Thermo Fisher Scientific 10-Q 2026-06-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 27, 2026 or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-8002

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its charter)

Delaware			04-2209186
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $1.00 par value						TMO						New York Stock Exchange
1.450% Notes due 2027						TMO 27						New York Stock Exchange
1.750% Notes due 2027						TMO 27B						New York Stock Exchange
Floating Rate Notes due 2027						TMO 27D						New York Stock Exchange
0.500% Notes due 2028						TMO 28A						New York Stock Exchange
1.375% Notes due 2028						TMO 28						New York Stock Exchange
1.950% Notes due 2029						TMO 29						New York Stock Exchange
0.875% Notes due 2031						TMO 31						New York Stock Exchange
2.375% Notes due 2032						TMO 32						New York Stock Exchange
3.650% Notes due 2034						TMO 34						New York Stock Exchange
3.628% Notes due 2035						TMO 35A						New York Stock Exchange
2.875% Notes due 2037						TMO 37						New York Stock Exchange
1.500% Notes due 2039						TMO 39						New York Stock Exchange
1.875% Notes due 2049						TMO 49						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 27, 2026, the Registrant had 369,747,286 shares of Common Stock outstanding.

THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 27, 2026

TABLE OF CONTENTS
						Page
PART I - FINANCIAL INFORMATION
Item 1.			Financial Statements (Unaudited)			3
			Condensed Consolidated Balance Sheets			3
			Condensed Consolidated Statements of Income			4
			Condensed Consolidated Statements of Comprehensive Income			5
			Condensed Consolidated Statements of Cash Flows			6
			Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Equity			7
			Notes to Condensed Consolidated Financial Statements			9
			Note 1. Nature of Operations and Summary of Significant Accounting Policies			9
			Note 2. Supplemental Balance Sheet Information			10
			Note 3. Debt and Other Financing Arrangements			11
			Note 4. Fair Value Measurements			14
			Note 5. Commitments and Contingencies			15
			Note 6. Supplemental Income Statement Information			16
			Note 7. Income Taxes			18
			Note 8. Comprehensive Income/(Loss) and Shareholders' Equity			19
			Note 9. Supplemental Cash Flow Information			20
			Note 10. Derivatives			20
			Note 11. Business Segment Information			21
			Note 12. Acquisitions and Divestiture			26
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			36
PART II - OTHER INFORMATION
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 5.			Other Information			37
Item 6.			Exhibits			38

THERMO FISHER SCIENTIFIC INC.

PART I FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

						June 27,						December 31,
(In millions except share and per share amounts)						2026						2025
Assets
Current assets:
Cash and cash equivalents						$	4,064					$	9,852
Short-term investments						—						253
Accounts receivable, less allowances of $148 and $147						9,451						8,900
Inventories						5,627						5,425
Contract assets, net						1,688						1,666
Other current assets						2,536						2,612
Total current assets						23,365						28,707
Property, plant and equipment, net						10,755						10,565
Acquisition-related intangible assets, net						18,606						15,838
Other assets						5,616						5,871
Goodwill						54,832						49,362
Total assets						$	113,174					$	110,343
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations						$	3,368					$	3,533
Accounts payable						3,268						3,622
Accrued payroll and employee benefits						1,694						1,995
Contract liabilities						2,918						2,710
Other accrued expenses						3,823						3,329
Total current liabilities						15,069						15,189
Deferred income taxes						1,579						1,493
Other long-term liabilities						4,538						4,273
Long-term obligations						39,181						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; 445,673,899 and 445,160,301 shares issued						446						445
Capital in excess of par value						18,870						18,563
Retained earnings						62,194						59,156
Treasury stock at cost, 75,926,613 and 68,938,831 shares						(26,370)						(22,309)
Accumulated other comprehensive income/(loss)						(2,460)						(2,448)
Total Thermo Fisher Scientific Inc. shareholders’ equity						52,679						53,407
Noncontrolling interests						7						7
Total equity						52,686						53,415
Total liabilities, redeemable noncontrolling interest and equity						$	113,174					$	110,343

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

						Three months ended												Six months ended
						June 27,						June 28,						June 27,						June 28,
(In millions except per share amounts)						2026						2025						2026						2025
Revenues
Product revenues						$	6,823					$	6,249					$	13,100					$	12,229
Service revenues						5,171						4,605						9,899						8,990
Total revenues						11,994						10,855						22,999						21,219
Costs and operating expenses:
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
Interest income						207						297						440						501
Interest expense						(401)						(404)						(755)						(707)
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						(167)						(92)						(238)						(187)
Equity in earnings/(losses) of unconsolidated entities						(15)						2						(23)						(12)
Net income						1,741						1,618						3,397						3,130
Less: net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest						5						2						10						6
Net income attributable to Thermo Fisher Scientific Inc.						$	1,736					$	1,617					$	3,387					$	3,124
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic						$	4.68					$	4.28					$	9.11					$	8.27
Diluted						$	4.68					$	4.28					$	9.10					$	8.26
Weighted average shares
Basic

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, and are often identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” or similar expressions or words with similar meanings. Any statements contained herein that are not statements of historical fact should be considered forward-looking statements.

Forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include, among others, statements regarding:

• financial expectations**, including projections of revenues, expenses, margins, earnings, cash flows, liquidity, capital allocation plans, and tax matters;

• operational matters**, including business strategies, productivity initiatives, restructuring activities, cost-reduction programs, and new product or service developments;

• market and competitive conditions**, including customer demand trends, industry dynamics, pricing, and competitive positioning;

• strategic actions**, including planned acquisitions, divestitures, investments, and partnerships;

• legal, regulatory, macroeconomic, geopolitical, public health, supply chain, technology, and cybersecurity developments** and their potential impacts on the company; and

• the timing and outcomes of any of the foregoing.

Each forward-looking statement contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is inherently uncertain and involves significant risks, assumptions, and factors that could cause actual results to differ materially from those expressed or implied. Important risks and uncertainties that could cause such differences are detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the Securities and Exchange Commission (SEC).

Forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations speak only as of the dates on which they are made. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, in the event of new information, future developments, or otherwise, except as required by law.

The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles (non-GAAP measures). These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “Non-GAAP Measures” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Certain amounts and percentages reported within this Quarterly Report on Form 10-Q are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.

Overview

Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions; Analytical Instruments; Specialty Diagnostics; and Laboratory Products and Biopharma Services.

THERMO FISHER SCIENTIFIC INC.

Consolidated Results

						Three months ended																		Six months ended
						June 27,						June 28,												June 27,						June 28,
(Dollars in millions except per share amounts)						2026						2025						Change						2026						2025						Change
Revenues						$	11,994					$	10,855					10		%				$	22,999					$	21,219					8		%
GAAP operating income						2,087						1,834						14		%				3,950						3,551						11		%
GAAP operating income margin						17.4		%				16.9		%				0.5		pt				17.2		%				16.7		%				0.5		pt
Adjusted operating income (non-GAAP measure)						2,735						2,375						15		%				5,133						4,644						11		%
Adjusted operating income margin (non-GAAP measure)						22.8		%				21.9		%				0.9		pt				22.3		%				21.9		%				0.4		pt
GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.						4.68						4.28						9		%				9.10						8.26						10		%
Adjusted earnings per share (non-GAAP measure)						6.03						5.36						13		%				11.47						10.51						9		%

Organic Revenue Growth

						Three months ended						Six months ended
						June 27, 2026						June 27, 2026
Revenue growth						10		%				8		%
Impact of acquisitions						5		%				4		%
Impact of currency translation						1		%				2		%
Organic revenue growth (non-GAAP measure)						5		%				3		%

During the second quarter of 2026, customer activity continued to strengthen across our end markets. Revenue growth was strong in the pharma and biotech market, with performance driven by strengthening underlying market conditions. Revenues in the academic and government market grew, and growth in the industrial and applied market was strong, both driven by customer demand for our innovative high-end instruments. Revenue to customers in the diagnostics and healthcare market was also strong. During the second quarter of 2026, sales increased across all major geographies. Revenue growth was strong in Europe and Asia-Pacific, including China. Contributions to organic revenue during the second quarter of 2026 were led by the Laboratory Products and Biopharma Services segment and the Analytical Instruments segment.

During the first six months of 2026, revenue growth in the pharma and biotech market was strong, with performance driven by strengthening underlying market conditions. Revenues to customers in the industrial and applied market increased, driven by customer demand for our innovative high-end instruments. Revenues in the academic and government as well as the diagnostics and healthcare market were flat. During the first six months of 2026, sales grew in North America and Asia-Pacific, including China. Revenue growth in Europe was strong. Contributions to organic revenue during the first six months of 2026 were led by the Laboratory Products and Biopharma Services segment.

The company continues to execute its proven growth strategy which consists of three pillars:

• High-impact innovation;

• Our trusted partner status with customers; and

• Our unparalleled commercial engine.

GAAP operating income margin and adjusted operating income margin increased in the second quarter of 2026 due primarily to strong productivity improvements, offset in part by unfavorable business mix.

GAAP operating income margin and adjusted operating income margin increased in the first six months of 2026 due primarily to very strong productivity improvements, offset in part by unfavorable business mix and strategic investments.

The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to the impact of its Practical Process Improvement (PPI) Business System to address inflation, drive cost efficiencies and improve profitability. The benefits of PPI include optimized price realization, reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.

THERMO FISHER SCIENTIFIC INC.

Notable Recent Acquisitions

On March 24, 2026, the company acquired, within the Laboratory Products and Biopharma Services segment, Clario Holdings, Inc., a U.S.-based leading provider of endpoint data solutions for clinical trials. The acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from clinical data to improve decision-making, accelerate innovation and drive greater productivity.

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

Segment Results

The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 11 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2025. Accordingly, the following segment data are reported on this basis.

						Three months ended												Six months ended
(Dollars in millions)						June 27, 2026						June 28, 2025						June 27, 2026						June 28, 2025
Revenues
Life Sciences Solutions						$	2,815					$	2,499					$	5,450					$	4,840
Analytical Instruments						1,847						1,728						3,563						3,446
Specialty Diagnostics						1,205						1,134						2,346						2,282
Laboratory Products and Biopharma Services						6,693						5,995						12,729						11,635
Eliminations						(565)						(501)						(1,089)						(983)
Consolidated revenues						$	11,994					$	10,855					$	22,999					$	21,219

Life Sciences Solutions

						Three months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	2,815					$	2,499					13		%				9		%				1		%				3		%
Segment income						1,041						919						13		%
Segment income margin						37.0		%				36.8		%				0.2		pt

The increase in organic revenues in the second quarter of 2026 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $196 million, which contributed 8 percentage points of reported growth in the segment, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business. The increase in segment income margin resulted primarily from very strong productivity improvements, offset in part by the impact from the acquisition of the filtration and separation business and unfavorable business mix.

						Six months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	5,450					$	4,840					13		%				9		%				2		%				2		%
Segment income						1,994						1,753						14		%
Segment income margin						36.6		%				36.2		%				0.4		pt

The increase in organic revenues in the first six months of 2026 was driven by the bioproduction business, partially offset by declines in the biosciences business. On a reported basis, the bioproduction business grew $417 million, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business. The increase in segment income margin resulted primarily from exceptionally strong productivity improvements, partially offset by the impact from the filtration and separation business acquisition and unfavorable business mix.

THERMO FISHER SCIENTIFIC INC.

Analytical Instruments

						Three months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	1,847					$	1,728					7		%				0		%				0		%				7		%
Segment income						424						325						30		%
Segment income margin						23.0		%				18.8		%				4.2		pt

The increase in organic revenues in the second quarter of 2026 was driven by growth across all three of the segment’s businesses, led by the electron microscopy business. On a reported basis, the electron microscopy, chromatography and mass spectrometry, and chemical analysis businesses increased $55 million, $37 million, and $26 million, respectively. The increase in segment income margin was driven by very strong productivity improvements, favorable volume leverage, and the favorable impact of foreign exchange.

						Six months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	3,563					$	3,446					3		%				0		%				1		%				2		%
Segment income						779						724						8		%
Segment income margin						21.9		%				21.0		%				0.9		pt

The increase in organic revenues in the first six months of 2026 was primarily due to growth in the chromatography and mass spectrometry business. On a reported basis, the chromatography and mass spectrometry business grew $63 million, which contributed 2 percentage points of reported growth in the segment. The increase in segment income margin was primarily driven by productivity improvements.

Specialty Diagnostics

						Three months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	1,205					$	1,134					6		%				0		%				1		%				5		%
Segment income						334						306						9		%
Segment income margin						27.7		%				27.0		%				0.7		pt

The increase in organic revenues in the second quarter of 2026 was primarily driven by growth in the healthcare market channel and immunodiagnostics business. On a reported basis, the healthcare market channel, clinical diagnostics business, and immunodiagnostics business increased $36 million, $14 million, and $14 million, respectively. The increase in segment income margin was driven by favorable volume leverage and strong productivity, offset in part by unfavorable business mix.

						Six months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	2,346					$	2,282					3		%				0		%				2		%				1		%
Segment income						646						610						6		%
Segment income margin						27.6		%				26.7		%				0.9		pt

The increase in organic revenues in the first six months of 2026 was principally driven by growth in the transplant diagnostics business and the immunodiagnostics business. On a reported basis, the immunodiagnostics business grew $26 million, and the clinical diagnostics business grew $22 million, which were the principal drivers of reported revenue growth in the segment. The increase in segment income margin was primarily due to strong productivity improvements.

THERMO FISHER SCIENTIFIC INC.

Laboratory Products and Biopharma Services

						Three months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	6,693					$	5,995					12		%				6		%				1		%				5		%
Segment income						936						825						13		%
Segment income margin						14.0		%				13.8		%				0.2		pt

The increase in organic revenues in the second quarter of 2026 was primarily due to growth in the research and safety market channel and the clinical research business. On a reported basis, the clinical research business grew $441 million, which contributed 7 percentage points of reported growth in the segment, primarily driven by the impact of the Clario acquisition. The research and safety market channel and pharma services business grew $153 million and $99 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment. The increase in segment income margin was driven by strong productivity improvements and the impact of acquisitions, partially offset by unfavorable business mix and strategic investments.

						Six months ended																														Organic (non-GAAP measure)
(Dollars in millions)						June 27, 2026						June 28, 2025						Total Change						Acquisitions/ Divestitures						Currency Translation
Revenues						$	12,729					$	11,635					9		%				4		%				1		%				5		%
Segment income						1,714						1,557						10		%
Segment income margin						13.5		%				13.4		%				0.1		pt

The increase in organic revenues in the first six months of 2026 was primarily due to growth in the clinical research business and research and safety market channel. On a reported basis, the clinical research business grew $630 million, which contributed 5 percentage points of reported growth in the segment, primarily driven by the impact of the Clario acquisition. The research and safety market channel and pharma services business grew $252 million and $233 million, respectively, which each contributed 2 percentage points of reported growth in the segment. The increase in segment income margin was primarily due to very strong productivity improvements and the impact of acquisitions, largely offset by unfavorable business mix and strategic investments.

Non-operating Items

						Three months ended												Six months ended
						June 27,						June 28,						June 27,						June 28,
(Dollars and shares in millions)						2026						2025						2026						2025
Net interest expense						$	194					$	107					$	314					$	206
GAAP other income/(expense)						31						(19)						22						(16)
Adjusted other income/(expense) (non-GAAP measure)						—						(14)						(7)						(12)
GAAP tax rate						8.7		%				5.4		%				6.5		%				5.6		%
Adjusted tax rate (non-GAAP measure)						11.6		%				10.0		%				11.1		%				10.0		%
Weighted average diluted shares						371						378						372						378

Net interest expense (interest expense less interest income) in the second quarter and first six months of 2026 increased, due primarily to the increase in debt for general corporate purposes and the company’s capital deployment initiatives, which included financing stock buybacks, paying dividends, and acquiring Clario (Note 12). In the second quarter and first six months of 2026, the company’s net interest expense was reduced by approximately $98 million and $194 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements. In the second quarter and first six months of 2025, the company’s net interest expense was reduced by approximately $66 million and $133 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) include currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component.

GAAP other income/(expense) in the first six months of 2026 and 2025 also includes $23 million and $2 million, respectively, of net gains/(losses) on investments. GAAP other income/(expense) in the second quarter of 2026 also includes $6 million of business interruption recoveries. GAAP other income/(expense) in the second quarter of 2025 also includes $5 million of charges for settlement of pension plans.

THERMO FISHER SCIENTIFIC INC.

The company’s GAAP and adjusted tax rates in the first six months of 2026 were impacted by a $175 million deferred tax benefit resulting from the recognition of tax attributes related to domestication transactions and a deferred tax benefit of $148 million in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. The company’s GAAP and adjusted tax rates in the first six months of 2025 were impacted by a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions and a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income (Note 7).

The effective tax rates in both 2026 and 2025 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.5 billion in 2026.

The company expects its GAAP effective tax rate in 2026 will be between 9% and 11% based on currently forecasted rates of profitability in the countries in which the company conducts business and generates foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 11.5% in 2026.

The company has operations and a taxable presence in approximately 70 countries outside the U.S. Some of these countries have lower tax rates than the U.S. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income.

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

Liquidity and Capital Resources

The company’s proven growth strategy has enabled it to generate free cash flow as well as access the capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.

(In millions)						June 27, 2026						December 31, 2025
Cash and cash equivalents						$	4,064					$	9,852
Short-term investments						—						253
Total debt						42,549						39,384

Approximately half of the company’s cash balances and cash flows from operations are generated outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S., including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable intercompany transactions, including loans and returns of capital, as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.

The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

As of June 27, 2026, the company’s short-term obligations and current maturities of long-term obligations totaled $3.37 billion. During the first quarter of 2026, the company amended its revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit to extend the expiration date by one year to January 7, 2028 (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of June 27, 2026, no borrowings were outstanding under the company’s revolving credit facility.

THERMO FISHER SCIENTIFIC INC.

						Six months ended
(In millions)						June 27, 2026						June 28, 2025
Net cash provided by operating activities						$	3,317					$	2,122
Net cash used in investing activities						(8,797)						(815)
Net cash used in financing activities						(478)						(1,093)
Free cash flow (non-GAAP measure)						2,503						1,479

Operating Activities

During the first six months of 2026, net income provided substantially all cash from operating activities. Cash payments for income taxes were $0.67 billion during the first six months of 2026.

During the first six months of 2025, cash provided by net income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $1.43 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.20 billion during the first six months of 2025.

Investing Activities

During the first six months of 2026, acquisitions used cash of $8.87 billion. Purchases of property, plant and equipment for capacity and capability investments used cash of $0.83 billion. The company’s investing activities also included $0.48 billion of net proceeds from terminations of cross-currency interest rate swaps.

During the first six months of 2025, the company’s investing activities included purchases of $0.66 billion for the purchase of property, plant and equipment for capacity and capability investments.

The company expects that for all of 2026, expenditures for property, plant and equipment, net of disposals, will be between $1.9 billion and $2.1 billion.

Financing Activities

During the first six months of 2026, issuance of debt provided $5.24 billion of cash. Repayment of debt used cash of $1.41 billion. The company’s financing activities also included the repurchase of $4.00 billion of the company’s common stock (6.9 million shares), and the payment of $0.34 billion in cash dividends. On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first six months of 2026 were under this program. At July 31, 2026, $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

During the first six months of 2025, issuance of debt provided $2.84 billion of cash. Repayment of debt used cash of $1.63 billion. The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.6 million shares) and the payment of $0.31 billion in cash dividends.

The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments, did not change materially subsequent to December 31, 2025, except in connection with the completion of the Clario acquisition, which occurred on March 24, 2026 (Note 12).

Non-GAAP Measures

In addition to the financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired/divested businesses and the effects of currency translation. We report organic revenue growth because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues. Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.

We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable:

• Certain transaction-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction-related third-party costs, changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs.

THERMO FISHER SCIENTIFIC INC.

• Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are not indicative of our normal operating costs.

• Equity in earnings/losses of unconsolidated entities; impairments of long-lived assets; and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, including gains/losses on investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt. We exclude these items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

• The expense associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of up to 20 years. Exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.

• The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods.

We report free cash flow, which is operating cash flow less net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.

The non-GAAP financial measures of the company’s results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or a substitute for the company’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth within the “Consolidated Results” and “Segment Results” sections and below.

						Three months ended												Six months ended
						June 27,						June 28,						June 27,						June 28,
(Dollars in millions except per share amounts)						2026						2025						2026						2025
Reconciliation of adjusted operating income
GAAP operating income						$	2,087					$	1,834					$	3,950					$	3,551
Cost of revenues adjustments (a)						28						10						42						21
Selling, general and administrative expenses adjustments (b)						36						20						79						34
Restructuring and other costs (c)						98						82						147						180
Amortization of acquisition-related intangible assets						485						429						915						859
Adjusted operating income (non-GAAP measure)						$	2,735					$	2,375					$	5,133					$	4,644
Reconciliation of adjusted operating income margin
GAAP operating income margin						17.4		%				16.9		%				17.2		%				16.7		%
Cost of revenues adjustments (a)						0.2		%				0.1		%				0.2		%				0.1		%
Selling, general and administrative expenses adjustments (b)						0.3		%				0.2		%				0.3		%				0.2		%
Restructuring and other costs (c)						0.8		%				0.8		%				0.6		%				0.9		%
Amortization of acquisition-related intangible assets						4.0		%				4.0		%				4.0		%				4.0		%
Adjusted operating income margin (non-GAAP measure)						22.8		%				21.9		%				22.3		%				21.9		%
Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)						$	31					$	(19)					$	22					$	(16)
Adjustments (d)						(31)						5						(29)						4
Adjusted other income/(expense) (non-GAAP measure)						$	—					$	(14)					$	(7)					$	(12)
Reconciliation of adjusted tax rate
GAAP tax rate						8.7		%				5.4		%				6.5		%				5.6		%
Adjustments (e)						2.9		%				4.6		%				4.6		%				4.4		%
Adjusted tax rate (non-GAAP measure)						11.6		%				10.0		%				11.1		%				10.0		%

THERMO FISHER SCIENTIFIC INC.

						Three months ended												Six months ended
						June 27,						June 28,						June 27,						June 28,
(Dollars in millions except per share amounts)						2026						2025						2026						2025
Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.						$	4.68					$	4.28					$	9.10					$	8.26
Cost of revenues adjustments (a)						0.07						0.03						0.11						0.06
Selling, general and administrative expenses adjustments (b)						0.10						0.05						0.21						0.09
Restructuring and other costs (c)						0.27						0.22						0.40						0.48
Amortization of acquisition-related intangible assets						1.31						1.14						2.46						2.27
Other income/expense adjustments (d)						(0.08)						0.01						(0.08)						0.01
Income taxes adjustments (e)						(0.34)						(0.35)						(0.79)						(0.68)
Equity in earnings/losses of unconsolidated entities						0.04						(0.01)						0.06						0.03
Noncontrolling interests adjustments (f)						—						0.00						—						0.00
Adjusted EPS (non-GAAP measure)						$	6.03					$	5.36					$	11.47					$	10.51
Reconciliation of free cash flow
GAAP net cash provided by operating activities						$	2,125					$	1,399					$	3,317					$	2,122
Purchases of property, plant and equipment						(450)						(294)						(826)						(656)
Proceeds from sale of property, plant and equipment						3						1						13						13
Free cash flow (non-GAAP measure)						$	1,678					$	1,105					$	2,503					$	1,479

(a)Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and charges/(credits) for the sale of inventory revalued at the date of acquisition. Adjusted results in 2026 also exclude $9 million of transaction-related costs.

(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs, charges/credits for changes in estimates of contingent acquisition consideration, and accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

(c)Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, net charges/credits for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, and abandoned facility and other expenses of headcount reductions and real estate consolidations.

(d)Adjusted results exclude net gains/losses on investments. Adjusted results in the first six months of 2026 also exclude $6 million of business interruption recoveries. Adjusted results in the first six months of 2025 also exclude $5 million of charges for settlement of pension plans.

(e)Adjusted results exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements.

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

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2025 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first six months of 2026.

Recent Accounting Pronouncements

A description of recently issued accounting standards is included under the heading “Recent Accounting Pronouncements” in Note 1.

The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

THERMO FISHER SCIENTIFIC INC.

Management’s Evaluation of Disclosure Controls and Procedures

The company’s management, with the participation of the company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the company’s chief executive officer and chief financial officer concluded that, as of the end of such period, the company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended June 27, 2026, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See Note 5 to our Condensed Consolidated Financial Statements under the heading “Commitments and Contingencies.”

The risks that we believe are material to our investors are detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 (which is on file with the SEC).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

A summary of the share repurchase activity for the company’s second quarter of 2026 follows:

Period						Total number of shares purchased						Average price paid per share (1)						Total number of shares purchased as part of publicly announced plans or programs (2)						Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2) (in millions)
Fiscal April (Mar. 29 - Apr. 2)						—						$	—					—						$	2,000
Fiscal May (Apr. 3 - May 30)						1,534,188						478.98						1,534,188						1,265
Fiscal June (May 31 - Jun. 27)						537,650						493.16						537,650						1,000
Total second quarter						2,071,838						$	482.66					2,071,838						$	1,000

(1) Amounts exclude excise taxes and other transaction costs.

(2) On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during 2026 were under this program.