What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-01 compared with 2025-05-02 · 151 added, 81 removed, 230 unchanged (50% of the section changed)

16 unchanged sentences

Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to:

the COVID-19 pandemic;

the need to develop new products and adapt to significant technological change;

2 unchanged sentences

dependence on customers’ capital spending policies and government funding policies;

the effect of economic and political conditions and exchange rate fluctuations on international operations;

the effect of economic and political conditions, impact of tariffs, and exchange rate fluctuations on international operations;

use and protection of intellectual property;

the effect of changes in governmental regulations;

any natural disaster, public health crisis or other catastrophic event;

any natural disaster, public health crisis, pandemic, or other catastrophic event;

and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected.

9 unchanged sentences

Consolidated Results

Three months ended

March 29, March 30,

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

Three months ended Six months ended

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

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

$ 10,855 $ 10,541 3 % $ 21,219 $ 20,886 2 %

GAAP operating income 1,834 1,820 1 % 3,551 3,483 2 %

GAAP operating income margin 16.6 % 16.1 % 0.5 pt

GAAP operating income margin 16.9 % 17.3 % (0.4) pt 16.7 % 16.7 % 0.0 pt

Adjusted operating income (non-GAAP measure)

1 unchanged sentence

Adjusted operating income margin (non-GAAP measure)

21.9 % 22.0 % (0.1) pt

21.9 % 22.3 % (0.4) pt 21.9 % 22.1 % (0.2) pt

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

4 unchanged sentences

Organic Revenue Growth

Three months ended

March 29, 2025

Three months ended Six months ended

June 28, 2025 June 28, 2025

Revenue growth 3 % 2 %

2 unchanged sentences

Organic revenue growth (non-GAAP measure)

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.

During the second quarter of 2025, revenues grew in the pharma and biotech market due to increased demand from customers.

Revenues in the academic and government and industrial and applied markets declined, reflecting some customer hesitancy in a more uncertain environment, which resulted in muted demand for equipment and instruments.

Revenue to customers in the diagnostics and healthcare market declined as we navigated headwinds in China.

During the second quarter of 2025, sales grew in North America and Europe.

Sales declined in Asia-Pacific, including China.

Contributions to organic revenue during the second quarter of 2025 from the Laboratory Products and Biopharma Services and Life Sciences Solutions segments were partially offset by declines in the Analytical Instruments segment.

During the first six months of 2025, revenues grew in the pharma and biotech market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services.

Revenues in the academic and government market declined driven by the macro conditions in the U.S.

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.

Revenue to customers in the industrial and applied market grew slightly.

Revenue to customers in the diagnostics and healthcare market was flat.

During the first six months of 2025, sales grew in North America and Europe.

Sales were flat in Asia-Pacific, but declined in China.

The first six months of 2025 were also impacted by two fewer selling days than the first six months of 2024.

Contributions to organic revenue during the first six months of 2025 from the Laboratory Products and Biopharma Services, Life Sciences Solutions, and Specialty Diagnostics segments were partially offset by declines in the Analytical Instruments segment.

The company continues to execute its proven growth strategy which consists of three pillars:

2 unchanged sentences

• Our unparalleled commercial engine.

GAAP operating income margin and adjusted operating income margin decreased in the first quarter of 2025 due primarily to unfavorable business mix, strategic investments, and the impacts of foreign exchange, largely offset by very strong productivity improvements.

The aforementioned decrease in GAAP operating margin in the first quarter of 2025 was more than offset by lower levels of amortization expense, partially offset by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).

GAAP operating income margin and adjusted operating income margin decreased in the second quarter of 2025 due primarily to unfavorable business mix, the impacts of tariffs and related foreign exchange, and strategic investments, partially offset by very strong productivity improvements.

GAAP operating income margin in the second quarter of 2025 benefited from lower amortization expense when compared to 2024;

however, we recognized net credits for changes in contingent consideration in 2024, which did not recur in 2025.

GAAP operating income margin and adjusted operating income margin decreased during the first six months of 2025 due primarily to unfavorable business mix, the impacts of strategic investments, partially offset by strong productivity improvements.

GAAP operating income margin in the first six months of 2025 benefited from lower levels of amortization expense when compared to 2024.

The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees.

4 unchanged sentences

It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.

THERMO FISHER SCIENTIFIC INC.

Segment Results

1 unchanged sentence

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

THERMO FISHER SCIENTIFIC INC.

Three months ended

March 29, March 30,

Three months ended Six months ended

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

(Dollars in millions) 2025 2024 2025 2024

2 unchanged sentences

Analytical Instruments

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

Specialty Diagnostics

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

Laboratory Products and Biopharma Services

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

(501) (470) (983) (930)

Consolidated revenues

2 unchanged sentences

Three months ended Organic (non-GAAP measure)

(Dollars in millions) March 29,

2025 March 30,

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 36.8 % 36.7 % 0.1 pt

The increase in organic revenues in the first quarter of 2025 was driven by the bioproduction business.

On a reported basis, revenue grew by $56 million.

Bioproduction grew $81 million, driven by higher demand from pharma and biotech customers, and genetic sciences grew $41 million, driven by the 2024 acquisition of Olink.

Biosciences revenue was $66 million lower due to lower demand from academic and government customers.

The decrease in segment income margin resulted primarily from unfavorable business mix and the impact of the Olink acquisition, partially offset by very strong productivity improvements.

The increase in organic revenues in the second quarter of 2025 was primarily driven by the bioproduction business.

On a reported basis, the bioproduction business grew $113 million, driven by higher demand from pharma and biotech customers.

The increase in segment income margin resulted primarily from very strong productivity improvements, partially offset by the impact of the Olink acquisition, and unfavorable business mix.

Six months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

Revenues $ 4,840 $ 4,640 4 % 2 % 0 % 3 %

Segment income 1,753 1,705 3 %

Segment income margin 36.2 % 36.7 % (0.5) pt

The increase in organic revenues in the first six months of 2025 was driven by the bioproduction business, partially offset by declines in the biosciences business.

On a reported basis, the bioproduction business grew $194 million, driven by higher demand from pharma and biotech customers, and genetic sciences grew $56 million, driven by the 2024 acquisition of Olink.

Biosciences revenue declined $50 million, due to lower demand from academic and government customers.

The decrease in segment income margin resulted primarily from unfavorable business mix, the impact of the Olink acquisition, partially offset by very strong productivity improvements.

Analytical Instruments

Three months ended Organic (non-GAAP measure)

(Dollars in millions) March 29,

2025 March 30,

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 18.8 % 24.6 % (5.8) pt

The increase in organic revenues in the first quarter of 2025 was primarily due to growth in the electron microscopy business.

On a reported basis revenue grew $30 million, driven by strong demand for electron microscopy which grew $80 million, partially offset by lower demand, largely in China, for chemical analysis products, which had $34 million lower revenue.

The decrease in segment income margin resulted primarily from strategic investments and the impact of foreign exchange, partially offset by strong productivity improvements.

The decrease in organic revenues in the second quarter of 2025 was driven by the impact of tariffs and the policy focus of the U.S.

administration, which is leading to more muted demand for equipment and instrumentation.

On a reported basis, the electron microscopy and chemical analysis businesses each declined $32 million, driven by decreased demand for instrumentation from U.S.-based academic and government customers, as well as customers in China.

The decrease in segment income margin was driven by the impacts of tariffs and related foreign exchange.

Additionally, strong productivity was more than offset by lower volumes and strategic investments.

THERMO FISHER SCIENTIFIC INC.

Six months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

Revenues $ 3,446 $ 3,469 (1) % 0 % 0 % (1) %

Segment income 724 838 (14) %

Segment income margin 21.0 % 24.2 % (3.2) pt

The decrease in organic revenues in the first six months of 2025 was primarily due to declines in the chemical analysis business, partially offset by growth in the electron microscopy business.

On a reported basis, the chemical analysis business declined $66 million, partially offset by $48 million of growth in the electron microscopy business.

The decrease in segment income margin resulted primarily from the impacts of tariffs and related foreign exchange, unfavorable volume mix, and strategic investments, partially offset by strong pricing realization.

Specialty Diagnostics

Three months ended Organic (non-GAAP measure)

(Dollars in millions) March 29,

2025 March 30,

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 27.0 % 26.7 % 0.3 pt

The increase in organic revenues in the first quarter of 2025 was led by the healthcare market channel, as well as the immunodiagnostics and transplant diagnostics businesses.

On a reported basis, the healthcare market channel grew $36 million, which contributed 3 percentage points of reported revenue growth in the segment.

Segment income margin was flat in the first quarter of 2025.

THERMO FISHER SCIENTIFIC INC.

Organic revenues were flat in the second quarter of 2025.

On a reported basis, the transplant diagnostics business grew $13 million, which was the principal driver of reported revenue growth in the segment.

The increase in segment income margin was driven by productivity improvements, partially offset by unfavorable business mix and strategic investments.

Six months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

Revenues $ 2,282 $ 2,227 2 % 0 % 0 % 2 %

Segment income 610 593 3 %

Segment income margin 26.7 % 26.6 % 0.1 pt

The increase in organic revenues in the first six months of 2025 was driven by growth in the healthcare market channel and the transplant diagnostics business.

On a reported basis, the healthcare market channel grew $32 million and the transplant diagnostics business grew $20 million, which were the principal drivers of reported revenue growth in the segment.

The increase in segment income margin was due to strong pricing realization, partially offset by unfavorable business mix.

Laboratory Products and Biopharma Services

Three months ended Organic (non-GAAP measure)

(Dollars in millions) March 29,

2025 March 30,

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 13.8 % 12.9 % 0.9 pt

The decrease in organic revenues in the first quarter of 2025 was primarily due to moderation in COVID-19 related revenue, which was largely offset by strong growth in the pharma services business and the research and safety market channel.

On a reported basis, the clinical research business declined $95 million, or 2 percentage points of negative reported growth in the segment.

Segment income margin was flat in the first quarter of 2025, with very strong productivity offset by unfavorable mix and strategic investments.

The increase in organic revenues in the second quarter of 2025 was primarily due to strong growth in the pharma services business and the research and safety market channel, partially offset by moderation in COVID-19 related revenue.

On a reported basis, the pharma services business and research and safety market channel grew $167 million and $108 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment.

Segment income margin increased in the second quarter of 2025, with exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

THERMO FISHER SCIENTIFIC INC.

Six months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

Change Acquisitions/ Divestitures Currency

Revenues $ 11,635 $ 11,480 1 % 0 % 0 % 1 %

Segment income 1,557 1,489 5 %

Segment income margin 13.4 % 13.0 % 0.4 pt

The increase in organic revenues in the first six months of 2025 was primarily due to growth in the pharma services business and research and safety market channel, partially offset by moderation in COVID-19 related revenue.

On a reported basis, the pharma services business and research and safety market channel grew $196 million and $124 million, respectively, which contributed 2 percentage points and 1 percentage point, respectively, of reported growth in the segment.

The increase in segment income margin was primarily due to exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

Non-operating Items

Three months ended

March 29, March 30,

Three months ended Six months ended

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

(Dollars and shares in millions) 2025 2024 2025 2024

Net interest expense

$ 107 $ 59 $ 206 $ 143

GAAP other income/(expense) (19) 5 (16) 14

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

(14) 4 (12) 3

GAAP tax rate 5.4 % 7.2 % 5.6 % 12.2 %

2 unchanged sentences

Weighted average diluted shares 378 383 378 383

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).

Net interest expense (interest expense less interest income) in the second quarter and first six months of 2025 increased due primarily to lower cash, and cash equivalents and short-term investments balances, as well as lower interest rates on these balances when compared to the second quarter and first six months of 2024.

In the second quarter and first six months of 2025, the company’s net interest expense was reduced by approximately $66 million and $133 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements.

In the second quarter and first six months of 2024, the company’s net interest expense was reduced by approximately $67 million and $132 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component.

GAAP other income/(expense) in the first 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.

GAAP other income/(expense) in the first six months of 2025 and 2024 also includes $2 million and $10 million, respectively, of net gains on investments.

GAAP other income/(expense) in the second quarter of 2025 also includes $5 million of charges for settlement of pension plans.

The company’s GAAP and adjusted tax rates decreased in the first six months of 2025 compared to 2024, due to a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction in the first quarter of 2025.

The company’s GAAP and adjusted rates in the second quarter of 2025 were also impacted by a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions and a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

The company’s GAAP and adjusted tax rates in the first six months of 2024 were impacted by a benefit of $183 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income and a benefit of $102 million resulting from capital losses generated as part of intra-entity transactions.

The company’s GAAP tax rate in the first six months of 2024 was also impacted by $176 million of expense, net, for a provision associated with a tax audit (Note 7).

The effective tax rates in both 2025 and 2024 were also affected by relatively significant earnings in lower tax jurisdictions.

Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.80 billion in 2025.

2 unchanged sentences

The company expects its adjusted tax rate will be approximately 10.5% in 2025.

THERMO FISHER SCIENTIFIC INC.

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

5 unchanged sentences

income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income.

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

THERMO FISHER SCIENTIFIC INC.

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

Weighted average diluted shares decreased in 2025 compared to 2024, primarily due to share repurchases.

Liquidity and Capital Resources

1 unchanged sentence

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

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

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

Cash and cash equivalents $ 4,576 $ 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 March 29, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $2.82 billion.

As of June 28, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $2.21 billion.

The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 3).

If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available.

As of 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

As of June 28, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

Six months ended

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

Net cash provided by operating activities

6 unchanged sentences

Operating Activities

During the first three months of 2025, cash provided by income was offset in part by investments in working capital.

During the first six months of 2025, cash provided by income was offset in part by investments in working capital.

Changes in other assets and liabilities used cash of $1.43 billion primarily due to the timing of payments for compensation and income taxes.

Cash payments for income taxes were $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.

Cash payments for income taxes were $1.20 billion during the first six months of 2025.

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

Changes in other assets and other liabilities used cash of $0.57 billion primarily due to the timing of payments for compensation and income taxes.

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

Cash payments for income taxes were $1.13 billion during the first six months of 2024.

Investing Activities

During the first three months of 2025 the company’s investing activities included purchases of $0.36 billion for the purchase of property, plant and equipment for capacity and capability investments.

During the first three months of 2024, purchases of short-term investments used cash of $1.76 billion.

During the first six months of 2025 the company’s investing activities included purchases of $0.66 billion for the purchase of property, plant and equipment for capacity and capability investments.

THERMO FISHER SCIENTIFIC INC.

During the first six months of 2024, purchases of short-term investments used cash of $1.78 billion.

The company’s investing activities also included purchases of $0.65 billion of property, plant and equipment for capacity and capability investments.

1 unchanged sentence

Financing Activities

During the first three months of 2025, issuance of debt provided $2.84 billion of cash.

Repayment of senior notes used cash of $0.84 billion.

During the first six months of 2025, issuance of debt provided $2.84 billion of cash.

Repayment of debt used cash of $1.63 billion.

The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.6 million shares) and the payment of $0.31 billion in cash dividends.

On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.

All of the shares of

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.

All of the shares of common stock repurchased by the company during the first quarter of 2025 were under this program.

At August 1, 2025, authorization remained for $1.00 billion of future repurchases of the company’s common stock.

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

The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.5 million shares) and the payment of $0.28 billion in cash dividends.

19 unchanged sentences

• The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods.

We report free cash flow, which is operating cash flow excluding net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities.

THERMO FISHER SCIENTIFIC INC.

We report free cash flow, which is operating cash flow less net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities.

The company also uses this measure as an indication of the strength of the company.

2 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

Three months ended

March 29, March 30,

Three months ended Six months ended

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

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

4 unchanged sentences

Selling, general and administrative expenses adjustments (b)

20 (64) 34 (45)

Restructuring and other costs (c)

82 77 180 106

Amortization of acquisition-related intangible assets 429 513 859 1,065

13 unchanged sentences

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

$ (14) $ 4 $ (12) $ 3

Reconciliation of adjusted tax rate

13 unchanged sentences

Equity in earnings/losses of unconsolidated entities (0.01) 0.22 0.03 0.16

Noncontrolling interests adjustments (f) 0.00 0.00 0.00 0.00

Adjusted EPS (non-GAAP measure)

$ 5.36 $ 5.37 $ 10.51 $ 10.47

THERMO FISHER SCIENTIFIC INC.

Three months ended Six months ended

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

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

Reconciliation of free cash flow

3 unchanged sentences

Free cash flow (non-GAAP measure)

$ 1,105 $ 1,674 $ 1,479 $ 2,583

(a) Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.

Adjusted results in 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.

Adjusted results in the second quarter and first six months of 2025 exclude $5 million and $10 million, respectively, of charges for the sale of inventory revalued at the date of acquisition.

Adjusted results in the first six months of 2024 also exclude $13 million of charges for inventory write-downs associated with large-scale abandonment of product lines.

(b) Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions and charges/credits for changes in estimates of contingent acquisition consideration.

1 unchanged sentence

(d) Adjusted results exclude net gains/losses on investments.

Adjusted results in the second quarter and first six months of 2025 also exclude $5 million of charges for settlement of pension plans.

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

THERMO FISHER SCIENTIFIC INC.

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

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2024 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements.

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

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

Recent Accounting Pronouncements

3 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 2. Management’s Discussion and Analysis