What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-01 compared with 2025-05-02 · 229 added, 85 removed, 695 unchanged (31% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

March 29, December 31,

June 28, December 31,

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

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended

March 29, March 30,

Three months ended Six months ended

June 28, June 29, June 28, June 29,

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

2 unchanged sentences

Service revenues

4,605 4,378 8,990 8,768

Total revenues

2 unchanged sentences

Cost of product revenues

3,239 3,080 6,364 6,019

Cost of service revenues

3,207 3,114 6,212 6,315

Selling, general and administrative expenses

2,140 2,111 4,218 4,293

Research and development expenses

352 339 695 670

Restructuring and other costs

82 77 180 106

Total costs and operating expenses

9,021 8,722 17,668 17,404

Operating income 1,834 1,820 3,551 3,483

2 unchanged sentences

Other income/(expense)

( 19 ) 5 ( 16 ) 14

Income before income taxes

1,709 1,765 3,329 3,354

Benefit from/(provision for) income taxes

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

March 29, March 30,

Three months ended Six months ended

June 28, June 29, June 28, June 29,

(In millions) 2025 2024 2025 2024

4 unchanged sentences

Currency translation adjustment (net of tax provision (benefit) of $( 207 ), $ 88 , $( 414 ) and $ 255 )

( 447 ) 346 ( 87 ) 802

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

4 unchanged sentences

Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $ 3 , $ 0 , $ 4 and $ 0 )

( 8 ) — ( 11 ) 1

Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ 1 , $ 0 , $ 1 and $ 0 )

1 unchanged sentence

Comprehensive income/(loss)

1,168 1,901 3,037 3,689

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

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

March 29, March 30,

Six months ended

June 28, June 29,

(In millions) 2025 2024

37 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

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

Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Income/(Loss) Total

Thermo Fisher Scientific Inc.

1 unchanged sentence

(In millions) Shares Amount Shares Amount

Three months ended March 29, 2025

Three months ended June 28, 2025

Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357

Issuance of shares under stock plans

— — — 41 — — ( 1 ) — 40 — 40

Stock-based compensation

— — — 81 — — — — 81 — 81

Dividends declared ($ 0.43 per share)

— — — — ( 163 ) — — — ( 163 ) — ( 163 )

Net income/(loss)

3 — — — 1,617 — — — 1,617 ( 2 ) 1,615

Other comprehensive income/(loss)

3 — — — — — — ( 453 ) ( 453 ) — ( 454 )

Contributions from (distributions to) noncontrolling interests ( 8 ) — — — — — — — — — —

Balance at June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

Three months ended June 29, 2024

Balance at March 30, 2024 $ 119 443 $ 443 $ 17,482 $ 48,542 61 $ ( 18,186 ) $ ( 2,764 ) $ 45,516 $ ( 12 ) $ 45,504

Issuance of shares under stock plans

— — — 83 — — ( 2 ) — 81 — 81

Stock-based compensation

— — — 84 — — — — 84 — 84

Dividends declared ($ 0.39 per share)

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

Net income/(loss)

6 — — — 1,548 — — — 1,548 — 1,548

Other comprehensive income/(loss)

( 3 ) — — — — — — 351 351 — 351

Contributions from (distributions to) noncontrolling interests ( 7 ) — — — — — — — — — —

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

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

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

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 Income/(Loss) Total

Thermo Fisher Scientific Inc.

Shareholders’ Equity Noncontrolling Interests Total Equity

(In millions) Shares Amount Shares Amount

Six months ended June 28, 2025

Balance at December 31, 2024 $ 120 444 $ 444 $ 17,962 $ 53,102 63 $ ( 19,226 ) $ ( 2,697 ) $ 49,584 $ ( 33 ) $ 49,551

9 unchanged sentences

8 — — — 3,124 — — — 3,124 ( 2 ) 3,122

Other comprehensive items

Other comprehensive income/(loss)

6 — — — — — — ( 99 ) ( 99 ) — ( 99 )

1 unchanged sentence

Excise tax from stock repurchases — — — — — — ( 17 ) — ( 17 ) — ( 17 )

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 June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

Six months ended June 29, 2024

Balance at December 31, 2023 $ 118 442 $ 442 $ 17,286 $ 47,364 56 $ ( 15,133 ) $ ( 3,224 ) $ 46,735 $ ( 11 ) $ 46,724

9 unchanged sentences

10 — — — 2,875 — — — 2,875 ( 1 ) 2,874

Other comprehensive items

Other comprehensive income/(loss)

( 6 ) — — — — — — 811 811 — 811

1 unchanged sentence

Excise tax from stock repurchases — — — — — — ( 28 ) — ( 28 ) — ( 28 )

Balance at March 30, 2024 $ 119 443 $ 443 $ 17,482 $ 48,542 61 $ ( 18,186 ) $ ( 2,764 ) $ 45,516 $ ( 12 ) $ 45,504

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

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

7 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 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.

The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at June 28, 2025, the results of operations for the three- and six-month periods ended June 28, 2025 and June 29, 2024, and the cash flows for the six-month periods ended June 28, 2025 and June 29, 2024.

Interim results are not necessarily indicative of results for a full year.

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 three months ended March 29, 2025.

There have been no material changes in the company’s significant accounting policies during the six months ended June 28, 2025.

Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts.

26 unchanged sentences

The components of inventories are as follows:

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

(In millions) June 28, 2025 December 31, 2024

Raw materials $ 1,947 $ 1,803

4 unchanged sentences

Contract asset and liability balances are as follows:

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

(In millions) June 28, 2025 December 31, 2024

Current contract assets, net $ 1,441 $ 1,435

2 unchanged sentences

Noncurrent contract liabilities 1,122 1,138

In the three months ended March 29, 2025, the company recognized revenues of $ 1.36 billion that were included in the contract liabilities balance at December 31, 2024.

In the three months ended March 30, 2024, the company recognized revenues of $ 1.32 billion that were included in the contract liabilities balance at December 31, 2023.

In the three- and six-month periods ended June 28, 2025, the company recognized revenues of $ 0.73 billion and $ 2.09 billion, respectively, that were included in the contract liabilities balance at December 31, 2024.

In the three- and six-month periods ended June 29, 2024, the company recognized revenues of $ 0.67 billion and $ 2.00 billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of March 29, 2025, was $ 24.54 billion.

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of June 28, 2025, was $ 25.04 billion.

The company will recognize revenues for these performance obligations as they are satisfied, approximately 54 % of which is expected to occur within the next twelve months .

4 unchanged sentences

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

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

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

(Dollars in millions) 2025 2025 2024

1 unchanged sentence

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

2.07 % 693 663

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

71 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

(Dollars in millions) 2025 2025 2024

8 unchanged sentences

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

2.13 % 101 93

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

35 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 March 29, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

As of June 28, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

Commercial Paper Programs

4 unchanged sentences

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

Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.

2 unchanged sentences

The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements.

The company was in compliance with all covenants related to its senior notes at March 29, 2025.

The company was in compliance with all covenants related to its senior notes at June 28, 2025.

Thermo Fisher Scientific (Finance I) B.V.

(Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of March 29, 2025, 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 June 28, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings:

the 0.00 % Senior Notes due 2025, the 0.80 % Senior Notes due 2030, the 1.125 % Senior Notes due 2033, the 1.625 % Senior Notes due 2041, and the 2.00 % Senior Notes due 2051.

5 unchanged sentences

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

March 29, Quoted

June 28, Quoted

markets Significant

29 unchanged sentences

$ 72 $ — $ 59 $ 13

The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer.

The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates.

The company initially measures the fair value of acquisition-related contingent consideration based on amounts expected to be transferred (probability-weighted) discounted to present value.

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

The company determines the fair value of its equity method and non-marketable equity investments that are not eligible for the net asset value (NAV) practical expedient by considering factors such as financial position, operating results and cash flows of the investee;

recent transactions in the same or similar securities;

significant recent events affecting the investee;

the price paid by Thermo Fisher;

among others.

In the three-month periods ended March 29, 2025, and March 30, 2024, the company recorded $ 2 million and $ 10 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

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

In the six-month period ended June 29, 2024, the company recorded $ 10 million, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

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

Three months ended

March 29, March 30,

Three months ended Six months ended

June 28, June 29, June 28, June 29,

(In millions) 2025 2024 2025 2024

5 unchanged sentences

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

Three months ended

Three months ended Six months ended

June 28, June 28,

(In millions) 2025 2025

Beginning balance $ 31 $ 21

Purchases 28 38

Ending balance $ 59 $ 59

3 unchanged sentences

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

March 29, 2025 December 31, 2024

June 28, 2025 December 31, 2024

Carrying Fair Carrying Fair

9 unchanged sentences

Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented.

At March 29, 2025, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K.

At June 28, 2025, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K.

While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.

7 unchanged sentences

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.

At June 28, 2025, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K.

Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows.

7 unchanged sentences

Revenues by type are as follows:

Three months ended

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

Three months ended Six months ended

(In millions) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

$ 4,606 $ 4,363 $ 8,960 $ 8,690

1,644 1,800 3,270 3,428

4,605 4,378 8,990 8,768

Consolidated revenues $ 10,855 $ 10,541 $ 21,219 $ 20,886

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

Three months ended

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

Three months ended Six months ended

(In millions) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

North America

$ 5,722 $ 5,529 $ 11,235 $ 11,048

2,830 2,663 5,454 5,282

1,920 1,971 3,811 3,831

Other regions

383 379 720 725

Consolidated revenues $ 10,855 $ 10,541 $ 21,219 $ 20,886

1 unchanged sentence

Revenues by business are as follows:

Three months ended

Three months ended Six months ended

(In millions)

March 29, 2025 March 30, 2024

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

$ 1,075 $ 1,059 $ 2,068 $ 2,118

Genetic sciences

679 663 1,356 1,300

BioProduction

745 633 1,416 1,223

Life Sciences Solutions

2,499 2,355 4,840 4,640

Chromatography and mass spectrometry

784 773 1,557 1,562

Chemical analysis

292 324 578 644

Electron microscopy

652 684 1,311 1,263

Analytical Instruments

1,728 1,782 3,446 3,469

Clinical diagnostics

276 273 539 536

ImmunoDiagnostics

234 226 451 437

159 158 311 312

Transplant diagnostics

124 111 237 217

Healthcare market channel

407 411 880 849

Elimination of intrasegment revenues

1 unchanged sentence

Specialty Diagnostics

1,134 1,117 2,282 2,227

Laboratory products

601 639 1,183 1,264

Research and safety market channel

1,883 1,775 3,610 3,486

Pharma services

1,794 1,627 3,401 3,205

Clinical research

Elimination of intrasegment revenues

1,955 1,949 3,894 3,982

Elimination of intrasegment revenues and other

( 238 ) ( 233 ) ( 453 ) ( 457 )

Laboratory Products and Biopharma Services

5,995 5,758 11,635 11,480

Elimination of intersegment revenues ( 501 ) ( 470 ) ( 983 ) ( 930 )

3 unchanged sentences

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 the first six months of 2025, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters.

In 2025, severance actions associated with facility consolidations and cost reduction measures affected approximately 2 % of the company’s workforce.

As of 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.

As of August 1, 2025, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ 140 million, primarily in 2025, and expects to identify additional actions in future periods.

Restructuring and other costs by segment are as follows:

Three months ended

(In millions) March 29, 2025

Three months ended Six months ended

(In millions) June 28, 2025 June 28, 2025

Life Sciences Solutions

8 unchanged sentences

Currency translation

Balance at March 29, 2025 $ 59

Balance at June 28, 2025 $ 74

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

2 unchanged sentences

Earnings per Share

Three months ended

March 29, March 30,

The company’s earnings per share are as follows:

Three months ended Six months ended

June 28, June 29, June 28, June 29,

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

11 unchanged sentences

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

Three months ended

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

Six months ended

(In millions) June 28, 2025 June 29, 2024

Statutory federal income tax rate 21 % 21 %

13 unchanged sentences

State income taxes, net of federal tax 43 39

Equity method investments ( 2 ) ( 45 )

Other, net 12 ( 4 )

1 unchanged sentence

During the first quarter of 2025, the company recorded a deferred tax benefit of $ 125 million resulting from the recognition of a tax attribute related to a domestication transaction.

During the second quarter of 2025, the company recorded a deferred tax benefit of $ 153 million related to capital losses generated as part of intra-entity transactions and a $ 93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

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

During the second quarter of 2024, the company recorded a benefit of $ 183 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

The company has operations and a taxable presence in approximately 70 countries outside the U.S.

2 unchanged sentences

federal statutory rate.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted.

The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions.

While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025.

We are currently evaluating its impact on our consolidated financial statements.

Unrecognized Tax Benefits

As of 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.

As of June 28, 2025, the company had $ 0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

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

3 unchanged sentences

Reductions for tax positions of prior years

Closure of tax years

Balance at end of period

10 unchanged sentences

adjustment Total

Three months ended March 29, 2025

Three months ended June 28, 2025

Balance at March 29, 2025 $ ( 2,053 ) $ ( 24 ) $ ( 265 ) $ ( 2,343 )

Other comprehensive income/(loss) before reclassifications

( 447 ) — ( 8 ) ( 455 )

Amounts reclassified from accumulated other comprehensive income/(loss)

Net other comprehensive income/(loss)

( 449 ) 1 ( 5 ) ( 453 )

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Six months ended June 28, 2025

Balance at December 31, 2024 $ ( 2,409 ) $ ( 25 ) $ ( 263 ) $ ( 2,697 )

5 unchanged sentences

( 93 ) 1 ( 8 ) ( 99 )

Balance at March 29, 2025 $ ( 2,053 ) $ ( 24 ) $ ( 265 ) $ ( 2,343 )

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Supplemental Cash Flow Information

Three months ended

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

Supplemental cash flow information is as follows:

Six months ended

(In millions) June 28, 2025 June 29, 2024

Non-cash investing and financing activities

4 unchanged sentences

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

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

(In millions) June 28, 2025 December 31, 2024

Cash and cash equivalents $ 4,576 $ 4,009

3 unchanged sentences

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Contracts

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

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

(In millions) June 28, 2025 December 31, 2024

Notional amount

3 unchanged sentences

Currency exchange contracts 1,392 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

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

June 28, December 31, June 28, December 31,

(In millions) 2025 2024 2025 2024

5 unchanged sentences

Total derivatives $ 175 $ 460 $ 409 $ 59

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

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

Gain/(loss) recognized

Three months ended

March 29, March 30,

Three months ended Six months ended

June 28, June 29, June 28, June 29,

(In millions) 2025 2024 2025 2024

1 unchanged sentence

Interest rate swaps

Amount reclassified from accumulated other comprehensive items to interest expense $ ( 1 ) $ ( 1 )

Amount reclassified from accumulated other comprehensive income/(loss) to interest expense $ ( 1 ) $ ( 1 ) $ ( 2 ) $ ( 2 )

Financial instruments designated as net investment hedges

1 unchanged sentence

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

( 788 ) 85 ( 1,238 ) 361

Cross-currency interest rate swaps

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

( 515 ) 293 ( 634 ) 736

Included in interest expense

67 68 134 134

Derivatives not designated as hedging instruments

1 unchanged sentence

Included in cost of product revenues

( 3 ) 4 ( 2 ) 7

Included in other income/(expense)

3 ( 4 ) 13 ( 10 )

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

The company uses foreign currency-denominated debt, certain foreign currency-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates.

A portion of the company’s euro-denominated senior notes, certain foreign currency-denominated payables, and its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation.

Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and certain foreign currency-denominated payables, and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in currency translation adjustment within other comprehensive items and shareholders’ equity.

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

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

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

7 unchanged sentences

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

Three months ended June 28, 2025

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

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 30, 2024

Three months ended June 29, 2024

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

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 28, 2025

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

Revenues from external customers $ 4,069 $ 3,346 $ 2,248 $ 11,556 $ 21,219

Intersegment revenues 771 99 34 79 983

4,840 3,446 2,282 11,635 22,202

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 1,781 1,738 1,319 9,107

Selling, general, and administrative expenses 936 633 354 1,191

Research and development expenses 273 282 92 27

Other segment items 97 69 ( 93 ) ( 246 )

Segment income

1,753 724 610 1,557 4,644

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 501

Interest expense ( 707 )

Other income/(expense)

Consolidated income before income taxes $ 3,329

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

Segment assets $ 87,013 $ 3,142 $ 3,070 $ 1,295 $ 6,711 $ 101,230

Purchases of property, plant and equipment 61 69 57 58 412 656

Depreciation of property, plant and equipment — 114 50 44 324 532

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 29, 2024

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

Revenues from external customers $ 3,926 $ 3,356 $ 2,200 $ 11,404 $ 20,886

Intersegment revenues 714 113 27 76 930

4,640 3,469 2,227 11,480 21,817

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 1,680 1,651 1,251 9,004

Selling, general, and administrative expenses 859 623 375 1,181

Research and development expenses 262 270 84 34

Other segment items 133 86 ( 76 ) ( 228 )

Segment income

1,705 838 593 1,489 4,625

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 574

Interest expense ( 717 )

Other income/(expense)

Consolidated income before income taxes $ 3,354

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

Segment assets $ 85,247 $ 3,025 $ 2,723 $ 1,188 $ 6,314 $ 98,496

Purchases of property, plant and equipment 38 51 46 53 460 648

Depreciation of property, plant and equipment — 112 50 44 356 562

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

4 unchanged sentences

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.

The company has entered into an agreement with Solventum Corporation to acquire its Purification and Filtration business.

It subsequently amended the agreement to exclude Solventum’s drinking water filtration business from the scope of the business to be acquired and revised the cash consideration payable at closing to approximately $ 4.0 billion.

Solventum’s Purification and Filtration business is a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications.

The transaction, which is expected to be completed by the end of 2025, is subject to customary closing conditions.

Upon completion, Solventum’s Purification and Filtration business will become part of the Life Sciences Solutions segment.

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.

17 unchanged sentences

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