421(5)%Segment income margin23.7%24.4%(0.7)ptThe decrease in organic revenues in the first quarter of 2024 was primarily due to the impact of strong instrument shipments in the first quar

206、ter of 2023,largelyoffset by very strong growth in the electron microscopy business.The decrease in segment income margin resulted primarily from unfavorable business mix andstrategic investments,partially offset by strong productivity improvements.Specialty DiagnosticsThree months endedOrganic(non-

207、GAAP measure)(Dollars in millions)March 30,2024April 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$1,109$1,108 0%0%0%0%Segment income294 280 5%Segment income margin26.5%25.3%1.2 ptOrganic revenues in the first quarter of 2024 were flat when compared to the first quarter of 20

208、23,with strong underlying growth in the transplant diagnostics,immunodiagnostics,and healthcare market channel businesses,offset by decreased demand for products addressing diagnosis of COVID-19.The increase insegment income margin was due to favorable business mix and good productivity improvements

209、,partially offset by strategic investments.23THERMO FISHER SCIENTIFIC INC.Laboratory Products and Biopharma ServicesThree months endedOrganic(non-GAAP measure)(Dollars in millions)March 30,2024April 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$5,723$5,763(1)%0%0%(1)%Segment

210、income744 793(6)%Segment income margin13.0%13.8%(0.8)ptThe decrease in organic revenues in the first quarter of 2024 was primarily due to decreased demand in COVID-19 vaccines and therapies,partially offset by stronggrowth in the clinical research business.The decrease in segment income margin was p

211、rimarily due to unfavorable business mix and strategic investments,partiallyoffset by strong productivity improvements.Non-operating ItemsThree months endedMarch 30,April 1,(Dollars and shares in millions)20242023Net interest expense$84$154 GAAP other income/(expense)10(46)Adjusted other income/(exp

212、ense)(non-GAAP measure)(1)GAAP tax rate17.7%3.4%Adjusted tax rate(non-GAAP measure)10.5%10.0%Weighted average diluted shares384 388 Net interest expense(interest expense less interest income)decreased due primarily to higher cash,and cash equivalents and short-term investments balances,aswell as hig

213、her interest rates on these balances when compared to the first quarter of 2023.In the first quarter of 2024 and 2023,the companys net interest expensewas reduced by approximately$65 million and$17 million,respectively,as a result of its interest rate swap and cross-currency interest rate swap arran

214、gements(Note 10).GAAP other income/(expense)and adjusted other income/(expense)includes currency transaction gains/losses on non-operating monetary assets and liabilities,andnet periodic pension benefit cost/income,excluding the service cost component.GAAP other income/(expense)in the first quarter

215、of 2024 and 2023 also includes$10 million and$(43)million,respectively,of net gains/(losses)on investments.The companys GAAP tax rate increased in the first quarter of 2024 compared to 2023 due to$176 million of expense,net,primarily for a provision associated witha tax audit recorded in the first q

216、uarter of 2024.The companys 2024 and 2023 GAAP and adjusted tax rates were also impacted by$102 million and$144 million,respectively,of tax benefits resulting from capital losses generated as part of intra-entity transactions(Note 5).The effective tax rates in both 2024 and 2023 were also affected b

217、y relatively significant earnings in lower tax jurisdictions.Due primarily to the non-deductibilityof intangible asset amortization for tax purposes,the companys cash payments for income taxes are higher than its income tax expense for financial reportingpurposes and are expected to total approximat

218、ely$1.60 billion in 2024.The company expects its GAAP effective tax rate in 2024 will be between 9%and 11%based on currently forecasted rates of profitability in the countries in whichthe company conducts business and expected generation of foreign tax credits.The effective tax rate can vary signifi

219、cantly from period to period as a result ofdiscrete income tax factors and events.The company expects its adjusted tax rate will be approximately 10.5%in 2024.The company has operations and a taxable presence in approximately 70 countries outside the U.S.Some of these countries have lower tax rates

220、than the U.S.Thecompanys 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 thestatutory tax rates in those countries.Based on the dispersion of the companys non-U.S.income tax provision among many countr

221、ies,the company believes that achange in the statutory tax rate in any individual country is not likely to materially affect the companys income tax provision or net income,aside from anyresulting one-time adjustment to the companys deferred tax balances to reflect a new rate.Weighted average dilute

222、d shares decreased in 2024 compared to 2023 due to share repurchases,net of option dilution.Liquidity and Capital ResourcesThe companys proven growth strategy has enabled it to generate free cash flow as well as access the capital markets.The company deploys its capital primarily viamergers and acqu

223、isitions and secondarily via share buybacks and dividends.24THERMO FISHER SCIENTIFIC INC.(In millions)March 30,2024December 31,2023Cash and cash equivalents$5,499$8,077 Short-term investments1,751 3 Total debt35,608 34,917 Approximately half of the companys cash balances and cash flows from operatio

224、ns are from outside the U.S.The company uses its non-U.S.cash for needs outsideof the U.S.including acquisitions,capacity expansion,and repayment of third-party foreign debt by foreign subsidiaries.In addition,the company also transferscash to the U.S.using non-taxable intercompany transactions,incl

225、uding loans and returns of capital,as well as dividends where the related U.S.dividend receiveddeduction 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 notexpect any material adverse liquidity eff

226、ects from its significant non-U.S.cash balances for the foreseeable future.The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under itsrevolving credit agreement will be sufficient to meet the cash requ

227、irements of its existing businesses for the foreseeable future,including at least the next 24months.As of March 30,2024,the companys short-term obligations and current maturities of long-term obligations totaled$4.45 billion.The company has a revolvingcredit facility with a bank group that provides

228、up to$5.00 billion of unsecured multi-currency revolving credit(Note 7).If the company borrows under this facility,it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are notavailable.As of March 30,

229、2024,no borrowings were outstanding under the companys revolving credit facility,although available capacity was reduced byimmaterial outstanding letters of credit.Three months ended(In millions)March 30,2024April 1,2023Net cash provided by operating activities$1,251$729 Net cash used in investing a

230、ctivities(2,030)(3,142)Net cash used in financing activities(1,821)(2,593)Free cash flow(non-GAAP measure)908 277 Operating ActivitiesDuring the first three months of 2024,cash provided by income was offset in part by investments in working capital.Changes in other assets and other liabilitiesused c

231、ash of$0.57 billion primarily due to the timing of payments for compensation and income taxes.Cash payments for income taxes were$0.65 billion duringthe first three months of 2024.During the first three months of 2023,cash provided by income was offset in part by investments in working capital.Chang

232、es in other assets and other liabilitiesused cash of$1.31 billion primarily due to the timing of payments for compensation and income taxes.Cash payments for income taxes were$0.57 billion duringthe first three months of 2023.Investing ActivitiesDuring the first three months of 2024,purchases of sho

233、rt-term investments used cash of$1.76 billion.The companys investing activities also included purchases of$0.35 billion of property,plant and equipment for capacity and capability investments.During the first three months of 2023,the acquisition of The Binding Site Group used cash of$2.70 billion.Th

234、e companys investing activities also includedpurchases of$0.46 billion of property,plant and equipment for capacity and capability investments.The company expects that for all of 2024,expenditures for property,plant and equipment,net of disposals,will be between$1.3 billion and$1.5 billion.Financing

235、 ActivitiesDuring the first three months of 2024,issuance of debt provided$1.20 billion of cash.The companys financing activities also included the repurchase of$3.00billion of the companys common stock(5.5 million shares)and the payment of$0.14 billion in cash dividends.On November 14,2023,the Boar

236、d of Directorsannounced that it replaced the existing authorization to repurchase the companys common stock,of which$1.00 billion was remaining,with a new authorization torepurchase up to$4.00 billion of the companys common stock.All of the shares of common stock repurchased by the company during th

237、e first quarter of 2024were under this program.At May 3,2024,authorization remained for$1.00 billion of future repurchases of the companys common stock.25THERMO FISHER SCIENTIFIC INC.During the first three months of 2023,net commercial paper activity used cash of$0.50 billion.The companys financing

238、activities also included the repurchase of$3.00 billion of the companys common stock(5.2 million shares)and the payment of$0.12 billion in cash dividends.The companys commitments for purchases of property,plant and equipment,contractual obligations and other commercial commitments,including the agre

239、ementto acquire Olink(Note 2),did not change materially subsequent to March 30,2024.Non-GAAP MeasuresIn addition to the financial measures prepared in accordance with generally accepted accounting principles(GAAP),we use certain non-GAAP financial measuressuch as organic revenue growth,which is repo

240、rted revenue growth,excluding the impacts of revenues from acquired/divested businesses and the effects of currencytranslation.We report organic revenue growth because Thermo Fisher management believes that in order to understand the companys short-term and long-termfinancial trends,investors may wi

241、sh to consider the impact of acquisitions/divestitures and foreign currency translation on revenues.Thermo Fisher managementuses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to priorperiods.We report adju

242、sted operating income,adjusted operating margin,adjusted other income/(expense),adjusted tax rate,and adjusted EPS.We believe that the use ofthese non-GAAP financial measures,in addition to GAAP financial measures,helps investors to gain a better understanding of our core operating results and futur

243、eprospects,consistent with how management measures and forecasts the companys core operating performance,especially when comparing such results to previousperiods,forecasts,and to the performance of our competitors.Such measures are also used by management in their financial and operating decision-m

244、aking and forcompensation 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-relatedcosts,including changes in estimates of contingent ac

245、quisition-related consideration,and other costs associated with obtaining short-term financingcommitments 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

246、-scale abandonments of product lines,such as reducing overhead and consolidatingfacilities.We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are notindicative of our normal operating costs.Equity in earnings/loss

247、es of unconsolidated entities;impairments of long-lived assets;and certain other gains and losses that are either isolated or cannotbe expected to occur again with any predictability,including gains/losses on investments,the sale of businesses,product lines,and real estate,significantlitigation-rela

248、ted matters,curtailments/settlements of pension plans,and the early retirement of debt.We exclude these items because they are outside ofour normal operations and/or,in certain cases,are difficult to forecast accurately for future periods.The expense associated with the amortization of acquisition-r

249、elated intangible assets because a significant portion of the purchase price for acquisitionsmay be allocated to intangible assets that have lives of up to 20 years.Exclusion of the amortization expense allows comparisons of operating results thatare consistent over time for both our newly acquired

250、and long-held businesses and with both acquisitive and non-acquisitive peer companies.The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events(such as changes in deferred taxes fromenacted tax rate/law changes),the latter of which we exclude b

251、ecause they are outside of our normal operations and difficult to forecast accurately forfuture 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 cashfor use in acquisitions and other in

252、vesting and financing activities.The company also uses this measure as an indication of the strength of the company.Free cashflow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deductedfrom the m

253、easure.The non-GAAP financial measures of the companys results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or asubstitute for the companys results of operations prepared in accordance with GAAP.Reconciliations of such non-GAAP financial measures

254、 to the most directlycomparable GAAP financial measures are set forth within the“Consolidated Results”and“Segment Results”sections and below.26THERMO FISHER SCIENTIFIC INC.Three months endedMarch 30,April 1,(Dollars in millions except per share amounts)20242023Reconciliation of adjusted operating in

255、comeGAAP operating income$1,663$1,563 Cost of revenues adjustments(a)15 41 Selling,general and administrative expenses adjustments(b)19 8 Restructuring and other costs(c)29 112 Amortization of acquisition-related intangible assets551 606 Adjusted operating income(non-GAAP measure)$2,278$2,330 Reconc

256、iliation of adjusted operating income marginGAAP operating income margin16.1%14.6%Cost of revenues adjustments(a)0.1%0.4%Selling,general and administrative expenses adjustments(b)0.2%0.1%Restructuring and other costs(c)0.3%1.0%Amortization of acquisition-related intangible assets5.3%5.7%Adjusted ope

257、rating income margin(non-GAAP measure)22.0%21.8%Reconciliation of adjusted other income/(expense)GAAP other income/(expense)$10$(46)Adjustments(d)(11)46 Adjusted other income/(expense)(non-GAAP measure)$(1)$Reconciliation of adjusted tax rateGAAP tax rate17.7%3.4%Adjustments(e)(7.2)%6.6%Adjusted tax

258、 rate(non-GAAP measure)10.5%10.0%Reconciliation of adjusted earnings per shareGAAP diluted earnings per share(EPS)attributable to Thermo Fisher Scientific Inc.$3.46$3.32 Cost of revenues adjustments(a)0.04 0.10 Selling,general and administrative expenses adjustments(b)0.05 0.02 Restructuring and oth

259、er costs(c)0.08 0.29 Amortization of acquisition-related intangible assets1.44 1.56 Other income/expense adjustments(d)(0.03)0.12 Provision for income taxes adjustments(e)0.13(0.44)Equity in earnings/losses of unconsolidated entities(0.06)0.06 Adjusted EPS(non-GAAP measure)$5.11$5.03 Reconciliation

260、of free cash flowGAAP net cash provided by operating activities$1,251$729 Purchases of property,plant and equipment(347)(458)Proceeds from sale of property,plant and equipment4 6 Free cash flow(non-GAAP measure)$908$277(a)Adjusted results in 2024 and 2023 exclude charges for inventory write-downs as

261、sociated with large-scale abandonment of product lines.Adjusted results in 2023 exclude$10million of charges for the sale of inventory revalued at the date of acquisition.(b)Adjusted results in 2024 and 2023 exclude certain third-party expenses,principally transaction/integration costs related to re

262、cent acquisitions,and charges/credits for changes inestimates of contingent acquisition consideration.(c)Adjusted results in 2024 and 2023 exclude restructuring and other costs consisting principally of severance,impairments of long-lived assets,abandoned facilities,and otherexpenses of headcount re

263、ductions and real estate consolidations.Adjusted results in 2023 also exclude$18 million of net charges for pre-acquisition litigation and other matters.(d)Adjusted results in 2024 and 2023 exclude net gains/losses on investments.(e)Adjusted results in 2024 and 2023 exclude incremental tax impacts f

264、or the reconciling items between GAAP and adjusted net income,incremental tax impacts as a result of taxrate/law changes,and the tax impacts from audit settlements.27THERMO FISHER SCIENTIFIC INC.Critical Accounting Policies and EstimatesManagements Discussion and Analysis and Note 1 to the Consolida

265、ted Financial Statements of the companys Annual Report on Form 10-K for 2023 describe thesignificant accounting estimates and policies used in preparation of the consolidated financial statements.There have been no significant changes in the companyscritical accounting policies during the first thre

266、e months of 2024.Recent Accounting PronouncementsA description of recently issued accounting standards is included under the heading“Recent Accounting Pronouncements”in Note 1.Item 3.Quantitative and Qualitative Disclosures About Market RiskThe companys exposure to market risk from changes in intere

267、st rates and currency exchange rates has not changed materially from its exposure discussed in thecompanys Annual Report on Form 10-K for the year ended December 31,2023.Item 4.Controls and ProceduresManagements Evaluation of Disclosure Controls and ProceduresThe companys management,with the partici

268、pation of the companys chief executive officer and chief financial officer,has evaluated the effectiveness of thecompanys 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 periodcovered by this report.Management reco

269、gnizes that any controls and procedures,no matter how well designed and operated,can provide only reasonable assuranceof achieving their objectives,and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Based on such evaluation

270、,the companys chief executive officer and chief financial officer concluded that,as of the end of such period,the companys disclosurecontrols and procedures were effective at the reasonable assurance level.Changes in Internal Control over Financial ReportingThere have been no changes in the companys

271、 internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)during the fiscalquarter ended March 30,2024,that have materially affected or are reasonably likely to materially affect the companys internal control over financial reporting.PART II OTHER INFORMATIONI

272、tem 1.Legal ProceedingsThere are various lawsuits and claims against the company involving product liability,intellectual property,employment and commercial issues.See Note 8 to ourCondensed Consolidated Financial Statements under the heading“Commitments and Contingencies.”Item 1A.Risk FactorsThe ri

273、sks that we believe are material to our investors are discussed in the companys Annual Report on Form 10-K for the year ended December 31,2023 under thecaption“Risk Factors,”which is on file with the SEC.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsIssuer Purchases of Equity Sec

274、uritiesA summary of the share repurchase activity for the companys first quarter of 2024 follows:PeriodTotal number ofshares purchasedAverage pricepaid per share(1)Total number ofshares purchasedas part of publiclyannounced plansor programs(2)Maximum dollar amountof shares that may yet bepurchased u

275、nder the plansor programs(1)(2)(in millions)Fiscal January(Jan.1-Feb.3)5,523,139$543.17 5,523,139$1,000 Fiscal February(Feb.4-Mar.2)1,000 Fiscal March(Mar.3-Mar.30)1,000 Total first quarter5,523,139$543.17 5,523,139$1,000 28THERMO FISHER SCIENTIFIC INC.(1)Amounts exclude excise taxes and other trans

276、action costs.(2)On November 14,2023,the Board of Directors announced that it replaced the existing authorization to repurchase the companys common stock,of which$1.00 billion wasremaining,with a new authorization to repurchase up to$4.00 billion of the companys common stock.All of the shares of comm

277、on stock repurchased by the company duringthe first quarter of 2024 were under this program.Item 5.Other InformationDirector and Officer Trading ArrangementsOn February 12,2024,Stephen Williamson,our senior vice president and chief financial officer,adopted a trading plan intended to satisfy the con

278、ditions underRule 10b5-1(c)of the Exchange Act.Mr.Williamsons plan is for the exercise of vested stock options and the associated sale of up to 21,925 shares of companycommon stock through February 26,2025.The foregoing exercises or sales will be made in accordance with the prices and formulas set f

279、orth in the plan and suchplan terminates on the earlier of the date all the shares under the plan are sold and February 27,2025.On March 14,2024,Gianluca Pettiti,our executive vice president,adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c)of the ExchangeAct.Mr.Pettitis

280、plan is for the sale of up to 1,200 shares of company common stock through April 28,2025.The foregoing sales will be made in accordance withthe prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and April 30,2025.Item

281、6.ExhibitsExhibitNumberDescription of Exhibit10.1Form of Thermo Fisher Scientific Inc.s Performance Restricted Stock Unit Agreement effective as of February 21,2024.*10.2Form of Thermo Fisher Scientific Inc.s Restricted Stock Unit Agreement effective as of February 21,2024.*10.3Form of Thermo Fisher

282、 Scientific Inc.s Nonstatutory Stock Option Agreement effective as of February 21,2024.*10.4Form of Thermo Fisher Scientific Inc.s Performance Nonstatutory Stock Option Agreement effective as of February 21,2024.*10.5Form of Thermo Fisher Scientific Inc.s Performance Restricted Stock Unit Agreement

283、between Thermo Fisher Scientific Inc.and Marc N.Casper effective as ofFebruary 21,2024.*10.6Form of Thermo Fisher Scientific Inc.s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.and Marc N.Casper effective as of February21,2024.*10.7Form of Thermo Fisher Scientific Inc.s Pe

284、rformance Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.and Marc N.Casper effectiveas of February 21,2024.*31.1Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a)and 15d-14(a),as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002

285、.31.2Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a)and 15d-14(a),as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.32.1Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b)and 15d-14(b),as adopted pursuant to Section 90

286、6 of the Sarbanes-Oxley Actof 2002.*32.2Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b)and 15d-14(b),as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.*101.INSXBRL Instance Document-the instance document does not appear in the Interactive Data File

287、 because its XBRL tags are embedded within the Inline XBRLdocument.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 Linkba

288、se Document.104Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101).The Registrant agrees,pursuant to Item 601(b)(4)(iii)(A)of Regulation S-K,to furnish to the Commission,upon request,a copy of each instrument with respect tolong-term debt of the Registrant or its

289、consolidated subsidiaries._*Indicates management contract or compensatory plan,contract or arrangement.*Certification is not deemed“filed”for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.Such certification is not deemed to beincorporated by referen

290、ce into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.29SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by

291、the undersigned,thereunto duly authorized.Date:May 3,2024THERMO FISHER SCIENTIFIC INC./s/Stephen WilliamsonStephen WilliamsonSenior Vice President and Chief Financial Officer/s/Joseph R.HolmesJoseph R.HolmesVice President and Chief Accounting Officer30Exhibit 10.1THERMO FISHER SCIENTIFIC INC.PERFORM

292、ANCE RESTRICTED STOCK UNIT AGREEMENTThis Performance-based Restricted Stock Unit Agreement(the“Agreement”)is made as of the Award Date set forth below between ThermoFisher Scientific Inc.,a Delaware corporation(the“Company”),and the Participant named below.Notice of AwardName of participant(the“Part

293、icipant”):Award date(“Award Date”):Number of shares of the Companys Common Stock subject to thisAward(“Shares”):Vesting Schedule:Vesting date(“Vesting Date”):Number of RSUs that vest:See Schedule AExcept as otherwise provided in this Agreement,all vesting is dependent on the Participant remaining an

294、 Eligible Participant(as defined inExhibit A)through the applicable Vesting Date.This Agreement includes this Notice of Award and the following Exhibits,which are expressly incorporated by reference in their entiretyherein:Exhibit A General Terms and ConditionsSchedule A:Vesting Schedule for Perform

295、ance-based Restricted Stock UnitsExhibit B Country Addendum(for Participants in all non-U.S.countries)This Agreement must be accepted on the final page below.Exhibit 10.1EXHIBIT AGENERAL TERMS AND CONDITIONS1.Award of Restricted Stock Units.This Agreement(including the Notice of Award and,for Partic

296、ipants that work and/or reside outside of the U.S.,the CountryAddendum attached hereto as Exhibit B)sets forth the terms and conditions of an award on the Award Date set forth in the Notice ofAward,by the Company to the Participant of that number of restricted stock units of the Company set forth in

297、 the Notice of Award(individually,an“RSU”and collectively,the“RSUs”or the“Award”).Each RSU represents the right to receive one share of commonstock,$1.00 par value,of the Company(“Common Stock”)pursuant to the terms,conditions and restrictions set forth in this Agreementand in the Companys Amended a

298、nd Restated 2013 Stock Incentive Plan,as from time to time amended(the“Plan”).The number ofRSUs set forth in the Notice of Award is referred to as the“Target Award.”Capitalized terms used in this Agreement and not otherwisedefined shall have the same meaning as in the Plan.2.Vesting Schedule.Except

299、as otherwise provided in paragraphs(b)through(e)of Section 3 and the Plan,the RSUs shall vest in accordance with theVesting Schedule set forth in the Notice of Award and Schedule A below,provided that on each Vesting Date set forth in the Notice ofAward,the Participant is,and has been at all times s

300、ince the Award Date,providing service as(as applicable)an employee,officer ordirector of,or consultant or advisor to,the Company(or a Subsidiary or Affiliate)(an“Eligible Participant”).For the avoidance ofdoubt,“service”shall mean(i)if the Participant is an employee of the Company(or a Subsidiary or

301、 Affiliate)on the Award Date,onlyservice as an employee,and(ii)if the Participant is a consultant,advisor or other non-employee service provider of the Company(or aSubsidiary or Affiliate)on the Award Date,service only in such position.Unless otherwise determined by the Administrator,aParticipant sh

302、all cease to be an Eligible Participant upon a change in the employment or service relationship(e.g.a change fromemployee to a consultant).3.Additional Vesting Provisions.(a)Termination of Relationship with the Company.In the event that the Participant ceases to be an Eligible Participant forany rea

303、son other than those set forth in paragraphs(b)through(e)below before the final Vesting Date(as defined in Schedule A),theRSUs that have not previously vested shall be immediately forfeited to the Company.(b)Death or Disability.In the event that the Participants service with the Company(or a Subsidi

304、ary or Affiliate)isterminated by reason of death or employment with the Company(or a Subsidiary or Affiliate)is terminated by reason of Disability afterthe Performance Certification Date(as defined in Schedule A)but prior to the final Vesting Date,then all unvested RSUs(based on thenumber of RSUs de

305、termined on the Performance Certification Date to be eligible to be received)shall vest 100%upon the date of suchtermination due to death or Disability.Exhibit 10.1(c)Change in Control Event.In the event that the Participants employment or service is terminated by the Company(or aSubsidiary or Affil

306、iate)due to a Qualifying Termination(as defined in Section 5(e)below)within 18 months after a Change in ControlEvent that occurs prior to the Performance Certification Date,then all unvested RSUs(based on the number of RSUs determined to beeligible to be received assuming the last day of the perform

307、ance period was the last day of the fiscal quarter immediately prior to theChange in Control Event)shall vest immediately upon such Qualifying Termination(without regard to performance for any periodsfollowing the last day of the fiscal quarter immediately prior to the Change in Control Event),provi

308、ded that the CompensationCommittee of the Board of Directors has certified the achievement of the performance conditions.In the event of such termination on orafter the Performance Certification Date but before the final Vesting Date,then all unvested RSUs(based on the number of RSUsdetermined on th

309、e Performance Certification Date to be eligible to be received,as adjusted pursuant to any applicable provisions ofSchedule A)shall vest upon the date of such termination.(d)Retirement.If the Participant Retires from the Company(or a Subsidiary or Affiliate)after the later of(i)thePerformance Certif

310、ication Date or(ii)the second anniversary of the Award Date,then nevertheless the Participant shall become vestedin the remaining RSUs to be delivered(calculated based on the units earned as of the Performance Certification Date,as adjustedpursuant to any applicable provisions of Schedule A).(e)Disc

311、harge for Cause.In the event that the Participant is discharged by the Company(or a Subsidiary or Affiliate)forCause,all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 4 below shall terminateimmediately upon the effective date of such discharge.The Particip

312、ant shall be considered to have been discharged for Cause if theCompany determines,within thirty(30)days after the Participants resignation,that discharge for Cause was warranted.4.Delivery of Shares.(a)Except as provided in(b)below,the Company shall deliver the Shares that become issuable pursuant

313、to an RSU withinthe sixty(60)day period following the date the RSUs vest pursuant to Sections 2 or 3 above,but in no event later than the last day of theperiod specified in Treas.Reg.section 1.409A-1(b)(4)(i)(A).(b)In the event that the Participant Retires under the conditions of Section 3(d)above,t

314、he Company shall deliver the Sharesthat become issuable pursuant to an RSU,to the extent not previously delivered,within the sixty(60)day period following the date suchRSUs would have vested had the Participant remained employed with the Company.(c)The Company shall not be obligated to deliver Share

315、s to the Participant unless the issuance and delivery of such Sharesshall comply with all relevant provisions of law and other legal requirements including,without limitation,any applicable federal,stateor foreign securities or exchange control laws and the requirements of any stock exchange upon wh

316、ich shares of Common Stock maythen be listed.5.Meaning and Use of Certain Terms.For purposes of this Agreement,Exhibit 10.1(a)“Cause”means the willful engagement in illegal conduct or gross misconduct which is materially and demonstrablyinjurious to the Company(or a Subsidiary or Affiliate).For purp

317、oses of the foregoing,no act or failure to act by the Participant shall beconsidered“willful”unless it is done or omitted to be done,in bad faith and without reasonable belief that the Participants action oromission was in the best interests of the Company(or a Subsidiary or Affiliate).(b)“Change in

318、 Control Event”has the meaning ascribed to it in the Plan.(c)“Disability”or“Disabled.”A Participant shall be deemed to be disabled at such time as the Participant is receivingdisability benefits under the Companys(or a Subsidiarys or Affiliates)long term disability coverage,as then in effect;provide

319、dhowever that the Participant shall not be treated as Disabled unless the disability is described under Section 409A of the Code.(d)“Good Reason”has the meaning ascribed to it in the Plan.(e)“Qualifying Termination.”A Participant has a Qualifying Termination if the Participants employment or service

320、 isterminated by the Company(or a Subsidiary or Affiliate)without Cause or by the Participant for Good Reason and such terminationresults in a separation from service under Section 409A of the Code.(f)“Retire”or“Retirement.”For the purposes of this Agreement,the Participant shall be deemed to have“r

321、etired”(i)in theevent of a non-employee director of the Company,when the Participant ceases to be a director of the Company or(ii)in the event of anemployee of the Company(or a Subsidiary or Affiliate),upon the Participants resignation from employment with the Company(or aSubsidiary or Affiliate)eit

322、her(A)after the age of fifty-five(55)and the completion of ten(10)continuous years of service to theCompany(or a Subsidiary or Affiliate)comprising at least twenty(20)hours per week or(B)after the age of sixty(60)and thecompletion of five(5)continuous years of service to the Company(or a Subsidiary

323、or Affiliate)comprising at least twenty(20)hoursper week.For purposes of this Agreement and for the sake of clarity,subject to execution of a release of claims in a form acceptable tothe Company,a termination of employment initiated by the Company(or a Subsidiary or Affiliate),that is not a“terminat

324、ion for Cause”may,to the extent permitted by the Company in its sole discretion,be recharacterized as a voluntary termination by reason ofRetirement,in which case the Participant shall not be entitled to receive any severance or other benefits that would have otherwise beenprovided by the Company(or

325、 a Subsidiary or Affiliate)to the Participant pursuant to any agreement between the Company(or aSubsidiary or Affiliate)and the Participant or any Company policy.Any determination concerning eligibility for Retirement shall bemade by the Administrator in its sole discretion.(g)“Subsidiary”or“Affilia

326、te”has the meaning ascribed to it in the Plan,and shall for the avoidance of doubt include anysuch entity only so long as the Company maintains a controlling interest in such entity.6.Restrictions on Transfer.Exhibit 10.1The Participant shall not sell,assign,transfer,pledge,hypothecate,or otherwise

327、dispose of,by operation of law or otherwise(collectively“transfer”)any RSUs,or any interest therein,except by will or the laws of descent and distribution.7.Provisions of the Plan.This Agreement is subject to the provisions of the Plan,a copy of which is furnished to the Participant with this Agreem

328、ent.8.Dividends;Other Corporate Transactions.(a)If at any time during the period between the Performance Certification Date and the date that Shares are delivered afterthe RSU vests,the Company pays a dividend or other distribution with respect to its Common Stock,including without limitation adistr

329、ibution of shares of the Companys stock by reason of a stock dividend,stock split or otherwise,then on the date the Shares issuableupon vesting of the RSU are delivered,the Company shall pay the Participant,at the time of delivery of Shares pursuant to Section 4,the dividend or other distribution th

330、at would have been paid on such Shares if the Participant had owned such Shares during the periodbeginning on the Performance Certification Date and ending on the respective delivery date.No dividend or other distribution shall bepaid with respect to RSUs that are forfeited.(b)In the event of a Reor

331、ganization Event,then the rights of the Company under this Agreement and all other terms of thisAgreement(including without limitation vesting provisions)shall inure to the benefit of the Companys successor and shall apply to thecash,securities,or other property which the Common Stock was converted

332、into or exchanged for pursuant to such Reorganization Eventin the same manner and to the same extent as they applied to the Shares.Such cash,securities,or other property shall be delivered orpaid at the time provided in Section 4,except that payments in connection with the liquidation of the Company

333、 shall be made only aspermitted under Section 409A of the U.S.Internal Revenue Code of 1986,as amended(the“Code”).(c)Except as set forth in Section 8(a)or(b)above and in the Plan,neither the Participant nor any person claiming under orthrough the Participant shall be,or have any rights or privileges of,a stockholder of the Company in respect of the Shares issuablepursuant to the RSUs granted hereu