[10-Q] Thermo Fisher Scientific, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Thermo Fisher Scientific’s Q2-25 results show modest growth, lower margins and weaker cash conversion.

Total revenue rose 3% YoY to $10.86 b; product sales +1%, services +5%. Operating income edged up 1% to $1.83 b but margin slipped 40 bp to 16.9% after $82 m of restructuring charges. Net income attributable to TMO increased 4.5% to $1.62 b; diluted EPS climbed 6% to $4.28.

For six months, revenue reached $21.22 b (+1.6%) and EPS $8.26 (+10%). Operating cash flow fell 34% to $2.12 b as inventories (+12%) and receivables (+5%) expanded. The company repurchased $2.0 b of shares, paid $311 m in dividends and issued $2.84 b of new debt, lifting total borrowings to $35.3 b (par) while cash rose to $4.58 b.

Segment revenue YoY: Life Sciences Solutions +6% ($2.50 b); Analytical Instruments −3% ($1.73 b); Specialty Diagnostics +1% ($1.13 b); Laboratory Products & Biopharma Services +4% ($6.00 b). Growth came from North America (+3%) and Europe (+6%); Asia-Pacific declined 3%.

The effective tax rate dropped to 5.6% YTD (vs 12.2%) thanks to a $153 m deferred-tax benefit on intra-entity transfers. Management expects another ~$140 m of restructuring, mainly in Laboratory Products.

Investor focus: steady EPS aided by tax gains, soft operating margin, cash-flow pressure, and higher leverage partially offset by strong liquidity.

Positive

• EPS up 6% YoY to $4.28 despite only 3% revenue growth.
• Life Sciences Solutions revenue +6%, indicating recovery in bioprocessing demand.
• Deferred-tax benefits cut effective tax rate to 5.6%, supporting bottom-line.
• Shareholder returns: $2 b buybacks and $311 m dividends paid.
• Liquidity: $4.6 b cash plus $5 b unused revolver.

Negative

• Operating cash flow −34% YTD due to working-capital build.
• Operating margin contracted 40 bp to 16.9%.
• Total debt increased to $35.3 b (+13% vs YE-24).
• Analytical Instruments revenue −3%; Asia-Pacific regional sales −3%.
• Upcoming restructuring (~$140 m) may pressure near-term earnings.

Insights

Equity Research Analyst

TL;DR: Solid EPS beat from tax benefit, but cash flow and margin erosion temper enthusiasm.

Revenue growth was modest and broad-based, illustrating continued end-market demand despite macro headwinds. A sharply lower tax rate delivered most of the 6% EPS increase; underlying operating income rose less than 1% and margin compressed 40 bp. Operating cash flow deterioration—down one-third on higher working capital—raises questions about inventory discipline and customer payment terms. Debt issuance funded buybacks, pushing net leverage higher; however, liquidity remains ample with $4.6 b cash and an untapped $5 b revolver. Near-term catalysts include the announced $140 m restructuring that should support 2026 margins. Overall impact: modestly positive but quality of earnings is mixed.

Portfolio Manager

TL;DR: Earnings resilient; watch leverage and Asia-Pac softness before adding exposure.

Thermo Fisher delivered EPS growth, maintained double-digit ROIC and continued shareholder returns via dividends and $2 b buybacks. Life Sciences Solutions rebounded (+6%) and Lab Products & Biopharma Services stayed strong, supporting the long-term growth narrative in bioprocessing and CDMO. Yet Analytical Instruments weakness and Asia-Pacific decline hint at cyclical softness. Rising gross debt (+13%) and weaker cash generation tighten the balance-sheet buffer, though the fixed-rate profile and staggered maturities limit refinancing risk. Stock likely trades sideways until clearer signs of margin recovery or China demand stabilization emerge.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 28, 2025 or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-8002

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its charter)

Delaware			04-2209186
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

TMO

New York Stock Exchange

3.200% Notes due 2026

TMO 26B

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

3.650% Notes due 2034

TMO 34

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒                                              Accelerated filer ☐                                       Non-accelerated filer ☐

Smaller reporting company ☐                                      Emerging growth company ☐

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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of June 28, 2025, the Registrant had 377,612,121 shares of Common Stock outstanding.

THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 28, 2025

TABLE OF CONTENTS
						Page
PART I - FINANCIAL INFORMATION
Item 1.			Financial Statements (Unaudited)			3
			Condensed Consolidated Balance Sheets			3
			Condensed Consolidated Statements of Income			4
			Condensed Consolidated Statements of Comprehensive Income			5
			Condensed Consolidated Statements of Cash Flows			6
			Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Equity			7
			Notes to Condensed Consolidated Financial Statements			9
			Note 1. Nature of Operations and Summary of Significant Accounting Policies			9
			Note 2. Supplemental Balance Sheet Information			10
			Note 3. Debt and Other Financing Arrangements			11
			Note 4. Fair Value Measurements			13
			Note 5. Commitments and Contingencies			15
			Note 6. Supplemental Income Statement Information			16
			Note 7. Income Taxes			18
			Note 8. Comprehensive Income/(Loss) and Shareholders' Equity			19
			Note 9. Supplemental Cash Flow Information			19
			Note 10. Derivatives			20
			Note 11. Business Segment Information			21
			Note 12. Acquisitions			25
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			34
Item 4.			Controls and Procedures			34
PART II - OTHER INFORMATION
Item 1.			Legal Proceedings			35
Item 1A.			Risk Factors			35
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 5.			Other Information			35
Item 6.			Exhibits			35

2

THERMO FISHER SCIENTIFIC INC.

PART I    FINANCIAL INFORMATION

Item 1.    Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

						June 28,						December 31,
(In millions except share and per share amounts)						2025						2024
Assets
Current assets:
Cash and cash equivalents						$	4,576					$	4,009
Short-term investments						1,814						1,561
Accounts receivable, less allowances of $160 and $173						8,594						8,191
Inventories						5,559						4,978
Contract assets, net						1,441						1,435
Other current assets						2,599						1,964
Total current assets						24,584						22,137
Property, plant and equipment, net						9,635						9,306
Acquisition-related intangible assets, net						15,148						15,533
Other assets						4,615						4,492
Goodwill						47,249						45,853
Total assets						$	101,230					$	97,321
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations						$	2,214					$	2,214
Accounts payable						2,980						3,079
Accrued payroll and employee benefits						1,518						1,988
Contract liabilities						2,805						2,852
Other accrued expenses						3,200						3,199
Total current liabilities						12,718						13,332
Deferred income taxes						624						1,268
Other long-term liabilities						4,270						3,989
Long-term obligations						33,015						29,061
Redeemable noncontrolling interest						126						120
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued						—						—
Common stock, $1 par value, 1,200,000,000 shares authorized; 444,366,652 and 443,841,240 shares issued						444						444
Capital in excess of par value						18,232						17,962
Retained earnings						55,901						53,102
Treasury stock at cost, 66,754,531 and 63,066,906 shares						(21,269)						(19,226)
Accumulated other comprehensive income/(loss)						(2,797)						(2,697)
Total Thermo Fisher Scientific Inc. shareholders’ equity						50,512						49,584
Noncontrolling interests						(35)						(33)
Total equity						50,476						49,551
Total liabilities, redeemable noncontrolling interest and equity						$	101,230					$	97,321

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

3

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

						Three months ended												Six months ended
						June 28,						June 29,						June 28,						June 29,
(In millions except per share amounts)						2025						2024						2025						2024
Revenues
Product revenues						$	6,249					$	6,163					$	12,229					$	12,118
Service revenues						4,605						4,378						8,990						8,768
Total revenues						10,855						10,541						21,219						20,886
Costs and operating expenses:
Cost of product revenues						3,239						3,080						6,364						6,019
Cost of service revenues						3,207						3,114						6,212						6,315
Selling, general and administrative expenses						2,140						2,111						4,218						4,293
Research and development expenses						352						339						695						670
Restructuring and other costs						82						77						180						106
Total costs and operating expenses						9,021						8,722						17,668						17,404
Operating income						1,834						1,820						3,551						3,483
Interest income						297						295						501						574
Interest expense						(404)						(354)						(707)						(717)
Other income/(expense)						(19)						5						(16)						14
Income before income taxes						1,709						1,765						3,329						3,354
Benefit from/(provision for) income taxes						(92)						(128)						(187)						(408)
Equity in earnings/(losses) of unconsolidated entities						2						(84)						(12)						(61)
Net income						1,618						1,553						3,130						2,885
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest						2						6						6						9
Net income attributable to Thermo Fisher Scientific Inc.						$	1,617					$	1,548					$	3,124					$	2,875
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic						$	4.28					$	4.05					$	8.27					$	7.53
Diluted						$	4.28					$	4.04					$	8.26					$	7.50
Weighted average shares
Basic						378						382						378						382
Diluted						378						383						378						383

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

4

THERMO FISHER SCIENTIFIC INC.

 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

						Three months ended												Six months ended
						June 28,						June 29,						June 28,						June 29,
(In millions)						2025						2024						2025						2024
Comprehensive income/(loss)
Net income						$	1,618					1,553						$	3,130					$	2,885
Other comprehensive income/(loss):
Currency translation adjustment:
Currency translation adjustment (net of tax provision (benefit) of $(207), $88, $(414) and $255)						(447)						346						(87)						802
Unrealized gains/(losses) on available-for-sale debt securities
Unrealized holding losses arising during the period (net of tax (provision) benefit of $0, $0, $0 and $0)						—						—						—						(1)
Unrealized gains/(losses) on hedging instruments:
Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $0, $0, $0 and $0)						1						1						1						1
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $3, $0, $4 and $0)						(8)						—						(11)						1
Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $1, $0, $1 and $0)						3						1						4						1
Total other comprehensive income/(loss)						(451)						348						(93)						805
Comprehensive income/(loss)						1,168						1,901						3,037						3,689
Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest						4						3						12						3
Comprehensive income attributable to Thermo Fisher Scientific Inc.						$	1,164					$	1,899					$	3,025					$	3,686

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

5

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

						Six months ended
						June 28,						June 29,
(In millions)						2025						2024
Operating activities
Net income						$	3,130					$	2,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment						532						562
Amortization of acquisition-related intangible assets						859						1,065
Change in deferred income taxes						(601)						(607)
Stock-based compensation						156						154
Other net non-cash expenses						198						157
Changes in assets and liabilities, excluding the effects of acquisitions						(2,151)						(1,003)
Net cash provided by operating activities						2,122						3,211
Investing activities
Purchases of property, plant and equipment						(656)						(648)
Proceeds from sale of property, plant and equipment						13						20
Proceeds from cross-currency interest rate swap interest settlements						134						111
Purchases of investments						(311)						(1,778)
Other investing activities, net						6						12
Net cash used in investing activities						(815)						(2,283)
Financing activities
Net proceeds from issuance of debt						2,840						1,204
Repayment of debt						(1,625)						—
Purchases of company common stock						(2,000)						(3,000)
Dividends paid						(311)						(284)
Other financing activities, net						3						145
Net cash used in financing activities						(1,093)						(1,936)
Exchange rate effect on cash						348						7
Increase (decrease) in cash, cash equivalents and restricted cash						563						(1,000)
Cash, cash equivalents and restricted cash at beginning of period						4,040						8,097
Cash, cash equivalents and restricted cash at end of period						$	4,603					$	7,097

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

6

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)															Shares						Amount																		Shares						Amount
															Three months ended June 28, 2025
Balance at March 29, 2025						$	128								444						$	444					$	18,111					$	54,447					67						$	(21,269)					$	(2,343)					$	49,390					$	(33)					$	49,357
Issuance of shares under stock plans						—									—						—						41						—						—						(1)						—						40						—						40
Stock-based compensation						—									—						—						81						—						—						—						—						81						—						81
Dividends declared ($0.43 per share)						—									—						—						—						(163)						—						—						—						(163)						—						(163)
Net income/(loss)						3									—						—						—						1,617						—						—						—						1,617						(2)						1,615
Other comprehensive income/(loss)						3									—						—						—						—						—						—						(453)						(453)						—						(454)
Contributions from (distributions to) noncontrolling interests						(8)									—						—						—						—						—						—						—						—						—						—
Balance at June 28, 2025						$	126								444						$	444					$	18,232					$	55,901					67						$	(21,269)					$	(2,797)					$	50,512					$	(35)					$	50,476
															Three months ended June 29, 2024
Balance at March 30, 2024						$	119								443						$	443					$	17,482					$	48,542					61						$	(18,186)					$	(2,764)					$	45,516					$	(12)					$	45,504
Issuance of shares under stock plans						—									—						—						83						—						—						(2)						—						81						—						81
Stock-based compensation						—									—						—						84						—						—						—						—						84						—						84
Dividends declared ($0.39 per share)						—									—						—						—						(149)						—						—						—						(149)						—						(149)
Net income/(loss)						6									—						—						—						1,548						—						—						—						1,548						—						1,548
Other comprehensive income/(loss)						(3)									—						—						—						—						—						—						351						351						—						351
Contributions from (distributions to) noncontrolling interests						(7)									—						—						—						—						—						—						—						—						—						—
Excise tax from stock repurchases						—									—						—						—						—						—						1						—						1						—						1
Balance at June 29, 2024						$	115								443						$	443					$	17,649					$	49,940					61						$	(18,187)					$	(2,413)					$	47,432					$	(12)					$	47,419

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

7

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)															Shares						Amount																		Shares						Amount
															Six months ended June 28, 2025
Balance at December 31, 2024						$	120								444						$	444					$	17,962					$	53,102					63						$	(19,226)					$	(2,697)					$	49,584					$	(33)					$	49,551
Issuance of shares under stock plans						—									1						1						115						—						—						(26)						—						90						—						90
Stock-based compensation						—									—						—						156						—						—						—						—						156						—						156
Purchases of company common stock						—									—						—						—						—						4						(2,000)						—						(2,000)						—						(2,000)
Dividends declared ($0.86 per share)						—									—						—						—						(325)						—						—						—						(325)						—						(325)
Net income/(loss)						8									—						—						—						3,124						—						—						—						3,124						(2)						3,122
Other comprehensive income/(loss)						6									—						—						—						—						—						—						(99)						(99)						—						(99)
Contributions from (distributions to) noncontrolling interest						(8)									—						—						—						—						—						—						—						—						(1)						(1)
Excise tax from stock repurchases						—									—						—						—						—						—						(17)						—						(17)						—						(17)
Balance at June 28, 2025						$	126								444						$	444					$	18,232					$	55,901					67						$	(21,269)					$	(2,797)					$	50,512					$	(35)					$	50,476
															Six months ended June 29, 2024
Balance at December 31, 2023						$	118								442						$	442					$	17,286					$	47,364					56						$	(15,133)					$	(3,224)					$	46,735					$	(11)					$	46,724
Issuance of shares under stock plans						—									1						1						209						—						—						(26)						—						184						—						184
Stock-based compensation						—									—						—						154						—						—						—						—						154						—						154
Purchases of company common stock						—									—						—						—						—						6						(3,000)						—						(3,000)						—						(3,000)
Dividends declared ($0.78 per share)						—									—						—						—						(298)						—						—						—						(298)						—						(298)
Net income/(loss)						10									—						—						—						2,875						—						—						—						2,875						(1)						2,874
Other comprehensive income/(loss)						(6)									—						—						—						—						—						—						811						811						—						811
Contributions from (distributions to) noncontrolling interest						(7)									—						—						—						—						—						—						—						—						(1)						(1)
Excise tax from stock repurchases						—									—						—						—						—						—						(28)						—						(28)						—						(28)
Balance at June 29, 2024						$	115								443						$	443					$	17,649					$	49,940					61						$	(18,187)					$	(2,413)					$	47,432					$	(12)					$	47,419

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

8

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.    Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics 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.

Interim Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at June 28, 2025, the results of operations for the three- and six-month periods ended June 28, 2025 and June 29, 2024, and the cash flows for the six-month periods ended June 28, 2025 and June 29, 2024. Interim results are not necessarily indicative of results for a full year.

The condensed consolidated balance sheet presented as of December 31, 2024, has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2024 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Note 1 to the consolidated financial statements for 2024 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the company’s significant accounting policies during the six months ended June 28, 2025.

Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact on the company's financial statements or disclosures.

9

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Standard

Description

Required adoption timing and approach

Impact of adoption or other significant matters

Standards recently adopted

ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

New guidance to disclose information about supplier finance programs. Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented.

Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method

Not material

ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures

Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.

2024 annual report and interim periods thereafter using a retrospective method

Increased disclosures in Note 11

Standards not yet adopted

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.

2025 annual report and interim periods thereafter using a prospective or retrospective method

Will increase disclosures in Note 7

ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

New guidance to disclose specified information about certain costs and expenses.

2027 annual report and interim periods thereafter using a prospective or retrospective method

Will increase disclosures in Note 6

Note 2.    Supplemental Balance Sheet Information

Inventories

The components of inventories are as follows:

(In millions)						June 28, 2025						December 31, 2024
Raw materials						$	1,947					$	1,803
Work in process						947						755
Finished goods						2,665						2,420
Inventories						$	5,559					$	4,978

Contract-related Balances

Contract asset and liability balances are as follows:

(In millions)						June 28, 2025						December 31, 2024
Current contract assets, net						$	1,441					$	1,435
Noncurrent contract assets, net						1						6
Current contract liabilities						2,805						2,852
Noncurrent contract liabilities						1,122						1,138

In the three- and six-month periods ended June 28, 2025, the company recognized revenues of $0.73 billion and $2.09 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 $0.67 billion and $2.00 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 $25.04 billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately 54% of which is expected to occur within the next twelve months. Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years.

10

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3.    Debt and Other Financing Arrangements

The company’s debt and other financing arrangements are as follows:

						Effective interest rate at June 28,						June 28,						December 31,
(Dollars in millions)						2025						2025						2024
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)												$	—					$	828
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)												—						663
0.853% 3-Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)						1.05		%				154						142
0.00% 4-Year Senior Notes, Due 11/18/2025 (euro-denominated)						0.16		%				644						569
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)						3.38		%				586						518
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)						1.53		%				820						725
4.953% 3-Year Senior Notes, Due 8/10/2026						5.18		%				600						600
0.832% 1.5-Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)						1.14		%				513						—
5.00% 3-Year Senior Notes, Due 12/5/2026						5.26		%				1,000						1,000
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)						1.66		%				586						518
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)						1.97		%				703						621
1.054% 5-Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)						1.18		%				200						184
4.80% 5-Year Senior Notes, Due 11/21/2027						5.00		%				600						600
0.790% 3-Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)						1.35		%				110						—
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)						0.78		%				937						828
1.6525% 4-Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)						1.79		%				413						364
0.77% 5-Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)						0.90		%				200						184
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)						1.46		%				703						621
1.75% 7-Year Senior Notes, Due 10/15/2028						1.89		%				700						700
5.00% 5-Year Senior Notes, Due 1/31/2029						5.24		%				1,000						1,000
1.125% 4-Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)						1.26		%				394						—
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)						2.08		%				820						725
2.60% 10-Year Senior Notes, Due 10/1/2029						2.74		%				900						900
1.279% 7-Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)						1.44		%				32						30
1.120% 5-Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)						1.25		%				293						—
4.977% 7-Year Senior Notes, Due 8/10/2030						5.12		%				750						750
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)						0.89		%				2,051						1,812
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)						1.14		%				1,055						932
2.00% 10-Year Senior Notes, Due 10/15/2031						2.23		%				1,200						1,200
1.8401% 8-Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)						1.92		%				519						457
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)						2.55		%				703						621
1.49% 10-Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)						1.60		%				44						40
4.95% 10-Year Senior Notes, Due 11/21/2032						5.09		%				600						600
1.4175% 8-Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)						1.49		%				438						—
5.086% 10-Year Senior Notes, Due 8/10/2033						5.20		%				1,000						1,000
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)						1.21		%				1,758						1,553
5.20% 10-Year Senior Notes, Due 1/31/2034						5.34		%				500						500
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)						3.76		%				879						777
1.50% 12-Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)						1.58		%				149						137
2.0375% 12-Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)						2.10		%				407						358
1.520% 12-Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)						1.56		%				389						—
1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)						1.71		%				269						—

11

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

						Effective interest rate at June 28,						June 28,						December 31,
(Dollars in millions)						2025						2025						2024
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)						2.94		%				820						725
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)						1.73		%				1,055						932
2.80% 20-Year Senior Notes, Due 10/15/2041						2.90		%				1,200						1,200
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)						1.78		%				1,465						1,294
2.069% 20-Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)						2.13		%				101						93
5.404% 20-Year Senior Notes, Due 8/10/2043						5.50		%				600						600
2.02% 20-Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated)						2.06		%				200						184
5.30% 30-Year Senior Notes, Due 2/1/2044						5.37		%				400						400
1.49% 20-Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)						1.54		%				232						—
1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)						1.95		%				169						—
4.10% 30-Year Senior Notes, Due 8/15/2047						4.23		%				750						750
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)						1.99		%				1,172						1,035
1.47% 25-Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)						1.49		%				409						—
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)						2.07		%				879						777
2.382% 30-Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)						2.43		%				230						212
Other												1						73
Total borrowings at par value												35,303						31,332
Unamortized discount												(98)						(95)
Unamortized debt issuance costs												(172)						(164)
Total borrowings at carrying value												35,033						31,072
Finance lease liabilities												196						202
Less: Short-term obligations and current maturities												2,214						2,214
Long-term obligations												$	33,015					$	29,061

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 $5.00 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 3.5:1.0 as of the last day of any fiscal quarter. As of June 28, 2025, no 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 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

12

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Senior Notes

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes, and Japanese yen-denominated and Swiss franc-denominated private placement notes may be redeemed at a redemption price of 100% 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 0.00% Senior Notes due 2025, the 0.80% Senior Notes due 2030, the 1.125% Senior Notes due 2033, the 1.625% Senior Notes due 2041, and the 2.00% Senior Notes due 2051. 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.    Fair Value Measurements

Fair Value Measurements

The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis:

						June 28,						Quoted prices in active markets						Significant other observable inputs						Significant unobservable inputs
(In millions)						2025						(Level 1)						(Level 2)						(Level 3)
Assets
Cash equivalents						$	1,431					$	1,431					$	—					$	—
Bank time deposits						1,810						1,810						—						—
Investments						76						17						—						59
Insurance contracts						262						—						262						—
Derivative contracts						175						—						175						—
Total assets						$	3,755					$	3,258					$	437					$	59
Liabilities
Derivative contracts						$	409					$	—					$	409					$	—
Contingent consideration						5						—						—						5
Total liabilities						$	415					$	—					$	409					$	5

13

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

						December 31,						Quoted prices in active markets						Significant other observable inputs						Significant unobservable inputs
(In millions)						2024						(Level 1)						(Level 2)						(Level 3)
Assets
Cash equivalents						$	1,103					$	1,103					$	—					$	—
Bank time deposits						1,560						1,560						—						—
Investments						39						18						—						21
Insurance contracts						240						—						240						—
Derivative contracts						460						—						460						—
Total assets						$	3,401					$	2,680					$	700					$	21
Liabilities
Derivative contracts						$	59					$	—					$	59					$	—
Contingent consideration						13						—						—						13
Total liabilities						$	72					$	—					$	59					$	13

In the three- and six-month periods ended June 28, 2025, the company recorded $(3) million and $(2) 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 $10 million, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration.

						Three months ended												Six months ended
						June 28,						June 29,						June 28,						June 29,
(In millions)						2025						2024						2025						2024
Contingent consideration
Beginning balance						$	13					$	83					$	13					$	87
Payments						(6)						—						(6)						(2)
Changes in fair value included in earnings						(2)						(72)						(1)						(74)
Ending balance						$	5					$	12					$	5					$	12

The following table provides a rollforward of investments classified as level 3:

						Three months ended						Six months ended
						June 28,												June 28,
(In millions)						2025												2025
Investments
Beginning balance						$	31											$	21
Purchases						28												38
Ending balance						$	59											$	59

14

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value of Other Financial Instruments

The carrying value and fair value of the company’s debt instruments are as follows:

						June 28, 2025												December 31, 2024
						Carrying						Fair						Carrying						Fair
(In millions)						value						value						value						value
Senior notes						$	35,031					$	32,400					$	30,999					$	28,454
Other						1						1						73						73
						$	35,033					$	32,402					$	31,072					$	28,527

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.    Commitments and Contingencies

Environmental Matters

The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At June 28, 2025, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.

Litigation and Related Contingencies

The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows.

Product Liability, Workers Compensation and Other Personal Injury Matters

The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. At June 28, 2025, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K. Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

15

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6.    Supplemental Income Statement Information

Disaggregated Revenues

Revenues by type are as follows:

						Three months ended												Six months ended
(In millions)						June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Revenues
Consumables						$	4,606					$	4,363					$	8,960					$	8,690
Instruments						1,644						1,800						3,270						3,428
Services						4,605						4,378						8,990						8,768
Consolidated revenues						$	10,855					$	10,541					$	21,219					$	20,886

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						$	5,722					$	5,529					$	11,235					$	11,048
Europe						2,830						2,663						5,454						5,282
Asia-Pacific						1,920						1,971						3,811						3,831
Other regions						383						379						720						725
Consolidated revenues						$	10,855					$	10,541					$	21,219					$	20,886

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

Revenues by business are as follows:

						Three months ended												Six months ended
(In millions)						June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Revenues
Biosciences						$	1,075					$	1,059					$	2,068					$	2,118
Genetic sciences						679						663						1,356						1,300
BioProduction						745						633						1,416						1,223
Life Sciences Solutions						2,499						2,355						4,840						4,640
Chromatography and mass spectrometry						784						773						1,557						1,562
Chemical analysis						292						324						578						644
Electron microscopy						652						684						1,311						1,263
Analytical Instruments						1,728						1,782						3,446						3,469
Clinical diagnostics						276						273						539						536
ImmunoDiagnostics						234						226						451						437
Microbiology						159						158						311						312
Transplant diagnostics						124						111						237						217
Healthcare market channel						407						411						880						849
Elimination of intrasegment revenues						(65)						(62)						(137)						(125)
Specialty Diagnostics						1,134						1,117						2,282						2,227
Laboratory products						601						639						1,183						1,264
Research and safety market channel						1,883						1,775						3,610						3,486
Pharma services						1,794						1,627						3,401						3,205
Clinical research						1,955						1,949						3,894						3,982
Elimination of intrasegment revenues and other						(238)						(233)						(453)						(457)
Laboratory Products and Biopharma Services						5,995						5,758						11,635						11,480
Elimination of intersegment revenues						(501)						(470)						(983)						(930)
Consolidated revenues						$	10,855					$	10,541					$	21,219					$	20,886

16

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Restructuring and Other Costs

In the first six months of 2025, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters. In 2025, severance actions associated with facility consolidations and cost reduction measures affected approximately 2% 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 $140 million, primarily in 2025, and expects to identify additional actions in future periods.

Restructuring and other costs by segment are as follows:

						Three months ended												Six months ended
(In millions)						June 28, 2025												June 28, 2025
Life Sciences Solutions						$	11											$	54
Analytical Instruments						10												14
Specialty Diagnostics						3												5
Laboratory Products and Biopharma Services						56												100
Corporate						2												7
						$	82											$	180

The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets. Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table.

(In millions)																								Total (a)
Balance at December 31, 2024																								$	50
Net restructuring charges incurred in 2025 (b)																								99
Payments																								(78)
Currency translation																								4
Balance at June 28, 2025																								$	74

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

(b)Excludes $82 million of net charges, principally $67 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.

Earnings per Share

The company’s earnings per share are as follows:

						Three months ended												Six months ended
						June 28,						June 29,						June 28,						June 29,
(In millions except per share amounts)						2025						2024						2025						2024
Net income attributable to Thermo Fisher Scientific Inc.						$	1,617					$	1,548					$	3,124					$	2,875
Basic weighted average shares						378						382						378						382
Plus effect of: stock options and restricted stock units						—						1						1						1
Diluted weighted average shares						378						383						378						383
Basic earnings per share						$	4.28					$	4.05					$	8.27					$	7.53
Diluted earnings per share						$	4.28					$	4.04					$	8.26					$	7.50
Antidilutive stock options excluded from diluted weighted average shares						4						2						3						2

17

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7.    Income Taxes

The provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following:

						Six months ended
(In millions)						June 28, 2025						June 29, 2024
Statutory federal income tax rate						21		%				21		%
Provision for income taxes at statutory rate						$	699					$	704
Increases (decreases) resulting from:
Foreign rate differential						(72)						(76)
Income tax credits						(99)						(141)
Global intangible low-taxed income						23						25
Foreign-derived intangible income						(53)						(47)
Excess tax benefits from stock options and restricted stock units						(9)						(45)
Provision for (reversal of) tax reserves, net						(28)						195
Intra-entity transfers						(153)						(102)
Domestication transaction						(125)						—
Provision for (reversal of) valuation allowances, net						(85)						(67)
Withholding taxes						7						9
Tax return reassessments and settlements						30						(35)
State income taxes, net of federal tax						43						39
Equity method investments						(2)						(45)
Other, net						12						(4)
Provision for/(benefit from) income taxes						$	187					$	408

During the first quarter of 2025, the company recorded a deferred tax benefit of $125 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 $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.

During the first quarter of 2024, the company recorded a tax reserve and associated interest of $240 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 $183 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 70 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 $0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions)						2025
Balance at beginning of year						$	525
Additions for tax positions of current year						22
Reductions for tax positions of prior years						(8)
Closure of tax years						(19)
Settlements						(1)
Balance at end of period						$	520

18

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8.    Comprehensive Income/(Loss) and Shareholders' Equity

Comprehensive Income/(Loss)

Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows:

(In millions)						Currency translation adjustment												Unrealized gains/(losses) on hedging instruments						Pension and other postretirement benefit liability adjustment						Total
						Three months ended June 28, 2025
Balance at March 29, 2025						$	(2,053)											$	(24)					$	(265)					$	(2,343)
Other comprehensive income/(loss) before reclassifications						(447)												—						(8)						(455)
Amounts reclassified from accumulated other comprehensive income/(loss)						(2)												1						3						1
Net other comprehensive income/(loss)						(449)												1						(5)						(453)
Balance at June 28, 2025						$	(2,502)											$	(24)					$	(270)					$	(2,797)
						Six months ended June 28, 2025
Balance at December 31, 2024						$	(2,409)											$	(25)					$	(263)					$	(2,697)
Other comprehensive income/(loss) before reclassifications						(87)												—						(11)						(98)
Amounts reclassified from accumulated other comprehensive income/(loss)						(6)												1						4						(2)
Net other comprehensive income/(loss)						(93)												1						(8)						(99)
Balance at June 28, 2025						$	(2,502)											$	(24)					$	(270)					$	(2,797)

Note 9.    Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

						Six months ended
(In millions)						June 28, 2025						June 29, 2024
Non-cash investing and financing activities
Acquired but unpaid property, plant and equipment						$	206					$	166
Declared but unpaid dividends						165						151
Issuance of stock upon vesting of restricted stock units						69						71
Excise tax from stock repurchases						17						28

Cash, cash equivalents and restricted cash is included in the accompanying balance sheet as follows:

(In millions)						June 28, 2025						December 31, 2024
Cash and cash equivalents						$	4,576					$	4,009
Restricted cash included in other current assets						3						10
Restricted cash included in other assets						24						21
Cash, cash equivalents and restricted cash						$	4,603					$	4,040

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.

19

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10.    Derivatives

Derivative Contracts

The following table provides the aggregate notional value of outstanding derivative contracts.

(In millions)						June 28, 2025						December 31, 2024
Notional amount
Cross-currency interest rate swaps designated as net investment hedge - euro						$	1,000					$	1,000
Cross-currency interest rate swaps designated as net investment hedge - Japanese yen						4,650						4,650
Cross-currency interest rate swaps designated as net investment hedge - Swiss franc						2,500						2,500
Currency exchange contracts						1,392						1,588

While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet. The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income.

						Fair value – assets												Fair value – liabilities
						June 28,						December 31,						June 28,						December 31,
(In millions)						2025						2024						2025						2024
Derivatives designated as hedging instruments
Cross-currency interest rate swaps						$	174					$	458					$	407					$	57
Derivatives not designated as hedging instruments
Currency exchange contracts						1						2						2						2
Total derivatives						$	175					$	460					$	409					$	59

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.

						Gain/(loss) recognized
						Three months ended												Six months ended
						June 28,						June 29,						June 28,						June 29,
(In millions)						2025						2024						2025						2024
Derivatives designated as cash flow hedges
Interest rate swaps
Amount reclassified from accumulated other comprehensive income/(loss) to interest expense						$	(1)					$	(1)					$	(2)					$	(2)
Financial instruments designated as net investment hedges
Foreign currency-denominated debt and other payables
Included in currency translation adjustment within other comprehensive income/(loss)						(788)						85						(1,238)						361
Cross-currency interest rate swaps
Included in currency translation adjustment within other comprehensive income/(loss)						(515)						293						(634)						736
Included in interest expense						67						68						134						134
Derivatives not designated as hedging instruments
Currency exchange contracts
Included in cost of product revenues						(3)						4						(2)						7
Included in other income/(expense)						3						(4)						13						(10)

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.

See Note 1 to the consolidated financial statements for 2024 included in the company’s Annual Report on Form 10-K for additional information on the company’s risk management objectives and strategies.

20

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11.    Business Segment Information

Business Segment Information

The company’s financial performance is reported in four 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.

2025

			Three months ended June 28, 2025
(In millions)			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Total
Revenues
Revenues from external customers			$	2,115		$	1,669		$	1,118		$	5,953		$	10,855
Intersegment revenues			385			58			16			42			501
			2,499			1,728			1,134			5,995			11,356
Elimination of intersegment revenues															(501)
Consolidated revenues															$	10,855
Segment Income
Cost of revenues			925			902			640			4,683
Selling, general, and administrative expenses			467			318			183			599
Research and development expenses			136			145			47			14
Other segment items			53			37			(42)			(126)
Segment income			919			325			306			825			2,375
Unallocated amounts
Cost of revenues adjustments															(10)
Selling, general and administrative expenses adjustments															(20)
Restructuring and other costs															(82)
Amortization of acquisition-related intangible assets															(429)
Interest income															297
Interest expense															(404)
Other income/(expense)															(19)
Consolidated income before income taxes															$	1,709

(In millions)			Unallocated amounts			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Consolidated
Segment assets			$	87,013		$	3,142		$	3,070		$	1,295		$	6,711		$	101,230
Purchases of property, plant and equipment			25			25			13			25			206			294
Depreciation of property, plant and equipment			—			56			26			23			152			256

21

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024

			Three months ended June 29, 2024
(In millions)			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Total
Revenues
Revenues from external customers			$	1,996		$	1,727		$	1,100		$	5,719		$	10,541
Intersegment revenues			359			55			17			39			470
			2,355			1,782			1,117			5,758			11,011
Elimination of intersegment revenues															(470)
Consolidated revenues															$	10,541
Segment Income
Cost of revenues			860			852			623			4,504
Selling, general, and administrative expenses			428			305			188			596
Research and development expenses			130			139			44			17
Other segment items			73			47			(37)			(104)
Segment income			865			439			299			745			2,347
Unallocated amounts
Cost of revenues adjustments															(1)
Selling, general and administrative expenses adjustments															64
Restructuring and other costs															(77)
Amortization of acquisition-related intangible assets															(513)
Interest income															295
Interest expense															(354)
Other income/(expense)															5
Consolidated income before income taxes															$	1,765

(In millions)			Unallocated amounts			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Consolidated
Segment assets			$	85,247		$	3,025		$	2,723		$	1,188		$	6,314		$	98,496
Purchases of property, plant and equipment			15			26			18			21			220			301
Depreciation of property, plant and equipment			—			57			25			22			173			276

22

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025

			Six months ended June 28, 2025
(In millions)			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Total
Revenues
Revenues from external customers			$	4,069		$	3,346		$	2,248		$	11,556		$	21,219
Intersegment revenues			771			99			34			79			983
			4,840			3,446			2,282			11,635			22,202
Elimination of intersegment revenues															(983)
Consolidated revenues															$	21,219
Segment Income
Cost of revenues			1,781			1,738			1,319			9,107
Selling, general, and administrative expenses			936			633			354			1,191
Research and development expenses			273			282			92			27
Other segment items			97			69			(93)			(246)
Segment income			1,753			724			610			1,557			4,644
Unallocated amounts
Cost of revenues adjustments															(21)
Selling, general and administrative expenses adjustments															(34)
Restructuring and other costs															(180)
Amortization of acquisition-related intangible assets															(859)
Interest income															501
Interest expense															(707)
Other income/(expense)															(16)
Consolidated income before income taxes															$	3,329

(In millions)			Unallocated amounts			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Consolidated
Segment assets			$	87,013		$	3,142		$	3,070		$	1,295		$	6,711		$	101,230
Purchases of property, plant and equipment			61			69			57			58			412			656
Depreciation of property, plant and equipment			—			114			50			44			324			532

23

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024

			Six months ended June 29, 2024
(In millions)			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Total
Revenues
Revenues from external customers			$	3,926		$	3,356		$	2,200		$	11,404		$	20,886
Intersegment revenues			714			113			27			76			930
			4,640			3,469			2,227			11,480			21,817
Elimination of intersegment revenues															(930)
Consolidated revenues															$	20,886
Segment Income
Cost of revenues			1,680			1,651			1,251			9,004
Selling, general, and administrative expenses			859			623			375			1,181
Research and development expenses			262			270			84			34
Other segment items			133			86			(76)			(228)
Segment income			1,705			838			593			1,489			4,625
Unallocated amounts
Cost of revenues adjustments															(17)
Selling, general and administrative expenses adjustments															45
Restructuring and other costs															(106)
Amortization of acquisition-related intangible assets															(1,065)
Interest income															574
Interest expense															(717)
Other income/(expense)															14
Consolidated income before income taxes															$	3,354

(In millions)			Unallocated amounts			Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Biopharma Services			Consolidated
Segment assets			$	85,247		$	3,025		$	2,723		$	1,188		$	6,314		$	98,496
Purchases of property, plant and equipment			38			51			46			53			460			648
Depreciation of property, plant and equipment			—			112			50			44			356			562

24

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12.    Acquisitions

The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products and services.

Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition.

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 $4.0 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.

The components of the purchase price and net assets acquired are as follows:

(In millions)						Olink
Purchase price
Cash paid						$	3,215
Purchase price payable						28
Cash acquired						(97)
						$	3,146
Net assets acquired
Definite-lived intangible assets
Customer relationships						$	708
Product technology						207
Tradenames						97
Goodwill						2,301
Net tangible assets						9
Deferred tax assets (liabilities)						(176)
						$	3,146

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are 19 years for customer relationships, 15 years for product technology, and 15 years for tradenames. The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is 18 years.

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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		%

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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

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.

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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.

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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.

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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.

30

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.

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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.

32

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

33

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.

34

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 Trading Arrangements

On April 25, 2025, Marc Casper, our chairman, president and chief executive officer, terminated the trading plan that he had previously adopted on August 7, 2024. On April 28, 2025, Mr. Casper adopted 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 53,250 shares of company common stock, through February 13, 2026. 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.

35

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

36

FAQ

How did Thermo Fisher (TMO) revenue perform in Q2 2025?

Revenue grew 3% YoY to $10.86 b, with product sales up 1% and services up 5%.

What was Thermo Fisher’s Q2 2025 diluted EPS?

Diluted EPS was $4.28, a 6% increase from $4.04 in Q2 2024.

Why did TMO’s effective tax rate decline in 2025?

A $153 m deferred-tax benefit from intra-entity transfers drove the effective tax rate down to 5.6% YTD.

How did operating cash flow change year-to-date?

Operating cash flow fell 34% to $2.12 b, mainly due to higher inventories and receivables.

Which TMO segment showed the strongest growth in Q2 2025?

Life Sciences Solutions grew the most, up 6% YoY to $2.50 b.

What is Thermo Fisher’s current debt level?

Total borrowings at par value are $35.3 b, up from $31.3 b at year-end 2024.

Is Thermo Fisher planning additional restructuring?

Yes, management identified approximately $140 m of additional restructuring charges, primarily in 2025.