Thermo Fisher Scientific Inc. (TMO) FY2025 10-K and Q2 FY2026 10-Q Summary

Business

From the FY2025 Form 10-K, accession 0000097745-26-000018.

Thermo Fisher describes itself as "the world leader in serving science." It sells reagents, consumables, instruments, laboratory equipment and outsourced services to pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, and to environmental, industrial and applied customers. The stated strategy has three pillars: high-impact innovation, trusted-partner status with customers, and what management calls its "unparalleled commercial engine." Growth is pursued through organic investment in R&D and capacity and through acquisitions; the company is explicit that capital is deployed "primarily via mergers and acquisitions and secondarily via share buybacks and dividends."

FY2025 revenue was $44.56 billion. The revenue base is heavily recurring in character: by type, consumables were $18.66 billion, services $18.59 billion, and instruments only $7.30 billion, roughly five-sixths of revenue comes from consumables and services rather than capital equipment. By customer location, North America was $23.03 billion, Europe $11.83 billion, Asia-Pacific $8.10 billion, and other regions $1.60 billion; U.S. revenue alone was $22.24 billion, so slightly more than half of sales are non-U.S. R&D expense was $1.40 billion in 2025 (2024: $1.39 billion). The company employed approximately 125,000 people at December 31, 2025, about 59,000 in the Americas, 44,000 in EMEA and 22,000 in Asia-Pacific.

The four reportable segments

Segment revenues below are stated as the segment note reports them, which includes intersegment sales, so the four segments sum above consolidated revenue; consolidated revenue is stated net of intersegment eliminations, which were $2.03 billion in 2025.

Life Sciences Solutions, FY2025 revenue $10.37 billion, segment income $3.77 billion (36.3% margin). Reagents, instruments and consumables for biological and medical research, drug and vaccine discovery and production, and disease diagnosis. Its three businesses are biosciences ($4.17 billion), genetic sciences ($2.87 billion) and bioproduction ($3.20 billion). This is the highest-margin segment and the one most levered to pharma and biotech process economics. The Solventum filtration and separation acquisition (September 2025) and Olink (July 2024) both landed here.

Analytical Instruments, FY2025 revenue $7.55 billion, segment income $1.74 billion (23.0% margin). Instruments plus supporting consumables, software and services: chromatography and mass spectrometry ($3.36 billion), electron microscopy ($2.96 billion) and chemical analysis ($1.24 billion, spanning production/process/analytics, field and safety instruments, and environmental and process instruments). This is the most capital-equipment-exposed segment and therefore the most sensitive to customer capex cycles; its margin fell 3.2 points in 2025.

Specialty Diagnostics, FY2025 revenue $4.68 billion, segment income $1.26 billion (26.9% margin). Diagnostic test kits, reagents, culture media and instruments for healthcare, clinical, pharmaceutical, industrial and food-safety labs. Its components are the healthcare market channel ($1.79 billion), clinical diagnostics ($1.12 billion), immunodiagnostics ($0.91 billion), microbiology ($0.65 billion, since agreed to be sold to Astorg, see the pending divestiture below) and transplant diagnostics ($0.49 billion).

Laboratory Products and Biopharma Services, FY2025 revenue $23.98 billion, segment income $3.35 billion (14.0% margin). By far the largest segment and the lowest-margin one. It combines lab consumables, equipment and chemicals with the research and safety market channel ($7.44 billion), pharma services ($7.14 billion, i.e. CDMO drug substance and drug product manufacturing) and clinical research ($7.92 billion, the PPD clinical-trial business). Laboratory products revenue was $2.41 billion. This is where outsourced pharma services scale sits, and where the Clario acquisition was placed.

Brands include Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD.

Seasonality and competition. Fourth-quarter revenues are historically stronger because of the capital spending patterns of industrial, pharmaceutical and government customers; seasonal diagnostics products (allergy and flu tests) vary quarter to quarter. The company says it faces "aggressive and able competition in virtually all of the markets we serve," from manufacturers, third-party distributors and service providers, with success turning on technical performance, product differentiation and availability, breadth of capability, reputation for quality, customer support, and active research and application-development programs. Notably, it competes directly with some of its own large customers and product suppliers.

Regulation. Operations span environmental statutes (TSCA, RCRA, Clean Air Act, Clean Water Act, CERCLA and state equivalents), FDA/DEA/EMA regulation of drug and medical-device manufacture and clinical services, government-contracting rules, and an evolving data-privacy and AI framework including GDPR, the EU AI Act, HIPAA and state privacy laws. Legacy environmental remediation obligations include the Fair Lawn and Somerville, New Jersey sites (administrative consent orders since 1984; Fair Lawn is part of the Fair Lawn Wellfields Superfund Site) and the former Davis Landfill Superfund site in Smithfield, Rhode Island, where a Life Technologies subsidiary entered a consent decree in 2011 and EPA selected an interim groundwater-treatment remedy in 2020. Management believes compliance costs are not material and that accruals are adequate.

Balance-sheet shape of the acquisition strategy. Because growth has been bought as well as built, goodwill stood at $49.36 billion at December 31, 2025, with indefinite-lived intangibles (primarily trade names) of $1.23 billion and definite-lived intangibles of $14.60 billion.

Risk factors

From the FY2025 Form 10-K, accession 0000097745-26-000018, condensed to the substantive risks.

End-market and customer-budget risk. Growth depends on the growth of served markets, some of which are cyclical. Demand from pharmaceutical and biotech companies, laboratories, universities, healthcare providers, government agencies and research institutions turns on capital spending policies, public-policy spending priorities, national procurement initiatives, cost-reimbursement policies and the timely passage of budgets. The 10-K specifically flags the October 2025 U.S. federal government shutdown from a lapse in appropriations, and warns that a similar impasse could lead to substantial delays or reductions in federal spending.

Macroeconomic and inflation risk. Both domestic and international markets experienced significant inflationary pressures in 2025 and rates "continue at elevated levels." Instability could reduce demand, increase order cancellations and delays, raise excess-inventory risk, pressure prices, interrupt supply and lengthen sales cycles.

International, currency and tariff risk. International markets contribute a substantial portion of revenue. In 2025 currency translation had a favorable $0.37 billion effect on revenues from a weakening U.S. dollar, the same mechanism runs the other way. The company also invoices in currencies other than functional currencies, exposing cash flows. It explicitly names tariffs imposed by the U.S. on foreign goods and retaliatory tariffs by other countries as a risk to results, and flags emerging-market political, legal, sanctions and corruption exposure.

Innovation and technology obsolescence, including AI. The company must anticipate industry trends and develop products ahead of the commercialization of its customers' products. It states plainly that "failure to keep pace with rapid developments in AI technologies could adversely affect our competitive position and results of operations," and that competitors may adapt faster or achieve cost or quality advantages it cannot match.

Acquisition integration and goodwill impairment. Acquisitions may be difficult to complete (antitrust and other regulatory approvals, disputes, litigation), are typically made at a substantial premium to the fair value of net identifiable assets, and may not be integrated successfully or deliver anticipated synergies. Against the goodwill and intangible balances set out above, failure to realize value could force material impairment charges. This is a first-order risk for a company whose stated primary capital deployment channel is M&A.

Supply chain concentration. Certain materials come from sole or limited-source suppliers for quality-assurance, regulatory, cost, availability or design reasons; replacements could not be qualified quickly. Named disruption vectors include supplier capacity constraints and bankruptcies, commodity and energy cost, sanctions and trade restrictions, natural disasters, pandemics, geopolitics, war, cybersecurity incidents including ransomware, and misuse of AI. Primary commodity exposures are fuel, petroleum-based resins and steel. The company also relies heavily on third-party package delivery (Federal Express in the U.S., DHL in Europe); a major work stoppage or price increase would raise costs.

Cybersecurity. The company and its third-party providers experience cyber-attacks and unauthorized-access attempts "on a regular basis" and expect them to continue as attacks become more sophisticated with the advancement of AI. Its disaster recovery planning "is not sufficient for every eventuality." Customer-deployed instruments themselves may be at risk through remote-access solutions, system vulnerabilities or delayed security updates. As of the 10-K, management did not believe any cybersecurity incident had materially affected the company; Audit Committee oversight sits over a program led by the chief information officer.

Quality and regulatory failure in pharma services. Pharma services offerings are "highly exacting and complex." A quality-control failure could require destruction of a batch or a halt to facility production; if a defect reaches market, consequences include recalls, seizures, injunctions halting manufacture and distribution, civil and criminal sanctions, and customer claims for lost active pharmaceutical ingredients. The company is the sole manufacturer of a number of pharmaceuticals for many customers, so a negative regulatory event propagates to customers' own supply.

Regulatory change. Changes such as the Inflation Reduction Act's drug price negotiation provisions, changes to FDA regulation of the drug discovery and development process, or increased FDA regulation of laboratory-developed tests could reduce demand or add cost.

Data privacy. A majority of the privacy regimes the company is subject to have extraterritorial scope with penalties keyed to worldwide annual revenue; regulators are focused on AI, biometrics and surveillance technologies, and several countries (China named) impose data-localization requirements.

Product liability. Products include chemical, radiation and trace-explosives detection instruments used in airports, embassies, cargo facilities and border crossings; a malfunction that fails to detect explosive or radioactive material could produce liability claims. Patients in clinical trials run by the clinical development services business may also bring personal injury claims. Insurance may be insufficient.

Improper conduct and IP. FCPA, U.K. Bribery Act and analogous exposure across many jurisdictions, including liability the government may seek to impose for violations committed by acquired companies. Separately, third parties may assert infringement claims, and the integration of generative AI into products, services or internal operations may increase infringement or misappropriation risk.

Talent. Success depends on attracting and retaining scientific, technical, clinical and management talent in a highly competitive market, with wage inflation affecting turnover and operating costs.

Tax rate volatility. Taxation in numerous jurisdictions; the mix of profitability by country, accounting changes, audit outcomes and legislative change can move the effective rate materially. As of December 31, 2025 numerous countries where the company operates have enacted or signalled Pillar Two 15% global-minimum-tax legislation; management currently does not expect a material impact on its effective rate.

Leverage. Approximately $39.38 billion of indebtedness outstanding at December 31, 2025, plus a $5.00 billion unsecured multi-currency revolver. Leverage increases vulnerability to adverse conditions and could limit financing and acquisition capacity. Debt agreements require a minimum Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense) of 3.5:1.0 as of the last day of any fiscal quarter; a covenant breach could accelerate that instrument and cross-trigger defaults under others.

Concentration and catastrophe. Significant operations in California near major earthquake faults; natural disasters, climate effects, public health crises, political crises and labor unrest could disrupt the company's or its suppliers' facilities and depress customer spending regionally or globally.

Management's discussion and analysis, fiscal 2025

From the FY2025 Form 10-K, accession 0000097745-26-000018.

Headline results. FY2025 revenue was $44.56 billion, up 4% from $42.88 billion. That 4% breaks into 2% organic growth, 1% from acquisitions and 1% from currency translation. GAAP operating income was $7.75 billion (17.4% margin, up 0.3 points); adjusted operating income was $10.11 billion (22.7% margin, up 0.1 point). GAAP diluted EPS was $17.74, up 7%; adjusted EPS was $22.87, up 5%.

What drove the top line. Pharma and biotech revenues grew on increased customer demand, partly offset by reduced demand for COVID-19 vaccine- and therapy-related products and services. Academic and government revenues declined, on customer hesitancy in a more uncertain U.S. environment and macro conditions in China. Industrial and applied grew; diagnostics and healthcare was flat. Geographically, sales grew in North America, Europe and Asia-Pacific but declined in China. Organic contribution was led by Laboratory Products and Biopharma Services and Life Sciences Solutions.

Margins. Both GAAP and adjusted operating margin rose on "very strong productivity improvements," partly offset by unfavorable business mix and strategic investments. GAAP margin also benefited from lower amortization versus 2024, offset by higher transaction-related costs. Productivity is attributed to the PPI (Practical Process Improvement) Business System, price realization, continuous improvement, global sourcing, a lower cost structure after headcount reductions and facility consolidation, and low-cost-region manufacturing. Restructuring charges for headcount reductions and facility consolidations were approximately $0.3 billion in each of 2025 and 2024, and management estimates those actions will realize annual cost savings of approximately $0.5 billion and $0.2 billion respectively.

Segment detail for 2025.

• Life Sciences Solutions: revenue $10.37 billion (+8% total, +3% organic). Bioproduction grew

$548 million on higher pharma and biotech demand plus the filtration and separation acquisition; genetic sciences grew $82 million on Olink. Segment income $3.77 billion; margin 36.3%, down 0.1 point on acquisition impact, unfavorable mix and strategic investments, partly offset by productivity.

• Analytical Instruments: revenue $7.55 billion (+1% total, organic flat). Electron microscopy

grew $87 million and chromatography/mass spectrometry $83 million, offset by a $78 million decline in chemical analysis. Segment income $1.74 billion; margin fell 3.2 points to 23.0% on tariffs and related foreign exchange, strategic investments and unfavorable mix, partly offset by productivity.

• Specialty Diagnostics: revenue $4.68 billion (+4% total, +2% organic), led by the healthcare

market channel and transplant diagnostics; clinical diagnostics +$52 million, immunodiagnostics +$48 million, transplant diagnostics +$37 million. Segment income $1.26 billion; margin up 1.2 points to 26.9% on strong productivity.

• Laboratory Products and Biopharma Services: revenue $23.98 billion (+4% total, +3% organic),

led by the research and safety market channel and pharma services, partly offset by moderating COVID-19 vaccine and therapy activity. Pharma services grew $457 million and research and safety $422 million. Segment income $3.35 billion; margin up 0.7 points to 14.0% on "exceptionally strong" productivity, partly offset by mix and strategic investments.

Acquisitions in the period. Olink Holding AB (publ), a Swedish next-generation proteomics provider, was acquired July 10, 2024 into Life Sciences Solutions. On September 1, 2025 the company acquired Solventum Corporation's filtration and separation business into Life Sciences Solutions, purification and filtration technologies for biologics production plus medical-technology and industrial applications, extending reach into battery, semiconductor and medical-device manufacturing. Cash paid was $3.94 billion (total purchase price $3.87 billion after contingent consideration and cash acquired), of which $2.07 billion was recorded as goodwill.

Below the line. Net interest expense rose to $426 million from $312 million, mainly on lower cash and short-term investment balances and lower rates on those balances; interest rate and cross-currency swaps reduced net interest expense by approximately $283 million in 2025 and $264 million in 2024. The GAAP and adjusted tax rates were shaped by a $269 million deferred tax benefit from tax attributes related to domestication transactions, a $153 million deferred benefit on capital losses from intra-entity transactions, a $158 million benefit in jurisdictions where deferred tax assets are now expected to be realized, and a $93 million benefit from tax return reassessments, against $51 million of expense from third-quarter 2025 tax legislation. In 2024 the rates carried $459 million of benefits and $176 million of net expense for a tax-audit provision. Both years were also helped by significant earnings in lower-tax jurisdictions. The company has operations and a taxable presence in approximately 70 countries outside the U.S. Because intangible amortization is largely non-deductible, cash taxes exceed book tax expense: cash payments for income taxes were $1.78 billion in 2025 and $1.83 billion in 2024. Guidance in the 10-K was for a 2026 GAAP effective rate of 7%–9% and an adjusted rate of approximately 11.5%.

Cash flow and capital allocation in 2025. Cash from income was offset in part by working-capital investment: receivables used $0.43 billion, contract assets/liabilities used $0.38 billion, payables provided $0.42 billion, and other assets and liabilities used $1.31 billion mainly on income-tax payment timing. Investing: acquisitions used $4.04 billion, capex $1.52 billion, with $1.18 billion of proceeds from net sales of investments. Financing: debt issuance provided $7.76 billion, repayment used $2.41 billion, $3.00 billion of stock was repurchased (5.8 million shares) and $0.64 billion of dividends paid. On November 6, 2025 the Board authorized repurchase of up to $5.00 billion of common stock; early in the first quarter of 2026 the company repurchased $3.00 billion (4.9 million shares) against it, and in the first quarter of 2026 issued $3.80 billion of senior notes. Short-term obligations and current maturities were $3.53 billion at year end, with nothing drawn on the $5.00 billion revolver. Management expected 2026 capex, net of disposals, of $1.8–$2.0 billion.

Critical estimates worth watching. Two disclosures stand out. First, the new reporting unit created by the September 2025 filtration and separation acquisition was tested only qualitatively in the 2025 annual assessment, and the 10-K states that its fair value "was not substantially in excess of its carrying value," so relatively small shortfalls in future cash flows, lower peer trading multiples or a higher cost of capital could produce a goodwill impairment. That unit carried $2.10 billion of goodwill against a $4.01 billion carrying value at December 31, 2025. Second, the tax valuation allowance rose to $3.56 billion at December 31, 2025 from $1.04 billion a year earlier, while the liability for unrecognized tax benefits fell to $0.42 billion from $0.52 billion on audit settlements and reductions of prior-year positions. Goodwill overall showed no impairment at the tenth-fiscal-month 2025 testing date and no interim impairments during 2025.

Market risk. The debt portfolio is primarily fixed rate, with total estimated fair value of $36.61 billion at December 31, 2025; a 100 basis point fall in rates would raise that fair value by about $2.45 billion and a 100 basis point rise would cut it by about $2.19 billion. A 100 basis point rise applied to swaps and variable-rate debt would have increased 2025 pre-tax interest expense by only about $3 million. A 10% depreciation in year-end functional currencies against the dollar would reduce shareholders' equity by approximately $2.93 billion.

Current quarter, second quarter of fiscal 2026 (ended June 27, 2026)

From the Form 10-Q for the quarter ended June 27, 2026, accession 0000097745-26-000144.

Results. Revenue was $11.99 billion, up 10% from $10.86 billion; first-half revenue was $23.00 billion, up 8%. The quarter's 10% growth decomposes into 5% organic, 5% from acquisitions and 1% from currency translation (first half: 3% organic, 4% acquisitions, 2% currency). GAAP operating income was $2.09 billion, up 14%, at a 17.4% margin versus 16.9%; adjusted operating income was $2.74 billion at a 22.8% margin versus 21.9%. GAAP diluted EPS was $4.68, up 9%; adjusted EPS was $6.03, up 13%. For the first half, GAAP diluted EPS was $9.10 and adjusted EPS $11.47.

What changed versus 2025. The tone of the demand commentary reverses the 2025 story. Management says customer activity "continued to strengthen across our end markets": pharma and biotech growth was strong on strengthening underlying market conditions; academic and government, which declined in 2025, grew; industrial and applied growth was strong on demand for high-end instruments; and diagnostics and healthcare was also strong. Sales increased across all major geographies, with strong growth in Europe and Asia-Pacific including China, against a China decline in 2025. Organic contribution in the quarter was led by Laboratory Products and Biopharma Services and by Analytical Instruments, the segment that had been flat organically and had lost 3.2 points of margin in 2025. For the first half, academic and government and diagnostics and healthcare were flat, so the second-quarter improvement in those two markets is recent. Margin expansion in the quarter is attributed to strong productivity, offset in part by unfavorable business mix.

Segments in the quarter (with year-ago comparison). As in the Business section above, these segment revenues are as the segment note reports them and include intersegment sales, so they sum above consolidated revenue, which is stated net of intersegment eliminations.

• Life Sciences Solutions: revenue $2.82 billion vs $2.50 billion, +13% total (+3% organic, +9%

acquisitions, +1% currency). Segment income $1.04 billion; margin 37.0% vs 36.8%. Bioproduction grew $196 million, 8 points of segment reported growth, on pharma and biotech demand plus the filtration and separation acquisition. Over the first half, bioproduction grew $417 million, partly offset by declines in biosciences.

• Analytical Instruments: revenue $1.85 billion vs $1.73 billion, +7% total, of which *all 7 points

were organic* (0% acquisitions, 0% currency). Segment income $424 million, +30%; margin 23.0% versus 18.8%, a 4.2-point expansion driven by very strong productivity, favorable volume leverage and favorable foreign exchange. Growth came from all three businesses: electron microscopy +$55 million, chromatography and mass spectrometry +$37 million, chemical analysis +$26 million.

• Specialty Diagnostics: revenue $1.21 billion vs $1.13 billion, +6% total (+5% organic). Segment

income $334 million; margin 27.7% vs 27.0%. Healthcare market channel +$36 million, clinical diagnostics +$14 million, immunodiagnostics +$14 million.

• Laboratory Products and Biopharma Services: revenue $6.69 billion vs $6.00 billion, +12% total

(+5% organic, +6% acquisitions, +1% currency). Segment income $936 million; margin 14.0% vs 13.8%. Clinical research grew $441 million, 7 points of segment reported growth, primarily from Clario. Research and safety grew $153 million and pharma services $99 million.

The Clario acquisition. On March 24, 2026 the company acquired Clario Holdings, Inc., a U.S.-based provider of endpoint data solutions for clinical trials, into Laboratory Products and Biopharma Services. The preliminary total purchase price was $9.10 billion: $5.81 billion cash paid, $3.18 billion of debt settled, $121 million of purchase price payable and $108 million of contingent consideration at fair value, less $117 million of cash acquired. Preliminary allocation put $5.93 billion into goodwill and $3.80 billion into definite-lived intangibles, customer relationships $2.51 billion (20-year weighted-average life), product technology $844 million (7 years), backlog $423 million (6 years) and trade names $19 million (3 years), against $375 million of contract liabilities and $645 million of net deferred tax liabilities. The allocation is preliminary and subject to adjustment. Separately, in 2026 the company acquired two proteomics software companies into Analytical Instruments, one in the U.S. and one in Germany, strengthening mass spectrometry and proteomics software; no consideration was disclosed for those.

Below the line. Net interest expense nearly doubled, to $194 million from $107 million in the quarter and $314 million from $206 million in the half, on higher debt for general corporate purposes and capital deployment, funding buybacks, dividends and the Clario acquisition. Swaps reduced net interest expense by approximately $98 million in the quarter and $194 million in the half (versus $66 million and $133 million in 2025). GAAP other income was $31 million in the quarter versus a $19 million expense, including $6 million of business interruption recoveries. The GAAP tax rate was 8.7% in the quarter (6.5% for the half) and the adjusted rate 11.6% (11.1% for the half), with the half helped by a $175 million deferred benefit from domestication-related tax attributes and a $148 million benefit in jurisdictions where deferred tax assets are now expected to be realized. Weighted average diluted shares fell to 371 million from 378 million on buybacks.

Updated 2026 expectations. The 10-Q raises the GAAP effective tax rate expectation for 2026 to 9%–11% (the 10-K had said 7%–9%) while holding the adjusted rate at approximately 11.5%. Cash income tax payments are expected to total approximately $1.5 billion in 2026. Capital expenditures net of disposals are now expected at $1.9–$2.1 billion, above the $1.8–$2.0 billion range in the 10-K.

Balance sheet and cash flow. Cash and equivalents fell to $4.06 billion from $9.85 billion at December 31, 2025, and short-term investments to zero from $253 million, while total debt rose to $42.55 billion from $39.38 billion, the Clario funding shows on both sides. Short-term obligations and current maturities were $3.37 billion; the $5.00 billion revolver was amended in the first quarter of 2026 to extend expiration by one year to January 7, 2028 and remained undrawn. First-half operating cash flow was $3.32 billion (vs $2.12 billion) and free cash flow $2.50 billion (vs $1.48 billion), helped by lower cash tax payments of $0.67 billion versus $1.20 billion. Investing used $8.80 billion: acquisitions $8.87 billion and capex $0.83 billion, offset by $0.48 billion of net proceeds from terminating cross-currency interest rate swaps. Financing used $0.48 billion: $5.24 billion of debt issued against $1.41 billion repaid, $4.00 billion of buybacks (6.9 million shares) and $0.34 billion of dividends.

Restructuring. Restructuring and other costs were $98 million in the quarter and $147 million in the half, weighted to Laboratory Products and Biopharma Services ($62 million and $95 million), covering headcount reductions, facility consolidations, long-lived asset impairment and, to a lesser extent, pre-acquisition litigation matters.

Litigation. No material change: the company reports the ordinary-course mix of product liability, intellectual property, employment and commercial matters, with no material changes at June 27, 2026 to the accruals for pending product liability, workers compensation and other personal injury matters disclosed in the 2025 financial statements.

Subsequent events

From the Form 10-Q for the quarter ended June 27, 2026, accession 0000097745-26-000144. The 10-Q carries no standalone subsequent-events note; the items below are the material post-period-end and still-pending matters disclosed in it, several of them measured as of the July 31, 2026 filing date.

Pending divestiture of the microbiology business to Astorg for approximately $1.075 billion. On April 27, 2026 the company entered into an agreement to sell its microbiology business, part of the Specialty Diagnostics segment, to Astorg for approximately $1.075 billion, consisting of cash and a $50 million seller note. The sale is subject to customary closing conditions and applicable regulatory approvals and was expected to close in the third quarter of 2026, after the June 27, 2026 period end, and still pending as of the July 31, 2026 filing date. At June 27, 2026 the business carried $228 million of current assets, $760 million of long-term assets, $71 million of current liabilities and $45 million of long-term liabilities. Microbiology generated $645 million of revenue in FY2025 per the 10-K's business-level disclosure.

Additional restructuring charges identified after period end. As of July 31, 2026 the company had 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 it expects to identify further actions in future periods.

Share repurchase capacity. All shares repurchased in the first half of 2026 were made under the $5.00 billion authorization approved by the Board on November 6, 2025. At July 31, 2026, $1.00 billion remained available under that authorization, down from $2.00 billion available at February 26, 2026, consistent with the $4.00 billion of first-half repurchases.

Clario deferred and contingent consideration. The purchase price payable and the contingent consideration recognized in the Clario purchase price at June 27, 2026, set out above, both settle in periods after the quarter end.

Second-quarter results announcement. The company announced its second-quarter 2026 results on July 23, 2026, after the June 27, 2026 period end. No numeric full-year 2026 revenue or EPS guidance is set out in the filings covered here; the quantified forward expectations disclosed are the tax rate, capital expenditure, cash tax and restructuring figures given above.