THERMO FISHER SCIENTIFIC INC. 10-Q

Item 1. Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 28, December 31, (In millions except share and per share amounts) 2026 2025 Assets Current assets: Cash and cash equivalents $ 3,254 $ 9,852 Short-term investments 2 253 Accounts receivable, less allowances of $ 149 and $ 147 9,204 8,900 Inventories 5,496 5,425 Contract assets, net 1,684 1,666 Other current assets 2,677 2,612 Total current assets 22,316 28,707 Property, plant and equipment, net 10,658 10,565 Acquisition-related intangible assets, net 19,146 15,838 Other assets 5,973 5,871 Goodwill 55,187 49,362 Total assets $ 113,281 $ 110,343 Liabilities, redeemable noncontrolling interest and equity Current liabilities: Short-term obligations and current maturities of long-term obligations $ 3,090 $ 3,533 Accounts payable 3,344 3,622 Accrued payroll and employee benefits 1,565 1,995 Contract liabilities 2,928 2,710 Other accrued expenses 3,694 3,329 Total current liabilities 14,621 15,189 Deferred income taxes 2,107 1,493 Other long-term liabilities 4,421 4,273 Long-term obligations 40,071 35,852 Redeemable noncontrolling interest 121 122 Equity: Thermo Fisher Scientific Inc. shareholders’ equity: Preferred stock, $ 100 par value, 50,000 shares authorized; none issued — — Common stock, $ 1 par value, 1,200,000,000 shares authorized; 445,473,074 and 445,160,301 shares issued 445 445 Capital in excess of par value 18,713 18,563 Retained earnings 60,632 59,156 Treasury stock at cost, 73,851,609 and 68,938,831 shares ( 25,360 ) ( 22,309 ) Accumulated other comprehensive income/(loss) ( 2,497 ) ( 2,448 ) Total Thermo Fisher Scientific Inc. shareholders’ equity 51,934 53,407 Noncontrolling interests 7 7 Total equity 51,940 53,415 Total liabilities, redeemable noncontrolling interest and equity $ 113,281 $ 110,343 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 THERMO FISHER SCIENTIFIC INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended March 28, March 29, (In millions except per share amounts) 2026 2025 Revenues Product revenues $ 6,277 $ 5,980 Service revenues 4,728 4,384 Total revenues 11,005 10,364 Costs and operating expenses: Cost of product revenues 3,261 3,125 Cost of service revenues 3,314 3,004 Selling, general and administrative expenses 2,181 2,078 Research and development expenses 336 342 Restructuring and other costs 49 98 Total costs and operating expenses 9,142 8,648 Operating income 1,863 1,716 Interest income 233 203 Interest expense ( 354 ) ( 303 ) Other income/(expense) ( 9 ) 3 Income before income taxes 1,734 1,620 Benefit from/(provision for) income taxes ( 70 ) ( 95 ) Equity in earnings/(losses) of unconsolidated entities ( 8 ) ( 14 ) Net income 1,656 1,511 Less: net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest 5 4 Net income attributable to Thermo Fisher Scientific Inc. $ 1,651 $ 1,507 Earnings per share attributable to Thermo Fisher Scientific Inc. Basic $ 4.44 $ 3.99 Diluted $ 4.43 $ 3.98 Weighted average shares Basic 372 378 Diluted 373 379 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 THERMO FISHER SCIENTIFIC INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months ended March 28, March 29, (In millions) 2026 2025 Comprehensive income/(loss) Net income $ 1,656 $ 1,511 Other comprehensive income/(loss): Cumulative translation adjustment: Cumulative translation adjustment (net of tax provision (benefit) of $ 27 and $( 207 )) ( 58 ) 360 Unrealized gains/(losses) on hedging instruments: Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $ 0 and $ 0 ) 1 1 Pension and other postretirement benefit liability adjustments: Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $( 1 ) and $ 1 ) 2 ( 3 ) Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ 0 and $ 0 ) 1 1 Total other comprehensive income/(loss) ( 55 ) 358 Comprehensive income/(loss) 1,601 1,869 Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest ( 1 ) 8 Comprehensive income attributable to Thermo Fisher Scientific Inc. $ 1,602 $ 1,861 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 THERMO FISHER SCIENTIFIC INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 28, March 29, (In millions) 2026 2025 Operating activities Net income $ 1,656 $ 1,511 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment 306 276 Amortization of acquisition-related intangible assets 430 429 Change in deferred income taxes ( 258 ) ( 279 ) Stock-based compensation 83 75 Other net non-cash expenses 88 135 Changes in assets and liabilities, excluding the effects of acquisitions ( 1,112 ) ( 1,425 ) Net cash provided by operating activities 1,192 723 Investing activities Purchases of property, plant and equipment ( 376 ) ( 362 ) Proceeds from sale of property, plant and equipment 9 12 Proceeds from cross-currency interest rate swap interest settlements 96 87 Acquisitions, net of cash acquired ( 8,872 ) — Purchases of investments ( 14 ) ( 264 ) Proceeds from sales and maturities of investments 250 2 Other investing activities, net ( 55 ) ( 1 ) Net cash used in investing activities ( 8,961 ) ( 527 ) Financing activities Net proceeds from issuance of debt 5,238 2,840 Repayment of debt ( 1,412 ) ( 838 ) Proceeds from issuance of commercial paper 389 — Purchases of company common stock ( 3,000 ) ( 2,000 ) Dividends paid ( 162 ) ( 149 ) Other financing activities, net 39 45 Net cash provided by (used in) financing activities 1,093 ( 102 ) Exchange rate effect on cash 78 37 Increase/(decrease) in cash, cash equivalents and restricted cash ( 6,599 ) 132 Cash, cash equivalents and restricted cash at beginning of period 9,879 4,040 Cash, cash equivalents and restricted cash at end of period $ 3,280 $ 4,172 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 THERMO FISHER SCIENTIFIC INC. CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY (Unaudited) Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Income/(Loss) Total Thermo Fisher Scientific Inc. Shareholders’ Equity Noncontrolling Interests Total Equity (In millions) Shares Amount Shares Amount Three months ended March 28, 2026 Balance at December 31, 2025 $ 122 445 $ 445 $ 18,563 $ 59,156 69 $ ( 22,309 ) $ ( 2,448 ) $ 53,407 $ 7 $ 53,415 Issuance of shares under stock plans — — — 66 — — ( 22 ) — 44 — 44 Stock-based compensation — — — 83 — — — — 83 — 83 Purchases of company common stock — — — — — 5 ( 3,000 ) — ( 3,000 ) — ( 3,000 ) Dividends declared ($ 0.47 per share) — — — — ( 175 ) — — — ( 175 ) — ( 175 ) Net income/(loss) 4 — — — 1,651 — — — 1,651 — 1,651 Other comprehensive income/(loss) ( 6 ) — — — — — — ( 49 ) ( 49 ) — ( 49 ) Contributions from (distributions to) noncontrolling interest — — — — — — — — — ( 1 ) ( 1 ) Excise tax from stock repurchases — — — — — — ( 28 ) — ( 28 ) — ( 28 ) Balance at March 28, 2026 $ 121 445 $ 445 $ 18,713 $ 60,632 74 $ ( 25,360 ) $ ( 2,497 ) $ 51,934 $ 7 $ 51,940 Three months ended March 29, 2025 Balance at December 31, 2024 $ 120 444 $ 444 $ 17,962 $ 53,102 63 $ ( 19,226 ) $ ( 2,697 ) $ 49,584 $ ( 33 ) $ 49,551 Issuance of shares under stock plans — — — 74 — — ( 24 ) — 50 — 50 Stock-based compensation — — — 75 — — — — 75 — 75 Purchases of company common stock — — — — — 4 ( 2,000 ) — ( 2,000 ) — ( 2,000 ) Dividends declared ($ 0.43 per share) — — — — ( 163 ) — — — ( 163 ) — ( 163 ) Net income/(loss) 5 — — — 1,507 — — — 1,507 — 1,507 Other comprehensive income/(loss) 3 — — — — — — 354 354 1 355 Contributions from (distributions to) noncontrolling interest — — — — — — — — — ( 1 ) ( 1 ) Excise tax from stock repurchases — — — — — — ( 18 ) — ( 18 ) — ( 18 ) Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. Interim Financial Statements The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at March 28, 2026, the results of operations for the three-month periods ended March 28, 2026 and March 29, 2025, and the cash flows for the three-month periods ended March 28, 2026 and March 29, 2025. Interim results are not necessarily indicative of results for a full year. The condensed consolidated balance sheet presented as of December 31, 2025, has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. Certain reclassifications of prior year amounts have been made to conform to the current year presentation. Note 1 to the consolidated financial statements for 2025 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the company’s significant accounting policies during the three months ended March 28, 2026. Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Actual results could differ from those estimates. Recent Accounting Pronouncements The following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact on the company's financial statements or disclosures. Standard Description Adoption timing and approach Impact of adoption or other significant matters Standards recently adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid. 2025 annual report and interim periods thereafter using a prospective method. Increased annual disclosures in Notes 7 and 9 Standards not yet adopted ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses New guidance to disclose specified information about certain costs and expenses. 2027 annual report and interim periods thereafter using a prospective or retrospective method. Will increase disclosures in Note 6 8 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Standard Description Adoption timing and approach Impact of adoption or other significant matters ASU No. 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software Among other things, new guidance to modernize the accounting for costs to develop software for internal use. 2028 annual report and interim periods thereafter using a prospective, retrospective, or modified transition method; early adoption is permitted. Currently evaluating adoption impact, timing, and method ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities Among other things, establishes guidance for the recognition, measurement, and presentation of government grants. 2029 using a retrospective, modified retrospective, or modified prospective approach; early adoption is permitted. Currently evaluating adoption impact, timing, and method Note 2 . Supplemental Balance Sheet Information Inventories The components of inventories are as follows: (In millions) March 28, 2026 December 31, 2025 Raw materials $ 1,925 $ 1,877 Work in process 942 889 Finished goods 2,629 2,659 Inventories $ 5,496 $ 5,425 Contract-related Balances Contract asset and liability balances are as follows: (In millions) March 28, 2026 December 31, 2025 Current contract assets, net $ 1,684 $ 1,666 Noncurrent contract assets, net 1 1 Current contract liabilities 2,928 2,710 Noncurrent contract liabilities 1,034 1,183 In the three months ended March 28, 2026, the company recognized revenues of $ 1.29 billion that were included in the contract liabilities balance at December 31, 2025. In the three months ended March 29, 2025, the company recognized revenues of $ 1.36 billion that were included in the contract liabilities balance at December 31, 2024. Remaining Performance Obligations The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of March 28, 2026, was $ 29.41 billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately 52 % of which is expected to occur within the next twelve months . Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years . Note 3 . Debt and Other Financing Arrangements The company’s debt and other financing arrangements are as follows: Effective interest rate at March 28, March 28, December 31, (Dollars in millions) 2026 2026 2025 Commercial Paper 3.87 % $ 393 $ — 3.20 % 3 -Year Senior Notes, Due 1/21/2026 (euro-denominated) — 587 1.40 % 8.5 -Year Senior Notes, Due 1/23/2026 (euro-denominated) — 822 4.953 % 3 -Year Senior Notes, Due 8/10/2026 5.15 % 600 600 0.832 % 1.5 -Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated) 1.13 % 513 517 9 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Effective interest rate at March 28, March 28, December 31, (Dollars in millions) 2026 2026 2025 5.00 % 3 -Year Senior Notes, Due 12/5/2026 5.25 % 1,000 1,000 1.45 % 10 -Year Senior Notes, Due 3/16/2027 (euro-denominated) 1.66 % 575 587 1.75 % 7 -Year Senior Notes, Due 4/15/2027 (euro-denominated) 1.97 % 691 705 1.054 % 5 -Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated) 1.18 % 180 184 4.80 % 5 -Year Senior Notes, Due 11/21/2027 5.00 % 600 600 Floating Rate (EURIBOR + 0.280 %) 2 -Year Senior Notes, Due 12/1/2027 (euro-denominated) 2.52 % 1,151 1,175 0.790 % 3 -Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated) 1.34 % 110 111 0.50 % 8.5 -Year Senior Notes, Due 3/1/2028 (euro-denominated) 0.77 % 921 940 1.6525 % 4 -Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated) 1.79 % 413 416 0.77 % 5 -Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated) 0.90 % 181 185 1.375 % 12 -Year Senior Notes, Due 9/12/2028 (euro-denominated) 1.46 % 691 705 1.75 % 7 -Year Senior Notes, Due 10/15/2028 1.89 % 700 700 5.00 % 5 -Year Senior Notes, Due 1/31/2029 5.24 % 1,000 1,000 1.125 % 4 -Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated) 1.26 % 394 397 1.95 % 12 -Year Senior Notes, Due 7/24/2029 (euro-denominated) 2.08 % 806 822 2.60 % 10 -Year Senior Notes, Due 10/1/2029 2.74 % 900 900 1.279 % 7 -Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated) 1.44 % 29 30 1.120 % 5 -Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated) 1.25 % 293 295 4.977 % 7 -Year Senior Notes, Due 8/10/2030 5.12 % 750 750 0.80 % 9 -Year Senior Notes, Due 10/18/2030 (euro-denominated) 0.89 % 2,014 2,056 4.215 % 5 -Year Senior Notes, Due 2/12/2031 4.41 % 1,000 — 4.200 % 5.5 -Year Senior Notes Due 3/1/2031 4.41 % 500 500 0.875 % 12 -Year Senior Notes, Due 10/1/2031 (euro-denominated) 1.13 % 1,036 1,057 2.00 % 10 -Year Senior Notes, Due 10/15/2031 2.23 % 1,200 1,200 1.8401 % 8 -Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated) 1.92 % 519 524 2.375 % 12 -Year Senior Notes, Due 4/15/2032 (euro-denominated) 2.55 % 691 705 4.473 % 7 -Year Senior Notes, Due 10/7/2032 4.62 % 750 750 1.49 % 10 -Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated) 1.60 % 39 40 4.95 % 10 -Year Senior Notes, Due 11/21/2032 5.09 % 600 600 1.4175 % 8 -Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated) 1.49 % 438 442 4.550 % 7.3 -Year Senior Notes, Due 6/15/2033 4.73 % 750 — 5.086 % 10 -Year Senior Notes, Due 8/10/2033 5.20 % 1,000 1,000 1.125 % 12 -Year Senior Notes, Due 10/18/2033 (euro-denominated) 1.21 % 1,726 1,762 5.20 % 10 -Year Senior Notes, Due 1/31/2034 5.34 % 500 500 3.65 % 12 -Year Senior Notes, Due 11/21/2034 (euro-denominated) 3.76 % 863 881 1.50 % 12 -Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated) 1.58 % 134 137 4.794 % 10 -Year Senior Notes, Due 10/7/2035 4.91 % 750 750 3.628 % 10 -Year Senior Notes, Due 12/1/2035 (euro-denominated) 3.70 % 1,266 1,292 4.902 % 10 -Year Senior Notes, Due 2/12/2036 5.02 % 1,300 — 1.76 % 10 -Year Senior Notes, Due 3/3/2036 (Swiss franc-denominated) 1.81 % 363 — 2.0375 % 12 -Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated) 2.10 % 407 410 1.520 % 12 -Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated) 1.56 % 389 392 1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated) 1.71 % 269 271 2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated) 2.94 % 806 822 10 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Effective interest rate at March 28, March 28, December 31, (Dollars in millions) 2026 2026 2025 4.894 % 12 -Year Senior Notes, Due 10/7/2037 5.00 % 500 500 1.90 % 12 -Year Senior Notes, Due 3/3/2038 (Swiss franc-denominated) 1.95 % 314 — 1.50 % 20 -Year Senior Notes, Due 10/1/2039 (euro-denominated) 1.73 % 1,036 1,057 2.01 % 15 -Year Senior Notes, Due 3/3/2041 (Swiss franc-denominated) 2.05 % 357 — 2.80 % 20 -Year Senior Notes, Due 10/15/2041 2.90 % 1,200 1,200 1.625 % 20 -Year Senior Notes, Due 10/18/2041 (euro-denominated) 1.78 % 1,439 1,468 2.069 % 20 -Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated) 2.13 % 91 93 5.404 % 20 -Year Senior Notes, Due 8/10/2043 5.50 % 600 600 2.02 % 20 -Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated) 2.06 % 181 185 5.30 % 30 -Year Senior Notes, Due 2/1/2044 5.37 % 400 400 1.49 % 20 -Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated) 1.54 % 232 233 1.8975 % 20 -Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated) 1.95 % 169 170 5.546 % 20 -Year Senior Notes, Due 2/12/2046 5.64 % 750 — 2.11 % 20 -Year Senior Notes, Due 3/3/2046 (Swiss franc-denominated) 2.18 % 169 — 4.10 % 30 -Year Senior Notes, Due 8/15/2047 4.23 % 750 750 1.875 % 30 -Year Senior Notes, Due 10/1/2049 (euro-denominated) 1.99 % 1,151 1,175 1.47 % 25 -Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated) 1.49 % 409 413 2.00 % 30 -Year Senior Notes, Due 10/18/2051 (euro-denominated) 2.07 % 863 881 2.382 % 30 -Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated) 2.43 % 208 212 2.06 % 30 -Year Senior Notes, Due 3/3/2056 (Swiss franc-denominated) 2.09 % 248 — Other 1 1 Total borrowings at par value 43,267 39,459 Unamortized discount ( 91 ) ( 94 ) Unamortized debt issuance costs ( 229 ) ( 194 ) Total borrowings at carrying value 42,947 39,172 Finance lease liabilities 213 213 Less: Short-term obligations and current maturities 3,090 3,533 Long-term obligations $ 40,071 $ 35,852 EURIBOR - Euro Interbank Offered Rate The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs. See Note 4 for fair value information pertaining to the company’s long-term borrowings. Credit Facilities The company has a revolving credit facility (the Facility) with a bank group that provides for up to $ 5.00 billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2028. The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), EURIBOR-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5 :1.0 as of the last day of any fiscal quarter. As of March 28, 2026, no borrowings were outstanding under the Facility. 11 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Commercial Paper Programs The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. Senior Notes Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes, quarterly on the euro-denominated floating rate senior note, and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes, and Japanese yen-denominated and Swiss franc-denominated private placement notes may be redeemed at a redemption price of 100 % of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of the Japanese yen-denominated and Swiss franc-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants related to its senior notes at March 28, 2026. Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of March 28, 2026, included in the table above (collectively, the “Euronotes”) in registered public offerings: the Floating Rate Senior Notes due 2027, the 0.80 % Senior Notes due 2030, the 1.125 % Senior Notes due 2033, the 3.628 % Senior Notes due 2035, the 1.625 % Senior Notes due 2041, and the 2.00 % Senior Notes due 2051. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company. Note 4 . Fair Value Measurements Fair Value Measurements The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis: March 28, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (In millions) 2026 (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 137 $ 137 $ — $ — Investments 110 25 — 85 Insurance contracts 266 — 266 — Derivative contracts 780 — 780 — Contingent consideration 67 — — 67 Total assets $ 1,362 $ 163 $ 1,047 $ 152 Liabilities Derivative contracts $ 598 $ — $ 598 $ — Contingent consideration 168 — — 168 Total liabilities $ 767 $ — $ 598 $ 168 12 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (In millions) 2025 (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 6,907 $ 6,907 $ — $ — Bank time deposits 250 250 — — Investments 103 27 — 76 Insurance contracts 280 — 280 — Derivative contracts 685 — 685 — Contingent consideration 67 — — 67 Total assets $ 8,292 $ 7,184 $ 966 $ 143 Liabilities Derivative contracts $ 506 $ — $ 506 $ — Contingent consideration 16 — — 16 Total liabilities $ 522 $ — $ 506 $ 16 In the three-month periods ended March 28, 2026, and March 29, 2025, the company recorded $( 1 ) million and $ 2 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income. The following table provides a rollforward of investments classified as level 3: Three months ended (In millions) March 28, 2026 March 29, 2025 Investments Beginning balance $ 76 $ 21 Purchases 9 11 Ending balance $ 85 $ 31 The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of a qualifying transaction), of the contingent consideration asset: Three months ended (In millions) March 28, 2026 Contingent consideration asset Beginning balance $ 67 Changes in fair value included in earnings 1 Ending balance $ 67 The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration liabilities. Three months ended (In millions) March 28, 2026 March 29, 2025 Contingent consideration liabilities Beginning balance $ 16 $ 13 Acquisitions (including assumed balances) 153 — Changes in fair value included in earnings — 1 Ending balance $ 168 $ 13 13 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Fair Value of Other Financial Instruments The carrying value and fair value of the company’s debt instruments are as follows: March 28, 2026 December 31, 2025 (In millions) Carrying value Fair value Carrying value Fair value Senior notes $ 42,554 $ 39,354 $ 39,171 $ 36,606 Commercial paper 393 393 — — Other 1 1 1 1 $ 42,947 $ 39,747 $ 39,172 $ 36,607 The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements. Note 5 . Commitments and Contingencies Environmental Matters The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At March 28, 2026, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows. Litigation and Related Contingencies The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in these interim financial statements and notes, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows. Product Liability, Workers Compensation and Other Personal Injury Matters The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. At March 28, 2026, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K. Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis. 14 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 6. Supplemental Income Statement Information Disaggregated Revenues Revenues by type are as follows: Three months ended (In millions) March 28, 2026 March 29, 2025 Revenues Consumables $ 4,722 $ 4,354 Instruments 1,555 1,626 Services 4,728 4,384 Consolidated revenues $ 11,005 $ 10,364 Revenues by geographic region based on customer location are as follows: Three months ended (In millions) March 28, 2026 March 29, 2025 Revenues North America $ 5,705 $ 5,513 Europe 2,957 2,624 Asia-Pacific 1,970 1,891 Other regions 372 337 Consolidated revenues $ 11,005 $ 10,364 Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions. Revenues by business are as follows: Three months ended (In millions) March 28, 2026 March 29, 2025 Revenues Biosciences $ 981 $ 993 Genetic sciences 655 677 BioProduction 893 671 Other 107 — Life Sciences Solutions 2,636 2,341 Chromatography and mass spectrometry 798 773 Chemical analysis 285 286 Electron microscopy 633 659 Analytical Instruments 1,716 1,718 Clinical diagnostics 271 263 ImmunoDiagnostics 230 217 Microbiology 160 152 Transplant diagnostics 121 113 Healthcare market channel 430 474 Elimination of intrasegment revenues ( 71 ) ( 72 ) Specialty Diagnostics 1,142 1,148 Laboratory products 569 582 Research and safety market channel 1,827 1,727 Pharma services 1,741 1,607 Clinical research 2,128 1,939 Elimination of intrasegment revenues and other ( 228 ) ( 214 ) Laboratory Products and Biopharma Services 6,036 5,640 Elimination of intersegment revenues ( 524 ) ( 482 ) Consolidated revenues $ 11,005 $ 10,364 15 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Restructuring and Other Costs In the first three months of 2026, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters. In 2026, severance actions associated with facility consolidations and cost reduction measures affected less than 1 % of the company’s workforce. As of May 1, 2026, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ 290 million, primarily in 2026, and expects to identify additional actions in future periods. Restructuring and other costs are as follows: Three months ended (In millions) March 28, 2026 Life Sciences Solutions $ 9 Analytical Instruments 4 Laboratory Products and Biopharma Services 33 Corporate 3 $ 49 The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets. Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table. (In millions) Total (a) Balance at December 31, 2025 $ 70 Net restructuring charges incurred in 2026 (b) 34 Payments ( 37 ) Currency translation and other ( 2 ) Balance at March 28, 2026 $ 65 (a) The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations. (b) Excludes $ 15 million of net charges, principally $ 14 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services segment. The company expects to pay accrued restructuring costs primarily through 2026. Earnings per Share The company’s earnings per share are as follows: Three months ended March 28, March 29, (In millions except per share amounts) 2026 2025 Net income attributable to Thermo Fisher Scientific Inc. $ 1,651 $ 1,507 Basic weighted average shares 372 378 Plus effect of: stock options and restricted stock units 1 1 Diluted weighted average shares 373 379 Basic earnings per share $ 4.44 $ 3.99 Diluted earnings per share $ 4.43 $ 3.98 Antidilutive stock options excluded from diluted weighted average shares 3 3 16 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 7 . Income Taxes The provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following: Three months ended (Dollars in millions) March 28, 2026 March 29, 2025 U.S. federal statutory tax rate $ 364 21.0 % $ 340 21.0 % State and local income taxes, net of federal income tax effect 21 1.2 % 14 0.8 % Foreign tax effects ( 150 ) ( 8.7 ) % ( 43 ) ( 2.6 ) % Effect of changes in tax laws or rates enacted in the current period — 0.0 % 2 0.1 % Effect of cross-border tax laws 59 3.4 % 19 1.2 % Tax credits ( 46 ) ( 2.6 ) % ( 45 ) ( 2.8 ) % Changes in valuation allowances — 0.0 % ( 28 ) ( 1.7 ) % Nontaxable or nondeductible items — 0.0 % ( 8 ) ( 0.5 ) % Changes in unrecognized tax benefits 1 0.0 % ( 28 ) ( 1.7 ) % Other adjustments ( 179 ) ( 10.3 ) % ( 128 ) ( 7.9 ) % Effective tax rate $ 70 4.0 % $ 95 5.8 % In the first three months of 2026 and 2025, the company recorded deferred tax benefits from the recognition of a tax attribute related to domestication transactions of $ 175 million and $ 125 million, respectively, included in Other adjustments above. The company has operations and a taxable presence in approximately 70 countries outside the U.S. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different than the U.S. federal statutory rate. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. The OBBBA made changes to certain US corporate tax provisions which are effective beginning in 2026. The enactment of the OBBBA does not have a material impact on the results from operations for the current year or future years. Unrecognized Tax Benefits As of March 28, 2026, the company had $ 0.42 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (In millions) 2026 Balance at beginning of year $ 419 Additions for tax positions of current year 1 Balance at end of period $ 420 Note 8 . Comprehensive Income/(Loss) and Shareholders' Equity Comprehensive Income/(Loss) Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows: (In millions) Cumulative translation adjustment Unrealized gains/(losses) on hedging instruments Pension and other postretirement benefit liability adjustment Total Three months ended March 28, 2026 Balance at December 31, 2025 $ ( 2,181 ) $ ( 23 ) $ ( 245 ) $ ( 2,448 ) Other comprehensive income/(loss) before reclassifications ( 58 ) — 2 ( 57 ) Amounts reclassified from accumulated other comprehensive income/(loss) 6 1 1 8 Net other comprehensive income/(loss) ( 53 ) 1 3 ( 49 ) Balance at March 28, 2026 $ ( 2,234 ) $ ( 22 ) $ ( 242 ) $ ( 2,497 ) 17 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 9 . Supplemental Cash Flow Information Supplemental cash flow information is as follows: Three months ended (In millions) March 28, 2026 March 29, 2025 Non-cash investing and financing activities Acquired but unpaid property, plant and equipment $ 206 $ 173 Declared but unpaid dividends 177 164 Issuance of stock upon vesting of restricted stock units 62 65 Excise tax from stock repurchases 28 18 Cash, cash equivalents and restricted cash is included in the accompanying balance sheet as follows: (In millions) March 28, 2026 December 31, 2025 Cash and cash equivalents $ 3,254 $ 9,852 Restricted cash included in other current assets 4 5 Restricted cash included in other assets 22 22 Cash, cash equivalents and restricted cash $ 3,280 $ 9,879 Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees, pension related deposits, and incoming cash in China awaiting government administrative clearance. Note 10 . Derivatives Derivative Contracts The following table provides the aggregate notional value of outstanding derivative contracts. (In millions) March 28, 2026 December 31, 2025 Notional amount Cross-currency interest rate swaps designated as net investment hedge - euro $ — $ 1,000 Cross-currency interest rate swaps designated as net investment hedge - Japanese yen 4,650 4,650 Cross-currency interest rate swaps designated as net investment hedge - Swiss franc 8,800 5,000 Currency exchange contracts 1,286 2,248 While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet. The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income. Fair value – assets Fair value – liabilities March 28, December 31, March 28, December 31, (In millions) 2026 2025 2026 2025 Derivatives designated as hedging instruments Cross-currency interest rate swaps $ 778 $ 684 $ 597 $ 504 Derivatives not designated as hedging instruments Currency exchange contracts 2 2 1 2 Total derivatives $ 780 $ 685 $ 598 $ 506 18 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table provides information on the company’s derivative positions subject to master netting arrangements, presented on a net basis, had the company elected to offset the asset and liability balances of its positions in the consolidated balance sheets: Fair value – assets Fair value – liabilities March 28, December 31, March 28, December 31, (In millions) 2026 2025 2026 2025 Gross amounts recognized in the consolidated balance sheets $ 780 $ 685 $ 598 $ 506 Gross amounts subject to offset in master netting arrangements not offset in the consolidated balance sheets ( 444 ) ( 319 ) ( 444 ) ( 319 ) Total derivatives, net $ 337 $ 366 $ 155 $ 187 The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other current assets, other assets, other current liabilities, or other long-term liabilities. The fair value of the currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses. Gain/(loss) recognized Three months ended March 28, March 29, (In millions) 2026 2025 Derivatives designated as cash flow hedges Interest rate swaps Amount reclassified from accumulated other comprehensive income/(loss) to interest expense $ ( 1 ) $ ( 1 ) Financial instruments designated as net investment hedges Foreign currency-denominated debt and other payables Included in cumulative translation adjustment within other comprehensive income/(loss) 222 ( 450 ) Cross-currency interest rate swaps Included in cumulative translation adjustment within other comprehensive income/(loss) ( 55 ) ( 119 ) Included in interest expense 97 68 Derivatives not designated as hedging instruments Currency exchange contracts Included in cost of product revenues 1 1 Included in other income/(expense) 7 10 Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions. See Note 1 to the consolidated financial statements for 2025 included in the company’s Annual Report on Form 10-K for additional information on the company’s risk management objectives and strategies. Note 11. Business Segment Information Business Segment Information The company’s financial performance is reported in four segments. During 2026, there have been no changes to the company’s basis of segmentation or in the basis of measurement of segment income. Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses, as well as elimination of intersegment and intrasegment profits. Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period. 19 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2026 Three months ended March 28, 2026 (In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total Revenues Revenues from external customers $ 2,219 $ 1,667 $ 1,124 $ 5,995 $ 11,005 Intersegment revenues 417 49 18 41 524 2,636 1,716 1,142 6,036 11,529 Elimination of intersegment revenues ( 524 ) Consolidated revenues $ 11,005 Segment Income Cost of revenues 1,004 876 657 4,757 Selling, general, and administrative expenses 496 313 177 597 Research and development expenses 131 139 44 15 Other segment items 50 34 ( 49 ) ( 110 ) Segment income 954 355 313 778 2,399 Unallocated amounts Cost of revenues adjustments ( 14 ) Selling, general and administrative expenses adjustments ( 43 ) Restructuring and other costs ( 49 ) Amortization of acquisition-related intangible assets ( 430 ) Interest income 233 Interest expense ( 354 ) Other income/(expense) ( 9 ) Consolidated income before income taxes $ 1,734 (In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated Segment assets $ 98,434 $ 3,490 $ 3,104 $ 1,332 $ 6,921 $ 113,281 Purchases of property, plant and equipment 28 20 36 35 259 376 Depreciation of property, plant and equipment — 70 26 24 186 306 20 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2025 Three months ended March 29, 2025 (In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total Revenues Revenues from external customers $ 1,954 $ 1,677 $ 1,130 $ 5,603 $ 10,364 Intersegment revenues 387 41 18 37 482 2,341 1,718 1,148 5,640 10,846 Elimination of intersegment revenues ( 482 ) Consolidated revenues $ 10,364 Segment Income Cost of revenues 855 835 679 4,410 Selling, general, and administrative expenses 468 313 171 588 Research and development expenses 139 137 45 13 Other segment items 45 33 ( 51 ) ( 103 ) Segment income 834 399 304 731 2,269 Unallocated amounts Cost of revenues adjustments ( 11 ) Selling, general and administrative expenses adjustments ( 14 ) Restructuring and other costs ( 98 ) Amortization of acquisition-related intangible assets ( 429 ) Interest income 203 Interest expense ( 303 ) Other income/(expense) 3 Consolidated income before income taxes $ 1,620 (In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated Segment assets $ 85,272 $ 3,018 $ 2,986 $ 1,298 $ 6,467 $ 99,041 Purchases of property, plant and equipment 36 43 44 33 205 362 Depreciation of property, plant and equipment — 59 24 22 172 276 Note 12 . Acquisitions and Divestiture Acquisitions The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products and services. Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition. 21 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2026 On March 24, 2026, the company acquired, within the Laboratory Products and Biopharma Services segment, Clario Holdings, Inc., a U.S.-based leading provider of endpoint data solutions for clinical trials. The acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from patient data to improve decision-making, accelerate innovation and drive greater productivity. The goodwill recorded as a result of this business combination is not expected to be tax deductible. The components of the preliminary purchase price and net assets acquired are as follows: (In millions) Clario Purchase price Cash paid $ 5,806 Debt settled 3,180 Purchase price payable 121 Fair value of contingent consideration 110 Cash acquired ( 117 ) $ 9,099 Net assets acquired Definite-lived intangible assets Customer relationships $ 2,481 Product technology 844 Trade names 19 Backlog 461 Goodwill 6,120 Net other assets/(liabilities) 392 Contract liabilities ( 375 ) Deferred tax assets/(liabilities) ( 843 ) $ 9,099 The preliminary allocation of the purchase price for the acquisition of Clario is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, contract liabilities and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions. In 2026, the company also acquired, within the Analytical Instruments segment, two proteomics software companies including one in the U.S. and one in Germany, further strengthening our mass spectrometry and proteomics software capabilities. The weighted-average amortization periods for definite-lived intangible assets acquired in 2026 are 20 years for customer relationships, 7 years for product technology, 3 years for trade names, and 3 years for backlog. The weighted-average amortization period for all definite-lived intangible assets acquired in 2026 is 15 years. 22 THERMO FISHER SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2025 On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing. The goodwill recorded as a result of this business combination is not expected to be tax deductible. The components of the preliminary purchase price and net assets acquired are as follows: (In millions) Filtration and separation business Purchase price Cash paid $ 3,939 Fair value of contingent consideration ( 66 ) Cash acquired ( 9 ) $ 3,865 Net assets acquired Property, plant and equipment $ 470 Definite-lived intangible assets Customer relationships 1,116 Product technology 388 Trade names 51 Goodwill 2,068 Net other assets/(liabilities) 150 Deferred tax assets/(liabilities) ( 377 ) $ 3,865 The preliminary allocation of the purchase price for the acquisition of Solventum’s Filtration and Separation business is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, inventory and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions. In addition, in 2025, the company acquired within the Laboratory Products and Biopharma Services segment, a sterile fill finishing and packaging facility to meet the growing demand from pharma and biotech customers for U.S. manufacturing capacity. The weighted-average amortization periods for definite-lived intangible assets acquired in 2025 are 18 years for customer relationships, 19 years for product technology, and 15 years for trade names. The weighted-average amortization period for all definite-lived intangible assets acquired in 2025 is 18 years. Divestiture On April 27, 2026, the company entered into an agreement to sell its microbiology business to Astorg for approximately $ 1.075 billion, consisting of cash and a $ 50 million seller note. The business is part of the Specialty Diagnostics segment. The sale is subject to customary closing conditions and applicable regulatory approvals and is expected to close in the second half of 2026. The assets and liabilities of the microbiology business were as follows as of March 28, 2026: (In millions) Current assets $ 231 Long-term assets 758 Current liabilities 72 Long-term liabilities 59 23 THERMO FISHER SCIENTIFIC INC.