GAAP/Non-GAAP Reconciliation and Financial Package April 22, 2015 The World Leader in Serving Science Page 6 of this document contains segment data for historical periods that has been recast to reflect the creation of the Life Sciences Solutions segment and the transfer of businesses between segments for Thermo Fisher Scientific. Use of Non GAAP Financial Measures In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS, adjusted operating income and adjusted operating margin, which exclude restructuring and other costs/income and amortization of acquisition-related intangible assets. Adjusted EPS also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events and discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We also use a nonGAAP measure, free cash flow, which excludes operating cash flows from discontinued operations and deducts net capital expenditures. We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s performance, especially when comparing such results to previous periods or forecasts. For example: We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs. We exclude certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition and significant transaction costs. We exclude these costs because we do not believe they are indicative of our normal operating costs. We exclude the expense and tax effects associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of 5 to 20 years. Exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and nonacquisitive peer companies. We also exclude certain gains/losses and related tax effects, benefits from tax credit carryforwards and the impact of significant tax audits or events (such as the one-time effect on deferred tax balances of enacted changes in tax rates), which are either isolated or cannot be expected to occur again with any regularity or predictability and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business or real estate, significant litigation-related matters, curtailments of pension plans, the early retirement of debt and discontinued operations. We also report free cash flow, which is operating cash flow, net of capital expenditures, and also excludes operating cash flows from discontinued operations to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. Thermo Fisher’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the company’s core operating performance and comparing such performance to that of prior periods and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. The non-GAAP financial measures of Thermo Fisher’s results of operations and cash flows included herein are not meant to be considered superior to or a substitute for Thermo Fisher’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth in the accompanying tables. Table of Contents Page 1. Annual Reconciliation of GAAP to Adjusted P&L (2009 - 2014) 3. Quarterly Reconciliation of GAAP to Adjusted P&L (2014 - 2015) 5. Free Cash Flow, Return on Invested Capital and Return on Equity (2009 - 2015) 6. Recast Segment Data - Thermo Fisher Stand-alone (2012 - 2013) 7. Segment Data (2014 - 2015) 8. Balance Sheet and Leverage Ratios (2012 - 2015) 9. Debt (2012 - 2015) 10. Publicly Announced Acquisitions/Divestitures (2012 - 2015) 11. Capital Deployment (2012 - 2015) 12. Fiscal Calendar (2014 - 2015) Annual Reconciliation of GAAP to Adjusted P&L (Dollars in millions except EPS) 2009 2010 2011 2012 2013 2014 GAAP Consolidated Revenues 9,741.0 10,393.1 11,558.8 12,509.9 13,090.3 16,889.6 -4% 2% -2% -4% 7% 3% 0% 4% 11% 8% 5% 2% 0% 3% 29% 25% 0% 4% 7% 1% 2% 3% ** 3% 1% -2% 4% Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Pro Forma Revenue Growth (a) Acquisitions net of Divestitures Currency Translation Pro Forma Organic Revenue Growth (a) $ % $ % $ % $ % $ % $ % GAAP Gross Margin Cost of Revenues Charges (b) Amortization of Acquisition-related Intangible Assets Adjusted Gross Margin 3,854.5 39.6% 6.7 0.1% 118.8 1.2% 3,980.0 40.9% 4,261.5 41.0% 13.2 0.1% 129.2 1.3% 4,403.9 42.4% 4,794.0 41.5% 72.6 0.6% 175.9 1.5% 5,042.5 43.6% 5,295.5 42.3% 55.6 0.4% 221.4 1.8% 5,572.5 44.5% 5,529.1 42.2% 28.6 0.2% 222.0 1.8% 5,779.7 44.2% 7,492.0 44.4% 327.6 1.9% 427.0 2.5% 8,246.6 48.8% GAAP SG&A Expense Selling, General and Administrative Costs (c) Amortization of Acquisition-related Intangible Assets Adjusted SG&A Expense 2,575.8 26.4% (1.5) 0.0% (461.1) -4.7% 2,113.2 21.7% 2,728.8 26.3% (3.0) 0.0% (425.5) -4.2% 2,300.3 22.1% 3,106.5 (61.5) (472.0) 2,573.0 26.9% -0.5% -4.1% 22.3% 3,354.9 (12.5) (526.2) 2,816.2 26.8% -0.1% -4.2% 22.5% 3,446.3 (73.5) (541.1) 2,831.7 26.3% -0.6% -4.1% 21.6% 4,896.1 (130.7) (904.7) 3,860.7 29.0% -0.8% -5.3% 22.9% 340.2 2.9% 376.4 3.0% 395.5 3.0% 691.1 4.1% 14.8% 1.9% 0.8% -3.5% 7.9% 21.9% GAAP R&D Expense 243.5 2.5% 284.4 2.7% GAAP Operating Income Cost of Revenues Charges (b) Selling, General and Administrative Costs (c) Restructuring and Other Costs (Income), Net (d) Amortization of Acquisition-related Intangible Assets Adjusted Operating Income 976.3 10.0% 6.7 0.1% 1.5 0.0% 58.9 0.6% 579.9 6.0% 1,623.3 16.7% 1,188.1 11.4% 13.2 0.1% 3.0 0.0% 60.2 0.6% 554.7 5.4% 1,819.2 17.5% 1,250.8 10.8% 72.6 0.6% 61.5 0.5% 96.5 0.9% 647.9 5.6% 2,129.3 18.4% 1,482.1 11.8% 55.6 0.4% 12.5 0.1% 82.1 0.7% 747.6 6.0% 2,379.9 19.0% 1,609.6 12.3% 28.6 0.2% 73.5 0.6% 77.7 0.6% 763.1 5.8% 2,552.5 19.5% 2,503.0 327.6 130.7 (598.2) 1,331.7 3,694.8 Add back Depreciation Expense Adjusted EBITDA 179.4 1.8% 1,802.7 18.5% 185.0 1.8% 2,004.2 19.3% 211.7 1.9% 2,341.0 20.3% 236.1 1.9% 2,616.0 20.9% 236.8 1.8% 2,789.3 21.3% 353.1 2.1% 4,047.9 24.0% ** Results do not sum due to rounding. (a) Revenue growth in 2011 and 2012 is calculated on a pro forma basis which includes the pre-acquisition results of 1) Dionex from the beginning of the second quarter 2011 and for the comparable prior year quarters; and 2) the pre-acquisition results of Phadia from the beginning of the third quarter 2011 and for the comparable prior year quarters. (b) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition and accelerated depreciation on assets to be abandoned as a result of real estate consolidation; and in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (c) The excluded items from selling, general and administrative costs include significant acquisition transaction costs and revisions of estimated contingent consideration for recent acquisitions; in 2009, 2010 and 2012 gains due to settlement of certain product liability-related matters; in 2011, 2012, 2013 and 2014, charges associated with product liability litigation; and in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (d) Restructuring and other costs/income consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; material impairments; and significant gains and losses on litigation-related matters, curtailments/settlements of pension plans, and the sale of businesses, product lines and property. (Annual P&L Reconciliation continued on the next page) Page 1 of 12 Annual Reconciliation of GAAP to Adjusted P&L (Dollars in millions except EPS) 2009 $ GAAP Tax Provision Tax Effect of Adjusted Items (f) Adjusted Tax Provision GAAP Net Income Cost of Revenues Charges (b) Selling, General and Administrative Costs (c) Restructuring and Other Costs (Income), Net (d) Amortization of Acquisition-related Intangible Assets Other Expense (Income) (e) Income Tax Benefit (f) (Income) Loss from Discontinued Operations, Net of Tax Adjusted Net Income GAAP Diluted EPS GAAP Diluted EPS Growth Cost of Revenues Charges, Net of Tax (b) Selling, General and Administrative Costs, Net of Tax (c) Restructuring and Other Costs, Net of Tax (d) Amortization of Acquisition-related Intangible Assets, Net of Tax Other Expense (Income), Net of Tax (e) Income Tax (Benefit) Provision (f) (Income) Loss from Discontinued Operations, Net of Tax Adjusted Diluted EPS Adjusted Diluted EPS Growth 2010 % 46.7 5.5% 239.8 13.3% 286.5 18.8% 850.3 6.7 1.5 58.9 579.9 20.4 (239.8) (43.2) 1,234.7 $ 2011 % 101.6 9.3% 242.6 10.4% 344.2 19.7% 1,035.6 13.2 3.0 60.2 554.7 28.3 (242.6) (49.5) 1,402.9 2.01 0.01 0.00 0.10 0.88 0.03 (0.01) (0.10) 2.92 109.4 9.7% 269.1 9.4% 378.5 19.1% 0.02 0.01 0.10 0.89 0.04 (0.04) (0.12) 3.43 2013 % 11.0 0.9% 351.7 15.8% 362.7 16.7% 2014 % 40.4 3.1% 300.7 11.6% 341.1 14.7% % 191.7 9.2% 283.3 5.3% 475.0 14.5% 4.71 8% 0.05 0.16 0.16 1.45 0.09 0.01 0.02 5.42 19% $ 1,894.4 327.6 130.7 (598.2) 1,331.7 (3.1) (283.3) 1.1 2,800.9 3.48 -7% 0.11 0.03 0.15 1.36 0.00 (0.14) 0.22 4.94 21% $ 1,273.3 28.6 73.5 77.7 763.1 60.4 (300.7) 5.8 1,981.7 3.21 37% 0.13 0.13 0.16 1.12 (0.05) 0.01 (0.80) 4.16 17% $ 1,177.9 55.6 12.5 82.1 747.6 5.3 (351.7) 80.5 1,809.8 3.46 26% -3% 2012 % 1,329.9 72.6 61.5 96.5 647.9 (31.8) (269.1) (306.5) 1,601.0 2.53 -11% $ 35% 0.55 0.24 (0.79) 2.27 (0.01) (0.01) 0.00 6.96 10% 28% (a) Revenue growth in 2011 and 2012 is calculated on a pro forma basis which includes the pre-acquisition results of 1) Dionex from the beginning of the second quarter 2011 and for the comparable prior year quarters; and 2) the pre-acquisition results of Phadia from the beginning of the third quarter 2011 and for the comparable prior year quarters. (b) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition and accelerated depreciation on assets to be abandoned as a result of real estate consolidation; and in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (c) The excluded items from selling, general and administrative costs include significant acquisition transaction costs and revisions of estimated contingent consideration for recent acquisitions; in 2009, 2010 and 2012 gains due to settlement of certain product liability-related matters; in 2011, 2012, 2013 and 2014, charges associated with product liability litigation; and in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (d) Restructuring and other costs/income consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; material impairments; and significant gains and losses on litigation-related matters, curtailments/settlements of pension plans, and the sale of businesses, product lines and property. (e) The excluded items from other expense/income, net, represent amortization of acquisition-related intangible assets and restructuring charges of the company's equity-method investments; in 2009, 2010 and 2012, losses on the extinguishment of debt; in 2009 and 2014 losses from other-than-temporary declines in fair market value of investments; in 2010, 2011 and 2013, costs to obtain short-term financing commitments related to acquisitions; in 2011, 2013 and 2014, gains on available-for-sale and equity investments; and in 2013, realized gains on available-for-sale investments irrevocably contributed to the company's U.K. pension plans. (f) The excluded items from income tax benefit/provision include the tax benefits/provisions related to the above excluded items, benefit from tax credit carryforwards, the impact of the resolution of significant tax audits and the tax benefit from adjusting the company's deferred tax balances as a result of tax rate changes. Page 2 of 12 Quarterly Reconciliation of GAAP to Adjusted P&L (Dollars in millions except EPS) Revenue Life Sciences Solutions Segment Analytical Instruments Segment Specialty Diagnostics Segment Laboratory Products and Services Segment Eliminations Total Revenue Reported Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 835.5 769.9 813.7 1,590.5 (106.1) 3,903.5 1,103.1 793.4 855.1 1,699.4 (129.1) 4,321.9 1,071.9 786.5 811.8 1,628.7 (127.5) 4,171.4 1,185.2 902.4 863.0 1,682.9 (140.7) 4,492.8 1,019.9 727.4 785.2 1,513.4 (127.1) 3,918.8 22% 20% 0% 2% 33% 27% 1% 5% 31% 27% 0% 4% 30% 26% -3% 6% ** 0% 5% -6% 2% ** $ % $ % $ % $ % $ % GAAP Cost of Goods Sold Cost of Revenues Charges (a) Amortization of Acquisition-related Intangible Assets Adjusted Cost of Goods Sold 2,283.5 (168.5) (91.7) 2,023.3 58.5% -4.3% -2.4% 51.8% 2,475.4 (156.1) (114.4) 2,204.9 57.3% -3.6% -2.7% 51.0% 2,237.8 (2.1) (110.8) 2,124.9 53.6% -0.1% -2.6% 50.9% 2,400.9 (0.9) (110.1) 2,289.9 53.4% 0.0% -2.4% 51.0% 2,096.3 (0.6) (107.7) 1,988.0 53.5% 0.0% -2.8% 50.7% GAAP Gross Margin Cost of Revenues Charges (a) Amortization of Acquisition-related Intangible Assets Adjusted Gross Margin 1,620.0 168.5 91.7 1,880.2 41.5% 4.3% 2.4% 48.2% 1,846.5 156.1 114.4 2,117.0 42.7% 3.6% 2.7% 49.0% 1,933.6 2.1 110.8 2,046.5 46.4% 0.1% 2.6% 49.1% 2,091.9 0.9 110.1 2,202.9 46.6% 0.0% 2.4% 49.0% 1,822.5 0.6 107.7 1,930.8 46.5% 0.0% 2.8% 49.3% GAAP SG&A Expense Selling, General and Administrative Costs, Net (b) Amortization of Acquisition-related Intangible Assets Adjusted SG&A Expense 1,177.0 (82.8) (194.2) 900.0 30.2% -2.1% -5.0% 23.1% 1,253.8 (14.9) (229.2) 1,009.7 29.0% -0.3% -5.3% 23.4% 1,228.7 (20.3) (252.1) 956.3 29.5% -0.5% -6.1% 22.9% 1,236.6 (12.7) (229.2) 994.7 27.5% -0.3% -5.1% 22.1% 1,137.4 (7.6) (221.4) 908.4 29.0% -0.2% -5.6% 23.2% 149.7 3.8% 183.7 4.3% 175.2 4.2% 182.5 4.1% 165.8 4.2% 22.4% 4.3% 2.1% -14.9% 7.4% 21.3% 348.1 156.1 14.9 60.9 343.6 923.6 8.1% 3.6% 0.3% 1.4% 8.0% 21.4% 640.3 2.1 20.3 (110.6) 362.9 915.0 15.3% 0.1% 0.5% -2.7% 8.7% 21.9% 639.1 0.9 12.7 33.7 339.3 1,025.7 14.2% 0.0% 0.3% 0.7% 7.6% 22.8% 487.3 0.6 7.6 32.0 329.1 856.6 12.4% 0.0% 0.2% 0.9% 8.4% 21.9% 2.0% 23.3% 91.2 1,014.8 2.1% 23.5% 2.3% 24.2% 89.4 1,115.1 2.0% 24.8% 87.2 943.8 2.2% 24.1% GAAP R&D Expense GAAP Operating Income Cost of Revenues Charges (a) Selling, General and Administrative Costs (b) Restructuring and Other Costs (Income), Net (c) Amortization of Acquisition-related Intangible Assets Adjusted Operating Income Add back Depreciation Expense Adjusted EBITDA 875.5 168.5 82.8 (582.2) 285.9 830.5 79.7 910.2 92.8 1,007.8 ** Results do not sum due to rounding. (a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition, and accelerated depreciation on assets to be abandoned as a result of real estate consolidation; and in Q1 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (b) The excluded items from selling, general and administrative costs include significant acquisition transaction costs and revisions of estimated contingent consideration for recent acquisitions; in Q3 2014, charges associated with product liability litigation; in Q1 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies; and in Q1 2015, accelerated depreciation on information systems to be abandoned due to integration synergies. (c) Restructuring and other costs/income consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; material impairments; significant gains and losses on litigation-related matters, curtailments/settlements of pension plans; and the sale of businesses, product lines and property. (Quarterly P&L Reconciliation continued on the next page) Page 3 of 12 Quarterly Reconciliation of GAAP to Adjusted P&L (Dollars in millions except EPS) Q1-14 $ GAAP Tax Provision Tax Effect of Adjusted Items (e) Adjusted Tax Provision 231.3 (115.0) 116.3 GAAP Net Income Cost of Revenues Charges (a) Selling, General and Administrative Costs (b) Restructuring and Other Costs (Income), Net (c) Amortization of Acquisition-related Intangible Assets, Net of Tax Other (Income) Expense, Net (d) Income Tax (Benefit) Provision (e) Loss from Discontinued Operations, Net of Tax Adjusted Net Income 543.1 168.5 82.8 (582.2) 285.9 (2.3) 115.0 0.0 610.8 GAAP Diluted EPS GAAP Diluted EPS Growth Cost of Revenues Charges, Net of Tax (a) Selling, General and Administrative Costs, Net of Tax (b) Restructuring and Other Costs (Income), Net of Tax (c) Amortization of Acquisition-related Intangible Assets, Net of Tax Other (Income) Expense, Net of Tax (d) Income Tax (Benefit) Provision (e) Loss from Discontinued Operations, Net of Tax Adjusted Diluted EPS Adjusted Diluted EPS Growth 1.36 Reconciliation of Free Cash Flow GAAP Net Cash Provided by Operating Activities Net Cash Used in Discontinued Operations Purchases of Property, Plant, and Equipment Proceeds from Sale of Property, Plant and Equipment Free Cash Flow Q2-14 % $ 29.9% -13.9% 16.0% (42.0) 158.0 116.0 -17.8% 32.1% 14.3% 278.5 156.1 14.9 60.9 343.6 (0.9) (158.0) 0.0 695.1 0.34 0.17 (0.92) 0.59 0.00 (0.01) 0.00 1.53 $ 69.3 50.7 120.0 0.29 0.02 0.09 0.64 0.00 (0.01) 0.00 1.72 $ (66.9) 189.6 122.7 -12.5% 25.7% 13.2% $ (3.1) 109.8 106.7 (0.03) 0.02 0.02 0.47 0.00 0.01 0.01 1.99 -29% 0.00 0.01 0.05 0.59 0.02 0.00 0.00 1.63 39% 953.7 0.8 (156.7) 29.6 827.4 -0.8% 14.8% 14.0% 0.96 62% 32% % 385.1 0.6 7.6 32.0 329.1 11.0 (109.8) 0.0 655.6 1.49 (0.04) 0.02 0.00 0.57 (0.01) 0.00 0.00 1.71 676.0 1.6 (90.7) 7.0 593.9 Q1-15 % 601.2 0.9 12.7 33.7 339.3 3.7 (189.6) 2.8 804.7 36% 30% 888.7 0.9 (75.5) 9.3 823.4 12.9% 1.9% 14.8% 1.17 -9% 12% Q4-14 % 471.6 2.1 20.3 (110.6) 362.9 (3.6) (50.7) (1.7) 690.3 0.69 46% 101.2 1.0 (104.7) 3.4 0.9 Q3-14 % 7% 80.0 2.1 (97.2) 0.6 (14.5) (a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition, and accelerated depreciation on assets to be abandoned as a result of real estate consolidation; and in Q1 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (b) The excluded items from selling, general and administrative costs include significant acquisition transaction costs and revisions of estimated contingent consideration for recent acquisitions; in Q3 2014, charges associated with product liability litigation; in Q1 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies; and in Q1 2015, accelerated depreciation on information systems to be abandoned due to integration synergies. (c) Restructuring and other costs/income consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; material impairments; significant gains and losses on litigation-related matters, curtailments/settlements of pension plans; and the sale of businesses, product lines and property. (d) The excluded items from other (income) expense, net, represent amortization of acquisition-related intangible assets and restructuring charges of the company's equity-method investments; gains and losses on equity and available-for-sale investments; in Q1 2014, charges related to amortization of fees paid to obtain bridge financing commitments related to the Life Technologies acquisition; and in Q1 2015, costs associated with entering interest rate swap arrangements and a loss on the early extinguishment of debt. (e) The excluded items from income tax benefit/provision include the tax benefits/provisions related to the above excluded items, benefit from tax credit carryforwards, the impact of the resolution of significant tax audits and the tax benefit from adjusting the company's deferred tax balances as a result of tax rate changes. Page 4 of 12 Free Cash Flow, Return on Invested Capital and Return on Equity (Dollars in millions) 2009 2010 2011 2012 2013 2014 Q1 2015 Reconciliation of Free Cash Flow GAAP Net Cash Provided by Operating Activities Net Cash (Provided by) Used in Discontinued Operations Purchases of Property, Plant, and Equipment Proceeds from Sale of Property, Plant and Equipment Free Cash Flow 1,659.2 (61.8) (197.5) 13.3 1,413.2 1,497.8 (47.7) (245.4) 10.2 1,214.9 1,691.0 (14.4) (260.9) 8.2 1,423.9 2,039.5 28.4 (315.1) 12.8 1,765.6 2,010.7 4.9 (282.4) 20.7 1,753.9 2,619.6 4.3 (427.6) 49.3 2,245.6 80.0 2.1 (97.2) 0.6 (14.5) GAAP Return on Invested Capital (ROIC) Cost of Revenues Charges (a) Selling, General and Administrative Costs (b) Restructuring and Other Costs (Income), Net (c) Amortization of Acquisition-related Intangible Assets Net Interest Expense Other Expense (Income) (d) Income Tax Benefit (e) (Income) Loss from Discontinued Operations, Net of Tax Adjusted ROIC 5.6% 0.0% 0.0% 0.4% 3.8% 0.7% 0.1% -1.7% -0.2% 8.7% 6.5% 0.1% 0.0% 0.4% 3.5% 0.4% 0.2% -1.6% -0.2% 9.3% 7.1% 0.4% 0.3% 0.5% 3.5% 0.7% -0.2% -1.4% -1.7% 9.2% 5.5% 0.3% 0.1% 0.4% 3.5% 0.8% 0.0% -1.7% 0.4% 9.3% 5.9% 0.1% 0.3% 0.4% 3.5% 1.0% 0.3% -1.4% 0.0% 10.1% 5.9% 1.0% 0.4% -1.8% 4.1% 0.8% 0.0% -0.9% 0.0% 9.5% 5.0% 0.5% 0.2% 0.0% 3.9% 0.8% 0.0% -1.5% 0.0% 8.9% GAAP Return on Equity (ROE) Cost of Revenues Charges (a) Selling, General and Administrative Costs (b) Restructuring and Other Costs (Income), Net (c) Amortization of Acquisition-related Intangible Assets Net Interest Expense Other Expense (Income) (d) Income Tax Benefit (e) (Income) Loss from Discontinued Operations, Net of Tax Adjusted ROE 5.6% 0.0% 0.0% 0.4% 3.8% 0.6% 0.1% -1.5% -0.2% 8.8% 6.7% 0.1% 0.0% 0.4% 3.6% 0.5% 0.2% -1.6% -0.3% 9.6% 8.7% 0.5% 0.4% 0.7% 4.2% 0.7% -0.2% -1.8% -2.0% 11.2% 7.7% 0.4% 0.1% 0.6% 4.9% 1.2% 0.0% -2.3% 0.5% 13.1% 7.9% 0.2% 0.5% 0.5% 4.8% 1.2% 0.4% -1.9% 0.0% 13.6% 9.5% 1.7% 0.7% -3.0% 6.7% 1.3% 0.0% -1.4% 0.0% 15.5% 8.5% 0.8% 0.3% 0.1% 6.7% 1.3% 0.0% -2.5% 0.0% 15.2% Definitions: Invested capital is equity plus short-term and long-term debt and net liabilities of discontinued operations less cash and short-term investments. Adjusted return on invested capital is annual adjusted net income excluding net interest expense, net of tax benefit therefrom, divided by trailing five quarters average invested capital. Adjusted return on equity is annual adjusted net income excluding net interest expense, net of tax benefit therefrom, divided by trailing five quarters average shareholders equity. (a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition and accelerated depreciation on assets to be abandoned as a result of real estate consolidation; and in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies. (b) The excluded items from selling, general and administrative costs include significant acquisition transaction costs and revisions of estimated contingent consideration for recent acquisitions; in 2009, 2010 and 2012 gains due to settlement of certain product liability-related matters; in 2011, 2012, 2013 and 2014, charges associated with product liability litigation; in 2014, charges to conform the accounting policies of Life Technologies with the company's accounting policies; and in 2015, accelerated depreciation on information systems to be abandoned due to integration synergies. (c) Restructuring and other costs/income consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; material impairments; and significant gains and losses on litigation-related matters, curtailments/settlements of pension plans, and the sale of businesses, product lines and property. (d) The excluded items from other expense/income, net, represent amortization of acquisition-related intangible assets and restructuring charges of the company's equity-method investments; in 2009, 2010, 2012 and Q1 2015, losses on the extinguishment of debt; in 2009 and 2014 losses from other-than-temporary declines in fair market value of investments; in 2010, 2011 and 2013, costs to obtain short-term financing commitments related to acquisitions; in 2011, 2013 and 2014, gains on available-for-sale and equity investments; in 2013, realized gains on available-for-sale investments irrevocably contributed to the company's U.K. pension plans; and in Q1 2015, costs associated with entering interest rate swap arrangements. (e) The excluded items from income tax benefit include the tax benefits/provisions related to the above excluded items, benefit from tax credit carryforwards, the impact of the resolution of significant tax audits and the tax benefit from adjusting the company's deferred tax balances as a result of tax rate changes. Page 5 of 12 Recast Segment Data - Thermo Fisher Stand-alone (Dollars in millions) Q1-12 Q2-12 Q3-12 Q4-12 2012 Q1-13 Q2-13 Q3-13 Q4-13 2013 Life Sciences Solutions Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth 161.4 6% 0% -1% 7% 165.5 7% 0% -2% 9% 164.2 8% 0% -3% 11% 167.7 12% 0% -1% 13% 658.8 8% 0% -2% 10% 172.6 7% 0% -1% 8% 181.0 9% 0% -1% 10% 167.2 2% 0% 0% 1% † 191.7 14% 0% 0% 14% 712.5 8% 0% 0% 8% 41.6 25.8% +5.4 pts 36.8 22.2% -0.3 pts 37.3 22.7% -0.7 pts 39.1 23.3% +2.3 pts 154.8 23.5% +1.7 pts 41.0 23.8% -2.0 pts 43.5 24.0% +1.8 pts 38.9 23.3% +0.6 pts 46.3 24.2% +0.9 pts 169.7 23.8% +0.3 pts 755.9 745.6 760.8 -1% 0% -3% 2% 852.4 1% 0% -1% 1% † 740.1 -2% 1% -1% -1% † 761.0 2% 0% -1% 2% † 765.4 1% 0% -1% 1% † 887.7 4% 0% 0% 4% 120.5 16.3% -0.7 pts 125.3 16.5% +0.5 pts 131.0 17.1% -1.1 pts 181.9 20.5% +0.7 pts 805.6 10% 7% -1% 4% 793.6 8% 7% 0% 2% † 759.3 8% 6% 0% 1% † 833.2 5% 0% 0% 5% 222.9 27.7% +2.5 pts 216.3 27.3% +0.1 pts 204.2 26.9% +2.9 pts 220.3 26.4% +0.5 pts Operating Income Operating Income Margin Operating Income Margin Expansion Analytical Instruments Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Pro Forma Revenue Growth* Acquisitions net of Divestitures Currency Translation Pro Forma Organic Revenue Growth* Operating Income Operating Income Margin Operating Income Margin Expansion Specialty Diagnostics Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Pro Forma Revenue Growth** Acquisitions net of Divestitures Currency Translation Pro Forma Organic Revenue Growth** Operating Income Operating Income Margin Operating Income Margin Expansion Laboratory Products & Services Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Operating Income Operating Income Margin Operating Income Margin Expansion 7% 0% -1% 8% 1% 0% -4% 4% † 119.4 16.0% -0.7 pts 138.1 18.2% -0.2 pts 168.6 19.8% -1.4 pts 732.3 731.7 706.3 791.2 12% 7% -1% 6% 1% 2% -4% 3% 2% 1% -3% 4% 184.9 25.2% +0.8 pts 1,488.1 4% 0% -1% 4% † 221.5 14.9% -0.2 pts 199.1 27.2% +4.0 pts 1,547.3 2% 1% -3% 4% 234.8 15.2% +0.2 pts 3,154.2 1% 0% -1% 2% 2% 0% -2% 4% 128.5 17.0% +1.6 pts 1% 2% -1% 1% † 3,114.7 554.6 17.8% -0.4 pts 2,961.5 558.7 17.7% -0.1 pts 3,191.7 8% 5% 0% 3% 4% 3% -2% 4% † 169.5 24.0% -0.7 pts 1,537.7 5% 2% -2% 5% 204.6 25.9% +1.8 pts 1,529.7 4% 2% 0% 3% † 230.8 15.0% +0.2 pts 225.3 14.7% +0.1 pts 758.1 25.6% +1.5 pts 6,102.8 4% 1% -2% 4% † 912.4 15.0% +0.1 pts 1,556.3 5% 2% 0% 3% 230.7 14.8% -0.1 pts 1,595.0 3% 1% 0% 3% † 238.7 15.0% -0.2 pts 1,594.7 4% 0% 0% 4% 245.3 15.4% +0.4 pts 1,652.8 8% 0% 0% 8% 245.7 14.9% +0.2 pts 863.7 27.1% +1.5 pts 6,398.8 5% 1% 0% 4% 960.4 15.0% +0.0 pts * Pro forma results include the pre-acquisition results of Dionex from the beginning of the second quarter 2011. ** Pro forma results include the pre-acquisition results of Phadia from the beginning of the third quarter 2011. † Results do not sum due to rounding. Note: All prior period segment data has been adjusted to reflect the Q1 2014 transfer of businesses between segments. These transfers did not change our consolidated results. Note: Recast segment data reflects Thermo Fisher stand-alone and does not include Life Technologies. The results of the Life Sciences Solutions Segment reflected above include, among other businesses, the sera and media, gene modulation and magnetic beads businesses which were sold on March 21, 2014. Revenues of these businesses in 2013 were approximately $250 million. Page 6 of 12 Segment Data (Dollars in millions) Q1-14 Q2-14 Q3-14 Q4-14 2014 Q1-15 Life Sciences Solutions Segment Revenues Pro Forma Revenue Growth* Acquisitions net of Divestitures Currency Translation Pro Forma Organic Revenue Growth* 835.5 0% 0% 0% 1% † 1,103.1 -1% -4% 1% 3% † 1,071.9 -2% -4% 0% 3% † 1,185.2 -2% -5% -4% 7% 4,195.7 -1% -3% -1% 4% † 1,019.9 -8% -2% -7% 2% † Operating Income Operating Income Margin Operating Income Margin Expansion 244.6 29.3% +5.5 pts 299.1 27.1% +3.1 pts 306.3 28.6% +5.3 pts 364.9 30.8% +6.6 pts 1,214.9 29.0% +5.2 pts 298.7 29.3% +0.0 pts 769.9 4% 0% 0% 4% 793.4 4% 1% 1% 3% † 786.5 3% 0% 0% 3% 902.4 2% 1% -4% 5% 3,252.2 3% 0% -1% 4% 727.4 -6% 0% -6% 1% † 130.9 17.0% +0.7 pts 130.4 16.4% -0.1 pts 137.8 17.5% +0.4 pts 182.0 20.2% -0.3 pts 581.1 17.9% +0.2 pts 121.7 16.7% -0.3 pts 813.7 1% 0% 0% 0% † 855.1 8% 0% 1% 6% † 811.8 7% 0% 0% 6% † 863.0 4% 0% -3% 7% 3,343.6 5% 0% 0% 5% 785.2 -4% 0% -6% 3% † 221.0 27.2% -0.5 pts 236.4 27.6% +0.3 pts 224.3 27.6% +0.7 pts 234.3 27.1% +0.7 pts 916.0 27.4% +0.3 pts 214.1 27.3% +0.1 pts 1,590.5 2% 0% 0% 2% 1,699.4 7% 0% 1% 6% 1,628.7 2% -2% 0% 4% 1,682.9 2% -4% -2% 8% 6,601.5 3% -2% 0% 5% 1,513.4 -5% -3% -5% 3% 234.0 14.7% -0.1 pts 257.7 15.2% +0.2 pts 246.6 15.1% -0.3 pts 244.5 14.5% -0.4 pts 982.8 14.9% -0.1 pts 222.1 14.7% -0.0 pts Analytical Instruments Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Operating Income Operating Income Margin Operating Income Margin Expansion Specialty Diagnostics Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Operating Income Operating Income Margin Operating Income Margin Expansion Laboratory Products & Services Segment Revenues Total Revenue Growth Acquisitions net of Divestitures Currency Translation Organic Revenue Growth Operating Income Operating Income Margin Operating Income Margin Expansion * Life Technologies was acquired on February 3, 2014. Pro forma results include the pre-acquisition results of Life Technologies from the beginning of the first quarter 2013. † Results do not sum due to rounding. Page 7 of 12 Balance Sheet and Leverage Ratios (Dollars in millions) 12/31/2012 Assets Current Assets: Cash and cash equivalents Short-term investments Accounts receivable, net Inventories Other current assets 12/31/2013 12/31/2014 3/28/2015 805.6 4.3 1,804.9 1,443.3 776.7 5,826.0 4.5 1,942.3 1,494.5 613.4 1,343.5 8.5 2,473.6 1,859.5 854.7 864.6 8.4 2,538.0 1,898.8 870.7 4,834.8 9,880.7 6,539.8 6,180.5 1,726.4 7,804.5 604.4 12,474.5 1,767.4 7,071.3 640.7 12,503.3 2,426.5 14,110.1 933.1 18,842.6 2,384.2 13,622.5 937.2 18,732.9 27,444.6 31,863.4 42,852.1 41,857.3 93.1 641.4 1,358.8 987.7 691.5 1,446.8 2,212.4 820.7 2,316.7 4,160.6 827.6 1,872.8 Total Current Liabilities 2,093.3 3,126.0 5,349.8 6,861.0 Other Long-term Liabilities Long-term Obligations 2,855.4 7,031.2 2,381.7 9,499.6 4,602.6 12,351.6 4,385.3 10,696.2 15,464.7 16,856.1 20,548.1 19,914.8 27,444.6 31,863.4 42,852.1 41,857.3 Total Current Assets Property, Plant and Equipment, Net Acquisition-related Intangible Assets Other Assets Goodwill Liabilities and Shareholders' Equity Current Liabilities: Short-term obligations and current maturities of long-term obligations Accounts payable Other current liabilities Total Shareholders' Equity Leverage Ratios Total Debt / TTM EBITDA Effect of Adjusted Items Total Debt / Adjusted TTM EBITDA(a) (b) Net Debt / TTM EBITDA Effect of Adjusted Items Net Debt(b) / Adjusted TTM EBITDA(a) (a) (b) Adjusted EBITDA equals adjusted operating income excluding depreciation. Net debt is short-term and long-term debt less cash and short-term investments. Page 8 of 12 2.9X -0.2X 4.0X -0.2X 3.5X 0.1X 3.9X -0.3X 2.7X 3.8X 3.6X 3.6X 2.6X -0.2X 1.8X -0.1X 3.2X 0.1X 3.6X -0.2X 2.4X 1.7X 3.3X 3.4X Debt (Dollars in millions) Effective Interest Rate at 3/28/15 Maturity Date 12/31/2012 12/31/2013 12/31/2014 3/28/2015 Short-term (a) 2/21/2014 0 300 0 0 11/20/2014 0 406 0 0 3/1/2015 0 0 503 0 1.55% 5/1/2015 0 0 452 451 6/1/2015 0 0 250 0 Life Technologies 3.50% Senior Notes 1.06% 1/15/2016 0 0 0 408 TMO 3.20% Senior Notes 3.21% 3/1/2016 0 0 0 900 Term Loan 1.64% 0 0 1,000 1,175 Commercial Paper 0.83% 50 250 0 1,221 43 32 7 6 93 988 2,212 4,161 0 TMO 2.05% Senior Notes TMO 3.25% Senior Notes (a) Life Technologies 4.40% Senior Notes TMO 3.20% Senior Notes (a) TMO 5.00% Senior Notes Other Total Short-term Long-term TMO 2.05% Senior Notes (a) 2/21/2014 303 0 0 TMO 3.25% Senior Notes (a) 11/20/2014 413 0 0 0 TMO 3.20% Senior Notes (a) 5/1/2015 467 460 0 0 TMO 5.00% Senior Notes 6/1/2015 250 250 0 0 Life Technologies 3.50% Senior Notes 1/15/2016 0 0 410 0 TMO 3.20% Senior Notes 3/1/2016 900 900 900 0 8/15/2016 999 999 999 999 TMO 2.25% Senior Notes 2.29% TMO 1.30% Senior Notes (c) 0.85% 2/1/2017 0 896 897 900 TMO 1.85% Senior Notes 1.85% 1/15/2018 500 500 500 500 TMO 2.40% Senior Notes 2.44% 2/1/2019 0 898 898 898 Life Technologies 6.00% Senior Notes 2.98% 3/1/2020 0 0 858 853 TMO 4.70% Senior Notes (c) 3.23% 5/1/2020 300 300 300 301 Life Technologies 5.00% Senior Notes 3.25% 1/15/2021 0 0 438 437 TMO 4.50% Senior Notes (c) 3.03% 3/1/2021 994 995 996 1,000 1,103 TMO 3.60% Senior Notes (c) 2.52% 8/15/2021 1,098 1,098 1,098 TMO 3.30% Senior Notes 3.30% 2/15/2022 0 0 800 800 TMO 3.15% Senior Notes 3.21% 1/15/2023 796 796 797 797 TMO 4.15% Senior Notes 4.07% 2/1/2024 0 997 998 998 TMO 2.00% Senior Notes 2.03% 4/15/2025 0 0 772 695 TMO 5.30% Senior Notes 5.30% 2/1/2044 400 Term Loan 1.64% Other 0 400 400 0 0 275 0 11 11 16 15 Total Long-term 7,031 9,500 12,352 10,696 Total Debt 7,124 10,488 14,564 14,857 810 5,831 1,352 873 6,314 4,657 13,212 13,984 Total Cash and Short-term Investments Net Debt(b) (a) Previously, fixed rate interest had been swapped to variable rate. In August 2011, the company terminated its fixed to floating rate swap arrangements. Net debt is short-term and long-term debt less cash and short-term investments. (c) Fixed rate interest has been swapped to variable rate. (b) Page 9 of 12 2012 - 2015 Publicly Announced Acquisitions/Divestitures Transaction Closing Date Entity Acquisition or Divestiture Business Description Principal Segment Revenue (a) ($ millions) 2015 Advanced Scientifics, Inc. Acquisition Provider of customized single-use systems and process equipment for bioprocess production LSS $80 August 15 Cole-Parmer Divestiture Customer channel business providing fluid handling, test and measurement, and electrochemistry products and services LPS $232 March 21 Select businesses within Biosciences portfolio Divestiture Sera and media, gene modulation and magnetic beads businesses formerly in the Analytical Technologies Segment LSS $250 February 3 Life Technologies Acquisition Global leader in life sciences LSS $3,872 February 4 2014 2013 There were no publicly announced acquisitions or divestitures that closed in 2013. 2012 September 13 One Lambda Acquisition Global leader in transplant diagnostics SDS $182 July 24 Princeton Security Technologies, Inc Acquisition Manufacturer and supplier of radioactive isotope identifiers, x-ray and gamma-ray detectors and spectroscopy systems AIS $5 May 1 Doe & Ingalls Acquisition Premium provider of specialty production chemicals and customized supply-chain services LPS $110 (a) Approximate revenue from prior full year reporting period as of the announcement date Page 10 of 12 Capital Deployment Share Buybacks 2012 2013 2014 Q1 2015 20.8 1.3 0.0 3.9 Average Price Paid per Share $55.18 $69.89 $0.00 $127.66 Total Spend ($ millions) $1,150 $90 $0 $500 Total Number of Shares Purchased (millions) Remaining Authorization (in millions) as of 3/28/2015: $410 Dividends Paid Amount per Share(1) 2012 2013 2014 Q1 2015 $0.39 $0.60 $0.60 $0.15 (1) On February 29, 2012, the company initiated a quarterly dividend of $0.13 per share. On November 8, 2012, the company increased the dividend to $0.15 per share. Future declarations of dividends are subject to board approval and may be adjusted as business needs or market conditions change. Page 11 of 12 Fi Fiscal Calendar 2014 FISCAL CALENDAR Month JAN S M FIRST QUARTER T W T F S Week 1 2 3 4 1 Month THIRD QUARTER T W T F S M S Week 29 30 1 2 3 4 5 27 6 7 8 9 10 11 12 28 16 17 18 19 29 Month M FIRST QUARTER T W T F S Week 1 2 3 1 11 28 5 Weeks 12 13 14 15 16 17 18 29 14 15 19 20 21 22 23 24 25 4 20 21 22 23 24 25 26 30 18 19 20 21 22 23 24 4 19 20 21 22 23 24 25 30 26 27 28 29 30 31 1 5 27 28 29 30 31 1 2 31 25 26 27 28 29 30 31 5 26 27 28 29 30 31 1 31 AUG 3 4 5 6 7 8 9 32 10 11 12 13 14 15 16 33 3 10 5 Weeks 13 6 17 9 3 7 16 8 18 8 15 7 17 15 14 6 16 7 13 27 5 15 14 12 4 14 6 5 Weeks 11 3 13 13 2 2 5 Weeks 12 5 10 1 2 12 9 30 11 4 8 Week 29 10 11 7 S 28 9 3 6 M 8 10 5 THIRD QUARTER T W T F S 7 9 4 Month 6 2 JAN S 5 FEB JULY 2015 FISCAL CALENDAR FEB 1 2 3 4 5 6 7 6 8 9 10 11 12 13 14 7 JULY AUG 2 3 4 5 6 7 8 32 9 10 11 12 13 14 15 33 34 4 Weeks 16 17 18 19 20 21 22 8 4 Weeks 17 18 19 20 21 22 23 34 4 Weeks 15 16 17 18 19 20 21 8 4 Weeks 16 17 18 19 20 21 22 23 24 25 26 27 28 1 9 24 25 26 27 28 29 30 35 22 23 24 25 26 27 28 9 23 24 25 26 27 28 29 35 2 3 4 5 6 7 8 10 31 1 2 3 4 5 6 36 1 2 3 4 5 6 7 10 30 31 1 2 3 4 5 36 9 10 11 12 13 14 15 11 7 8 9 10 11 12 13 37 MARCH 8 9 10 11 12 13 14 11 6 7 8 9 10 11 12 37 4 Weeks 16 MARCH 17 18 19 20 21 22 12 4 Weeks 14 SEPT 15 16 17 18 19 20 38 4 Weeks 15 16 17 18 19 20 21 12 4 Weeks 13 14 15 16 17 18 19 38 23 24 25 26 27 28 29 13 21 22 23 24 25 26 27 39 22 23 24 25 26 27 28 13 20 21 22 23 24 25 26 39 40 SECOND QUARTER FOURTH QUARTER 30 31 1 2 3 4 5 14 6 7 8 9 10 11 12 15 5 Weeks 13 14 15 16 17 18 19 16 20 21 22 23 24 25 26 17 19 20 21 22 27 28 29 30 1 2 3 18 26 27 28 29 APRIL 4 5 6 7 8 9 10 19 11 12 13 14 15 16 17 20 4 Weeks 18 19 20 21 22 23 24 21 25 26 27 28 29 30 31 1 2 3 4 5 6 7 MAY JUNE SECOND QUARTER 28 29 30 1 2 3 4 40 5 6 7 8 9 10 11 41 5 Weeks 12 13 14 15 16 17 18 42 23 24 25 43 19 20 21 30 31 1 44 26 27 28 OCT 2 3 4 5 6 7 8 45 9 10 11 12 13 14 15 46 4 Weeks 16 17 18 19 20 21 22 47 22 23 24 25 26 27 28 29 23 30 1 2 3 4 5 6 8 9 10 11 12 13 14 24 4 Weeks 15 16 17 18 19 20 21 25 22 23 24 25 26 27 28 26 NOV DEC FOURTH QUARTER 29 30 31 1 2 3 4 14 5 6 7 8 9 10 11 15 5 Weeks 12 13 14 15 16 17 18 16 22 23 24 25 17 18 19 20 21 22 23 24 43 29 30 1 2 18 25 26 27 28 29 30 31 44 1 2 3 4 5 6 7 45 8 9 10 11 12 13 14 46 4 Weeks 15 16 17 18 19 20 21 47 APRIL 10 41 5 Weeks 11 12 13 14 15 16 17 42 6 7 8 9 19 14 15 16 20 4 Weeks 17 18 19 20 21 22 23 21 48 24 25 26 27 28 29 30 22 22 23 24 25 26 27 28 48 49 31 1 2 3 4 5 6 23 29 30 1 2 3 4 5 49 10 11 12 13 50 7 8 9 10 11 12 13 24 18 19 20 51 4 Weeks 14 15 16 17 18 19 20 25 25 26 27 52 21 22 23 24 25 26 27 26 24 3 9 13 17 31 2 8 5 9 23 1 7 12 16 30 30 6 4 8 22 29 5 11 15 29 28 4 3 7 21 27 OCT 10 MAY 4 Weeks 14 28 SEPT JUNE Page 12 of 12 NOV 6 7 8 9 10 11 12 50 5 Weeks 13 DEC 14 15 16 17 18 19 51 25 26 52 20 21 22 23 24 27 28 29 30 31
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