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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 for the quarterly period ended June 29,2024 or Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934Co

2、mmission File Number 1-8002THERMO FISHER SCIENTIFIC INC.(Exact name of Registrant as specified in its charter)Delaware04-2209186(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)168 Third AvenueWaltham,Massachusetts 02451(Address of principal executive

3、offices)(Zip Code)Registrants telephone number,including area code:(781)622-1000Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$1.00 par valueTMONew York Stock Exchange0.750%Notes due 2024TMO 24ANew

4、York Stock Exchange0.125%Notes due 2025TMO 25BNew York Stock Exchange2.000%Notes due 2025TMO 25New York Stock Exchange3.200%Notes due 2026TMO 26BNew York Stock Exchange1.400%Notes due 2026TMO 26ANew York Stock Exchange1.450%Notes due 2027TMO 27New York Stock Exchange1.750%Notes due 2027TMO 27BNew Yo

5、rk Stock Exchange0.500%Notes due 2028TMO 28ANew York Stock Exchange1.375%Notes due 2028TMO 28New York Stock Exchange1.950%Notes due 2029TMO 29New York Stock Exchange0.875%Notes due 2031TMO 31New York Stock Exchange2.375%Notes due 2032TMO 32New York Stock Exchange3.650%Notes due 2034TMO 34New York St

6、ock Exchange2.875%Notes due 2037TMO 37New York Stock Exchange1.500%Notes due 2039TMO 39New York Stock Exchange1.875%Notes due 2049TMO 49New York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange A

7、ct of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data F

8、ile required to be submitted pursuant to Rule 405 of RegulationS-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated

9、 filer,a non-accelerated filer,a smaller reporting company,or an emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerat

10、ed filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchang

11、e Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 29,2024,the Registrant had 381,995,566 shares of Common Stock outstanding.THERMO FISHER SCIENTIFIC INC.QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED JUNE 29,202

12、4TABLE OF CONTENTSPagePART I-FINANCIAL INFORMATIONItem 1.Financial Statements(Unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Income4Condensed Consolidated Statements of Comprehensive Income5Condensed Consolidated Statements of Cash Flows6Condensed Consolidated

13、Statements of Redeemable Noncontrolling Interest and Equity7Notes to Condensed Consolidated Financial Statements9Note 1.Nature of Operations and Summary of Significant Accounting Policies9Note 2.Acquisitions10Note 3.Revenues and Contract-related Balances11Note 4.Business Segment and Geographical Inf

14、ormation13Note 5.Income Taxes14Note 6.Earnings per Share15Note 7.Debt and Other Financing Arrangements15Note 8.Commitments and Contingencies17Note 9.Comprehensive Income/(Loss)and Shareholders Equity18Note 10.Fair Value Measurements and Fair Value of Financial Instruments19Note 11.Supplemental Cash

15、Flow Information21Note 12.Restructuring and Other Costs22Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk31Item 4.Controls and Procedures31PART II-OTHER INFORMATIONItem 1.Legal Proceedings32

16、Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32 Item 5.Other Information32Item 6.Exhibits332THERMO FISHER SCIENTIFIC INC.PART I FINANCIAL INFORMATIONItem 1.Financial StatementsCONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)June 29,December 31,(In millions

17、except share and per share amounts)20242023AssetsCurrent assets:Cash and cash equivalents$7,073$8,077 Short-term investments1,750 3 Accounts receivable,less allowances of$202 and$1937,943 8,221 Inventories5,198 5,088 Contract assets,net1,487 1,443 Other current assets2,025 1,757 Total current assets

18、25,476 24,589 Property,plant and equipment,net9,282 9,448 Acquisition-related intangible assets,net15,519 16,670 Other assets4,377 3,999 Goodwill43,843 44,020 Total assets$98,496$98,726 Liabilities,redeemable noncontrolling interest and equityCurrent liabilities:Short-term obligations and current ma

19、turities of long-term obligations$5,121$3,609 Accounts payable2,547 2,872 Accrued payroll and employee benefits1,495 1,596 Contract liabilities2,591 2,689 Other accrued expenses3,019 3,246 Total current liabilities14,772 14,012 Deferred income taxes1,516 1,922 Other long-term liabilities4,391 4,642

20、Long-term obligations30,284 31,308 Redeemable noncontrolling interest115 118 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;443,105,658 and 442,188,634 shares issued

21、443 442 Capital in excess of par value17,649 17,286 Retained earnings49,940 47,364 Treasury stock at cost,61,110,092 and 55,541,290 shares(18,187)(15,133)Accumulated other comprehensive income/(loss)(2,413)(3,224)Total Thermo Fisher Scientific Inc.shareholders equity47,432 46,735 Noncontrolling inte

22、rests(12)(11)Total equity47,419 46,724 Total liabilities,redeemable noncontrolling interest and equity$98,496$98,726 The accompanying notes are an integral part of these condensed consolidated financial statements.3THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)Th

23、ree months endedSix months endedJune 29,July 1,June 29,July 1,(In millions except per share amounts)2024202320242023RevenuesProduct revenues$6,163$6,271$12,118$12,675 Service revenues4,378 4,416 8,768 8,722 Total revenues10,541 10,687 20,886 21,397 Costs and operating expenses:Cost of product revenu

24、es3,080 3,278 6,019 6,615 Cost of service revenues3,114 3,158 6,315 6,391 Selling,general and administrative expenses2,111 2,145 4,293 4,264 Research and development expenses339 345 670 691 Restructuring and other costs77 183 106 295 Total costs and operating expenses8,722 9,109 17,404 18,256 Operat

25、ing income1,820 1,578 3,483 3,141 Interest income295 178 574 324 Interest expense(354)(326)(717)(626)Other income/(expense)5 14(46)Income before income taxes1,765 1,430 3,354 2,793 Provision for income taxes(128)(52)(408)(98)Equity in earnings/(losses)of unconsolidated entities(84)(16)(61)(41)Net in

26、come1,553 1,362 2,885 2,654 Less:net income/(losses)attributable to noncontrolling interests and redeemablenoncontrolling interest6 1 9 4 Net income attributable to Thermo Fisher Scientific Inc.$1,548$1,361$2,875$2,650 Earnings per share attributable to Thermo Fisher Scientific Inc.Basic$4.05$3.53$7

27、.53$6.86 Diluted$4.04$3.51$7.50$6.83 Weighted average sharesBasic382 386 382 386 Diluted383 388 383 388 The accompanying notes are an integral part of these condensed consolidated financial statements.4THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)T

28、hree months endedSix months ended June 29,July 1,June 29,July 1,(In millions)2024202320242023Comprehensive incomeNet income$1,553$1,362$2,885$2,654 Other comprehensive income/(loss):Currency translation adjustment:Currency translation adjustment(net of tax provision(benefit)of$88,$0,$255and$(36)346

29、125 802 169 Unrealized gains/(losses)on available-for-sale debt securitiesUnrealized 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(prov

30、ision)benefit of$0,$0,$0 and$1)1 1 1 4 Pension and other postretirement benefit liability adjustments:Pension and other postretirement benefit liability adjustments arising during theperiod(net of tax(provision)benefit of$0,$1,$0 and$0)(1)1 Amortization of net loss included in net periodic pension c

31、ost(net of tax(provision)benefit of$0,$0,$0 and$0)1(2)1(2)Total other comprehensive income/(loss)348 123 805 171 Comprehensive income1,901 1,485 3,689 2,825 Less:comprehensive income/(loss)attributable to noncontrolling interests and redeemablenoncontrolling interest3(6)3 Comprehensive income attrib

32、utable to Thermo Fisher Scientific Inc.$1,899$1,491$3,686$2,825 The accompanying notes are an integral part of these condensed consolidated financial statements.5THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Six months ended June 29,July 1,(In millions)202420

33、23Operating activitiesNet income$2,885$2,654 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation of property,plant and equipment562 523 Amortization of acquisition-related intangible assets1,065 1,191 Change in deferred income taxes(607)(328)Stock-based comp

34、ensation154 150 Other non-cash expenses,net157 330 Changes in assets and liabilities,excluding the effects of acquisitions(1,003)(2,251)Net cash provided by operating activities3,211 2,269 Investing activities Purchases of property,plant and equipment(648)(742)Proceeds from sale of property,plant an

35、d equipment20 10 Proceeds from cross-currency interest rate swap interest settlements111 35 Acquisitions,net of cash acquired(2,751)Purchases of investments(1,778)(188)Other investing activities,net12 51 Net cash used in investing activities(2,283)(3,585)Financing activitiesNet proceeds from issuanc

36、e of debt1,204 Repayment of debt(1,000)Proceeds from issuance of commercial paper 1,620 Repayments of commercial paper(1,441)Purchases of company common stock(3,000)(3,000)Dividends paid(284)(252)Other financing activities,net145 24 Net cash used in financing activities(1,936)(4,049)Exchange rate ef

37、fect on cash7(19)Decrease in cash,cash equivalents and restricted cash(1,000)(5,384)Cash,cash equivalents and restricted cash at beginning of period8,097 8,537 Cash,cash equivalents and restricted cash at end of period$7,097$3,153 The accompanying notes are an integral part of these condensed consol

38、idated financial statements.6THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY(Unaudited)RedeemableNoncontrollingInterestCommon StockCapital inExcess ofPar ValueRetainedEarningsTreasury StockAccumulatedOtherComprehensiveItemsTotalThermo F

39、isherScientific Inc.ShareholdersEquityNoncontrollingInterestsTotal Equity(In millions)SharesAmountSharesAmountThree months ended June 29,2024Balance at March 30,2024$119 443$443$17,482$48,542 61$(18,186)$(2,764)$45,516$(12)$45,504 Issuance of shares underemployees and directors stockplans 83 (2)81 8

40、1 Stock-based compensation 84 84 84 Dividends declared($0.39 pershare)(149)(149)(149)Net income/(loss)6 1,548 1,548 1,548 Other comprehensive items(3)351 351 351 Contributions from(distributionsto)noncontrolling interests(7)Excise tax from stock repurchases 1 1 1 Balance at June 29,2024$115 443$443$

41、17,649$49,940 61$(18,187)$(2,413)$47,432$(12)$47,419 Three months ended July 1,2023Balance at April 1,2023$123 441$441$16,889$43,064 55$(15,083)$(3,054)$42,257$53$42,310 Issuance of shares underemployees and directors stockplans 67 (2)65 65 Stock-based compensation 74 74 74 Dividends declared($0.35

42、pershare)(136)(136)(136)Net income/(loss)4 1,361 1,361(3)1,358 Other comprehensive items(7)130 130 130 Contributions from(distributionsto)noncontrolling interests(7)Excise tax from stock repurchases 1 1 1 Balance at July 1,2023$113 441$441$17,030$44,289 55$(15,084)$(2,924)$43,752$50$43,802 The accom

43、panying notes are an integral part of these condensed consolidated financial statements.7THERMO FISHER SCIENTIFIC INC.CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY(Continued)(Unaudited)RedeemableNoncontrollingInterestCommon StockCapital inExcess ofPar ValueRetain

44、edEarningsTreasury StockAccumulatedOtherComprehensiveItemsTotalThermo FisherScientific Inc.ShareholdersEquityNoncontrollingInterestsTotal Equity(In millions)SharesAmountSharesAmountSix months ended June 29,2024Balance at December 31,2023$118 442$442$17,286$47,364 56$(15,133)$(3,224)$46,735$(11)$46,7

45、24 Issuance of shares under stockplans 1 1 209 (26)184 184 Stock-based compensation 154 154 154 Purchases of company commonstock 6(3,000)(3,000)(3,000)Dividends declared($0.78 pershare)(298)(298)(298)Net income/(loss)10 2,875 2,875(1)2,874 Other comprehensive items(6)811 811 811 Contributions from(d

46、istributionsto)noncontrolling interest(7)(1)(1)Excise tax from stock repurchases (28)(28)(28)Balance at June 29,2024$115 443$443$17,649$49,940 61$(18,187)$(2,413)$47,432$(12)$47,419 Six months ended July 1,2023Balance at December 31,2022$116 441$441$16,743$41,910 50$(12,017)$(3,099)$43,978$54$44,032

47、 Issuance of shares under stockplans 137 (38)99 99 Stock-based compensation 150 150 150 Purchases of company commonstock 5(3,000)(3,000)(3,000)Dividends declared($0.70 pershare)(271)(271)(271)Net income/(loss)8 2,650 2,650(4)2,646 Other comprehensive items(4)175 175 175 Contributions from(distributi

48、onsto)noncontrolling interest(7)Excise tax from stock repurchases (29)(29)(29)Balance at July 1,2023$113 441$441$17,030$44,289 55$(15,084)$(2,924)$43,752$50$43,802 The accompanying notes are an integral part of these condensed consolidated financial statements.8THERMO FISHER SCIENTIFIC INC.NOTES TO

49、CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 1.Nature of Operations and Summary of Significant Accounting PoliciesNature of OperationsThermo Fisher Scientific Inc.(the company or Thermo Fisher)enables customers to make the world healthier,cleaner and safer by helping them accelerate li

50、fesciences research,solve complex analytical challenges,increase laboratory productivity,and improve patient health through diagnostics and the development andmanufacture of life-changing therapies.Markets served include pharmaceutical and biotech,academic and government,industrial and applied,as we

51、ll as healthcareand diagnostics.Interim Financial StatementsThe 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

52、 the financial position at June 29,2024,the results of operations for the three-and six-month periods ended June 29,2024 and July 1,2023,and the cash flows for the six-month periods ended June 29,2024 and July 1,2023.Interim results arenot necessarily indicative of results for a full year.The conden

53、sed consolidated balance sheet presented as of December 31,2023 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

54、 theannual financial statements and notes thereto of the company.The condensed consolidated financial statements and notes included in this report should be read inconjunction with the 2023 financial statements and notes included in the companys Annual Report on Form 10-K filed with the Securities a

55、nd ExchangeCommission(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 2023 describes the significant accounting estimates and policies used in preparation of the consolidated financial

56、statements.There have been no material changes in the companys significant accounting policies during the six months ended June 29,2024.Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts.As a re

57、sult,the sum of components may not equal corresponding totals due to rounding.InventoriesThe components of inventories are as follows:(In millions)June 29,2024December 31,2023Raw materials$1,974$2,057 Work in process825 705 Finished goods2,399 2,326 Inventories$5,198$5,088 Use of EstimatesThe prepar

58、ation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities,disclosure of contingent assets and liabilities at the date of the financial statements and the re

59、ported amounts ofrevenues and expenses during the reporting period.The companys estimates include,among others,asset reserve requirements as well as the amounts of future cash flows associated with certain assets andbusinesses that are used in assessing the risk of impairment.Actual results could di

60、ffer from those estimates.Recent Accounting PronouncementsThe following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact onthe companys financial statements or disclosures.9THERMO FISHER SCIENTIFIC INC.N

61、OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)StandardDescriptionRequired adoption timing and approachImpact of adoption or other significant mattersStandards recently adoptedASU No.2022-04,Liabilities-Supplier Finance Programs(Subtopic 405-50):Disclosure ofSupplier Finance ProgramOb

62、ligationsNew guidance to disclose information aboutsupplier finance programs.Among otherthings,the new guidance requires expandeddisclosure about key program terms,paymentterms,and amounts outstanding for obligationsunder supplier finance programs for eachperiod presented.Some aspects adopted in 202

63、3 using aretrospective method and will adoptother aspects in 2024 annual reportusing a prospective methodNot materialStandards not yet adoptedASU No.2023-07,SegmentReporting(Topic 280):ImprovingReportable Segment DisclosuresAmong other things,new guidance to disclosesignificant segment expenses and

64、other itemsby reportable segment as well as informationabout the chief operating decision maker.2024 annual report and interim periodsthereafter using a retrospective methodWill increase disclosures in Note 4ASU No.2023-09,Income Taxes(Topic 740):Improvements toIncome Tax DisclosuresAmong other thin

65、gs,new guidance to discloseadditional information about the tax ratereconciliation and income taxes paid.2025 annual report and interim periodsthereafter using a prospective orretrospective methodWill increase disclosures in Note 5Note 2.AcquisitionsThe companys acquisitions have historically been m

66、ade 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

67、elimination of redundant facilities,functions and staffing;use of the companys existing commercial infrastructure to expand sales ofthe acquired businesses products and services;and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of companyproducts an

68、d services.Acquisitions have been accounted for using the acquisition method of accounting,and the acquired companies results have been included in the accompanyingfinancial statements from their respective dates of acquisition.2024On July 10,2024,the company acquired,within the Life Sciences Soluti

69、ons segment,Olink Holding AB(publ),a Swedish-based provider of next-generationproteomics solutions.The acquisition enhances the segments capabilities in the high-growth proteomics market with the addition of highly differentiated solutions.It also complements the existing life sciences and mass spec

70、trometry offerings,accelerating protein biomarker discovery and providing strong synergyopportunities.The goodwill recorded as a result of this business combination is not expected to be tax deductible.The components of the preliminary purchase price and net assets acquired are as follows:(In billio

71、ns)OlinkPurchase priceCash paid$3.19 Fair value of noncontrolling interest0.06 Cash acquired(0.04)$3.21 Net assets acquiredDefinite-lived intangible assets$0.99 Goodwill2.28 Net tangible assets0.13 Deferred tax assets(liabilities)(0.19)$3.21 The weighted-average amortization period for definite-live

72、d intangible assets is 18 years.10THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)The preliminary allocation of the purchase price for the acquisition of Olink is based on the estimates of the fair value of the net assets acquired and is subject toadjustme

73、nt upon finalization,largely with respect to acquired intangible assets and the related deferred taxes.Measurements of these items inherently requiresignificant estimates and assumptions.2023On January 3,2023,the company acquired,within the Specialty Diagnostics segment,The Binding Site Group,a U.K.

74、-based provider of specialty diagnostic assaysand instruments to improve the diagnosis and management of blood cancers and immune system disorders.The acquisition expands the segments portfolio with theaddition of pioneering innovation in diagnostics and monitoring for multiple myeloma.The goodwill

75、recorded as a result of this business combination is not taxdeductible.On August 14,2023,the company acquired,within the Laboratory Products and Biopharma Services segment,CorEvitas,LLC,a U.S.-based provider ofregulatory-grade,real-world evidence for approved medical treatments and therapies.The acq

76、uisition expands the segments portfolio with the addition of highlycomplementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.The goodwill recorded as a result ofthis business combination is not tax deductible.The components of the purchas

77、e price and net assets acquired are as follows:(In millions)The Binding SiteCorEvitasPurchase priceCash paid$2,412$730 Debt settled307 184 Cash acquired(20)(4)$2,699$910 Net assets acquiredDefinite-lived intangible assets:Customer relationships$868$260 Product technology162 47 Tradenames42 Backlog 4

78、6 Goodwill1,741 627 Net tangible assets174(2)Deferred tax assets(liabilities)(288)(68)$2,699$910 In addition,in 2023,the company acquired,within the Analytical Instruments segment,a U.S.-based developer of Raman-based spectroscopy solutions for in-linemeasurement.The weighted-average amortization pe

79、riods for definite-lived intangible assets acquired in 2023 are 18 years for customer relationships,14 years for producttechnology,15 years for tradenames,and 13 years for backlog.The weighted average amortization period for all definite-lived intangible assets acquired in 2023 is17 years.Note 3.Rev

80、enues and Contract-related BalancesDisaggregated RevenuesRevenues by type are as follows:Three months ended Six months ended(In millions)June 29,2024July 1,2023June 29,2024July 1,2023RevenuesConsumables$4,363$4,433$8,690$8,939 Instruments1,800 1,838 3,428 3,736 Services4,378 4,416 8,768 8,722 Consol

81、idated revenues$10,541$10,687$20,886$21,397 11THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Revenues by geographic region based on customer location are as follows:Three months endedSix months ended(In millions)June 29,2024July 1,2023June 29,2024July 1,2

82、023RevenuesNorth America$5,529$5,714$11,048$11,492 Europe2,663 2,654 5,282 5,255 Asia-Pacific1,971 1,902 3,831 3,888 Other regions379 417 725 762 Consolidated revenues$10,541$10,687$20,886$21,397 Each reportable segment earns revenues from consumables,instruments and services in North America,Europe

83、,Asia-Pacific and other regions.See Note 4 forrevenues by reportable segment and other geographic data.Remaining Performance ObligationsThe aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of June 29,2024 was$25.93billion

84、.The company will recognize revenues for these performance obligations as they are satisfied,approximately 52%of which is expected to occur within thenext twelve months.Amounts expected to occur thereafter generally relate to contract manufacturing,clinical research and extended warranty service agr

85、eements,which typically have durations of three to five years.Contract-related BalancesNoncurrent contract assets and noncurrent contract liabilities are included within other assets and other long-term liabilities in the accompanying balance sheet,respectively.Contract asset and liability balances

86、are as follows:(In millions)June 29,2024December 31,2023Current contract assets,net$1,487$1,443 Noncurrent contract assets,net7 4 Current contract liabilities2,591 2,689 Noncurrent contract liabilities1,455 1,499 In the three and six months ended June 29,2024,the company recognized revenues of$0.67

87、billion and$2.00 billion,respectively,that were included in thecontract liabilities balance at December 31,2023.In the three and six months ended July 1,2023,the company recognized revenues of$0.68 billion and$1.98billion,respectively,that were included in the contract liabilities balance at Decembe

88、r 31,2022.12THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 4.Business Segment and Geographical InformationBusiness Segment InformationThree months endedSix months endedJune 29,July 1,June 29,July 1,(In millions)2024202320242023RevenuesLife Sciences S

89、olutions$2,355$2,463$4,640$5,075 Analytical Instruments1,782 1,749 3,469 3,472 Specialty Diagnostics1,117 1,109 2,227 2,217 Laboratory Products and Biopharma Services5,758 5,831 11,480 11,594 Eliminations(470)(465)(930)(961)Consolidated revenues10,541 10,687 20,886 21,397 Segment IncomeLife Sciences

90、 Solutions865 817 1,705 1,653 Analytical Instruments439 432 838 853 Specialty Diagnostics299 297 593 577 Laboratory Products and Biopharma Services745 824 1,489 1,617 Subtotal reportable segments2,347 2,370 4,625 4,700 Cost of revenues adjustments(1)(18)(17)(59)Selling,general and administrative exp

91、enses adjustments64(6)45(14)Restructuring and other costs(77)(183)(106)(295)Amortization of acquisition-related intangible assets(513)(585)(1,065)(1,191)Consolidated operating income1,820 1,578 3,483 3,141 Interest income295 178 574 324 Interest expense(354)(326)(717)(626)Other income/(expense)5 14(

92、46)Consolidated income before taxes$1,765$1,430$3,354$2,793 Cost of revenues adjustments included in the above table consist of charges for the sale of inventories revalued at the date of acquisition,inventory write-downsassociated with large-scale abandonment of product lines,and accelerated deprec

93、iation on manufacturing assets to be abandoned due to facility consolidations.Selling,general and administrative expenses adjustments included in the above table consist of third-party transaction/integration costs related to recentacquisitions,and charges/credits for changes in estimates of conting

94、ent acquisition consideration.Geographical InformationRevenues by country based on customer location are as follows:Three months endedSix months ended(In millions)June 29,2024July 1,2023June 29,2024July 1,2023RevenuesUnited States$5,347$5,531$10,669$11,118 Other5,194 5,156 10,217 10,279 Consolidated

95、 revenues$10,541$10,687$20,886$21,397 13THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 5.Income TaxesThe provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal incom

96、e tax rate toincome before provision for income taxes due to the following:Six months ended(In millions)June 29,2024July 1,2023Statutory federal income tax rate21%21%Provision for income taxes at statutory rate$704$587 Increases(decreases)resulting from:Foreign rate differential(76)(125)Income tax c

97、redits(141)(136)Global intangible low-taxed income25 46 Foreign-derived intangible income(47)(55)Excess tax benefits from stock options and restricted stock units(45)(37)Provision for(reversal of)tax reserves,net195 8 Intra-entity transfers(102)(144)Foreign exchange loss on inter-company debt refina

98、ncing(112)Provision for(reversal of)valuation allowances,net(67)66 Withholding taxes9 12 Tax return reassessments and settlements(35)(38)State income taxes,net of federal tax39 53 Equity method investments(45)(6)Other,net(4)(21)Provision for income taxes$408$98 During the first quarter of 2024,the c

99、ompany recorded a tax reserve and associated interest of$240 million related to the potential settlement of international taxaudits for tax years 2009 through 2016.During the second quarter of 2024,the company recorded a benefit of$183 million,primarily in jurisdictions where thedeferred tax assets

100、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 companys effective income tax rate differs from the U.S.federal statutory rate each year due to certain operations that are subject to tax ince

101、ntives,state and local taxes,and foreign taxes that are different than the U.S.federal statutory rate.Unrecognized Tax BenefitsAs of June 29,2024 the company had$0.70 billion of unrecognized tax benefits substantially all of which,if recognized,would reduce the effective tax rate.Areconciliation of

102、the beginning and ending amounts of unrecognized tax benefits is as follows:(In millions)2024Balance at beginning of year$540 Additions for tax positions of current year9 Additions for tax positions of prior years199 Reductions for tax positions of prior years(46)Balance at end of period$702 14THERM

103、O FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 6.Earnings per ShareThree months endedSix months endedJune 29,July 1,June 29,July 1,(In millions except per share amounts)2024202320242023Net income attributable to Thermo Fisher Scientific Inc.$1,548$1,361$2

104、,875$2,650 Basic weighted average shares382 386 382 386 Plus effect of:stock options and restricted stock units1 2 1 2 Diluted weighted average shares383 388 383 388 Basic earnings per share$4.05$3.53$7.53$6.86 Diluted earnings per share$4.04$3.51$7.50$6.83 Antidilutive stock options excluded from d

105、iluted weighted average shares2 2 2 2 Note 7.Debt and Other Financing ArrangementsEffective interest rate atJune 29,June 29,December 31,(Dollars in millions)2024202420230.75%8-Year Senior Notes,Due 9/12/2024(euro-denominated)0.92%1,071 1,104 1.215%3-Year Senior Notes,Due 10/18/20241.42%2,500 2,500 0

106、.125%5.5-Year Senior Notes,Due 3/1/2025(euro-denominated)0.40%857 883 2.00%10-Year Senior Notes,Due 4/15/2025(euro-denominated)2.09%686 706 0.853%3-Year Senior Notes,Due 10/20/2025(Japanese yen-denominated)1.05%139 158 0.000%4-Year Senior Notes,Due 11/18/2025(euro-denominated)0.15%589 607 3.20%3-Yea

107、r Senior Notes,Due 1/21/2026(euro-denominated)3.38%536 552 1.40%8.5-Year Senior Notes,Due 1/23/2026(euro-denominated)1.52%750 773 4.953%3-Year Senior Notes,Due 8/10/20265.19%600 600 5.000%3-Year Senior Notes,Due 12/5/20265.26%1,000 1,000 1.45%10-Year Senior Notes,Due 3/16/2027(euro-denominated)1.65%

108、536 552 1.75%7-Year Senior Notes,Due 4/15/2027(euro-denominated)1.96%643 662 1.054%5-Year Senior Notes,Due 10/20/2027(Japanese yen-denominated)1.18%180 205 4.80%5-Year Senior Notes,Due 11/21/20275.00%600 600 0.50%8.5-Year Senior Notes,Due 3/1/2028(euro-denominated)0.76%857 883 1.6525%4-Year Senior N

109、otes,Due 3/7/2028(Swiss franc-denominated)1.80%367 0.77%5-Year Senior Notes,Due 9/6/2028(Japanese yen-denominated)0.90%180 206 1.375%12-Year Senior Notes,Due 9/12/2028(euro-denominated)1.46%643 662 1.75%7-Year Senior Notes,Due 10/15/20281.89%700 700 5.000%5-Year Senior Notes,Due 1/31/20295.24%1,000

110、1,000 1.95%12-Year Senior Notes,Due 7/24/2029(euro-denominated)2.07%750 773 2.60%10-Year Senior Notes,Due 10/1/20292.74%900 900 1.279%7-Year Senior Notes,Due 10/19/2029(Japanese yen-denominated)1.44%29 33 4.977%7-Year Senior Notes,Due 8/10/20305.12%750 750 0.80%9-Year Senior Notes,Due 10/18/2030(eur

111、o-denominated)0.88%1,875 1,932 0.875%12-Year Senior Notes,Due 10/1/2031(euro-denominated)1.13%964 993 2.00%10-Year Senior Notes,Due 10/15/20312.23%1,200 1,200 1.8401%8-Year Senior Notes,Due 3/8/2032(Swiss franc-denominated)1.92%462 15THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINAN

112、CIAL STATEMENTS(Unaudited)Effective interest rate atJune 29,June 29,December 31,(Dollars in millions)2024202420232.375%12-Year Senior Notes,Due 4/15/2032(euro-denominated)2.54%643 662 1.49%10-Year Senior Notes,Due 10/20/2032(Japanese yen-denominated)1.60%39 45 4.95%10-Year Senior Notes,Due 11/21/203

113、25.09%600 600 5.086%10-Year Senior Notes,Due 8/10/20335.20%1,000 1,000 1.125%12-Year Senior Notes,Due 10/18/2033(euro-denominated)1.20%1,607 1,656 5.200%10-Year Senior Notes,Due 1/31/20345.34%500 500 3.65%12-Year Senior Notes,Due 11/21/2034(euro-denominated)3.76%803 828 1.50%12-Year Senior Notes,Due

114、 9/6/2035(Japanese yen-denominated)1.58%134 152 2.0375%12-Year Senior Notes,Due 3/7/2036(Swiss franc-denominated)2.10%362 2.875%20-Year Senior Notes,Due 7/24/2037(euro-denominated)2.94%750 773 1.50%20-Year Senior Notes,Due 10/1/2039(euro-denominated)1.73%964 993 2.80%20-Year Senior Notes,Due 10/15/2

115、0412.90%1,200 1,200 1.625%20-Year Senior Notes,Due 10/18/2041(euro-denominated)1.77%1,339 1,380 2.069%20-Year Senior Notes,Due 10/20/2042(Japanese yen-denominated)2.13%91 104 5.404%20-Year Senior Notes,Due 8/10/20435.50%600 600 2.02%20-Year Senior Notes,Due 9/6/2043(Japanese yen-denominated)2.06%180

116、 206 5.30%30-Year Senior Notes,Due 2/1/20445.37%400 400 4.10%30-Year Senior Notes,Due 8/15/20474.23%750 750 1.875%30-Year Senior Notes,Due 10/1/2049(euro-denominated)1.98%1,071 1,104 2.00%30-Year Senior Notes,Due 10/18/2051(euro-denominated)2.06%803 828 2.382%30-Year Senior Notes,Due 10/18/2052(Japa

117、nese yen-denominated)2.43%207 236 Other74 77 Total borrowings at par value35,481 35,028 Unamortized discount(104)(113)Unamortized debt issuance costs(179)(188)Total borrowings at carrying value35,197 34,727 Finance lease liabilities207 190 Less:Short-term obligations and current maturities5,121 3,60

118、9 Long-term obligations$30,284$31,308 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 debtissuance costs.See Note 10 for fair value information pertaining to the companys long-term borro

119、wings.Credit FacilitiesThe 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.TheFacility expires on January 7,2027.The revolving credit agreement calls for interest at either a Term Secured Overnig

120、ht Financing Rate(SOFR),a Euro InterbankOffered Rate(EURIBOR)-based rate(for funds drawn in euro),or a rate based on the prime lending rate of the agent bank,at the companys option.The agreementcontains affirmative,negative and financial covenants,and events of default customary for facilities of th

121、is type.The covenants in the Facility include aConsolidated Net Interest Coverage Ratio(Consolidated EBITDA to Consolidated Net Interest Expense),as such terms are defined in the Facility.Specifically,thecompany has agreed that,so long as any lender has any commitment under the Facility,any letter o

122、f credit is outstanding under the Facility,or any loan or otherobligation 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 29,2024,no borrowings were outstanding under the Facility,alt

123、hough available capacity was reduced by immaterial outstanding letters of credit.16THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Commercial Paper ProgramsThe company has commercial paper programs pursuant to which it may issue and sell unsecured,short-te

124、rm 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 commercialpaper market and are not redeemable prior to maturity nor subject to voluntary prepayment.

125、Under the euro program,maturities may not exceed 183 days and maybe denominated in euro,U.S.dollars,Japanese yen,British pounds sterling,Swiss franc,Canadian dollars or other currencies.Under both programs,the CP Notesare issued at a discount from par(or premium to par,in the case of negative intere

126、st rates),or,alternatively,are sold at par and bear varying interest rates on a fixedor floating basis.Senior NotesInterest is payable annually on the euro and Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.Each of the U.S.dollar andeuro-denominated fixed

127、 rate senior notes and Japanese yen-denominated private placement notes may be redeemed at a redemption price of 100%of the principalamount plus a specified make-whole premium and accrued interest,together with swap breakage costs payable to holders of Japanese yen-denominated privateplacement notes

128、 who have entered into cross-currency swap agreements.The company is subject to certain affirmative and negative covenants under the indenturesand note purchase agreement governing the senior notes,the most restrictive of which limits the ability of the company to pledge certain property and assets

129、assecurity under borrowing arrangements.The company was in compliance with all covenants related to its senior notes at June 29,2024.Thermo Fisher Scientific(Finance I)B.V.(Thermo Fisher International),a wholly-owned finance subsidiary of the company,issued each of the following notesoutstanding as

130、of June 29,2024,included in the table above(collectively,the“Euronotes”)in registered public offerings:the 0.00%Senior Notes due 2025,the0.80%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 hasfully and unconditiona

131、lly guaranteed all of Thermo Fisher Internationals obligations under the Euronotes and all of Thermo Fisher Internationals other debtsecurities,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)(v

132、i)of the Exchange Act,with no assets or operations other than those related to the issuance,administration and repayment of the Euronotes and other debtsecurities issued by Thermo Fisher International from time to time.The financial condition,results of operations and cash flows of Thermo Fisher Int

133、ernational areconsolidated in the financial statements of the company.Note 8.Commitments and ContingenciesEnvironmental MattersThe company is currently involved in various stages of investigation and remediation related to environmental matters.The company cannot predict all potentialcosts related t

134、o 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 companysre

135、sponsibility.Expenses for environmental remediation matters related to the costs of installing,operating and maintaining groundwater-treatment systems andother remedial activities related to historical environmental contamination at the companys domestic and international facilities were not materia

136、l in any periodpresented.At June 29,2024,there have been no material changes to the accruals for pending environmental-related matters disclosed in the companys 2023financial statements and notes included in the companys Annual Report on Form 10-K.While management believes the accruals for environme

137、ntal remediation areadequate based on current estimates of remediation costs,the company may be subject to additional remedial or compliance costs due to future events such aschanges in existing laws and regulations,changes in agency direction or enforcement policies,developments in remediation tech

138、nologies or changes in the conductof the companys operations,which could have a material adverse effect on the companys financial position,results of operations and cash flows.Litigation and Related ContingenciesThe company is involved in various disputes,governmental and/or regulatory inspections,i

139、nquiries,investigations and proceedings,and litigation matters that arisefrom time to time in the ordinary course of business.The disputes and litigation matters include product liability,intellectual property,employment and commercialissues.Due to the inherent uncertainties associated with pending

140、litigation or claims,the company cannot predict the outcome,nor,with respect to certain pendinglitigation 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 anunfavorable outcome.The company has no material

141、 accruals for pending litigation or claims for which accrual amounts are not disclosed in the companys 2023financial statements and notes included in the companys Annual Report on Form 10-K,nor are material losses deemed probable for such matters.It is reasonablypossible,however,that17THERMO FISHER

142、SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)an unfavorable outcome that exceeds the companys current accrual estimate,if any,for one or more such matters could have a material adverse effect on thecompanys results of operations,financial position and cash flows.Prod

143、uct Liability,Workers Compensation and Other Personal Injury MattersThe company is involved in various proceedings and litigation that arise from time to time in connection with product liability,workers compensation and otherpersonal injury matters.At June 29,2024,there have been no material change

144、s to the accruals for pending product liability,workers compensation,and otherpersonal injury matters disclosed in the companys 2023 financial statements and notes included in the companys Annual Report on Form 10-K.Although thecompany believes that the amounts accrued and estimated insurance recove

145、ries are probable and appropriate based on available information,including actuarialstudies of loss estimates,the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimateamounts could vary,which could have a material adverse effe

146、ct on the companys results of operations,financial position,and cash flows.Insurance contracts donot 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 solvencyand willingness of the insurer to pay,a

147、s well as the legal sufficiency of the insurance claims.Management monitors the payment history as well as the financialcondition and ratings of its insurers on an ongoing basis.Note 9.Comprehensive Income/(Loss)and Shareholders EquityComprehensive Income/(Loss)Changes in each component of accumulat

148、ed other comprehensive income/(loss),net of tax,are as follows:(In millions)CurrencytranslationadjustmentUnrealizedgains/(losses)onavailable-for-saledebt securitiesUnrealizedgains/(losses)onhedginginstrumentsPension andotherpostretirementbenefitliabilityadjustmentTotalThree months ended June 29,2024

149、Balance at March 30,2024$(2,482)$(1)$(27)$(254)$(2,764)Other comprehensive income/(loss)before reclassifications346 347 Amounts reclassified from accumulated othercomprehensive income/(loss)3 1 1 5 Net other comprehensive income/(loss)349 1 1 351 Balance at June 29,2024$(2,133)$(1)$(26)$(253)$(2,413

150、)Six months ended June 29,2024Balance at December 31,2023$(2,941)$(28)$(255)$(3,224)Other comprehensive income/(loss)before reclassifications802(1)1 802 Amounts reclassified from accumulated othercomprehensive income/(loss)6 1 1 9 Net other comprehensive income/(loss)808(1)1 2 811 Balance at June 29

151、,2024$(2,133)$(1)$(26)$(253)$(2,413)18THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 10.Fair Value Measurements and Fair Value of Financial InstrumentsFair Value MeasurementsThe following tables present information about the companys financial assets

152、 and liabilities measured at fair value on a recurring basis:June 29,Quotedprices inactivemarketsSignificantotherobservableinputsSignificantunobservableinputs(In millions)2024(Level 1)(Level 2)(Level 3)AssetsCash equivalents$3,937$3,937$Bank time deposits1,750 1,750 Investments19 19 Insurance contra

153、cts229 229 Derivative contracts479 479 Total assets$6,414$5,706$708$LiabilitiesDerivative contracts$23$23$Contingent consideration12 12 Total liabilities$35$23$12 December 31,Quotedprices inactivemarketsSignificantotherobservableinputsSignificantunobservableinputs(In millions)2023(Level 1)(Level 2)(

154、Level 3)AssetsCash equivalents$5,021$5,021$Bank time deposits3 3 Investments20 20 Insurance contracts210 210 Derivative contracts8 8 Total assets$5,262$5,044$218$LiabilitiesDerivative contracts$290$290$Contingent consideration87 87 Total liabilities$377$290$87 The company determines the fair value o

155、f its insurance contracts by obtaining the cash surrender value of the contracts from the issuer.The fair value of derivativecontracts is the estimated amount that the company would receive/pay upon liquidation of the contracts,taking into account the change in interest rates andcurrency exchange ra

156、tes.The company initially measures the fair value of acquisition-related contingent consideration based on amounts expected to be transferred(probability-weighted)discounted to present value.Changes to the fair values of contingent consideration are recorded in selling,general and administrativeexpe

157、nse.In the six-month periods ended June 29,2024 and July 1,2023 the company recorded$10 million and$(44)million,respectively,of net gains/(losses)oninvestments,which are included in other income/(expense)in the accompanying statements of income.The following table provides a rollforward of the fair

158、value,as determined by level 3 inputs(such as likelihood of achieving production or revenue milestones,aswell as changes in the fair values of the investments underlying a recapitalization investment portfolio),of the contingent consideration.19THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLI

159、DATED FINANCIAL STATEMENTS(Unaudited)Three months endedSix months endedJune 29,July 1,June 29,July 1,(In millions)2024202320242023Contingent considerationBeginning balance$83$136$87$174 Acquisitions(including assumed balances)1 1 Payments(43)(2)(58)Changes in fair value included in earnings(72)(4)(7

160、4)(27)Ending balance$12$90$12$90 Derivative ContractsThe following table provides the aggregate notional value of outstanding derivative contracts.(In millions)June 29,2024December 31,2023Cross-currency interest rate swaps designated as net investment hedge-euro$1,000$1,000 Cross-currency interest r

161、ate swaps designated as net investment hedge-Japanese yen4,650 4,650 Cross-currency interest rate swaps designated as net investment hedge-Swiss franc2,500 2,500 Currency exchange contracts1,216 1,567 While certain derivatives are subject to netting arrangements with counterparties,the company does

162、not offset derivative assets and liabilities within the balancesheet.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 29,December 31,June 29,December 31,(In millions)20242023

163、20242023Derivatives designated as hedging instrumentsCross-currency interest rate swaps(a)$478$5$22$287 Derivatives not designated as hedging instrumentsCurrency exchange contracts(b)1 3 1 3 Total derivatives$479$8$23$290(a)The fair value of the cross-currency interest rate swaps is included in the

164、accompanying balance sheet under the caption other assets or other long-term liabilities.(b)The fair value of the currency exchange contracts is included in the accompanying balance sheet under the captions other current assets or other accrued expenses.Gain(loss)recognizedThree months endedSix mont

165、hs endedJune 29,July 1,June 29,July 1,(In millions)2024202320242023Derivatives designated as cash flow hedgesInterest rate swapsAmount reclassified from accumulated other comprehensive items tointerest expense$(1)$(2)$Amount reclassified from accumulated other comprehensive items to otherincome/(exp

166、ense)(1)(5)Financial instruments designated as net investment hedgesForeign currency-denominated debt and other payablesIncluded in currency translation adjustment within other comprehensiveitems85(62)361(206)Cross-currency interest rate swapsIncluded in currency translation adjustment within other

167、comprehensiveitems293 59 736 50 Included in interest expense68 16 134 33 20THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Gain(loss)recognizedThree months endedSix months endedJune 29,July 1,June 29,July 1,(In millions)2024202320242023Derivatives not desi

168、gnated as hedging instrumentsCurrency exchange contractsIncluded in cost of product revenues4 7(3)Included in other income/(expense)(4)(25)(10)(2)Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding,offsettin

169、glosses and gains on the underlying hedged transactions.The company uses foreign currency-denominated debt,certain foreign currency-denominated payables,and cross-currency interest rate swaps to partially hedge itsnet investments in foreign operations against adverse movements in exchange rates.A po

170、rtion of the companys euro-denominated senior notes,certain foreigncurrency-denominated payables,and its cross-currency interest rate swaps have been designated as,and are effective as,economic hedges of part of the netinvestment in a foreign operation.Accordingly,foreign currency transaction gains

171、or losses due to spot rate fluctuations on the euro-denominated debt instrumentsand certain foreign currency-denominated payables,and contract fair value changes on the cross-currency interest rate swaps,excluding interest accruals,areincluded in currency translation adjustment within other comprehe

172、nsive items and shareholders equity.See Note 1 to the consolidated financial statements for 2023 included in the companys Annual Report on Form 10-K for additional information on the companysrisk management objectives and strategies.Fair Value of Other Financial InstrumentsThe carrying value and fai

173、r value of the companys debt instruments are as follows:June 29,2024December 31,2023CarryingFairCarryingFair(In millions)valuevaluevaluevalueSenior notes$35,123$31,983$34,650$32,191 Other74 74 77 77$35,197$32,057$34,727$32,268 The fair value of debt instruments,excluding private placement notes,was

174、determined based on quoted market prices and on borrowing rates available to thecompany at the respective period ends,which represent level 2 measurements.The fair value of private placement notes was determined based on internallydeveloped pricing models and unobservable inputs,which represent leve

175、l 3 measurements.Note 11.Supplemental Cash Flow Information Six months ended(In millions)June 29,2024July 1,2023Non-cash investing and financing activitiesAcquired but unpaid property,plant and equipment$166$231 Declared but unpaid dividends151 137 Issuance of stock upon vesting of restricted stock

176、units71 97 Excise tax from stock repurchases28 29 Cash,cash equivalents and restricted cash is included in the accompanying balance sheet as follows:(In millions)June 29,2024December 31,2023Cash and cash equivalents$7,073$8,077 Restricted cash included in other current assets11 6 Restricted cash inc

177、luded in other assets14 14 Cash,cash equivalents and restricted cash$7,097$8,097 Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees and incoming cash in China awaiting governmentadministrative clearance.21THERMO FISHER SCIENTIFIC INC.NOTES TO CONDENS

178、ED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 12.Restructuring and Other CostsIn the first six months of 2024,restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effortto streamline operations,impairment of long-lived a

179、ssets,and,to a lesser extent,net charges for pre-acquisition litigation and other matters.In 2024,severanceactions associated with facility consolidations and cost reduction measures affected approximately 1%of the companys workforce.As of August 2,2024,the company has identified restructuring actio

180、ns that will result in additional charges of approximately$80 million,primarily in 2024,andexpects to identify additional actions in future periods which will be recorded when specified criteria are met,such as communication of benefit arrangements orwhen the costs have been incurred.Restructuring a

181、nd other costs by segment are as follows:Three months endedSix months ended(In millions)June 29,2024June 29,2024Life Sciences Solutions$14$16 Analytical Instruments3 10 Specialty Diagnostics 5 Laboratory Products and Biopharma Services57 71 Corporate3 4$77$106 The following table summarizes the chan

182、ges in the companys accrued restructuring balance,which is included in other accrued expenses in the accompanyingbalance sheet.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

183、at December 31,2023$60 Net restructuring charges incurred in 2024(b)51 Payments(60)Currency translation(2)Balance at June 29,2024$49(a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.(b)Excludes$55 million of net c

184、harges,principally$47 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and LifeSciences Solutions segments.The company expects to pay accrued restructuring costs primarily through 2024.22THERMO FISHER SCIENTIFIC INC.Item 2.Managements Discussio

185、n and Analysis of Financial Condition and Results of OperationsForward-looking statements,within the meaning of Section 21E of the Securities Exchange Act of 1934(the Exchange Act),are made throughout thisManagements Discussion and Analysis of Financial Condition and Results of Operations.Any statem

186、ents contained herein that are not statements of historical factmay be deemed to be forward-looking statements,including without limitation statements regarding:projections of revenues,expenses,earnings,margins,tax rates,tax provisions,cash flows,pension and benefit obligations and funding requireme

187、nts,and our liquidity position;cost reductions,restructuring activities,newproduct and service developments,competitive strengths or market position,acquisitions or divestitures;growth,declines and other trends in markets we sell into;new or modified laws,regulations and accounting pronouncements;ou

188、tstanding claims,legal proceedings,tax audits and assessments and other contingentliabilities;foreign currency exchange rates and fluctuations in those rates;general economic and capital markets conditions;the timing of any of the foregoing;assumptions underlying any of the foregoing;the COVID-19 pa

189、ndemic;and any other statements that address events or developments that Thermo Fisher intendsor believes will or may occur in the future.Without limiting the foregoing,the words“believes,”“anticipates,”“plans,”“expects,”“seeks,”“estimates,”and similarexpressions are intended to identify forward-loo

190、king statements,although not all forward-looking statements are accompanied by such words.While the companymay elect to update forward-looking statements in the future,it specifically disclaims any obligation to do so,even if the companys estimates change,and readersshould not rely on those forward-

191、looking statements as representing the companys views as of any date subsequent to the date of the filing of this report.A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements,including thosedetailed under the

192、 caption“Risk Factors”in the companys Annual Report on Form 10-K for the year ended December 31,2023(which is on file with the SEC).Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to:th

193、e COVID-19 pandemic;the need to develop new products and adapt to significant technological change;implementation of strategies for improving growth;general economic conditions and related uncertainties;dependence on customers capital spending policies and government funding policies;the effect of e

194、conomicand political conditions and exchange rate fluctuations on international operations;use and protection of intellectual property;the effect of changes in governmentalregulations;any natural disaster,public health crisis or other catastrophic event;and the effect of laws and regulations governi

195、ng government contracts,as well asthe possibility that expected benefits related to recent or pending acquisitions may not materialize as expected.The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles(non-GAAP measures).These non-G

196、AAP measures are further described and reconciled to their most directly comparable amount or measure under the section“Non-GAAP Measures”later in this“Managements Discussion and Analysis of Financial Condition and Results of Operations.”Certain amounts and percentages reported within this Quarterly

197、 Report on Form 10-Q are presented and calculated based on underlying unrounded amounts.As aresult,the sum of components may not equal corresponding totals due to rounding.OverviewThermo Fisher Scientific Inc.enables customers to make the world healthier,cleaner and safer by helping them accelerate

198、life sciences research,solve complexanalytical challenges,increase laboratory productivity,and improve patient health through diagnostics and the development and manufacture of life-changingtherapies.Markets served include pharmaceutical and biotech,academic and government,industrial and applied,as

199、well as healthcare and diagnostics.Thecompanys operations fall into four segments(Note 4):Life Sciences Solutions,Analytical Instruments,Specialty Diagnostics and Laboratory Products andBiopharma Services.Consolidated ResultsThree months endedSix months endedJune 29,July 1,June 29,July 1,(Dollars in

200、 millions except per share amounts)20242023Change20242023ChangeRevenues$10,541$10,687(1)%$20,886$21,397(2)%GAAP operating income1,820 1,578 15%3,483 3,141 11%GAAP operating income margin17.3%14.8%2.5 pt16.7%14.7%2.0 ptAdjusted operating income(non-GAAP measure)2,347 2,370(1)%4,625 4,700(2)%Adjusted

201、operating income margin(non-GAAP measure)22.3%22.2%0.1 pt22.1%22.0%0.1 ptGAAP diluted earnings per share attributable to Thermo FisherScientific Inc.4.04 3.51 15%7.50 6.83 10%Adjusted earnings per share(non-GAAP measure)5.37 5.15 4%10.47 10.18 3%23THERMO FISHER SCIENTIFIC INC.Organic Revenue GrowthT

202、hree months endedSix months endedJune 29,2024June 29,2024Revenue growth(1)%(2)%Impact of acquisitions0%0%Impact of currency translation(1)%0%Organic revenue growth(non-GAAP measure)(1)%(2)%Since 2020,the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products bu

203、siness have supported COVID-19 diagnostictesting.Additionally,our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce vaccinesand therapies globally.Since the companys acquisition of PPD in December 2021,the clinical research bu

204、siness has continued to play a leading role in supportingthe clinical trials for COVID-19 vaccines and therapies.These positive impacts are expected to continue at much lower levels in 2024 as customer testing as well astherapy and vaccine demand declines.Sales of products related to COVID-19 testin

205、g were$0.02 billion and$0.08 billion in the second quarter of 2024 and 2023,respectively,and$0.05 billion and$0.22 billion in the first six months of 2024 and 2023,respectively.During the second quarter of 2024,revenues from pharma and biotech customers declined due to reduced demand for our product

206、s and services that supportCOVID-19 vaccines and therapies as well as a more muted macroeconomic environment,partially offset through strong commercial execution.Revenues in theacademic and government as well as the industrial and applied markets grew due to demand for analytical instruments.The dia

207、gnostics and healthcare marketdeclined due to decreased demand for COVID-19 testing products.During the second quarter of 2024,sales growth was strong in Asia-Pacific,including China.Sales in Europe grew slightly and in North America declined due to decreased demand for COVID-19 related products,as

208、well as a challenging macroeconomicenvironment.Contributions to organic revenue during the second quarter of 2024 from the Analytical Instruments and Specialty Diagnostics segments were morethan offset by declines in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments

209、.During the first six months of 2024,all of our end markets were negatively impacted by a more muted macroeconomic environment and moderate economicactivity in China.Revenues from pharma and biotech and diagnostics and healthcare customers declined due to demand for COVID-19 related products andserv

210、ices.Revenues in the academic and government as well as the industrial and applied markets were flat.During the first six months of 2024,sales grew slightlyin Asia-Pacific,including China.Sales growth in Europe was flat and sales in North America declined due to decreased demand for COVID-19 related

211、 products.Contributions to organic revenue during the first six months of 2024 from the Specialty Diagnostics and Analytical Instruments segments were more than offset bydeclines in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.The company continues to execute i

212、ts proven growth strategy which consists of three pillars:High-impact innovation,Our trusted partner status with customers,andOur unparalleled commercial engine.GAAP operating income margin and adjusted operating income margin increased in the second quarter of 2024 due primarily to strong productiv

213、ity improvements,partially offset by unfavorable business mix.GAAP operating income margin in the second quarter of 2024 was also impacted by net credits for changes inestimates of contingent acquisition consideration,lower levels of restructuring and other charges incurred for headcount reductions

214、and facility consolidations in aneffort to streamline operations(Note 12),and,to a lesser extent,lower amortization expense.GAAP operating income margin and adjusted operating income margin increased in the first six months of 2024 due primarily to strong productivity improvements,partially offset b

215、y unfavorable business mix.GAAP operating income margin during the first six months of 2024 was also impacted by lower levels of restructuringand other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations(Note 12).The companys references to stra

216、tegic investments generally refer to targeted spending for enhancing commercial capabilities,including expansion of geographicsales reach and e-commerce platforms,marketing initiatives,expanded service and operational infrastructure,research and development projects and otherexpenditures to enhance

217、the customer experience,as well as incentive compensation and recognition for employees.The companys references throughout thisdiscussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement(PPI)business system to addressinflation,includin

218、g reduced costs resulting from implementing continuous improvement methodologies,24THERMO FISHER SCIENTIFIC INC.global sourcing initiatives,a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities,and low cost regionmanufacturing.Notable R

219、ecent AcquisitionsOn January 3,2023,the company acquired,within the Specialty Diagnostics segment,The Binding Site Group,a U.K.-based provider of specialty diagnostic assaysand instruments to improve the diagnosis and management of blood cancers and immune system disorders.The acquisition expands th

220、e segments portfolio with theaddition of pioneering innovation in diagnostics and monitoring for multiple myeloma.On August 14,2023,the company acquired,within the Laboratory Products and Biopharma Services segment,CorEvitas,LLC,a U.S.-based provider ofregulatory-grade,real-world evidence for approv

221、ed medical treatments and therapies.The acquisition expands the segments portfolio with the addition of highlycomplementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.On July 10,2024,the company acquired,within the Life Sciences Solution

222、s segment,Olink Holding AB(publ),a Swedish-based provider of next-generationproteomics solutions.The acquisition enhances the segments capabilities in the high-growth proteomics market with the addition of highly differentiated solutions.It also complements the existing life sciences and mass spectr

223、ometry offerings,accelerating protein biomarker discovery and providing strong synergyopportunities.Segment ResultsThe companys management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 4 to theConsolidated Financial Statements of the

224、 companys Annual Report on Form 10-K for 2023.Accordingly,the following segment data are reported on this basis.Three months endedSix months endedJune 29,July 1,June 29,July 1,(Dollars in millions)2024202320242023RevenuesLife Sciences Solutions$2,355$2,463$4,640$5,075 Analytical Instruments1,782 1,7

225、49 3,469 3,472 Specialty Diagnostics1,117 1,109 2,227 2,217 Laboratory Products and Biopharma Services5,758 5,831 11,480 11,594 Eliminations(470)(465)(930)(961)Consolidated revenues$10,541$10,687$20,886$21,397 Life Sciences SolutionsThree months endedOrganic(non-GAAP measure)(Dollars in millions)Jun

226、e 29,2024July 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$2,355$2,463(4)%(1)%0%(3)%Segment income865 817 6%Segment income margin36.7%33.2%3.5 ptThe decrease in organic revenues in the second quarter of 2024 was primarily due to moderation in COVID-19 related revenue,partial

227、ly offset by growth in thebiosciences business.The increase in segment income margin resulted primarily from exceptionally strong productivity improvements,partially offset byunfavorable volume pull-through.Six months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalCha

228、ngeCurrencyTranslationAcquisitions/DivestituresRevenues$4,640$5,075(9)%(1)%0%(8)%Segment income1,705 1,653 3%Segment income margin36.7%32.6%4.1 ptThe decrease in organic revenues in the first six months of 2024 was primarily due to moderation in COVID-19 related revenue.The increase in segment incom

229、emargin resulted primarily from exceptionally strong productivity improvements,partially offset by unfavorable volume pull-through.25THERMO FISHER SCIENTIFIC INC.Analytical InstrumentsThree months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalChangeCurrencyTranslatio

230、nAcquisitions/DivestituresRevenues$1,782$1,749 2%(1)%0%3%Segment income439 432 1%Segment income margin24.6%24.7%(0.1)ptThe increase in organic revenues in the second quarter of 2024 was primarily due to very strong growth in the electron microscopy business,partially offset bydeclines in the other i

231、nstrumentation businesses.The decrease in segment income margin resulted primarily from unfavorable business mix and strategicinvestments,partially offset by strong productivity improvements.Six months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalChangeCurrencyTrans

232、lationAcquisitions/DivestituresRevenues$3,469$3,472 0%(1)%0%1%Segment income838 853(2)%Segment income margin24.2%24.6%(0.4)ptThe increase in organic revenues in the first six months of 2024 was primarily due to very strong growth in the electron microscopy business,partially offset bydeclines in the

233、 other instrumentation businesses.The decrease in segment income margin resulted primarily from unfavorable business mix and strategicinvestments,partially offset by strong productivity improvements.Specialty DiagnosticsThree months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July

234、 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$1,117$1,109 1%(1)%0%1%Segment income299 297 1%Segment income margin26.7%26.7%0.0 ptThe increase in organic revenues in the second quarter of 2024 was primarily driven by underlying growth in the transplant diagnostics and immunod

235、iagnosticsbusinesses,as well as in the healthcare market channel,largely offset by decreased demand for products addressing diagnosis of COVID-19.Segment incomemargin was flat in the second quarter of 2024 when compared to 2023 due to good productively improvements,offset by strategic investments.Si

236、x months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$2,227$2,217 0%0%0%1%Segment income593 577 3%Segment income margin26.6%26.0%0.6 ptThe increase in organic revenues in the first six months of 2024 was dri

237、ven by underlying growth in the transplant diagnostics and immunodiagnostics businesses,as well as in the healthcare market channel,largely offset by decreased demand for products addressing diagnosis of COVID-19.The increase in segment incomemargin was due to favorable business mix and productivity

238、 improvements,partially offset by strategic investments.26THERMO FISHER SCIENTIFIC INC.Laboratory Products and Biopharma ServicesThree months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$5,758$5,831(1)%0%0%(

239、1)%Segment income745 824(10)%Segment income margin12.9%14.1%(1.2)ptThe decrease in organic revenues in the second quarter of 2024 was primarily due to decreased demand in COVID-19 vaccines and therapies,partially offset bygrowth in the clinical research business.The decrease in segment income margin

240、 was primarily due to unfavorable business mix and strategic investments,partiallyoffset by strong productivity improvements.Six months endedOrganic(non-GAAP measure)(Dollars in millions)June 29,2024July 1,2023TotalChangeCurrencyTranslationAcquisitions/DivestituresRevenues$11,480$11,594(1)%0%0%(1)%S

241、egment income1,489 1,617(8)%Segment income margin13.0%14.0%(1.0)ptThe decrease in organic revenues in the first six months of 2024 was primarily due to decreased demand in COVID-19 vaccines and therapies,partially offset bygrowth in the clinical research business.The decrease in segment income margi

242、n was primarily due to unfavorable business mix,partially offset by productivityimprovements.Non-operating ItemsThree months endedSix months endedJune 29,July 1,June 29,July 1,(Dollars and shares in millions)2024202320242023Net interest expense$59$148$143$302 GAAP other income/(expense)5 14(46)Adjus

243、ted other income/(expense)(non-GAAP measure)4(1)3(1)GAAP tax rate7.2%3.6%12.2%3.5%Adjusted tax rate(non-GAAP measure)10.0%10.0%10.2%10.0%Weighted average diluted shares383 388 383 388 Net interest expense(interest expense less interest income)in the second quarter and first six months of 2024 decrea

244、sed due primarily to higher cash,and cashequivalents and short-term investments balances,as well as higher interest rates on these balances when compared to the second quarter and first six months of2023.The companys net interest expense was reduced by approximately$67 million and$132 million in the

245、 second quarter and first six months of 2024,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 2023,thecompanys net interest expense was reduced by approximately$16 million and$33 million,respectively,a

246、s a result of these arrangements(Note 10).GAAP other income/(expense)and adjusted other income/(expense)includes currency transaction gains/losses on non-operating monetary assets and liabilities,andnet periodic pension benefit cost/income,excluding the service cost component.GAAP other income/(expe

247、nse)in the first six months of 2024 and 2023 alsoincludes$10 million and$(43)million,respectively,of net gains/(losses)on investments.The companys GAAP tax rate increased in the first six months of 2024 compared to 2023 primarily due to$176 million of expense,net,for a provision associatedwith a tax

248、 audit recorded in the first quarter of 2024.The companys GAAP and adjusted tax rates in the first six months of 2024 were also 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.The companys GAAP and

249、 adjustedtax rates in the first six months of 2023 were impacted by a tax benefit of$91 million,net of related tax expenses,from a foreign exchange loss on an intercompanydebt refinancing transaction in the second quarter of 2023.The companys GAAP and adjusted tax rates in the six-month periods ende

250、d June 29,2024 and July 1,2023 were also impacted by$102 million and$144 million,respectively,of tax benefits resulting from capital losses generated as part of intra-entity transactions(Note 5).27THERMO FISHER SCIENTIFIC INC.The effective tax rates in both 2024 and 2023 were also affected by relati

251、vely significant earnings in lower tax jurisdictions.Due primarily to the non-deductibilityof intangible asset amortization for tax purposes,the companys cash payments for income taxes are higher than its income tax expense for financial reportingpurposes and are expected to total approximately$1.65

252、 billion in 2024.The company expects its GAAP effective tax rate in 2024 will be between 9%and 11%.The effective tax rate can vary significantly from period to period as aresult of discrete income tax factors and events.The company expects its adjusted tax rate will be approximately 10.5%in 2024.The

253、 company has operations and a taxable presence in approximately 70 countries outside the U.S.Some of these countries have lower tax rates than the U.S.Thecompanys ability to obtain a benefit from lower tax rates outside the U.S.is dependent on its relative levels of income in countries outside the U

254、.S.and on thestatutory tax rates in those countries.Based on the dispersion of the companys non-U.S.income tax provision among many countries,the company believes that achange in the statutory tax rate in any individual country is not likely to materially affect the companys income tax provision or

255、net income,aside from anyresulting one-time adjustment to the companys deferred tax balances to reflect a new rate.Equity in earnings/losses of unconsolidated entities was impacted by an$88 million impairment of an equity method investment in the second quarter of 2024.Weighted average diluted share

256、s decreased in 2024 compared to 2023 due to share repurchases,net of option dilution.Liquidity and Capital ResourcesThe companys proven growth strategy has enabled it to generate free cash flow as well as access the capital markets.The company deploys its capital primarily viamergers and acquisition

257、s and secondarily via share buybacks and dividends.(In millions)June 29,2024December 31,2023Cash and cash equivalents$7,073$8,077 Short-term investments1,750 3 Total debt35,404 34,917 Approximately half of the companys cash balances and cash flows from operations are from outside the U.S.The company

258、 uses its non-U.S.cash for needs outsideof the U.S.including acquisitions,capacity expansion,and repayment of third-party foreign debt by foreign subsidiaries.In addition,the company also transferscash to the U.S.using non-taxable intercompany transactions,including loans and returns of capital,as w

259、ell as dividends where the related U.S.dividend receiveddeduction or foreign tax credit equals any tax cost arising from the dividends.As a result of using such means of transferring cash to the U.S.,the company does notexpect any material adverse liquidity effects from its significant non-U.S.cash

260、balances for the foreseeable future.The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under itsrevolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for

261、 the foreseeable future,including at least the next 24months.As of June 29,2024,the companys short-term obligations and current maturities of long-term obligations totaled$5.12 billion.The company has a revolving creditfacility with a bank group that provides up to$5.00 billion of unsecured multi-cu

262、rrency revolving credit(Note 7).If the company borrows under this facility,itintends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are notavailable.As of June 29,2024,no borrowings were outstanding under

263、the companys revolving credit facility,although available capacity was reduced byimmaterial outstanding letters of credit.Six months ended(In millions)June 29,2024July 1,2023Net cash provided by operating activities$3,211$2,269 Net cash used in investing activities(2,283)(3,585)Net cash used in fina

264、ncing activities(1,936)(4,049)Free cash flow(non-GAAP measure)2,583 1,537 Operating ActivitiesDuring 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 usedcash of$0.57 billion primarily due to the t

265、iming of payments for compensation and income taxes.Cash payments for income taxes were$1.13 billion during thefirst six months of 2024.28THERMO FISHER SCIENTIFIC INC.During the first six months of 2023,cash provided by income was offset in part by investments in working capital.Changes in other ass

266、ets and other liabilities usedcash of$1.50 billion primarily due to the timing of payments for compensation and income taxes.A decrease in accounts payable used cash of$0.87 billion.Cashpayments for income taxes were$0.78 billion during the first six months of 2023.Investing ActivitiesDuring the fir

267、st six months of 2024,purchases of short-term investments used cash of$1.78 billion.The companys investing activities also included purchases of$0.65 billion of property,plant and equipment for capacity and capability investments.During the first six months of 2023,acquisitions used cash of$2.75 bil

268、lion.The companys investing activities also included purchases of$0.74 billion of property,plant and equipment for capacity and capability investments.The company expects that for all of 2024,expenditures for property,plant and equipment,net of disposals,will be between$1.3 billion and$1.5 billion.F

269、inancing ActivitiesDuring the first six months of 2024,issuance of debt provided$1.20 billion of cash.The companys financing activities also included the repurchase of$3.00billion of the companys common stock(5.5 million shares)and the payment of$0.28 billion in cash dividends.On November 14,2023,th

270、e Board of Directorsannounced that it replaced the existing authorization to repurchase the companys common stock,of which$1.00 billion was remaining,with a new authorization torepurchase up to$4.00 billion of the companys common stock.All of the shares of common stock repurchased by the company dur

271、ing the first quarter of 2024were under this program.At August 2,2024,authorization remained for$1.00 billion of future repurchases of the companys common stock.During the first six months of 2023,repayment of senior notes used cash of$1.00 billion.The companys financing activities also included the

272、 repurchase of$3.00billion of the companys common stock(5.2 million shares)and the payment of$0.25 billion in cash dividends.The companys commitments for purchases of property,plant and equipment,contractual obligations and other commercial commitments,did not change materiallysubsequent to December

273、 31,2023,except in connection with the completion of the Olink acquisition,which occurred on July 10,2024(Note 2).Non-GAAP MeasuresIn addition to the financial measures prepared in accordance with generally accepted accounting principles(GAAP),we use certain non-GAAP financial measuressuch as organi

274、c revenue growth,which is reported revenue growth,excluding the impacts of revenues from acquired/divested businesses and the effects of currencytranslation.We report organic revenue growth because Thermo Fisher management believes that in order to understand the companys short-term and long-termfin

275、ancial trends,investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues.Thermo Fisher managementuses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods

276、to priorperiods.We report adjusted operating income,adjusted operating margin,adjusted other income/(expense),adjusted tax rate,and adjusted EPS.We believe that the use ofthese non-GAAP financial measures,in addition to GAAP financial measures,helps investors to gain a better understanding of our co

277、re operating results and futureprospects,consistent with how management measures and forecasts the companys core operating performance,especially when comparing such results to previousperiods,forecasts,and to the performance of our competitors.Such measures are also used by management in their fina

278、ncial and operating decision-making and forcompensation 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-relatedcosts,including changes

279、 in estimates of contingent acquisition-related consideration,and other costs associated with obtaining short-term financingcommitments for pending/recent acquisitions.We exclude these costs because we do not believe they are indicative of our normal operating costs.Costs/income associated with rest

280、ructuring activities and large-scale abandonments of product lines,such as reducing overhead and consolidatingfacilities.We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are notindicative of our normal operating

281、 costs.Equity in earnings/losses of unconsolidated entities;impairments of long-lived assets;and certain other gains and losses that are either isolated or cannotbe expected to occur again with any predictability,including gains/losses on investments,the sale of businesses,product lines,and real est

282、ate,significantlitigation-related matters,curtailments/settlements of pension plans,and the early retirement of debt.We exclude these items because they are outside ofour normal operations and/or,in certain cases,are difficult to forecast accurately for future periods.29THERMO FISHER SCIENTIFIC INC.

283、The expense associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitionsmay be allocated to intangible assets that have lives of up to 20 years.Exclusion of the amortization expense allows comparisons of operating resu

284、lts thatare consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.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 frome

285、nacted tax rate/law changes),the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately forfuture periods.We report free cash flow,which is operating cash flow excluding net capital expenditures,to provide a view of the continuing operations

286、 ability to generate cashfor use in acquisitions and other investing and financing activities.The company also uses this measure as an indication of the strength of the company.Free cashflow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obl

287、igations such as debt service that are not deductedfrom the measure.The non-GAAP financial measures of the companys results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or asubstitute for the companys results of operations prepared in accordance

288、with GAAP.Reconciliations of such non-GAAP financial measures to the most directlycomparable GAAP financial measures are set forth within the“Consolidated Results”and“Segment Results”sections and below.Three months endedSix months endedJune 29,July 1,June 29,July 1,(Dollars in millions except per sh

289、are amounts)2024202320242023Reconciliation of adjusted operating incomeGAAP operating income$1,820$1,578$3,483$3,141 Cost of revenues adjustments(a)1 18 17 59 Selling,general and administrative expenses adjustments(b)(64)6(45)14 Restructuring and other costs(c)77 183 106 295 Amortization of acquisit

290、ion-related intangible assets513 585 1,065 1,191 Adjusted operating income(non-GAAP measure)$2,347$2,370$4,625$4,700 Reconciliation of adjusted operating income marginGAAP operating income margin17.3%14.8%16.7%14.7%Cost of revenues adjustments(a)0.0%0.2%0.1%0.3%Selling,general and administrative exp

291、enses adjustments(b)(0.6)%0.1%(0.2)%0.1%Restructuring and other costs(c)0.7%1.7%0.5%1.4%Amortization of acquisition-related intangible assets4.9%5.4%5.1%5.5%Adjusted operating income margin(non-GAAP measure)22.3%22.2%22.1%22.0%Reconciliation of adjusted other income/(expense)GAAP other income/(expen

292、se)$5$14$(46)Adjustments(d)(1)(11)45 Adjusted other income/(expense)(non-GAAP measure)$4$(1)$3$(1)Reconciliation of adjusted tax rateGAAP tax rate7.2%3.6%12.2%3.5%Adjustments(e)2.8%6.4%(2.0)%6.5%Adjusted tax rate(non-GAAP measure)10.0%10.0%10.2%10.0%30THERMO FISHER SCIENTIFIC INC.Three months endedS

293、ix months endedJune 29,July 1,June 29,July 1,(Dollars in millions except per share amounts)2024202320242023Reconciliation of adjusted earnings per shareGAAP diluted earnings per share(EPS)attributable to Thermo Fisher Scientific Inc.$4.04$3.51$7.50$6.83 Cost of revenues adjustments(a)0.00 0.05 0.04

294、0.15 Selling,general and administrative expenses adjustments(b)(0.17)0.01(0.12)0.03 Restructuring and other costs(c)0.20 0.47 0.28 0.76 Amortization of acquisition-related intangible assets1.34 1.51 2.78 3.07 Other income/expense adjustments(d)0.00 0.00(0.03)0.11 Provision for income taxes adjustmen

295、ts(e)(0.26)(0.44)(0.13)(0.88)Equity in earnings/losses of unconsolidated entities0.22 0.04 0.16 0.11 Noncontrolling interests adjustments(f)0.00 0.00 0.00 0.00 Adjusted EPS(non-GAAP measure)$5.37$5.15$10.47$10.18 Reconciliation of free cash flowGAAP net cash provided by operating activities$1,960$1,

296、540$3,211$2,269 Purchases of property,plant and equipment(301)(284)(648)(742)Proceeds from sale of property,plant and equipment15 4 20 10 Free cash flow(non-GAAP measure)$1,674$1,260$2,583$1,537(a)Adjusted results exclude charges for inventory write-downs associated with large-scale abandonment of p

297、roduct lines and accelerated depreciation on fixed assets to be abandoneddue to facility consolidations.Adjusted results in the second quarter and first six months of 2023 exclude$11 million and$21 million,respectively,of charges for the sale ofinventory revalued at the date of acquisition.(b)Adjust

298、ed results exclude certain third-party expenses,principally transaction/integration costs related to recent acquisitions,and charges/credits for changes in estimates ofcontingent acquisition consideration.(c)Adjusted results exclude restructuring and other costs consisting principally of severance,i

299、mpairments of long-lived assets,net charges for pre-acquisition litigation and othermatters,abandoned facilities,and other expenses of headcount reductions and real estate consolidations.Adjusted results in the second quarter of 2023 also exclude$26 millionof contract termination costs associated wi

300、th facility closures.(d)Adjusted results exclude net gains/losses on investments.(e)Adjusted results in exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income,incremental tax impacts as a result of tax rate/law changes,and the tax impacts from audit settlement

301、s.(f)Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.Critical Accounting Policies and EstimatesManagements Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the compa

302、nys Annual Report on Form 10-K for 2023 describe thesignificant accounting estimates and policies used in preparation of the consolidated financial statements.There have been no significant changes in the companyscritical accounting policies during the first six months of 2024.Recent Accounting Pron

303、ouncementsA description of recently issued accounting standards is included under the heading“Recent Accounting Pronouncements”in Note 1.Item 3.Quantitative and Qualitative Disclosures About Market RiskThe companys exposure to market risk from changes in interest rates and currency exchange rates ha

304、s not changed materially from its exposure discussed in thecompanys Annual Report on Form 10-K for the year ended December 31,2023.Item 4.Controls and ProceduresManagements Evaluation of Disclosure Controls and ProceduresThe companys management,with the participation of the companys chief executive

305、officer and chief financial officer,has evaluated the effectiveness of thecompanys disclosure controls and procedures(as such term is defined in Rules 13a-15(e)and 15d-15(e)under the Exchange Act)as of the end of the periodcovered by this report.Management recognizes that any controls31THERMO FISHER

306、 SCIENTIFIC INC.and procedures,no matter how well designed and operated,can provide only reasonable assurance of achieving their objectives,and management necessarilyapplies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Based on such evaluation,the comp

307、anys chief executive officerand chief financial officer concluded that,as of the end of such period,the companys disclosure controls and procedures were effective at the reasonable assurancelevel.Changes in Internal Control over Financial ReportingThere have been no changes in the companys internal

308、control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)during the fiscalquarter ended June 29,2024,that have materially affected or are reasonably likely to materially affect the companys internal control over financial reporting.PART II OTHER INFORMATIONItem 1.Legal

309、 ProceedingsThere are various lawsuits and claims against the company involving product liability,intellectual property,employment and commercial issues.See Note 8 to ourCondensed Consolidated Financial Statements under the heading“Commitments and Contingencies.”Item 1A.Risk FactorsThe risks that we

310、 believe are material to our investors are discussed in the companys Annual Report on Form 10-K for the year ended December 31,2023 under thecaption“Risk Factors,”which is on file with the SEC.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsIssuer Purchases of Equity SecuritiesTher

311、e was no share repurchase activity for the companys second quarter of 2024.On November 14,2023,the Board of Directors announced that it replaced theexisting authorization to repurchase the companys common stock,of which$1.00 billion was remaining,with a new authorization to repurchase up to$4.00 bil

312、lionof the companys common stock.At June 29,2024,$1.00 billion was available for future repurchases of the companys common stock under this authorization.Item 5.Other InformationDirector and Officer Trading ArrangementsNone of our directors or officers adopted or terminated a Rule 10b5-1 trading arr

313、angement or a non-Rule 10b5-1 trading arrangement(as defined in Item 408(c)ofRegulation S-K)during the quarterly period covered by this report.32THERMO FISHER SCIENTIFIC INC.Item 6.ExhibitsExhibitNumberDescription of Exhibit31.1Certification of Chief Executive Officer required by Exchange Act Rules

314、13a-14(a)and 15d-14(a),as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.31.2Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a)and 15d-14(a),as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.32.1Certification of Chief Executive Offic

315、er required by Exchange Act Rules 13a-14(b)and 15d-14(b),as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.*32.2Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b)and 15d-14(b),as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.*101.IN

316、SXBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRLdocument.101.SCHXBRL Taxonomy Extension Schema Document.101.CALXBRL Taxonomy Calculation Linkbase Document.101.DEFXBRL Taxonomy Definition Linkbase Docu

317、ment.101.LABXBRL Taxonomy Label Linkbase Document.101.PREXBRL Taxonomy Presentation Linkbase Document.104Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101).The Registrant agrees,pursuant to Item 601(b)(4)(iii)(A)of Regulation S-K,to furnish to the Commission,upon

318、 request,a copy of each instrument with respect tolong-term debt of the Registrant or its consolidated subsidiaries._*Certification is not deemed“filed”for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.Such certification is not deemed to beincorpora

319、ted by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.33SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on

320、its behalf by the undersigned,thereunto duly authorized.Date:August 2,2024THERMO FISHER SCIENTIFIC INC./s/Stephen WilliamsonStephen WilliamsonSenior Vice President and Chief Financial Officer/s/Joseph R.HolmesJoseph R.HolmesVice President and Chief Accounting Officer34Exhibit 31.1THERMO FISHER SCIEN

321、TIFIC INC.CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(a)and 15d-14(a),AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I,Marc N.Casper,certify that:1.I have reviewed this Quarterly Report on Form 10-Q of Thermo Fisher Scientific Inc.;2.Based on my knowledge,this report does

322、 not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report;3.Based on my knowledge,the financial statem

323、ents,and other financial information included in this report,fairly present in all material respects the financialcondition,results of operations and cash flows of the registrant as of,and for,the periods presented in this report;4.The registrants other certifying officer and I are responsible for e

324、stablishing and maintaining disclosure controls and procedures(as defined in Exchange ActRules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)for the registrant andhave:a)Designed such disclosure controls and procedures,or c

325、aused such disclosure controls and procedures to be designed under our supervision,to ensure thatmaterial information relating to the registrant,including its consolidated subsidiaries,is made known to us by others within those entities,particularlyduring the period in which this report is being pre

326、pared;b)Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under our supervision,toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpo

327、ses in accordancewith generally accepted accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures,as of the end of the period covered by this

328、 report based on such evaluation;andd)Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscalquarter(the registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or

329、is reasonably likely to materially affect,theregistrants internal control over financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,to the registrantsauditors and the audit committee of

330、 the registrants board of directors(or persons performing the equivalent functions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrants ability to record,process,

331、summarize and report financial information;andb)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrants internal control overfinancial reporting.Date:August 2,2024/s/Marc N.CasperMarc N.CasperChairman,President and Chief Executive

332、OfficerExhibit 31.2THERMO FISHER SCIENTIFIC INC.CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(a)and 15d-14(a),AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I,Stephen Williamson,certify that:1.I have reviewed this Quarterly Report on Form 10-Q of Thermo Fisher Scientific In

333、c.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report;3.Based on my knowledge,the financial statements,and other financial information included in this rep