Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks," "estimates" and similar expressions are intended to identify forward-looking statements. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company's estimates change, and readers should not rely on those forward-looking statements as representing the company's views as of any date subsequent to the date of the filing of this Quarterly 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 those detailed under the heading "Risk Factors" in Part II, Item 1A of this report on Form 10-Q.

Overview of Results of Operations and Liquidity

The company develops, manufactures and sells a broad range of products that are sold worldwide. The company expands the product lines and services it offers by developing and commercializing its own technologies and by making strategic acquisitions of complementary businesses. The company's continuing operations fall into two business segments: Analytical Technologies and Laboratory Products and Services. During the first quarter of 2009, the company transferred management responsibility and related financial reporting and monitoring for a small product line between segments. The company has historically moved a product line between segments when a shift in strategic focus of either the product line or a segment more closely aligns the product line with a segment different than that in which it had previously been reported. Prior period segment information has been reclassified to reflect this transfer.

                                                    Three Months Ended
       (Dollars in millions)                March 28, 2009       March 29, 2008

       Revenues
       Analytical Technologies            $   938.8    41.6%   $ 1,086.8    42.6%
       Laboratory Products and Services     1,423.0    63.1%     1,568.8    61.4%
       Eliminations                          (106.7 ) (4.7)%      (101.6 ) (4.0)%

                                          $ 2,255.1     100%   $ 2,554.0     100%

Sales in the first quarter of 2009 were $2.26 billion, a decrease of $299 million from the first quarter of 2008. Aside from the effects of currency translation and acquisitions, net of divestitures (discussed in total and by segment below), revenues decreased from 2008 revenues by $182 million (7%) due to lower revenues at existing businesses as a result of decreased demand, offset in part by price increases. Sales of equipment were particularly affected as the company believes customers reduced purchases due to the global market downturn. Sales of consumables, while lower, were not as significantly affected by the severe economic conditions.

In the first quarter of 2009, the company's operating income and operating income margin were $190 million and 8.4%, respectively, compared with $290 million and 11.4%, respectively, in 2008. (Operating income margin is operating income divided by revenues.) The decrease in operating income was due to lower profitability at existing businesses resulting from decreased revenues offset in part by price increases and productivity improvements including global sourcing and lower operating costs following restructuring actions. In addition, restructuring and other costs increased $8 million in 2009. These decreases in operating income were offset in part by a $6 million decrease in amortization expense in 2009.

Overview of Results of Operations and Liquidity (continued)

The company's effective tax rates were 10.9% and 15.5% in the first quarter of 2009 and 2008, respectively. The decrease in the effective tax rate was primarily due to reduced earnings in higher tax jurisdictions, offset in part by rate increases in certain regions. The tax provision in the first quarter of 2009 was unfavorably affected by $0.7 million or 0.4 percentage points resulting from the impact on deferred tax balances of newly enacted tax rates in several jurisdictions. The company currently expects its tax rate for the full year to be approximately 10% - 12%. The tax provision in the first quarter of 2008 was favorably affected by $9.6 million or 3.5 percentage points resulting from the impact on deferred tax balances of enacted reductions in tax rates in Switzerland.

Income from continuing operations decreased to $149 million in the first quarter of 2009, from $230 million in the first quarter of 2008, primarily due to the items discussed above that decreased operating income, offset in part by a lower tax rate.

During the first three months of 2009, the company's cash flow from operations totaled $359 million, compared with $243 million for the first three months of 2008. The increase resulted primarily from decreased investment in working capital items, particularly accounts receivable and, to a lesser extent, other current assets, primarily due to the cash receipt of a tax refund.

As of March 28, 2009, the company's outstanding debt totaled $2.03 billion, of which approximately $0.9 billion is convertible debt, at conversion prices ranging from $23.73 to $40.20 per share. As of May 1, 2009, $295 million of the convertible debt was currently convertible. Although the company's experience is that convertible debentures are not normally converted by investors until close to their maturity date, it is possible, particularly in the current uncertain financial climate, that debentures could be converted prior to their maturity date if, for example, a holder perceives the market for the debentures to be weaker than the market for the common stock. Upon an investor's election to convert, the company is required to pay the original principal portion of these debentures in cash, and the balance of the conversion value in either cash or stock, at the company's election. Should holders elect to convert, the company intends to draw on its revolving credit facility to fund substantially all of these principal payments. The facility is an unsecured revolving credit agreement expiring in 2012 with available capacity of $951 million at March 28, 2009.

The company believes that its existing cash and short-term investments of $1.57 billion as of March 28, 2009, and the company's future cash flow from operations together with available borrowing capacity under its revolving credit agreement, are sufficient to meet the cash requirements of its businesses for the foreseeable future, including at least the next 24 months.

Critical Accounting Policies

Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management's Discussion and Analysis and Note 1 to the Consolidated Financial Statements in the company's Form 10-K for 2008, describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. Actual results in these areas could differ from management's estimates. There have been no significant changes in the company's critical accounting policies during the first three months of 2009.

Results of Operations

First Quarter 2009 Compared With First Quarter 2008

Continuing Operations

Sales in the first quarter of 2009 were $2.26 billion, a decrease of $299 million from the first quarter of 2008. The unfavorable effects of currency translation resulted in a decrease in revenues of $133 million in 2009. Sales increased $16 million due to acquisitions, net of divestitures. Aside from the effect of currency translation and acquisitions, net of divestitures, revenues decreased $182 million (7%) primarily due to decreased demand due to economic uncertainty offset in part by price increases, as described by segment below. Sales were down in North America and, to a lesser extent, in Europe. Sales were modestly higher in Asia.

In the first quarter of 2009, operating income and operating income margin were $190 million and 8.4%, respectively, compared with $290 million and 11.4%, respectively, in the first quarter of 2008. The decrease in operating income was due to lower profitability at existing businesses resulting from decreased revenues offset in part by price increases and productivity improvements including global sourcing and lower operating costs following restructuring actions. In addition, restructuring and other costs increased $8 million in 2009. These decreases in operating income were offset in part by a $6 million decrease in amortization expense in 2009.

In the first quarter of 2009, the company recorded restructuring and other costs, net, of $14 million. The company incurred $14 million of cash costs primarily for actions in response to the downturn in the economy and reduced revenues including severance to reduce headcount at several businesses and abandoned facility expenses at businesses that have been or are being consolidated. In the first quarter of 2008, the company recorded restructuring and other costs, net, of $6 million, including $0.6 million of charges to costs of revenues related to the sale of inventories revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. The company incurred $6 million of cash costs, primarily for severance and abandoned facilities expenses at businesses that have been consolidated, and recorded $0.7 million of gains associated with the sale of businesses prior to 2008.

As of May 1, 2009, the company has identified restructuring actions that will result in additional charges of approximately $22 million, primarily in the remainder of 2009. Annual cost savings associated with actions initiated in late 2008 and in the first quarter of 2009 are expected to total approximately $50 million, beginning primarily in the first and second quarters of 2009.

The company's revenues and profitability decreased in the first quarter of 2009 compared to the first quarter of 2008. The company believes the decreases are primarily due to the global economic downturn. Should the downturn continue indefinitely or worsen such that the company's projections of profitability for 2009 and future years decrease materially, impairment of goodwill and acquisition-related intangible assets could occur. These assets totaled $8.7 billion and $6.2 billion, respectively, at March 28, 2009.

Segment Results

The company's management evaluates segment operating performance using operating income before certain charges to cost of revenues, principally associated with acquisition accounting; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines; and amortization of acquisition-related intangible assets. The company uses these measures because they help management understand and evaluate the segments' core operating results and facilitate comparison of performance for determining compensation (Note 3). Accordingly, the following segment data is reported on this basis.

                         THERMO FISHER SCIENTIFIC INC.

First Quarter 2009 Compared With First Quarter 2008 (continued)

                                                                    Three Months Ended
                                                              March 28,    March 29,
(Dollars in millions)                                              2009         2008   Change

Revenues
 Analytical Technologies                                     $    938.8   $  1,086.8    (14)%
 Laboratory Products and Services                               1,423.0      1,568.8     (9)%
 Eliminations                                                    (106.7 )     (101.6 )     5%

 Consolidated Revenues                                       $  2,255.1   $  2,554.0    (12)%

Operating Income
  Analytical Technologies                                    $    173.5   $    228.3    (24)%
  Laboratory Products and Services                                175.5        218.8    (20)%

 Subtotal Reportable Segments                                     349.0        447.1    (22)%

 Cost of Revenues Charges                                             -         (0.6 )
 Restructuring and Other Costs, Net                               (13.6 )       (4.9 )
 Amortization of Acquisition-related Intangible Assets           (145.3 )     (151.2 )

 Consolidated Operating Income                               $    190.1   $    290.4    (35)%

Income from the company's reportable segments decreased 22% to $349 million in the first quarter of 2009 due primarily to lower profitability at existing businesses, resulting from decreased revenues offset in part by price increases and productivity improvements including global sourcing and lower operating costs following restructuring actions.

  Analytical Technologies
                                               Three Months Ended
                                       March 28,    March 29,
           (Dollars in millions)            2009         2008         Change

           Revenues                  $     938.8   $  1,086.8          (14)%

           Operating Income Margin         18.5%        21.0%     (2.5) pts.

Sales in the Analytical Technologies segment decreased $148 million to $939 million in the first quarter of 2009. The unfavorable effects of currency translation resulted in a decrease of $62 million in 2009. Sales increased $4 million due to 2008 acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues decreased $90 million (8%) primarily due to lower demand offset in part by increased prices. Demand in industrial markets for environmental and process control instruments was particularly soft primarily due to the global economic downturn.

Operating income margin was 18.5% in the first quarter of 2009 and 21.0% in the first quarter of 2008. The decrease resulted from lower profitability from decreased revenues offset in part by price increases and productivity improvements, including global sourcing and lower operating costs following restructuring actions.

                         THERMO FISHER SCIENTIFIC INC.

First Quarter 2009 Compared With First Quarter 2008 (continued)

  Laboratory Products and Services
                                     Three Months Ended
                             March 28,      March 29,
(Dollars in millions)             2009           2008       Change

Revenues                  $    1,423.0   $    1,568.8         (9)%

Operating Income Margin          12.3%          13.9%   (1.6) pts.

Sales in the Laboratory Products and Services segment decreased $146 million to $1.42 billion in the first quarter of 2009. Sales increased $13 million due to 2008 and 2009 acquisitions. The unfavorable effects of currency translation resulted in a decrease of $75 million in 2009. In addition to the changes in revenue resulting from acquisitions and currency translation, revenues decreased $83 million (5%) primarily due to lower demand and a decrease in sales of products purchased from a supplier discussed below, offset in part by increased prices. Demand for laboratory equipment was particularly weak as the company believes customers reduced purchases due to the global economic downturn.

In July 2008, the company and a supplier of its healthcare market channel extended an existing agreement for two years through 2010. Under the revised agreement, the company's revenues from the sale of products purchased from the supplier decreased $20 million in the first quarter of 2009 and the company expects its sales volume of products purchased from the supplier to decrease by approximately $43 million over the remainder of 2009 for a total annualized decrease in revenues of approximately $63 million from 2008.

Operating income margin was 12.3% in the first quarter of 2009 and 13.9% in the first quarter of 2008. The decrease primarily resulted from lower profitability from decreased revenues, offset by in part by price increases and productivity improvements, including global sourcing and lower operating costs following restructuring actions.

Other Expense, Net

The company reported other expense, net, of $23 million and $18 million in the first quarter of 2009 and 2008, respectively (Note 4). Other expense, net, includes interest income, interest expense, equity in earnings of unconsolidated subsidiaries and other items, net. Interest income decreased to $5 million in the first quarter of 2009 from $10 million in the same period last year primarily due to lower interest rates on invested cash offset in part by higher cash balances. Interest expense decreased to $30 million in the first quarter of 2009 from $36 million in the first quarter of 2008 primarily as a result of a reduction in debt and lower interest rates on variable rate debt. The company had $2 million in other income compared with $8 million in the first quarter of 2008. The higher income in 2008 resulted primarily from currency transaction net gains.

Provision for Income Taxes

The company's effective tax rates were 10.9% and 15.5% in the first quarter of 2009 and 2008, respectively. The decrease in the effective tax rate was primarily due to reduced earnings in higher tax jurisdictions, offset in part by rate increases in certain regions. The tax provision in the first quarter of 2009 was unfavorably affected by $0.7 million or 0.4 percentage points resulting from the impact on deferred tax balances of newly enacted tax rates in several jurisdictions. The company currently expects its tax rate for the full year to be approximately 10% - 12%. The tax provision in the first quarter of 2008 was favorably affected by $9.6 million or 3.5 percentage points resulting from the impact on deferred tax balances of enacted reductions in tax rates in Switzerland.

Contingent Liabilities

At the first quarter end 2009, the company was contingently liable with respect to certain legal proceedings and related matters. As described under "Litigation and Related Contingencies" in Note 12, an unfavorable outcome in one or more of the matters described therein could materially affect the company's financial position as well as its results of operations and cash flows.

First Quarter 2009 Compared With First Quarter 2008 (continued)

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement applies to other accounting pronouncements that require or permit fair value measurements. This statement does not require any new fair value measurements. SFAS No. 157 was effective for the company's monetary assets and liabilities in the first quarter of 2008 and for non-financial assets and liabilities beginning January 1, 2009. There was no material effect from adoption of this standard.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations." SFAS No. 141R does the following: requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose certain information to enable users to understand the nature and financial effect of the business combination. The statement requires that cash outflows such as transaction costs and post-acquisition restructuring be charged to expense instead of capitalized as a cost of the acquisition. Contingent purchase price will be recorded at its initial fair value and then re-measured as time passes through adjustments to net income. SFAS No. 141R was effective for the company, on a prospective basis, beginning January 1, 2009. There was no impact upon adoption of the standard; however, this statement may materially affect the accounting for any future business combinations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements." SFAS No. 160 changed the accounting for minority interests, which are reclassified as noncontrolling interests and classified as a component of equity. SFAS No. 160 was effective for the company beginning January 1, 2009, and there was no effect from adoption of this standard.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities." SFAS No. 161 requires disclosures of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS No. 161 was effective for the company beginning January 1, 2009, and there was no material effect from adoption of this standard.

In May 2008, the FASB issued FSP APB No. 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." FSP APB No. 14-1 requires the issuers of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP ABP No. 14-1 was effective for the company beginning January 1, 2009. The rule required restatement of prior periods to conform to current accounting. The company's cash payments for interest have not been affected, but the adoption of FSP APB No. 14-1 has increased the company's reported interest expense in a manner that reflects interest rates of similar non-convertible debt. Interest expense in the first quarter of 2008, as restated for adoption of this rule, increased $5 million over the previously reported amount.

In June 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." FSP EITF 03-6-1 clarifies that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities. FSP EITF 03-6-1 was effective for the company beginning January 1, 2009. The rule required restatement of prior periods to conform to current accounting. Adoption had a nominal effect on the numerator and denominator in the calculation of 2008 earnings per share.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments." This FSP amends the other-than-temporary impairment guidance for certain debt securities and will require the investor to assess the likelihood of selling the debt security prior to recovery of its cost

First Quarter 2009 Compared With First Quarter 2008 (continued)

basis. If an investor is able to meet the criteria to assert that it does not intend to sell the debt security and more likely than not will not be required to sell the debt security before its anticipated recovery, impairment charges related to credit losses would be recognized in earnings whereas impairment charges related to non-credit losses would be reflected in other comprehensive income. The company elected early adoption of this pronouncement in the first quarter of 2009 although the rule did not materially affect its financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments." This FSP requires the fair value disclosures required by FAS 107 regarding the fair value of financial instruments to be included in interim financial statements. This FSP is effective for interim periods ending after June 15, 2009, and requires additional disclosure from that required currently.

Liquidity and Capital Resources

Consolidated working capital was $3.02 billion at March 28, 2009, compared with $2.81 billion at December 31, 2008. The increase was primarily due to an increase in cash. Included in working capital were cash, cash equivalents and short-term available-for-sale investments of $1.57 billion at March 28, 2009 and $1.29 billion at December 31, 2008.

First Three Months 2009

Cash provided by operating activities was $359 million during the first quarter of 2009. A decrease in accounts receivable and an increase in accounts payable provided cash of $29 million and $81 million, respectively. The decrease in accounts receivable was primarily a result of lower sales in the first quarter of 2009 than in the fourth quarter of 2008. The increase in accounts payable partially reversed a decrease that occurred in 2008 and was due primarily to the timing of payments. A decrease in other liabilities used cash of $77 million, primarily as a result of annual incentive compensation, interest and restructuring payments. Payments for restructuring actions, principally severance costs and lease and other expenses of real estate consolidation, used cash of $10 million during the first quarter of 2009. Cash payments for income taxes totaled $21 million in the first quarter of 2009. The company expects that for all of 2009, cash payments for income taxes will approximate $275 - $300 million.

During the first quarter of 2009, the company's primary investing activities included the purchase of property, plant and equipment. The company expended $51 million for purchases of property, plant and equipment.

The company's financing activities provided $10 million of cash during the first quarter of 2009, including $5 million for proceeds from the exercise of employee stock options. On September 11, 2008, the Board of Directors authorized the repurchase of up to $500 million of the company's common stock through September 10, 2009. No stock was repurchased in the first quarter of 2009. At March 28, 2009, $415 million was available for future repurchases of the company's common stock under this authorization.

On April 30, 2009, the company completed the acquisition of Biolab, an . . .