[10-Q] THERMO FISHER SCIENTIFIC INC. Quarterly Earnings Report

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Thermo Fisher Scientific (TMO) reported Q3 2025 results. Total revenues were $11,122 million, up from $10,598 million a year ago, with product revenue at $6,489 million and service revenue at $4,633 million. Diluted EPS was $4.27 versus $4.25, and operating income reached $1,941 million.

Year to date, operating cash flow was $4,361 million versus $5,377 million in 2024, reflecting working capital outflows. The balance sheet shows cash and equivalents of $1,982 million and long-term obligations of $31,857 million. The company issued additional senior notes in October totaling $2,500 million. Remaining performance obligations were $26.46 billion, with approximately 53% expected to be recognized within 12 months.

By business in Q3: Life Sciences Solutions revenue was $2,588 million, Analytical Instruments $1,893 million, Specialty Diagnostics $1,174 million, and Laboratory Products and Biopharma Services $5,970 million. The company recorded $135 million of restructuring and other costs in Q3 ($316 million year to date) and actions in 2025 affected about 4% of its workforce. Share repurchases were $2,963 million year to date; dividends paid were $474 million.

Insights

Mixed quarter: healthy top-line and EPS growth offset by softer cash flow, higher debt, and ongoing restructuring charges.

Thermo Fisher delivered revenue growth to $11.12B for Q3, up 4.9% year over year, with both product and service lines contributing. Operating income rose to $1.94B and diluted EPS ticked up to $4.27. The backlog proxy remains solid: remaining performance obligations are $26.46B, with 53% expected inside twelve months, supporting near-term visibility.

Liquidity and leverage moved the other way. Cash and equivalents declined to $1.98B from $4.01B at year-end, and operating cash flow for the nine months was $4.36B versus $5.38B last year, reflecting a larger working capital outflow. Total borrowings at carrying value rose to $35.48B, aided by subsequent October issuances totaling $2.5B across maturities in 2031–2037. The undrawn $5.0B revolving facility and compliance with a 3.5x interest coverage covenant provide flexibility.

Cost actions continue. Restructuring and other costs were $135M in Q3 ($316M YTD), including asset impairments and headcount reductions affecting about 4% of the workforce. Management identified additional actions expected to add roughly $140M of charges in 2025–2026, primarily in Laboratory Products and Biopharma Services. Watch near-term: conversion of the $26.46B RPO, cash generation in Q4, integration of acquisitions reflected in goodwill ($49.29B), and the impact of new notes on interest expense over 2026–2037.

10/31/2025 - 09:36 AM

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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 September 27, 2025 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

3.200% Notes due 2026

TMO 26B

New York Stock Exchange

1.400% Notes due 2026

TMO 26A

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

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

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 September 27, 2025, the Registrant had 375,708,059 shares of Common Stock outstanding.

THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 27, 2025


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	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	37

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

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 27,		December 31,
(In millions except share and per share amounts)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	1,982	$	4,009
Short-term investments	1,564		1,561
Accounts receivable, less allowances of $155 and $173	8,911		8,191
Inventories	5,745		4,978
Contract assets, net	1,620		1,435

Other current assets	2,472		1,964
Total current assets	22,295		22,137
Property, plant and equipment, net	10,177		9,306
Acquisition-related intangible assets, net	16,242		15,533
Other assets	5,019		4,492
Goodwill	49,287		45,853
Total assets	$	103,020	$	97,321

Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations	$	3,823	$	2,214
Accounts payable	3,120		3,079
Accrued payroll and employee benefits	1,884		1,988
Contract liabilities	2,852		2,852
Other accrued expenses	3,209		3,199
Total current liabilities	14,888		13,332
Deferred income taxes	842		1,268
Other long-term liabilities	4,278		3,989
Long-term obligations	31,857		29,061
Redeemable noncontrolling interest	129		120
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; 444,644,993 and 443,841,240 shares issued	445		444
Capital in excess of par value	18,330		17,962
Retained earnings	57,354		53,102
Treasury stock at cost, 68,936,934 and 63,066,906 shares	(22,310)		(19,226)
Accumulated other comprehensive income/(loss)	(2,801)		(2,697)
Total Thermo Fisher Scientific Inc. shareholders’ equity	51,018		49,584
Noncontrolling interests	7		(33)
Total equity	51,024		49,551
Total liabilities, redeemable noncontrolling interest and equity	$	103,020	$	97,321

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				Nine months ended
	September 27,		September 28,		September 27,		September 28,
(In millions except per share amounts)	2025		2024		2025		2024
Revenues
Product revenues	$	6,489	$	6,148	$	18,719	$	18,266
Service revenues	4,633		4,450		13,623		13,218
Total revenues	11,122		10,598		32,341		31,484
Costs and operating expenses:
Cost of product revenues	3,319		3,170		9,683		9,189
Cost of service revenues	3,220		3,100		9,431		9,415
Selling, general and administrative expenses	2,162		2,098		6,380		6,392
Research and development expenses	346		346		1,041		1,016
Restructuring and other costs	135		45		316		151
Total costs and operating expenses	9,182		8,759		26,850		26,163
Operating income	1,941		1,838		5,491		5,321
Interest income	234		277		735		851
Interest expense	(347)		(356)		(1,054)		(1,073)
Other income/(expense)	(2)		(16)		(18)		(2)
Income before income taxes	1,826		1,742		5,155		5,096
Benefit from/(provision for) income taxes	(207)		(99)		(394)		(507)
Equity in earnings/(losses) of unconsolidated entities	2		(14)		(9)		(75)
Net income	1,621		1,629		4,751		4,514
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest	5		—		11		9
Net income attributable to Thermo Fisher Scientific Inc.	$	1,616	$	1,630	$	4,740	$	4,505

Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic	$	4.28	$	4.26	$	12.55	$	11.79
Diluted	$	4.27	$	4.25	$	12.53	$	11.75

Weighted average shares
Basic	378		382		378		382
Diluted	378		384		378		383

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended				Nine months ended
	September 27,		September 28,		September 27,		September 28,
(In millions)	2025		2024		2025		2024
Comprehensive income/(loss)
Net income	$	1,621	1,629		$	4,751	$	4,514
Other comprehensive income/(loss):
Cumulative translation adjustment:
Cumulative translation adjustment (net of tax provision (benefit) of $46, $(244), $(369) and $10)	(17)		(54)		(104)		748
Reclassification adjustment for losses included in net income	6		—		6		—
Unrealized gains/(losses) on available-for-sale debt securities:
Unrealized holding losses arising during the period (net of tax (provision) benefit of $0, $0, $0 and $0)	—		—		—		(1)
Unrealized gains/(losses) on hedging instruments:

Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $0, $0, $1 and $1)	1		1		2		2
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $(1), $2, $3 and $2)	3		(5)		(8)		(4)
Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $0, $0, $2 and $1)	2		—		6		2
Total other comprehensive income/(loss)	(5)		(58)		(98)		747
Comprehensive income/(loss)	1,616		1,572		4,653		5,261
Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest	4		6		16		9
Comprehensive income attributable to Thermo Fisher Scientific Inc.	$	1,612	$	1,566	$	4,637	$	5,252

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended
	September 27,		September 28,
(In millions)	2025		2024
Operating activities
Net income	$	4,751	$	4,514
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment	758		852
Amortization of acquisition-related intangible assets	1,294		1,514
Change in deferred income taxes	(728)		(1,007)


Stock-based compensation	226		222
Other net non-cash expenses	315		254
Changes in assets and liabilities, excluding the effects of acquisitions	(2,255)		(973)
Net cash provided by operating activities	4,361		5,377
Investing activities

Purchases of property, plant and equipment	(1,060)		(920)
Proceeds from sale of property, plant and equipment	17		40
Proceeds from cross-currency interest rate swap interest settlements	218		203
Acquisitions, net of cash acquired	(4,037)		(3,132)
Purchases of investments	(351)		(2,065)
Proceeds from sales and maturities of investments	254		9
Other investing activities, net	20		5
Net cash used in investing activities	(4,938)		(5,861)
Financing activities
Net proceeds from issuance of debt	2,840		1,204
Repayment of debt	(1,625)		(1,107)
Proceeds from issuance of commercial paper	1,095		—
Repayments of commercial paper	(597)		—
Purchases of company common stock	(2,963)		(3,000)
Dividends paid	(474)		(434)

Other financing activities, net	(1)		212
Net cash used in financing activities	(1,725)		(3,126)
Exchange rate effect on cash	273		182
Decrease in cash, cash equivalents and restricted cash	(2,029)		(3,427)
Cash, cash equivalents and restricted cash at beginning of period	4,040		8,097
Cash, cash equivalents and restricted cash at end of period	$	2,011	$	4,670

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

(Unaudited)


	Redeemable Noncontrolling Interest		Common Stock			Capital in Excess of Par Value		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income/(Loss)		Total Thermo Fisher Scientific Inc. Shareholders’ Equity		Noncontrolling Interests		Total Equity
(In millions)			Shares	Amount						Shares	Amount

			Three months ended September 27, 2025
Balance at June 28, 2025	$	126	444	$	444	$	18,232	$	55,901	67	$	(21,269)	$	(2,797)	$	50,512	$	(35)	$	50,476
Issuance of shares under stock plans	—		—	—		28		—		—	(32)		—		(5)		—		(5)
Stock-based compensation	—		—	—		70		—		—	—		—		70		—		70
Purchases of company common stock	—		—	—		—		—		2	(1,000)		—		(1,000)		—		(1,000)
Dividends declared ($0.43 per share)	—		—	—		—		(163)		—	—		—		(163)		—		(163)
Net income/(loss)	5		—	—		—		1,616		—	—		—		1,616		1		1,616
Other comprehensive income/(loss)	(1)		—	—		—		—		—	—		(4)		(4)		—		(4)
Contributions from (distributions to) noncontrolling interests	—		—	—		—		—		—	—		—		—		(1)		(1)
Excise tax from stock repurchases	—		—	—		—		—		—	(9)		—		(9)		—		(9)
Disposition	—		—	—		—		—		—	—		—		—		42		42
Balance at September 27, 2025	$	129	445	$	445	$	18,330	$	57,354	69	$	(22,310)	$	(2,801)	$	51,018	$	7	$	51,024

			Three months ended September 28, 2024
Balance at June 29, 2024	$	115	443	$	443	$	17,649	$	49,940	61	$	(18,187)	$	(2,413)	$	47,432	$	(12)	$	47,419

Issuance of shares under stock plans	—		1	1		115		—		—	(40)		—		75		—		75
Stock-based compensation	—		—	—		68		—		—	—		—		68		—		68

Dividends declared ($0.39 per share)	—		—	—		—		(149)		—	—		—		(149)		—		(149)
Net income/(loss)	6		—	—		—		1,630		—	—		—		1,630		(6)		1,624
Other comprehensive income/(loss)	6		—	—		—		—		—	—		(63)		(63)		(1)		(64)
Contributions from (distributions to) noncontrolling interests	—		—	—		—		—		—	—		—		—		(1)		(1)
Excise tax from stock repurchases	—		—	—		—		—		—	1		—		1		—		1
Balance at September 28, 2024	$	127	444	$	444	$	17,831	$	51,421	61	$	(18,227)	$	(2,477)	$	48,992	$	(20)	$	48,972

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

THERMO FISHER SCIENTIFIC INC.

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

(Unaudited)


	Redeemable Noncontrolling Interest		Common Stock			Capital in Excess of Par Value		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income/(Loss)		Total Thermo Fisher Scientific Inc. Shareholders’ Equity		Noncontrolling Interests		Total Equity
(In millions)			Shares	Amount						Shares	Amount

























			Nine months ended September 27, 2025
Balance at December 31, 2024	$	120	444	$	444	$	17,962	$	53,102	63	$	(19,226)	$	(2,697)	$	49,584	$	(33)	$	49,551

Issuance of shares under stock plans	—		1	1		142		—		—	(58)		—		85		—		85
Stock-based compensation	—		—	—		226		—		—	—		—		226		—		226
Purchases of company common stock	—		—	—		—		—		6	(3,000)		—		(3,000)		—		(3,000)
Dividends declared ($1.29 per share)	—		—	—		—		(488)		—	—		—		(488)		—		(488)

Net income/(loss)	13		—	—		—		4,740		—	—		—		4,740		(1)		4,738
Other comprehensive income/(loss)	5		—	—		—		—		—	—		(103)		(103)		—		(103)
Contributions from (distributions to) noncontrolling interest	(8)		—	—		—		—		—	—		—		—		(2)		(2)
Excise tax from stock repurchases	—		—	—		—		—		—	(26)		—		(26)		—		(26)
Disposition	—		—	—		—		—		—	—		—		—		42		42
Balance at September 27, 2025	$	129	445	$	445	$	18,330	$	57,354	69	$	(22,310)	$	(2,801)	$	51,018	$	7	$	51,024

			Nine months ended September 28, 2024
Balance at December 31, 2023	$	118	442	$	442	$	17,286	$	47,364	56	$	(15,133)	$	(3,224)	$	46,735	$	(11)	$	46,724

Issuance of shares under stock plans	—		1	1		324		—		—	(66)		—		259		—		259
Stock-based compensation	—		—	—		222		—		—	—		—		222		—		222
Purchases of company common stock	—		—	—		—		—		6	(3,000)		—		(3,000)		—		(3,000)
Dividends declared ($1.17 per share)	—		—	—		—		(448)		—	—		—		(448)		—		(448)
Net income/(loss)	16		—	—		—		4,505		—	—		—		4,505		(7)		4,498
Other comprehensive income/(loss)	—		—	—		—		—		—	—		747		747		—		747
Contributions from (distributions to) noncontrolling interest	(7)		—	—		—		—		—	—		—		—		(1)		(1)
Excise tax from stock repurchases	—		—	—		—		—		—	(27)		—		(27)		—		(27)
Balance at September 28, 2024	$	127	444	$	444	$	17,831	$	51,421	61	$	(18,227)	$	(2,477)	$	48,992	$	(20)	$	48,972

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics.

Interim Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at September 27, 2025, the results of operations for the three- and nine-month periods ended September 27, 2025 and September 28, 2024, and the cash flows for the nine-month periods ended September 27, 2025 and September 28, 2024. Interim results are not necessarily indicative of results for a full year.

The condensed consolidated balance sheet presented as of December 31, 2024, has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2024 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Note 1 to the consolidated financial statements for 2024 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the company’s significant accounting policies during the nine months ended September 27, 2025.

Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The following table provides a description of recent accounting pronouncements adopted and those standards not yet adopted with potential for a material impact on the company's financial statements or disclosures.

Standard

Description

Adoption timing and approach

Impact of adoption or other significant matters

Standards recently adopted

ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

New guidance to disclose information about supplier finance programs. Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented.

Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method

Not material

ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures

Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.

2024 annual report and interim periods thereafter using a retrospective method

Increased disclosures in Note 11

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Standard

Description

Adoption timing and approach

Impact of adoption or other significant matters

Standards not yet adopted

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.

2025 annual report and interim periods thereafter using a prospective method

Will increase disclosures in Note 7

ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

New guidance to disclose specified information about certain costs and expenses.

2027 annual report and interim periods thereafter using a prospective or retrospective method

Will increase disclosures in Note 6

ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

Among other things, new guidance to modernize the accounting for costs to develop software for internal use.

2028 annual report and interim periods thereafter using a prospective, retrospective, or modified transition method; early adoption is permitted.

Currently evaluating adoption impact, timing, and method

Note 2. Supplemental Balance Sheet Information

Inventories

The components of inventories are as follows:


(In millions)	September 27, 2025		December 31, 2024
Raw materials	$	1,984	$	1,803
Work in process	990		755
Finished goods	2,771		2,420
Inventories	$	5,745	$	4,978

Contract-related Balances

Contract asset and liability balances are as follows:


(In millions)	September 27, 2025		December 31, 2024
Current contract assets, net	$	1,620	$	1,435
Noncurrent contract assets, net	1		6
Current contract liabilities	2,852		2,852
Noncurrent contract liabilities	1,159		1,138

In the three- and nine-month periods ended September 27, 2025, the company recognized revenues of $0.41 billion and $2.50 billion, respectively, that were included in the contract liabilities balance at December 31, 2024. In the three- and nine-month periods ended September 28, 2024, the company recognized revenues of $0.36 billion and $2.36 billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of September 27, 2025, was $26.46 billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately 53% of which is expected to occur within the next twelve months. Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Debt and Other Financing Arrangements

The company’s debt and other financing arrangements are as follows:


	Effective interest rate at September 27,		September 27,		December 31,
(Dollars in millions)	2025		2025		2024

Commercial Paper	4.28	%	$	500	$	—

0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)			—		828
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)			—		663
0.853% 3-Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)	1.02	%	149		142
0.00% 4-Year Senior Notes, Due 11/18/2025 (euro-denominated)	0.15	%	644		569
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)	3.36	%	585		518
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)	1.52	%	819		725
4.953% 3-Year Senior Notes, Due 8/10/2026	5.18	%	600		600
0.832% 1.5-Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)	1.13	%	514		—
5.00% 3-Year Senior Notes, Due 12/5/2026	5.25	%	1,000		1,000
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)	1.66	%	585		518
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)	1.97	%	702		621
1.054% 5-Year Senior Notes, Due 10/20/2027 (Japanese yen-denominated)	1.18	%	193		184
4.80% 5-Year Senior Notes, Due 11/21/2027	5.00	%	600		600
0.790% 3-Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)	1.35	%	110		—
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)	0.77	%	936		828
1.6525% 4-Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated)	1.79	%	414		364
0.77% 5-Year Senior Notes, Due 9/6/2028 (Japanese yen-denominated)	0.90	%	194		184
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)	1.46	%	702		621
1.75% 7-Year Senior Notes, Due 10/15/2028	1.89	%	700		700
5.00% 5-Year Senior Notes, Due 1/31/2029	5.24	%	1,000		1,000
1.125% 4-Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)	1.26	%	395		—
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)	2.08	%	819		725
2.60% 10-Year Senior Notes, Due 10/1/2029	2.74	%	900		900
1.279% 7-Year Senior Notes, Due 10/19/2029 (Japanese yen-denominated)	1.44	%	31		30
1.120% 5-Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)	1.25	%	293		—
4.977% 7-Year Senior Notes, Due 8/10/2030	5.12	%	750		750
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)	0.89	%	2,048		1,812
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)	1.14	%	1,053		932
2.00% 10-Year Senior Notes, Due 10/15/2031	2.23	%	1,200		1,200
1.8401% 8-Year Senior Notes, Due 3/8/2032 (Swiss franc-denominated)	1.92	%	520		457
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)	2.55	%	702		621
1.49% 10-Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)	1.60	%	42		40
4.95% 10-Year Senior Notes, Due 11/21/2032	5.09	%	600		600
1.4175% 8-Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)	1.49	%	439		—
5.086% 10-Year Senior Notes, Due 8/10/2033	5.20	%	1,000		1,000
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)	1.21	%	1,755		1,553
5.20% 10-Year Senior Notes, Due 1/31/2034	5.34	%	500		500
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)	3.76	%	878		777
1.50% 12-Year Senior Notes, Due 9/6/2035 (Japanese yen-denominated)	1.58	%	144		137
2.0375% 12-Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)	2.10	%	407		358
1.520% 12-Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)	1.56	%	390		—

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Effective interest rate at September 27,		September 27,		December 31,
(Dollars in millions)	2025		2025		2024

1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)	1.71	%	269		—
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)	2.94	%	819		725
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)	1.73	%	1,053		932
2.80% 20-Year Senior Notes, Due 10/15/2041	2.90	%	1,200		1,200
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)	1.78	%	1,463		1,294
2.069% 20-Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)	2.13	%	98		93
5.404% 20-Year Senior Notes, Due 8/10/2043	5.50	%	600		600
2.02% 20-Year Senior Notes, Due 9/6/2043 (Japanese yen-denominated)	2.06	%	194		184
5.30% 30-Year Senior Notes, Due 2/1/2044	5.37	%	400		400
1.49% 20-Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)	1.54	%	232		—
1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)	1.95	%	169		—
4.10% 30-Year Senior Notes, Due 8/15/2047	4.23	%	750		750
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)	1.99	%	1,170		1,035
1.47% 25-Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)	1.49	%	410		—
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)	2.07	%	878		777
2.382% 30-Year Senior Notes, Due 10/18/2052 (Japanese yen-denominated)	2.43	%	223		212
Other			1		73
Total borrowings at par value			35,745		31,332

Unamortized discount			(95)		(95)
Unamortized debt issuance costs			(165)		(164)
Total borrowings at carrying value			35,484		31,072
Finance lease liabilities			196		202
Less: Short-term obligations and current maturities			3,823		2,214
Long-term obligations			$	31,857	$	29,061

The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.

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

Credit Facilities

The company has a revolving credit facility (the Facility) with a bank group that provides for up to $5.00 billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2027. The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (EURIBOR)-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5:1.0 as of the last day of any fiscal quarter. As of September 27, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Commercial Paper Programs

The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

Senior Notes

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes, and Japanese yen-denominated and Swiss franc-denominated private placement notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of the Japanese yen-denominated and Swiss franc-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants related to its senior notes at September 27, 2025.

Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of September 27, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings: the 0.00% Senior Notes due 2025, the 0.80% Senior Notes due 2030, the 1.125% Senior Notes due 2033, the 1.625% Senior Notes due 2041, and the 2.00% Senior Notes due 2051. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

October 2025 Debt Issuances

In the fourth quarter of 2025, the company issued the following senior notes:


(In millions)	Principal Value Issued
4.200% 5.5-Year Senior Notes due 3/1/2031	$	500
4.473% 7-Year Senior Notes due 10/7/2032	750
4.794% 10-Year Senior Notes due 10/7/2035	750
4.894% 12-Year Senior Notes due 10/7/2037	500

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Fair Value Measurements

Fair Value Measurements

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


	September 27,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
(In millions)	2025		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	162	$	162	$	—	$	—
Bank time deposits	1,560		1,560		—		—
Investments	87		22		—		65

Insurance contracts	277		—		277		—
Derivative contracts	415		—		415		—
Contingent consideration	65		—		—		65
Total assets	$	2,566	$	1,744	$	692	$	129

Liabilities
Derivative contracts	$	409	$	—	$	409	$	—
Contingent consideration	12		—		—		12
Total liabilities	$	421	$	—	$	409	$	12


	December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
(In millions)	2024		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	1,103	$	1,103	$	—	$	—
Bank time deposits	1,560		1,560		—		—
Investments	39		18		—		21

Insurance contracts	240		—		240		—
Derivative contracts	460		—		460		—
Total assets	$	3,401	$	2,680	$	700	$	21

Liabilities
Derivative contracts	$	59	$	—	$	59	$	—
Contingent consideration	13		—		—		13
Total liabilities	$	72	$	—	$	59	$	13

In the three- and nine-month periods ended September 27, 2025, the company recorded $8 million and $6 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income. In the three- and nine-month periods ended September 28, 2024, the company recorded $(4) million and $7 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

The following table provides a rollforward of investments classified as level 3:


	Three months ended				Nine months ended
(In millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Investments
Beginning balance	$	59	$	—	$	21	$	—
Purchases	6		26		44		26


Ending balance	$	65	$	26	$	65	$	26

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of a qualifying transaction), of the contingent consideration asset.


(In millions)	2025
Contingent consideration asset
Beginning balance	$	—
Acquisition	65


Ending balance	$	65

The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration liabilities.


	Three months ended				Nine months ended
(In millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Contingent consideration liabilities
Beginning balance	$	5	$	12	$	13	$	87
Acquisitions (including assumed balances)	3		—		3		—
Payments	—		—		(6)		(2)
Changes in fair value included in earnings	4		(4)		3		(78)
Ending balance	$	12	$	8	$	12	$	8

Fair Value of Other Financial Instruments

The carrying value and fair value of the company’s debt instruments are as follows:


	September 27, 2025				December 31, 2024
(In millions)	Carrying value		Fair value		Carrying value		Fair value
Senior notes	$	34,983	$	32,573	$	30,999	$	28,454

Commercial paper	500		500		—		—
Other	1		1		73		73
	$	35,484	$	33,075	$	31,072	$	28,527

The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.

Note 5. Commitments and Contingencies

Environmental Matters

The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At September 27, 2025, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Litigation and Related Contingencies

The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows.

Product Liability, Workers Compensation and Other Personal Injury Matters

The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. At September 27, 2025, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K. Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

Note 6. Supplemental Income Statement Information

Disaggregated Revenues

Revenues by type are as follows:


	Three months ended				Nine months ended

(In millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Revenues
Consumables	$	4,679	$	4,379	$	13,638	$	13,070
Instruments	1,811		1,769		5,080		5,196
Services	4,633		4,450		13,623		13,218
Consolidated revenues	$	11,122	$	10,598	$	32,341	$	31,484

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


	Three months ended				Nine months ended


(In millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Revenues
North America	$	5,689	$	5,591	$	16,924	$	16,640
Europe	3,005		2,686		8,459		7,968
Asia-Pacific	2,013		1,923		5,824		5,755
Other regions	415		397		1,135		1,122
Consolidated revenues	$	11,122	$	10,598	$	32,341	$	31,484

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenues by business are as follows:


	Three months ended				Nine months ended
(In millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Revenues
Biosciences	$	1,023	$	1,006	$	3,091	$	3,124
Genetic sciences	720		701		2,076		2,001
BioProduction	817		680		2,234		1,903
Other	28		(1)		27		(1)
Life Sciences Solutions	2,588		2,387		7,428		7,027
Chromatography and mass spectrometry	841		802		2,398		2,364
Chemical analysis	320		332		898		976
Electron microscopy	732		675		2,043		1,938

Analytical Instruments	1,893		1,808		5,339		5,277
Clinical diagnostics	283		266		822		802
ImmunoDiagnostics	230		212		681		649
Microbiology	162		159		473		471
Transplant diagnostics	125		114		362		332
Healthcare market channel	444		453		1,325		1,302
Elimination of intrasegment revenues	(70)		(75)		(207)		(200)
Specialty Diagnostics	1,174		1,129		3,456		3,355
Laboratory products	594		614		1,776		1,878
Research and safety market channel	1,861		1,739		5,471		5,225
Pharma services	1,722		1,647		5,123		4,852
Clinical research	2,019		1,956		5,914		5,938
Elimination of intrasegment revenues and other	(226)		(216)		(679)		(673)
Laboratory Products and Biopharma Services	5,970		5,740		17,605		17,221
Elimination of intersegment revenues	(503)		(467)		(1,487)		(1,397)
Consolidated revenues	$	11,122	$	10,598	$	32,341	$	31,484

Restructuring and Other Costs

In the first nine months of 2025, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters. In 2025, severance actions associated with facility consolidations and cost reduction measures affected approximately 4% of the company’s workforce.

As of October 31, 2025, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $140 million, primarily in 2025 and 2026, and expects to identify additional actions in future periods.

Restructuring and other costs by segment are as follows:


	Three months ended		Nine months ended
(In millions)	September 27, 2025		September 27, 2025

Life Sciences Solutions	$	78	$	132
Analytical Instruments	54		68
Specialty Diagnostics	—		5
Laboratory Products and Biopharma Services	39		139
Corporate	(36)		(29)
	$	135	$	316

The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets. Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(In millions)	Total (a)
Balance at December 31, 2024	$	50
Net restructuring charges incurred in 2025 (b) (c)	161
Payments	(127)
Currency translation	1
Balance at September 27, 2025	$	85

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

(b)Excludes $155 million of net charges, principally $91 million of charges for impairment of long-lived assets in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

(c)Excludes $51 million of net charges for disposition of a consolidated joint venture.

The company expects to pay accrued restructuring costs primarily through 2025.

Earnings per Share

The company’s earnings per share are as follows:


	Three months ended				Nine months ended
	September 27,		September 28,		September 27,		September 28,

(In millions except per share amounts)	2025		2024		2025		2024
Net income attributable to Thermo Fisher Scientific Inc.	$	1,616	$	1,630	$	4,740	$	4,505

Basic weighted average shares	378		382		378		382
Plus effect of: stock options and restricted stock units	1		1		1		1
Diluted weighted average shares	378		384		378		383

Basic earnings per share	$	4.28	$	4.26	$	12.55	$	11.79
Diluted earnings per share	$	4.27	$	4.25	$	12.53	$	11.75

Antidilutive stock options excluded from diluted weighted average shares	3		2		3		2

Note 7. Income Taxes

The provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following:


	Nine months ended
(In millions)	September 27, 2025			September 28, 2024

Statutory federal income tax rate	21		%	21		%
Provision for income taxes at statutory rate	$	1,082		$	1,070
Increases (decreases) resulting from:
Foreign rate differential	(156)			(93)
Income tax credits	(180)			(207)
Global intangible low-taxed income	40			90
Foreign-derived intangible income	(86)			(73)
Excess tax benefits from stock options and restricted stock units	(7)			(64)
Provision for (reversal of) tax reserves, net	(31)			216
Intra-entity transfers	(153)			(102)

Domestication transaction	(125)			—
Provision for (reversal of) valuation allowances, net	(65)			(161)


Tax return reassessments and settlements	(5)			(130)


Other, net	80			(38)
Provision for/(benefit from) income taxes	$	394		$	507

During the first quarter of 2025, the company recorded a deferred tax benefit of $125 million resulting from the recognition of a tax attribute related to a domestication transaction. During the second quarter of 2025, the company recorded a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions and a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. During the third quarter of 2025, the company recorded $86 million of tax benefits resulting from tax return reassessments.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the first nine months of 2024, the company recorded a tax reserve and associated interest of $240 million related to the settlement of international tax audits for tax years 2009 through 2016, which were settled in the third quarter of 2024. The company also recorded tax benefits of $307 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. These benefits were partially offset by tax provisions primarily associated with disallowed interest expense that is not expected to be realized.

The company has operations and a taxable presence in approximately 70 countries outside the U.S. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different than the U.S. federal statutory rate.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025. There was no material impact on the company’s effective tax rate. We will continue to monitor and assess the impact of OBBBA on our consolidated financial statements.

Unrecognized Tax Benefits

As of September 27, 2025, the company had $0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


(In millions)	2025
Balance at beginning of year	$	525


Additions for tax positions of current year	22

Reductions for tax positions of prior years	(10)
Closure of tax years	(19)
Settlements	(3)
Balance at end of period	$	515

Note 8. Comprehensive Income/(Loss) and Shareholders' Equity

Comprehensive Income/(Loss)

Changes in each component of accumulated other comprehensive income/(loss), net of tax, are as follows:


(In millions)	Cumulative translation adjustment		Unrealized gains/(losses) on hedging instruments		Pension and other postretirement benefit liability adjustment		Total
	Three months ended September 27, 2025
Balance at June 28, 2025	$	(2,502)	$	(24)	$	(270)	$	(2,797)
Other comprehensive income/(loss) before reclassifications	(17)		—		3		(14)
Amounts reclassified from accumulated other comprehensive income/(loss)	7		1		2		10
Net other comprehensive income/(loss)	(10)		1		5		(4)
Balance at September 27, 2025	$	(2,512)	$	(23)	$	(265)	$	(2,801)

	Nine months ended September 27, 2025
Balance at December 31, 2024	$	(2,409)	$	(25)	$	(263)	$	(2,697)
Other comprehensive income/(loss) before reclassifications	(104)		—		(8)		(112)
Amounts reclassified from accumulated other comprehensive income/(loss)	1		2		6		9
Net other comprehensive income/(loss)	(103)		2		(2)		(103)
Balance at September 27, 2025	$	(2,512)	$	(23)	$	(265)	$	(2,801)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9. Supplemental Cash Flow Information

Supplemental cash flow information is as follows:


	Nine months ended
(In millions)	September 27, 2025		September 28, 2024

Non-cash investing and financing activities
Acquired but unpaid property, plant and equipment	$	163	$	190



Declared but unpaid dividends	164		151
Issuance of stock upon vesting of restricted stock units	161		183
Excise tax from stock repurchases	26		27
Unsettled share repurchases	37		—

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


(In millions)	September 27, 2025		December 31, 2024

Cash and cash equivalents	$	1,982	$	4,009
Restricted cash included in other current assets	7		10
Restricted cash included in other assets	22		21
Cash, cash equivalents and restricted cash	$	2,011	$	4,040

Amounts included in restricted cash primarily represent funds held as collateral for bank guarantees, pension related deposits, and incoming cash in China awaiting government administrative clearance.

Note 10. Derivatives

Derivative Contracts

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


(In millions)	September 27, 2025		December 31, 2024

Notional amount


Cross-currency interest rate swaps designated as net investment hedge - euro	$	1,000	$	1,000
Cross-currency interest rate swaps designated as net investment hedge - Japanese yen	4,650		4,650
Cross-currency interest rate swaps designated as net investment hedge - Swiss franc	2,500		2,500


Currency exchange contracts	1,462		1,588

While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the balance sheet. The following tables present the fair value of derivative instruments in the accompanying balance sheets and statements of income.


	Fair value – assets				Fair value – liabilities
	September 27,		December 31,		September 27,		December 31,
(In millions)	2025		2024		2025		2024
Derivatives designated as hedging instruments

Cross-currency interest rate swaps	$	413	$	458	$	408	$	57
Derivatives not designated as hedging instruments
Currency exchange contracts	2		2		1		2

Total derivatives	$	415	$	460	$	409	$	59

The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other current assets, other assets, other current liabilities, or other long-term liabilities. The fair value of currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Gain/(loss) recognized
	Three months ended				Nine months ended
	September 27,		September 28,		September 27,		September 28,
(In millions)	2025		2024		2025		2024








Derivatives designated as cash flow hedges
Interest rate swaps

Amount reclassified from accumulated other comprehensive income/(loss) to interest expense	$	(1)	$	(1)	$	(3)	$	(3)

Financial instruments designated as net investment hedges
Foreign currency-denominated debt and other payables
Included in cumulative translation adjustment within other comprehensive income/(loss)	13		(488)		(1,225)		(127)
Cross-currency interest rate swaps
Included in cumulative translation adjustment within other comprehensive income/(loss)	239		(566)		(395)		171
Included in interest expense	67		67		201		200
Derivatives not designated as hedging instruments
Currency exchange contracts
Included in cost of product revenues	(1)		(6)		(3)		1
Included in other income/(expense)	30		15		43		5

Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.

See Note 1 to the consolidated financial statements for 2024 included in the company’s Annual Report on Form 10-K for additional information on the company’s risk management objectives and strategies.

Note 11. Business Segment Information

Business Segment Information

The company’s financial performance is reported in four segments. During 2025, there have been no changes to the company’s basis of segmentation or in the basis of measurement of segment income. Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses as well as elimination of intersegment and intrasegment profits. Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025


	Three months ended September 27, 2025
(In millions)	Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Total
Revenues
Revenues from external customers	$	2,194	$	1,847	$	1,154	$	5,927	$	11,122
Intersegment revenues	394		46		20		43		503
	2,588		1,893		1,174		5,970		11,626
Elimination of intersegment revenues									(503)
Consolidated revenues									$	11,122
Segment Income
Cost of revenues	961		975		682		4,622
Selling, general, and administrative expenses	470		307		175		582
Research and development expenses	136		144		42		14
Other segment items	53		39		(46)		(116)
Segment income	968		429		321		868		2,587
Unallocated amounts
Cost of revenues adjustments									(10)
Selling, general and administrative expenses adjustments									(66)
Restructuring and other costs									(135)
Amortization of acquisition-related intangible assets									(435)
Interest income									234
Interest expense									(347)
Other income/(expense)									(2)
Consolidated income before income taxes									$	1,826


(In millions)	Unallocated amounts		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Consolidated
Segment assets	$	88,209	$	3,552	$	3,189	$	1,307	$	6,763	$	103,020
Purchases of property, plant and equipment	23		32		18		34		297		404
Depreciation of property, plant and equipment	—		62		26		23		115		227

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024


	Three months ended September 28, 2024
(In millions)	Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Total
Revenues
Revenues from external customers	$	2,009	$	1,776	$	1,111	$	5,701	$	10,598
Intersegment revenues	378		32		18		39		467
	2,387		1,808		1,129		5,740		11,065
Elimination of intersegment revenues									(467)
Consolidated revenues									$	10,598
Segment Income
Cost of revenues	907		878		668		4,488
Selling, general, and administrative expenses	475		310		178		588
Research and development expenses	141		134		44		16
Other segment items	19		35		(54)		(125)
Segment income	845		451		293		773		2,362
Unallocated amounts
Cost of revenues adjustments									(9)
Selling, general and administrative expenses adjustments									(21)
Restructuring and other costs									(45)
Amortization of acquisition-related intangible assets									(450)
Interest income									277
Interest expense									(356)
Other income/(expense)									(16)
Consolidated income before income taxes									$	1,742


(In millions)	Unallocated amounts		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Consolidated
Segment assets	$	86,575	$	3,211	$	2,905	$	1,234	$	6,438	$	100,364
Purchases of property, plant and equipment	23		27		19		26		177		271
Depreciation of property, plant and equipment	—		58		25		29		179		291

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025


	Nine months ended September 27, 2025
(In millions)	Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Total
Revenues
Revenues from external customers	$	6,263	$	5,193	$	3,402	$	17,483	$	32,341
Intersegment revenues	1,165		145		54		122		1,487
	7,428		5,339		3,456		17,605		33,828
Elimination of intersegment revenues									(1,487)
Consolidated revenues									$	32,341
Segment Income
Cost of revenues	2,742		2,713		2,001		13,728
Selling, general, and administrative expenses	1,406		939		529		1,773
Research and development expenses	408		426		134		41
Other segment items	150		108		(140)		(362)
Segment income	2,722		1,153		932		2,425		7,231
Unallocated amounts
Cost of revenues adjustments									(31)
Selling, general and administrative expenses adjustments									(99)
Restructuring and other costs									(316)
Amortization of acquisition-related intangible assets									(1,294)
Interest income									735
Interest expense									(1,054)
Other income/(expense)									(18)
Consolidated income before income taxes									$	5,155


(In millions)	Unallocated amounts		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Consolidated
Segment assets	$	88,209	$	3,552	$	3,189	$	1,307	$	6,763	$	103,020
Purchases of property, plant and equipment	85		101		75		92		707		1,060
Depreciation of property, plant and equipment	—		177		76		68		439		758

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024


	Nine months ended September 28, 2024
(In millions)	Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Total
Revenues
Revenues from external customers	$	5,935	$	5,132	$	3,310	$	17,106	$	31,484
Intersegment revenues	1,092		145		45		115		1,397
	7,027		5,277		3,355		17,221		32,881
Elimination of intersegment revenues									(1,397)
Consolidated revenues									$	31,484
Segment Income
Cost of revenues	2,587		2,529		1,919		13,493
Selling, general, and administrative expenses	1,334		933		553		1,768
Research and development expenses	403		405		128		50
Other segment items	153		121		(130)		(352)
Segment income	2,551		1,289		886		2,262		6,987
Unallocated amounts
Cost of revenues adjustments									(25)
Selling, general and administrative expenses adjustments									24
Restructuring and other costs									(151)
Amortization of acquisition-related intangible assets									(1,514)
Interest income									851
Interest expense									(1,073)
Other income/(expense)									(2)
Consolidated income before income taxes									$	5,096


(In millions)	Unallocated amounts		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Biopharma Services		Consolidated
Segment assets	$	86,575	$	3,211	$	2,905	$	1,234	$	6,438	$	100,364
Purchases of property, plant and equipment	61		78		64		79		637		920
Depreciation of property, plant and equipment	—		171		76		72		534		852

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12. Acquisitions

The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products and services.

Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition.

Pending Acquisition

The company has entered into an agreement to acquire Clario Holdings, Inc. for approximately $8.875 billion in cash at the closing of the transaction, with an additional $125 million in deferred consideration and up to $400 million in contingent consideration to be payable following the closing. Clario is a leading provider of endpoint data solutions for clinical trials. The transaction, which is expected to be completed by the middle of 2026, is subject to customary closing conditions and regulatory approvals. Upon completion, Clario will become part of the Laboratory Products and Biopharma Services segment.

2025

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, Solventum Corporation’s Purification and Filtration business, which became the company’s 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. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing. The goodwill recorded as a result of this business combination is not expected to be tax deductible.

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


(In millions)	Filtration and separation business
Purchase price
Cash paid	$	3,944
Fair value of contingent consideration	(65)
Cash acquired	(9)
	$	3,871

Net assets acquired
Property, plant and equipment	$	411
Definite-lived intangible assets
Customer relationships	1,114
Product technology	387
Trade names	51
Goodwill	2,103
Net other assets/(liabilities)	172
Deferred tax assets (liabilities)	(366)
	$	3,871

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

In addition, in 2025, the company acquired within the Laboratory Products and Biopharma Services segment, a sterile fill finishing and packaging facility to meet the growing demand from pharma and biotech customers for U.S. manufacturing capacity.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The weighted-average amortization periods for definite-lived intangible assets acquired in 2025 are 18 years for customer relationships, 19 years for product technology, and 15 years for trade names. The weighted-average amortization period for all definite-lived intangible assets acquired in 2025 is 18 years.

2024

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities. The goodwill recorded as a result of this business combination is not tax deductible.

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


(In millions)	Olink
Purchase price
Cash paid	$	3,215


Purchase price payable	28

Cash acquired	(97)
	$	3,146

Net assets acquired


Definite-lived intangible assets
Customer relationships	$	708
Product technology	207
Trade names	97



Goodwill	2,301
Net other assets/(liabilities)	9

Deferred tax assets (liabilities)	(176)




	$	3,146

The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are 19 years for customer relationships, 15 years for product technology, and 15 years for trade names. The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is 18 years.

THERMO FISHER SCIENTIFIC INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 (which is on file with the SEC). 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, impact of tariffs, 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, pandemic, 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.

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.

Consolidated Results


	Three months ended								Nine months ended
	September 27,			September 28,					September 27,			September 28,
(Dollars in millions except per share amounts)	2025			2024			Change		2025			2024			Change
Revenues	$	11,122		$	10,598		5	%	$	32,341		$	31,484		3	%
GAAP operating income	1,941			1,838			6	%	5,491			5,321			3	%
GAAP operating income margin	17.4		%	17.3		%	0.1	pt	17.0		%	16.9		%	0.1	pt
Adjusted operating income (non-GAAP measure)	2,587			2,362			9	%	7,231			6,987			3	%
Adjusted operating income margin (non-GAAP measure)	23.3		%	22.3		%	1.0	pt	22.4		%	22.2		%	0.2	pt
GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc.	4.27			4.25			0	%	12.53			11.75			7	%
Adjusted earnings per share (non-GAAP measure)	5.79			5.28			10	%	16.30			15.76			3	%

THERMO FISHER SCIENTIFIC INC.

Organic Revenue Growth


	Three months ended		Nine months ended
	September 27, 2025		September 27, 2025
Revenue growth	5	%	3	%
Impact of acquisitions	1	%	0	%
Impact of currency translation	1	%	0	%
Organic revenue growth (non-GAAP measure)	3	%	2	%

During the third quarter of 2025, revenues grew in the pharma and biotech market, driven by our trusted partner status with customers. Revenues in the academic and government market declined, reflecting customer hesitancy in a more uncertain environment, which resulted in muted demand for equipment and instruments. Revenues grew in the industrial and applied market due to strong demand for our innovative products serving this market. Revenue to customers in the diagnostics and healthcare market declined as we navigated headwinds in China. During the third quarter of 2025, sales grew in North America. Sales growth was strong in Europe and Asia-Pacific, despite weak economic activity in China. Contributions to organic revenue during the third quarter of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

During the first nine months of 2025, revenues grew in the pharma and biotech market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services. Revenues in the academic and government market declined, driven by customer hesitancy in a more uncertain environment in the U.S. and macro conditions in China. Revenue to customers in the industrial and applied market grew. Revenue to customers in the diagnostics and healthcare market declined slightly. During the first nine months of 2025, sales grew in North America, Europe and Asia-Pacific, but declined in China. Contributions to organic revenue during the first nine months of 2025 were led by the Laboratory Products and Biopharma Services and Life Sciences Solutions segments.

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 third quarter of 2025 due primarily to very strong productivity improvements, partially offset by strategic investments, the impact of tariffs and related foreign currency effects, and unfavorable business mix. GAAP operating income margin in the third quarter of 2025 was also impacted by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).

GAAP operating income margin and adjusted operating income margin increased the first nine months of 2025 due primarily to very strong productivity improvements, partially offset by unfavorable business mix. GAAP operating income margin in the first nine months of 2025 benefited from lower amortization expense when compared to 2024; however, this was partially offset by higher levels of restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 6).

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 improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including 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.

Notable Recent Acquisitions

THERMO FISHER SCIENTIFIC INC.

purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications. 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 2024. Accordingly, the following segment data are reported on this basis.


	Three months ended				Nine months ended
(Dollars in millions)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Revenues
Life Sciences Solutions	$	2,588	$	2,387	$	7,428	$	7,027
Analytical Instruments	1,893		1,808		5,339		5,277
Specialty Diagnostics	1,174		1,129		3,456		3,355
Laboratory Products and Biopharma Services	5,970		5,740		17,605		17,221
Eliminations	(503)		(467)		(1,487)		(1,397)
Consolidated revenues	$	11,122	$	10,598	$	32,341	$	31,484

Life Sciences Solutions


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	2,588		$	2,387		8	%	3	%	1	%	5	%
Segment income	968			845			15	%
Segment income margin	37.4		%	35.4		%	2.0	pt

The increase in organic revenues in the third quarter of 2025 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $137 million, which contributed 6 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 and volume leverage, partially offset by unfavorable business mix, strategic investments, and the impact from the acquisition of the filtration and separation business.


	Nine months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	7,428		$	7,027		6	%	2	%	0	%	3	%
Segment income	2,722			2,551			7	%
Segment income margin	36.6		%	36.3		%	0.3	pt

The increase in organic revenues in the first nine months of 2025 was driven by the bioproduction business. On a reported basis, the bioproduction business grew $331 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. Genetic sciences grew $75 million, driven by the 2024 acquisition of Olink. The increase in segment income margin resulted primarily from very strong productivity improvements, partially offset by unfavorable business mix and the impact from the acquisitions of Olink and the filtration and separation business.

THERMO FISHER SCIENTIFIC INC.

Analytical Instruments


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	1,893		$	1,808		5	%	0	%	1	%	4	%
Segment income	429			451			(5)	%
Segment income margin	22.6		%	24.9		%	(2.3)	pt

The increase in organic revenues in the third quarter of 2025 was driven by the electron microscopy and chromatography and mass spectrometry businesses. On a reported basis, the electron microscopy and chromatography and mass spectrometry businesses grew $58 million and $39 million, respectively, which contributed 3 percentage points and 2 percentage points, respectively, of reported growth in the segment. The decrease in segment income margin was driven by the impacts of tariffs and related foreign exchange. Additionally, strong productivity was more than offset by strategic investments and unfavorable business mix.


	Nine months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	5,339		$	5,277		1	%	0	%	0	%	1	%
Segment income	1,153			1,289			(11)	%
Segment income margin	21.6		%	24.4		%	(2.8)	pt

The increase in organic revenues in the first nine months of 2025 was primarily due to growth in the electron microscopy business, partially offset by declines in the chemical analysis business. On a reported basis, the electron microscopy business grew $105 million, partially offset by a decline of $78 million in the chemical analysis business. The decrease in segment income margin resulted primarily from the impacts of tariffs and related foreign exchange, unfavorable volume mix, and strategic investments, partially offset by strong pricing realization.

Specialty Diagnostics


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	1,174		$	1,129		4	%	0	%	2	%	2	%
Segment income	321			293			10	%
Segment income margin	27.4		%	25.9		%	1.5	pt

The increase in organic revenues in the third quarter of 2025 was driven by growth in the immunodiagnostics and transplant diagnostics businesses. On a reported basis, the immunodiagnostics and clinical diagnostics businesses grew $18 million and $17 million, respectively, each of which contributed 2 percentage points of reported growth in the segment. The increase in segment income margin was principally driven by strong productivity and volume leverage.


	Nine months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	3,456		$	3,355		3	%	0	%	1	%	2	%
Segment income	932			886			5	%
Segment income margin	27.0		%	26.4		%	0.6	pt

The increase in organic revenues in the first nine months of 2025 was driven by growth in the healthcare market channel and the transplant diagnostics business. On a reported basis, the immunodiagnostics business grew $32 million, the transplant diagnostics business grew $31 million, and the healthcare market channel grew $23 million, which were the principal drivers of reported revenue growth in the segment. The increase in segment income margin was due to strong pricing realization, partially offset by unfavorable business mix.

THERMO FISHER SCIENTIFIC INC.

Laboratory Products and Biopharma Services


	Three months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	5,970		$	5,740		4	%	0	%	1	%	3	%
Segment income	868			773			12	%
Segment income margin	14.5		%	13.5		%	1.0	pt

The increase in organic revenues in the third quarter of 2025 was primarily due to strong growth in the research and safety market channel, partially offset by moderation in COVID-19 related revenue. On a reported basis, the research and safety market channel, pharma services business, and clinical research business grew $122 million, $75 million, and $64 million, respectively, which contributed 2 percentage points, 1 percentage point, and 1 percentage point, respectively, of reported growth in the segment. Segment income margin increased in the third quarter of 2025, with very strong productivity improvements, partially offset by unfavorable business mix.


	Nine months ended												Organic (non-GAAP measure)
(Dollars in millions)	September 27, 2025			September 28, 2024			Total Change		Acquisitions/ Divestitures		Currency Translation
Revenues	$	17,605		$	17,221		2	%	0	%	0	%	2	%
Segment income	2,425			2,262			7	%
Segment income margin	13.8		%	13.1		%	0.7	pt

The increase in organic revenues in the first nine months of 2025 was primarily due to growth in the research and safety market channel and the pharma services business, partially offset by moderation in COVID-19 related revenue. On a reported basis, the pharma services business and research and safety market channel grew $271 million and $246 million, respectively. The increase in segment income margin was primarily due to exceptionally strong productivity improvements, partially offset by unfavorable business mix and strategic investments.

Non-operating Items


	Three months ended						Nine months ended
	September 27,			September 28,			September 27,			September 28,
(Dollars and shares in millions)	2025			2024			2025			2024
Net interest expense	$	113		$	80		$	319		$	223
GAAP other income/(expense)	(2)			(16)			(18)			(2)
Adjusted other income/(expense) (non-GAAP measure)	(7)			(13)			(19)			(10)
GAAP tax rate	11.3		%	5.7		%	7.6		%	10.0		%
Adjusted tax rate (non-GAAP measure)	11.0		%	10.5		%	10.4		%	10.3		%
Weighted average diluted shares	378			384			378			383

Net interest expense (interest expense less interest income) in the third quarter and first nine months of 2025 increased due primarily to lower cash, and cash equivalents and short-term investments balances, as well as lower interest rates on these balances when compared to the third quarter and first nine months of 2024. In the third quarter and first nine months of 2025, the company’s net interest expense was reduced by approximately $66 million and $199 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements. In the third quarter and first nine months of 2024, the company’s net interest expense was reduced by approximately $66 million and $197 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) includes 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 third quarter and first nine months of 2025 also includes $7 million and $9 million, respectively, of net gains on investments, and $2 million and $8 million, respectively, of settlement charges for pension plans. GAAP other income/(expense) in the third quarter and first nine months of 2024 also includes $(3) million and $7 million, respectively, of net gains/(losses) on investments.

The company’s GAAP and adjusted tax rates in the third quarter of 2025 were impacted by an $86 million tax benefit from tax return reassessments. The company’s GAAP tax rate in the third quarter of 2025 was also impacted by tax legislation enacted during the quarter (Note 7).

THERMO FISHER SCIENTIFIC INC.

The company’s GAAP and adjusted tax rates in the first nine 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, a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income, and an $86 million tax benefit from tax return reassessments (Note 7).

The company’s GAAP and adjusted tax rates in the first nine months of 2024 were impacted by $176 million of expense, net, for a provision associated with a tax audit recorded in the first quarter of 2024. The company’s GAAP and adjusted tax rates in the first nine months of 2024 were also impacted by tax benefits of $183 million and $124 million, in the second and third quarters of 2024, respectively, primarily 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 nine months of 2024 were also impacted by $102 million of tax benefits resulting from capital losses generated as part of intra-entity transactions (Note 7).

The effective tax rates in both 2025 and 2024 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 $1.70 billion in 2025.

The company expects its GAAP effective tax rate in 2025 will be between 8% and 10% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of 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 10.5% in 2025.

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.

Equity in earnings/losses of unconsolidated entities was impacted by an $88 million impairment of an equity method investment in the second quarter of 2024.

Weighted average diluted shares decreased in 2025 compared to 2024, primarily due to share repurchases.

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)	September 27, 2025		December 31, 2024
Cash and cash equivalents	$	1,982	$	4,009
Short-term investments	1,564		1,561
Total debt	35,681		31,275

Approximately half of the company’s cash balances and cash flows from operations are from 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 September 27, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $3.82 billion. The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (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 September 27, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.


	Nine months ended


(In millions)	September 27, 2025		September 28, 2024
Net cash provided by operating activities	$	4,361	$	5,377
Net cash used in investing activities	(4,938)		(5,861)
Net cash used in financing activities	(1,725)		(3,126)
Free cash flow (non-GAAP measure)	3,319		4,498

Operating Activities

During the first nine months of 2025, cash provided by income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $1.21 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.60 billion during the first nine months of 2025.

During the first nine months of 2024, cash provided by income was offset in part by investments in working capital. An increase in inventories used cash of $0.22 billion. A decrease in accounts payable used cash of $0.24 billion. Changes in other assets and liabilities used cash of $0.24 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.43 billion during the first nine months of 2024.

Investing Activities

During the first nine months of 2025, acquisitions used cash of $4.04 billion. The company’s investing activities also included purchases of $1.06 billion for the purchase of property, plant and equipment for capacity and capability investments.

During the first nine months of 2024, acquisitions used cash of $3.13 billion. The company’s investing activities also included purchases of short-term investments of $2.07 billion, as well as $0.92 billion of purchases of property, plant and equipment for capacity and capability investments.

The company expects that for all of 2025, expenditures for property, plant and equipment, net of disposals, will be between $1.4 billion and $1.7 billion.

Financing Activities

During the first nine months of 2025, issuance of debt and net commercial paper activity provided $3.34 billion of cash. Repayment of debt used cash of $1.63 billion. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (2.1 million shares), of which $0.04 billion settled in the fourth quarter of 2025, and the payment of $0.47 billion in cash dividends. On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first nine months of 2025 were under this program, depleting the 2024 authorization.

In the fourth quarter of 2025, the company issued $2.50 billion of senior notes (Note 3).

During the first nine months of 2024, issuance of debt provided $1.20 billion of cash. Repayment of senior notes used $1.11 billion. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.5 million shares) and the payment of $0.43 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, 2024, except in connection with the completion of the filtration and separation business acquisition, which occurred on September 1, 2025, as well as the agreement to acquire Clario Holdings, Inc. (Note 12).

Non-GAAP 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 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

THERMO FISHER SCIENTIFIC INC.

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 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						Nine months ended
	September 27,			September 28,			September 27,			September 28,
(Dollars in millions except per share amounts)	2025			2024			2025			2024

Reconciliation of adjusted operating income
GAAP operating income	$	1,941		$	1,838		$	5,491		$	5,321
Cost of revenues adjustments (a)	10			9			31			25
Selling, general and administrative expenses adjustments (b)	66			21			99			(24)
Restructuring and other costs (c)	135			45			316			151
Amortization of acquisition-related intangible assets	435			450			1,294			1,514
Adjusted operating income (non-GAAP measure)	$	2,587		$	2,362		$	7,231		$	6,987

Reconciliation of adjusted operating income margin
GAAP operating income margin	17.4		%	17.3		%	17.0		%	16.9		%
Cost of revenues adjustments (a)	0.1		%	0.1		%	0.1		%	0.1		%
Selling, general and administrative expenses adjustments (b)	0.6		%	0.2		%	0.3		%	(0.1)		%
Restructuring and other costs (c)	1.2		%	0.4		%	1.0		%	0.5		%
Amortization of acquisition-related intangible assets	3.9		%	4.2		%	4.0		%	4.8		%
Adjusted operating income margin (non-GAAP measure)	23.3		%	22.3		%	22.4		%	22.2		%

Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)	$	(2)		$	(16)		$	(18)		$	(2)
Adjustments (d)	(5)			3			(1)			(8)
Adjusted other income/(expense) (non-GAAP measure)	$	(7)		$	(13)		$	(19)		$	(10)

THERMO FISHER SCIENTIFIC INC.


	Three months ended						Nine months ended
	September 27,			September 28,			September 27,			September 28,
(Dollars in millions except per share amounts)	2025			2024			2025			2024

Reconciliation of adjusted tax rate
GAAP tax rate	11.3		%	5.7		%	7.6		%	10.0		%
Adjustments (e)	(0.3)		%	4.8		%	2.7		%	0.3		%
Adjusted tax rate (non-GAAP measure)	11.0		%	10.5		%	10.4		%	10.3		%












Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.	$	4.27		$	4.25		$	12.53		$	11.75
Cost of revenues adjustments (a)	0.03			0.02			0.08			0.07
Selling, general and administrative expenses adjustments (b)	0.17			0.05			0.26			(0.06)
Restructuring and other costs (c)	0.36			0.12			0.83			0.39
Amortization of acquisition-related intangible assets	1.15			1.17			3.42			3.95
Other income/expense adjustments (d)	(0.01)			0.01			0.00			(0.02)
Income taxes adjustments (e)	(0.17)			(0.36)			(0.85)			(0.50)
Equity in earnings/losses of unconsolidated entities	(0.01)			0.04			0.02			0.20
Noncontrolling interests adjustments (f)	0.00			(0.02)			0.00			(0.02)
Adjusted EPS (non-GAAP measure)	$	5.79		$	5.28		$	16.30		$	15.76


Reconciliation of free cash flow
GAAP net cash provided by operating activities	$	2,239		$	2,167		$	4,361		$	5,377
Purchases of property, plant and equipment	(404)			(271)			(1,060)			(920)
Proceeds from sale of property, plant and equipment	5			20			17			40
Free cash flow (non-GAAP measure)	$	1,840		$	1,915		$	3,319		$	4,498

(a)Adjusted results exclude accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and charges for the sale of inventory revalued at the date of acquisition. Adjusted results in the first nine months of 2024 also exclude $13 million of charges for inventory write-downs associated with large-scale abandonment of product lines.

(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with 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, and abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in the third quarter and first nine months of 2025 also exclude $51 million of charges for disposition of a consolidated joint venture.

(d)Adjusted results exclude net gains/losses on investments. Adjusted results in the first nine months of 2025 also exclude $8 million of 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.

(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 2024 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 nine months of 2025.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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, 2024.

THERMO FISHER SCIENTIFIC INC.

Item 4. Controls and Procedures

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 September 27, 2025, 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.”

Item 1A. Risk Factors

The risks that we believe are material to our investors are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the caption “Risk Factors,” 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 third quarter of 2025 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 July (Jun. 29 - Aug. 2)	—	$	—	—	$	1,000
Fiscal August (Aug. 3 - Aug. 30)	—	—		—	1,000
Fiscal September (Aug. 31 - Sep. 27)	2,116,219	472.54		2,116,219	—
Total third quarter	2,116,219	$	472.54	2,116,219	$	—

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

(2) On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the third quarter of 2025 were under this program, depleting the 2024 authorization.

Item 5. Other Information

Director and Officer Trading Arrangements

During the three months ended September 27, 2025, no director or executive officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below:

Name and Title

Action

Plan Type

Date of adoption of Rule 10b5-1 trading plan

Scheduled expiration of Rule 10b5-1 trading plan

Aggregate number of securities to be purchased or sold

Frederick Lowery, Executive Vice President

Adoption

Rule 10b5-1

8/28/2025

2/27/2026

13,825

Gianluca Pettiti, Executive Vice President

Adoption

Rule 10b5-1

9/12/2025

7/28/2026

4,175

THERMO FISHER SCIENTIFIC INC.

Item 6. Exhibits


Exhibit Number						Description of Exhibit








31.1						Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Definition Linkbase Document.
101.LAB						XBRL Taxonomy Label Linkbase Document.
101.PRE						XBRL Taxonomy Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
						The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.

_______________________

** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

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, thereunto duly authorized.




Date:	October 31, 2025	THERMO FISHER SCIENTIFIC INC.



		/s/ Stephen Williamson
		Stephen Williamson
		Senior Vice President and Chief Financial Officer



		/s/ Joseph R. Holmes
		Joseph R. Holmes
		Vice President and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

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