Item 1. Financial Statements

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 28,December 31,
(In millions except share and per share amounts)20252024
Assets
Current assets:
Cash and cash equivalents$4,576$4,009
Short-term investments1,8141,561
Accounts receivable, less allowances of $160 and $1738,5948,191
Inventories5,5594,978
Contract assets, net1,4411,435
Other current assets2,5991,964
Total current assets24,58422,137
Property, plant and equipment, net9,6359,306
Acquisition-related intangible assets, net15,14815,533
Other assets4,6154,492
Goodwill47,24945,853
Total assets$101,230$97,321
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations$2,214$2,214
Accounts payable2,9803,079
Accrued payroll and employee benefits1,5181,988
Contract liabilities2,8052,852
Other accrued expenses3,2003,199
Total current liabilities12,71813,332
Deferred income taxes6241,268
Other long-term liabilities4,2703,989
Long-term obligations33,01529,061
Redeemable noncontrolling interest126120
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued——
Common stock, $1 par value, 1,200,000,000 shares authorized; 444,366,652 and 443,841,240 shares issued444444
Capital in excess of par value18,23217,962
Retained earnings55,90153,102
Treasury stock at cost, 66,754,531 and 63,066,906 shares(21,269)(19,226)
Accumulated other comprehensive income/(loss)(2,797)(2,697)
Total Thermo Fisher Scientific Inc. shareholders’ equity50,51249,584
Noncontrolling interests(35)(33)
Total equity50,47649,551
Total liabilities, redeemable noncontrolling interest and equity$101,230$97,321

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three months endedSix months ended
June 28,June 29,June 28,June 29,
(In millions except per share amounts)2025202420252024
Revenues
Product revenues$6,249$6,163$12,229$12,118
Service revenues4,6054,3788,9908,768
Total revenues10,85510,54121,21920,886
Costs and operating expenses:
Cost of product revenues3,2393,0806,3646,019
Cost of service revenues3,2073,1146,2126,315
Selling, general and administrative expenses2,1402,1114,2184,293
Research and development expenses352339695670
Restructuring and other costs8277180106
Total costs and operating expenses9,0218,72217,66817,404
Operating income1,8341,8203,5513,483
Interest income297295501574
Interest expense(404)(354)(707)(717)
Other income/(expense)(19)5(16)14
Income before income taxes1,7091,7653,3293,354
Benefit from/(provision for) income taxes(92)(128)(187)(408)
Equity in earnings/(losses) of unconsolidated entities2(84)(12)(61)
Net income1,6181,5533,1302,885
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest2669
Net income attributable to Thermo Fisher Scientific Inc.$1,617$1,548$3,124$2,875
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic$4.28$4.05$8.27$7.53
Diluted$4.28$4.04$8.26$7.50
Weighted average shares
Basic378382378382
Diluted378383378383

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three months endedSix months ended
June 28,June 29,June 28,June 29,
(In millions)2025202420252024
Comprehensive income/(loss)
Net income$1,6181,553$3,130$2,885
Other comprehensive income/(loss):
Currency translation adjustment:
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
Unrealized holding losses arising during the period (net of tax (provision) benefit of $0, $0, $0 and $0)———(1)
Unrealized gains/(losses) on hedging instruments:
Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $0, $0, $0 and $0)1111
Pension and other postretirement benefit liability adjustments:
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)3141
Total other comprehensive income/(loss)(451)348(93)805
Comprehensive income/(loss)1,1681,9013,0373,689
Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest43123
Comprehensive income attributable to Thermo Fisher Scientific Inc.$1,164$1,899$3,025$3,686

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended
June 28,June 29,
(In millions)20252024
Operating activities
Net income$3,130$2,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment532562
Amortization of acquisition-related intangible assets8591,065
Change in deferred income taxes(601)(607)
Stock-based compensation156154
Other net non-cash expenses198157
Changes in assets and liabilities, excluding the effects of acquisitions(2,151)(1,003)
Net cash provided by operating activities2,1223,211
Investing activities
Purchases of property, plant and equipment(656)(648)
Proceeds from sale of property, plant and equipment1320
Proceeds from cross-currency interest rate swap interest settlements134111
Purchases of investments(311)(1,778)
Other investing activities, net612
Net cash used in investing activities(815)(2,283)
Financing activities
Net proceeds from issuance of debt2,8401,204
Repayment of debt(1,625)—
Purchases of company common stock(2,000)(3,000)
Dividends paid(311)(284)
Other financing activities, net3145
Net cash used in financing activities(1,093)(1,936)
Exchange rate effect on cash3487
Increase (decrease) in cash, cash equivalents and restricted cash563(1,000)
Cash, cash equivalents and restricted cash at beginning of period4,0408,097
Cash, cash equivalents and restricted cash at end of period$4,603$7,097

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

(Unaudited)

Redeemable Noncontrolling InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive Income/(Loss)Total Thermo Fisher Scientific Inc. Shareholders’ EquityNoncontrolling InterestsTotal Equity
(In millions)SharesAmountSharesAmount
Three months ended June 28, 2025
Balance at March 29, 2025$128444$444$18,111$54,44767$(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$126444$444$18,232$55,90167$(21,269)$(2,797)$50,512$(35)$50,476
Three months ended June 29, 2024
Balance at March 30, 2024$119443$443$17,482$48,54261$(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)——————351351—351
Contributions from (distributions to) noncontrolling interests(7)——————————
Excise tax from stock repurchases——————1—1—1
Balance at June 29, 2024$115443$443$17,649$49,94061$(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)

(Unaudited)

Redeemable Noncontrolling InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive Income/(Loss)Total Thermo Fisher Scientific Inc. Shareholders’ EquityNoncontrolling InterestsTotal Equity
(In millions)SharesAmountSharesAmount
Six months ended June 28, 2025
Balance at December 31, 2024$120444$444$17,962$53,10263$(19,226)$(2,697)$49,584$(33)$49,551
Issuance of shares under stock plans—11115——(26)—90—90
Stock-based compensation———156————156—156
Purchases of company common stock—————4(2,000)—(2,000)—(2,000)
Dividends declared ($0.86 per share)————(325)———(325)—(325)
Net income/(loss)8———3,124———3,124(2)3,122
Other comprehensive income/(loss)6——————(99)(99)—(99)
Contributions from (distributions to) noncontrolling interest(8)————————(1)(1)
Excise tax from stock repurchases——————(17)—(17)—(17)
Balance at June 28, 2025$126444$444$18,232$55,90167$(21,269)$(2,797)$50,512$(35)$50,476
Six months ended June 29, 2024
Balance at December 31, 2023$118442$442$17,286$47,36456$(15,133)$(3,224)$46,735$(11)$46,724
Issuance of shares under stock plans—11209——(26)—184—184
Stock-based compensation———154————154—154
Purchases of company common stock—————6(3,000)—(3,000)—(3,000)
Dividends declared ($0.78 per share)————(298)———(298)—(298)
Net income/(loss)10———2,875———2,875(1)2,874
Other comprehensive income/(loss)(6)——————811811—811
Contributions from (distributions to) noncontrolling interest(7)————————(1)(1)
Excise tax from stock repurchases——————(28)—(28)—(28)
Balance at June 29, 2024$115443$443$17,649$49,94061$(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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics.

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 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.

The condensed consolidated balance sheet presented as of December 31, 2024, has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2024 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

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 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. As a result, the sum of components may not equal corresponding totals due to rounding.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact on the company's financial statements or disclosures.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

StandardDescriptionRequired adoption timing and approachImpact of adoption or other significant matters
Standards recently adopted
ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program ObligationsNew guidance to disclose information about supplier finance programs. Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented.Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective methodNot material
ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment DisclosuresAmong other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.2024 annual report and interim periods thereafter using a retrospective methodIncreased disclosures in Note 11
Standards not yet adopted
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresAmong other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.2025 annual report and interim periods thereafter using a prospective or retrospective methodWill increase disclosures in Note 7
ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesNew guidance to disclose specified information about certain costs and expenses.2027 annual report and interim periods thereafter using a prospective or retrospective methodWill increase disclosures in Note 6

Note 2. Supplemental Balance Sheet Information

Inventories

The components of inventories are as follows:

(In millions)June 28, 2025December 31, 2024
Raw materials$1,947$1,803
Work in process947755
Finished goods2,6652,420
Inventories$5,559$4,978

Contract-related Balances

Contract asset and liability balances are as follows:

(In millions)June 28, 2025December 31, 2024
Current contract assets, net$1,441$1,435
Noncurrent contract assets, net16
Current contract liabilities2,8052,852
Noncurrent contract liabilities1,1221,138

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 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. Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Debt and Other Financing Arrangements

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

Effective interest rate at June 28,June 28,December 31,
(Dollars in millions)202520252024
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)$—$828
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)—663
0.853% 3-Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)1.05%154142
0.00% 4-Year Senior Notes, Due 11/18/2025 (euro-denominated)0.16%644569
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)3.38%586518
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)1.53%820725
4.953% 3-Year Senior Notes, Due 8/10/20265.18%600600
0.832% 1.5-Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)1.14%513—
5.00% 3-Year Senior Notes, Due 12/5/20265.26%1,0001,000
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)1.66%586518
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)1.97%703621
1.054% 5-Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)1.18%200184
4.80% 5-Year Senior Notes, Due 11/21/20275.00%600600
0.790% 3-Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)1.35%110—
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)0.78%937828
1.6525% 4-Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)1.79%413364
0.77% 5-Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)0.90%200184
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)1.46%703621
1.75% 7-Year Senior Notes, Due 10/15/20281.89%700700
5.00% 5-Year Senior Notes, Due 1/31/20295.24%1,0001,000
1.125% 4-Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)1.26%394—
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)2.08%820725
2.60% 10-Year Senior Notes, Due 10/1/20292.74%900900
1.279% 7-Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)1.44%3230
1.120% 5-Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)1.25%293—
4.977% 7-Year Senior Notes, Due 8/10/20305.12%750750
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)0.89%2,0511,812
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)1.14%1,055932
2.00% 10-Year Senior Notes, Due 10/15/20312.23%1,2001,200
1.8401% 8-Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)1.92%519457
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)2.55%703621
1.49% 10-Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)1.60%4440
4.95% 10-Year Senior Notes, Due 11/21/20325.09%600600
1.4175% 8-Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)1.49%438—
5.086% 10-Year Senior Notes, Due 8/10/20335.20%1,0001,000
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)1.21%1,7581,553
5.20% 10-Year Senior Notes, Due 1/31/20345.34%500500
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)3.76%879777
1.50% 12-Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)1.58%149137
2.0375% 12-Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)2.10%407358
1.520% 12-Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)1.56%389—
1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)1.71%269—

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Effective interest rate at June 28,June 28,December 31,
(Dollars in millions)202520252024
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)2.94%820725
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)1.73%1,055932
2.80% 20-Year Senior Notes, Due 10/15/20412.90%1,2001,200
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)1.78%1,4651,294
2.069% 20-Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)2.13%10193
5.404% 20-Year Senior Notes, Due 8/10/20435.50%600600
2.02% 20-Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated)2.06%200184
5.30% 30-Year Senior Notes, Due 2/1/20445.37%400400
1.49% 20-Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)1.54%232—
1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)1.95%169—
4.10% 30-Year Senior Notes, Due 8/15/20474.23%750750
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)1.99%1,1721,035
1.47% 25-Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)1.49%409—
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)2.07%879777
2.382% 30-Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)2.43%230212
Other173
Total borrowings at par value35,30331,332
Unamortized discount(98)(95)
Unamortized debt issuance costs(172)(164)
Total borrowings at carrying value35,03331,072
Finance lease liabilities196202
Less: Short-term obligations and current maturities2,2142,214
Long-term obligations$33,015$29,061

The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.

See Note 4 for fair value information pertaining to the company’s long-term borrowings.

Credit Facilities

The company has a revolving credit facility (the Facility) with a bank group that provides for up to $5.00 billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2027. The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (EURIBOR)-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. 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 June 28, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

Commercial Paper Programs

The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. 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

(Unaudited)

Senior Notes

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes, and Japanese yen-denominated and Swiss franc-denominated private placement notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of the Japanese yen-denominated and Swiss franc-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants related to its senior notes at 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 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. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

Note 4. Fair Value Measurements

Fair Value Measurements

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

June 28,Quoted prices in active marketsSignificant other observable inputsSignificant unobservable inputs
(In millions)2025(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$1,431$1,431$—$—
Bank time deposits1,8101,810——
Investments7617—59
Insurance contracts262—262—
Derivative contracts175—175—
Total assets$3,755$3,258$437$59
Liabilities
Derivative contracts$409$—$409$—
Contingent consideration5——5
Total liabilities$415$—$409$5

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31,Quoted prices in active marketsSignificant other observable inputsSignificant unobservable inputs
(In millions)2024(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents$1,103$1,103$—$—
Bank time deposits1,5601,560——
Investments3918—21
Insurance contracts240—240—
Derivative contracts460—460—
Total assets$3,401$2,680$700$21
Liabilities
Derivative contracts$59$—$59$—
Contingent consideration13——13
Total liabilities$72$—$59$13

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 endedSix months ended
June 28,June 29,June 28,June 29,
(In millions)2025202420252024
Contingent consideration
Beginning balance$13$83$13$87
Payments(6)—(6)(2)
Changes in fair value included in earnings(2)(72)(1)(74)
Ending balance$5$12$5$12

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

Three months endedSix months ended
June 28,June 28,
(In millions)20252025
Investments
Beginning balance$31$21
Purchases2838
Ending balance$59$59

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value of Other Financial Instruments

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

June 28, 2025December 31, 2024
CarryingFairCarryingFair
(In millions)valuevaluevaluevalue
Senior notes$35,031$32,400$30,999$28,454
Other117373
$35,033$32,402$31,072$28,527

The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.

Note 5. Commitments and Contingencies

Environmental Matters

The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At 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.

Litigation and Related Contingencies

The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows.

Product Liability, Workers Compensation and Other Personal Injury Matters

The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. At 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. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Supplemental Income Statement Information

Disaggregated Revenues

Revenues by type are as follows:

Three months endedSix months ended
(In millions)June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Revenues
Consumables$4,606$4,363$8,960$8,690
Instruments1,6441,8003,2703,428
Services4,6054,3788,9908,768
Consolidated revenues$10,855$10,541$21,219$20,886

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

Three months endedSix months ended
(In millions)June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Revenues
North America$5,722$5,529$11,235$11,048
Europe2,8302,6635,4545,282
Asia-Pacific1,9201,9713,8113,831
Other regions383379720725
Consolidated revenues$10,855$10,541$21,219$20,886

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

Revenues by business are as follows:

Three months endedSix months ended
(In millions)June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Revenues
Biosciences$1,075$1,059$2,068$2,118
Genetic sciences6796631,3561,300
BioProduction7456331,4161,223
Life Sciences Solutions2,4992,3554,8404,640
Chromatography and mass spectrometry7847731,5571,562
Chemical analysis292324578644
Electron microscopy6526841,3111,263
Analytical Instruments1,7281,7823,4463,469
Clinical diagnostics276273539536
ImmunoDiagnostics234226451437
Microbiology159158311312
Transplant diagnostics124111237217
Healthcare market channel407411880849
Elimination of intrasegment revenues(65)(62)(137)(125)
Specialty Diagnostics1,1341,1172,2822,227
Laboratory products6016391,1831,264
Research and safety market channel1,8831,7753,6103,486
Pharma services1,7941,6273,4013,205
Clinical research1,9551,9493,8943,982
Elimination of intrasegment revenues and other(238)(233)(453)(457)
Laboratory Products and Biopharma Services5,9955,75811,63511,480
Elimination of intersegment revenues(501)(470)(983)(930)
Consolidated revenues$10,855$10,541$21,219$20,886

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Restructuring and Other Costs

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 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 endedSix months ended
(In millions)June 28, 2025June 28, 2025
Life Sciences Solutions$11$54
Analytical Instruments1014
Specialty Diagnostics35
Laboratory Products and Biopharma Services56100
Corporate27
$82$180

The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets. Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table.

(In millions)Total (a)
Balance at December 31, 2024$50
Net restructuring charges incurred in 2025 (b)99
Payments(78)
Currency translation4
Balance at June 28, 2025$74

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

(b)Excludes $82 million of net charges, principally $67 million of charges for impairment of long-lived assets in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

The company expects to pay accrued restructuring costs primarily through 2025.

Earnings per Share

The company’s earnings per share are as follows:

Three months endedSix months ended
June 28,June 29,June 28,June 29,
(In millions except per share amounts)2025202420252024
Net income attributable to Thermo Fisher Scientific Inc.$1,617$1,548$3,124$2,875
Basic weighted average shares378382378382
Plus effect of: stock options and restricted stock units—111
Diluted weighted average shares378383378383
Basic earnings per share$4.28$4.05$8.27$7.53
Diluted earnings per share$4.28$4.04$8.26$7.50
Antidilutive stock options excluded from diluted weighted average shares4232

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7. Income Taxes

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:

Six months ended
(In millions)June 28, 2025June 29, 2024
Statutory federal income tax rate21%21%
Provision for income taxes at statutory rate$699$704
Increases (decreases) resulting from:
Foreign rate differential(72)(76)
Income tax credits(99)(141)
Global intangible low-taxed income2325
Foreign-derived intangible income(53)(47)
Excess tax benefits from stock options and restricted stock units(9)(45)
Provision for (reversal of) tax reserves, net(28)195
Intra-entity transfers(153)(102)
Domestication transaction(125)—
Provision for (reversal of) valuation allowances, net(85)(67)
Withholding taxes79
Tax return reassessments and settlements30(35)
State income taxes, net of federal tax4339
Equity method investments(2)(45)
Other, net12(4)
Provision for/(benefit from) income taxes$187$408

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. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different than the U.S. federal statutory rate.

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 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:

(In millions)2025
Balance at beginning of year$525
Additions for tax positions of current year22
Reductions for tax positions of prior years(8)
Closure of tax years(19)
Settlements(1)
Balance at end of period$520

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8. Comprehensive Income/(Loss) and Shareholders' Equity

Comprehensive Income/(Loss)

Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows:

(In millions)Currency translation adjustmentUnrealized gains/(losses) on hedging instrumentsPension and other postretirement benefit liability adjustmentTotal
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)(2)131
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)
Other comprehensive income/(loss) before reclassifications(87)—(11)(98)
Amounts reclassified from accumulated other comprehensive income/(loss)(6)14(2)
Net other comprehensive income/(loss)(93)1(8)(99)
Balance at June 28, 2025$(2,502)$(24)$(270)$(2,797)

Note 9. Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

Six months ended
(In millions)June 28, 2025June 29, 2024
Non-cash investing and financing activities
Acquired but unpaid property, plant and equipment$206$166
Declared but unpaid dividends165151
Issuance of stock upon vesting of restricted stock units6971
Excise tax from stock repurchases1728

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

(In millions)June 28, 2025December 31, 2024
Cash and cash equivalents$4,576$4,009
Restricted cash included in other current assets310
Restricted cash included in other assets2421
Cash, cash equivalents and restricted cash$4,603$4,040

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10. Derivatives

Derivative Contracts

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

(In millions)June 28, 2025December 31, 2024
Notional amount
Cross-currency interest rate swaps designated as net investment hedge - euro$1,000$1,000
Cross-currency interest rate swaps designated as net investment hedge - Japanese yen4,6504,650
Cross-currency interest rate swaps designated as net investment hedge - Swiss franc2,5002,500
Currency exchange contracts1,3921,588

While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet. The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income.

Fair value – assetsFair value – liabilities
June 28,December 31,June 28,December 31,
(In millions)2025202420252024
Derivatives designated as hedging instruments
Cross-currency interest rate swaps$174$458$407$57
Derivatives not designated as hedging instruments
Currency exchange contracts1222
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 endedSix months ended
June 28,June 29,June 28,June 29,
(In millions)2025202420252024
Derivatives designated as cash flow hedges
Interest rate swaps
Amount reclassified from accumulated other comprehensive income/(loss) to interest expense$(1)$(1)$(2)$(2)
Financial instruments designated as net investment hedges
Foreign currency-denominated debt and other payables
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 expense6768134134
Derivatives not designated as hedging instruments
Currency exchange contracts
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.

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11. Business Segment Information

Business Segment Information

The company’s financial performance is reported in four segments. During 2025, there have been no changes to the company’s basis of segmentation or in the basis of measurement of segment income. Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses as well as elimination of intersegment and intrasegment profits. Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period.

2025

Three months ended June 28, 2025
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$2,115$1,669$1,118$5,953$10,855
Intersegment revenues385581642501
2,4991,7281,1345,99511,356
Elimination of intersegment revenues(501)
Consolidated revenues$10,855
Segment Income
Cost of revenues9259026404,683
Selling, general, and administrative expenses467318183599
Research and development expenses1361454714
Other segment items5337(42)(126)
Segment income9193253068252,375
Unallocated amounts
Cost of revenues adjustments(10)
Selling, general and administrative expenses adjustments(20)
Restructuring and other costs(82)
Amortization of acquisition-related intangible assets(429)
Interest income297
Interest expense(404)
Other income/(expense)(19)
Consolidated income before income taxes$1,709
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$87,013$3,142$3,070$1,295$6,711$101,230
Purchases of property, plant and equipment25251325206294
Depreciation of property, plant and equipment—562623152256

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024

Three months ended June 29, 2024
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$1,996$1,727$1,100$5,719$10,541
Intersegment revenues359551739470
2,3551,7821,1175,75811,011
Elimination of intersegment revenues(470)
Consolidated revenues$10,541
Segment Income
Cost of revenues8608526234,504
Selling, general, and administrative expenses428305188596
Research and development expenses1301394417
Other segment items7347(37)(104)
Segment income8654392997452,347
Unallocated amounts
Cost of revenues adjustments(1)
Selling, general and administrative expenses adjustments64
Restructuring and other costs(77)
Amortization of acquisition-related intangible assets(513)
Interest income295
Interest expense(354)
Other income/(expense)5
Consolidated income before income taxes$1,765
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$85,247$3,025$2,723$1,188$6,314$98,496
Purchases of property, plant and equipment15261821220301
Depreciation of property, plant and equipment—572522173276

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025

Six months ended June 28, 2025
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$4,069$3,346$2,248$11,556$21,219
Intersegment revenues771993479983
4,8403,4462,28211,63522,202
Elimination of intersegment revenues(983)
Consolidated revenues$21,219
Segment Income
Cost of revenues1,7811,7381,3199,107
Selling, general, and administrative expenses9366333541,191
Research and development expenses2732829227
Other segment items9769(93)(246)
Segment income1,7537246101,5574,644
Unallocated amounts
Cost of revenues adjustments(21)
Selling, general and administrative expenses adjustments(34)
Restructuring and other costs(180)
Amortization of acquisition-related intangible assets(859)
Interest income501
Interest expense(707)
Other income/(expense)(16)
Consolidated income before income taxes$3,329
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$87,013$3,142$3,070$1,295$6,711$101,230
Purchases of property, plant and equipment61695758412656
Depreciation of property, plant and equipment—1145044324532

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024

Six months ended June 29, 2024
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$3,926$3,356$2,200$11,404$20,886
Intersegment revenues7141132776930
4,6403,4692,22711,48021,817
Elimination of intersegment revenues(930)
Consolidated revenues$20,886
Segment Income
Cost of revenues1,6801,6511,2519,004
Selling, general, and administrative expenses8596233751,181
Research and development expenses2622708434
Other segment items13386(76)(228)
Segment income1,7058385931,4894,625
Unallocated amounts
Cost of revenues adjustments(17)
Selling, general and administrative expenses adjustments45
Restructuring and other costs(106)
Amortization of acquisition-related intangible assets(1,065)
Interest income574
Interest expense(717)
Other income/(expense)14
Consolidated income before income taxes$3,354
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$85,247$3,025$2,723$1,188$6,314$98,496
Purchases of property, plant and equipment38514653460648
Depreciation of property, plant and equipment—1125044356562

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12. Acquisitions

The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products and services.

Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition.

Pending Acquisition

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.

2024

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities. The goodwill recorded as a result of this business combination is not tax deductible.

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

(In millions)Olink
Purchase price
Cash paid$3,215
Purchase price payable28
Cash acquired(97)
$3,146
Net assets acquired
Definite-lived intangible assets
Customer relationships$708
Product technology207
Tradenames97
Goodwill2,301
Net tangible assets9
Deferred tax assets (liabilities)(176)
$3,146

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are 19 years for customer relationships, 15 years for product technology, and 15 years for tradenames. The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is 18 years.

THERMO FISHER SCIENTIFIC INC.

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