What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 102 added, 198 removed, 193 unchanged (61% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding:

projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position;

cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures;

growth, declines and other trends in markets we sell into;

new or modified laws, regulations and accounting pronouncements;

outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities;

foreign currency exchange rates and fluctuations in those rates;

general economic and capital markets conditions;

the timing of any of the foregoing;

assumptions underlying any of the foregoing;

and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future.

Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 (which is on file with the SEC).

Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to:

the need to develop new products and adapt to significant technological change;

implementation of strategies for improving growth;

general economic conditions and related uncertainties;

dependence on customers’ capital spending policies and government funding policies;

the effect of economic and political conditions, impact of tariffs, and exchange rate fluctuations on international operations;

use and protection of intellectual property;

the effect of changes in governmental regulations;

any natural disaster, public health crisis, pandemic, or other catastrophic event;

and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected.

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;

• 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).

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Consolidated Results

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(Dollars in millions except per share amounts) 2025 2024 Change 2025 2024 Change

Three months ended

March 28, March 29,

(Dollars in millions except per share amounts) 2026 2025 Change

$ 11,005 $ 10,364 6 %

GAAP operating income 1,863 1,716 9 %

GAAP operating income margin 17.4 % 17.3 % 0.1 pt 17.0 % 16.9 % 0.1 pt

GAAP operating income margin 16.9 % 16.6 % 0.3 pt

Adjusted operating income (non-GAAP measure)

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Adjusted operating income margin (non-GAAP measure)

23.3 % 22.3 % 1.0 pt 22.4 % 22.2 % 0.2 pt

21.8 % 21.9 % (0.1) pt

GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.

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Organic Revenue Growth

Three months ended Nine months ended

September 27, 2025 September 27, 2025

Three months ended

March 28, 2026

Revenue growth 6 %

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Organic revenue growth (non-GAAP measure)

During the third quarter of 2025, revenues grew in the pharma and biotech market, driven by our trusted partner status with customers.

Revenues in the academic and government market declined, reflecting customer hesitancy in a more uncertain environment, which resulted in muted demand for equipment and instruments.

Revenues grew in the industrial and applied market due to strong demand for our innovative products serving this market.

Revenue to customers in the diagnostics and healthcare market declined as we navigated headwinds in China.

During the third quarter of 2025, sales grew in North America.

Sales growth was strong in Europe and Asia-Pacific, despite weak economic activity in China.

Contributions to organic revenue during the third quarter of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

During the first nine months of 2025, revenues grew in the pharma and biotech market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services.

Revenues in the academic and government market declined, driven by customer hesitancy in a more uncertain environment in the U.S.

and macro conditions in China.

Revenue to customers in the industrial and applied market grew.

Revenue to customers in the diagnostics and healthcare market declined slightly.

During the first nine months of 2025, sales grew in North America, Europe and Asia-Pacific, but declined in China.

Contributions to organic revenue during the first nine months of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

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.

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:

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• Our unparalleled commercial engine.

GAAP operating income margin and adjusted operating income margin increased in the third quarter of 2025 due primarily to very strong productivity improvements, partially offset by strategic investments, the impact of tariffs and related foreign currency effects, and unfavorable business mix.

GAAP operating income margin in the third quarter of 2025 was also impacted by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).

GAAP operating income margin and adjusted operating income margin increased the first nine months of 2025 due primarily to very strong productivity improvements, partially offset by unfavorable business mix.

GAAP operating income margin in the first nine months of 2025 benefited from lower amortization expense when compared to 2024;

however, this was partially offset by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).

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 improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including 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.

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 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.

The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions.

It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, Solventum Corporation’s Purification and Filtration business, which became the company’s filtration and separation business, a leading provider of

THERMO FISHER SCIENTIFIC INC.

purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications.

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.

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Accordingly, the following segment data are reported on this basis.

Three months ended Nine months ended

(Dollars in millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

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Three months ended

(Dollars in millions) March 28, 2026 March 29, 2025

Life Sciences Solutions

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Analytical Instruments

1,893 1,808 5,339 5,277

Specialty Diagnostics

1,174 1,129 3,456 3,355

Laboratory Products and Biopharma Services

5,970 5,740 17,605 17,221

(503) (467) (1,487) (1,397)

Consolidated revenues

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Three months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

(Dollars in millions) March 28,

2026 March 29,

Change Acquisitions/ Divestitures Currency

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Segment income margin 36.2 % 35.6 % 0.6 pt

The increase in organic revenues in the third quarter of 2025 was primarily driven by the bioproduction business.

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 very strong productivity improvements and volume leverage, partially offset by unfavorable business mix, strategic investments, and the impact from the acquisition of the filtration and separation business.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

Revenues $ 7,428 $ 7,027 6 % 2 % 0 % 3 %

Segment income 2,722 2,551 7 %

Segment income margin 36.6 % 36.3 % 0.3 pt

The increase in organic revenues in the first nine months of 2025 was driven by the bioproduction business.

On a reported basis, the bioproduction business grew $331 million, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business.

Genetic sciences grew $75 million, driven by the 2024 acquisition of Olink.

The increase in segment income margin resulted primarily from very strong productivity improvements, partially offset by unfavorable business mix and the impact from the acquisitions of Olink and the filtration and separation business.

THERMO FISHER SCIENTIFIC INC.

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) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

Revenues $ 1,893 $ 1,808 5 % 0 % 1 % 4 %

Segment income 429 451 (5) %

Segment income margin 22.6 % 24.9 % (2.3) pt

The increase in organic revenues in the third quarter of 2025 was driven by the electron microscopy and chromatography and mass spectrometry businesses.

On a reported basis, the electron microscopy and chromatography and mass spectrometry businesses grew $58 million and $39 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment.

The decrease in segment income margin was driven by the impacts of tariffs and related foreign exchange.

Additionally, strong productivity was more than offset by strategic investments and unfavorable business mix.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

(Dollars in millions) March 28,

2026 March 29,

Change Acquisitions/ Divestitures Currency

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Segment income margin 20.7 % 23.2 % (2.5) pt

The increase in organic revenues in the first nine months of 2025 was primarily due to growth in the electron microscopy business, partially offset by declines in the chemical analysis business.

On a reported basis, the electron microscopy business grew $105 million, partially offset by a decline of $78 million in the chemical analysis business.

The decrease in segment income margin resulted primarily from the impacts of tariffs and related foreign exchange, unfavorable volume mix, and strategic investments, partially offset by strong pricing realization.

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.

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) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

Revenues $ 1,174 $ 1,129 4 % 0 % 2 % 2 %

Segment income 321 293 10 %

Segment income margin 27.4 % 25.9 % 1.5 pt

The increase in organic revenues in the third quarter of 2025 was driven by growth in the immunodiagnostics and transplant diagnostics businesses.

On a reported basis, the immunodiagnostics and clinical diagnostics businesses grew $18 million and $17 million, respectively, each of which contributed 2 percentage points of reported growth in the segment.

The increase in segment income margin was principally driven by strong productivity and volume leverage.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

(Dollars in millions) March 28,

2026 March 29,

Change Acquisitions/ Divestitures Currency

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Segment income margin 27.4 % 26.5 % 0.9 pt

The increase in organic revenues in the first nine months of 2025 was driven by growth in the healthcare market channel and the transplant diagnostics business.

On a reported basis, the immunodiagnostics business grew $32 million, the transplant diagnostics business grew $31 million, and the healthcare market channel grew $23 million, which were the principal drivers of reported revenue growth in the segment.

The increase in segment income margin was due to strong pricing realization, partially offset by unfavorable business mix.

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.

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Three months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

Change Acquisitions/ Divestitures Currency

Revenues $ 5,970 $ 5,740 4 % 0 % 1 % 3 %

Segment income 868 773 12 %

Segment income margin 14.5 % 13.5 % 1.0 pt

The increase in organic revenues in the third quarter of 2025 was primarily due to strong growth in the research and safety market channel, partially offset by moderation in COVID-19 related revenue.

On a reported basis, the research and safety market channel, pharma services business, and clinical research business grew $122 million, $75 million, and $64 million, respectively, which contributed 2 percentage points, 1 percentage point, and 1 percentage point, respectively, of reported growth in the segment.

Segment income margin increased in the third quarter of 2025, with very strong productivity improvements, partially offset by unfavorable business mix.

Nine months ended Organic (non-GAAP measure)

(Dollars in millions) September 27,

2025 September 28,

(Dollars in millions) March 28,

2026 March 29,

Change Acquisitions/ Divestitures Currency

2 unchanged sentences

Segment income margin 12.9 % 13.0 % (0.1) pt

The increase in organic revenues in the first nine months of 2025 was primarily due to growth in the research and safety market channel and the pharma services business, partially offset by moderation in COVID-19 related revenue.

On a reported basis, the pharma services business and research and safety market channel grew $271 million and $246 million, respectively.

The increase in segment income margin was primarily due to exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

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 Nine months ended

September 27, September 28, September 27, September 28,

Three months ended

March 28, March 29,

(Dollars and shares in millions) 2026 2025

Net interest expense

$ 113 $ 80 $ 319 $ 223

GAAP other income/(expense) (9) 3

Adjusted other income/(expense) (non-GAAP measure)

(7) (13) (19) (10)

GAAP tax rate 4.0 % 5.8 %

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Weighted average diluted shares 373 379

Net interest expense (interest expense less interest income) in the third quarter and first nine months of 2025 increased due primarily to lower cash, and cash equivalents and short-term investments balances, as well as lower interest rates on these balances when compared to the third quarter and first nine months of 2024.

In the third quarter and first nine months of 2025, the company’s net interest expense was reduced by approximately $66 million and $199 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements.

In the third quarter and first nine months of 2024, the company’s net interest expense was reduced by approximately $66 million and $197 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

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 third quarter and first nine months of 2025 also includes $7 million and $9 million, respectively, of net gains on investments, and $2 million and $8 million, respectively, of settlement charges for pension plans.

GAAP other income/(expense) in the third quarter and first nine months of 2024 also includes $(3) million and $7 million, respectively, of net gains/(losses) on investments.

The company’s GAAP and adjusted tax rates in the third quarter of 2025 were impacted by an $86 million tax benefit from tax return reassessments.

The company’s GAAP tax rate in the third quarter of 2025 was also impacted by tax legislation enacted during the quarter (Note 7).

THERMO FISHER SCIENTIFIC INC.

The company’s GAAP and adjusted tax rates in the first nine months of 2025 were impacted by a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions, a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income, and an $86 million tax benefit from tax return reassessments (Note 7).

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were impacted by $176 million of expense, net, for a provision associated with a tax audit recorded in the first quarter of 2024.

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were also impacted by tax benefits of $183 million and $124 million, in the second and third quarters of 2024, respectively, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were also impacted by $102 million of tax benefits resulting from capital losses generated as part of intra-entity transactions (Note 7).

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 2025 will be between 8% and 10% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits.

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.

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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.

Equity in earnings/losses of unconsolidated entities was impacted by an $88 million impairment of an equity method investment in the second quarter of 2024.

Weighted average diluted shares decreased in 2025 compared to 2024, primarily due to share repurchases.

Weighted average diluted shares decreased in 2026 compared to 2025, primarily due to share repurchases, net of option dilution.

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Liquidity and Capital Resources

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The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.

(In millions) September 27, 2025 December 31, 2024

(In millions) March 28, 2026 December 31, 2025

Cash and cash equivalents $ 3,254 $ 9,852

1 unchanged sentence

Total debt 43,161 39,384

Approximately half of the company’s cash balances and cash flows from operations are from outside the U.S.

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.

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.

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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 September 27, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $3.82 billion.

The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 3).

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 September 27, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.

Nine months ended

(In millions) September 27, 2025 September 28, 2024

As of March 28, 2026, no borrowings were outstanding under the company’s revolving credit facility.

Three months ended

(In millions) March 28, 2026 March 29, 2025

Net cash provided by operating activities

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(8,961) (527)

Net cash used in financing activities

(1,725) (3,126)

Net cash provided by (used in) financing activities

Free cash flow (non-GAAP measure)

Operating Activities

During the first nine months of 2025, cash provided by income was offset in part by investments in working capital.

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 $1.60 billion during the first nine months of 2025.

During the first nine months of 2024, cash provided by income was offset in part by investments in working capital.

An increase in inventories used cash of $0.22 billion.

A decrease in accounts payable used cash of $0.24 billion.

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 $1.43 billion during the first nine months of 2024.

Cash payments for income taxes were $0.65 billion during the first three months of 2025.

Investing Activities

During the first nine months of 2025, acquisitions used cash of $4.04 billion.

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 nine months of 2024, acquisitions used cash of $3.13 billion.

The company’s investing activities also included purchases of short-term investments of $2.07 billion, as well as $0.92 billion of purchases 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 nine months of 2025, issuance of debt and net commercial paper activity provided $3.34 billion of cash.

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 (2.1 million shares), of which $0.04 billion settled in the fourth quarter of 2025, and the payment of $0.47 billion in cash dividends.

On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.

All of the shares of common stock repurchased by the company during the first nine months of 2025 were under this program, depleting the 2024 authorization.

In the fourth quarter of 2025, the company issued $2.50 billion of senior notes (Note 3).

During the first nine months of 2024, issuance of debt provided $1.20 billion of cash.

Repayment of senior notes used $1.11 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.

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, 2024, except in connection with the completion of the filtration and separation business acquisition, which occurred on September 1, 2025, as well as the agreement to acquire Clario Holdings, Inc.

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.

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 generally accepted accounting principles (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.

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.

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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

THERMO FISHER SCIENTIFIC INC.

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.

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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.

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

THERMO FISHER SCIENTIFIC INC.

Three months ended

March 28, March 29,

(Dollars in millions except per share amounts) 2026 2025

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Selling, general and administrative expenses adjustments (b)

66 21 99 (24)

Restructuring and other costs (c)

135 45 316 151

Amortization of acquisition-related intangible assets 430 429

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Adjusted other income/(expense) (non-GAAP measure)

$ (7) $ (13) $ (19) $ (10)

THERMO FISHER SCIENTIFIC INC.

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(Dollars in millions except per share amounts) 2025 2024 2025 2024

Reconciliation of adjusted tax rate

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Equity in earnings/losses of unconsolidated entities 0.02 0.04

Noncontrolling interests adjustments (f) 0.00 (0.02) 0.00 (0.02)

Adjusted EPS (non-GAAP measure)

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Free cash flow (non-GAAP measure)

$ 1,840 $ 1,915 $ 3,319 $ 4,498

(a) Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and charges for the sale of inventory revalued at the date of acquisition.

Adjusted results in the first nine months of 2024 also exclude $13 million of charges for inventory write-downs associated with large-scale abandonment of product lines.

(b) Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.

(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, and abandoned facility and other expenses of headcount reductions and real estate consolidations.

Adjusted results in the third quarter and first nine months of 2025 also exclude $51 million of charges for disposition of a consolidated joint venture.

(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.

Adjusted results in the first nine months of 2025 also exclude $8 million of settlement charges for pension plans.

(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.

(f) Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.

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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 nine months of 2025.

There have been no significant changes in the company’s critical accounting policies during the first three months of 2026.

Recent Accounting Pronouncements

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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.

THERMO FISHER SCIENTIFIC INC.

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-Q

Item 2. Management’s Discussion and Analysis