What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-20 · 340 added, 216 removed, 1542 unchanged (27% of the section changed)

40 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded the filtration and separation business, which was acquired by the company from Solventum Corporation, from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded the filtration and separation business from our audit of internal control over financial reporting.

The filtration and separation business’s total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

2 unchanged sentences

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

As described in Note 7 to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, 2025 was $547 million.

The Company has deferred tax liabilities, net, of $338 million (including a valuation allowance of $1,043 million) and unrecognized tax benefits of $525 million as of December 31, 2024.

The Company has deferred tax assets, net, of $249 million (including a valuation allowance of $3,561 million) and unrecognized tax benefits of $419 million as of December 31, 2025.

As disclosed by management, the Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and non-U.S.

tax authorities, as well as to tax agreements and treaties among these governments.

Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits.

Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and to use estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits.

Management assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date.

7 unchanged sentences

These procedures included testing the effectiveness of controls relating to the provision for income taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits.

determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures.

These procedures also included, among others (i) testing the accuracy of the provision for income taxes, including the rate reconciliation and permanent and temporary differences, (ii) evaluating whether the data utilized in the calculations of the provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits were appropriate and consistent with evidence obtained in other areas of the audit, (iii) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis, (iv) evaluating the identification of liabilities for unrecognized tax benefits and the reasonableness of the more likely than not determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management’s judgments and estimates related to the application of foreign and domestic tax laws and regulations.

84 unchanged sentences

Net income 6,721 6,338 5,955

net income (losses) attributable to noncontrolling interests and redeemable noncontrolling interest 3 ( 40 ) 10

net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest 17 3 ( 40 )

Net income attributable to Thermo Fisher Scientific Inc.

9 unchanged sentences

(In millions) 2025 2024 2023

Comprehensive income

Comprehensive income/(loss)

$ 6,721 $ 6,338 $ 5,955

Other comprehensive income/(loss):

Currency translation adjustment:

Currency translation adjustment (net of tax provision (benefit) of $ 317 , $( 134 ) and $ 173 )

Cumulative translation adjustment:

Cumulative translation adjustment (net of tax provision (benefit) of $( 386 ), $ 317 and $( 134 ))

223 525 ( 69 )

Reclassification adjustment for losses included in net income

Unrealized gains and losses on hedging instruments:

6 unchanged sentences

250 520 ( 133 )

Comprehensive income

Comprehensive income/(loss)

6,970 6,858 5,822

58 unchanged sentences

Other financing activities, net

Net cash used in financing activities

Net cash provided by/(used in) financing activities

1,801 ( 6,792 ) ( 3,622 )

1 unchanged sentence

267 ( 91 ) ( 82 )

(Decrease) increase in cash, cash equivalents and restricted cash

Increase/(decrease) in cash, cash equivalents and restricted cash

5,839 ( 4,057 ) ( 440 )

6 unchanged sentences

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Items Total

Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Income/(Loss) Total

Thermo Fisher Scientific Inc.

15 unchanged sentences

Contributions from (distributions to) noncontrolling interests ( 14 ) — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — ( 28 ) — ( 28 ) — ( 28 )

Balance at December 31, 2023 118 442 442 17,286 47,364 56 ( 15,133 ) ( 3,224 ) 46,735 ( 11 ) 46,724

28 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 24 ) — ( 24 ) — ( 24 )

— — — — — — — — — 42 42

Balance at December 31, 2025 $ 122 445 $ 445 $ 18,563 $ 59,156 69 $ ( 22,309 ) $ ( 2,448 ) $ 53,407 $ 7 $ 53,415

22 unchanged sentences

Cash equivalents consists principally of money market funds and other marketable securities purchased with a remaining maturity of three months or less.

These investments are carried at cost, which approximates market value (see Note 4).

These investments are carried at cost, which approximates market value (Note 4).

Inventories are valued at the lower of cost or net realizable value, cost being determined by the first-in, first-out (FIFO) method.

2 unchanged sentences

The company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value.

Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in cost of revenues in the accompanying statement of income.

Contract-related Balances

1 unchanged sentence

The company maintains allowances for doubtful accounts for estimates of expected losses resulting from the inability of its customers to pay amounts due.

The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable.

The allowance for credit losses is the company’s best estimate of the amount of probable credit losses in existing accounts receivable.

The company determines the allowance based on history of similarly aged receivables, the creditworthiness of the customer, reasons for delinquency, current economic conditions, expectations associated with future events and circumstances where reasonable and supportable forecasts are available and any other information that is relevant to the judgment.

10 unchanged sentences

Contract assets and liabilities are presented on a net basis in the consolidated balance sheet if they arise from different performance obligations in the same contract.

Noncurrent contract assets and noncurrent contract liabilities are included within other assets and other long-term liabilities in the accompanying balance sheet, respectively (see Note 2).

Noncurrent contract assets and noncurrent contract liabilities are included within other assets and other long-term liabilities in the accompanying balance sheets, respectively (Note 2).

Property, Plant and Equipment

3 unchanged sentences

buildings and improvements, 25 to 40 years;

machinery and equipment (including software), 3 to 10 years;

machinery and equipment, 8 to 10 years;

internal use software, 3 to 5 years;

and leasehold improvements, the shorter of the term of the lease or the life of the asset.

When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the accompanying statement of income.

Acquisition-related Intangible Assets

Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, tradenames, backlog and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range up to 20 years.

The company reviews these intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets.

Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, trade names, backlog and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range up to 20 years.

The company uses the income approach to initially measure acquired customer relationships for which the key assumptions are typically estimated customer attrition rates and discount rates.

The company reviews intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets.

When impairment indicators exist, the company determines whether the carrying value of its intangible assets exceeds the related undiscounted cash flows.

In these situations, the carrying value is written down to fair value.

In addition, the company has tradenames that have indefinite lives and which are not amortized.

In addition, the company has trade names that have indefinite lives and which are not amortized.

Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired.

1 unchanged sentence

If the company determines that the fair value of the indefinite-lived intangible asset is more likely than not greater than its carrying amount, no additional testing is necessary.

If not, or if the company bypasses the optional qualitative assessment, it writes the carrying value down to the fair value, if applicable.

If not, or if the company bypasses the optional qualitative assessment, it writes the carrying value down to the fair value, if applicable (Note 2).

Investments include marketable securities, such as marketable equity securities, available for sale debt securities, and bank time deposits with maturities greater than three months, equity method investments, and non-marketable equity investments.

3 unchanged sentences

The company accounts for investments in businesses using the equity method when it has the ability to exercise significant influence but not control (generally between 20% and 50% ownership), is not the primary beneficiary and has not elected the fair value option.

The company has elected the fair value option of accounting for certain of its investments with readily determinable fair values that would otherwise be accounted for under the equity method (see Note 2).

The company’s share of gains and losses in, and impairments of, equity method investments are recorded in equity in earnings/(losses) of unconsolidated entities.

2 unchanged sentences

All gains and losses on non-equity method investments are recognized in other income/(expense).

Other assets in the accompanying balance sheet include operating lease right-of-use assets, investments, deferred tax assets, pension assets, insurance recovery receivables related to product liability matters, certain intangible assets and other assets.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The company assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

5 unchanged sentences

The company would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (limited to the amount of goodwill).

The company determined that no impairments existed in 2024, 2023 or 2022.

The company determined that no impairments existed in 2025, 2024 or 2023 (Note 2).

Fair Value Measurements

5 unchanged sentences

The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates.

The company initially measures the fair value of acquisition-related contingent consideration based on amounts expected to be transferred (probability-weighted) discounted to present value.

Changes to the fair values of contingent consideration are recorded in selling, general and administrative expense.

The company initially measures acquisition-related contingent consideration at fair value.

Changes to the fair values of contingent consideration are recorded in selling, general and administrative expenses.

The company determines the fair value of its equity method and non-marketable equity investments that are not eligible for the NAV practical expedient by considering factors such as financial position, operating results and cash flows of the investee;

1 unchanged sentence

significant recent events affecting the investee;

the price paid by Thermo Fisher;

among others.

the price paid by the company;

among others (Note 4).

Loss Contingencies

11 unchanged sentences

Accrual estimates are adjusted as additional information becomes known or payments are made.

The amount of ultimate loss may differ from these estimates.

The amount of ultimate loss may differ from these estimates (Note 5).

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Warranty Obligations

3 unchanged sentences

Costs of service contracts are recognized as incurred.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Translation

1 unchanged sentence

dollar currencies are translated at period-end exchange rates.

Resulting translation adjustments are reflected in the “accumulated other comprehensive items” component of shareholders’ equity.

Revenues and expenses are translated at average exchange rates for the period.

Resulting translation adjustments are reflected in the “accumulated other comprehensive income/(loss)” component of shareholders’ equity.

Revenues and expenses are translated at average exchange rates for the period (Note 6).

Revenue Recognition

24 unchanged sentences

These include costs that represent amounts under contractual obligations that exist prior to the restructuring plan communication date and will either continue after the restructuring plan is completed with no economic benefit or result in a penalty to cancel a contractual obligation.

Such costs are recognized when incurred, which generally occurs at the contract termination or over the period from when a plan to abandon a leased facility is approved through the cease-use date but charges may continue over the remainder of the original contractual period.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Transactions

Foreign currency-denominated monetary assets and liabilities are measured at the end of each reporting period using the exchange rates at that date.

The resulting foreign currency transaction gains/(losses) are classified in cost of product revenue or cost of service revenue if the transaction relates to an operating activity.

All other foreign currency transaction gains/(losses) are generally classified in other income/(expense).

Accounting for financial instruments designated as net investment hedges is discussed below.

Earnings per Share

1 unchanged sentence

by the weighted average number of shares outstanding during the year.

Except where the result would be antidilutive to net income

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

attributable to Thermo Fisher Scientific Inc., diluted earnings per share has been computed using the treasury stock method for outstanding stock options and restricted units (see Note 6).

Except where the result would be antidilutive to net income attributable to Thermo Fisher Scientific Inc., diluted earnings per share has been computed using the treasury stock method for outstanding stock options and restricted units (Note 6).

The company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.

A valuation allowance is provided for tax assets that will more likely than not go unused.

The financial statements reflect expected future tax consequences of uncertain tax positions that the company has taken or expects to take on a tax return presuming the taxing authorities’ full knowledge of the positions and all relevant facts, but without discounting for the time value of money (see Note 7).

In situations in which the company has been able to determine that its deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences or expected future taxable income.

Derivative Contracts

2 unchanged sentences

The company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value.

If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive items until the hedged item is recognized in earnings.

Derivatives that are not designated as hedges are recorded at fair value through earnings.

If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income/(loss) until the hedged item is recognized in earnings.

Derivatives that are not designated as hedges are recorded at fair value through earnings together with the corresponding, offsetting gains/(losses) on the underlying hedged transactions.

The company uses short-term forward and option currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans and cash balances that are denominated in currencies other than the functional currencies of the respective operations.

The currency-exchange contracts principally hedge transactions denominated in euro, Canadian dollars, British pounds sterling, Swedish krona, Singapore dollars, Hong Kong dollars and Swiss franc.

The currency exchange contracts principally hedge transactions denominated in euro, Canadian dollars, British pounds sterling, Swiss franc, Swedish krona, Singapore dollars, and Hong Kong dollars.

The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management.

Cash flow hedges .

For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive items and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

Fair value hedges.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings.

For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income/(loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

Net investment hedges.

1 unchanged sentence

A portion of the company’s euro-denominated senior notes, certain foreign currency-denominated payables, and its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation.

Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and certain foreign currency-denominated payables, and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in currency translation adjustment within other comprehensive items and shareholders’ equity.

The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other assets or other long-term liabilities.

Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and certain foreign currency-denominated payables, and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in cumulative translation adjustment within other comprehensive income/(loss) and shareholders’ equity.

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.

(Notes 4 and 10).

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Operating leases that have commenced are included in other assets, other accrued expenses and other long-term liabilities in the consolidated balance sheet.

4 unchanged sentences

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

The company recognizes operating lease

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

expense on a straight-line basis over the lease term.

The company recognizes operating lease expense on a straight-line basis over the lease term.

Finance lease expense includes depreciation, which is recognized on a straight-line basis over the expected life of the leased asset, and an immaterial amount of interest expense.

2 unchanged sentences

Lease terms include the effect of options to extend or terminate the lease when it is reasonably certain that the company will exercise that option.

As a lessee, the company accounts for the lease and non-lease components as a single lease component (see Note 13).

As a lessee, the company accounts for the lease and non-lease components as a single lease component (Note 13).

Pension and Other Postretirement Benefit Plans

1 unchanged sentence

This amount is defined as the difference between the fair value of plan assets and the benefit obligation.

The company is required to recognize as a component of other comprehensive items, net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost/(income).

Other comprehensive items is adjusted as these amounts are later recognized in income as components of net periodic benefit cost/(income).

The company is required to recognize as a component of other comprehensive income/(loss), net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost/(income).

Other comprehensive income/(loss) is adjusted as these amounts are later recognized in income as components of net periodic benefit cost/(income).

When a company with a pension plan is acquired, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as an asset.

8 unchanged sentences

Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements.

The expected rate of compensation increase used to determine net periodic pension benefit cost/(income) reflects the long-term average rate of salary increases and is based on historic salary increase experience and management’s expectations of future salary increases (see Note 14).

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-based Compensation Expense

8 unchanged sentences

Expected volatility is calculated based on the historical volatility of the company’s stock.

Historical data on exercise patterns is the basis for estimating the expected life of an option.

Historical data on exercise patterns, where available, are the bases for estimating the expected life of an option.

The risk-free interest rate is based on U.S.

Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant.

The expected annual dividend rate is

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date.

The expected annual dividend rate is calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date.

The compensation expense recognized for all stock-based awards is net of estimated forfeitures.

6 unchanged sentences

The fair value of service- and performance-based restricted unit awards is determined based on the number of units granted and the market value of the company’s shares on the grant date.

For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award (see Note 15).

For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award (Note 15).

Government Assistance

5 unchanged sentences

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.

Standard Description Effective date for Thermo Fisher and adoption approach Impact of adoption or other significant matters

Standard Description Adoption timing and approach Impact of adoption or other significant matters

Standards recently adopted

2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance

New guidance to disclose information about certain types of government assistance they receive, including cash grants and tax credits.

Among other things, the new guidance requires expanded disclosure regarding the qualitative and quantitative characteristics of the nature, amount, timing, and significant terms and conditions of transactions with a government arising from a grant or other forms of assistance accounted for under a contribution model.

Fourth quarter of 2022 using a prospective method Not material

2022-04, Liabilities–Supplier Finance Programs (Subtopic 405-50):

3 unchanged sentences

Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method

2023-07, Segment Reporting (Topic 280):

Improving Reportable Segment Disclosures

Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.

2024 annual report and interim periods thereafter using a retrospective method Increased disclosures in Note 11

Standards not yet adopted

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

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 or retrospective method Will increase disclosures in Note 7

2025 annual report and interim periods thereafter using a prospective method Increased disclosures in Notes 7 and 9

Standards not yet adopted

2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Standard Description Adoption timing and approach Impact of adoption or other significant matters

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

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

Supplemental Balance Sheet Information

12 unchanged sentences

Noncurrent contract liabilities 1,183 1,138

Substantially all of the current contract liabilities balance at December 31, 2023 and 2022 was recognized in revenues during 2024 and 2023, respectively.

Noncurrent contract liabilities decreased during 2024 primarily due to a customer contract modification.

Substantially all of the current contract liability balances at December 31, 2024 and 2023 was recognized in revenues during 2025 and 2024, respectively.

Remaining Performance Obligations

36 unchanged sentences

At December 31, 2025 and 2024, the company had equity method investments with carrying amounts of $ 178 million and $ 357 million, respectively.

At December 31, 2024 and 2023, the fair value of investments for which the company has elected the fair value option was $ 0 million and $ 5 million, respectively.

At December 31, 2025 and 2024, the company’s equity investments that do not have readily determinable fair values and are not eligible for the NAV practical expedient investments had carrying amounts of $ 196 million and $ 41 million, respectively.

Investments measured at NAV were $ 64 million and $ 40 million at December 31, 2025 and 2024, respectively.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The changes in the carrying amount of goodwill by segment are as follows:

16 unchanged sentences

$ 14,910 $ 5,143 $ 5,076 $ 24,232 $ 49,362

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Debt and Other Financing Arrangements

3 unchanged sentences

0.125 % 5.5 -Year Senior Notes, Due 3/1/2025 (euro-denominated)

1.215 % 3 -Year Senior Notes, Due 10/18/2024

2.00 % 10 -Year Senior Notes, Due 4/15/2025 (euro-denominated)

0.40 % 828 883

2.00 % 10 -Year Senior Notes, Due 4/15/2025 (euro-denominated)

2.07 % 663 706

0.853 % 3 -Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)

1.05 % 142 158

0.000 % 4 -Year Senior Notes Due 11/18/2025 (euro-denominated)

0.14 % 569 607

3.20 % 3 -Year Senior Notes, Due 1/21/2026 (euro-denominated)

4 unchanged sentences

5.18 % 600 600

0.832 % 1.5 -Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)

5.000 % 3 -Year Senior Notes, Due 12/5/2026

8 unchanged sentences

5.00 % 600 600

Floating Rate (EURIBOR + 0.280 %) 2 -Year Senior Notes, Due 12/1/2027 (euro-denominated)

2.58 % 1,175 —

0.790 % 3 -Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)

0.50 % 8.5 -Year Senior Notes, Due 3/1/2028 (euro-denominated)

1 unchanged sentence

1.6525 % 4 -Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)

1.79 % 416 364

0.77 % 5 -Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)

6 unchanged sentences

5.24 % 1,000 1,000

1.125 % 4 -Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)

1.95 % 12 -Year Senior Notes, Due 7/24/2029 (euro-denominated)

3 unchanged sentences

1.279 % 7 -Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)

1.120 % 5 -Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)

4.977 % 7 -Year Senior Notes, Due 8/10/2030

2 unchanged sentences

0.89 % 2,056 1,812

4.200 % 5.5 -Year Senior Notes Due 3/1/2031

0.875 % 12 -Year Senior Notes, Due 10/1/2031 (euro-denominated)

3 unchanged sentences

1.8401 % 8 -Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)

1.92 % 524 457

2.375 % 12 -Year Senior Notes, Due 4/15/2032 (euro-denominated)

2.55 % 705 621

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Effective interest rate at December 31, December 31, December 31,

(Dollars in millions) 2024 2024 2023

4.473 % 7 -Year Senior Notes, Due 10/7/2032

1.49 % 10 -Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)

1 unchanged sentence

5.09 % 600 600

1.4175 % 8 -Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)

5.086 % 10 -Year Senior Notes, Due 8/10/2033

8 unchanged sentences

1.58 % 137 137

4.794 % 10 -Year Senior Notes, Due 10/7/2035

3.628 % 10 -Year Senior Notes, Due 12/1/2035 (euro-denominated)

3.70 % 1,292 —

2.0375 % 12 -Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)

2.10 % 410 358

1.520 % 12 -Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Effective interest rate at December 31, December 31, December 31,

(Dollars in millions) 2025 2025 2024

1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated)

2.94 % 822 725

4.894 % 12 -Year Senior Notes, Due 10/7/2037

1.50 % 20 -Year Senior Notes, Due 10/1/2039 (euro-denominated)

5 unchanged sentences

2.069 % 20 -Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)

2.13 % 93 104

5.404 % 20 -Year Senior Notes, Due 8/10/2043

4 unchanged sentences

5.37 % 400 400

1.49 % 20 -Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)

1.8975 % 20 -Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)

4.10 % 30 -Year Senior Notes, Due 8/15/2047

2 unchanged sentences

1.99 % 1,175 1,035

1.47 % 25 -Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)

2.00 % 30 -Year Senior Notes, Due 10/18/2051 (euro-denominated)

13 unchanged sentences

Long-term obligations $ 35,852 $ 29,061

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.

4 unchanged sentences

2030 3,105 10

2027 1,923 10

2031 and thereafter 23,366 170

$ 39,459 $ 213

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition to available borrowings under the company’s revolving credit agreements, discussed below, the company had unused lines of credit of $ 73 million as of December 31, 2025.

3 unchanged sentences

The Facility expires on January 7, 2028.

The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (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 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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

9 unchanged sentences

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.

Interest is payable annually on the euro and Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.

Each of the U.S.

dollar, euro-denominated fixed rate senior notes and yen-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 yen-denominated private placement notes who have entered into cross-currency swap agreements.

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 December 31, 2025.

In 2022 the company completed the full allocation of an amount equal to the net proceeds from the 0.000 % senior notes due 2025 to finance or refinance, in whole or in part, certain COVID-19 response projects.

In 2022, the company redeemed all of its 3.650 % Senior Notes due 2025.

In connection with the redemption, the company incurred $ 26 million of losses on the early extinguishment of debt included in other income/(expense) on the accompanying statement of income.

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 December 31, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings:

the 0.00 % Senior Notes due 2025, the 0.80 % Senior Notes due 2030, the 1.125 % Senior Notes due 2033, the 1.625 % Senior Notes due 2041, and the 2.00 % Senior Notes due 2051.

the 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.

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The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 2025 Debt Issuances

February 2026 Debt Issuances

In the first quarter of 2026 the company issued the following senior notes:

(In millions) Principal value issued

0.790 % 3 -Year Senior Notes, Due January 6, 2028 (Swiss franc-denominated)

1.120 % 5 -Year Senior Notes, Due January 6, 2030 (Swiss franc-denominated)

1.520 % 12 -Year Senior Notes, Due January 6, 2037 (Swiss franc-denominated)

1.490 % 20 -Year Senior Notes, Due January 6, 2045 (Swiss franc-denominated)

1.470 % 25 -Year Senior Notes, Due January 6, 2050 (Swiss franc-denominated)

4.215 % 5 -Year Senior Notes, Due 2/12/2031

4.550 % 7.3 -Year Senior Notes, Due 6/15/2033

4.902 % 10 -Year Senior Notes, Due 2/12/2036

5.546 % 20 -Year Senior Notes, Due 2/12/2046

Fair Value Measurements

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and acquisition-related contingent consideration.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis:

8 unchanged sentences

Derivative contracts

Contingent consideration 67 — — 67

$ 8,292 $ 7,184 $ 966 $ 143

4 unchanged sentences

$ 522 $ — $ 506 $ 16

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, Quoted

13 unchanged sentences

$ 72 $ — $ 59 $ 13

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.

The following table provides a rollforward of investments classified as level 3:

(In millions) 2025 2024

Contingent consideration

Beginning balance

Acquisitions (including assumed balances)

Ending balance

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:

(In millions) 2025

Contingent consideration asset

Beginning balance

Changes in fair value included in earnings

( 73 ) ( 25 )

Ending balance

The following table provides a rollforward of investments classified as level 3:

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions) 2025 2024

Contingent consideration liabilities

Beginning balance

Acquisitions (including assumed balances)

Changes in fair value included in earnings

Ending balance

2 unchanged sentences

December 31, 2025 December 31, 2024

Carrying Fair Carrying Fair

(In millions) value value value value

(In millions) Carrying value Fair value Carrying value Fair value

$ 39,171 $ 36,606 $ 30,999 $ 28,454

2 unchanged sentences

The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commitments and Contingencies

8 unchanged sentences

Outstanding letters of credit and bank guarantees totaled $ 379 million at December 31, 2025.

Substantially all of these letters of credit and guarantees expire before 2040.

Substantially all of these letters of credit and guarantees expire through 2039.

Outstanding surety bonds and other guarantees totaled $ 175 million at December 31, 2025.

9 unchanged sentences

However, in such event, the company would be entitled to seek indemnification from the buyer.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Indemnifications

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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 December 31, 2024 , the company’s total environmental

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

liability was approximately $ 81 million.

At December 31, 2025 , the company’s total environmental liability was approximately $ 86 million.

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.

11 unchanged sentences

In addition, as of December 31, 2025, the company had a product liability accrual of $ 19 million relating to divested businesses.

Although the company believes that the amounts accrued and estimated 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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

20 unchanged sentences

$ 44,556 $ 42,879 $ 42,857

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions.

See Note 11 for revenues by reportable segment and other geographic data.

Revenues by business are as follows:

(In millions)

2025 2024 2023

$ 4,169 $ 4,192 $ 4,238

Genetic sciences

2,870 2,787 2,816

BioProduction

3,200 2,652 2,923

Life Sciences Solutions

10,374 9,631 9,977

Chromatography and mass spectrometry

3,360 3,278 3,329

Chemical analysis

1,237 1,315 1,371

Electron microscopy

2,957 2,870 2,564

Analytical Instruments

7,554 7,463 7,263

Clinical diagnostics

1,115 1,063 1,104

ImmunoDiagnostics

Transplant diagnostics

Healthcare market channel

1,788 1,764 1,712

Elimination of intrasegment revenues and other

( 275 ) ( 266 ) ( 222 )

Specialty Diagnostics

4,676 4,512 4,405

Laboratory products

2,407 2,525 2,613

Research and safety market channel

7,440 7,019 6,841

Pharma services

7,142 6,685 6,806

Clinical research

7,915 7,836 7,691

Elimination of intrasegment revenues and other

( 920 ) ( 907 ) ( 910 )

Laboratory Products and Biopharma Services

23,984 23,157 23,041

Elimination of intersegment revenues ( 2,033 ) ( 1,885 ) ( 1,829 )

Consolidated revenues $ 44,556 $ 42,879 $ 42,857

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restructuring and Other Costs

Restructuring and other costs in 2025 primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, net charges for disposition of a consolidated joint venture, impairments of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters.

In 2025, severance actions associated with facility consolidations and cost reduction measures affected approximately 5 % of the company’s workforce.

Restructuring and other costs in 2024 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.

2 unchanged sentences

In 2023, severance actions associated with facility consolidations and cost reduction measures affected approximately 5 % of the company’s workforce.

Restructuring and other costs in 2022 primarily included impairment of long-lived assets and continuing charges for headcount reductions and facility consolidations in an effort to streamline operations.

In 2022, severance actions associated with facility consolidations and cost reduction measures affected less than 2 % of the company’s workforce.

As of February 20, 2025, 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 $ 200 million, primarily in 2025, and expects to identify additional actions in future periods.

As of February 26, 2026, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services, Life Sciences Solutions, and Analytical Instruments segments, that it expects will result in additional charges of approximately $ 250 million, primarily in 2026, and expects to identify additional actions in future periods.

Restructuring and other costs by segment are as follows:

6 unchanged sentences

$ 362 $ 379 $ 459

The following table summarizes the changes in the company’s accrued restructuring balance.

Other amounts reported as restructuring and other costs in the accompanying statement of income have been summarized in the notes to the table.

Accrued restructuring costs are included in other accrued expenses in the accompanying balance sheet.

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, 2022 $ 41

Net restructuring charges incurred in 2022 (b)

Net restructuring charges incurred in 2023 (b) (c)

Balance at December 31, 2023 60

Net restructuring charges incurred in 2023 (c) (d)

Net restructuring charges incurred in 2024 (d) (e)

Currency translation and other

Balance at December 31, 2024 50

Net restructuring charges incurred in 2024 (e) (f)

Currency translation

Net restructuring charges incurred in 2025 (f)

Currency translation and other

Balance at December 31, 2025 $ 70

(a) The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.

(b) Excludes $ 46 million of charges, primarily charges for impairment of long-lived assets in the Specialty Diagnostic segment.

(c) Excludes $ 264 million of net charges, principally $ 126 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments, $ 26 million of contract termination costs associated with facility closures in the Laboratory Products and Biopharma Services segment, and $ 19 million of net charges for pre-acquisition litigation and other matters in the Laboratory Products and Biopharma Services segment.

(d) Excludes $ 93 million of charges in the Laboratory Products and Biopharma Services segment for impairments of a disposal group that was held for sale beginning in the third quarter of 2023.

(b) Excludes $ 264 million of charges, principally $ 126 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments, $ 26 million of contract termination costs associated with facility closures in the Laboratory Products and Biopharma Services segment, and $ 19 million of net charges for pre-acquisition litigation and other matters in the Laboratory Products and Biopharma Services segment.

(c) Excludes $ 93 million of charges in the Laboratory Products and Biopharma Services segment for impairments of a disposal group that was held for sale beginning in the third quarter of 2023.

The loss attributable to Thermo Fisher Scientific Inc.

was reduced by $ 46 million attributable to a noncontrolling interest.

(d) Excludes $ 282 million of net charges, principally $ 211 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(e) Excludes $ 282 million of net charges, principally $ 211 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

(f) Excludes $ 41 million of charges in the Laboratory Products and Biopharma Services segment for impairments of a disposal group that was held for sale beginning in the third quarter of 2023.

(e) Excludes $ 41 million of charges in the Laboratory Products and Biopharma Services segment for impairment of a disposal group that was held for sale beginning in the third quarter of 2023.

The loss attributable to Thermo Fisher Scientific Inc.

was reduced by $ 19 million attributable to a noncontrolling interest.

(f) Excludes $ 165 million of net charges, principally $ 94 million of charges for impairments of long-lived assets in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments, as well as $ 51 million of net charges for disposition of a consolidated joint venture.

The company expects to pay accrued restructuring costs primarily through 2026.

16 unchanged sentences

In 2025, 2024, and 2023 other income/(expense) includes $ 13 million, $ 21 million, and $( 46 ) million of net gains/(losses) on investments, respectively.

In 2022 other income/(expense) includes $ 67 million of net gains on derivative instruments to address certain foreign currency risks, and $ 26 million of losses on the early extinguishment of debt (Note 3).

In 2025, other income/(expense) includes $ 7 million of settlement charges for pension plans (Note 14).

Foreign Currency Transactions

Foreign currency transaction gains/(losses) included in the accompanying statements of income were $ 0 million, $( 67 ) million and $ 62 million in 2024, 2023 and 2022, respectively.

The aggregate foreign currency transaction gains/(losses) included in the accompanying statements of income were $( 130 ) million, $ 0 million and $( 67 ) million in 2025, 2024 and 2023, respectively.

The components of income before provision for income taxes are as follows:

4 unchanged sentences

$ 7,308 $ 7,037 $ 6,298

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the provision for income taxes are as follows:

11 unchanged sentences

Provision for/(benefit from) income taxes $ 547 $ 657 $ 284

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate to income before income taxes due to the following:

(Dollars in millions) 2025

federal statutory tax rate $ 1,535 21.0 %

State and local income taxes, net of federal income tax effect (a) 68 0.9 %

Foreign tax effects

Changes in valuation allowances 2,351 32.2 %

Statutory tax rate difference between Malta and United States 473 6.5 %

Deferred interest ( 2,351 ) ( 32.2 ) %

Notional interest deduction ( 1,186 ) ( 16.2 ) %

Other 19 0.3 %

Changes in valuation allowances 144 2.0 %

Deferred interest ( 97 ) ( 1.3 ) %

Other ( 27 ) ( 0.4 ) %

United Kingdom

Partnership income/(loss) ( 118 ) ( 1.6 ) %

Foreign exchange 131 1.8 %

Other ( 41 ) ( 0.6 ) %

Other foreign jurisdictions 166 2.3 %

Effect of changes in tax laws or rates enacted in the current period 12 0.2 %

Effect of cross-border tax laws

Foreign-derived intangible income ( 268 ) ( 3.7 ) %

tax on branch income/(loss) 390 5.3 %

Other 125 1.7 %

Foreign tax credits ( 181 ) ( 2.5 ) %

Other ( 36 ) ( 0.5 ) %

Changes in valuation allowances ( 157 ) ( 2.1 ) %

Nontaxable or nondeductible items 1 0.0 %

Changes in unrecognized tax benefits ( 64 ) ( 0.9 ) %

Other adjustments

Intra-entity transfer ( 133 ) ( 1.8 ) %

Domestication transaction ( 240 ) ( 3.3 ) %

Other 31 0.4 %

Effective tax rate $ 547 7.5 %

(a) State taxes in California, Massachusetts, Illinois, and Pennsylvania comprise the majority of the tax effect in this category.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under previous tax disclosure guidance, the provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate to income before income taxes due to the following:

(In millions) 2024 2023

Statutory federal income tax rate

21 % 21 % 21 %

Provision for income taxes at statutory rate

11 unchanged sentences

Provision for (reversal of) tax reserves, net

218 13 ( 544 )

Intra-entity transfers

9 unchanged sentences

Provision for/(benefit from) income taxes

$ 657 $ 284 $ 703

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, non-deductible interest in certain foreign jurisdictions, and foreign taxes that are different than the U.S.

federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, nondeductible interest in certain foreign jurisdictions, and foreign taxes that are different than the U.S.

federal statutory rate.

During 2025, the company recorded tax benefits of $ 269 million and $ 153 million for domestication transactions and capital losses generated as part of intra-entity transactions, respectively, as well as $ 93 million of tax benefits related to tax return reassessments associated with the company’s foreign-derived intangible income.

The company also recorded net tax benefits of $ 157 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

During 2024, the company recorded a tax reserve and associated interest of $ 240 million related to the settlement of international tax audits for tax years 2009 through 2016, which were settled in 2024.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During 2022, the company settled an IRS audit relating to the 2017 and 2018 tax years.

The company recorded a $ 208 million net tax benefit primarily from this settlement and related impacts, which resulted in a decrease in the company’s unrecognized tax benefits of $ 658 million.

The company recorded $ 49 million of charges for expired tax credits and other related components of the settlement.

The company recorded a charge of $ 395 million to establish a valuation allowance against certain U.S.

foreign tax credits which the company believes will more likely than not expire unutilized.

The company also recorded $ 101 million of additional net unrecognized tax benefit liabilities related to other tax audits.

The company generally receives a tax deduction upon the exercise of non-qualified stock options by employees, or the vesting of restricted stock units held by employees, for the difference between the exercise price and the market price of the underlying common stock on the date of exercise.

The company uses the incremental tax benefit approach for utilization of tax attributes.

These excess tax benefits reduce the tax provision.

In 2024, 2023 and 2022, the company's tax provision was reduced by $ 67 million, $ 69 million and $ 80 million, respectively, of such benefits.

Net deferred tax asset/(liability) in the accompanying balance sheet consists of the following:

Net deferred tax asset/(liability) in the accompanying balance sheets consists of the following:

(In millions) 2025 2024

9 unchanged sentences

Unrealized (gains) losses on hedging instruments

( 363 ) ( 66 )

Contract liabilities 289 280

3 unchanged sentences

$ 249 $ ( 338 )

Prior to 2025, certain of the company’s non-U.S.

attributes were determined to have a remote possibility of realization and therefore were not reported in the table above.

In connection with the Organization for Economic Cooperation and Development global minimum tax initiative, Pillar Two, any existing deferred taxes not disclosed in the company’s 2025 financial statements will not be available in the future to reduce tax otherwise due under Pillar Two.

Accordingly, beginning in 2025, the company is disclosing in the above table the tax effects of these non-US attributes offset with a full valuation allowance.

The company estimates the degree to which tax assets, losses and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction and provides a valuation allowance for tax assets and loss and credit carryforwards that it believes will more likely than not expire unutilized.

9 unchanged sentences

Currency translation and other

( 46 ) 23 ( 4 )

Ending balance $ 3,561 $ 1,043 $ 1,317

5 unchanged sentences

Of the net non-U.S.

net operating loss carryforwards, $ 574 million expire in the years 2027 through 2044, and the remainder do not expire.

At December 31, 2024, the company had foreign tax credit carryforwards of $ 729 million and deferred interest carryforwards of $ 534 million.

net operating loss carryforwards, $ 1.04 billion expire in the years 2028 through 2045, and the remainder do not expire.

At December 31, 2025, the company had foreign tax credit carryforwards of $ 554 million and deferred interest carryforwards of $ 3.36 billion.

The foreign tax credit carryforwards will expire in the years 2026 through 2034.

Of the deferred interest carryforwards, $ 301 million expire in the years 2026 through 2035 and the remainder do not expire.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

federal taxes have been recorded on approximately $ 40 billion of undistributed foreign earnings as of December 31, 2024.

A provision has not been made for certain U.S.

6 unchanged sentences

subsidiaries in the future when they can be made at no net tax cost.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unrecognized Tax Benefits

15 unchanged sentences

Substantially all of the unrecognized tax benefits are classified as long-term liabilities.

The company does not expect its unrecognized tax benefits to change significantly over the next twelve months.

During 2025, the company’s tax benefits decreased by $ 103 million as a result of uncertain tax positions relating to foreign tax positions, which included $ 72 million of reserve and associated interest from the settlement of international tax audits and decreased $ 3 million relating to U.S.

federal and state tax positions.

During 2024, the company’s unrecognized tax benefits decreased by $ 99 million as a result of uncertain tax positions relating to foreign tax positions which included $ 240 million of reserve and associated interest from the settlement of international tax audits for tax years 2009 through 2016 and increased $ 84 million relating to U.S.

2 unchanged sentences

federal and state tax positions.

During 2022, the company’s unrecognized tax benefits increased by $ 143 million as a result of uncertain tax positions relating to foreign tax positions and decreased $ 610 million relating to U.S.

federal and state tax positions which included $ 658 million from the settlement of the IRS audit of the 2017 and 2018 tax years.

The company also assumed $ 15 million of uncertain tax benefits as part of the acquisition of PPD.

The company classified interest and penalties related to unrecognized tax benefits as income tax expense.

7 unchanged sentences

federal income tax examinations for years before 2019.

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.

While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025.

There was no material impact on the company’s effective tax rate.

We will continue to monitor and assess the impact of OBBBA on our consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

2 unchanged sentences

Comprehensive Income/(Loss)

Changes in each component of accumulated other comprehensive items, net of tax are as follows:

(In millions) Currency

Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows:

(In millions) Cumulative

adjustment Unrealized

5 unchanged sentences

Other comprehensive income/(loss) before reclassifications

525 — ( 12 ) 513

Amounts reclassified from accumulated other comprehensive income/(loss)

Net other comprehensive income/(loss)

532 3 ( 8 ) 527

Balance at December 31, 2025 $ ( 2,181 ) $ ( 23 ) $ ( 245 ) $ ( 2,448 )

7 unchanged sentences

$ 1,612 $ 1,570 $ 1,385

Income taxes, net of refunds received

state and local

United Kingdom

Netherlands 179

Total income taxes, net of refunds received

1,776 1,834 1,482

1 unchanged sentence

Acquired but unpaid property, plant and equipment

$ 264 $ 303 $ 296

Finance lease ROU assets obtained in exchange for new finance lease liabilities 21 — 2

2 unchanged sentences

Excise tax from stock repurchases 24 26 28

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash, cash equivalents and restricted cash is included in the consolidated balance sheet as follows:

6 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivative Contracts

17 unchanged sentences

Total derivatives $ 685 $ 460 $ 506 $ 59

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 – assets Fair value – liabilities

December 31, December 31, December 31, December 31,

(In millions) 2025 2024 2025 2024

Gross amounts recognized in the consolidated balance sheets $ 685 $ 460 $ 506 $ 59

Gross amounts subject to offset in master netting arrangements not offset in the consolidated balance sheets ( 319 ) $ ( 56 ) ( 319 ) $ ( 56 )

Total derivatives, net $ 366 $ 404 $ 187 $ 3

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Gain/(loss) recognized

(In millions) 2025 2024 2023

Fair value hedging relationships

Cross-currency interest rate swaps

Hedged long-term obligations - included in other income/(expense) $ — $ — $ 77

Derivatives designated as hedging instruments - included in other income/(expense) — — ( 81 )

Derivatives designated as cash flow hedges

Interest rate swaps

Amount reclassified from accumulated other comprehensive items to interest expense ( 3 ) ( 4 ) —

Amount reclassified from accumulated other comprehensive income/(loss) to interest expense $ ( 3 ) $ ( 3 ) $ ( 4 )

Amount reclassified from accumulated other comprehensive items to other income/(loss) — — ( 3 )

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Foreign currency-denominated debt and other payables

Included in currency translation adjustment within other comprehensive income/(loss) 686 ( 356 ) 695

Included in cumulative translation adjustment within other comprehensive income/(loss) ( 1,252 ) 686 ( 356 )

Cross-currency interest rate swaps

Included in currency translation adjustment within other comprehensive income/(loss) 682 ( 222 ) 52

Included in cumulative translation adjustment within other comprehensive income/(loss) ( 222 ) 682 ( 222 )

Included in interest expense 287 267 120

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Included in other income/(expense) 66 ( 16 ) ( 29 )

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Gains and losses recognized on currency exchange contracts and the interest rate swaps designated as fair value hedges are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.

The company uses foreign currency-denominated debt, certain foreign currency-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates.

See Note 1 and Note 3 for additional information on the company’s risk management objectives and strategies.

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Life Sciences Solutions:

provides an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of infection and disease.

provides an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of disease.

These products and services are used by customers in pharmaceutical, biotechnology, agricultural, clinical, healthcare, academic, and government markets.

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The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.

The company's president, chairman and chief executive officer is its chief operating decision maker (CODM).

The company's chairman, president and chief executive officer is its chief operating decision maker (CODM).

The CODM uses total revenues and segment income predominantly in the strategic plan, annual operating plan and quarterly business review processes.

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The company generally accounts for intersegment revenues at current market prices.

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, all of which are included in the company's measurement of segment income, but not regularly provided to the CODM at the segment level.

Cost of revenues adjustments consist of charges for the sale of inventories revalued at the date of acquisition, inventory write-downs associated with large-scale abandonments of product lines, and accelerated depreciation on fixed assets to estimated salvage value in connection with the consolidation of operations.

Selling, general and administrative adjustments consist of significant transaction/integration costs (including reimbursement thereof) related to recent/terminated acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges related to product liability litigation.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

product lines, as well as impacts of pre-acquisition matters and net charges for significant litigation-related matters (Note 6).

Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate and certain overhead expenses, as well as elimination of intersegment and intrasegment profits, all of which are included in the company's measurement of segment income, but not regularly provided to the CODM at the segment level.

Selling, general and administrative adjustments consist of certain transaction-related third-party costs (including reimbursement thereof), charges/credits for changes in estimates of contingent acquisition consideration, and charges related to product liability litigation.

Restructuring and other costs include charges arising from headcount reductions and facility consolidations such as severance and abandoned lease expense and gains and losses on the sale of real estate and product lines, as well as impacts of pre-acquisition matters, net charges for significant litigation-related matters, and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability (Note 6).

Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period.

Segment assets included in the below tables consist of third-party accounts receivable and inventories, which are regularly provided to the CODM.

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Acquisition transaction costs are recorded in selling, general and administrative expenses as incurred.

Pending Acquisition

The company has entered into an agreement to acquire Clario Holdings, Inc.

for approximately $ 8.875 billion in cash at the closing of the transaction, with an additional $ 125 million in deferred consideration and up to $ 400 million in contingent consideration to be payable following the closing.

Clario is a leading provider of endpoint data solutions for clinical trials.

The transaction, which is expected to be completed by the middle of 2026, is subject to customary closing conditions and regulatory approvals.

Upon completion, Clario will become part of the Laboratory Products and Biopharma Services segment.

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

Fair value of contingent consideration

Cash acquired

Net assets acquired

Property, plant and equipment

Definite-lived intangible assets

Customer relationships

Product technology

Net other assets/(liabilities)

Deferred tax assets (liabilities)

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, real and personal property, inventory and the related deferred taxes.

Measurements of these items inherently require significant estimates and assumptions.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions.

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Product technology

Net tangible assets

Net other assets/(liabilities)

Deferred tax assets/(liabilities)

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are 19 years for customer relationships, 15 years for product technology, and 15 years for tradenames.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are 19 years for customer relationships, 15 years for product technology, and 15 years for trade names.

The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is 18 years.

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In addition, in 2023, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Raman-based spectroscopy solutions for in-line measurement.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2023 are 18 years for customer relationships, 14 years for product technology, 15 years for tradenames, and 13 years for backlog.

The weighted-average amortization period for definite-lived intangible assets acquired in 2023 is 17 years.

In 2022, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Fourier-transform infrared gas analysis technologies.

As a lessee, the company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers, and other equipment.

These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally for 1 to 10 years) or have options to terminate the arrangement within 1 year.

The company has guaranteed the residual value of three leased operating facilities with lease terms ending in 2025, and 2028, and 2029.

The company has guaranteed the residual value of three leased operating facilities with lease terms ending in 2028, 2029, and 2030.

The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 3).

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$ ( 43 ) $ ( 43 ) $ ( 284 ) $ ( 268 )

Amounts recognized in accumulated other comprehensive items

Net actuarial loss/(gain)

Amounts recognized in accumulated other comprehensive income/(loss)

Net actuarial (gain)/loss

$ 234 $ 218 $ 118 $ 156

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$ 234 $ 218 $ 109 $ 149

Actuarial (gains)/losses experienced in 2025 for domestic pension plans were driven by differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns, as well as decreases in the weighted average discount rates used to determine the projected benefit obligation when compared to 2024.

pension plans, actuarial (gains)/losses experienced in 2025 were primarily driven by increases in the weighted average discount rates used to determine the projected benefit obligation when compared to 2024.

Actuarial (gains)/losses experienced in 2024 for both domestic and non-U.S.

pension plans were primarily driven by increases in the weighted average discount rates used to determine the projected benefit obligation when compared to 2023.

For domestic pension plans, actuarial (gains)/losses experienced in 2023 were driven by decreases in the weighted average discount rates used to determine the projected benefit obligation, as well as differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns.

pension plans, actuarial (gains)/losses experienced in 2023 were principally driven by decreases in the weighted average discount rates used to determine the projected benefit obligation.

THERMO FISHER SCIENTIFIC INC.

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Projected benefit obligation

$ 727 $ 1,752

Fair value of plan assets

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Accumulated benefit obligation

$ 671 $ 1,695

Fair value of plan assets

The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The net periodic pension benefit cost/(income) includes the following components:

12 unchanged sentences

Settlement/curtailment loss/(gain)

— — — 2 1 ( 2 )

Net periodic benefit cost/(income)

$ ( 11 ) $ ( 10 ) $ ( 12 ) $ 47 $ 38 $ 33

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2025.

42 unchanged sentences

Multi-asset funds

100 — — — 100

Derivative funds

26 unchanged sentences

169 — — — 169

Alternative investments

Insurance contracts

325 — 325 — —

Real estate funds 1 — — — 1

Cash / money market funds

66 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data