What changed in this filing

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Item 1. Financial Statements

2025-05-02 compared with 2024-11-01 · 356 added, 419 removed, 424 unchanged (65% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 28, December 31,

March 29, December 31,

(In millions except share and per share amounts) 2025 2024

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended Nine months ended

September 28, September 30, September 28, September 30,

Three months ended

March 29, March 30,

(In millions except per share amounts) 2025 2024

2 unchanged sentences

Service revenues

4,450 4,417 13,218 13,139

Total revenues

2 unchanged sentences

Cost of product revenues

3,170 3,214 9,189 9,829

Cost of service revenues

3,100 3,044 9,415 9,435

Selling, general and administrative expenses

2,098 2,049 6,392 6,313

Research and development expenses

346 319 1,016 1,010

Restructuring and other costs

45 84 151 379

Total costs and operating expenses

8,759 8,710 26,163 26,966

Operating income 1,716 1,663

2 unchanged sentences

Other income/(expense)

( 16 ) 14 ( 2 ) ( 32 )

Income before income taxes

1,742 1,765 5,096 4,558

Provision for income taxes

Benefit from/(provision for) income taxes

( 95 ) ( 281 )

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Nine months ended

September 28, September 30, September 28, September 30,

Three months ended

March 29, March 30,

(In millions) 2025 2024

Comprehensive income

Comprehensive income/(loss)

Net income $ 1,511 $ 1,331

2 unchanged sentences

Currency translation adjustment (net of tax provision (benefit) of $( 207 ) and $ 166 )

( 54 ) ( 112 ) 748 57

Unrealized gains/(losses) on available-for-sale debt securities

4 unchanged sentences

Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $ 1 and $ 0 )

( 5 ) 2 ( 4 ) 2

Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ 0 and $ 0 )

Total other comprehensive income/(loss) 358 457

Comprehensive income

1,572 1,586 5,261 4,411

Comprehensive income/(loss)

comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest

6 ( 26 ) 9 ( 26 )

Comprehensive income attributable to Thermo Fisher Scientific Inc.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 28, September 30,

Three months ended

March 29, March 30,

(In millions) 2025 2024

7 unchanged sentences

Stock-based compensation

Other non-cash expenses, net

Other net non-cash expenses 135 53

Changes in assets and liabilities, excluding the effects of acquisitions ( 1,425 ) ( 787 )

4 unchanged sentences

Proceeds from cross-currency interest rate swap interest settlements 87 64

Acquisitions, net of cash acquired ( 3,132 ) ( 3,660 )

Purchases of investments ( 264 ) ( 1,758 )

5 unchanged sentences

Repayment of debt

( 1,107 ) ( 2,000 )

Proceeds from issuance of commercial paper

Repayments of commercial paper

Purchases of company common stock

6 unchanged sentences

Exchange rate effect on cash 37 22

Decrease in cash, cash equivalents and restricted cash

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

132 ( 2,578 )

9 unchanged sentences

(In millions) Shares Amount Shares Amount

Three months ended September 28, 2024

Balance at June 29, 2024 $ 115 443 $ 443 $ 17,649 $ 49,940 61 $ ( 18,187 ) $ ( 2,413 ) $ 47,432 $ ( 12 ) $ 47,419

Issuance of shares under stock plans

— 1 1 115 — — ( 40 ) — 75 — 75

Stock-based compensation

— — — 68 — — — — 68 — 68

Dividends declared ($ 0.39 per share)

— — — — ( 149 ) — — — ( 149 ) — ( 149 )

Net income/(loss)

6 — — — 1,630 — — — 1,630 ( 6 ) 1,624

Other comprehensive items

6 — — — — — — ( 63 ) ( 63 ) ( 1 ) ( 64 )

Contributions from (distributions to) noncontrolling interests — — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — 1 — 1 — 1

Balance at September 28, 2024 $ 127 444 $ 444 $ 17,831 $ 51,421 61 $ ( 18,227 ) $ ( 2,477 ) $ 48,992 $ ( 20 ) $ 48,972

Three months ended September 30, 2023

Balance at July 1, 2023 $ 113 441 $ 441 $ 17,030 $ 44,289 55 $ ( 15,084 ) $ ( 2,924 ) $ 43,752 $ 50 $ 43,802

Issuance of shares under stock plans

— 1 1 68 — 1 ( 37 ) — 32 — 32

Stock-based compensation

— — — 67 — — — — 67 — 67

Dividends declared ($ 0.35 per share)

— — — — ( 135 ) — — — ( 135 ) — ( 135 )

Net income/(loss)

6 — — — 1,715 — — — 1,715 ( 26 ) 1,689

Other comprehensive items

( 1 ) — — — — — — ( 103 ) ( 103 ) ( 5 ) ( 108 )

Contributions from (distributions to) noncontrolling interests — — — — — — — — — ( 1 ) ( 1 )

Balance at September 30, 2023 $ 118 442 $ 442 $ 17,165 $ 45,869 56 $ ( 15,121 ) $ ( 3,027 ) $ 45,328 $ 18 $ 45,346

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

THERMO FISHER SCIENTIFIC INC.

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

Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Items Total

Thermo Fisher Scientific Inc.

Shareholders’ Equity Noncontrolling Interests Total Equity

(In millions) Shares Amount Shares Amount

Nine months ended September 28, 2024

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

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 18 ) — ( 18 ) — ( 18 )

Balance at September 28, 2024 $ 127 444 $ 444 $ 17,831 $ 51,421 61 $ ( 18,227 ) $ ( 2,477 ) $ 48,992 $ ( 20 ) $ 48,972

Nine months ended September 30, 2023

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

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 29 ) — ( 29 ) — ( 29 )

Balance at September 30, 2023 $ 118 442 $ 442 $ 17,165 $ 45,869 56 $ ( 15,121 ) $ ( 3,027 ) $ 45,328 $ 18 $ 45,346

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 unchanged sentences

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 September 28, 2024, the results of operations for the three- and nine-month periods ended September 28, 2024 and September 30, 2023, and the cash flows for the nine-month periods ended September 28, 2024 and September 30, 2023.

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.

4 unchanged sentences

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 nine months ended September 28, 2024.

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.

The components of inventories are as follows:

(In millions) September 28, 2024 December 31, 2023

Raw materials $ 1,958 $ 2,057

Work in process 902 705

Finished goods 2,570 2,326

Inventories $ 5,430 $ 5,088

Use of Estimates

11 unchanged sentences

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 will adopt other aspects in 2024 annual report using a prospective method Not material

Standards not yet adopted

Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method Not material

2023-07, Segment Reporting (Topic 280):

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

2024 annual report and interim periods thereafter using a retrospective method Will increase disclosures in Note 4

2024 annual report and interim periods thereafter using a retrospective method Increased disclosures in Note 11

Standards not yet adopted

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

2025 annual report and interim periods thereafter using a prospective or retrospective method Will increase disclosures in Note 7

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.

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 expected to be tax deductible.

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

(In millions) Olink

Purchase price

Purchase price payable

Cash acquired

Net assets acquired

Definite-lived intangible assets

Customer relationships

Product technology

Net tangible assets

Deferred tax assets (liabilities)

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The preliminary allocation of the purchase price for the acquisition of Olink is based on the estimates of the fair value of the net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets and the related deferred taxes.

Measurements of these items inherently require significant estimates and assumptions.

On January 3, 2023, the company acquired, within the Specialty Diagnostics segment, The Binding Site Group, a U.K.-based provider of specialty diagnostic assays and instruments to improve the diagnosis and management of blood cancers and immune system disorders.

The acquisition expands the segment’s portfolio with the addition of pioneering innovation in diagnostics and monitoring for multiple myeloma.

The goodwill recorded as a result of this business combination is not tax deductible.

On August 14, 2023, the company acquired, within the Laboratory Products and Biopharma Services segment, CorEvitas, LLC, a U.S.-based provider of regulatory-grade, real-world evidence for approved medical treatments and therapies.

The acquisition expands the segment’s portfolio with the addition of highly complementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.

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) The Binding Site CorEvitas

Purchase price

$ 2,412 $ 730

Cash acquired

$ 2,699 $ 910

Net assets acquired

Definite-lived intangible assets:

Customer relationships

Product technology

Net tangible assets

Deferred tax assets (liabilities)

( 288 ) ( 68 )

$ 2,699 $ 910

In addition, in 2023, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Raman-based spectroscopy solutions for in-line measurement.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2023 are 18 years for customer relationships, 14 years for product technology, 15 years for tradenames, and 13 years for backlog.

The weighted average amortization period for all definite-lived intangible assets acquired in 2023 is 17 years.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenues and Contract-related Balances

Disaggregated Revenues

Revenues by type are as follows:

Three months ended Nine months ended

(In millions) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

$ 4,379 $ 4,289 $ 13,070 $ 13,228

1,769 1,868 5,196 5,604

4,450 4,417 13,218 13,139

Consolidated revenues $ 10,598 $ 10,574 $ 31,484 $ 31,971

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

Three months ended Nine months ended

(In millions) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

North America

$ 5,591 $ 5,668 $ 16,640 $ 17,160

2,686 2,643 7,968 7,898

1,923 1,913 5,755 5,801

Other regions

397 350 1,122 1,112

Consolidated revenues $ 10,598 $ 10,574 $ 31,484 $ 31,971

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

See Note 4 for revenues by reportable segment and other geographic data.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of September 28, 2024, was $ 25.30 billion.

The company will recognize revenues for these performance obligations as they are satisfied, approximately 52 % 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 .

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses New guidance to disclose specified information about certain costs and expenses.

2027 annual report and interim periods thereafter using a prospective or retrospective method Will increase disclosures in Note 6

Supplemental Balance Sheet Information

The components of inventories are as follows:

(In millions) March 29, 2025 December 31, 2024

Raw materials $ 1,862 $ 1,803

Work in process 874 755

Finished goods 2,488 2,420

Inventories $ 5,224 $ 4,978

Contract-related Balances

Noncurrent contract assets and noncurrent contract liabilities are included within other assets and other long-term liabilities in the accompanying balance sheet, respectively.

Contract asset and liability balances are as follows:

(In millions) September 28, 2024 December 31, 2023

(In millions) March 29, 2025 December 31, 2024

Current contract assets, net $ 1,366 $ 1,435

2 unchanged sentences

Noncurrent contract liabilities 1,127 1,138

In the three and nine months ended September 28, 2024, the company recognized revenues of $ 0.36 billion and $ 2.36 billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

In the three and nine months ended September 30, 2023, the company recognized revenues of $ 0.35 billion and $ 2.32 billion, respectively, that were included in the contract liabilities balance at December 31, 2022.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Business Segment and Geographical Information

Business Segment Information

Three months ended Nine months ended

September 28, September 30, September 28, September 30,

(In millions) 2024 2023 2024 2023

Life Sciences Solutions

$ 2,387 $ 2,433 $ 7,027 $ 7,508

Analytical Instruments

1,808 1,754 5,277 5,226

Specialty Diagnostics

1,129 1,083 3,355 3,300

Laboratory Products and Biopharma Services

5,740 5,728 17,221 17,322

( 467 ) ( 424 ) ( 1,397 ) ( 1,385 )

Consolidated revenues

10,598 10,574 31,484 31,971

Segment Income

Life Sciences Solutions

845 872 2,551 2,525

Analytical Instruments

451 468 1,289 1,321

Specialty Diagnostics

293 283 886 860

Laboratory Products and Biopharma Services

773 937 2,262 2,554

Subtotal reportable segments

2,362 2,560 6,987 7,260

Cost of revenues adjustments

( 9 ) ( 14 ) ( 25 ) ( 73 )

Selling, general and administrative expenses adjustments

( 21 ) ( 14 ) 24 ( 28 )

Restructuring and other costs

( 45 ) ( 84 ) ( 151 ) ( 379 )

Amortization of acquisition-related intangible assets

( 450 ) ( 584 ) ( 1,514 ) ( 1,775 )

Consolidated operating income

1,838 1,864 5,321 5,005

Interest income 277 246 851 570

Interest expense ( 356 ) ( 359 ) ( 1,073 ) ( 985 )

Other income/(expense)

( 16 ) 14 ( 2 ) ( 32 )

Consolidated income before taxes

$ 1,742 $ 1,765 $ 5,096 $ 4,558

Cost of revenues adjustments included in the above table consist of charges for the sale of inventories revalued at the date of acquisition, inventory write-downs associated with large-scale abandonment of product lines, and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.

Selling, general and administrative expenses adjustments included in the above table consist of third-party transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, charges associated with product liability litigation, and accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

Geographical Information

Revenues by country based on customer location are as follows:

Three months ended Nine months ended

(In millions) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

United States

$ 5,406 $ 5,490 $ 16,075 $ 16,608

5,192 5,084 15,409 15,363

Consolidated revenues

$ 10,598 $ 10,574 $ 31,484 $ 31,971

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

Nine months ended

(In millions) September 28, 2024 September 30, 2023

Statutory federal income tax rate

Provision for income taxes at statutory rate

$ 1,070 $ 957

Increases (decreases) resulting from:

Foreign rate differential

( 93 ) ( 176 )

Income tax credits

( 207 ) ( 217 )

Global intangible low-taxed income

Foreign-derived intangible income

( 73 ) ( 104 )

Excess tax benefits from stock options and restricted stock units

( 64 ) ( 60 )

Provision for (reversal of) tax reserves, net

Intra-entity transfers

( 102 ) ( 144 )

Foreign exchange loss on inter-company debt refinancing

Provision for (reversal of) valuation allowances, net

( 161 ) ( 44 )

Withholding taxes

Tax return reassessments and settlements

( 130 ) ( 63 )

State income taxes, net of federal tax

Equity method investments ( 48 ) ( 9 )

( 51 ) ( 19 )

Provision for income taxes

During the first nine months of 2024, the company recorded a tax reserve and associated interest of $ 240 million related to the settlement of international tax audits for tax years 2009 through 2016, which were settled in the third quarter of 2024.

The company also recorded tax benefits of $ 307 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

These benefits were partially offset by tax provisions primarily associated with disallowed interest expense that is not expected to be realized.

During the third quarter of 2023, the company released a valuation allowance of $ 183 million in jurisdictions where the deferred tax assets are now expected to be realized.

In the first nine months of 2023, the company also recorded a tax benefit of $ 91 million, net of related tax expenses, from a foreign exchange loss on an intercompany debt refinancing transaction, as well as a $ 144 million tax benefit resulting from a capital loss generated as part of an intra-entity transaction.

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 September 28, 2024, the company had $ 0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions) 2024

Balance at beginning of year

Additions for tax positions of current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Balance at end of period

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 .

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings per Share

Three months ended Nine months ended

September 28, September 30, September 28, September 30,

(In millions except per share amounts) 2024 2023 2024 2023

Net income attributable to Thermo Fisher Scientific Inc.

$ 1,630 $ 1,715 $ 4,505 $ 4,365

Basic weighted average shares 382 386 382 386

Plus effect of:

stock options and restricted stock units 1 2 1 2

Diluted weighted average shares 384 388 383 388

Basic earnings per share $ 4.26 $ 4.44 $ 11.79 $ 11.31

Diluted earnings per share $ 4.25 $ 4.42 $ 11.75 $ 11.25

Antidilutive stock options excluded from diluted weighted average shares

Debt and Other Financing Arrangements

Effective interest rate at September 28, September 28, December 31,

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

Effective interest rate at March 29, March 29, December 31,

(Dollars in millions) 2025 2025 2024

0.125 % 5.5 -Year Senior Notes, Due 3/1/2025 (euro-denominated)

1.215 % 3 -Year Senior Notes, Due 10/18/2024

1.39 % 2,500 2,500

2.00 % 10 -Year Senior Notes, Due 4/15/2025 (euro-denominated)

2.07 % 693 663

2.00 % 10 -Year Senior Notes, Due 4/15/2025 (euro-denominated)

2.09 % 714 706

0.853 % 3 -Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)

8 unchanged sentences

5.18 % 600 600

0.832 % 1.5 -Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)

5.00 % 3 -Year Senior Notes, Due 12/5/2026

8 unchanged sentences

5.00 % 600 600

0.790 % 3 -Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)

0.50 % 8.5 -Year Senior Notes, Due 3/1/2028 (euro-denominated)

1 unchanged sentence

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)

6 unchanged sentences

5.24 % 1,000 1,000

1.125 % 4 -Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)

1.95 % 12 -Year Senior Notes, Due 7/24/2029 (euro-denominated)

3 unchanged sentences

1.279 % 7 -Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)

1.120 % 5 -Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)

4.977 % 7 -Year Senior Notes, Due 8/10/2030

7 unchanged sentences

1.8401 % 8 -Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at September 28, September 28, December 31,

(Dollars in millions) 2024 2024 2023

1.92 % 471 457

2.375 % 12 -Year Senior Notes, Due 4/15/2032 (euro-denominated)

3 unchanged sentences

5.09 % 600 600

1.4175 % 8 -Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)

5.086 % 10 -Year Senior Notes, Due 8/10/2033

9 unchanged sentences

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)

1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at March 29, March 29, December 31,

(Dollars in millions) 2025 2025 2024

2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated)

7 unchanged sentences

2.069 % 20 -Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)

2.13 % 103 104

5.404 % 20 -Year Senior Notes, Due 8/10/2043

4 unchanged sentences

5.37 % 400 400

1.49 % 20 -Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)

1.8975 % 20 -Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)

4.10 % 30 -Year Senior Notes, Due 8/15/2047

2 unchanged sentences

1.98 % 1,083 1,035

1.47 % 25 -Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)

2.00 % 30 -Year Senior Notes, Due 10/18/2051 (euro-denominated)

22 unchanged sentences

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 September 28, 2024, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Interest is payable annually on the euro and Swiss franc-denominated fixed rate senior notes and semi-annually on all other 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 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 Japanese yen-denominated private placement notes who have entered into cross-currency swap agreements.

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 September 28, 2024.

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 September 28, 2024, included in the table above (collectively, the “Euronotes”) in registered public offerings:

(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.

2 unchanged sentences

The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

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 September 28, 2024, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2023 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 2023 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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 28, 2024, 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 2023 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.

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

adjustment Unrealized gains/(losses) on available-for-sale debt securities Unrealized

gains/(losses) on

instruments Pension and

postretirement

adjustment Total

Three months ended September 28, 2024

Balance at June 29, 2024 $ ( 2,133 ) $ ( 1 ) $ ( 26 ) $ ( 253 ) $ ( 2,413 )

Other comprehensive income/(loss) before reclassifications

( 54 ) — — ( 5 ) ( 59 )

Amounts reclassified from accumulated other comprehensive income/(loss)

( 6 ) — 1 — ( 5 )

Net other comprehensive income/(loss)

( 60 ) — 1 ( 5 ) ( 63 )

Balance at September 28, 2024 $ ( 2,193 ) $ ( 1 ) $ ( 26 ) $ ( 258 ) $ ( 2,477 )

Nine months ended September 28, 2024

Balance at December 31, 2023 $ ( 2,941 ) $ — $ ( 28 ) $ ( 255 ) $ ( 3,224 )

Other comprehensive income/(loss) before reclassifications

749 ( 1 ) — ( 4 ) 744

Amounts reclassified from accumulated other comprehensive income/(loss)

Net other comprehensive income/(loss)

749 ( 1 ) 2 ( 3 ) 747

Balance at September 28, 2024 $ ( 2,193 ) $ ( 1 ) $ ( 26 ) $ ( 258 ) $ ( 2,477 )

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements

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

September 28, Quoted

March 29, Quoted

markets Significant

12 unchanged sentences

$ 86 $ — $ 72 $ 13

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, Quoted

17 unchanged sentences

Changes to the fair values of contingent consideration are recorded in selling, general and administrative expense.

The company determines the fair value of its investments by considering factors such as financial position, operating results and cash flows of the investee;

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;

2 unchanged sentences

among others.

In the three- and nine-month periods ended September 28, 2024, the company recorded $( 4 ) million and $ 7 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

In the three- and nine-month periods ended September 30, 2023, the company recorded $ 11 million and $( 33 ) million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Nine months ended

September 28, September 30, September 28, September 30,

Three months ended

March 29, March 30,

(In millions) 2025 2024

1 unchanged sentence

Beginning balance $ 13 $ 87

Acquisitions (including assumed balances) — — — 1

Payments — ( 2 )

2 unchanged sentences

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

Three months ended Nine months ended

September 28, September 28,

Three months ended

(In millions) 2025

Beginning balance $ 21

Purchases 26 26

Ending balance $ 31

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Other Financial Instruments

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

March 29, 2025 December 31, 2024

Carrying Fair Carrying Fair

(In millions) value value value value

$ 33,915 $ 31,116 $ 30,999 $ 28,454

$ 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.

Commitments and Contingencies

Environmental Matters

The company is currently involved in various stages of investigation and remediation related to environmental matters.

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.

Litigation and Related Contingencies

The disputes and litigation matters include product liability, intellectual property, employment and commercial issues.

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.

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Income Statement Information

Disaggregated Revenues

Revenues by type are as follows:

Three months ended

(In millions) March 29, 2025 March 30, 2024

$ 4,354 $ 4,328

Consolidated revenues $ 10,364 $ 10,345

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

Three months ended

(In millions) March 29, 2025 March 30, 2024

North America

$ 5,513 $ 5,519

Other regions

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, 2025 March 30, 2024

$ 993 $ 1,059

Genetic sciences

BioProduction

Life Sciences Solutions

Chromatography and mass spectrometry

Chemical analysis

Electron microscopy

Analytical Instruments

Clinical diagnostics

ImmunoDiagnostics

Transplant diagnostics

Healthcare market channel

Elimination of intrasegment revenues

( 72 ) ( 63 )

Specialty Diagnostics

Laboratory products

Research and safety market channel

Pharma services

Clinical research

Elimination of intrasegment revenues

( 214 ) ( 224 )

Laboratory Products and Biopharma Services

Elimination of intersegment revenues ( 482 ) ( 460 )

Consolidated revenues $ 10,364 $ 10,345

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

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)

Currency translation

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) 2025 2024

Net income attributable to Thermo Fisher Scientific Inc.

$ 1,507 $ 1,328

Basic weighted average shares 378 382

Plus effect of:

stock options and restricted stock units 1 2

Diluted weighted average shares 379 384

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended

(In millions) March 29, 2025 March 30, 2024

Statutory federal income tax rate 21 % 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 income 10 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 taxes 3 4

Tax return reassessments and settlements 3 ( 29 )

State income taxes, net of federal tax 14 19

Other, net 2 ( 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

Additions for tax positions of current year

Reductions for tax positions of prior years

Balance at end of period

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

adjustment Unrealized

gains/(losses) on

instruments Pension and

postretirement

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 )

Supplemental Cash Flow Information

Three months ended

(In millions) March 29, 2025 March 30, 2024

Non-cash investing and financing activities

Acquired but unpaid property, plant and equipment

Declared but unpaid dividends

Issuance of stock upon vesting of restricted stock units

Excise tax from stock repurchases

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

(In millions) March 29, 2025 December 31, 2024

Cash and cash equivalents $ 4,134 $ 4,009

Restricted cash included in other current assets 16 10

Restricted cash included in other assets 22 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.

Derivative Contracts

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

(In millions) September 28, 2024 December 31, 2023

(In millions) March 29, 2025 December 31, 2024

Notional amount

3 unchanged sentences

Currency exchange contracts 1,412 1,588

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet.

1 unchanged sentence

Fair value – assets Fair value – liabilities

September 28, December 31, September 28, December 31,

March 29, December 31, March 29, December 31,

(In millions) 2025 2024 2025 2024

Derivatives designated as hedging instruments

Cross-currency interest rate swaps (a)

Cross-currency interest rate swaps

$ 352 $ 458 $ 70 $ 57

Derivatives not designated as hedging instruments

Currency exchange contracts (b)

Currency exchange contracts

Total derivatives $ 354 $ 460 $ 72 $ 59

(a) The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheet under the caption other assets or other long-term liabilities.

(b) The fair value of the currency exchange contracts is included in the accompanying balance sheet under the captions other current assets or other accrued expenses.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Gain/(loss) recognized

Three months ended Nine months ended

September 28, September 30, September 28, September 30,

Three months ended

March 29, March 30,

(In millions) 2025 2024

4 unchanged sentences

Foreign currency-denominated debt and other payables

Included in currency translation adjustment within other comprehensive items

( 488 ) 364 ( 127 ) 158

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

Cross-currency interest rate swaps

Included in currency translation adjustment within other comprehensive items

( 566 ) ( 56 ) 171 ( 6 )

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

Included in interest expense

2 unchanged sentences

Included in cost of product revenues

( 6 ) 2 1 ( 1 )

Included in other income/(expense)

15 ( 6 ) 5 ( 8 )

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.

2 unchanged sentences

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.

Fair Value of Other Financial Instruments

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

September 28, 2024 December 31, 2023

Carrying Fair Carrying Fair

(In millions) value value value value

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Three months ended March 29, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 1,954 $ 1,677 $ 1,130 $ 5,603 $ 10,364

Intersegment revenues 387 41 18 37 482

2,341 1,718 1,148 5,640 10,846

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 856 836 679 4,424

Selling, general, and administrative expenses 470 314 171 592

Research and development expenses 137 137 45 13

Other segment items 44 31 ( 51 ) ( 120 )

Segment income

834 399 304 731 2,269

The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 203

Interest expense ( 303 )

Other income/(expense)

Consolidated income before income taxes $ 1,620

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 85,272 $ 3,018 $ 2,986 $ 1,298 $ 6,467 $ 99,041

Purchases of property, plant and equipment 36 43 44 33 205 362

Depreciation of property, plant and equipment — 59 24 22 172 276

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

Nine months ended

(In millions) September 28, 2024 September 30, 2023

Non-cash investing and financing activities

Acquired but unpaid property, plant and equipment

Declared but unpaid dividends

Issuance of stock upon vesting of restricted stock units

Excise tax from stock repurchases

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

(In millions) September 28, 2024 December 31, 2023

Cash and cash equivalents $ 4,645 $ 8,077

Restricted cash included in other current assets 11 6

Restricted cash included in other assets 15 14

Cash, cash equivalents and restricted cash $ 4,670 $ 8,097

Three months ended March 30, 2024

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 1,930 $ 1,629 $ 1,099 $ 5,686 $ 10,345

Intersegment revenues 355 58 10 37 460

2,285 1,687 1,109 5,723 10,805

Elimination of intersegment revenues

Consolidated revenues $ 10,345

Segment Income

Cost of revenues 821 799 628 4,500

Selling, general, and administrative expenses 431 318 187 585

Research and development expenses 132 132 40 17

Other segment items 61 39 ( 40 ) ( 123 )

Segment income

840 400 294 744 2,278

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

In the first nine months of 2024, 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 2024, severance actions associated with facility consolidations and cost reduction measures affected approximately 2 % of the company’s workforce.

As of November 1, 2024, the company has identified restructuring actions that it expects will result in additional charges of approximately $ 310 million, primarily in 2024, and expects to identify additional actions in future periods which will be recorded when specified criteria are met, such as communication of benefit arrangements or when the costs have been incurred.

Restructuring and other costs by segment are as follows:

Three months ended Nine months ended

(In millions) September 28, 2024 September 28, 2024

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheet.

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, 2023 $ 60

Net restructuring charges incurred in 2024 (b) (c)

Balance at September 28, 2024 $ 53

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

(b) Excludes $ 74 million of net charges, principally $ 54 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

(c) Excludes $ 13 million of charges in the Laboratory Products and Biopharma Services segment for impairments of a disposal group that was held for sale beginning in the third quarter of 2023.

The loss attributable to Thermo Fisher Scientific Inc.

was reduced by $ 6 million attributable to a noncontrolling interest.

The company expects to pay accrued restructuring costs primarily through 2024.

Amortization of acquisition-related intangible assets

Interest income 279

Interest expense ( 363 )

Other income/(expense)

Consolidated income before income taxes $ 1,589

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 83,908 $ 3,114 $ 2,671 $ 1,179 $ 6,223 $ 97,095

Purchases of property, plant and equipment 24 25 27 32 240 347

Depreciation of property, plant and equipment — 56 25 22 183 285

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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

Purchase price payable

Cash acquired

Net assets acquired

Definite-lived intangible assets

Customer relationships

Product technology

Net tangible assets

Deferred tax assets (liabilities)

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.

THERMO FISHER SCIENTIFIC INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements