Regulation FD Disclosure - Form 8-K

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 21, 2022

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware		1-8002		04-2209186
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

168 Third Avenue

Waltham, Massachusetts02451

(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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		TMO		New York Stock Exchange
0.750% Notes due 2024		TMO 24A		New York Stock Exchange
0.125% Notes due 2025		TMO 25B		New York Stock Exchange
2.000% Notes due 2025		TMO 25		New York Stock Exchange
1.400% Notes due 2026		TMO 26A		New York Stock Exchange
1.450% Notes due 2027		TMO 27		New York Stock Exchange
1.750% Notes due 2027		TMO 27B		New York Stock Exchange
0.500% Notes due 2028		TMO 28A		New York Stock Exchange
1.375% Notes due 2028		TMO 28		New York Stock Exchange
1.950% Notes due 2029		TMO 29		New York Stock Exchange
0.875% Notes due 2031		TMO 31		New York Stock Exchange
2.375% Notes due 2032		TMO 32		New York Stock Exchange
2.875% Notes due 2037		TMO 37		New York Stock Exchange
1.500% Notes due 2039		TMO 39		New York Stock Exchange
1.875% Notes due 2049		TMO 49		New 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 7.01

Regulation FD Disclosure.

On January 21, 2022, Thermo Fisher Scientific Inc. (the "Company") notified the holders of its $350,000,000 aggregate principal amount of 3.650% Senior Notes due 2025 (the "Notes") that it will redeem all of the Notes on February 7, 2022 (the "Redemption Date"). The Notes will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the Notes to be redeemed discounted to the Redemption Date on a semi-annual basis at a comparable treasury rate plus 25 basis points, plus accrued and unpaid interest on the Notes to be redeemed, if any, to, but excluding, the Redemption Date.

The Company intends to fund the aggregate redemption price using cash on hand.

The information in Item 7.01 of this Current Report on Form 8-Kshall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-Kcontains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company's statements about its intended source of funds for the redemption. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to general economic conditions and related uncertainties; the effect of changes in governmental regulations; and any natural disaster, public health crisis or other catastrophic event. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's most recent annual report on Form 10-Kand subsequent quarterly reports on Form 10-Q,which are on file with the SEC and available in the "Investors" section of the Company's website under the heading "SEC Filings," and other documents the Company files with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing the Company's views as of any date subsequent to the date of this Current Report on Form 8-K.

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 21, 2022				By:		/s/ Michael A. Boxer
						Michael A. Boxer
						Senior Vice President, General Counsel and Secretary