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Thermo Fisher Scientific
TMO
#117
Rank
$164.25 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$442.00
Share price
0.83%
Change (1 day)
6.89%
Change (1 year)
โš•๏ธ Diagnostics and Testing๐Ÿงฌ Biotech๐Ÿ”ฌ Scientific & Technical Instruments
Categories

Thermo Fisher Scientific Inc., also known as Thermo Fisher, is an American technology company based in Waltham, Massachusetts. It describes itself as "the world's largest supplier of scientific applications."

  1. Thermo Fisher Scientific
  2. Quarterly Reports (10-Q)
  3. Submitted on 2026-05-01

Thermo Fisher Scientific - 10-Q quarterly report FY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 28, 2026 or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 1-8002
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its charter)
Delaware04-2209186
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueTMONew York Stock Exchange
1.450% Notes due 2027TMO 27New York Stock Exchange
1.750% Notes due 2027TMO 27BNew York Stock Exchange
Floating Rate Notes due 2027TMO 27DNew York Stock Exchange
0.500% Notes due 2028TMO 28ANew York Stock Exchange
1.375% Notes due 2028TMO 28New York Stock Exchange
1.950% Notes due 2029TMO 29New York Stock Exchange
0.875% Notes due 2031TMO 31New York Stock Exchange
2.375% Notes due 2032TMO 32New York Stock Exchange
3.650% Notes due 2034TMO 34New York Stock Exchange
3.628% Notes due 2035TMO 35ANew York Stock Exchange
2.875% Notes due 2037TMO 37New York Stock Exchange
1.500% Notes due 2039TMO 39New York Stock Exchange
1.875% Notes due 2049TMO 49New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒                                              Accelerated filer ☐                                       Non-accelerated filer ☐
Smaller reporting company ☐                                      Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
As of March 28, 2026, the Registrant had 371,621,465 shares of Common Stock outstanding.



THERMO FISHER SCIENTIFIC INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 28, 2026
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
3
3
4
5
6
7
8
Note 1. Nature of Operations and Summary of Significant Accounting Policies
8
Note 2. Supplemental Balance Sheet Information
9
Note 3. Debt and Other Financing Arrangements
9
Note 4. Fair Value Measurements
12
Note 5. Commitments and Contingencies
14
Note 6. Supplemental Income Statement Information
15
Note 7. Income Taxes
17
Note 8. Comprehensive Income/(Loss) and Shareholders' Equity
17
Note 9. Supplemental Cash Flow Information
18
Note 10. Derivatives
18
Note 11. Business Segment Information
19
Note 12. Acquisitions and Divestiture
21
24
31
31
PART II - OTHER INFORMATION
31
31
31
   
32
32

2

THERMO FISHER SCIENTIFIC INC.


PART I    FINANCIAL INFORMATION
Item 1.    Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 March 28,December 31,
(In millions except share and per share amounts)20262025
Assets
Current assets:
Cash and cash equivalents$3,254 $9,852 
Short-term investments2 253 
Accounts receivable, less allowances of $149 and $147
9,204 8,900 
Inventories5,496 5,425 
Contract assets, net1,684 1,666 
Other current assets2,677 2,612 
Total current assets22,316 28,707 
Property, plant and equipment, net10,658 10,565 
Acquisition-related intangible assets, net19,146 15,838 
Other assets5,973 5,871 
Goodwill55,187 49,362 
Total assets$113,281 $110,343 
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations$3,090 $3,533 
Accounts payable3,344 3,622 
Accrued payroll and employee benefits1,565 1,995 
Contract liabilities2,928 2,710 
Other accrued expenses3,694 3,329 
Total current liabilities14,621 15,189 
Deferred income taxes2,107 1,493 
Other long-term liabilities4,421 4,273 
Long-term obligations40,071 35,852 
Redeemable noncontrolling interest121 122 
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
— — 
Common stock, $1 par value, 1,200,000,000 shares authorized; 445,473,074 and 445,160,301 shares issued
445 445 
Capital in excess of par value18,713 18,563 
Retained earnings60,632 59,156 
Treasury stock at cost, 73,851,609 and 68,938,831 shares
(25,360)(22,309)
Accumulated other comprehensive income/(loss)(2,497)(2,448)
Total Thermo Fisher Scientific Inc. shareholders’ equity51,934 53,407 
Noncontrolling interests7 7 
Total equity51,940 53,415 
Total liabilities, redeemable noncontrolling interest and equity$113,281 $110,343 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

THERMO FISHER SCIENTIFIC INC.


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended
March 28,March 29,
(In millions except per share amounts)20262025
Revenues
Product revenues
$6,277 $5,980 
Service revenues
4,728 4,384 
Total revenues
11,005 10,364 
Costs and operating expenses:
Cost of product revenues
3,261 3,125 
Cost of service revenues
3,314 3,004 
Selling, general and administrative expenses
2,181 2,078 
Research and development expenses
336 342 
Restructuring and other costs
49 98 
Total costs and operating expenses
9,142 8,648 
Operating income1,863 1,716 
Interest income233 203 
Interest expense(354)(303)
Other income/(expense)
(9)3 
Income before income taxes
1,734 1,620 
Benefit from/(provision for) income taxes
(70)(95)
Equity in earnings/(losses) of unconsolidated entities(8)(14)
Net income1,656 1,511 
Less: net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest5 4 
Net income attributable to Thermo Fisher Scientific Inc.$1,651 $1,507 
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic$4.44 $3.99 
Diluted$4.43 $3.98 
Weighted average shares
Basic372 378 
Diluted373 379 

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

4

THERMO FISHER SCIENTIFIC INC.


 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 Three months ended
 March 28,March 29,
(In millions)20262025
Comprehensive income/(loss)
Net income$1,656 $1,511 
Other comprehensive income/(loss):
Cumulative translation adjustment:
Cumulative translation adjustment (net of tax provision (benefit) of $27 and $(207))
(58)360 
Unrealized gains/(losses) on hedging instruments:
Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $0 and $0)
1 1 
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $(1) and $1)
2 (3)
Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $0 and $0)
1 1 
Total other comprehensive income/(loss)(55)358 
Comprehensive income/(loss)
1,601 1,869 
Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest(1)8 
Comprehensive income attributable to Thermo Fisher Scientific Inc.$1,602 $1,861 

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

5

THERMO FISHER SCIENTIFIC INC.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three months ended
 March 28,March 29,
(In millions)20262025
Operating activities
Net income
$1,656 $1,511 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment
306 276 
Amortization of acquisition-related intangible assets
430 429 
Change in deferred income taxes
(258)(279)
Stock-based compensation
83 75 
Other net non-cash expenses88 135 
Changes in assets and liabilities, excluding the effects of acquisitions(1,112)(1,425)
Net cash provided by operating activities
1,192 723 
Investing activities  
Purchases of property, plant and equipment(376)(362)
Proceeds from sale of property, plant and equipment
9 12 
Proceeds from cross-currency interest rate swap interest settlements96 87 
Acquisitions, net of cash acquired(8,872)— 
Purchases of investments(14)(264)
Proceeds from sales and maturities of investments250 2 
Other investing activities, net
(55)(1)
Net cash used in investing activities
(8,961)(527)
Financing activities
Net proceeds from issuance of debt
5,238 2,840 
Repayment of debt
(1,412)(838)
Proceeds from issuance of commercial paper
389 — 
Purchases of company common stock
(3,000)(2,000)
Dividends paid
(162)(149)
Other financing activities, net
39 45 
Net cash provided by (used in) financing activities
1,093 (102)
Exchange rate effect on cash78 37 
Increase/(decrease) in cash, cash equivalents and restricted cash
(6,599)132 
Cash, cash equivalents and restricted cash at beginning of period
9,879 4,040 
Cash, cash equivalents and restricted cash at end of period
$3,280 $4,172 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

THERMO FISHER SCIENTIFIC INC.


CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(Unaudited)

 Redeemable Noncontrolling InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive Income/(Loss)Total
Thermo Fisher Scientific Inc. Shareholders’ Equity		Noncontrolling InterestsTotal Equity
(In millions)SharesAmountSharesAmount
Three months ended March 28, 2026
Balance at December 31, 2025$122 445 $445 $18,563 $59,156 69 $(22,309)$(2,448)$53,407 $7 $53,415 
Issuance of shares under stock plans
— — — 66 — — (22)— 44 — 44 
Stock-based compensation
— — — 83 — — — — 83 — 83 
Purchases of company common stock
— — — — — 5 (3,000)— (3,000)— (3,000)
Dividends declared ($0.47 per share)
— — — — (175)— — — (175)— (175)
Net income/(loss)
4 — — — 1,651 — — — 1,651 — 1,651 
Other comprehensive income/(loss)
(6)— — — — — — (49)(49)— (49)
Contributions from (distributions to) noncontrolling interest— — — — — — — — — (1)(1)
Excise tax from stock repurchases— — — — — — (28)— (28)— (28)
Balance at March 28, 2026$121 445 $445 $18,713 $60,632 74 $(25,360)$(2,497)$51,934 $7 $51,940 
Three months ended March 29, 2025
Balance at December 31, 2024$120 444 $444 $17,962 $53,102 63 $(19,226)$(2,697)$49,584 $(33)$49,551 
Issuance of shares under stock plans
— — — 74 — — (24)— 50 — 50 
Stock-based compensation
— — — 75 — — — — 75 — 75 
Purchases of company common stock
— — — — — 4 (2,000)— (2,000)— (2,000)
Dividends declared ($0.43 per share)
— — — — (163)— — — (163)— (163)
Net income/(loss)
5 — — — 1,507 — — — 1,507 — 1,507 
Other comprehensive income/(loss)
3 — — — — — — 354 354 1 355 
Contributions from (distributions to) noncontrolling interest— — — — — — — — — (1)(1)
Excise tax from stock repurchases— — — — — — (18)— (18)— (18)
Balance at March 29, 2025$128 444 $444 $18,111 $54,447 67 $(21,269)$(2,343)$49,390 $(33)$49,357 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.    Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics.
Interim Financial Statements
The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at March 28, 2026, the results of operations for the three-month periods ended March 28, 2026 and March 29, 2025, and the cash flows for the three-month periods ended March 28, 2026 and March 29, 2025. Interim results are not necessarily indicative of results for a full year.
The condensed consolidated balance sheet presented as of December 31, 2025, has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. Certain reclassifications of prior year amounts have been made to conform to the current year presentation.
Note 1 to the consolidated financial statements for 2025 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the company’s significant accounting policies during the three months ended March 28, 2026.
Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Actual results could differ from those estimates.
Recent Accounting Pronouncements
The following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact on the company's financial statements or disclosures.
StandardDescriptionAdoption timing and approachImpact of adoption or other significant matters
Standards recently adopted
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.2025 annual report and interim periods thereafter using a prospective method.Increased annual disclosures in Notes 7 and 9
Standards not yet adopted
ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
New guidance to disclose specified information about certain costs and expenses.2027 annual report and interim periods thereafter using a prospective or retrospective method.Will increase disclosures in Note 6
8

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
StandardDescriptionAdoption timing and approachImpact of adoption or other significant matters
ASU No. 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
Among other things, new guidance to modernize the accounting for costs to develop software for internal use.2028 annual report and interim periods thereafter using a prospective, retrospective, or modified transition method; early adoption is permitted.Currently evaluating adoption impact, timing, and method
ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities
Among other things, establishes guidance for the recognition, measurement, and presentation of government grants.2029 using a retrospective, modified retrospective, or modified prospective approach; early adoption is permitted.Currently evaluating adoption impact, timing, and method
Note 2.    Supplemental Balance Sheet Information
Inventories
The components of inventories are as follows:
(In millions)March 28, 2026December 31, 2025
Raw materials$1,925 $1,877 
Work in process942 889 
Finished goods2,629 2,659 
Inventories$5,496 $5,425 
Contract-related Balances
Contract asset and liability balances are as follows:
(In millions)March 28, 2026December 31, 2025
Current contract assets, net$1,684 $1,666 
Noncurrent contract assets, net1 1 
Current contract liabilities2,928 2,710 
Noncurrent contract liabilities1,034 1,183 
In the three months ended March 28, 2026, the company recognized revenues of $1.29 billion that were included in the contract liabilities balance at December 31, 2025. In the three months ended March 29, 2025, the company recognized revenues of $1.36 billion that were included in the contract liabilities balance at December 31, 2024.
Remaining Performance Obligations
The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of March 28, 2026, was $29.41 billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately 52% of which is expected to occur within the next twelve months. Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years.
Note 3.    Debt and Other Financing Arrangements
The company’s debt and other financing arrangements are as follows:
Effective interest rate at March 28,March 28,December 31,
(Dollars in millions)202620262025
Commercial Paper3.87 %$393 $— 
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)
— 587 
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)
— 822 
4.953% 3-Year Senior Notes, Due 8/10/2026
5.15 %600 600 
0.832% 1.5-Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)
1.13 %513 517 
9

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Effective interest rate at March 28,March 28,December 31,
(Dollars in millions)202620262025
5.00% 3-Year Senior Notes, Due 12/5/2026
5.25 %1,000 1,000 
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)
1.66 %575 587 
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)
1.97 %691 705 
1.054% 5-Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)
1.18 %180 184 
4.80% 5-Year Senior Notes, Due 11/21/2027
5.00 %600 600 
Floating Rate (EURIBOR + 0.280%) 2-Year Senior Notes, Due 12/1/2027 (euro-denominated)
2.52 %1,151 1,175 
0.790% 3-Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)
1.34 %110 111 
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)
0.77 %921 940 
1.6525% 4-Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)
1.79 %413 416 
0.77% 5-Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)
0.90 %181 185 
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)
1.46 %691 705 
1.75% 7-Year Senior Notes, Due 10/15/2028
1.89 %700 700 
5.00% 5-Year Senior Notes, Due 1/31/2029
5.24 %1,000 1,000 
1.125% 4-Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)
1.26 %394 397 
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)
2.08 %806 822 
2.60% 10-Year Senior Notes, Due 10/1/2029
2.74 %900 900 
1.279% 7-Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)
1.44 %29 30 
1.120% 5-Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)
1.25 %293 295 
4.977% 7-Year Senior Notes, Due 8/10/2030
5.12 %750 750 
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)
0.89 %2,014 2,056 
4.215% 5-Year Senior Notes, Due 2/12/2031
4.41 %1,000 — 
4.200% 5.5-Year Senior Notes Due 3/1/2031
4.41 %500 500 
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)
1.13 %1,036 1,057 
2.00% 10-Year Senior Notes, Due 10/15/2031
2.23 %1,200 1,200 
1.8401% 8-Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)
1.92 %519 524 
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)
2.55 %691 705 
4.473% 7-Year Senior Notes, Due 10/7/2032
4.62 %750 750 
1.49% 10-Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)
1.60 %39 40 
4.95% 10-Year Senior Notes, Due 11/21/2032
5.09 %600 600 
1.4175% 8-Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)
1.49 %438 442 
4.550% 7.3-Year Senior Notes, Due 6/15/2033
4.73 %750 — 
5.086% 10-Year Senior Notes, Due 8/10/2033
5.20 %1,000 1,000 
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)
1.21 %1,726 1,762 
5.20% 10-Year Senior Notes, Due 1/31/2034
5.34 %500 500 
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)
3.76 %863 881 
1.50% 12-Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)
1.58 %134 137 
4.794% 10-Year Senior Notes, Due 10/7/2035
4.91 %750 750 
3.628% 10-Year Senior Notes, Due 12/1/2035 (euro-denominated)
3.70 %1,266 1,292 
4.902% 10-Year Senior Notes, Due 2/12/2036
5.02 %1,300 — 
1.76% 10-Year Senior Notes, Due 3/3/2036 (Swiss franc-denominated)
1.81 %363 — 
2.0375% 12-Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)
2.10 %407 410 
1.520% 12-Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)
1.56 %389 392 
1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)
1.71 %269 271 
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)
2.94 %806 822 
10

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Effective interest rate at March 28,March 28,December 31,
(Dollars in millions)202620262025
4.894% 12-Year Senior Notes, Due 10/7/2037
5.00 %500 500 
1.90% 12-Year Senior Notes, Due 3/3/2038 (Swiss franc-denominated)
1.95 %314 — 
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)
1.73 %1,036 1,057 
2.01% 15-Year Senior Notes, Due 3/3/2041 (Swiss franc-denominated)
2.05 %357 — 
2.80% 20-Year Senior Notes, Due 10/15/2041
2.90 %1,200 1,200 
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)
1.78 %1,439 1,468 
2.069% 20-Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)
2.13 %91 93 
5.404% 20-Year Senior Notes, Due 8/10/2043
5.50 %600 600 
2.02% 20-Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated)
2.06 %181 185 
5.30% 30-Year Senior Notes, Due 2/1/2044
5.37 %400 400 
1.49% 20-Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)
1.54 %232 233 
1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)
1.95 %169 170 
5.546% 20-Year Senior Notes, Due 2/12/2046
5.64 %750 — 
2.11% 20-Year Senior Notes, Due 3/3/2046 (Swiss franc-denominated)
2.18 %169 — 
4.10% 30-Year Senior Notes, Due 8/15/2047
4.23 %750 750 
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)
1.99 %1,151 1,175 
1.47% 25-Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)
1.49 %409 413 
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)
2.07 %863 881 
2.382% 30-Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)
2.43 %208 212 
2.06% 30-Year Senior Notes, Due 3/3/2056 (Swiss franc-denominated)
2.09 %248 — 
Other 1 1 
Total borrowings at par value
43,267 39,459 
Unamortized discount
(91)(94)
Unamortized debt issuance costs
(229)(194)
Total borrowings at carrying value
42,947 39,172 
Finance lease liabilities
213 213 
Less: Short-term obligations and current maturities
3,090 3,533 
Long-term obligations$40,071 $35,852 
EURIBOR - Euro Interbank Offered Rate
The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.
See Note 4 for fair value information pertaining to the company’s long-term borrowings.
Credit Facilities
The company has a revolving credit facility (the Facility) with a bank group that provides for up to $5.00 billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2028. The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), EURIBOR-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5:1.0 as of the last day of any fiscal quarter. As of March 28, 2026, no borrowings were outstanding under the Facility.
11

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Commercial Paper Programs
The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.
Senior Notes
Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes, quarterly on the euro-denominated floating rate senior note, and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes, and Japanese yen-denominated and Swiss franc-denominated private placement notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of the Japanese yen-denominated and Swiss franc-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants related to its senior notes at March 28, 2026.
Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of March 28, 2026, included in the table above (collectively, the “Euronotes”) in registered public offerings: the Floating Rate Senior Notes due 2027, the 0.80% Senior Notes due 2030, the 1.125% Senior Notes due 2033, the 3.628% Senior Notes due 2035, the 1.625% Senior Notes due 2041, and the 2.00% Senior Notes due 2051. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.
Note 4.    Fair Value Measurements
Fair Value Measurements
The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis:
March 28,Quoted
prices in
active
markets		Significant
other
observable
inputs		Significant
unobservable
inputs
(In millions)2026(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents
$137 $137 $— $— 
Investments
110 25 — 85 
Insurance contracts
266 — 266 — 
Derivative contracts
780 — 780 — 
Contingent consideration67 — — 67 
Total assets
$1,362 $163 $1,047 $152 
Liabilities
Derivative contracts
$598 $— $598 $— 
Contingent consideration
168 — — 168 
Total liabilities
$767 $— $598 $168 
12

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31,Quoted
prices in
active
markets		Significant
other
observable
inputs		Significant
unobservable
inputs
(In millions)2025(Level 1)(Level 2)(Level 3)
Assets
Cash equivalents
$6,907 $6,907 $— $— 
Bank time deposits250 250 — — 
Investments
103 27 — 76 
Insurance contracts
280 — 280 — 
Derivative contracts
685 — 685 — 
Contingent consideration67 — — 67 
Total assets
$8,292 $7,184 $966 $143 
Liabilities
Derivative contracts
$506 $— $506 $— 
Contingent consideration
16 — — 16 
Total liabilities
$522 $— $506 $16 
In the three-month periods ended March 28, 2026, and March 29, 2025, the company recorded $(1) million and $2 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.
The following table provides a rollforward of investments classified as level 3:
Three months ended
(In millions)March 28, 2026March 29, 2025
Investments
Beginning balance$76 $21 
Purchases9 11 
Ending balance$85 $31 
The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of a qualifying transaction), of the contingent consideration asset:
Three months ended
(In millions)March 28, 2026
Contingent consideration asset
Beginning balance
$67 
Changes in fair value included in earnings
1 
Ending balance
$67 
The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration liabilities.
Three months ended
(In millions)March 28, 2026March 29, 2025
Contingent consideration liabilities
Beginning balance$16 $13 
Acquisitions (including assumed balances)153 — 
Changes in fair value included in earnings— 1 
Ending balance$168 $13 
13

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fair Value of Other Financial Instruments
The carrying value and fair value of the company’s debt instruments are as follows:
March 28, 2026December 31, 2025
(In millions)Carrying valueFair valueCarrying valueFair value
Senior notes
$42,554 $39,354 $39,171 $36,606 
Commercial paper
393 393 — — 
Other
1 1 1 1 
$42,947 $39,747 $39,172 $36,607 
The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.
Note 5.    Commitments and Contingencies
Environmental Matters
The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At March 28, 2026, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.
Litigation and Related Contingencies
The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in these interim financial statements and notes, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows.
Product Liability, Workers Compensation and Other Personal Injury Matters
The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. At March 28, 2026, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.
14

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6.    Supplemental Income Statement Information
Disaggregated Revenues
Revenues by type are as follows:
Three months ended
(In millions)March 28, 2026March 29, 2025
Revenues
Consumables
$4,722 $4,354 
Instruments
1,555 1,626 
Services
4,728 4,384 
Consolidated revenues$11,005 $10,364 
Revenues by geographic region based on customer location are as follows:
Three months ended
(In millions)March 28, 2026March 29, 2025
Revenues
North America
$5,705 $5,513 
Europe
2,957 2,624 
Asia-Pacific
1,970 1,891 
Other regions
372 337 
Consolidated revenues$11,005 $10,364 
Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions.
Revenues by business are as follows:
Three months ended
(In millions)
March 28, 2026March 29, 2025
Revenues


Biosciences
$981 $993 
Genetic sciences
655 677 
BioProduction
893 671 
Other
107 — 
Life Sciences Solutions
2,636 2,341 
Chromatography and mass spectrometry
798 773 
Chemical analysis
285 286 
Electron microscopy
633 659 
Analytical Instruments
1,716 1,718 
Clinical diagnostics
271 263 
ImmunoDiagnostics
230 217 
Microbiology
160 152 
Transplant diagnostics
121 113 
Healthcare market channel
430 474 
Elimination of intrasegment revenues
(71)(72)
Specialty Diagnostics
1,142 1,148 
Laboratory products
569 582 
Research and safety market channel
1,827 1,727 
Pharma services
1,741 1,607 
Clinical research
2,128 1,939 
Elimination of intrasegment revenues and other
(228)(214)
Laboratory Products and Biopharma Services
6,036 5,640 
Elimination of intersegment revenues
(524)(482)
Consolidated revenues$11,005 $10,364 
15

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restructuring and Other Costs
In the first three months of 2026, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters. In 2026, severance actions associated with facility consolidations and cost reduction measures affected less than 1% of the company’s workforce.
As of May 1, 2026, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $290 million, primarily in 2026, and expects to identify additional actions in future periods.
Restructuring and other costs are as follows:
Three months ended
(In millions)March 28, 2026
Life Sciences Solutions
$9 
Analytical Instruments
4 
Laboratory Products and Biopharma Services
33 
Corporate
3 
$49 
The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets. Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table.
(In millions)Total (a)
Balance at December 31, 2025$70 
Net restructuring charges incurred in 2026 (b)
34 
Payments
(37)
Currency translation and other(2)
Balance at March 28, 2026$65 
(a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.
(b)Excludes $15 million of net charges, principally $14 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services segment.
The company expects to pay accrued restructuring costs primarily through 2026.
Earnings per Share
The company’s earnings per share are as follows:
Three months ended
March 28,March 29,
(In millions except per share amounts)20262025
Net income attributable to Thermo Fisher Scientific Inc.$1,651 $1,507 
Basic weighted average shares372 378 
Plus effect of: stock options and restricted stock units1 1 
Diluted weighted average shares373 379 
Basic earnings per share$4.44 $3.99 
Diluted earnings per share$4.43 $3.98 
Antidilutive stock options excluded from diluted weighted average shares
3 3 
16

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7.    Income Taxes
The provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following:
Three months ended
(Dollars in millions)March 28, 2026March 29, 2025
U.S. federal statutory tax rate$364 21.0 %$340 21.0 %
State and local income taxes, net of federal income tax effect21 1.2 %14 0.8 %
Foreign tax effects(150)(8.7)%(43)(2.6)%
Effect of changes in tax laws or rates enacted in the current period— 0.0 %2 0.1 %
Effect of cross-border tax laws59 3.4 %19 1.2 %
Tax credits(46)(2.6)%(45)(2.8)%
Changes in valuation allowances— 0.0 %(28)(1.7)%
Nontaxable or nondeductible items— 0.0 %(8)(0.5)%
Changes in unrecognized tax benefits1 0.0 %(28)(1.7)%
Other adjustments(179)(10.3)%(128)(7.9)%
Effective tax rate$70 4.0 %$95 5.8 %
In the first three months of 2026 and 2025, the company recorded deferred tax benefits from the recognition of a tax attribute related to domestication transactions of $175 million and $125 million, respectively, included in Other adjustments above.
The company has operations and a taxable presence in approximately 70 countries outside the U.S. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different than the U.S. federal statutory rate.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. The OBBBA made changes to certain US corporate tax provisions which are effective beginning in 2026. The enactment of the OBBBA does not have a material impact on the results from operations for the current year or future years.
Unrecognized Tax Benefits
As of March 28, 2026, the company had $0.42 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
(In millions)2026
Balance at beginning of year
$419 
Additions for tax positions of current year
1 
Balance at end of period
$420 
Note 8.    Comprehensive Income/(Loss) and Shareholders' Equity
Comprehensive Income/(Loss)
Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows:
(In millions)Cumulative
translation
adjustment		Unrealized
gains/(losses) on
hedging
instruments		Pension and
other
postretirement
benefit
liability
adjustment		Total
Three months ended March 28, 2026
Balance at December 31, 2025$(2,181)$(23)$(245)$(2,448)
Other comprehensive income/(loss) before reclassifications
(58)— 2 (57)
Amounts reclassified from accumulated other comprehensive income/(loss)
6 1 1 8 
Net other comprehensive income/(loss)
(53)1 3 (49)
Balance at March 28, 2026$(2,234)$(22)$(242)$(2,497)
17

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9.    Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
 Three months ended
(In millions)March 28, 2026March 29, 2025
Non-cash investing and financing activities
Acquired but unpaid property, plant and equipment
$206 $173 
Declared but unpaid dividends
177 164 
Issuance of stock upon vesting of restricted stock units
62 65 
Excise tax from stock repurchases
28 18 
Cash, cash equivalents and restricted cash is included in the accompanying balance sheet as follows:
(In millions)March 28, 2026December 31, 2025
Cash and cash equivalents$3,254 $9,852 
Restricted cash included in other current assets4 5 
Restricted cash included in other assets22 22 
Cash, cash equivalents and restricted cash$3,280 $9,879 
Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees, pension related deposits, and incoming cash in China awaiting government administrative clearance.
Note 10.    Derivatives
Derivative Contracts
The following table provides the aggregate notional value of outstanding derivative contracts.
(In millions)March 28, 2026December 31, 2025
Notional amount
Cross-currency interest rate swaps designated as net investment hedge - euro$— $1,000 
Cross-currency interest rate swaps designated as net investment hedge - Japanese yen4,650 4,650 
Cross-currency interest rate swaps designated as net investment hedge - Swiss franc8,800 5,000 
Currency exchange contracts1,286 2,248 
While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet. The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income.
 Fair value – assetsFair value – liabilities
 March 28,December 31,March 28,December 31,
(In millions)2026202520262025
Derivatives designated as hedging instruments
Cross-currency interest rate swaps
$778 $684 $597 $504 
Derivatives not designated as hedging instruments
Currency exchange contracts
2 2 1 2 
Total derivatives$780 $685 $598 $506 

18

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table provides information on the company’s derivative positions subject to master netting arrangements, presented on a net basis, had the company elected to offset the asset and liability balances of its positions in the consolidated balance sheets:
 Fair value – assetsFair value – liabilities
 March 28,December 31,March 28,December 31,
(In millions)2026202520262025
Gross amounts recognized in the consolidated balance sheets$780 $685 $598 $506 
Gross amounts subject to offset in master netting arrangements not offset in the consolidated balance sheets(444)(319)(444)(319)
Total derivatives, net$337 $366 $155 $187 
The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other current assets, other assets, other current liabilities, or other long-term liabilities. The fair value of the currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.
 Gain/(loss) recognized
Three months ended
March 28,March 29,
(In millions)20262025
Derivatives designated as cash flow hedges
Interest rate swaps
Amount reclassified from accumulated other comprehensive income/(loss) to interest expense$(1)$(1)
Financial instruments designated as net investment hedges
Foreign currency-denominated debt and other payables
Included in cumulative translation adjustment within other comprehensive income/(loss)
222 (450)
Cross-currency interest rate swaps
Included in cumulative translation adjustment within other comprehensive income/(loss)
(55)(119)
Included in interest expense
97 68 
Derivatives not designated as hedging instruments
Currency exchange contracts
Included in cost of product revenues
1 1 
Included in other income/(expense)
7 10 
Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.
See Note 1 to the consolidated financial statements for 2025 included in the company’s Annual Report on Form 10-K for additional information on the company’s risk management objectives and strategies.
Note 11.    Business Segment Information
Business Segment Information
The company’s financial performance is reported in four segments. During 2026, there have been no changes to the company’s basis of segmentation or in the basis of measurement of segment income. Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses, as well as elimination of intersegment and intrasegment profits. Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period.
19

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2026
Three months ended March 28, 2026
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$2,219 $1,667 $1,124 $5,995 $11,005 
Intersegment revenues417 49 18 41 524 
2,636 1,716 1,142 6,036 11,529 
Elimination of intersegment revenues
(524)
Consolidated revenues
$11,005 
Segment Income
Cost of revenues1,004 876 657 4,757 
Selling, general, and administrative expenses496 313 177 597 
Research and development expenses131 139 44 15 
Other segment items50 34 (49)(110)
Segment income
954 355 313 778 2,399 
Unallocated amounts
Cost of revenues adjustments
(14)
Selling, general and administrative expenses adjustments
(43)
Restructuring and other costs
(49)
Amortization of acquisition-related intangible assets
(430)
Interest income233 
Interest expense(354)
Other income/(expense)
(9)
Consolidated income before income taxes$1,734 
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$98,434 $3,490 $3,104 $1,332 $6,921 $113,281 
Purchases of property, plant and equipment28 20 36 35 259 376 
Depreciation of property, plant and equipment— 70 26 24 186 306 
20

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2025
Three months ended March 29, 2025
(In millions)Life Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesTotal
Revenues
Revenues from external customers$1,954 $1,677 $1,130 $5,603 $10,364 
Intersegment revenues387 41 18 37 482 
2,341 1,718 1,148 5,640 10,846 
Elimination of intersegment revenues
(482)
Consolidated revenues
$10,364 
Segment Income
Cost of revenues855 835 679 4,410 
Selling, general, and administrative expenses468 313 171 588 
Research and development expenses139 137 45 13 
Other segment items45 33 (51)(103)
Segment income
834 399 304 731 2,269 
Unallocated amounts
Cost of revenues adjustments
(11)
Selling, general and administrative expenses adjustments
(14)
Restructuring and other costs
(98)
Amortization of acquisition-related intangible assets
(429)
Interest income203 
Interest expense(303)
Other income/(expense)
3 
Consolidated income before income taxes$1,620 
(In millions)Unallocated amountsLife Sciences SolutionsAnalytical InstrumentsSpecialty DiagnosticsLaboratory Products and Biopharma ServicesConsolidated
Segment assets$85,272 $3,018 $2,986 $1,298 $6,467 $99,041 
Purchases of property, plant and equipment36 43 44 33 205 362 
Depreciation of property, plant and equipment— 59 24 22 172 276 
Note 12.    Acquisitions and Divestiture
Acquisitions
The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products and services.
Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition.
21

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2026
On March 24, 2026, the company acquired, within the Laboratory Products and Biopharma Services segment, Clario Holdings, Inc., a U.S.-based leading provider of endpoint data solutions for clinical trials. The acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from patient data to improve decision-making, accelerate innovation and drive greater productivity. The goodwill recorded as a result of this business combination is not expected to be tax deductible.
The components of the preliminary purchase price and net assets acquired are as follows:
(In millions)Clario
Purchase price
Cash paid
$5,806 
Debt settled3,180 
Purchase price payable121
Fair value of contingent consideration
110 
Cash acquired
(117)
$9,099 
Net assets acquired
Definite-lived intangible assets
Customer relationships
$2,481 
Product technology
844 
Trade names
19 
Backlog
461 
Goodwill
6,120 
Net other assets/(liabilities)
392 
Contract liabilities
(375)
Deferred tax assets/(liabilities)
(843)
$9,099 
The preliminary allocation of the purchase price for the acquisition of Clario is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, contract liabilities and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions.
In 2026, the company also acquired, within the Analytical Instruments segment, two proteomics software companies including one in the U.S. and one in Germany, further strengthening our mass spectrometry and proteomics software capabilities.
The weighted-average amortization periods for definite-lived intangible assets acquired in 2026 are 20 years for customer relationships, 7 years for product technology, 3 years for trade names, and 3 years for backlog. The weighted-average amortization period for all definite-lived intangible assets acquired in 2026 is 15 years.
22

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2025
On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing. The goodwill recorded as a result of this business combination is not expected to be tax deductible.
The components of the preliminary purchase price and net assets acquired are as follows:
(In millions)Filtration and separation business
Purchase price
Cash paid
$3,939 
Fair value of contingent consideration
(66)
Cash acquired
(9)
$3,865 
Net assets acquired
Property, plant and equipment
$470 
Definite-lived intangible assets
Customer relationships
1,116 
Product technology
388 
Trade names
51 
Goodwill
2,068 
Net other assets/(liabilities)
150 
Deferred tax assets/(liabilities)
(377)
$3,865 
The preliminary allocation of the purchase price for the acquisition of Solventum’s Filtration and Separation business is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, inventory and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions.
In addition, in 2025, the company acquired within the Laboratory Products and Biopharma Services segment, a sterile fill finishing and packaging facility to meet the growing demand from pharma and biotech customers for U.S. manufacturing capacity.
The weighted-average amortization periods for definite-lived intangible assets acquired in 2025 are 18 years for customer relationships, 19 years for product technology, and 15 years for trade names. The weighted-average amortization period for all definite-lived intangible assets acquired in 2025 is 18 years.
Divestiture
On April 27, 2026, the company entered into an agreement to sell its microbiology business to Astorg for approximately $1.075 billion, consisting of cash and a $50 million seller note. The business is part of the Specialty Diagnostics segment. The sale is subject to customary closing conditions and applicable regulatory approvals and is expected to close in the second half of 2026. The assets and liabilities of the microbiology business were as follows as of March 28, 2026:
(In millions)
Current assets$231 
Long-term assets758 
Current liabilities72 
Long-term liabilities59 
23

THERMO FISHER SCIENTIFIC INC.
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, and are often identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” or similar expressions or words with similar meanings. Any statements contained herein that are not statements of historical fact should be considered forward-looking statements.
Forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include, among others, statements regarding:
•financial expectations, including projections of revenues, expenses, margins, earnings, cash flows, liquidity, capital allocation plans, and tax matters;
•operational matters, including business strategies, productivity initiatives, restructuring activities, cost-reduction programs, and new product or service developments;
•market and competitive conditions, including customer demand trends, industry dynamics, pricing, and competitive positioning;
•strategic actions, including planned acquisitions, divestitures, investments, and partnerships;
•legal, regulatory, macroeconomic, geopolitical, public health, supply chain, technology, and cybersecurity developments and their potential impacts on the company; and
•the timing and outcomes of any of the foregoing.
Each forward-looking statement contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is inherently uncertain and involves significant risks, assumptions, and factors that could cause actual results to differ materially from those expressed or implied. Important risks and uncertainties that could cause such differences are detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the Securities and Exchange Commission (SEC).
Forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations speak only as of the dates on which they are made. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, in the event of new information, future developments, or otherwise, except as required by law.
The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles (non-GAAP measures). These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “Non-GAAP Measures” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Certain amounts and percentages reported within this Quarterly Report on Form 10-Q are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.
Overview
Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Biopharma Services.
Consolidated Results
Three months ended
March 28,March 29,
(Dollars in millions except per share amounts)20262025Change
Revenues
$11,005 $10,364 6 %
GAAP operating income1,863 1,716 9 %
GAAP operating income margin16.9 %16.6 %0.3  pt
Adjusted operating income (non-GAAP measure)
2,399 2,269 6 %
Adjusted operating income margin (non-GAAP measure)
21.8 %21.9 %(0.1) pt
GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.4.43 3.98 11 %
Adjusted earnings per share (non-GAAP measure)
5.44 5.15 6 %
24

THERMO FISHER SCIENTIFIC INC.
Organic Revenue Growth
Three months ended
March 28, 2026
Revenue growth6 %
Impact of acquisitions3 %
Impact of currency translation2 %
Organic revenue growth (non-GAAP measure)
1 %
During the first three months of 2026, revenue growth was strong in the pharma and biotech market, with performance driven by strengthening underlying market conditions. Revenues in the academic and government market declined, driven by muted macro conditions in the U.S. and China. Revenue to customers in the industrial and applied market was flat. Revenue to customers in the diagnostics and healthcare market declined. During the first three months of 2026, sales grew slightly in North America and were flat in Europe and Asia-Pacific, with China declining slightly. The first quarter of 2026 was also impacted by one fewer selling day than the first quarter of 2025. Contributions to organic revenue during the first three months of 2026 were led by the Laboratory Products and Biopharma Services segment and, to a lesser extent, the Life Sciences Solutions segment, offset in part by declines in the Analytical Instruments and Specialty Diagnostics segments.
The company continues to execute its proven growth strategy which consists of three pillars:
•High-impact innovation,
•Our trusted partner status with customers, and
•Our unparalleled commercial engine.
GAAP operating income margin and adjusted operating income margin decreased in the first quarter of 2026 due primarily to unfavorable business mix, strategic investments, and the impact of tariffs and related foreign currency effects, largely offset by very strong productivity improvements. The aforementioned decrease in GAAP operating income margin in the first quarter of 2026 was more than offset by lower levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).
The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to the impact of its Practical Process Improvement (PPI) Business System to address inflation, drive cost efficiencies and improve profitability. The benefits of PPI include optimized price realization, reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.
Notable Recent Acquisitions
On March 24, 2026, the company acquired, within the Laboratory Products and Biopharma Services segment, Clario Holdings, Inc., a U.S.-based leading provider of endpoint data solutions for clinical trials. The acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from patient data to improve decision-making, accelerate innovation and drive greater productivity.
On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.
Segment Results
The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 11 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2025. Accordingly, the following segment data are reported on this basis.
25

THERMO FISHER SCIENTIFIC INC.
Three months ended
(Dollars in millions)March 28, 2026March 29, 2025
Revenues
Life Sciences Solutions
$2,636 $2,341 
Analytical Instruments
1,716 1,718 
Specialty Diagnostics
1,142 1,148 
Laboratory Products and Biopharma Services
6,036 5,640 
Eliminations
(524)(482)
Consolidated revenues
$11,005 $10,364 
Life Sciences Solutions
Three months ended
Organic (non-GAAP measure)
(Dollars in millions)March 28,
2026		March 29,
2025		Total
Change		Acquisitions/ DivestituresCurrency
Translation
Revenues$2,636 $2,341 13 %9 %3 %1 %
Segment income954 834 14 %
Segment income margin36.2 %35.6 %0.6  pt
The increase in organic revenues in the first quarter of 2026 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $222 million, which contributed 9 percentage points of reported growth in the segment, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business. The increase in segment income margin resulted primarily from exceptionally strong productivity improvements, offset in part by unfavorable business mix, and the impact from the acquisition of the filtration and separation business.
Analytical Instruments
Three months ended
Organic (non-GAAP measure)
(Dollars in millions)March 28,
2026		March 29,
2025		Total
Change		Acquisitions/ DivestituresCurrency
Translation
Revenues$1,716 $1,718 0 %0 %2 %(2)%
Segment income355 399 (11)%
Segment income margin20.7 %23.2 %(2.5) pt
The decrease in organic revenues in the first quarter of 2026 was driven by muted demand for instruments from academic and government customers in the U.S. and China. On a reported basis, the electron microscopy business declined $27 million, largely offset by $26 million of growth in the chromatography and mass spectrometry business. The decrease in segment income margin was driven by the impacts of tariffs and related foreign exchange, unfavorable business mix, and lower volume, partially offset by productivity improvements.
Specialty Diagnostics
Three months ended
Organic (non-GAAP measure)
(Dollars in millions)March 28,
2026		March 29,
2025		Total
Change		Acquisitions/ DivestituresCurrency
Translation
Revenues$1,142 $1,148 (1)%0 %3 %(3)%
Segment income313 304 3 %
Segment income margin27.4 %26.5 %0.9  pt
The decrease in organic revenues in the first quarter of 2026 was driven by the impact of one fewer selling day in the current year quarter, and strong performance in the prior year quarter. On a reported basis, the healthcare market channel declined $43 million, partially offset by growth across the diagnostics businesses. The increase in segment income margin was driven by strong productivity and favorable impacts of foreign exchange, offset in part by unfavorable volume leverage.
26

THERMO FISHER SCIENTIFIC INC.
Laboratory Products and Biopharma Services
Three months ended
Organic (non-GAAP measure)
(Dollars in millions)March 28,
2026		March 29,
2025		Total
Change		Acquisitions/ DivestituresCurrency
Translation
Revenues$6,036 $5,640 7 %1 %2 %4 %
Segment income778 731 6 %
Segment income margin12.9 %13.0 %(0.1) pt
The increase in organic revenues in the first quarter of 2026 was primarily due to strong growth in the clinical research business and the research and safety market channel. On a reported basis, the clinical research business, pharma services business, and the research and safety market channel grew $189 million, $134 million, and $100 million, respectively, which contributed 3 percentage points, 2 percentage points, and 2 percentage points, respectively, of reported growth in the segment. The decrease in segment income margin was driven by unfavorable business mix, strategic investments and unfavorable impacts of foreign exchange, largely offset by very strong productivity improvements.
Non-operating Items
Three months ended
March 28,March 29,
(Dollars and shares in millions)20262025
Net interest expense
$121 $100 
GAAP other income/(expense)(9)3 
Adjusted other income/(expense) (non-GAAP measure)
(8)2 
GAAP tax rate4.0 %5.8 %
Adjusted tax rate (non-GAAP measure)
10.5 %10.0 %
Weighted average diluted shares373 379 
Net interest expense (interest expense less interest income) in the first three months of 2026 increased due primarily to the increase in debt for general corporate purposes and the company’s capital deployment initiatives, which included financing stock buybacks, paying dividends, and acquiring Clario (Note 12), partially offset by higher average cash, cash equivalents and short-term investments balances when compared to the first three months of 2025. In the first three months of 2026 and 2025, the company’s net interest expense was reduced by approximately $96 million and $67 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).
GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component. GAAP other income/(expense) in the first three months of 2026 and 2025 also includes $(1) million and $1 million, respectively, of net gains/(losses) on investments.
The company’s GAAP and adjusted tax rates in the first quarter of 2026 and 2025 were impacted by $175 million and $125 million, respectively, of deferred tax benefits from the recognition of a tax attribute related to domestication transactions (Note 7).
The effective tax rates in both 2026 and 2025 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.5 billion in 2026.
The company expects its GAAP effective tax rate in 2026 will be between 9% and 11% based on currently forecasted rates of profitability in the countries in which the company conducts business and generates foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 11.5% in 2026.
The company has operations and a taxable presence in approximately 70 countries outside the U.S. Some of these countries have lower tax rates than the U.S. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income.
Weighted average diluted shares decreased in 2026 compared to 2025, primarily due to share repurchases, net of option dilution.
27

THERMO FISHER SCIENTIFIC INC.
Liquidity and Capital Resources
The company’s proven growth strategy has enabled it to generate free cash flow as well as access the capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.
(In millions)March 28, 2026December 31, 2025
Cash and cash equivalents$3,254 $9,852 
Short-term investments2 253 
Total debt43,161 39,384 
Approximately half of the company’s cash balances and cash flows from operations are generated outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S., including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable intercompany transactions, including loans and returns of capital, as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.
The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.
As of March 28, 2026, the company’s short-term obligations and current maturities of long-term obligations totaled $3.09 billion. During the first quarter of 2026, the company amended its revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit to extend the expiration date by one year to January 7, 2028 (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of March 28, 2026, no borrowings were outstanding under the company’s revolving credit facility.
 Three months ended
(In millions)March 28, 2026March 29, 2025
Net cash provided by operating activities
$1,192 $723 
Net cash used in investing activities
(8,961)(527)
Net cash provided by (used in) financing activities
1,093 (102)
Free cash flow (non-GAAP measure)
825 373 
Operating Activities
During the first three months of 2026, cash provided by income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $0.45 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $0.35 billion during the first three months of 2026.
During the first three months of 2025, cash provided by income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $1.19 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $0.65 billion during the first three months of 2025.
Investing Activities
During the first three months of 2026, acquisitions used cash of $8.87 billion. The company’s investing activities also included purchases of $0.38 billion for the purchase of property, plant and equipment for capacity and capability investments.
During the first three months of 2025 the company’s investing activities included purchases of $0.36 billion for the purchase of property, plant and equipment for capacity and capability investments.
The company expects that for all of 2026, expenditures for property, plant and equipment, net of disposals, will be between $1.9 billion and $2.1 billion.
Financing Activities
During the first three months of 2026, issuance of debt and net commercial paper activity provided $5.63 billion of cash. Repayment of debt used cash of $1.41 billion. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (4.9 million shares), and the payment of $0.16 billion in cash dividends. On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first three months of 2026 were under this program. At May 1, 2026, $2.00 billion was available for future repurchases of the company’s common stock under this authorization.
28

THERMO FISHER SCIENTIFIC INC.
During the first three months of 2025, issuance of debt provided $2.84 billion of cash. Repayment of senior notes used cash of $0.84 billion. The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.6 million shares) and the payment of $0.15 billion in cash dividends.
The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments, did not change materially subsequent to December 31, 2025, except in connection with the completion of the Clario acquisition, which occurred on March 24, 2026 (Note 12).
Non-GAAP Measures
In addition to the financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired/divested businesses and the effects of currency translation. We report organic revenue growth because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues. Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.
We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial 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 core operating performance, especially when comparing such results to previous periods, forecasts, 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. To calculate these measures we exclude, as applicable:
•Certain transaction-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction-related third-party costs, changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs.
•Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are not indicative of our normal operating costs.
•Equity in earnings/losses of unconsolidated entities; impairments of long-lived assets; and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, including gains/losses on investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt. We exclude these items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.
•The expense 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 up 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 non-acquisitive peer companies.
•The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods.
We report free cash flow, which is operating cash flow less net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.
The non-GAAP financial measures of the company’s results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or a substitute for the company’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 within the “Consolidated Results” and “Segment Results” sections and below.

29

THERMO FISHER SCIENTIFIC INC.
Three months ended
March 28,March 29,
(Dollars in millions except per share amounts)20262025
Reconciliation of adjusted operating income
GAAP operating income
$1,863 $1,716 
Cost of revenues adjustments (a)
14 11 
Selling, general and administrative expenses adjustments (b)
43 14 
Restructuring and other costs (c)
49 98 
Amortization of acquisition-related intangible assets430 429 
Adjusted operating income (non-GAAP measure)
$2,399 $2,269 
Reconciliation of adjusted operating income margin
GAAP operating income margin16.9 %16.6 %
Cost of revenues adjustments (a)0.1 %0.1 %
Selling, general and administrative expenses adjustments (b)0.4 %0.1 %
Restructuring and other costs (c)0.4 %1.0 %
Amortization of acquisition-related intangible assets3.9 %4.1 %
Adjusted operating income margin (non-GAAP measure)
21.8 %21.9 %
Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)$(9)$3 
Adjustments (d)1 (1)
Adjusted other income/(expense) (non-GAAP measure)
$(8)$2 
Reconciliation of adjusted tax rate
GAAP tax rate4.0 %5.8 %
Adjustments (e)6.5 %4.2 %
Adjusted tax rate (non-GAAP measure)
10.5 %10.0 %
Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.$4.43 $3.98 
Cost of revenues adjustments (a)0.04 0.03 
Selling, general and administrative expenses adjustments (b)0.12 0.04 
Restructuring and other costs (c)0.13 0.26 
Amortization of acquisition-related intangible assets1.15 1.13 
Other income/expense adjustments (d)0.00 0.00 
Income taxes adjustments (e)(0.45)(0.32)
Equity in earnings/losses of unconsolidated entities0.02 0.04 
Adjusted EPS (non-GAAP measure)
$5.44 $5.15 
Reconciliation of free cash flow
GAAP net cash provided by operating activities$1,192 $723 
Purchases of property, plant and equipment(376)(362)
Proceeds from sale of property, plant and equipment9 12 
Free cash flow (non-GAAP measure)
$825 $373 
(a)Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and charges/(credits) for the sale of inventory revalued at the date of acquisition. Adjusted results in 2026 also exclude $3 million of transaction-related costs.
(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs, and charges/credits for changes in estimates of contingent acquisition consideration. Adjusted results in 2026 also exclude $2 million of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.
(c)Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, net charges/credits for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, and abandoned facility and other expenses of headcount reductions and real estate consolidations.
(d)Adjusted results exclude net gains/losses on investments.
(e)Adjusted results exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements.
30

THERMO FISHER SCIENTIFIC INC.
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2025 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first three months of 2026.
Recent Accounting Pronouncements
A description of recently issued accounting standards is included under the heading “Recent Accounting Pronouncements” in Note 1.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4.    Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
The company’s management, with the participation of the company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the company’s chief executive officer and chief financial officer concluded that, as of the end of such period, the company’s disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended March 28, 2026, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.
PART II    OTHER INFORMATION
Item 1.    Legal Proceedings
There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See Note 5 to our Condensed Consolidated Financial Statements under the heading “Commitments and Contingencies.”
Item 1A.    Risk Factors
The risks that we believe are material to our investors are detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 (which is on file with the SEC).
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
A summary of the share repurchase activity for the company’s first quarter of 2026 follows:
PeriodTotal number of shares purchasedAverage price paid per share (1)Total number of shares purchased as part of publicly announced plans or programs (2)Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2)
(in millions)
Fiscal January (Jan. 1 - Jan. 31)4,869,851 $616.04 4,869,851 $2,000 
Fiscal February (Feb. 1 - Feb. 28)— — — 2,000 
Fiscal March (Mar. 1 - Mar. 28)— — — 2,000 
Total first quarter4,869,851 $616.04 4,869,851 $2,000 
(1)    Amounts exclude excise taxes and other transaction costs.
(2)    On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first three months of 2026 were under this program.
31

THERMO FISHER SCIENTIFIC INC.
Item 5.    Other Information
Director and Officer Trading Arrangements
During the three months ended March 28, 2026, no director or executive officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6.    Exhibits
Exhibit
Number		Description of Exhibit
10.1
10.2
10.3
10.4
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Calculation Linkbase Document.
101.DEFXBRL Taxonomy Definition Linkbase Document.
101.LABXBRL Taxonomy Label Linkbase Document.
101.PREXBRL Taxonomy Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
 _______________________
*    Indicates management contract or compensatory plan, contract or arrangement.
**    Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.
32

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:May 1, 2026THERMO FISHER SCIENTIFIC INC.
/s/ James R. Meyer
James R. Meyer
Senior Vice President and Chief Financial Officer
/s/ Joseph R. Holmes
Joseph R. Holmes
Vice President and Chief Accounting Officer

33

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