What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-02 compared with 2024-11-01 · 88 added, 172 removed, 223 unchanged (54% of the section changed)

11 unchanged sentences

assumptions underlying any of the foregoing;

the COVID-19 pandemic;

and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future.

23 unchanged sentences

Consolidated Results

Three months ended Nine months ended

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

(Dollars in millions except per share amounts) 2024 2023 Change 2024 2023 Change

Three months ended

March 29, March 30,

(Dollars in millions except per share amounts) 2025 2024 Change

$ 10,364 $ 10,345 0 %

GAAP operating income 1,716 1,663 3 %

GAAP operating income margin 17.3 % 17.6 % (0.3) pt 16.9 % 15.7 % 1.2 pt

GAAP operating income margin 16.6 % 16.1 % 0.5 pt

Adjusted operating income (non-GAAP measure)

1 unchanged sentence

Adjusted operating income margin (non-GAAP measure)

22.3 % 24.2 % (1.9) pt 22.2 % 22.7 % (0.5) pt

21.9 % 22.0 % (0.1) pt

GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.

4 unchanged sentences

Organic Revenue Growth

Three months ended Nine months ended

September 28, 2024 September 28, 2024

Three months ended

March 29, 2025

Revenue growth 0 %

2 unchanged sentences

Organic revenue growth (non-GAAP measure)

Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing.

Additionally, our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce vaccines and therapies globally.

Since the company’s acquisition of PPD in December 2021, the clinical research business has continued to play a leading role in supporting the clinical trials for COVID-19 vaccines and therapies.

These positive impacts are expected to continue at much lower levels in 2024 as customer testing as well as therapy and vaccine demand declines.

Sales of products related to COVID-19 testing were $0.03 billion and $0.05 billion in the third quarter of 2024 and 2023, respectively, and $0.08 billion and $0.27 billion in the first nine months of 2024 and 2023, respectively.

During the third quarter of 2024, revenues from pharma and biotech customers declined due to reduced demand for our products and services that support COVID-19 vaccines and therapies as well as a more muted macroeconomic environment, partially offset through strong commercial execution.

Revenues in the academic and government market grew due to strong demand for electron microscopes and lab products.

Revenue from the industrial and applied customers grew due to demand for electron microscopes.

The diagnostics and healthcare market was flat.

During the third quarter of 2024, sales growth was flat in Europe and Asia-Pacific, including China.

Sales in North America declined.

Sales in every region were impacted from decreased demand for COVID-19 related products, as well as a challenging macroeconomic environment.

Contributions to organic revenue during the third quarter of 2024 from the Analytical Instruments and Specialty Diagnostics segments were offset by declines in the Life Sciences Solutions segment.

During the first nine months of 2024, all of our end markets were negatively impacted by a more muted macroeconomic environment and low economic activity in China.

Revenues from pharma and biotech and diagnostics and healthcare customers declined due to demand for COVID-19 related products and services.

Revenues in the academic and government market were flat.

Revenues in the industrial and applied market increased slightly.

During the first nine months of 2024, sales were flat in Europe and Asia-Pacific, including China.

Sales in North America declined due to decreased demand for COVID-19 related products.

Contributions to organic revenue during the first nine months of 2024 from the Analytical Instruments and Specialty Diagnostics segments were more than offset by declines in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

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.

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:

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• Our unparalleled commercial engine.

GAAP operating income margin and adjusted operating income margin decreased in the third quarter of 2024 due primarily to unfavorable business mix and strategic investments, partially offset by productivity improvements.

GAAP operating income margin in the third quarter of 2024 also benefited from lower amortization expense.

GAAP operating income margin and adjusted operating income margin decreased in the first nine months of 2024 due primarily to unfavorable business mix, partially offset by productivity improvements.

The decreases in GAAP operating income margin during the first nine months of 2024 were more than offset by lower levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 12) and lower levels of amortization expense.

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.

THERMO FISHER SCIENTIFIC INC.

Notable Recent Acquisitions

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.

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.

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.

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Accordingly, the following segment data are reported on this basis.

Three months ended Nine months ended

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

THERMO FISHER SCIENTIFIC INC.

Three months ended

March 29, March 30,

(Dollars in millions) 2025 2024

2 unchanged sentences

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

2 unchanged sentences

Three months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

Revenues $ 2,387 $ 2,433 (2) % 0 % 2 % (4) %

Segment income 845 872 (3) %

Segment income margin 35.4 % 35.9 % (0.5) pt

The decrease in organic revenues in the third quarter of 2024 was primarily due to moderation in COVID-19 related revenue.

The decrease in segment income margin resulted primarily from unfavorable volume mix, partially offset by strong productivity improvements.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

(Dollars in millions) March 29,

2025 March 30,

Change Acquisitions/ Divestitures Currency

Revenues $ 2,341 $ 2,285 2 % 2 % (1) % 2 %

1 unchanged sentence

Segment income margin 35.6 % 36.8 % (1.2) pt

The decrease in organic revenues in the first nine months of 2024 was primarily due to moderation in COVID-19 related revenue.

The increase in segment income margin resulted primarily from exceptionally strong productivity improvements, partially offset by unfavorable volume mix.

THERMO FISHER SCIENTIFIC INC.

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) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

Revenues $ 1,808 $ 1,754 3 % 0 % 0 % 3 %

Segment income 451 468 (4) %

Segment income margin 24.9 % 26.7 % (1.8) pt

The increase in organic revenues in the third quarter of 2024 was primarily due to growth in the electron microscopy business.

The decrease in segment income margin resulted primarily from unfavorable business mix and strategic investments, partially offset by strong productivity improvements.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

(Dollars in millions) March 29,

2025 March 30,

Change Acquisitions/ Divestitures Currency

Revenues $ 1,718 $ 1,687 2 % 0 % (1) % 3 %

1 unchanged sentence

Segment income margin 23.2 % 23.7 % (0.5) pt

The increase in organic revenues in the first nine months of 2024 was primarily due to very strong growth in the electron microscopy business, largely offset by declines in the other instrumentation businesses.

The decrease in segment income margin resulted primarily from unfavorable business mix and strategic investments, partially offset by strong productivity improvements.

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) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

Revenues $ 1,129 $ 1,083 4 % 0 % 0 % 4 %

Segment income 293 283 3 %

Segment income margin 25.9 % 26.1 % (0.2) pt

The increase in organic revenues in the third quarter of 2024 was primarily driven by growth in the healthcare market channel, as well as in the transplant diagnostics and immunodiagnostics businesses, partially offset by decreased demand for products addressing diagnosis of COVID-19.

The decrease in segment income margin resulted primarily from strategic investments and unfavorable business mix, partially offset by good productivity improvements.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

(Dollars in millions) March 29,

2025 March 30,

Change Acquisitions/ Divestitures Currency

Revenues $ 1,148 $ 1,109 3 % 0 % (1) % 4 %

1 unchanged sentence

Segment income margin 26.5 % 26.5 % 0.0 pt

The increase in organic revenues in the first nine months of 2024 was driven by underlying growth in the immunodiagnostics and transplant diagnostics businesses, as well as in the healthcare market channel, partially offset by decreased demand for products addressing diagnosis of COVID-19.

The increase in segment income margin was due to productivity improvements, partially offset by strategic investments.

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.

THERMO FISHER SCIENTIFIC INC.

1 unchanged sentence

Three months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

Revenues $ 5,740 $ 5,728 0 % 0 % 0 % 0 %

Segment income 773 937 (18) %

Segment income margin 13.5 % 16.4 % (2.9) pt

Organic revenues were flat in the third quarter of 2024 due to decreased demand in COVID-19 vaccines and therapies, offset by growth in the research and safety market channel and underlying growth in the clinical research and pharma services businesses.

The decrease in segment income margin was primarily due to unfavorable business mix, partially offset by strong productivity improvements.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 28,

2024 September 30,

Change Currency

Translation Acquisitions/ Divestitures

(Dollars in millions) March 29,

2025 March 30,

Change Acquisitions/ Divestitures Currency

Revenues $ 5,640 $ 5,723 (1) % 0 % (1) % (1) %

1 unchanged sentence

Segment income margin 13.0 % 13.0 % 0.0 pt

The decrease in organic revenues in the first nine months of 2024 was primarily due to decreased demand in COVID-19 vaccines and therapies, largely offset by underlying growth in the clinical research and pharma services businesses.

The decrease in segment income margin was primarily due to unfavorable business mix, partially offset by productivity improvements.

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 Nine months ended

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

Three months ended

March 29, March 30,

(Dollars and shares in millions) 2025 2024

Net interest expense

$ 80 $ 113 $ 223 $ 415

GAAP other income/(expense) 3 10

Adjusted other income/(expense) (non-GAAP measure)

(13) 5 (10) 4

GAAP tax rate 5.8 % 17.7 %

2 unchanged sentences

Weighted average diluted shares 379 384

Net interest expense (interest expense less interest income) in the third quarter and first nine months of 2024 decreased due primarily to higher cash, and cash equivalents and short-term investments balances, as well as higher interest rates on these balances when compared to the third quarter and first nine months of 2023.

The company’s net interest expense was reduced by approximately $66 million and $197 million in the third quarter and first nine months of 2024, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements.

In the third quarter and first nine months of 2023, the company’s net interest expense was reduced by approximately $34 million and $62 million, respectively, as a result of these arrangements (Note 10).

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 third quarter and first nine months of 2024 also includes $(3) million and $7 million, respectively, of net gains/(losses) on investments.

GAAP other income/(expense) in the third quarter and first nine months of 2023 also includes $10 million and $(33) million, respectively, of net gains/(losses) on investments.

The company’s GAAP tax rate increased in the first nine months of 2024 compared to 2023 primarily due to $176 million of expense, net, for a provision associated with a tax audit recorded in the first quarter of 2024.

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were also impacted by tax benefits of $183 million and $124 million in the second and third quarters of 2024, respectively, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

The company’s GAAP and adjusted tax rates in the first nine months of 2023 were impacted by the release of a valuation allowance of $183 million in the third quarter of 2023 in jurisdictions where the deferred tax assets are now expected to be realized, and a tax benefit of $91 million, net of related tax expenses, from a foreign exchange loss on an intercompany debt

THERMO FISHER SCIENTIFIC INC.

refinancing transaction in the second quarter of 2023.

The company’s GAAP and adjusted tax rates in the nine-month periods ended September 28, 2024, and September 30, 2023, were also impacted by $102 million and $144 million, respectively, of tax benefits resulting from capital losses generated as part of intra-entity transactions (Note 5).

The effective tax rates in both 2024 and 2023 were also affected by relatively significant earnings in lower tax jurisdictions.

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.

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 2024 will be between 8% and 10%.

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.

6 unchanged sentences

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, aside from any resulting one-time adjustment to the company’s deferred tax balances to reflect a new rate.

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

Weighted average diluted shares decreased in 2025 compared to 2024 due to share repurchases, net of option dilution.

THERMO FISHER SCIENTIFIC INC.

Liquidity and Capital Resources

1 unchanged sentence

The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.

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

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

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

11 unchanged sentences

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 September 28, 2024, the company’s short-term obligations and current maturities of long-term obligations totaled $4.12 billion.

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 September 28, 2024, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

Nine months ended

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

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, 2025 March 30, 2024

Net cash provided by operating activities

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Free cash flow (non-GAAP measure)

THERMO FISHER SCIENTIFIC INC.

Operating Activities

During the first nine months of 2024, cash provided by income was offset in part by investments in working capital.

An increase in inventories used cash of $0.22 billion.

A decrease in accounts payable used cash of $0.24 billion.

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 $1.43 billion during the first nine months of 2024.

During the first nine months of 2023, cash provided by income was offset in part by investments in working capital.

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.

A decrease in accounts payable used cash of $0.74 billion.

Cash payments for income taxes were $1.17 billion during the first nine months of 2023.

Cash payments for income taxes were $0.65 billion during the first three months of 2024.

Investing Activities

During the first nine months of 2024, acquisitions used cash of $3.13 billion.

The company’s investing activities also included purchases of short-term investments of $2.07 billion, as well as $0.92 billion of purchases of property, plant and equipment for capacity and capability investments.

During the first nine months of 2023, acquisitions used cash of $3.66 billion.

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.

1 unchanged sentence

Financing Activities

During the first nine months of 2024, issuance of debt provided $1.20 billion of cash.

Repayment of senior notes used $1.11 billion.

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 common stock repurchased by the company during the first quarter of 2024 were under this program.

At November 1, 2024, authorization remained for $1.00 billion of future repurchases of the company’s common stock.

During the first nine months of 2023, repayment of senior notes and net commercial paper activity used cash of $2.00 billion and $0.32 billion, respectively.

Issuance of debt provided $3.47 billion of cash.

All of the shares of

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, 2023, except in connection with the completion of the Olink acquisition, which occurred on July 10, 2024 (Note 2).

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

8 unchanged sentences

We exclude these costs because we do not believe they are indicative of our normal operating costs.

THERMO FISHER SCIENTIFIC INC.

• Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities.

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Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth within the “Consolidated Results” and “Segment Results” sections and below.

Three months ended Nine months ended

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

THERMO FISHER SCIENTIFIC INC.

Three months ended

March 29, March 30,

(Dollars in millions except per share amounts) 2025 2024

4 unchanged sentences

Selling, general and administrative expenses adjustments (b)

21 14 (24) 28

Restructuring and other costs (c)

45 84 151 379

Amortization of acquisition-related intangible assets 429 551

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Adjusted other income/(expense) (non-GAAP measure)

$ (13) $ 5 $ (10) $ 4

Reconciliation of adjusted tax rate

3 unchanged sentences

10.0 % 10.5 %

THERMO FISHER SCIENTIFIC INC.

Three months ended Nine months ended

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

(Dollars in millions except per share amounts) 2024 2023 2024 2023

Reconciliation of adjusted earnings per share

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Other income/expense adjustments (d) 0.00 (0.03)

Provision for income taxes adjustments (e) (0.36) (0.49) (0.50) (1.38)

Income taxes adjustments (e) (0.32) 0.13

Equity in earnings/losses of unconsolidated entities 0.04 (0.06)

Noncontrolling interests adjustments (f) (0.02) (0.05) (0.02) (0.05)

Adjusted EPS (non-GAAP measure)

5 unchanged sentences

Free cash flow (non-GAAP measure)

$ 1,915 $ 2,148 $ 4,498 $ 3,685

(a) Adjusted results exclude accelerated depreciation on fixed assets to be abandoned due to facility consolidations, charges for the sale of inventory revalued at the date of acquisition, and 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, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.

Adjusted results in the third quarter of 2024 also exclude $5 million of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

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

Adjusted results in 2023 also exclude $26 million of contract termination costs associated with facility closures.

(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 in exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements.

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

(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.

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 nine months of 2024.

There have been no significant changes in the company’s critical accounting policies during the first three months of 2025.

Recent Accounting Pronouncements

2 unchanged sentences

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.

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 2. Management’s Discussion and Analysis