What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-01 · 128 added, 118 removed, 263 unchanged (48% of the section changed)

35 unchanged sentences

Consolidated Results

Three months ended Six months ended

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

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

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

12 unchanged sentences

Organic Revenue Growth

Three months ended Six months ended

June 28, 2025 June 28, 2025

Three months ended Nine months ended

September 27, 2025 September 27, 2025

Revenue growth 5 % 3 %

2 unchanged sentences

Organic revenue growth (non-GAAP measure)

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.

During the third quarter of 2025, revenues grew in the pharma and biotech market, driven by our trusted partner status with customers.

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

Revenues grew in the industrial and applied market due to strong demand for our innovative products serving this market.

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 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.

During the third quarter of 2025, sales grew in North America.

Sales growth was strong in Europe and Asia-Pacific, despite weak economic activity in China.

Contributions to organic revenue during the third quarter of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

During the first nine 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 customer hesitancy in a more uncertain environment in the U.S.

and macro conditions in China.

Revenue to customers in the industrial and applied market grew.

Revenue to customers in the diagnostics and healthcare market declined slightly.

During the first nine months of 2025, sales grew in North America, Europe and Asia-Pacific, but declined in China.

Contributions to organic revenue during the first nine months of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

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 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.

GAAP operating income margin and adjusted operating income margin increased in the third quarter of 2025 due primarily to very strong productivity improvements, partially offset by strategic investments, the impact of tariffs and related foreign currency effects, and unfavorable business mix.

GAAP operating income margin in the third quarter of 2025 was also impacted 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 increased the first nine months of 2025 due primarily to very strong productivity improvements, partially offset by unfavorable business mix.

GAAP operating income margin in the first nine months of 2025 benefited from lower amortization expense when compared to 2024;

however, this was 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.

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

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, Solventum Corporation’s Purification and Filtration business, which became the company’s filtration and separation business, a leading provider of

THERMO FISHER SCIENTIFIC INC.

purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications.

The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows.

In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

Segment Results

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

Three months ended Six months ended

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

(Dollars in millions) 2025 2024 2025 2024

Three months ended Nine months ended

(Dollars in millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Life Sciences Solutions

11 unchanged sentences

Three months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 37.4 % 35.4 % 2.0 pt

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,

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

On a reported basis, the bioproduction business grew $137 million, which contributed 6 percentage points of reported growth in the segment, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business.

The increase in segment income margin resulted primarily from very strong productivity improvements and volume leverage, partially offset by unfavorable business mix, strategic investments, and the impact from the acquisition of the filtration and separation business.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 36.6 % 36.3 % 0.3 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.

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

On a reported basis, the bioproduction business grew $331 million, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business.

Genetic sciences grew $75 million, driven by the 2024 acquisition of Olink.

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

THERMO FISHER SCIENTIFIC INC.

Analytical Instruments

Three months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 22.6 % 24.9 % (2.3) pt

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 increase in organic revenues in the third quarter of 2025 was driven by the electron microscopy and chromatography and mass spectrometry businesses.

On a reported basis, the electron microscopy and chromatography and mass spectrometry businesses grew $58 million and $39 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment.

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,

Additionally, strong productivity was more than offset by strategic investments and unfavorable business mix.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 21.6 % 24.4 % (2.8) 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 increase in organic revenues in the first nine months of 2025 was primarily due to growth in the electron microscopy business, partially offset by declines in the chemical analysis business.

On a reported basis, the electron microscopy business grew $105 million, partially offset by a decline of $78 million in the chemical analysis 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.

1 unchanged sentence

Three months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 27.4 % 25.9 % 1.5 pt

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,

The increase in organic revenues in the third quarter of 2025 was driven by growth in the immunodiagnostics and transplant diagnostics businesses.

On a reported basis, the immunodiagnostics and clinical diagnostics businesses grew $18 million and $17 million, respectively, each of which contributed 2 percentage points of reported growth in the segment.

The increase in segment income margin was principally driven by strong productivity and volume leverage.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 27.0 % 26.4 % 0.6 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 organic revenues in the first nine months of 2025 was driven by growth in the healthcare market channel and the transplant diagnostics business.

On a reported basis, the immunodiagnostics business grew $32 million, the transplant diagnostics business grew $31 million, and the healthcare market channel grew $23 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.

THERMO FISHER SCIENTIFIC INC.

Laboratory Products and Biopharma Services

Three months ended Organic (non-GAAP measure)

(Dollars in millions) June 28,

2025 June 29,

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 14.5 % 13.5 % 1.0 pt

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,

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

On a reported basis, the research and safety market channel, pharma services business, and clinical research business grew $122 million, $75 million, and $64 million, respectively, which contributed 2 percentage points, 1 percentage point, and 1 percentage point, respectively, of reported growth in the segment.

Segment income margin increased in the third quarter of 2025, with very strong productivity improvements, partially offset by unfavorable business mix.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 13.8 % 13.1 % 0.7 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 organic revenues in the first nine months of 2025 was primarily due to growth in the research and safety market channel and the pharma services business, partially offset by moderation in COVID-19 related revenue.

On a reported basis, the pharma services business and research and safety market channel grew $271 million and $246 million, respectively.

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 Six months ended

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

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(Dollars and shares in millions) 2025 2024 2025 2024

8 unchanged sentences

Weighted average diluted shares 378 384 378 383

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).

Net interest expense (interest expense less interest income) in the third quarter and first nine 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 third quarter and first nine months of 2024.

In the third quarter and first nine months of 2025, the company’s net interest expense was reduced by approximately $66 million and $199 million, 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 2024, the company’s net interest expense was reduced by approximately $66 million and $197 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 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).

GAAP other income/(expense) in the third quarter and first nine months of 2025 also includes $7 million and $9 million, respectively, of net gains on investments, and $2 million and $8 million, respectively, of settlement charges for pension plans.

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.

The company’s GAAP and adjusted tax rates in the third quarter of 2025 were impacted by an $86 million tax benefit from tax return reassessments.

The company’s GAAP tax rate in the third quarter of 2025 was also impacted by tax legislation enacted during the quarter (Note 7).

THERMO FISHER SCIENTIFIC INC.

The company’s GAAP and adjusted tax rates in the first nine months of 2025 were impacted by a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions, a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income, and an $86 million tax benefit from tax return reassessments (Note 7).

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were impacted by $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 2024 were also impacted by $102 million of tax benefits resulting from capital losses generated as part of intra-entity transactions (Note 7).

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

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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.

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

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

(In millions) September 27, 2025 December 31, 2024

Cash and cash equivalents $ 1,982 $ 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 June 28, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $2.21 billion.

As of September 27, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $3.82 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 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

As of September 27, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.

Nine months ended

(In millions) September 27, 2025 September 28, 2024

Net cash provided by operating activities

6 unchanged sentences

Operating Activities

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

During the first nine 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 $1.21 billion primarily due to the timing of payments for compensation and income taxes.

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 $1.13 billion during the first six months of 2024.

Cash payments for income taxes were $1.60 billion during the first nine months of 2025.

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.

Changes in other assets and liabilities used cash of $0.24 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.

Investing Activities

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.

During the first nine months of 2025, acquisitions used cash of $4.04 billion.

The company’s investing activities also included purchases of $1.06 billion for the purchase of property, plant and equipment for capacity and capability investments.

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.

The company expects that for all of 2025, expenditures for property, plant and equipment, net of disposals, will be between $1.4 billion and $1.7 billion.

Financing Activities

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

During the first nine months of 2025, issuance of debt and net commercial paper activity provided $3.34 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.

The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (2.1 million shares), of which $0.04 billion settled in the fourth quarter of 2025, and the payment of $0.47 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 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.

All of the shares of common stock repurchased by the company during the first nine months of 2025 were under this program, depleting the 2024 authorization.

In the fourth quarter of 2025, the company issued $2.50 billion of senior notes (Note 3).

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

Repayment of senior notes used $1.11 billion.

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 $0.43 billion in cash dividends.

The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments, did not change materially subsequent to December 31, 2024, except for the agreement to acquire Solventum Corporation’s Purification & Filtration business (Note 12).

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 in connection with the completion of the filtration and separation business acquisition, which occurred on September 1, 2025, as well as the agreement to acquire Clario Holdings, Inc.

Non-GAAP Measures

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Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.

We report adjusted operating income, adjusted operating margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS.

We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors.

We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS.

THERMO FISHER SCIENTIFIC INC.

previous periods, forecasts, and to the performance of our competitors.

Such measures are also used by management in their financial and operating decision-making and for compensation purposes.

To calculate these measures we exclude, as applicable:

• Certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction/acquisition-related costs, including changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions.

• Certain transaction-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction-related third-party costs, changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions.

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

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• 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.

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.

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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 Six months ended

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

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

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

23 unchanged sentences

$ (7) $ (13) $ (19) $ (10)

THERMO FISHER SCIENTIFIC INC.

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

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

Reconciliation of adjusted tax rate

16 unchanged sentences

$ 5.79 $ 5.28 $ 16.30 $ 15.76

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

4 unchanged sentences

$ 1,840 $ 1,915 $ 3,319 $ 4,498

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

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.

(a) Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and charges for the sale of inventory revalued at the date of acquisition.

Adjusted results in the first nine 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, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.

(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.

Adjusted results in the third quarter and first nine months of 2025 also exclude $51 million of charges for disposition of a consolidated joint venture.

(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.

Adjusted results in the first nine months of 2025 also exclude $8 million of settlement charges for 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.

2 unchanged sentences

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 six months of 2025.

There have been no significant changes in the company’s critical accounting policies during the first nine 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