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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
Delaware1-800204-2209186
(State of incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueTMONew York Stock Exchange
0.750% Notes due 2024TMO 24ANew York Stock Exchange
0.125% Notes due 2025TMO 25BNew York Stock Exchange
2.000% Notes due 2025TMO 25New York Stock Exchange
3.200% Notes due 2026TMO 26BNew York Stock Exchange
1.400% Notes due 2026TMO 26ANew York Stock Exchange
1.450% Notes due 2027TMO 27New York Stock Exchange
1.750% Notes due 2027TMO 27BNew York Stock Exchange
0.500% Notes due 2028TMO 28ANew York Stock Exchange
1.375% Notes due 2028TMO 28New York Stock Exchange
1.950% Notes due 2029TMO 29New York Stock Exchange
0.875% Notes due 2031TMO 31New York Stock Exchange
2.375% Notes due 2032TMO 32New York Stock Exchange
3.650% Notes due 2034TMO 34New York Stock Exchange
2.875% Notes due 2037TMO 37New York Stock Exchange
1.500% Notes due 2039TMO 39New York Stock Exchange
1.875% Notes due 2049TMO 49New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 2.02    Results of Operations and Financial Condition

On January 31, 2024, the Registrant announced its financial results for the fiscal quarter and year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information contained in this report and exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

99.1 Press Release dated January 31, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THERMO FISHER SCIENTIFIC INC.
Date:January 31, 2024By:/s/ Joseph R. Holmes
Joseph R. Holmes
Vice President and Chief Accounting Officer

3


Exhibit 99.1
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News

FOR IMMEDIATE RELEASE
Media Contact Information:
Sandy Pound
Investor Contact Information:
Rafael Tejada
Thermo Fisher ScientificThermo Fisher Scientific
Phone: 781-622-1223Phone: 781-622-1356
E-mail: sandy.pound@thermofisher.comE-mail: rafael.tejada@thermofisher.com



Thermo Fisher Scientific Reports Fourth Quarter 2023 Results


WALTHAM, Mass. (January 31, 2024) – Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today reported its financial results for the fourth quarter and full year ended December 31, 2023.

Fourth Quarter and Full Year 2023 Highlights

Fourth quarter revenue was $10.89 billion, 5% lower versus the same quarter last year. Core organic revenue growth declined 4%.
Fourth quarter GAAP diluted EPS was $4.20, 5% higher versus the same quarter last year, driven by 70 basis points of operating margin expansion.
Fourth quarter adjusted EPS was $5.67, 5% higher versus the same quarter last year, driven by 100 basis points of adjusted operating margin expansion.

Full year revenue was $42.86 billion, 5% lower versus prior year. Core organic revenue growth was 1%.
Full year GAAP diluted earnings per share (EPS) was $15.45.
Full year adjusted EPS was $21.55.

During the year, we strengthened our industry leadership, advanced our trusted partner status with our customers, and delivered differentiated financial performance for our shareholders due to strong execution by our global team enabled by our PPI Business System.

Advanced our proven growth strategy, launching a range of high-impact, innovative new products during the year, highlighted by the groundbreaking Thermo Scientific™ Orbitrap™ Astral™ mass spectrometer, the Applied Biosystems™ QuantStudio™ Absolute Q™ AutoRun dPCR System, the Thermo Scientific™ Metrios™ 6 S/TEM, the first FDA-cleared assays for risk assessment and clinical management of preeclampsia, and the Gibco™ CTS™ Detachable Dynabeads™. During the quarter, we launched the Thermo Scientific™ Meridian™ EX System, an electron-beam-based solution for precise defect localization in advanced logic semiconductors and the Thermo Scientific™ Aquanex™ Ultrapure Water Purification System, for reliable water purity and operational enhancement in laboratories.

Continued to further strengthen our industry-leading commercial engine and deepen our trusted partner status during the year, as demonstrated by our differentiated performance in 2023. This included the addition of a new customer excellence center in Europe, partnering and collaborating with customers on innovative new medicines, and leveraging




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digital tools to further optimize commercial effectiveness and improve the customer experience. During the fourth quarter, we opened a customer experience center for battery manufacturing in Seoul to support our material science customers as they accelerate the development of the next generation of environmentally friendly energy solutions.

Strong year advancing our corporate social responsibility (CSR) priorities. We accelerated our net-zero roadmap with on-site solar projects and power purchase agreements across the Americas, Europe and Asia Pacific regions, advancing our progress toward our target of utilizing 80% renewable electricity globally by 2030. We also progressed our global health equity initiatives by offering expanded access to advanced genomic testing in low- and middle-income countries and launched new initiatives to continue bringing clinical trials to historically underserved patient populations. We further engaged in supporting local communities through our colleague-led STEM education programs.

Continued to successfully execute our capital deployment strategy in 2023. During the year we completed the acquisitions of The Binding Site, a leading provider for detection and monitoring of multiple myeloma, and CorEvitas, a leading provider of regulatory-grade, real-world evidence for approved medical treatments and therapies. We also announced an agreement to acquire Olink Holding AB (publ) (“Olink”) (Nasdaq: OLK), a leading solution for advanced proteomics discovery and development. Additionally, we returned $3.5 billion of capital to shareholders through stock buybacks and dividends.

“Thanks to the strong contributions from our team, we delivered differentiated performance in 2023 and enabled our customers’ success,” said Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher Scientific. “We effectively navigated the challenging macroeconomic conditions by leveraging our PPI Business System to deliver strong financial results.”

Casper added, “Our proven growth strategy, capital deployment approach, and PPI Business System, continue to position our company for an even brighter future.”


Fourth Quarter 2023

Revenue for the quarter declined 5% to $10.89 billion in 2023, versus $11.45 billion in 2022. Organic revenue was 7% lower, Core organic revenue growth declined 4%, and COVID-19 testing revenue was $0.05 billion.

GAAP Earnings Results

GAAP diluted EPS in the fourth quarter of 2023 was $4.20, versus $4.01 in the same quarter last year. GAAP operating income for the fourth quarter of 2023 was $1.85 billion, compared with $1.86 billion in the year-ago quarter. GAAP operating margin was 17.0%, compared with 16.3% in the fourth quarter of 2022.







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Non-GAAP Earnings Results

Adjusted EPS in the fourth quarter of 2023 was $5.67, versus $5.40 in the fourth quarter of 2022. Adjusted operating income for the fourth quarter of 2023 was $2.55 billion, compared with $2.56 billion in the year-ago quarter. Adjusted operating margin was 23.4%, compared with 22.4% in the fourth quarter of 2022.

Full Year 2023

Revenue for the full year declined 5% to $42.86 billion in 2023, versus $44.92 billion in 2022. Organic revenue was 5% lower, Core organic revenue growth was 1%, and COVID-19 testing revenue was $0.33 billion.

GAAP Earnings Results

GAAP diluted EPS for the full year was $15.45, versus $17.63 in 2022. GAAP operating income for 2023 was $6.86 billion, compared with $8.39 billion a year-ago. GAAP operating margin was 16.0%, compared with 18.7% in 2022.

Non-GAAP Earnings Results

Adjusted EPS for the full year was $21.55, versus $23.24 in 2022. Adjusted operating income for the full year was $9.81 billion, compared with $10.99 billion a year-ago. Adjusted operating margin was 22.9%, compared with 24.5% in 2022.

Annual Guidance for 2024

Thermo Fisher is initiating a guidance range for full year 2024 with revenue of $42.1 billion to $43.3 billion and adjusted EPS of $20.95 to $22.00.

Use of Non-GAAP Financial Measures

Adjusted EPS, adjusted net income, adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth and Core organic revenue growth are non-GAAP measures that exclude certain items detailed after the tables that accompany this press release, under the heading “Supplemental Information Regarding Non-GAAP Financial Measures.” The reconciliations of GAAP to non-GAAP financial measures are provided in the tables that accompany this press release.

Conference Call

During the call, the company will discuss its financial performance, as well as future expectations. To listen, call (833) 470-1428 within the U.S. or (404) 975-4839 outside the U.S. The access code is 718426. You may also listen to the call live on the “Investors” section of our website, www.thermofisher.com. The earnings press release and related information can also be found in that section of our website under the heading “Financials”. A replay of the call will be available under “News, Events & Presentations” through Friday, February 16, 2024.





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About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing therapies, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD. For more information, please visit www.thermofisher.com.

Safe Harbor Statement

The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. 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 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 economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, including our pending acquisition of Olink, may not materialize as expected. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, which are on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings.” While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common shares or American Depositary Shares of Olink or any other securities, nor is it a substitute for the tender offer materials that Thermo Fisher or Orion Acquisition AB (the “Buyer”) has filed with the SEC. The terms and conditions of the tender offer are published in, and the offer to purchase common shares and American Depositary Shares of Olink is made only pursuant to, the offer document and related offer materials prepared by Thermo Fisher and the Buyer and is filed with the SEC in a tender offer statement on Schedule TO. In addition, Olink has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, AN ADS LETTER OF TRANSMITTAL, ACCEPTANCE FORM FOR SHARES AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF OLINK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY, AND NOT THIS DOCUMENT, GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY CONTAIN




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IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES AND AMERICAN DEPOSITARY SHARES.

The tender offer materials, including the offer to purchase, the related ADS letter of transmittal and acceptance form for shares and certain other tender offer documents, and the solicitation/recommendation statement and other documents filed with the SEC by Thermo Fisher or Olink, may be obtained free of charge at the SEC's website at www.sec.gov, at Olink’s website https://investors.olink.com/investor-relations, at Thermo Fisher's website at www.thermofisher.com or by contacting Thermo Fisher's investor relations department at 781-622-1111.

###



Condensed Consolidated Statements of Income (unaudited)
Three months ended
December 31,% ofDecember 31,% of
(Dollars in millions except per share amounts)2023Revenues2022Revenues
Revenues$10,886 $11,450 
Costs and operating expenses:
Cost of revenues (a)6,390 58.7 %6,715 58.6 %
Selling, general and administrative expenses (b)1,672 15.4 %1,836 16.0 %
Amortization of acquisition-related intangible assets563 5.2 %592 5.2 %
Research and development expenses327 3.0 %391 3.4 %
Restructuring and other costs (c)80 0.7 %55 0.5 %
Total costs and operating expenses9,032 83.0 %9,589 83.7 %
Operating income1,854 17.0 %1,861 16.3 %
Interest income309 150 
Interest expense(390)(269)
Other income/(expense) (d)(33)35 
Income before income taxes1,740 1,777 
Provision for income taxes (e)(133)(173)
Equity in earnings/(losses) of unconsolidated entities(1)(30)
Net income1,606 1,574 
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest(24)(2)
Net income attributable to Thermo Fisher Scientific Inc.$1,630 15.0 %$1,576 13.8 %
Earnings per share attributable to Thermo Fisher Scientific Inc.:
Basic$4.22 $4.03 
Diluted$4.20 $4.01 
Weighted average shares:
Basic387 391 
Diluted388 393 
Reconciliation of adjusted operating income and adjusted operating margin
GAAP operating income$1,854 17.0 %$1,861 16.3 %
Cost of revenues adjustments (a)22 0.2 %0.0 %
Selling, general and administrative expenses adjustments (b)31 0.3 %47 0.4 %
Restructuring and other costs (c)80 0.7 %55 0.5 %
Amortization of acquisition-related intangible assets563 5.2 %592 5.2 %
Adjusted operating income (non-GAAP measure)$2,550 23.4 %$2,560 22.4 %
Reconciliation of adjusted net income
GAAP net income attributable to Thermo Fisher Scientific Inc.$1,630 $1,576 
Cost of revenues adjustments (a)22 
Selling, general and administrative expenses adjustments (b)31 47 
Restructuring and other costs (c)80 55 
Amortization of acquisition-related intangible assets563 592 
Other income/expense adjustments (d)14 (46)
Provision for income taxes adjustments (e)(111)(138)
Equity in earnings/losses of unconsolidated entities30 
Noncontrolling interests adjustments (f)(27)— 
Adjusted net income (non-GAAP measure)$2,203 $2,121 
Reconciliation of adjusted earnings per share
GAAP diluted EPS attributable to Thermo Fisher Scientific Inc.$4.20 $4.01 
Cost of revenues adjustments (a)0.06 0.01 
Selling, general and administrative expenses adjustments (b)0.08 0.12 
Restructuring and other costs (c)0.20 0.14 
Amortization of acquisition-related intangible assets1.45 1.50 
Other income/expense adjustments (d)0.04 (0.11)
Provision for income taxes adjustments (e)(0.29)(0.35)
Equity in earnings/losses of unconsolidated entities0.00 0.08 
Noncontrolling interests adjustments (f)(0.07)0.00 
Adjusted EPS (non-GAAP measure)$5.67 $5.40 
Reconciliation of free cash flow
GAAP net cash provided by operating activities$3,723 $3,487 
Purchases of property, plant and equipment(405)(550)
Proceeds from sale of property, plant and equipment11 
Free cash flow (non-GAAP measure)$3,329 $2,943 



Business Segment InformationThree months ended
December 31,% ofDecember 31,% of
(Dollars in millions)2023Revenues2022Revenues
Revenues
Life Sciences Solutions$2,469 22.7 %$3,046 26.6 %
Analytical Instruments2,037 18.7 %1,878 16.4 %
Specialty Diagnostics1,105 10.2 %1,115 9.7 %
Laboratory Products and Biopharma Services5,719 52.5 %5,947 51.9 %
Eliminations(444)-4.1 %(536)-4.6 %
Consolidated revenues$10,886 100.0 %$11,450 100.0 %
Segment income and segment income margin
Life Sciences Solutions$895 36.2 %$1,040 34.1 %
Analytical Instruments587 28.8 %476 25.4 %
Specialty Diagnostics264 23.9 %208 18.6 %
Laboratory Products and Biopharma Services804 14.0 %836 14.1 %
Subtotal reportable segments2,550 23.4 %2,560 22.4 %
Cost of revenues adjustments (a)(22)-0.2 %(5)0.0 %
Selling, general and administrative expenses adjustments (b)(31)-0.3 %(47)-0.4 %
Restructuring and other costs (c)(80)-0.7 %(55)-0.5 %
Amortization of acquisition-related intangible assets(563)-5.2 %(592)-5.2 %
Consolidated GAAP operating income$1,854 17.0 %$1,861 16.3 %
(a) Adjusted results in 2023 exclude $19 of charges for the sale of inventory revalued at the date of acquisition. Adjusted results in 2023 also exclude $3 of accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. Adjusted results in 2022 exclude charges for inventory write-downs associated with large-scale abandonment of product lines.
(b) Adjusted results in 2023 and 2022 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.
(c) Adjusted results in 2023 and 2022 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges for environmental-related matters, abandoned facility, and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2023 also exclude $3 of gains on the sale of real estate. Adjusted results in 2022 also exclude $14 of gain on the sale of intellectual property.
(d) Adjusted results in 2023 and 2022 exclude net gains/losses on investments. Adjusted results in 2022 also exclude $67 of net gains on derivative instruments to address certain foreign currency risks.
(e) Adjusted results in 2023 and 2022 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements. Adjusted results in 2023 also exclude $14 of charges for pre-acquisition matters.
(f) Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.
Note:
Consolidated depreciation expense is $276 and $256 in 2023 and 2022, respectively.

Organic and Core organic revenue growthThree months ended
December 31, 2023
Revenue growth-5 %
Acquisitions%
Currency translation%
Organic revenue growth (non-GAAP measure) *-7 %
COVID-19 testing revenue-3 %
Core organic revenue growth (non-GAAP measure) *-4 %
* Results may not sum due to rounding.
Note:
For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.



Condensed Consolidated Statements of Income (unaudited)
Year ended
December 31,% ofDecember 31,% of
(Dollars in millions except per share amounts)2023Revenues2022Revenues
Revenues$42,857 $44,915 
Costs and operating expenses:
Cost of revenues (a)25,295 59.0 %25,415 56.6 %
Selling, general and administrative expenses (b)6,569 15.3 %7,127 15.9 %
Amortization of acquisition-related intangible assets2,338 5.5 %2,395 5.3 %
Research and development expenses1,337 3.1 %1,471 3.3 %
Restructuring and other costs (c)459 1.1 %114 0.3 %
Total costs and operating expenses35,998 84.0 %36,522 81.3 %
Operating income6,859 16.0 %8,393 18.7 %
Interest income879 272 
Interest expense(1,375)(726)
Other income/(expense) (d)(65)(104)
Income before income taxes6,298 7,835 
Provision for income taxes (e)(284)(703)
Equity in earnings/(losses) of unconsolidated entities(59)(172)
Net income5,955 6,960 
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest(40)10 
Net income attributable to Thermo Fisher Scientific Inc.$5,995 14.0 %$6,950 15.5 %
Earnings per share attributable to Thermo Fisher Scientific Inc.:
Basic$15.52 $17.75 
Diluted$15.45 $17.63 
Weighted average shares:
Basic386 392 
Diluted388 394 
Reconciliation of adjusted operating income and adjusted operating margin
GAAP operating income$6,859 16.0 %$8,393 18.7 %
Cost of revenues adjustments (a)95 0.2 %46 0.1 %
Selling, general and administrative expenses adjustments (b)59 0.1 %37 0.1 %
Restructuring and other costs (c)459 1.1 %114 0.3 %
Amortization of acquisition-related intangible assets2,338 5.5 %2,395 5.3 %
Adjusted operating income (non-GAAP measure)$9,810 22.9 %$10,985 24.5 %
Reconciliation of adjusted net income
GAAP net income attributable to Thermo Fisher Scientific Inc.$5,995 $6,950 
Cost of revenues adjustments (a)95 46 
Selling, general and administrative expenses adjustments (b)59 37 
Restructuring and other costs (c)459 114 
Amortization of acquisition-related intangible assets2,338 2,395 
Other income/expense adjustments (d)50 117 
Provision for income taxes adjustments (e)(645)(672)
Equity in earnings/losses of unconsolidated entities59 172 
Noncontrolling interests adjustments (f)(46)— 
Adjusted net income (non-GAAP measure)$8,364 $9,159 
Reconciliation of adjusted earnings per share
GAAP diluted EPS attributable to Thermo Fisher Scientific Inc.$15.45 $17.63 
Cost of revenues adjustments (a)0.24 0.12 
Selling, general and administrative expenses adjustments (b)0.15 0.09 
Restructuring and other costs (c)1.18 0.29 
Amortization of acquisition-related intangible assets6.03 6.07 
Other income/expense adjustments (d)0.13 0.30 
Provision for income taxes adjustments (e)(1.66)(1.70)
Equity in earnings/losses of unconsolidated entities0.15 0.44 
Noncontrolling interests adjustments (f)(0.12)0.00 
Adjusted EPS (non-GAAP measure)$21.55 $23.24 
Reconciliation of free cash flow
GAAP net cash provided by operating activities$8,406 $9,154 
Purchases of property, plant and equipment(1,479)(2,243)
Proceeds from sale of property, plant and equipment87 24 
Free cash flow (non-GAAP measure)$7,014 $6,935 



Business Segment InformationYear ended
December 31,% ofDecember 31,% of
(Dollars in millions)2023Revenues2022Revenues
Revenues
Life Sciences Solutions$9,977 23.3 %$13,532 30.1 %
Analytical Instruments7,263 16.9 %6,624 14.7 %
Specialty Diagnostics4,405 10.3 %4,763 10.6 %
Laboratory Products and Biopharma Services23,041 53.8 %22,511 50.1 %
Eliminations(1,829)-4.3 %(2,515)-5.5 %
Consolidated revenues$42,857 100.0 %$44,915 100.0 %
Segment income and segment income margin
Life Sciences Solutions$3,420 34.3 %$5,582 41.2 %
Analytical Instruments1,908 26.3 %1,507 22.8 %
Specialty Diagnostics1,124 25.5 %1,024 21.5 %
Laboratory Products and Biopharma Services3,358 14.6 %2,872 12.8 %
Subtotal reportable segments9,810 22.9 %10,985 24.5 %
Cost of revenues adjustments (a)(95)-0.2 %(46)-0.1 %
Selling, general and administrative expenses adjustments (b)(59)-0.1 %(37)-0.1 %
Restructuring and other costs (c)(459)-1.1 %(114)-0.3 %
Amortization of acquisition-related intangible assets(2,338)-5.5 %(2,395)-5.3 %
Consolidated GAAP operating income$6,859 16.0 %$8,393 18.7 %
(a) Adjusted results in 2023 and in 2022 exclude charges for the sale of inventories revalued at the date of acquisition and charges for inventory write-downs associated with large-scale abandonment of product lines. Adjusted results in 2023 also exclude $13 of accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.
(b) Adjusted results in 2023 and 2022 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.
(c) Adjusted results in 2023 and 2022 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges for environmental-related matters, abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2023 also exclude $26 of contract termination costs associated with facility closures, $19 of net charges for pre-acquisition litigation and other matters, and $11 of gains on the sale of real estate. Adjusted results in 2022 also exclude $14 of gain on the sale of intellectual property.
(d) Adjusted results in 2023 and 2022 exclude net gains/losses on investments. Adjusted results in 2022 also exclude $26 of losses on the early extinguishment of debt and $67 of net gains on derivative instruments to address certain foreign currency risks.
(e) Adjusted results in 2023 and 2022 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes and the tax impacts from audit settlements (including a $658 benefit from an audit settlement in 2022). Adjusted results in 2023 also exclude $14 of charges for pre-acquisition matters. Adjusted results in 2022 also exclude a $423 charge for the impact of deferred tax realizability assessments as a result of audit settlements.
(f) Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.
Note:
Consolidated depreciation expense is $1,068 and $986 in 2023 and 2022, respectively.

Organic and Core organic revenue growthYear ended
December 31, 2023
Revenue growth-5 %
Acquisitions%
Currency translation%
Organic revenue growth (non-GAAP measure) *-5 %
COVID-19 testing revenue-6 %
Core organic revenue growth (non-GAAP measure) *%
* Results may not sum due to rounding.
Note:
For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.



Condensed Consolidated Balance Sheets (unaudited)
December 31,December 31,
(In millions)20232022
Assets
Current assets:
Cash and cash equivalents$8,077 $8,524 
Accounts receivable, net8,221 8,115 
Inventories5,088 5,634 
Other current assets3,203 2,956 
Total current assets24,589 25,229 
Property, plant and equipment, net9,448 9,280 
Acquisition-related intangible assets, net16,670 17,442 
Other assets3,999 4,007 
Goodwill44,020 41,196 
Total assets$98,726 $97,154 
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations$3,609 $5,579 
Other current liabilities10,403 11,431 
Total current liabilities14,012 17,010 
Other long-term liabilities6,564 7,087 
Long-term obligations31,308 28,909 
Redeemable noncontrolling interest118 116 
Total equity46,724 44,032 
Total liabilities, redeemable noncontrolling interest and equity$98,726 $97,154 




Condensed Consolidated Statements of Cash Flows (unaudited)
Year ended
December 31,December 31,
(In millions)20232022
Operating activities
Net income$5,955 $6,960 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization3,406 3,381 
Change in deferred income taxes(1,300)(995)
Other non-cash expenses, net882 857 
Changes in assets and liabilities, excluding the effects of acquisitions(537)(1,049)
Net cash provided by operating activities8,406 9,154 
Investing activities
Acquisitions, net of cash acquired(3,660)(39)
Purchases of property, plant and equipment(1,479)(2,243)
Proceeds from sale of property, plant and equipment87 24 
Proceeds from cross-currency interest rate swap interest settlements70 15 
Other investing activities, net(160)84 
Net cash used in investing activities(5,142)(2,159)
Financing activities
Net proceeds from issuance of debt5,942 3,193 
Repayment of debt(5,782)(375)
Net proceeds from issuance of commercial paper1,620 1,526 
Repayment of commercial paper(1,935)(3,690)
Purchases of company common stock(3,000)(3,000)
Dividends paid(523)(455)
Other financing activities, net56 (9)
Net cash used in financing activities(3,622)(2,810)
Exchange rate effect on cash(82)(139)
(Decrease) increase in cash, cash equivalents and restricted cash(440)4,046 
Cash, cash equivalents and restricted cash at beginning of period8,537 4,491 
Cash, cash equivalents and restricted cash at end of period$8,097 $8,537 
Free cash flow (non-GAAP measure)$7,014 $6,935 
Note:
For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.




Supplemental Information Regarding Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of acquisitions/divestitures and the effects of currency translation. We also report Core organic revenue growth, which is reported revenue growth, excluding the impacts of COVID-19 testing revenue, and excluding the impacts of acquisitions/divestitures and the effects of currency translation. We report these measures because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures, foreign currency translation and/or COVID-19 testing on revenues. Thermo Fisher management uses these measures to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.

We report adjusted operating income, adjusted operating income margin, adjusted net income, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable:

Certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction/acquisition-related costs, including changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs.

Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities are not indicative of our normal operating costs.

Equity in earnings/losses of unconsolidated entities; impairments of long-lived assets; and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, including gains/losses on investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt. We exclude these items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

The expense associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of up to 20 years. Exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.

The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods.

We report free cash flow, which is operating cash flow excluding net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.

Thermo Fisher Scientific does not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort items such as the timing and amount of future restructuring actions and acquisition-related charges as well as gains or losses from sales of real estate and businesses, the early retirement of debt and the outcome of legal proceedings. The timing and amount of these items are uncertain and could be material to Thermo Fisher Scientific’s results computed in accordance with GAAP.

The non-GAAP financial measures of Thermo Fisher Scientific’s results of operations and cash flows included in this press release are not meant to be considered superior to or a substitute for Thermo Fisher Scientific’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth in the tables above.

v3.24.0.1
Document and Entity Information
Jan. 31, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Jan. 31, 2024
Entity Registrant Name THERMO FISHER SCIENTIFIC INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-8002
Entity Tax Identification Number 04-2209186
Entity Address, Address Line One 168 Third Avenue
Entity Address, City or Town Waltham
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02451
City Area Code 781
Local Phone Number 622-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000097745
Amendment Flag false
Common Stock, $1.00 par value  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol TMO
Security Exchange Name NYSE
0.750% Notes due 2024  
Entity Listings [Line Items]  
Title of 12(b) Security 0.750% Notes due 2024
Trading Symbol TMO 24A
Security Exchange Name NYSE
0.125% Notes due 2025  
Entity Listings [Line Items]  
Title of 12(b) Security 0.125% Notes due 2025
Trading Symbol TMO 25B
Security Exchange Name NYSE
2.000% Notes due 2025  
Entity Listings [Line Items]  
Title of 12(b) Security 2.000% Notes due 2025
Trading Symbol TMO 25
Security Exchange Name NYSE
3.200% Notes due 2026  
Entity Listings [Line Items]  
Title of 12(b) Security 3.200% Notes due 2026
Trading Symbol TMO 26B
Security Exchange Name NYSE
1.400% Notes due 2026  
Entity Listings [Line Items]  
Title of 12(b) Security 1.400% Notes due 2026
Trading Symbol TMO 26A
Security Exchange Name NYSE
1.450% Notes due 2027  
Entity Listings [Line Items]  
Title of 12(b) Security 1.450% Notes due 2027
Trading Symbol TMO 27
Security Exchange Name NYSE
1.750% Notes due 2027  
Entity Listings [Line Items]  
Title of 12(b) Security 1.750% Notes due 2027
Trading Symbol TMO 27B
Security Exchange Name NYSE
0.500% Notes due 2028  
Entity Listings [Line Items]  
Title of 12(b) Security 0.500% Notes due 2028
Trading Symbol TMO 28A
Security Exchange Name NYSE
1.375% Notes due 2028  
Entity Listings [Line Items]  
Title of 12(b) Security 1.375% Notes due 2028
Trading Symbol TMO 28
Security Exchange Name NYSE
1.950% Notes due 2029  
Entity Listings [Line Items]  
Title of 12(b) Security 1.950% Notes due 2029
Trading Symbol TMO 29
Security Exchange Name NYSE
0.875% Notes due 2031  
Entity Listings [Line Items]  
Title of 12(b) Security 0.875% Notes due 2031
Trading Symbol TMO 31
Security Exchange Name NYSE
2.375% Notes due 2032  
Entity Listings [Line Items]  
Title of 12(b) Security 2.375% Notes due 2032
Trading Symbol TMO 32
Security Exchange Name NYSE
3.650% Notes due 2034  
Entity Listings [Line Items]  
Title of 12(b) Security 3.650% Notes due 2034
Trading Symbol TMO 34
Security Exchange Name NYSE
2.875% Notes due 2037  
Entity Listings [Line Items]  
Title of 12(b) Security 2.875% Notes due 2037
Trading Symbol TMO 37
Security Exchange Name NYSE
1.500% Notes due 2039  
Entity Listings [Line Items]  
Title of 12(b) Security 1.500% Notes due 2039
Trading Symbol TMO 39
Security Exchange Name NYSE
1.875% Notes due 2049  
Entity Listings [Line Items]  
Title of 12(b) Security 1.875% Notes due 2049
Trading Symbol TMO 49
Security Exchange Name NYSE

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