Form 8-K

8-K — THERMO FISHER SCIENTIFIC INC.

Accession: 0000097745-26-000173

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0000097745

SIC: 3829 (MEASURING & CONTROLLING DEVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tmo-20261021.htm (Primary)

EX-99.1 (q32026earnings8kex99_1.htm)

GRAPHIC (image_1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tmo-20261021.htm · Sequence: 1

tmo-20261021

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 21, 2026

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware 1-8002 04-2209186

(State of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 21, 2026, the Registrant announced its financial results for the fiscal quarter ended September 26, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information contained in this report and exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated October 21, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THERMO FISHER SCIENTIFIC INC.

Date: October 21, 2026 By: /s/ Joseph R. Holmes

Joseph R. Holmes

Vice President and Chief Accounting Officer

EX-99.1

Filename: q32026earnings8kex99_1.htm · Sequence: 2

Document

Exhibit 99.1

News

Media Contact Information:

Sandy Pound

Thermo Fisher Scientific

Investor Contact Information:

Rafael Tejada

Thermo Fisher Scientific

Phone: 781-622-1223

Phone: 781-622-1356

E-mail: sandy.pound@thermofisher.com

E-mail: rafael.tejada@thermofisher.com

Thermo Fisher Scientific Reports Third Quarter 2026 Results

Revenue Grew 9% Including 6% Organic Revenue Growth

Grew GAAP Diluted EPS 9% and Adjusted EPS 15%

Outstanding performance driven by proven growth strategy and PPI Business System

WALTHAM, Mass. (October 21, 2026) – Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today reported its financial results for the third quarter ended September 26, 2026.

Third Quarter Highlights

•Third quarter revenue grew 9% to $12.14 billion

•Third quarter GAAP diluted earnings per share (EPS) grew 9% to $4.64

•Third quarter adjusted EPS grew 15% to $6.68

“We are very pleased to deliver another excellent quarter, with outstanding financial performance on both the top and bottom line,” said Marc N. Casper, chairman and chief executive officer of Thermo Fisher Scientific. “We’re advancing our proven growth strategy, which is resonating strongly with our customers, and our PPI Business System is enabling outstanding execution across the company.”

Casper added, “Looking ahead, we’re well positioned to deliver an excellent 2026 as we continue to drive long-term value creation for all of our stakeholders and build an even brighter future for our company.”

Growth Strategy and Capital Deployment

•Advanced our proven growth strategy, launching a range of high-impact, innovative new products during the quarter. Highlights include the Thermo Scientific™ Orbitrap™ Isora™ mass spectrometer, the first Orbitrap system designed for isotope ratio analysis, enabling faster, simplified workflows and providing deeper insights into the origin and composition of samples for environmental and life sciences research; the Thermo Scientific™ EMPAD™ G2 electron detector enabling faster, more detailed electron microscopy characterization of advanced materials to support the development of next-generation electronics, memory and energy technologies; the FDA-cleared EliA™ CTD 13 Screen in the U.S., a new autoimmune test for systemic connective tissue diseases, including lupus, helping laboratories streamline testing and providing clinicians with reliable information to inform patient care; and the Ion 560 Chip, the highest-throughput sequencing chip for the Ion

GeneStudio™ S5 platform, providing nearly twice the sequencing capacity of the prior offering to enable laboratories to process more samples and meet growing genomic profiling needs in oncology research.

•Strengthened our industry-leading commercial engine and deepened our trusted partner status with customers. In partnership with Mayo Clinic, we launched Precure, a pioneering initiative that will combine data from more than one million patient samples with our differentiated proteomics ecosystem, including Orbitrap™ mass spectrometry and Olink™ technologies, to generate new insights into disease progression, enable earlier detection and advance precision medicine. In South Korea, we opened our first AI-Automation Innovation Center, bringing together our advanced analytical technologies, automation and AI to enable our customers to accelerate innovation and enhance R&D productivity. In our channel businesses, we also opened a highly automated distribution center in Kentucky, to enhance speed, flexibility and assurance of supply for our customers across North America.

•Continued to successfully execute our capital deployment strategy. During the quarter, we completed our previously announced divestiture of our microbiology business.

Financial Results

Revenue for the third quarter of 2026 grew 9% to $12.14 billion, versus $11.12 billion in the same quarter of 2025. Organic revenue growth was 6%.

GAAP Earnings Results

GAAP diluted EPS in the third quarter of 2026 was $4.64, 9% growth versus the third quarter of 2025. GAAP operating income for the third quarter of 2026 was $2.26 billion, 17% higher than the year-ago quarter. GAAP operating margin was 18.6%, compared with 17.4% in the third quarter of 2025.

Non-GAAP Earnings Results

Adjusted EPS for the third quarter of 2026 was $6.68, 15% growth versus the third quarter of 2025. Adjusted operating income for the third quarter of 2026 was $2.97 billion, 15% higher than the year-ago quarter. Adjusted operating margin was 24.5%, compared with 23.3% in the third quarter of 2025.

Annual Guidance for 2026

The company will provide updated 2026 financial guidance during its earnings conference call this morning at 7:00 a.m. Eastern Time.

Use of Non-GAAP Financial Measures

Adjusted EPS, adjusted net income, adjusted operating income, adjusted operating margin, free cash flow, and organic revenue growth are non-GAAP measures that exclude certain items detailed after the tables that accompany this press release, under the heading “Supplemental Information Regarding Non-GAAP Financial Measures.” The reconciliations of GAAP to non-GAAP financial measures are provided in the tables that accompany this press release.

Conference Call

Thermo Fisher Scientific will hold its earnings conference call today, October 21, 2026, at 7:00 a.m. Eastern Time. During the call, the company will discuss its financial performance, as well as future expectations.

The call will be webcast live on the “Investors” section of our website, www.thermofisher.com. You can access the conference call by dialing (833) 461-5787 within the U.S. or +1 (585) 542-9983 outside the U.S. The access code is 500554659.

The earnings press release and related information can also be found on the Investor Relations section of our website, under the heading “Financials”. A replay of the call will be available under “News, Events & Presentations” until the next quarterly earnings call.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $45 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing therapies, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Gibco, Fisher Scientific, Unity Lab Services, Patheon and PPD. For more information, please visit www.thermofisher.com.

Safe Harbor Statement

The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers' capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, may not materialize as expected. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our most recent reports on Form 10-K and Form 10-Q under the heading “Risk Factors.” These filings are on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings.” These forward-looking statements are based on our current expectations and speak only as of the date of this press release. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, in the event of new information, future developments or otherwise.

###

Condensed Consolidated Statements of Income (unaudited)

Three months ended

September 26, % of September 27, % of

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

Revenues $ 12,137 $ 11,122

Costs and operating expenses:

Cost of revenues (a)

6,945 57.2 % 6,470 58.2 %

Selling, general and administrative expenses (b)

1,863 15.3 % 1,795 16.1 %

Amortization of acquisition-related intangible assets 519 4.3 % 435 3.9 %

Research and development expenses 348 2.9 % 346 3.1 %

Restructuring and other costs (c) 199 1.6 % 135 1.2 %

Total costs and operating expenses 9,874 81.4 % 9,182 82.6 %

Operating income 2,263 18.6 % 1,941 17.4 %

Interest income 252 234

Interest expense

(417) (347)

Other income/(expense) (d) (10) (2)

Income before income taxes 2,088 1,826

Benefit from/(provision for) income taxes (e) (352) (207)

Equity in earnings/(losses) of unconsolidated entities (9) 2

Net income 1,727 1,621

Less: net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest 6 5

Net income attributable to Thermo Fisher Scientific Inc. $ 1,721 14.2 % $ 1,616 14.5 %

Earnings per share attributable to Thermo Fisher Scientific Inc.:

Basic $ 4.65 $ 4.28

Diluted $ 4.64 $ 4.27

Weighted average shares:

Basic 370 378

Diluted

371 378

Reconciliation of adjusted operating income and adjusted operating margin

GAAP operating income $ 2,263 18.6 % $ 1,941 17.4 %

Cost of revenues adjustments (a) 9 0.1 % 10 0.1 %

Selling, general and administrative expenses adjustments (b) (20) -0.2 % 66 0.6 %

Restructuring and other costs (c) 199 1.6 % 135 1.2 %

Amortization of acquisition-related intangible assets 519 4.3 % 435 3.9 %

Adjusted operating income (non-GAAP measure)

$ 2,968 24.5 % $ 2,587 23.3 %

Reconciliation of adjusted net income

GAAP net income attributable to Thermo Fisher Scientific Inc.

$ 1,721 $ 1,616

Cost of revenues adjustments (a) 9 10

Selling, general and administrative expenses adjustments (b) (20) 66

Restructuring and other costs (c) 199 135

Amortization of acquisition-related intangible assets 519 435

Other income/expense adjustments (d) 14 (5)

Income taxes adjustments (e) 27 (64)

Equity in earnings/losses of unconsolidated entities 9 (2)

Adjusted net income (non-GAAP measure) $ 2,477 $ 2,190

Reconciliation of adjusted earnings per share

GAAP diluted EPS attributable to Thermo Fisher Scientific Inc. $ 4.64 $ 4.27

Cost of revenues adjustments (a) 0.02 0.03

Selling, general and administrative expenses adjustments (b) (0.06) 0.17

Restructuring and other costs (c) 0.54 0.36

Amortization of acquisition-related intangible assets 1.40 1.15

Other income/expense adjustments (d) 0.04 (0.01)

Income taxes adjustments (e) 0.07 (0.17)

Equity in earnings/losses of unconsolidated entities 0.02 (0.01)

Adjusted EPS (non-GAAP measure) $ 6.68 $ 5.79

Reconciliation of free cash flow

GAAP net cash provided by operating activities $ 2,551 $ 2,239

Purchases of property, plant and equipment

(437) (404)

Proceeds from sale of property, plant and equipment

1 5

Free cash flow (non-GAAP measure) $ 2,115 $ 1,840

Business Segment Information Three months ended

September 26, % of September 27, % of

(Dollars in millions) 2026 Revenues 2025 Revenues

Revenues

Life Sciences Solutions $ 2,719 22.4 % $ 2,588 23.3 %

Analytical Instruments 2,002 16.5 % 1,893 17.0 %

Specialty Diagnostics 1,098 9.1 % 1,174 10.6 %

Laboratory Products and Biopharma Services 6,863 56.5 % 5,970 53.7 %

Eliminations (546) -4.5 % (503) -4.5 %

Consolidated revenues $ 12,137 100.0 % $ 11,122 100.0 %

Segment income and segment income margin

Life Sciences Solutions $ 1,022 37.6 % $ 968 37.4 %

Analytical Instruments 538 26.9 % 429 22.6 %

Specialty Diagnostics 341 31.0 % 321 27.4 %

Laboratory Products and Biopharma Services 1,067 15.5 % 868 14.5 %

Subtotal reportable segments 2,968 24.5 % 2,587 23.3 %

Cost of revenues adjustments (a) (9) -0.1 % (10) -0.1 %

Selling, general and administrative expenses adjustments (b) 20 0.2 % (66) -0.6 %

Restructuring and other costs (c) (199) -1.6 % (135) -1.2 %

Amortization of acquisition-related intangible assets (519) -4.3 % (435) -3.9 %

Consolidated GAAP operating income

$ 2,263 18.6 % $ 1,941 17.4 %

(a) Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. Adjusted results in 2026 also exclude $7 of transaction-related costs. Adjusted results in 2025 also exclude $8 of charges for the sale of inventory revalued at the date of acquisition.

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

(c) Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, net charges/credits for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, and abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2026 exclude $72 of gain on the sale of a business and $244 for a held-for-sale loss. Adjusted results in 2025 also exclude $51 of charges for disposition of a consolidated joint venture.

(d) Adjusted results exclude net gains/losses on investments and settlement charges for pension plans.

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

Note:

Consolidated depreciation expense is $307 and $227 in 2026 and 2025, respectively.

Organic revenue growth Three months ended

September 26, 2026

Revenue growth 9 %

Acquisitions/divestitures 3 %

Currency translation 0 %

Organic revenue growth (non-GAAP measure) 6 %

Note:

For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

Condensed Consolidated Statements of Income (unaudited)

Nine months ended

September 26, % of September 27, % of

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

Revenues $ 35,136 $ 32,341

Costs and operating expenses:

Cost of revenues (a) 20,525 58.4 % 18,905 58.5 %

Selling, general and administrative expenses (b) 5,570 15.9 % 5,295 16.4 %

Amortization of acquisition-related intangible assets 1,433 4.1 % 1,294 4.0 %

Research and development expenses 1,048 3.0 % 1,041 3.2 %

Restructuring and other costs (c) 346 1.0 % 316 1.0 %

Total costs and operating expenses 28,923 82.3 % 26,850 83.0 %

Operating income 6,213 17.7 % 5,491 17.0 %

Interest income 693 735

Interest expense (1,172) (1,054)

Other income/(expense) (d) 13 (18)

Income before income taxes 5,746 5,155

Benefit from/(provision for) income taxes (e) (590) (394)

Equity in earnings/(losses) of unconsolidated entities (32) (9)

Net income 5,124 4,751

Less: net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest (f) 16 11

Net income attributable to Thermo Fisher Scientific Inc. $ 5,108 14.5 % $ 4,740 14.7 %

Earnings per share attributable to Thermo Fisher Scientific Inc.:

Basic $ 13.77 $ 12.55

Diluted $ 13.75 $ 12.53

Weighted average shares:

Basic 371 378

Diluted 372 378

Reconciliation of adjusted operating income and adjusted operating margin

GAAP operating income $ 6,213 17.7 % $ 5,491 17.0 %

Cost of revenues adjustments (a) 51 0.1 % 31 0.1 %

Selling, general and administrative expenses adjustments (b) 59 0.2 % 99 0.3 %

Restructuring and other costs (c) 346 1.0 % 316 1.0 %

Amortization of acquisition-related intangible assets 1,433 4.1 % 1,294 4.0 %

Adjusted operating income (non-GAAP measure) $ 8,102 23.1 % $ 7,231 22.4 %

Reconciliation of adjusted net income

GAAP net income attributable to Thermo Fisher Scientific Inc.

$ 5,108 $ 4,740

Cost of revenues adjustments (a) 51 31

Selling, general and administrative expenses adjustments (b) 59 99

Restructuring and other costs (c) 346 316

Amortization of acquisition-related intangible assets 1,433 1,294

Other income/expense adjustments (d) (15) (1)

Income taxes adjustments (e) (269) (320)

Equity in earnings/losses of unconsolidated entities 32 9

Noncontrolling interests adjustments (f) — (1)

Adjusted net income (non-GAAP measure)

$ 6,745 $ 6,167

Reconciliation of adjusted earnings per share

GAAP diluted EPS attributable to Thermo Fisher Scientific Inc. $ 13.75 $ 12.53

Cost of revenues adjustments (a) 0.14 0.08

Selling, general and administrative expenses adjustments (b) 0.16 0.26

Restructuring and other costs (c) 0.93 0.83

Amortization of acquisition-related intangible assets 3.86 3.42

Other income/expense adjustments (d) (0.04) 0.00

Income taxes adjustments (e) (0.72) (0.85)

Equity in earnings/losses of unconsolidated entities 0.09 0.02

Noncontrolling interests adjustments (f) — 0.00

Adjusted EPS (non-GAAP measure) $ 18.15 $ 16.30

Reconciliation of free cash flow

GAAP net cash provided by operating activities

$ 5,867 $ 4,361

Purchases of property, plant and equipment

(1,263) (1,060)

Proceeds from sale of property, plant and equipment 14 17

Free cash flow (non-GAAP measure) $ 4,618 $ 3,319

Business Segment Information Nine months ended

September 26, % of September 27, % of

(Dollars in millions) 2026 Revenues 2025 Revenues

Revenues

Life Sciences Solutions $ 8,170 23.3 % $ 7,428 23.0 %

Analytical Instruments 5,564 15.8 % 5,339 16.5 %

Specialty Diagnostics 3,445 9.8 % 3,456 10.7 %

Laboratory Products and Biopharma Services

19,592 55.8 % 17,605 54.4 %

Eliminations (1,635) -4.7 % (1,487) -4.6 %

Consolidated revenues $ 35,136 100.0 % $ 32,341 100.0 %

Segment income and segment income margin

Life Sciences Solutions $ 3,017 36.9 % $ 2,722 36.6 %

Analytical Instruments 1,317 23.7 % 1,153 21.6 %

Specialty Diagnostics 987 28.7 % 932 27.0 %

Laboratory Products and Biopharma Services 2,781 14.2 % 2,425 13.8 %

Subtotal reportable segments 8,102 23.1 % 7,231 22.4 %

Cost of revenues adjustments (a) (51) -0.1 % (31) -0.1 %

Selling, general and administrative expenses adjustments (b) (59) -0.2 % (99) -0.3 %

Restructuring and other costs (c) (346) -1.0 % (316) -1.0 %

Amortization of acquisition-related intangible assets (1,433) -4.1 % (1,294) -4.0 %

Consolidated GAAP operating income $ 6,213 17.7 % $ 5,491 17.0 %

(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 $16 of transaction-related costs.

(d) Adjusted results exclude net gains/losses on investments and settlement charges for pension plans. Adjusted results in 2026 also exclude $6 of business interruption recoveries.

(f) Adjusted results in 2025 exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.

Note:

Consolidated depreciation expense is $945 and $758 in 2026 and 2025, respectively.

Organic revenue growth Nine months ended

September 26, 2026

Revenue growth 9 %

Acquisitions/divestitures 4 %

Currency translation 1 %

Organic revenue growth (non-GAAP measure) 4 %

Note:

For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

Condensed Consolidated Balance Sheets (unaudited)

September 26, December 31,

(In millions) 2026 2025

Assets

Current assets:

Cash and cash equivalents $ 5,461 $ 9,852

Short-term investments 600 253

Accounts receivable, net 9,625 8,900

Inventories 5,643 5,425

Other current assets 4,285 4,278

Total current assets

25,615 28,707

Property, plant and equipment, net 10,577 10,565

Acquisition-related intangible assets, net 18,077 15,838

Other assets

5,701 5,871

Goodwill 54,263 49,362

Total assets

$ 114,233 $ 110,343

Liabilities, redeemable noncontrolling interest and equity

Current liabilities:

Short-term obligations and current maturities of long-term obligations

$ 2,262 $ 3,533

Other current liabilities 11,908 11,656

Total current liabilities

14,170 15,189

Other long-term liabilities 6,059 5,766

Long-term obligations

39,108 35,852

Redeemable noncontrolling interest 128 122

Total equity 54,767 53,415

Total liabilities, redeemable noncontrolling interest and equity $ 114,233 $ 110,343

Condensed Consolidated Statements of Cash Flows (unaudited)

Nine months ended

September 26, September 27,

(In millions) 2026 2025

Operating activities

Net income $ 5,124 $ 4,751

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 2,378 2,053

Change in deferred income taxes (676) (728)

Other net non-cash expenses 621 540

Changes in assets and liabilities, excluding the effects of acquisitions (1,580) (2,255)

Net cash provided by operating activities 5,867 4,361

Investing activities

Purchases of property, plant and equipment (1,263) (1,060)

Proceeds from sale of property, plant and equipment 14 17

Proceeds from cross-currency interest rate swap interest settlements 284 218

Acquisitions, net of cash acquired (8,877) (4,037)

Purchases of investments (668) (351)

Proceeds from sales and maturities of investments 253 254

Proceeds from sale of business, net of cash divested 1,021 —

Net proceeds from terminations of cross-currency interest rate swaps 388 —

Other investing activities, net (26) 20

Net cash used in investing activities (8,874) (4,938)

Financing activities

Net proceeds from issuance of debt 5,238 2,840

Repayment of debt (2,519) (1,625)

Proceeds from issuance of commercial paper 389 1,095

Repayment of commercial paper (389) (597)

Purchases of company common stock (4,000) (2,963)

Dividends paid (511) (474)

Other financing activities, net 251 (1)

Net cash used in financing activities (1,541) (1,725)

Exchange rate effect on cash 164 273

Increase/(decrease) in cash, cash equivalents and restricted cash (4,384) (2,029)

Cash, cash equivalents and restricted cash at beginning of period 9,879 4,040

Cash, cash equivalents and restricted cash at end of period $ 5,494 $ 2,011

Free cash flow (non-GAAP measure) $ 4,618 $ 3,319

Note:

For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

Supplemental Information Regarding Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of acquisitions/divestitures and the effects of currency translation. We report these measures 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/or foreign currency translation on revenues. Thermo Fisher management uses these measures 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 margin, adjusted net income, 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.

•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 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.

Thermo Fisher Scientific does not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort items such as the timing and amount of future restructuring actions, transaction-related charges as well as gains or losses from sales of real estate and businesses, the early retirement of debt and the outcome of legal proceedings. The timing and amount of these items are uncertain and could be material to Thermo Fisher Scientific’s results computed in accordance with GAAP.

The non-GAAP financial measures of Thermo Fisher Scientific’s results of operations and cash flows included in this press release are not meant to be considered superior to or a substitute for Thermo Fisher Scientific’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 in the tables above.

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