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    SEC Form 10-Q filed by Thermo Fisher Scientific Inc

    5/2/25 10:04:18 AM ET
    $TMO
    Industrial Machinery/Components
    Industrials
    Get the next $TMO alert in real time by email
    tmo-20250329
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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 March 29, 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)
    Delaware04-2209186
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, $1.00 par valueTMONew York Stock Exchange
    3.200% Notes due 2026TMO 26BNew York Stock Exchange
    1.400% Notes due 2026TMO 26ANew York Stock Exchange
    1.450% Notes due 2027TMO 27New York Stock Exchange
    1.750% Notes due 2027TMO 27BNew York Stock Exchange
    0.500% Notes due 2028TMO 28ANew York Stock Exchange
    1.375% Notes due 2028TMO 28New York Stock Exchange
    1.950% Notes due 2029TMO 29New York Stock Exchange
    0.875% Notes due 2031TMO 31New York Stock Exchange
    2.375% Notes due 2032TMO 32New York Stock Exchange
    3.650% Notes due 2034TMO 34New York Stock Exchange
    2.875% Notes due 2037TMO 37New York Stock Exchange
    1.500% Notes due 2039TMO 39New York Stock Exchange
    1.875% Notes due 2049TMO 49New York Stock Exchange
    Indicate by check mark whether the registrant (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 March 29, 2025, the Registrant had 377,493,912 shares of Common Stock outstanding.



    THERMO FISHER SCIENTIFIC INC.
    QUARTERLY REPORT ON FORM 10-Q
    FOR THE QUARTER ENDED MARCH 29, 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
    8
    Note 1. Nature of Operations and Summary of Significant Accounting Policies
    8
    Note 2. Supplemental Balance Sheet Information
    9
    Note 3. Debt and Other Financing Arrangements
    10
    Note 4. Fair Value Measurements
    12
    Note 5. Commitments and Contingencies
    14
    Note 6. Supplemental Income Statement Information
    15
    Note 7. Income Taxes
    17
    Note 8. Comprehensive Income/(Loss) and Shareholders' Equity
    18
    Note 9. Supplemental Cash Flow Information
    18
    Note 10. Derivatives
    18
    Note 11. Business Segment Information
    20
    Note 12. Acquisitions
    22
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    23
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    30
    Item 4.
    Controls and Procedures
    30
    PART II - OTHER INFORMATION
    Item 1.
    Legal Proceedings
    30
    Item 1A.
    Risk Factors
    30
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    31
       
    Item 5.
    Other Information
    31
    Item 6.
    Exhibits
    31

    2


    THERMO FISHER SCIENTIFIC INC.


    PART I    FINANCIAL INFORMATION
    Item 1.    Financial Statements
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
     March 29,December 31,
    (In millions except share and per share amounts)20252024
    Assets
    Current assets:
    Cash and cash equivalents$4,134 $4,009 
    Short-term investments1,813 1,561 
    Accounts receivable, less allowances of $165 and $173
    8,455 8,191 
    Inventories5,224 4,978 
    Contract assets, net1,366 1,435 
    Other current assets2,387 1,964 
    Total current assets23,378 22,137 
    Property, plant and equipment, net9,331 9,306 
    Acquisition-related intangible assets, net15,323 15,533 
    Other assets4,516 4,492 
    Goodwill46,493 45,853 
    Total assets$99,041 $97,321 
    Liabilities, redeemable noncontrolling interest and equity
    Current liabilities:
    Short-term obligations and current maturities of long-term obligations$2,819 $2,214 
    Accounts payable3,049 3,079 
    Accrued payroll and employee benefits1,419 1,988 
    Contract liabilities2,866 2,852 
    Other accrued expenses3,022 3,199 
    Total current liabilities13,174 13,332 
    Deferred income taxes1,041 1,268 
    Other long-term liabilities3,971 3,989 
    Long-term obligations31,370 29,061 
    Redeemable noncontrolling interest128 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; 444,246,082 and 443,841,240 shares issued
    444 444 
    Capital in excess of par value18,111 17,962 
    Retained earnings54,447 53,102 
    Treasury stock at cost, 66,752,170 and 63,066,906 shares
    (21,269)(19,226)
    Accumulated other comprehensive income/(loss)(2,343)(2,697)
    Total Thermo Fisher Scientific Inc. shareholders’ equity49,390 49,584 
    Noncontrolling interests(33)(33)
    Total equity49,357 49,551 
    Total liabilities, redeemable noncontrolling interest and equity$99,041 $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
    March 29,March 30,
    (In millions except per share amounts)20252024
    Revenues
    Product revenues
    $5,980 $5,955 
    Service revenues
    4,384 4,390 
    Total revenues
    10,364 10,345 
    Costs and operating expenses:
    Cost of product revenues
    3,125 2,939 
    Cost of service revenues
    3,004 3,201 
    Selling, general and administrative expenses
    2,078 2,183 
    Research and development expenses
    342 331 
    Restructuring and other costs
    98 29 
    Total costs and operating expenses
    8,648 8,682 
    Operating income1,716 1,663 
    Interest income203 279 
    Interest expense(303)(363)
    Other income/(expense)
    3 10 
    Income before income taxes
    1,620 1,589 
    Benefit from/(provision for) income taxes
    (95)(281)
    Equity in earnings/(losses) of unconsolidated entities(14)23 
    Net income1,511 1,331 
    Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest4 4 
    Net income attributable to Thermo Fisher Scientific Inc.$1,507 $1,328 
    Earnings per share attributable to Thermo Fisher Scientific Inc.
    Basic$3.99 $3.47 
    Diluted$3.98 $3.46 
    Weighted average shares
    Basic378 382 
    Diluted379 384 

    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
     March 29,March 30,
    (In millions)20252024
    Comprehensive income/(loss)
    Net income$1,511 $1,331 
    Other comprehensive income/(loss):
    Currency translation adjustment:
    Currency translation adjustment (net of tax provision (benefit) of $(207) and $166)
    360 456 
    Unrealized gains/(losses) on available-for-sale debt securities
    Unrealized holding losses arising during the period (net of tax (provision) benefit of $0 and $0)
    — (1)
    Unrealized gains/(losses) on hedging instruments:
    Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $0 and $0)
    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 $1 and $0)
    (3)1 
    Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $0 and $0)
    1 — 
    Total other comprehensive income/(loss)358 457 
    Comprehensive income/(loss)
    1,869 1,788 
    Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest
    8 1 
    Comprehensive income attributable to Thermo Fisher Scientific Inc.
    $1,861 $1,787 

    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)
     Three months ended
     March 29,March 30,
    (In millions)20252024
    Operating activities
    Net income
    $1,511 $1,331 
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation of property, plant and equipment
    276 285 
    Amortization of acquisition-related intangible assets
    429 551 
    Change in deferred income taxes
    (279)(253)
    Stock-based compensation
    75 70 
    Other net non-cash expenses135 53 
    Changes in assets and liabilities, excluding the effects of acquisitions(1,425)(787)
    Net cash provided by operating activities
    723 1,251 
    Investing activities  
    Purchases of property, plant and equipment(362)(347)
    Proceeds from sale of property, plant and equipment
    12 4 
    Proceeds from cross-currency interest rate swap interest settlements87 64 
    Purchases of investments(264)(1,758)
    Other investing activities, net
    1 7 
    Net cash used in investing activities
    (527)(2,030)
    Financing activities
    Net proceeds from issuance of debt
    2,840 1,205 
    Repayment of debt
    (838)— 
    Purchases of company common stock
    (2,000)(3,000)
    Dividends paid
    (149)(135)
    Other financing activities, net
    45 110 
    Net cash used in financing activities
    (102)(1,821)
    Exchange rate effect on cash37 22 
    Increase (decrease) in cash, cash equivalents and restricted cash
    132 (2,578)
    Cash, cash equivalents and restricted cash at beginning of period
    4,040 8,097 
    Cash, cash equivalents and restricted cash at end of period
    $4,172 $5,519 

    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 InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive ItemsTotal
    Thermo Fisher Scientific Inc. Shareholders’ Equity
    Noncontrolling InterestsTotal Equity
    (In millions)SharesAmountSharesAmount
    Three months ended March 29, 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
    — — — 74 — — (24)— 50 — 50 
    Stock-based compensation
    — — — 75 — — — — 75 — 75 
    Purchases of company common stock
    — — — — — 4 (2,000)— (2,000)— (2,000)
    Dividends declared ($0.43 per share)
    — — — — (163)— — — (163)— (163)
    Net income/(loss)
    5 — — — 1,507 — — — 1,507 — 1,507 
    Other comprehensive items
    3 — — — — — — 354 354 1 355 
    Contributions from (distributions to) noncontrolling interest— — — — — — — — — (1)(1)
    Excise tax from stock repurchases— — — — — — (18)— (18)— (18)
    Balance at March 29, 2025$128 444 $444 $18,111 $54,447 67 $(21,269)$(2,343)$49,390 $(33)$49,357 
    Three months ended March 30, 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 1 126 — — (24)— 103 — 103 
    Stock-based compensation
    — — — 70 — — — — 70 — 70 
    Purchases of company common stock
    — — — — — 6 (3,000)— (3,000)— (3,000)
    Dividends declared ($0.39 per share)
    — — — — (149)— — — (149)— (149)
    Net income/(loss)
    4 — — — 1,328 — — — 1,328 — 1,328 
    Other comprehensive items
    (3)— — — — — — 460 460 — 460 
    Contributions from (distributions to) noncontrolling interest— — — — — — — — — (1)(1)
    Excise tax from stock repurchases— — — — — — (29)— (29)— (29)
    Balance at March 30, 2024$119 443 $443 $17,482 $48,542 61 $(18,186)$(2,764)$45,516 $(12)$45,504 

    The accompanying notes are an integral part of these condensed consolidated financial statements.
    7


    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 March 29, 2025, the results of operations for the three-month periods ended March 29, 2025 and March 30, 2024, and the cash flows for the three-month periods ended March 29, 2025 and March 30, 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 three months ended March 29, 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.
    8


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    StandardDescriptionRequired adoption timing and approachImpact 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 methodIncreased disclosures in Note 11
    Standards not yet adopted
    ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresAmong 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 methodWill increase disclosures in Note 7
    ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesNew guidance to disclose specified information about certain costs and expenses.2027 annual report and interim periods thereafter using a prospective or retrospective methodWill increase disclosures in Note 6
    Note 2.    Supplemental Balance Sheet Information
    Inventories
    The components of inventories are as follows:
    (In millions)March 29, 2025December 31, 2024
    Raw materials$1,862 $1,803 
    Work in process874 755 
    Finished goods2,488 2,420 
    Inventories$5,224 $4,978 
    Contract-related Balances
    Contract asset and liability balances are as follows:
    (In millions)March 29, 2025December 31, 2024
    Current contract assets, net$1,366 $1,435 
    Noncurrent contract assets, net4 6 
    Current contract liabilities2,866 2,852 
    Noncurrent contract liabilities1,127 1,138 
    In the three months ended March 29, 2025, the company recognized revenues of $1.36 billion that were included in the contract liabilities balance at December 31, 2024. In the three months ended March 30, 2024, the company recognized revenues of $1.32 billion that were included in the contract liabilities balance at December 31, 2023.
    Remaining Performance Obligations
    The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of March 29, 2025, was $24.54 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.
    9


    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 March 29,March 29,December 31,
    (Dollars in millions)202520252024
    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)
    2.07 %693 663 
    0.853% 3-Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)
    1.05 %149 142 
    0.00% 4-Year Senior Notes, Due 11/18/2025 (euro-denominated)
    0.15 %596 569 
    3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)
    3.38 %541 518 
    1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)
    1.52 %758 725 
    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)
    1.15 %466 — 
    5.00% 3-Year Senior Notes, Due 12/5/2026
    5.25 %1,000 1,000 
    1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)
    1.65 %541 518 
    1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)
    1.96 %650 621 
    1.054% 5-Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)
    1.18 %193 184 
    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)
    1.39 %100 — 
    0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)
    0.77 %866 828 
    1.6525% 4-Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)
    1.79 %375 364 
    0.77% 5-Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)
    0.90 %193 184 
    1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)
    1.46 %650 621 
    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 %358 — 
    1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)
    2.07 %758 725 
    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 %31 30 
    1.120% 5-Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)
    1.25 %266 — 
    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)
    0.88 %1,895 1,812 
    0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)
    1.13 %975 932 
    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 %471 457 
    2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)
    2.54 %650 621 
    1.49% 10-Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)
    1.60 %42 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 %397 — 
    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)
    1.20 %1,624 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 %812 777 
    1.50% 12-Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)
    1.58 %143 137 
    2.0375% 12-Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)
    2.10 %369 358 
    1.520% 12-Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)
    1.56 %353 — 
    1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)
    1.71 %244 — 
    10


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    Effective interest rate at March 29,March 29,December 31,
    (Dollars in millions)202520252024
    2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)
    2.94 %758 725 
    1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)
    1.73 %975 932 
    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)
    1.77 %1,354 1,294 
    2.069% 20-Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)
    2.13 %97 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 %193 184 
    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 %210 — 
    1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)
    1.95 %153 — 
    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)
    1.98 %1,083 1,035 
    1.47% 25-Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)
    1.49 %371 — 
    2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)
    2.07 %812 777 
    2.382% 30-Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)
    2.43 %222 212 
    Other 74 73 
    Total borrowings at par value
    34,261 31,332 
    Unamortized discount
    (96)(95)
    Unamortized debt issuance costs
    (176)(164)
    Total borrowings at carrying value
    33,989 31,072 
    Finance lease liabilities
    200 202 
    Less: Short-term obligations and current maturities
    2,819 2,214 
    Long-term obligations$31,370 $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 March 29, 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.
    11


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    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.
    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 March 29, 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 March 29, 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:
    March 29,Quoted
    prices in
    active
    markets
    Significant
    other
    observable
    inputs
    Significant
    unobservable
    inputs
    (In millions)2025(Level 1)(Level 2)(Level 3)
    Assets
    Cash equivalents
    $1,161 $1,161 $— $— 
    Bank time deposits1,810 1,810 — — 
    Investments
    50 19 — 31 
    Insurance contracts
    232 — 232 — 
    Derivative contracts
    354 — 354 — 
    Total assets
    $3,607 $2,990 $586 $31 
    Liabilities
    Derivative contracts
    $72 $— $72 $— 
    Contingent consideration
    13 — — 13 
    Total liabilities
    $86 $— $72 $13 
    12


    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 deposits1,560 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 
    The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer. The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates. The company initially measures the fair value of acquisition-related contingent consideration based on amounts expected to be transferred (probability-weighted) discounted to present value. Changes to the fair values of contingent consideration are recorded in selling, general and administrative expense. The company determines the fair value of its equity method and non-marketable equity investments that are not eligible for the net asset value (NAV) practical expedient by considering factors such as financial position, operating results and cash flows of the investee; recent transactions in the same or similar securities; significant recent events affecting the investee; the price paid by Thermo Fisher; among others.
    In the three-month periods ended March 29, 2025, and March 30, 2024, the company recorded $2 million and $10 million, respectively, 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
    March 29,March 30,
    (In millions)20252024
    Contingent consideration
    Beginning balance$13 $87 
    Payments— (2)
    Changes in fair value included in earnings1 (2)
    Ending balance$13 $83 
    The following table provides a rollforward of investments classified as level 3:
    Three months ended
    March 29,
    (In millions)2025
    Investments
    Beginning balance$21 
    Purchases11 
    Ending balance$31 
    13


    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:
    March 29, 2025December 31, 2024
    CarryingFairCarryingFair
    (In millions)valuevaluevaluevalue
    Senior notes
    $33,915 $31,116 $30,999 $28,454 
    Other
    74 74 73 73 
    $33,989 $31,190 $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 March 29, 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 March 29, 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.
    14


    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
    (In millions)March 29, 2025March 30, 2024
    Revenues
    Consumables
    $4,354 $4,328 
    Instruments
    1,626 1,627 
    Services
    4,384 4,390 
    Consolidated revenues$10,364 $10,345 
    Revenues by geographic region based on customer location are as follows:
    Three months ended
    (In millions)March 29, 2025March 30, 2024
    Revenues
    North America
    $5,513 $5,519 
    Europe
    2,624 2,619 
    Asia-Pacific
    1,891 1,861 
    Other regions
    337 346 
    Consolidated revenues$10,364 $10,345 
    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
    (In millions)
    March 29, 2025March 30, 2024
    Revenues


    Biosciences
    $993 $1,059 
    Genetic sciences
    677 637 
    BioProduction
    671 590 
    Life Sciences Solutions
    2,341 2,285 
    Chromatography and mass spectrometry
    773 789 
    Chemical analysis
    286 320 
    Electron microscopy
    659 579 
    Analytical Instruments
    1,718 1,687 
    Clinical diagnostics
    263 263 
    ImmunoDiagnostics
    217 212 
    Microbiology
    152 153 
    Transplant diagnostics
    113 106 
    Healthcare market channel
    474 438 
    Elimination of intrasegment revenues
    (72)(63)
    Specialty Diagnostics
    1,148 1,109 
    Laboratory products
    582 624 
    Research and safety market channel
    1,727 1,711 
    Pharma services
    1,607 1,578 
    Clinical research
    1,939 2,033 
    Elimination of intrasegment revenues
    (214)(224)
    Laboratory Products and Biopharma Services
    5,640 5,723 
    Elimination of intersegment revenues(482)(460)
    Consolidated revenues$10,364 $10,345 
    15


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    Restructuring and Other Costs
    In the first three 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 1% of the company’s workforce.
    As of May 2, 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 $120 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
    (In millions)March 29, 2025
    Life Sciences Solutions
    $42 
    Analytical Instruments
    4 
    Specialty Diagnostics
    2 
    Laboratory Products and Biopharma Services
    45 
    Corporate
    5 
    $98 
    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)
    43 
    Payments
    (34)
    Currency translation
    1 
    Balance at March 29, 2025$59 
    (a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.
    (b)Excludes $55 million of net charges, principally $68 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
    Three months ended
    March 29,March 30,
    (In millions except per share amounts)20252024
    Net income attributable to Thermo Fisher Scientific Inc.$1,507 $1,328 
    Basic weighted average shares378 382 
    Plus effect of: stock options and restricted stock units1 2 
    Diluted weighted average shares379 384 
    Basic earnings per share$3.99 $3.47 
    Diluted earnings per share$3.98 $3.46 
    Antidilutive stock options excluded from diluted weighted average shares
    3 2 
    16


    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:
    Three months ended
    (In millions)March 29, 2025March 30, 2024
    Statutory federal income tax rate21 %21 %
    Provision for income taxes at statutory rate$340 $334 
    Increases (decreases) resulting from:
    Foreign rate differential(30)(38)
    Income tax credits(45)(89)
    Global intangible low-taxed income10 12 
    Foreign-derived intangible income(27)(22)
    Excess tax benefits from stock options and restricted stock units(10)(33)
    Provision for (reversal of) tax reserves, net(28)185 
    Intra-entity transfers— (102)
    Domestication transaction(125)— 
    Provision for (reversal of) valuation allowances, net(12)47 
    Withholding taxes3 4 
    Tax return reassessments and settlements3 (29)
    State income taxes, net of federal tax14 19 
    Other, net2 (6)
    Provision for/(benefit from) income taxes$95 $281 
    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 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.
    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.
    Unrecognized Tax Benefits
    As of March 29, 2025, the company had $0.53 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
    8 
    Reductions for tax positions of prior years
    (8)
    Balance at end of period
    $525 
    17


    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 March 29, 2025
    Balance at December 31, 2024$(2,409)$(25)$(263)$(2,697)
    Other comprehensive income/(loss) before reclassifications
    360 — (3)357 
    Amounts reclassified from accumulated other comprehensive income/(loss)
    (4)1 1 (3)
    Net other comprehensive income/(loss)
    356 1 (3)354 
    Balance at March 29, 2025$(2,053)$(24)$(265)$(2,343)
    Note 9.    Supplemental Cash Flow Information
     Three months ended
    (In millions)March 29, 2025March 30, 2024
    Non-cash investing and financing activities
    Acquired but unpaid property, plant and equipment
    $173 $165 
    Declared but unpaid dividends
    164 150 
    Issuance of stock upon vesting of restricted stock units
    65 63 
    Excise tax from stock repurchases
    18 29 
    Cash, cash equivalents and restricted cash is included in the accompanying balance sheet as follows:
    (In millions)March 29, 2025December 31, 2024
    Cash and cash equivalents$4,134 $4,009 
    Restricted cash included in other current assets16 10 
    Restricted cash included in other assets22 21 
    Cash, cash equivalents and restricted cash$4,172 $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.
    Note 10.    Derivatives
    Derivative Contracts
    The following table provides the aggregate notional value of outstanding derivative contracts.
    (In millions)March 29, 2025December 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 yen4,650 4,650 
    Cross-currency interest rate swaps designated as net investment hedge - Swiss franc2,500 2,500 
    Currency exchange contracts1,412 1,588 
    18


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    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 – assetsFair value – liabilities
     March 29,December 31,March 29,December 31,
    (In millions)2025202420252024
    Derivatives designated as hedging instruments
    Cross-currency interest rate swaps
    $352 $458 $70 $57 
    Derivatives not designated as hedging instruments
    Currency exchange contracts
    1 2 2 2 
    Total derivatives$354 $460 $72 $59 

     Gain/(loss) recognized
    Three months ended
    March 29,March 30,
    (In millions)20252024
    Derivatives designated as cash flow hedges
    Interest rate swaps
    Amount reclassified from accumulated other comprehensive items to interest expense$(1)$(1)
    Financial instruments designated as net investment hedges
    Foreign currency-denominated debt and other payables
    Included in currency translation adjustment within other comprehensive income/(loss)
    (450)275 
    Cross-currency interest rate swaps
    Included in currency translation adjustment within other comprehensive income/(loss)
    (119)444 
    Included in interest expense
    68 66 
    Derivatives not designated as hedging instruments
    Currency exchange contracts
    Included in cost of product revenues
    1 3 
    Included in other income/(expense)
    10 (6)
    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.
    The company uses foreign currency-denominated debt, certain foreign currency-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates. A portion of the company’s euro-denominated senior notes, certain foreign currency-denominated payables, and its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and certain foreign currency-denominated payables, and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in currency translation adjustment within other comprehensive items and shareholders’ equity.
    The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other assets or other long-term liabilities. The fair value of the currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.
    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.
    19


    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 March 29, 2025
    (In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
    Revenues
    Revenues from external customers$1,954 $1,677 $1,130 $5,603 $10,364 
    Intersegment revenues387 41 18 37 482 
    2,341 1,718 1,148 5,640 10,846 
    Elimination of intersegment revenues
    (482)
    Consolidated revenues
    $10,364 
    Segment Income
    Cost of revenues856 836 679 4,424 
    Selling, general, and administrative expenses470 314 171 592 
    Research and development expenses137 137 45 13 
    Other segment items44 31 (51)(120)
    Segment income
    834 399 304 731 2,269 
    Unallocated amounts
    Cost of revenues adjustments
    (11)
    Selling, general and administrative expenses adjustments
    (14)
    Restructuring and other costs
    (98)
    Amortization of acquisition-related intangible assets
    (429)
    Interest income203 
    Interest expense(303)
    Other income/(expense)
    3 
    Consolidated income before income taxes$1,620 
    (In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
    Segment assets$85,272 $3,018 $2,986 $1,298 $6,467 $99,041 
    Purchases of property, plant and equipment36 43 44 33 205 362 
    Depreciation of property, plant and equipment— 59 24 22 172 276 

    20


    THERMO FISHER SCIENTIFIC INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    2024
    Three months ended March 30, 2024
    (In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
    Revenues
    Revenues from external customers$1,930 $1,629 $1,099 $5,686 $10,345 
    Intersegment revenues355 58 10 37 460 
    2,285 1,687 1,109 5,723 10,805 
    Elimination of intersegment revenues
    (460)
    Consolidated revenues$10,345 
    Segment Income
    Cost of revenues821 799 628 4,500 
    Selling, general, and administrative expenses431 318 187 585 
    Research and development expenses132 132 40 17 
    Other segment items61 39 (40)(123)
    Segment income
    840 400 294 744 2,278 
    Unallocated amounts
    Cost of revenues adjustments
    (15)
    Selling, general and administrative expenses adjustments
    (19)
    Restructuring and other costs
    (29)
    Amortization of acquisition-related intangible assets
    (551)
    Interest income279 
    Interest expense(363)
    Other income/(expense)
    10 
    Consolidated income before income taxes$1,589 
    (In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
    Segment assets$83,908 $3,114 $2,671 $1,179 $6,223 $97,095 
    Purchases of property, plant and equipment24 25 27 32 240 347 
    Depreciation of property, plant and equipment— 56 25 22 183 285 
    21


    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 & Filtration business for approximately $4.1 billion in cash. Solventum’s Purification & 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, including regulatory approvals. Upon completion, Solventum’s Purification & 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
    2,302 
    Net tangible assets
    8 
    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.
    22


    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 COVID-19 pandemic; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions 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
    March 29,March 30,
    (Dollars in millions except per share amounts)20252024Change
    Revenues
    $10,364 $10,345 0 %
    GAAP operating income1,716 1,663 3 %
    GAAP operating income margin16.6 %16.1 %0.5  pt
    Adjusted operating income (non-GAAP measure)
    2,269 2,278 0 %
    Adjusted operating income margin (non-GAAP measure)
    21.9 %22.0 %(0.1) pt
    GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.3.98 3.46 15 %
    Adjusted earnings per share (non-GAAP measure)
    5.15 5.11 1 %
    23


    THERMO FISHER SCIENTIFIC INC.
    Organic Revenue Growth
    Three months ended
    March 29, 2025
    Revenue growth0 %
    Impact of acquisitions0 %
    Impact of currency translation(1)%
    Organic revenue growth (non-GAAP measure)
    1 %
    During the first quarter of 2025, revenues grew slightly 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 and the diagnostics and healthcare market grew. During the first quarter of 2025, sales grew in Europe and Asia-Pacific. Sales were flat in North America. The first quarter of 2025 was also impacted by two fewer selling days than the first quarter of 2024. Contributions to organic revenue during the first quarter of 2025 from the Analytical Instruments, Specialty Diagnostics, and Life Sciences Solutions segments were partially offset by declines in the Laboratory Products and Biopharma Services 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 first quarter of 2025 due primarily to unfavorable business mix, strategic investments, and the impacts of foreign exchange, largely offset by very strong productivity improvements. The aforementioned decrease in GAAP operating margin in the first quarter of 2025 was more than offset by lower levels of amortization expense, partially offset by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).
    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.
    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.
    24


    THERMO FISHER SCIENTIFIC INC.
    Three months ended
    March 29,March 30,
    (Dollars in millions)20252024
    Revenues
    Life Sciences Solutions
    $2,341 $2,285 
    Analytical Instruments
    1,718 1,687 
    Specialty Diagnostics
    1,148 1,109 
    Laboratory Products and Biopharma Services
    5,640 5,723 
    Eliminations
    (482)(460)
    Consolidated revenues
    $10,364 $10,345 
    Life Sciences Solutions
    Three months ended
    Organic (non-GAAP measure)
    (Dollars in millions)March 29,
    2025
    March 30,
    2024
    Total
    Change
    Acquisitions/ DivestituresCurrency
    Translation
    Revenues$2,341 $2,285 2 %2 %(1)%2 %
    Segment income834 840 (1)%
    Segment income margin35.6 %36.8 %(1.2) pt
    The increase in organic revenues in the first quarter of 2025 was driven by the bioproduction business. On a reported basis, revenue grew by $56 million. Bioproduction grew $81 million, driven by higher demand from pharma and biotech customers, and genetic sciences grew $41 million, driven by the 2024 acquisition of Olink. Biosciences revenue was $66 million lower due to lower demand from academic and government customers. The decrease in segment income margin resulted primarily from unfavorable business mix and 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)March 29,
    2025
    March 30,
    2024
    Total
    Change
    Acquisitions/ DivestituresCurrency
    Translation
    Revenues$1,718 $1,687 2 %0 %(1)%3 %
    Segment income399 400 0 %
    Segment income margin23.2 %23.7 %(0.5) pt
    The increase in organic revenues in the first quarter of 2025 was primarily due to growth in the electron microscopy business. On a reported basis revenue grew $30 million, driven by strong demand for electron microscopy which grew $80 million, partially offset by lower demand, largely in China, for chemical analysis products, which had $34 million lower revenue. The decrease in segment income margin resulted primarily from strategic investments and the impact of foreign exchange, partially offset by strong productivity improvements.
    Specialty Diagnostics
    Three months ended
    Organic (non-GAAP measure)
    (Dollars in millions)March 29,
    2025
    March 30,
    2024
    Total
    Change
    Acquisitions/ DivestituresCurrency
    Translation
    Revenues$1,148 $1,109 3 %0 %(1)%4 %
    Segment income304 294 3 %
    Segment income margin26.5 %26.5 %0.0  pt
    The increase in organic revenues in the first quarter of 2025 was led by the healthcare market channel, as well as the immunodiagnostics and transplant diagnostics businesses. On a reported basis, the healthcare market channel grew $36 million, which contributed 3 percentage points of reported revenue growth in the segment. Segment income margin was flat in the first quarter of 2025.
    25


    THERMO FISHER SCIENTIFIC INC.
    Laboratory Products and Biopharma Services
    Three months ended
    Organic (non-GAAP measure)
    (Dollars in millions)March 29,
    2025
    March 30,
    2024
    Total
    Change
    Acquisitions/ DivestituresCurrency
    Translation
    Revenues$5,640 $5,723 (1)%0 %(1)%(1)%
    Segment income731 744 (2)%
    Segment income margin13.0 %13.0 %0.0  pt
    The decrease in organic revenues in the first quarter of 2025 was primarily due to moderation in COVID-19 related revenue, which was largely offset by strong growth in the pharma services business and the research and safety market channel. On a reported basis, the clinical research business declined $95 million, or 2 percentage points of negative reported growth in the segment. Segment income margin was flat in the first quarter of 2025, with very strong productivity offset by unfavorable mix and strategic investments.
    Non-operating Items
    Three months ended
    March 29,March 30,
    (Dollars and shares in millions)20252024
    Net interest expense
    $100 $84 
    GAAP other income/(expense)3 10 
    Adjusted other income/(expense) (non-GAAP measure)
    2 (1)
    GAAP tax rate5.8 %17.7 %
    Adjusted tax rate (non-GAAP measure)
    10.0 %10.5 %
    Weighted average diluted shares379 384 
    Net interest expense (interest expense less interest income) in the first quarter 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 first quarter of 2024. In the first quarter of 2025 and 2024, the company’s net interest expense was reduced by approximately $67 million and $65 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 quarter of 2025 and 2024 also includes $1 million and $10 million, respectively, of net gains on investments.
    The company’s GAAP and adjusted tax rates decreased in the first quarter 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. The company’s GAAP and adjusted tax rates in the first quarter of 2024 were also impacted by $102 million of tax benefits resulting from capital losses generated as part of intra-entity transactions. The company’s GAAP tax rate in the first quarter 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 the first quarter of 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.
    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.
    Weighted average diluted shares decreased in 2025 compared to 2024 due to share repurchases, net of option dilution.
    26


    THERMO FISHER SCIENTIFIC INC.
    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)March 29, 2025December 31, 2024
    Cash and cash equivalents$4,134 $4,009 
    Short-term investments1,813 1,561 
    Total debt34,189 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 March 29, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $2.82 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 March 29, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.
     Three months ended
    (In millions)March 29, 2025March 30, 2024
    Net cash provided by operating activities
    $723 $1,251 
    Net cash used in investing activities
    (527)(2,030)
    Net cash used in financing activities
    (102)(1,821)
    Free cash flow (non-GAAP measure)
    373 908 
    Operating Activities
    During the first three 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 $1.19 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $0.65 billion during the first three months of 2025.
    During the first three months of 2024, cash provided by income was offset in part by investments in working capital. Changes in other assets and other 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 $0.65 billion during the first three months of 2024.
    Investing Activities
    During the first three months of 2025 the company’s investing activities included purchases of $0.36 billion for the purchase of property, plant and equipment for capacity and capability investments.
    During the first three months of 2024, purchases of short-term investments used cash of $1.76 billion. The company’s investing activities also included purchases of $0.35 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 three months of 2025, issuance of debt provided $2.84 billion of cash. Repayment of senior notes used cash of $0.84 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 $0.15 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
    27


    THERMO FISHER SCIENTIFIC INC.
    common stock repurchased by the company during the first quarter of 2025 were under this program. At May 2, 2025, authorization remained for $1.00 billion of future repurchases of the company’s common stock.
    During the first three 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 $0.14 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.
    We report free cash flow, which is operating cash flow excluding net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.
    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.

    28


    THERMO FISHER SCIENTIFIC INC.
    Three months ended
    March 29,March 30,
    (Dollars in millions except per share amounts)20252024
    Reconciliation of adjusted operating income
    GAAP operating income
    $1,716 $1,663 
    Cost of revenues adjustments (a)
    11 15 
    Selling, general and administrative expenses adjustments (b)
    14 19 
    Restructuring and other costs (c)
    98 29 
    Amortization of acquisition-related intangible assets429 551 
    Adjusted operating income (non-GAAP measure)
    $2,269 $2,278 
    Reconciliation of adjusted operating income margin
    GAAP operating income margin16.6 %16.1 %
    Cost of revenues adjustments (a)0.1 %0.1 %
    Selling, general and administrative expenses adjustments (b)0.1 %0.2 %
    Restructuring and other costs (c)1.0 %0.3 %
    Amortization of acquisition-related intangible assets4.1 %5.3 %
    Adjusted operating income margin (non-GAAP measure)
    21.9 %22.0 %
    Reconciliation of adjusted other income/(expense)
    GAAP other income/(expense)$3 $10 
    Adjustments (d)(1)(11)
    Adjusted other income/(expense) (non-GAAP measure)
    $2 $(1)
    Reconciliation of adjusted tax rate
    GAAP tax rate5.8 %17.7 %
    Adjustments (e)4.2 %(7.2)%
    Adjusted tax rate (non-GAAP measure)
    10.0 %10.5 %
    Reconciliation of adjusted earnings per share
    GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.$3.98 $3.46 
    Cost of revenues adjustments (a)0.03 0.04 
    Selling, general and administrative expenses adjustments (b)0.04 0.05 
    Restructuring and other costs (c)0.26 0.08 
    Amortization of acquisition-related intangible assets1.13 1.44 
    Other income/expense adjustments (d)0.00 (0.03)
    Income taxes adjustments (e)(0.32)0.13 
    Equity in earnings/losses of unconsolidated entities0.04 (0.06)
    Adjusted EPS (non-GAAP measure)
    $5.15 $5.11 
    Reconciliation of free cash flow
    GAAP net cash provided by operating activities$723 $1,251 
    Purchases of property, plant and equipment(362)(347)
    Proceeds from sale of property, plant and equipment12 4 
    Free cash flow (non-GAAP measure)
    $373 $908 
    (a)Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. Adjusted results in 2025 exclude $5 million of charges for the sale of inventory revalued at the date of acquisition. Adjusted results in 2024 also exclude $12 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.
    (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.
    29


    THERMO FISHER SCIENTIFIC INC.
    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 three 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 March 29, 2025, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.
    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.
    30


    THERMO FISHER SCIENTIFIC INC.
    Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
    Issuer Purchases of Equity Securities
    A summary of the share repurchase activity for the company’s first quarter of 2025 follows:
    PeriodTotal number of shares purchasedAverage price paid per share (1)Total number of shares purchased as part of publicly announced plans or programs (2)Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2)
    (in millions)
    Fiscal January (Jan. 1 - Feb. 1)3,639,158 $549.58 3,639,158 $1,000 
    Fiscal February (Feb. 2 - Mar. 1)— — — 1,000 
    Fiscal March (Mar. 2 - Mar. 29)— — — 1,000 
    Total first quarter3,639,158 $549.58 3,639,158 $1,000 
    (1)    Amounts exclude excise taxes and other transaction costs.
    (2)    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.
    Item 5.    Other Information
    Director and Officer Trading Arrangements
    On February 10, 2025, Gianluca Pettiti, an executive vice president, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Pettiti’s plan is for the sale of up to 1,200 shares of company stock, and the exercise of vested stock options and the associated sale of up to 2,975 shares of company common stock, through December 12, 2025. The foregoing exercises and 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 December 12, 2025.
    Item 6.    Exhibits
    Exhibit
    Number
    Description of Exhibit
    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.SCHXBRL Taxonomy Extension Schema Document.
    101.CALXBRL Taxonomy Calculation Linkbase Document.
    101.DEFXBRL Taxonomy Definition Linkbase Document.
    101.LABXBRL Taxonomy Label Linkbase Document.
    101.PREXBRL Taxonomy Presentation Linkbase Document.
    104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
    The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
     _______________________
    **    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.
    31


    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:May 2, 2025THERMO 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

    32
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      Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, today announced that its Board of Directors authorized a quarterly cash dividend of $0.43 per common share, payable on July 15, 2025, to shareholders of record as of June 13, 2025. About Thermo Fisher Scientific Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the developmen

      5/21/25 4:15:00 PM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Thermo Fisher Scientific to Present at BofA Securities 2025 Health Care Conference on May 13

      Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, announced that Marc N. Casper, chairman, president and chief executive officer, will present at the BofA Securities Health Care Conference on Tuesday, May 13, 2025 at 11:40 a.m. (ET). The live webcast of the presentation can be accessed via the Investors section of our website, www.thermofisher.com. About Thermo Fisher Scientific Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical

      5/6/25 8:00:00 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Thermo Fisher Scientific Invests to Enhance U.S. Innovation and Support Customers' Manufacturing

      Investment demonstrates confidence in America's commitment to science and innovation Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, will invest an additional $2 billion in the United States over the next four years, strengthening American innovation, manufacturing and economic competitiveness across the life sciences sector. As one of the largest manufacturers of medicines in the world, Thermo Fisher enables biopharma companies to develop and produce their medicines in America. These additional investments to the company's American manufacturing capacity support a resilient U.S. healthcare supply chain and will have a strong multiplier effect across the Ame

      4/24/25 8:00:00 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials

    $TMO
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    • Thermo Fisher upgraded by Bernstein with a new price target

      Bernstein upgraded Thermo Fisher from Mkt Perform to Outperform and set a new price target of $630.00

      1/10/25 8:42:46 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Scotiabank initiated coverage on Thermo Fisher

      Scotiabank initiated coverage of Thermo Fisher with a rating of Sector Perform

      12/23/24 8:24:48 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Redburn Atlantic initiated coverage on Thermo Fisher

      Redburn Atlantic initiated coverage of Thermo Fisher with a rating of Buy

      10/14/24 9:24:58 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials

    $TMO
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • SEC Form SC 13G/A filed by Thermo Fisher Scientific Inc (Amendment)

      SC 13G/A - THERMO FISHER SCIENTIFIC INC. (0000097745) (Subject)

      2/9/23 11:35:13 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • SEC Form SC 13G/A filed

      SC 13G/A - THERMO FISHER SCIENTIFIC INC. (0000097745) (Subject)

      2/10/21 11:57:23 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials

    $TMO
    Financials

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    • Thermo Fisher Scientific Declares Quarterly Dividend

      Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, today announced that its Board of Directors authorized a quarterly cash dividend of $0.43 per common share, payable on July 15, 2025, to shareholders of record as of June 13, 2025. About Thermo Fisher Scientific Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the developmen

      5/21/25 4:15:00 PM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Thermo Fisher Scientific Reports First Quarter 2025 Results

      Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, today reported its financial results for the first quarter ended March 29, 2025. First Quarter Highlights First quarter revenue was $10.36 billion. First quarter GAAP diluted earnings per share (EPS) grew 15% to $3.98. First quarter adjusted EPS grew 1% to $5.15. Delivered very strong financial performance in the quarter, demonstrating the strength of our trusted partner status and the power of our PPI Business System in a more uncertain macroeconomic environment. Advanced our proven growth strategy, launching a range of high-impact, innovative new products during the quarter. To transform semiconduc

      4/23/25 6:00:00 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials
    • Thermo Fisher Scientific to Hold Earnings Conference Call on Wednesday, April 23, 2025

      Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, announced that it will release its financial results for the first quarter 2025 before the market opens on Wednesday, April 23, 2025, and will hold a conference call on the same day at 8:30 a.m. ET. During the call, the company will discuss its financial performance, as well as future expectations. To listen, call (833) 470-1428 within the U.S. or (404) 975-4839 outside the U.S. The access code is 074131. You may also listen to the call live on the "Investors" section of our website, www.thermofisher.com. The earnings press release and related information can also be found in that section of our website under th

      4/1/25 8:00:00 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials

    $TMO
    Leadership Updates

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    • GeminiBio Appoints Mike Stella to Board

      Strengthening Board with Industry Veterans Gemini Bioproducts, LLC ("GeminiBio"), a biopharma and advanced therapy raw materials supplier, and a portfolio company of BelHealth Investment Partners, LLC ("BelHealth"), a Fort Lauderdale-based healthcare private equity firm, announced today the appointment of Michael Stella to its Board of Directors. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250218608576/en/Mike Stella, CEO of Ascend Advanced Therapies, joins the Board at GeminiBio to provide strategic leadership in the fields of cell and gene therapy contract development and manufacturing. (Photo: Business Wire) GeminiBio prov

      2/18/25 9:00:00 AM ET
      $AMGN
      $GSK
      $JNJ
      $MRK
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
      Biotechnology: Pharmaceutical Preparations
      Industrial Machinery/Components
    • Madryn Asset Management, a Top Shareholder of SomaLogic, Issues Letter Regarding Opposition to the Company's Proposed Merger with Standard BioTools

      Files Preliminary Proxy Statement to Solicit Shareholders to Oppose the Merger Intends to Vote AGAINST the Conflict-Plagued and Excessively Dilutive Transaction, Which Stands to Unduly Benefit Certain Investors and Standard BioTools at the Expense of SomaLogic's Shareholders Notes the Current Premium for SomaLogic Shareholders, Based on the Deal's Exchange Ratio and Standard BioTools' Trading Price, is Only ~4.3% Underscores That SomaLogic Has Superior Alternatives to a Flawed Combination, Including a Standalone Path Leveraging its Considerable Cash Position and Strong Balance Sheet Madryn Asset Management, LP (collectively with its affiliates, "Madryn"), a holder of approximately 4

      12/12/23 5:31:00 PM ET
      $EXAS
      $ILMN
      $LAB
      $ME
      Medical Specialities
      Health Care
      Biotechnology: Laboratory Analytical Instruments
      Industrials
    • ViroCell Expands Business Development Team to Support Next Phase of Growth

      Traci Kyes and Makis Sigalas bring extensive industry experience to roles focused on expanding ViroCell's business in the US and Europe Team ViroCell will be attending the Cell & Gene Therapy Meeting on the Mesa, 10-12 October 2023 ViroCell Biologics ("ViroCell" or the "Company"), a specialist contract development and manufacturing organisation ("CDMO") in cell and gene therapy clinical trials, announces the appointment of Traci Kyes as Vice President (VP) of Business Development (US) and Makis Sigalas as Senior Business Development Director (Europe). Focused on driving growth in the US and Europe, respectively, Traci and Makis bring a wealth of business development expertise to ViroCel

      10/4/23 2:00:00 AM ET
      $CTLT
      $TMO
      Biotechnology: Pharmaceutical Preparations
      Health Care
      Industrial Machinery/Components
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    SEC Filings

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    • Thermo Fisher Scientific Inc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

      8-K - THERMO FISHER SCIENTIFIC INC. (0000097745) (Filer)

      5/22/25 4:55:12 PM ET
      $TMO
      Industrial Machinery/Components
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    • SEC Form 10-Q filed by Thermo Fisher Scientific Inc

      10-Q - THERMO FISHER SCIENTIFIC INC. (0000097745) (Filer)

      5/2/25 10:04:18 AM ET
      $TMO
      Industrial Machinery/Components
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    • Thermo Fisher Scientific Inc filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - THERMO FISHER SCIENTIFIC INC. (0000097745) (Filer)

      4/23/25 6:04:04 AM ET
      $TMO
      Industrial Machinery/Components
      Industrials