What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 255 added, 99 removed, 756 unchanged (32% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

March 28, December 31,

June 27, December 31,

(In millions except share and per share amounts) 2026 2025

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended

March 28, March 29,

Three months ended Six months ended

June 27, June 28, June 27, June 28,

(In millions except per share amounts) 2026 2025 2026 2025

2 unchanged sentences

Service revenues

5,171 4,605 9,899 8,990

Total revenues

2 unchanged sentences

Cost of product revenues

3,462 3,239 6,723 6,364

Cost of service revenues

3,650 3,207 6,964 6,212

Selling, general and administrative expenses

2,333 2,140 4,514 4,218

Research and development expenses

364 352 700 695

Restructuring and other costs

98 82 147 180

Total costs and operating expenses

9,907 9,021 19,049 17,668

Operating income 2,087 1,834 3,950 3,551

2 unchanged sentences

Other income/(expense)

31 ( 19 ) 22 ( 16 )

Income before income taxes

1,924 1,709 3,658 3,329

Benefit from/(provision for) income taxes

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

March 28, March 29,

Three months ended Six months ended

June 27, June 28, June 27, June 28,

(In millions) 2026 2025 2026 2025

4 unchanged sentences

Cumulative translation adjustment (net of tax provision (benefit) of $( 41 ), $( 207 ), $( 14 ), and $( 414 ))

39 ( 447 ) ( 19 ) ( 87 )

Unrealized gains/(losses) on hedging instruments:

2 unchanged sentences

Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $ 0 , $ 3 , $( 1 ), and $ 4 )

— ( 8 ) 2 ( 11 )

Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ 0 , $ 1 , $ 1 and $ 1 )

1 unchanged sentence

Comprehensive income/(loss)

1,782 1,168 3,383 3,037

comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest 9 4 8 12

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

March 28, March 29,

Six months ended

June 27, June 28,

(In millions) 2026 2025

17 unchanged sentences

Proceeds from sales and maturities of investments 253 6

Net proceeds from terminations of cross-currency interest rate swaps 481 —

Other investing activities, net

6 unchanged sentences

Proceeds from issuance of commercial paper

Repayments of commercial paper

Purchases of company common stock

3 unchanged sentences

Other financing activities, net

Net cash provided by (used in) financing activities

Net cash used in financing activities

( 478 ) ( 1,093 )

12 unchanged sentences

(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

Three months ended June 27, 2026

Balance at March 28, 2026 $ 121 445 $ 445 $ 18,713 $ 60,632 74 $ ( 25,360 ) $ ( 2,497 ) $ 51,934 $ 7 $ 51,940

Issuance of shares under stock plans

10 unchanged sentences

4 — — — — — — 37 37 — 37

Contributions from (distributions to) noncontrolling interest — — — — — — — — — ( 1 ) ( 1 )

Contributions from (distributions to) noncontrolling interests ( 7 ) — — — — — — — — — —

Excise tax from stock repurchases — — — — — — ( 9 ) — ( 9 ) — ( 9 )

Balance at June 27, 2026 $ 121 446 $ 446 $ 18,870 $ 62,194 76 $ ( 26,370 ) $ ( 2,460 ) $ 52,679 $ 7 $ 52,686

Three months ended June 28, 2025

Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357

Three months ended March 29, 2025

Issuance of shares under stock plans

— — — 41 — — ( 1 ) — 40 — 40

Stock-based compensation

— — — 81 — — — — 81 — 81

Dividends declared ($ 0.43 per share)

— — — — ( 163 ) — — — ( 163 ) — ( 163 )

Net income/(loss)

3 — — — 1,617 — — — 1,617 ( 2 ) 1,615

Other comprehensive income/(loss)

3 — — — — — — ( 453 ) ( 453 ) — ( 454 )

Contributions from (distributions to) noncontrolling interests ( 8 ) — — — — — — — — — —

Balance at June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

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

THERMO FISHER SCIENTIFIC INC.

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

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

Six months ended June 27, 2026

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

11 unchanged sentences

( 2 ) — — — — — — ( 12 ) ( 12 ) — ( 12 )

Contributions from (distributions to) noncontrolling interest — — — — — — — — — ( 1 ) ( 1 )

Contributions from (distributions to) noncontrolling interests ( 7 ) — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — ( 38 ) — ( 38 ) — ( 38 )

Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357

Balance at June 27, 2026 $ 121 446 $ 446 $ 18,870 $ 62,194 76 $ ( 26,370 ) $ ( 2,460 ) $ 52,679 $ 7 $ 52,686

Six months ended June 28, 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

— 1 1 115 — — ( 26 ) — 90 — 90

Stock-based compensation

— — — 156 — — — — 156 — 156

Purchases of company common stock

— — — — — 4 ( 2,000 ) — ( 2,000 ) — ( 2,000 )

Dividends declared ($ 0.86 per share)

— — — — ( 325 ) — — — ( 325 ) — ( 325 )

Net income/(loss)

8 — — — 3,124 — — — 3,124 ( 2 ) 3,122

Other comprehensive income/(loss)

6 — — — — — — ( 99 ) ( 99 ) — ( 99 )

Contributions from (distributions to) noncontrolling interests ( 8 ) — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — ( 17 ) — ( 17 ) — ( 17 )

Balance at June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

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

7 unchanged sentences

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.

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 June 27, 2026, the results of operations for the three- and six-month periods ended June 27, 2026 and June 28, 2025, and the cash flows for the six-month periods ended June 27, 2026 and June 28, 2025.

Interim results are not necessarily indicative of results for a full year.

4 unchanged sentences

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.

There have been no material changes in the company’s significant accounting policies during the six months ended June 27, 2026.

Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts.

36 unchanged sentences

The components of inventories are as follows:

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

(In millions) June 27, 2026 December 31, 2025

Raw materials $ 1,991 $ 1,877

4 unchanged sentences

Contract asset and liability balances are as follows:

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

(In millions) June 27, 2026 December 31, 2025

Current contract assets, net $ 1,688 $ 1,666

2 unchanged sentences

Noncurrent contract liabilities 1,043 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.

In the three- and six-month periods ended June 27, 2026, the company recognized revenues of $ 0.71 billion and $ 2.00 billion, respectively, that were included in the contract liabilities balance at December 31, 2025.

In the three- and six-month periods ended June 28, 2025, the company recognized revenues of $ 0.73 billion and $ 2.09 billion, respectively, 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 aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of June 27, 2026, was $ 29.70 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 .

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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,

Effective interest rate at June 27, June 27, 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)

4 unchanged sentences

1.12 % 506 517

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

67 unchanged sentences

1.58 % 133 137

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at June 27, June 27, December 31,

(Dollars in millions) 2026 2026 2025

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

13 unchanged sentences

2.94 % 797 822

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

46 unchanged sentences

See Note 4 for fair value information pertaining to the company’s long-term borrowings.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Credit Facilities

5 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 27, 2026, no borrowings were outstanding under the Facility.

Commercial Paper Programs

9 unchanged sentences

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.

The company was in compliance with all covenants related to its senior notes at June 27, 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:

(Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of June 27, 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.

2 unchanged sentences

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

1 unchanged sentence

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

March 28, Quoted

June 27, Quoted

markets Significant

12 unchanged sentences

$ 845 $ — $ 667 $ 178

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, Quoted

14 unchanged sentences

$ 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.

In the three- and six-month periods ended June 27, 2026, the company recorded $ 24 million and $ 23 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

In the three- and six-month periods ended June 28, 2025, the company recorded $( 3 ) million and $( 2 ) million 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

Three months ended Six months ended

(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Beginning balance $ 85 $ 31 $ 76 $ 21

1 unchanged sentence

Ending balance $ 92 $ 59 $ 92 $ 59

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three months ended Six months ended

(In millions) June 27, 2026 June 27, 2026

Contingent consideration asset

3 unchanged sentences

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

Three months ended Six months ended

(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Contingent consideration liabilities

1 unchanged sentence

Acquisitions (including assumed balances) 2 — 156 —

Payments ( 9 ) ( 6 ) ( 9 ) ( 6 )

Changes in fair value included in earnings 17 ( 2 ) 16 ( 1 )

Currency translation ( 1 ) — ( 1 ) —

Ending balance $ 178 $ 5 $ 178 $ 5

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

June 27, 2026 December 31, 2025

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

$ 42,284 $ 39,604 $ 39,171 $ 36,606

Commercial paper

$ 42,284 $ 39,604 $ 39,172 $ 36,607

6 unchanged sentences

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.

At June 27, 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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Litigation and Related Contingencies

6 unchanged sentences

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.

At June 27, 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.

2 unchanged sentences

Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Income Statement Information

1 unchanged sentence

Revenues by type are as follows:

Three months ended

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

Three months ended Six months ended

(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

$ 5,073 $ 4,606 $ 9,794 $ 8,960

1,750 1,644 3,305 3,270

5,171 4,605 9,899 8,990

Consolidated revenues $ 11,994 $ 10,855 $ 22,999 $ 21,219

Revenues by geographic region based on customer location are as follows:

Three months ended

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

Three months ended Six months ended

(In millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

North America

$ 6,149 $ 5,722 $ 11,854 $ 11,235

3,311 2,830 6,268 5,454

2,104 1,920 4,075 3,811

Other regions

430 383 802 720

Consolidated revenues $ 11,994 $ 10,855 $ 22,999 $ 21,219

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenues by business are as follows:

Three months ended

Three months ended Six months ended

(In millions)

March 28, 2026 March 29, 2025

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

$ 1,060 $ 1,075 $ 2,040 $ 2,068

Genetic sciences

703 679 1,358 1,356

BioProduction

941 745 1,834 1,416

Life Sciences Solutions

2,815 2,499 5,450 4,840

Chromatography and mass spectrometry

821 784 1,620 1,557

Chemical analysis

318 292 603 578

Electron microscopy

707 652 1,340 1,311

Analytical Instruments

1,847 1,728 3,563 3,446

Clinical diagnostics

290 276 561 539

ImmunoDiagnostics

248 234 478 451

166 159 326 311

Transplant diagnostics

134 124 255 237

Healthcare market channel

442 407 873 880

Elimination of intrasegment revenues

1 unchanged sentence

Specialty Diagnostics

1,205 1,134 2,346 2,282

Laboratory products

608 601 1,176 1,183

Research and safety market channel

2,036 1,883 3,863 3,610

Pharma services

1,893 1,794 3,634 3,401

Clinical research

2,396 1,955 4,524 3,894

Elimination of intrasegment revenues and other

1 unchanged sentence

Laboratory Products and Biopharma Services

6,693 5,995 12,729 11,635

Elimination of intersegment revenues

1 unchanged sentence

Consolidated revenues $ 11,994 $ 10,855 $ 22,999 $ 21,219

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

In the first six 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 approximately 1 % of the company’s workforce.

As of July 31, 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 $ 220 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

Three months ended Six months ended

(In millions) June 27, 2026 June 27, 2026

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

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.

Other amounts reported as restructuring and other costs in the accompanying statements of income are summarized in the notes to the table.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions) Total (a)

2 unchanged sentences

Currency translation and other ( 5 )

Balance at March 28, 2026 $ 65

Balance at June 27, 2026 $ 72

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

3 unchanged sentences

The company’s earnings per share are as follows:

Three months ended

March 28, March 29,

Three months ended Six months ended

June 27, June 28, June 27, June 28,

(In millions except per share amounts) 2026 2025 2026 2025

8 unchanged sentences

Antidilutive stock options excluded from diluted weighted average shares

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Six months ended

(Dollars in millions) June 27, 2026 June 28, 2025

federal statutory tax rate $ 768 21.0 % $ 699 21.0 %

9 unchanged sentences

Effective tax rate $ 238 6.5 % $ 187 5.6 %

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.

During the first quarter of 2026, the company recorded a deferred tax benefit of $ 175 million resulting from the recognition of tax attributes related to domestication transactions.

During the second quarter of 2026, the company recorded a deferred tax benefit of $ 148 million in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

During the first quarter of 2025, the company recorded a deferred tax benefit of $ 125 million resulting from the recognition of a tax attribute related to a domestication transaction.

During the second quarter of 2025, the company recorded a deferred tax benefit of $ 153 million related to capital losses generated as part of intra-entity transactions and a $ 93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The company has operations and a taxable presence in approximately 70 countries outside the U.S.

5 unchanged sentences

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.

The enactment of the OBBBA is not material.

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.

As of June 27, 2026, the company had $ 0.41 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:

1 unchanged sentence

Balance at beginning of year

Additions due to acquisitions

Additions for tax positions of current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Balance at end of period

8 unchanged sentences

adjustment Total

Three months ended March 28, 2026

Three months ended June 27, 2026

Balance at March 28, 2026 $ ( 2,234 ) $ ( 22 ) $ ( 242 ) $ ( 2,497 )

Other comprehensive income/(loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income/(loss)

( 4 ) 1 1 ( 2 )

Net other comprehensive income/(loss)

Balance at June 27, 2026 $ ( 2,199 ) $ ( 21 ) $ ( 241 ) $ ( 2,460 )

Six months ended June 27, 2026

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

4 unchanged sentences

( 17 ) 1 4 ( 12 )

Balance at March 28, 2026 $ ( 2,234 ) $ ( 22 ) $ ( 242 ) $ ( 2,497 )

Balance at June 27, 2026 $ ( 2,199 ) $ ( 21 ) $ ( 241 ) $ ( 2,460 )

THERMO FISHER SCIENTIFIC INC.

2 unchanged sentences

Supplemental cash flow information is as follows:

Three months ended

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

Six months ended

(In millions) June 27, 2026 June 28, 2025

Non-cash investing and financing activities

Acquired but unpaid property, plant and equipment

Fair value of acquisition contingent consideration

Finance lease ROU assets obtained in exchange for new finance lease liabilities

Declared but unpaid dividends

2 unchanged sentences

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

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

(In millions) June 27, 2026 December 31, 2025

Cash and cash equivalents $ 4,064 $ 9,852

5 unchanged sentences

The following table provides the aggregate notional value of outstanding derivative contracts.

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

(In millions) June 27, 2026 December 31, 2025

Notional amount

6 unchanged sentences

Fair value – assets Fair value – liabilities

March 28, December 31, March 28, December 31,

June 27, December 31, June 27, December 31,

(In millions) 2026 2025 2026 2025

9 unchanged sentences

Fair value – assets Fair value – liabilities

March 28, December 31, March 28, December 31,

June 27, December 31, June 27, December 31,

(In millions) 2026 2025 2026 2025

5 unchanged sentences

Gain/(loss) recognized

Three months ended

March 28, March 29,

Three months ended Six months ended

June 27, June 28, June 27, June 28,

(In millions) 2026 2025 2026 2025

5 unchanged sentences

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

119 ( 788 ) 341 ( 1,238 )

Cross-currency interest rate swaps

2 unchanged sentences

Included in interest expense

99 67 196 134

Derivatives not designated as hedging instruments

1 unchanged sentence

Included in cost of product revenues

— ( 3 ) 1 ( 2 )

Included in other income/(expense)

( 7 ) 3 ( 1 ) 13

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 28, 2026

Three months ended June 27, 2026

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 29, 2025

Three months ended June 28, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

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Depreciation of property, plant and equipment — 56 26 23 152 256

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 27, 2026

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 4,574 $ 3,466 $ 2,312 $ 12,647 $ 22,999

Intersegment revenues 877 96 34 82 1,089

5,450 3,563 2,346 12,729 24,088

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 2,084 1,801 1,356 9,907

Selling, general, and administrative expenses 996 628 354 1,274

Research and development expenses 271 278 89 41

Other segment items 105 76 ( 99 ) ( 208 )

Segment income

1,994 779 646 1,714 5,133

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 440

Interest expense ( 755 )

Other income/(expense)

Consolidated income before income taxes $ 3,658

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 98,003 $ 3,508 $ 3,187 $ 1,323 $ 7,152 $ 113,174

Purchases of property, plant and equipment 117 79 52 59 518 826

Depreciation of property, plant and equipment — 139 53 44 402 638

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 28, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 4,069 $ 3,346 $ 2,248 $ 11,556 $ 21,219

Intersegment revenues 771 99 34 79 983

4,840 3,446 2,282 11,635 22,202

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 1,781 1,737 1,319 9,077

Selling, general, and administrative expenses 935 631 354 1,183

Research and development expenses 274 282 92 27

Other segment items 98 71 ( 93 ) ( 209 )

Segment income

1,753 724 610 1,557 4,644

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 501

Interest expense ( 707 )

Other income/(expense)

Consolidated income before income taxes $ 3,329

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 87,013 $ 3,142 $ 3,070 $ 1,295 $ 6,711 $ 101,230

Purchases of property, plant and equipment 61 69 57 58 412 656

Depreciation of property, plant and equipment — 114 50 44 324 532

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisitions and Divestiture

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;

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;

1 unchanged sentence

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from clinical data to improve decision-making, accelerate innovation and drive greater productivity.

The goodwill recorded as a result of this business combination is not tax deductible.

The components of the preliminary purchase price and net assets acquired are as follows:

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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 goodwill recorded as a result of this business combination is not tax deductible.

The components of the preliminary purchase price and net assets acquired are as follows:

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Deferred tax assets/(liabilities)

The preliminary allocation of the purchase price for the acquisition of Solventum’s Filtration and Separation business is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, inventory and the related deferred taxes.

Measurements of these items inherently require significant estimates and assumptions.

5 unchanged sentences

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:

The sale is subject to customary closing conditions and applicable regulatory approvals and is expected to close in the third quarter of 2026.

The assets and liabilities of the microbiology business were as follows as of June 27, 2026:

(In millions)

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements