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                         Six Months Ended
(Dollars in millions)         June 27, 2009        June 28, 2008        June 27, 2009        June 28, 2008

Revenues
Analytical Technologies     $ 1,003.3    40.4%   $ 1,159.9    42.8%   $ 1,942.1    41.0%   $ 2,246.7    42.7%
Laboratory Products and
Services                      1,599.3    64.4%     1,656.9    61.1%     3,022.3    63.8%     3,225.7    61.3%
Eliminations                   (118.5 ) (4.8)%      (107.2 ) (3.9)%      (225.2 ) (4.8)%      (208.8 ) (4.0)%

                            $ 2,484.1     100%   $ 2,709.6     100%   $ 4,739.2     100%   $ 5,263.6     100%

Sales in the second quarter of 2009 were $2.48 billion, a decrease of $226 million from the second 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 $145 million (5%) 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 grew modestly and were not as significantly affected by the severe economic conditions.

The company's strategy is to augment internal growth at existing businesses with complementary acquisitions such as those completed in 2009 and 2008. The principal acquisition in the first six months of 2009 was Biolab, an Australia-based provider of analytical instruments, life science consumables and laboratory equipment in April 2009.

Overview of Results of Operations and Liquidity (continued)

In the second quarter of 2009, the company's operating income and operating income margin were $259 million and 10.4%, respectively, compared with $330 million and 12.2%, 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 lower operating costs following restructuring actions and global sourcing initiatives. In addition, restructuring and other costs increased $18 million in 2009 due primarily to a pension plan curtailment gain in the 2008 period. These decreases in operating income were offset in part by a $5 million decrease in amortization expense in 2009.

The company's effective tax rates were 10.9% and 19.6% in the second 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 company currently expects its tax rate for the full year to be approximately 10% - 12%.

Income from continuing operations decreased to $207 million in the second quarter of 2009, from $243 million in the second 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 six months of 2009, the company's cash flow from operations totaled $734 million, compared with $590 million for the first half 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 June 27, 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 July 31, 2009, $640 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 $947 million at June 27, 2009.

The company believes that its existing cash and short-term investments of $1.43 billion as of June 27, 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 six months of 2009.

Results of Operations

Second Quarter 2009 Compared With Second Quarter 2008

Continuing Operations

Sales in the second quarter of 2009 were $2.48 billion, a decrease of $226 million from the second quarter of 2008. The unfavorable effects of currency translation resulted in a decrease in revenues of $120 million in 2009. Sales increased $39 million due to acquisitions, net of divestitures. Aside from the effects of currency translation and acquisitions, net of divestitures, revenues decreased $145 million (5%) primarily due to decreased demand which the company believes is due to economic uncertainty offset in part by price increases, as described by segment below. Sales decreased in each of the company's principal geographic regions.

In the second quarter of 2009, operating income and operating income margin were $259 million and 10.4%, respectively, compared with $330 million and 12.2%, respectively, in the second 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 lower operating costs following restructuring actions and global sourcing initiatives. In addition, restructuring and other costs increased $18 million in 2009 due primarily to a pension plan curtailment gain in the 2008 period. These decreases in operating income were offset in part by a $5 million decrease in amortization expense in 2009.

In the second quarter of 2009, the company recorded restructuring and other costs, net, of $13 million, including $1 million of charges to cost 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 and $1 million of charges to selling, general and administrative expenses for transaction costs related to the acquisition of Biolab in April 2009. The company incurred $16 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. The company also incurred a $2 million loss on an abandoned facility held for sale that was sold in July 2009, offset by a $7 million gain on the settlement of a litigation-related matter assumed as part of the merger with Fisher Scientific in 2006. In the second quarter of 2008, the company recorded restructuring and other income, net, of $5 million, including $7 million of cash costs, primarily for severance and abandoned facilities expenses at businesses that have been consolidated, and recorded a loss of $5 million associated with a pre-merger litigation-related matter and a loss of $3 million from the sale of a business. These losses were more than offset by an $18 million gain on the curtailment of a pension plan in the U.S. and a $2 million gain on the sale of real estate.

As of July 31, 2009, the company has identified restructuring actions that will result in additional charges of approximately $34 million, primarily in the remainder of 2009 and early 2010. Annual cost savings associated with actions initiated in late 2008 and through July 31, 2009 are expected to total approximately $85 million, beginning primarily in 2009, and to a lesser extent, 2010.

The company's revenues and profitability decreased in the first six months of 2009 compared to the first six months 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 $8.77 billion and $6.23 billion, respectively, at June 27, 2009.

Segment Results

The company's management evaluates segment operating performance using operating income before certain charges to cost of revenues and selling, general and administrative expenses, 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.

Second Quarter 2009 Compared With Second Quarter 2008 (continued)

                                                               Three Months Ended
                                                          June 27,    June 28,
(Dollars in millions)                                         2009        2008   Change

Revenues
 Analytical Technologies                                 $ 1,003.3   $ 1,159.9    (14)%
 Laboratory Products and Services                          1,599.3     1,656.9     (3)%
 Eliminations                                               (118.5 )    (107.2 )    11%

 Consolidated Revenues                                   $ 2,484.1   $ 2,709.6     (8)%

Operating Income
  Analytical Technologies                                $   201.4   $   244.6    (18)%
  Laboratory Products and Services                           217.2       232.0     (6)%

 Subtotal Reportable Segments                                418.6       476.6    (12)%

 Cost of Revenues Charges                                     (0.9 )      (0.2 )
 Acquisition-related Transaction Costs                        (1.3 )         -
 Restructuring and Other (Costs) Income, Net                 (10.3 )       5.4
 Amortization of Acquisition-related Intangible Assets      (147.1 )    (151.6 )

 Consolidated Operating Income                           $   259.0   $   330.2    (22)%

Income from the company's reportable segments decreased 12% to $419 million in the second 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 lower operating costs following restructuring actions and global sourcing initiatives.

  Analytical Technologies
                                 Three Months Ended
                           June 27,    June 28,
(Dollars in millions)          2009        2008     Change

Revenues                  $ 1,003.3   $ 1,159.9      (14)%

Operating Income Margin       20.1%       21.1%   (1) pts.

Sales in the Analytical Technologies segment decreased $157 million to $1.00 billion in the second quarter of 2009. The unfavorable effects of currency translation resulted in a decrease of $57 million in 2009. Sales increased $4 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues decreased $104 million (9%) primarily due to lower demand offset in part by increased prices. Demand in industrial markets for environmental and process control instruments was particularly soft, which the company believes was primarily due to the global economic downturn. This weakness was offset in part by a modest increase in sales of specialty diagnostics and bioscience offerings which have been less severely affected by economic conditions.

                         THERMO FISHER SCIENTIFIC INC.

Second Quarter 2009 Compared With Second Quarter 2008 (continued)

Operating income margin was 20.1% in the second quarter of 2009 and 21.1% in the
second quarter of 2008. The decrease resulted from lower profitability from
decreased revenues offset in part by price increases and productivity
improvements, including lower operating costs following restructuring actions
and global sourcing initiatives.

  Laboratory Products and Services
                                  Three Months Ended
                            June 27,    June 28,
(Dollars in millions)           2009       2008        Change

Revenues                  $  1,599.3   $ 1,656.9         (3)%

Operating Income Margin        13.6%       14.0%   (0.4) pts.

Sales in the Laboratory Products and Services segment decreased $58 million to $1.60 billion in the second quarter of 2009. The unfavorable effects of currency translation resulted in a decrease of $67 million in 2009. Sales increased $36 million due to acquisitions, principally Biolab. In addition to the changes in revenue resulting from currency translation and acquisitions, revenues decreased $27 million (2%) primarily due to a decrease in sales of products purchased from a supplier discussed below and, to a lesser extent, lower demand, 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. This weakness was offset in part by higher sales of consumables which have been less severely affected by economic conditions.

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 and $16 million in the first and second quarters, respectively, of 2009 and the company expects its sales volume of products purchased from the supplier to decrease by approximately $27 million over the remainder of 2009 for a total annualized decrease in revenues of approximately $63 million from 2008.

Operating income margin was 13.6% in the second quarter of 2009 and 14.0% in the second quarter of 2008. The decrease primarily resulted from lower profitability from decreased revenues, offset in part by price increases and productivity improvements, including lower operating costs following restructuring actions and global sourcing initiatives.

Other Expense, Net

The company reported other expense, net, of $27 million and $28 million in the second 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 second quarter of 2009 from $15 million in the same period last year primarily due to lower interest rates on invested cash. Interest expense decreased to $30 million in the second quarter of 2009 from $42 million in the second quarter of 2008 primarily as a result of a reduction in debt and lower interest rates on variable rate debt.

Provision for Income Taxes

The company's effective tax rates were 10.9% and 19.6% in the second 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 company currently expects its tax rate for the full year to be approximately 10% - 12%.

Second Quarter 2009 Compared With Second Quarter 2008 (continued)

Contingent Liabilities

At the end of the second quarter 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.

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 adjustment 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 second quarter and first six months of 2008, as adjusted for adoption of this rule, increased $5 million and $11 million, respectively, over the previously reported amounts.

Second Quarter 2009 Compared With Second Quarter 2008 (continued)

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 adjustment of prior periods to conform to current accounting. Adoption had a nominal effect on the numerator and, for diluted presentation, the denominator in the calculation of earnings per share for all periods presented.

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 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. The rule did not materially affect the company's 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 was effective for the company in the second quarter of 2009, and the additional disclosures required have been made.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." SFAS No. 165 identifies the following: the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This statement is effective for the company's second quarter 2009, and there was no effect from adoption of this standard.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles." Upon its effective date, the "FASB Accounting Standards Codification," or the Codification, is the single source of authoritative nongovernmental generally accepted accounting principles in the U.S. (GAAP). The Codification is effective for interim and annual periods ending after September 15, 2009. The adoption of the Codification will have no impact on the company's financial position or results of operations.

Discontinued Operations

During the second quarter of 2008, the company recorded the reversal of a reserve on a note receivable related to a business divested in 2003, resulting in an after-tax gain of $3 million. The note was collected in July 2008.

First Six Months 2009 Compared With First Six Months 2008 . . .