THERMO FISHER SCIENTIFIC INC. - Quarter Report: 2025 June (Form 10-Q)

Stock-based compensation

Other net non-cash expenses Changes in assets and liabilities, excluding the effects of acquisitions()()

Net cash provided by operating activities

Investing activities Purchases of property, plant and equipment()()

Proceeds from sale of property, plant and equipment

Proceeds from cross-currency interest rate swap interest settlements Purchases of investments()()

Other investing activities, net

Net cash used in investing activities

()()Financing activities

Net proceeds from issuance of debt

Repayment of debt

()

Purchases of company common stock

()()

Dividends paid

()()

Other financing activities, net

Net cash used in financing activities

()()Exchange rate effect on cash

Increase (decrease) in cash, cash equivalents and restricted cash

()

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

$ $

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

(Unaudited)

Redeemable Noncontrolling Interest

Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

Accumulated Other Comprehensive Income/(Loss)

Total
Thermo Fisher Scientific Inc. Shareholders’ Equity

Noncontrolling Interests

Total Equity

(In millions)

Amount

Three months ended June 28, 2025

Balance at March 29, 2025

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

()

Other comprehensive income/(loss)

—

()

—

()

Contributions from (distributions to) noncontrolling interests

()

—

Balance at June 28, 2025

()

Three months ended June 29, 2024

Balance at March 30, 2024

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

Other comprehensive income/(loss)

()

—

Contributions from (distributions to) noncontrolling interests

()

—

Excise tax from stock repurchases

—

Balance at June 29, 2024

()

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

THERMO FISHER SCIENTIFIC INC.

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

(Unaudited)

Redeemable Noncontrolling Interest

Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

Accumulated Other Comprehensive Income/(Loss)

Total
Thermo Fisher Scientific Inc. Shareholders’ Equity

Noncontrolling Interests

Total Equity

(In millions)

Amount

Six months ended June 28, 2025

Balance at December 31, 2024

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Purchases of company common stock

—

()

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

()

Other comprehensive income/(loss)

—

()

—

()

Contributions from (distributions to) noncontrolling interest

()

—

()

Excise tax from stock repurchases

—

()

—

()

—

()

Balance at June 28, 2025

()

Six months ended June 29, 2024

Balance at December 31, 2023

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Purchases of company common stock

—

()

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

()

Other comprehensive income/(loss)

()

—

Contributions from (distributions to) noncontrolling interest

()

—

()

Excise tax from stock repurchases

—

()

—

()

—

()

Balance at June 29, 2024

()

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2.

$ Work in process Finished goods Inventories$ $

Contract-related Balances

$ Noncurrent contract assets, net Current contract liabilities Noncurrent contract liabilities

In the three- and six-month periods ended June 28, 2025, the company recognized revenues of $ billion and $ billion, respectively, that were included in the contract liabilities balance at December 31, 2024. In the three- and six-month periods ended June 29, 2024, the company recognized revenues of $ billion and $ billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of June 28, 2025, was $ billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately % of which is expected to occur within the next . Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to .

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3.

% -Year Senior Notes, Due 3/1/2025 (euro-denominated)$— $

% -Year Senior Notes, Due 4/15/2025 (euro-denominated)

—

% -Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)

% -Year Senior Notes, Due 11/18/2025 (euro-denominated)

% -Year Senior Notes, Due 1/21/2026 (euro-denominated)

% -Year Senior Notes, Due 1/23/2026 (euro-denominated)

% -Year Senior Notes, Due 8/10/2026

% -Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)

% -Year Senior Notes, Due 12/5/2026

% -Year Senior Notes, Due 3/16/2027 (euro-denominated)

% -Year Senior Notes, Due 4/15/2027 (euro-denominated)

% -Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)

% -Year Senior Notes, Due 11/21/2027

% -Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)

% -Year Senior Notes, Due 3/1/2028 (euro-denominated)

% -Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)

% -Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)

% -Year Senior Notes, Due 9/12/2028 (euro-denominated)

% -Year Senior Notes, Due 10/15/2028

% -Year Senior Notes, Due 1/31/2029

% -Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)

% -Year Senior Notes, Due 7/24/2029 (euro-denominated)

% -Year Senior Notes, Due 10/1/2029

% -Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)

% -Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)

% -Year Senior Notes, Due 8/10/2030

% -Year Senior Notes, Due 10/18/2030 (euro-denominated)

% -Year Senior Notes, Due 10/1/2031 (euro-denominated)

% -Year Senior Notes, Due 10/15/2031

% -Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)

% -Year Senior Notes, Due 4/15/2032 (euro-denominated)

% -Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)

% -Year Senior Notes, Due 11/21/2032

% -Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)

% -Year Senior Notes, Due 8/10/2033

% -Year Senior Notes, Due 10/18/2033 (euro-denominated)

% -Year Senior Notes, Due 1/31/2034

% -Year Senior Notes, Due 11/21/2034 (euro-denominated)

% -Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)

% -Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)

% -Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)

% -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

% -Year Senior Notes, Due 7/24/2037 (euro-denominated) %

% -Year Senior Notes, Due 10/1/2039 (euro-denominated)

% -Year Senior Notes, Due 10/15/2041

% -Year Senior Notes, Due 10/18/2041 (euro-denominated)

% -Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)

% -Year Senior Notes, Due 8/10/2043

% -Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated)

% -Year Senior Notes, Due 2/1/2044

% -Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)

% -Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)

% —

% -Year Senior Notes, Due 8/15/2047

% -Year Senior Notes, Due 10/1/2049 (euro-denominated)

% -Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)

% —

% -Year Senior Notes, Due 10/18/2051 (euro-denominated)

% -Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)

% Other

Total borrowings at par value

Unamortized discount

()()

Unamortized debt issuance costs

()()

Total borrowings at carrying value

Finance lease liabilities

Less: Short-term obligations and current maturities

Long-term obligations$ $

The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.

See Note 4 for fair value information pertaining to the company’s long-term borrowings.

Credit Facilities

The company has a revolving credit facility (the Facility) with a bank group that provides for up to $ billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2027. The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (EURIBOR)-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of :1.0 as of the last day of any fiscal quarter. As of June 28, 2025, borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

Commercial Paper Programs

The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

% of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of the Japanese yen-denominated and Swiss franc-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants related to its senior notes at June 28, 2025.

Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of June 28, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings: the % Senior Notes due 2025, the % Senior Notes due 2030, the % Senior Notes due 2033, the % Senior Notes due 2041, and the % Senior Notes due 2051. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

Note 4.

$ $ $ Bank time deposits

Investments

Insurance contracts

Derivative contracts

Total assets

$ $ $ $

Liabilities

Derivative contracts

$ $ $ $

Contingent consideration

Total liabilities

$ $ $ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$ $ $ Bank time deposits

Investments

Insurance contracts

Derivative contracts

Total assets

$ $ $ $

Liabilities

Derivative contracts

$ $ $ $

Contingent consideration

Total liabilities

$ $ $ $

In the three- and six-month periods ended June 28, 2025, the company recorded $() million and $() million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income. In the six-month period ended June 29, 2024, the company recorded $ million, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

$ $ $ Investments

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$ $ $

Other

$ $ $ $

The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.

Note 5.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6.

$ $ $

Instruments

Services

Consolidated revenues$ $ $ $

Revenues by geographic region based on customer location are as follows:

Three months ended

Six months ended

(In millions)

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

Revenues

North America

Europe

Asia-Pacific

Other regions

Consolidated revenues

Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions.

$ $ $

Genetic sciences

BioProduction

Life Sciences Solutions

Chromatography and mass spectrometry

Chemical analysis

Electron microscopy

Analytical Instruments

Clinical diagnostics

ImmunoDiagnostics

Microbiology

Transplant diagnostics

Healthcare market channel

Elimination of intrasegment revenues

()()()()

Specialty Diagnostics

Laboratory products

Research and safety market channel

Pharma services

Clinical research

Elimination of intrasegment revenues and other

()()()()

Laboratory Products and Biopharma Services

Elimination of intersegment revenues()()()()Consolidated revenues$ $ $ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

% of the company’s workforce.

As of August 1, 2025, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ million, primarily in 2025, and expects to identify additional actions in future periods.

(a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.

(b)Excludes $ million of net charges, principally $ million of charges for impairment of long-lived assets in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

The company expects to pay accrued restructuring costs primarily through 2025.

$ $ $ Basic weighted average shares Plus effect of: stock options and restricted stock units Diluted weighted average shares Basic earnings per share$ $ $ $ Diluted earnings per share$ $ $ $

Antidilutive stock options excluded from diluted weighted average shares

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7.

% %Provision for income taxes at statutory rate$ $ Increases (decreases) resulting from:Foreign rate differential()()Income tax credits()()Global intangible low-taxed income Foreign-derived intangible income()()Excess tax benefits from stock options and restricted stock units()()Provision for (reversal of) tax reserves, net() Intra-entity transfers()()Domestication transaction() Provision for (reversal of) valuation allowances, net()()Withholding taxes Tax return reassessments and settlements ()State income taxes, net of federal tax Equity method investments()()Other, net ()Provision for/(benefit from) income taxes$ $

During the first quarter of 2025, the company recorded a deferred tax benefit of $ million resulting from the recognition of a tax attribute related to a domestication transaction. During the second quarter of 2025, the company recorded a deferred tax benefit of $ million related to capital losses generated as part of intra-entity transactions and a $ million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

During the first quarter of 2024, the company recorded a tax reserve and associated interest of $ million related to the potential settlement of international tax audits for tax years 2009 through 2016, which were settled during 2024. During the second quarter of 2024, the company recorded a benefit of $ million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

The company has operations and a taxable presence in approximately countries outside the U.S. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different than the U.S. federal statutory rate.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025. We are currently evaluating its impact on our consolidated financial statements.

Unrecognized Tax Benefits

As of June 28, 2025, the company had $ billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

Additions for tax positions of current year

()$()$()

Note 9.

Declared but unpaid dividends

Issuance of stock upon vesting of restricted stock units

Excise tax from stock repurchases

$ Restricted cash included in other current assets Restricted cash included in other assets Cash, cash equivalents and restricted cash$ $

Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees, pension related deposits, and incoming cash in China awaiting government administrative clearance.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10.

$ Cross-currency interest rate swaps designated as net investment hedge - Japanese yen Cross-currency interest rate swaps designated as net investment hedge - Swiss franc Currency exchange contracts $ $ $

Derivatives not designated as hedging instruments

Currency exchange contracts

Total derivatives$ $ $ $

The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other assets, other current liabilities, or other long-term liabilities. The fair value of currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.

)$()$()$()

Financial instruments designated as net investment hedges

Foreign currency-denominated debt and other payables

Included in currency translation adjustment within other comprehensive income/(loss)

() ()

Cross-currency interest rate swaps

Included in currency translation adjustment within other comprehensive income/(loss)

() ()

Included in interest expense

Derivatives not designated as hedging instruments

Currency exchange contracts

Included in cost of product revenues

() ()

Included in other income/(expense)

() ()

Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11.

segments. During 2025, there have been no changes to the company’s basis of segmentation or in the basis of measurement of segment income. Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses as well as elimination of intersegment and intrasegment profits. Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period. $ $ $ $ Intersegment revenues

Elimination of intersegment revenues

()

Consolidated revenues

Segment Income

Cost of revenues Selling, general, and administrative expenses Research and development expenses Other segment items ()()

Segment income

Unallocated amounts

Cost of revenues adjustments

()

Selling, general and administrative expenses adjustments

()

Restructuring and other costs

()

Amortization of acquisition-related intangible assets

()Interest income Interest expense()

Other income/(expense)

()Consolidated income before income taxes$

(In millions)

Unallocated amounts

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Consolidated

Segment assets

Purchases of property, plant and equipment

Depreciation of property, plant and equipment

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$ $ $ $ Intersegment revenues

Elimination of intersegment revenues

()Consolidated revenues$

Segment Income

Cost of revenues Selling, general, and administrative expenses Research and development expenses Other segment items ()()

Segment income

Unallocated amounts

Cost of revenues adjustments

()

Selling, general and administrative expenses adjustments

Restructuring and other costs

()

Amortization of acquisition-related intangible assets

()Interest income Interest expense()

Other income/(expense)

Consolidated income before income taxes$

(In millions)

Unallocated amounts

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Consolidated

Segment assets

Purchases of property, plant and equipment

Depreciation of property, plant and equipment

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$ $ $ $ Intersegment revenues

Elimination of intersegment revenues

()

Consolidated revenues

Segment Income

Cost of revenues Selling, general, and administrative expenses Research and development expenses Other segment items ()()

Segment income

Unallocated amounts

Cost of revenues adjustments

()

Selling, general and administrative expenses adjustments

()

Restructuring and other costs

()

Amortization of acquisition-related intangible assets

()Interest income Interest expense()

Other income/(expense)

()Consolidated income before income taxes$

(In millions)

Unallocated amounts

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Consolidated

Segment assets

Purchases of property, plant and equipment

Depreciation of property, plant and equipment

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$ $ $ $ Intersegment revenues

Elimination of intersegment revenues

()

Consolidated revenues

Segment Income

Cost of revenues Selling, general, and administrative expenses Research and development expenses Other segment items ()()

Segment income

Unallocated amounts

Cost of revenues adjustments

()

Selling, general and administrative expenses adjustments

Restructuring and other costs

()

Amortization of acquisition-related intangible assets

()Interest income Interest expense()

Other income/(expense)

Consolidated income before income taxes$

(In millions)

Unallocated amounts

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Consolidated

Segment assets

Purchases of property, plant and equipment

Depreciation of property, plant and equipment

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12.

Pending Acquisition

The company has entered into an agreement with Solventum Corporation to acquire its Purification and Filtration business. It subsequently amended the agreement to exclude Solventum’s drinking water filtration business from the scope of the business to be acquired and revised the cash consideration payable at closing to approximately $ billion. Solventum’s Purification and Filtration business is a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications. The transaction, which is expected to be completed by the end of 2025, is subject to customary closing conditions. Upon completion, Solventum’s Purification and Filtration business will become part of the Life Sciences Solutions segment.

2024

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities. The goodwill recorded as a result of this business combination is not tax deductible.

Purchase price payable

Cash acquired

()$

Net assets acquired

Definite-lived intangible assets

Customer relationships

Product technology

Tradenames

Goodwill

Net tangible assets

Deferred tax assets (liabilities)

()$

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are years for customer relationships, years for product technology, and years for tradenames. The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is years.

THERMO FISHER SCIENTIFIC INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 (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 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, impact of tariffs, 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, pandemic, 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 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-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “Non-GAAP Measures” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Certain amounts and percentages reported within this Quarterly Report on Form 10-Q are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.

Overview

Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Biopharma Services.

Consolidated Results


	Three months ended								Six months ended
	June 28,			June 29,					June 28,			June 29,
(Dollars in millions except per share amounts)	2025			2024			Change		2025			2024			Change
Revenues	$	10,855		$	10,541		3	%	$	21,219		$	20,886		2	%
GAAP operating income	1,834			1,820			1	%	3,551			3,483			2	%
GAAP operating income margin	16.9		%	17.3		%	(0.4)	pt	16.7		%	16.7		%	0.0	pt
Adjusted operating income (non-GAAP measure)	2,375			2,347			1	%	4,644			4,625			0	%
Adjusted operating income margin (non-GAAP measure)	21.9		%	22.3		%	(0.4)	pt	21.9		%	22.1		%	(0.2)	pt
GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.	4.28			4.04			6	%	8.26			7.50			10	%
Adjusted earnings per share (non-GAAP measure)	5.36			5.37			0	%	10.51			10.47			0	%

THERMO FISHER SCIENTIFIC INC.

Organic Revenue Growth


	Three months ended		Six months ended
	June 28, 2025		June 28, 2025
Revenue growth	3	%	2	%
Impact of acquisitions	0	%	0	%
Impact of currency translation	1	%	0	%
Organic revenue growth (non-GAAP measure)	2	%	1	%

During the second quarter of 2025, revenues grew in the pharma and biotech market due to increased demand from customers. Revenues in the academic and government and industrial and applied markets declined, reflecting some customer hesitancy in a more uncertain environment, which resulted in muted demand for equipment and instruments. Revenue to customers in the diagnostics and healthcare market declined as we navigated headwinds in China. During the second quarter of 2025, sales grew in North America and Europe. Sales declined in Asia-Pacific, including China. Contributions to organic revenue during the second quarter of 2025 from the Laboratory Products and Biopharma Services and Life Sciences Solutions segments were partially offset by declines in the Analytical Instruments segment.

During the first six months of 2025, revenues grew in the pharma and biotech market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services. Revenues in the academic and government market declined driven by the macro conditions in the U.S. and China. Revenue to customers in the industrial and applied market grew slightly. Revenue to customers in the diagnostics and healthcare market was flat. During the first six months of 2025, sales grew in North America and Europe. Sales were flat in Asia-Pacific, but declined in China. The first six months of 2025 were also impacted by two fewer selling days than the first six months of 2024. Contributions to organic revenue during the first six months of 2025 from the Laboratory Products and Biopharma Services, Life Sciences Solutions, and Specialty Diagnostics segments were partially offset by declines in the Analytical Instruments segment.

The company continues to execute its proven growth strategy which consists of three pillars:

•High-impact innovation,

•Our trusted partner status with customers, and

•Our unparalleled commercial engine.

GAAP operating income margin and adjusted operating income margin decreased in the second quarter of 2025 due primarily to unfavorable business mix, the impacts of tariffs and related foreign exchange, and strategic investments, partially offset by very strong productivity improvements. GAAP operating income margin in the second quarter of 2025 benefited from lower amortization expense when compared to 2024; however, we recognized net credits for changes in contingent consideration in 2024, which did not recur in 2025.

GAAP operating income margin and adjusted operating income margin decreased during the first six months of 2025 due primarily to unfavorable business mix, the impacts of strategic investments, partially offset by strong productivity improvements. GAAP operating income margin in the first six months of 2025 benefited from lower levels of amortization expense when compared to 2024.

The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.

Notable Recent Acquisitions

THERMO FISHER SCIENTIFIC INC.

Segment Results

The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 11 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2024. Accordingly, the following segment data are reported on this basis.


	Three months ended				Six months ended
	June 28,		June 29,		June 28,		June 29,
(Dollars in millions)	2025		2024		2025		2024
Revenues
Life Sciences Solutions	$	2,499	$	2,355	$	4,840	$	4,640
Analytical Instruments	1,728		1,782		3,446		3,469
Specialty Diagnostics	1,134		1,117		2,282		2,227
Laboratory Products and Biopharma Services	5,995		5,758		11,635		11,480
Eliminations	(501)		(470)		(983)		(930)
Consolidated revenues	$	10,855	$	10,541	$	21,219	$	20,886

Life Sciences Solutions


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	2,499		$	2,355		6	%	1	%	1	%	4	%
Segment income	919			865			6	%
Segment income margin	36.8		%	36.7		%	0.1	pt

The increase in organic revenues in the second quarter of 2025 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $113 million, driven by higher demand from pharma and biotech customers. The increase in segment income margin resulted primarily from very strong productivity improvements, partially offset by the impact of the Olink acquisition, and unfavorable business mix.


	Six months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	4,840		$	4,640		4	%	2	%	0	%	3	%
Segment income	1,753			1,705			3	%
Segment income margin	36.2		%	36.7		%	(0.5)	pt

The increase in organic revenues in the first six months of 2025 was driven by the bioproduction business, partially offset by declines in the biosciences business. On a reported basis, the bioproduction business grew $194 million, driven by higher demand from pharma and biotech customers, and genetic sciences grew $56 million, driven by the 2024 acquisition of Olink. Biosciences revenue declined $50 million, due to lower demand from academic and government customers. The decrease in segment income margin resulted primarily from unfavorable business mix, the impact of the Olink acquisition, partially offset by very strong productivity improvements.

Analytical Instruments


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	1,728		$	1,782		(3)	%	0	%	1	%	(4)	%
Segment income	325			439			(26)	%
Segment income margin	18.8		%	24.6		%	(5.8)	pt

The decrease in organic revenues in the second quarter of 2025 was driven by the impact of tariffs and the policy focus of the U.S. administration, which is leading to more muted demand for equipment and instrumentation. On a reported basis, the electron microscopy and chemical analysis businesses each declined $32 million, driven by decreased demand for instrumentation from U.S.-based academic and government customers, as well as customers in China. The decrease in segment income margin was driven by the impacts of tariffs and related foreign exchange. Additionally, strong productivity was more than offset by lower volumes and strategic investments.

THERMO FISHER SCIENTIFIC INC.


	Six months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	3,446		$	3,469		(1)	%	0	%	0	%	(1)	%
Segment income	724			838			(14)	%
Segment income margin	21.0		%	24.2		%	(3.2)	pt

The decrease in organic revenues in the first six months of 2025 was primarily due to declines in the chemical analysis business, partially offset by growth in the electron microscopy business. On a reported basis, the chemical analysis business declined $66 million, partially offset by $48 million of growth in the electron microscopy business. The decrease in segment income margin resulted primarily from the impacts of tariffs and related foreign exchange, unfavorable volume mix, and strategic investments, partially offset by strong pricing realization.

Specialty Diagnostics


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	1,134		$	1,117		2	%	0	%	1	%	0	%
Segment income	306			299			3	%
Segment income margin	27.0		%	26.7		%	0.3	pt

Organic revenues were flat in the second quarter of 2025. On a reported basis, the transplant diagnostics business grew $13 million, which was the principal driver of reported revenue growth in the segment. The increase in segment income margin was driven by productivity improvements, partially offset by unfavorable business mix and strategic investments.


	Six months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	2,282		$	2,227		2	%	0	%	0	%	2	%
Segment income	610			593			3	%
Segment income margin	26.7		%	26.6		%	0.1	pt

The increase in organic revenues in the first six months of 2025 was driven by growth in the healthcare market channel and the transplant diagnostics business. On a reported basis, the healthcare market channel grew $32 million and the transplant diagnostics business grew $20 million, which were the principal drivers of reported revenue growth in the segment. The increase in segment income margin was due to strong pricing realization, partially offset by unfavorable business mix.

Laboratory Products and Biopharma Services


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	5,995		$	5,758		4	%	0	%	1	%	3	%
Segment income	825			745			11	%
Segment income margin	13.8		%	12.9		%	0.9	pt

The increase in organic revenues in the second quarter of 2025 was primarily due to strong growth in the pharma services business and the research and safety market channel, partially offset by moderation in COVID-19 related revenue. On a reported basis, the pharma services business and research and safety market channel grew $167 million and $108 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment. Segment income margin increased in the second quarter of 2025, with exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

THERMO FISHER SCIENTIFIC INC.


	Six months ended												Organic (non-GAAP measure)
(Dollars in millions)	June 28, 2025			June 29, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	11,635		$	11,480		1	%	0	%	0	%	1	%
Segment income	1,557			1,489			5	%
Segment income margin	13.4		%	13.0		%	0.4	pt

The increase in organic revenues in the first six months of 2025 was primarily due to growth in the pharma services business and research and safety market channel, partially offset by moderation in COVID-19 related revenue. On a reported basis, the pharma services business and research and safety market channel grew $196 million and $124 million, respectively, which contributed 2 percentage points and 1 percentage point, respectively, of reported growth in the segment. The increase in segment income margin was primarily due to exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

Non-operating Items


	Three months ended						Six months ended
	June 28,			June 29,			June 28,			June 29,
(Dollars and shares in millions)	2025			2024			2025			2024
Net interest expense	$	107		$	59		$	206		$	143
GAAP other income/(expense)	(19)			5			(16)			14
Adjusted other income/(expense) (non-GAAP measure)	(14)			4			(12)			3
GAAP tax rate	5.4		%	7.2		%	5.6		%	12.2		%
Adjusted tax rate (non-GAAP measure)	10.0		%	10.0		%	10.0		%	10.2		%
Weighted average diluted shares	378			383			378			383

Net interest expense (interest expense less interest income) in the second quarter and first six months of 2025 increased due primarily to lower cash, and cash equivalents and short-term investments balances, as well as lower interest rates on these balances when compared to the second quarter and first six months of 2024. In the second quarter and first six months of 2025, the company’s net interest expense was reduced by approximately $66 million and $133 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements. In the second quarter and first six months of 2024, the company’s net interest expense was reduced by approximately $67 million and $132 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component. GAAP other income/(expense) in the first six months of 2025 and 2024 also includes $2 million and $10 million, respectively, of net gains on investments. GAAP other income/(expense) in the second quarter of 2025 also includes $5 million of charges for settlement of pension plans.

The company’s GAAP and adjusted tax rates decreased in the first six months of 2025 compared to 2024, due to a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction in the first quarter of 2025. The company’s GAAP and adjusted rates in the second quarter of 2025 were also impacted by a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions and a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. The company’s GAAP and adjusted tax rates in the first six months of 2024 were impacted by a benefit of $183 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income and a benefit of $102 million resulting from capital losses generated as part of intra-entity transactions. The company’s GAAP tax rate in the first six months of 2024 was also impacted by $176 million of expense, net, for a provision associated with a tax audit (Note 7).

The effective tax rates in both 2025 and 2024 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.80 billion in 2025.

The company expects its GAAP effective tax rate in 2025 will be between 6% and 8% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 10.5% in 2025.

THERMO FISHER SCIENTIFIC INC.

The company has operations and a taxable presence in approximately 70 countries outside the U.S. Some of these countries have lower tax rates than the U.S. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income.

Equity in earnings/losses of unconsolidated entities was impacted by an $88 million impairment of an equity method investment in the second quarter of 2024.

Weighted average diluted shares decreased in 2025 compared to 2024, primarily due to share repurchases.

Liquidity and Capital Resources

The company’s proven growth strategy has enabled it to generate free cash flow as well as access the capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.


(In millions)	June 28, 2025		December 31, 2024
Cash and cash equivalents	$	4,576	$	4,009
Short-term investments	1,814		1,561
Total debt	35,229		31,275

Approximately half of the company’s cash balances and cash flows from operations are from outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S. including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable intercompany transactions, including loans and returns of capital, as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.

The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

As of June 28, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $2.21 billion. The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of June 28, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.


	Six months ended
(In millions)	June 28, 2025		June 29, 2024
Net cash provided by operating activities	$	2,122	$	3,211
Net cash used in investing activities	(815)		(2,283)
Net cash used in financing activities	(1,093)		(1,936)
Free cash flow (non-GAAP measure)	1,479		2,583

Operating Activities

During the first six months of 2025, cash provided by income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $1.43 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.20 billion during the first six months of 2025.

During the first six months of 2024, cash provided by income was offset in part by investments in working capital. Changes in other assets and other liabilities used cash of $0.57 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.13 billion during the first six months of 2024.

Investing Activities

During the first six months of 2025 the company’s investing activities included purchases of $0.66 billion for the purchase of property, plant and equipment for capacity and capability investments.

THERMO FISHER SCIENTIFIC INC.

During the first six months of 2024, purchases of short-term investments used cash of $1.78 billion. The company’s investing activities also included purchases of $0.65 billion of property, plant and equipment for capacity and capability investments.

The company expects that for all of 2025, expenditures for property, plant and equipment, net of disposals, will be between $1.4 billion and $1.7 billion.

Financing Activities

During the first six months of 2025, issuance of debt provided $2.84 billion of cash. Repayment of debt used cash of $1.63 billion. The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.6 million shares) and the payment of $0.31 billion in cash dividends. On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first quarter of 2025 were under this program. At August 1, 2025, authorization remained for $1.00 billion of future repurchases of the company’s common stock.

During the first six months of 2024, issuance of debt provided $1.20 billion of cash. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.5 million shares) and the payment of $0.28 billion in cash dividends.

The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments, did not change materially subsequent to December 31, 2024, except for the agreement to acquire Solventum Corporation’s Purification & Filtration business (Note 12).

Non-GAAP Measures

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

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

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

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

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

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

•The 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.

THERMO FISHER SCIENTIFIC INC.

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

The non-GAAP financial measures of the company’s results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or a substitute for the company’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth within the “Consolidated Results” and “Segment Results” sections and below.


	Three months ended						Six months ended
	June 28,			June 29,			June 28,			June 29,
(Dollars in millions except per share amounts)	2025			2024			2025			2024

Reconciliation of adjusted operating income
GAAP operating income	$	1,834		$	1,820		$	3,551		$	3,483
Cost of revenues adjustments (a)	10			1			21			17
Selling, general and administrative expenses adjustments (b)	20			(64)			34			(45)
Restructuring and other costs (c)	82			77			180			106
Amortization of acquisition-related intangible assets	429			513			859			1,065
Adjusted operating income (non-GAAP measure)	$	2,375		$	2,347		$	4,644		$	4,625

Reconciliation of adjusted operating income margin
GAAP operating income margin	16.9		%	17.3		%	16.7		%	16.7		%
Cost of revenues adjustments (a)	0.1		%	0.0		%	0.1		%	0.1		%
Selling, general and administrative expenses adjustments (b)	0.2		%	(0.6)		%	0.2		%	(0.2)		%
Restructuring and other costs (c)	0.8		%	0.7		%	0.9		%	0.5		%
Amortization of acquisition-related intangible assets	4.0		%	4.9		%	4.0		%	5.1		%
Adjusted operating income margin (non-GAAP measure)	21.9		%	22.3		%	21.9		%	22.1		%

Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)	$	(19)		$	5		$	(16)		$	14
Adjustments (d)	5			—			4			(11)
Adjusted other income/(expense) (non-GAAP measure)	$	(14)		$	4		$	(12)		$	3

Reconciliation of adjusted tax rate
GAAP tax rate	5.4		%	7.2		%	5.6		%	12.2		%
Adjustments (e)	4.6		%	2.8		%	4.4		%	(2.0)		%
Adjusted tax rate (non-GAAP measure)	10.0		%	10.0		%	10.0		%	10.2		%












Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.	$	4.28		$	4.04		$	8.26		$	7.50
Cost of revenues adjustments (a)	0.03			0.00			0.06			0.04
Selling, general and administrative expenses adjustments (b)	0.05			(0.17)			0.09			(0.12)
Restructuring and other costs (c)	0.22			0.20			0.48			0.28
Amortization of acquisition-related intangible assets	1.14			1.34			2.27			2.78
Other income/expense adjustments (d)	0.01			0.00			0.01			(0.03)
Income taxes adjustments (e)	(0.35)			(0.26)			(0.68)			(0.13)
Equity in earnings/losses of unconsolidated entities	(0.01)			0.22			0.03			0.16
Noncontrolling interests adjustments (f)	0.00			0.00			0.00			0.00
Adjusted EPS (non-GAAP measure)	$	5.36		$	5.37		$	10.51		$	10.47

THERMO FISHER SCIENTIFIC INC.


	Three months ended				Six months ended
	June 28,		June 29,		June 28,		June 29,
(Dollars in millions except per share amounts)	2025		2024		2025		2024

Reconciliation of free cash flow
GAAP net cash provided by operating activities	$	1,399	$	1,960	$	2,122	$	3,211
Purchases of property, plant and equipment	(294)		(301)		(656)		(648)
Proceeds from sale of property, plant and equipment	1		15		13		20
Free cash flow (non-GAAP measure)	$	1,105	$	1,674	$	1,479	$	2,583

(a)Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. Adjusted results in the second quarter and first six months of 2025 exclude $5 million and $10 million, respectively, of charges for the sale of inventory revalued at the date of acquisition. Adjusted results in the first six months of 2024 also exclude $13 million of charges for inventory write-downs associated with large-scale abandonment of product lines.

(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions and charges/credits for changes in estimates of contingent acquisition consideration.

(c)Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, net charges/credits for pre-acquisition litigation and other matters, and abandoned facility and other expenses of headcount reductions and real estate consolidations.

(d)Adjusted results exclude net gains/losses on investments. Adjusted results in the second quarter and first six months of 2025 also exclude $5 million of charges for settlement of pension plans.

(e)Adjusted results 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.

(f)Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2024 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first six months of 2025.

Recent Accounting Pronouncements

A description of recently issued accounting standards is included under the heading “Recent Accounting Pronouncements” in Note 1.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The company’s management, with the participation of the company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the company’s chief executive officer and chief financial officer concluded that, as of the end of such period, the company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended June 28, 2025, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

THERMO FISHER SCIENTIFIC INC.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See Note 5 to our Condensed Consolidated Financial Statements under the heading “Commitments and Contingencies.”

Item 1A. Risk Factors

The risks that we believe are material to our investors are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the caption “Risk Factors,” which is on file with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

There was no share repurchase activity for the company's second quarter of 2025. On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock. At June 28, 2025, $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

Item 5. Other Information

Director and Officer

, , our , the trading plan that he had previously adopted on August 7, 2024. On , Mr. Casper a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Casper’s plan is for the exercise of vested stock options and the associated sale of up to shares of company common stock, through . The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and February 13, 2026.

Item 6. Exhibits


Exhibit Number						Description of Exhibit







10.1						Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of May 21, 2025 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 22, 2025 [File No. 1-8002] and incorporated in this document by reference).*
31.1						Certification 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 of 2002.
31.2						Certification 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 of 2002.
32.1						Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification 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 of 2002.**
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Definition Linkbase Document.
101.LAB						XBRL Taxonomy Label Linkbase Document.
101.PRE						XBRL Taxonomy Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
						The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.

_______________________

* Indicates management contract or compensatory plan, contract or arrangement.

** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date:	August 1, 2025	THERMO FISHER SCIENTIFIC INC.



		/s/ Stephen Williamson
		Stephen Williamson
		Senior Vice President and Chief Financial Officer



		/s/ Joseph R. Holmes
		Joseph R. Holmes
		Vice President and Chief Accounting Officer

THERMO FISHER SCIENTIFIC INC. - Quarter Report: 2025 June (Form 10-Q)

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