Thermo Fisher Scientific Inc 10-Q for FY2025 Q3
Thermo Fisher Scientific Inc. (TMO)
10-Q
2025-10-31
For: 2025-09-27
View Original
Added on
April 07, 2026
About this 10-Q
Thermo Fisher Scientific Inc filed this 10-Q on October 31, 2025, covering the quarter ended September 27, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 27, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.12B
- up 4.9% from $10.6B a year earlier
- Net income
- $1.62B
- down 0.9% from net income of $1.63B a year earlier
- Diluted EPS
- $4.27
- up 0.5% from $4.25 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Commission File Number 1-8002
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||||||||
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.
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 | ||||||||
| PART II - OTHER INFORMATION | ||||||||
2
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 | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
Accounts receivable, less allowances of $ | ||||||||||||||
| Inventories | ||||||||||||||
| Contract assets, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Acquisition-related intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, redeemable noncontrolling interest and equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Short-term obligations and current maturities of long-term obligations | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued payroll and employee benefits | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Long-term obligations | ||||||||||||||
| Redeemable noncontrolling interest | ||||||||||||||
| Equity: | ||||||||||||||
| Thermo Fisher Scientific Inc. shareholders’ equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Capital in excess of par value | ||||||||||||||
| Retained earnings | ||||||||||||||
Treasury stock at cost, | ( | ( | ||||||||||||
| Accumulated other comprehensive income/(loss) | ( | ( | ||||||||||||
| Total Thermo Fisher Scientific Inc. shareholders’ equity | ||||||||||||||
| Noncontrolling interests | ( | |||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Service revenues | ||||||||||||||||||||||||||
Total revenues | ||||||||||||||||||||||||||
| Costs and operating expenses: | ||||||||||||||||||||||||||
Cost of product revenues | ||||||||||||||||||||||||||
Cost of service revenues | ||||||||||||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||||||||
Research and development expenses | ||||||||||||||||||||||||||
Restructuring and other costs | ||||||||||||||||||||||||||
Total costs and operating expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
Other income/(expense) | ( | ( | ( | ( | ||||||||||||||||||||||
Income before income taxes | ||||||||||||||||||||||||||
Benefit from/(provision for) income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in earnings/(losses) of unconsolidated entities | ( | ( | ( | |||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest | ||||||||||||||||||||||||||
| Net income attributable to Thermo Fisher Scientific Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share attributable to Thermo Fisher Scientific Inc. | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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 | $ | $ | $ | |||||||||||||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||||||||||||||
| Cumulative translation adjustment: | ||||||||||||||||||||||||||
Cumulative translation adjustment (net of tax provision (benefit) of $ | ( | ( | ( | |||||||||||||||||||||||
Reclassification adjustment for losses included in net income | ||||||||||||||||||||||||||
| Unrealized gains/(losses) on available-for-sale debt securities: | ||||||||||||||||||||||||||
Unrealized holding losses arising during the period (net of tax (provision) benefit of $ | ( | |||||||||||||||||||||||||
| Unrealized gains/(losses) on hedging instruments: | ||||||||||||||||||||||||||
Reclassification adjustment for losses included in net income (net of tax (provision) benefit of $ | ||||||||||||||||||||||||||
| Pension and other postretirement benefit liability adjustments: | ||||||||||||||||||||||||||
Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $( | ( | ( | ( | |||||||||||||||||||||||
Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ | ||||||||||||||||||||||||||
| Total other comprehensive income/(loss) | ( | ( | ( | |||||||||||||||||||||||
Comprehensive income/(loss) | ||||||||||||||||||||||||||
| Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest | ||||||||||||||||||||||||||
| Comprehensive income attributable to Thermo Fisher Scientific Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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 | $ | $ | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
Depreciation of property, plant and equipment | ||||||||||||||
Amortization of acquisition-related intangible assets | ||||||||||||||
Change in deferred income taxes | ( | ( | ||||||||||||
Stock-based compensation | ||||||||||||||
| Other net non-cash expenses | ||||||||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions | ( | ( | ||||||||||||
Net cash provided by operating activities | ||||||||||||||
| Investing activities | ||||||||||||||
| Purchases of property, plant and equipment | ( | ( | ||||||||||||
Proceeds from sale of property, plant and equipment | ||||||||||||||
| Proceeds from cross-currency interest rate swap interest settlements | ||||||||||||||
| Acquisitions, net of cash acquired | ( | ( | ||||||||||||
| Purchases of investments | ( | ( | ||||||||||||
| Proceeds from sales and maturities of investments | ||||||||||||||
Other investing activities, net | ||||||||||||||
Net cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
Net proceeds from issuance of debt | ||||||||||||||
Repayment of debt | ( | ( | ||||||||||||
Proceeds from issuance of commercial paper | ||||||||||||||
Repayments of commercial paper | ( | |||||||||||||
Purchases of company common stock | ( | ( | ||||||||||||
Dividends paid | ( | ( | ||||||||||||
Other financing activities, net | ( | |||||||||||||
Net cash used in financing activities | ( | ( | ||||||||||||
| Exchange rate effect on cash | ||||||||||||||
Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
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 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares under stock plans | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of company common stock | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income/(loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | ( | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) noncontrolling interests | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax from stock repurchases | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disposition | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares under stock plans | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income/(loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) noncontrolling interests | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax from stock repurchases | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 28, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares under stock plans | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of company common stock | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income/(loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) noncontrolling interest | ( | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax from stock repurchases | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disposition | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares under stock plans | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of company common stock | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income/(loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) noncontrolling interest | ( | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax from stock repurchases | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 28, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
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 | |||||||||||||||||
9
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 | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventories | $ | $ | ||||||||||||
Contract-related Balances
Contract asset and liability balances are as follows:
| (In millions) | September 27, 2025 | December 31, 2024 | ||||||||||||
| Current contract assets, net | $ | $ | ||||||||||||
| Noncurrent contract assets, net | ||||||||||||||
| Current contract liabilities | ||||||||||||||
| Noncurrent contract liabilities | ||||||||||||||
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 to five years .
10
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 | % | $ | $ | |||||||||||||||||
| % | ||||||||||||||||||||
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11
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 | |||||||||||||||||
| % | ||||||||||||||||||||
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| Other | ||||||||||||||||||||
Total borrowings at par value | ||||||||||||||||||||
Unamortized discount | ( | ( | ||||||||||||||||||
Unamortized debt issuance costs | ( | ( | ||||||||||||||||||
Total borrowings at carrying value | ||||||||||||||||||||
Finance lease liabilities | ||||||||||||||||||||
Less: Short-term obligations and current maturities | ||||||||||||||||||||
| Long-term obligations | $ | $ | ||||||||||||||||||
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.
12
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 | |||||||
| $ | ||||||||
13
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Bank time deposits | ||||||||||||||||||||||||||
Investments | ||||||||||||||||||||||||||
Insurance contracts | ||||||||||||||||||||||||||
Derivative contracts | ||||||||||||||||||||||||||
| Contingent consideration | ||||||||||||||||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Derivative contracts | $ | $ | $ | $ | ||||||||||||||||||||||
Contingent consideration | ||||||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Bank time deposits | ||||||||||||||||||||||||||
Investments | ||||||||||||||||||||||||||
Insurance contracts | ||||||||||||||||||||||||||
Derivative contracts | ||||||||||||||||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Derivative contracts | $ | $ | $ | $ | ||||||||||||||||||||||
Contingent consideration | ||||||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
14
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 | ||||||||||||||
Ending balance | $ | |||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisitions (including assumed balances) | ||||||||||||||||||||||||||
| Payments | ( | ( | ||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Commercial paper | ||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
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.
15
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
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Instruments | ||||||||||||||||||||||||||
Services | ||||||||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | ||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Europe | ||||||||||||||||||||||||||
Asia-Pacific | ||||||||||||||||||||||||||
Other regions | ||||||||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | ||||||||||||||||||||||
Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions.
16
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Genetic sciences | ||||||||||||||||||||||||||
BioProduction | ||||||||||||||||||||||||||
Other | ( | ( | ||||||||||||||||||||||||
Life Sciences Solutions | ||||||||||||||||||||||||||
Chromatography and mass spectrometry | ||||||||||||||||||||||||||
Chemical analysis | ||||||||||||||||||||||||||
Electron microscopy | ||||||||||||||||||||||||||
Analytical Instruments | ||||||||||||||||||||||||||
Clinical diagnostics | ||||||||||||||||||||||||||
ImmunoDiagnostics | ||||||||||||||||||||||||||
Microbiology | ||||||||||||||||||||||||||
Transplant diagnostics | ||||||||||||||||||||||||||
Healthcare market channel | ||||||||||||||||||||||||||
Elimination of intrasegment revenues | ( | ( | ( | ( | ||||||||||||||||||||||
Specialty Diagnostics | ||||||||||||||||||||||||||
Laboratory products | ||||||||||||||||||||||||||
Research and safety market channel | ||||||||||||||||||||||||||
Pharma services | ||||||||||||||||||||||||||
Clinical research | ||||||||||||||||||||||||||
Elimination of intrasegment revenues and other | ( | ( | ( | ( | ||||||||||||||||||||||
Laboratory Products and Biopharma Services | ||||||||||||||||||||||||||
| Elimination of intersegment revenues | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | ||||||||||||||||||||||
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 | $ | $ | ||||||||||||||||||||||||
Analytical Instruments | ||||||||||||||||||||||||||
Specialty Diagnostics | ||||||||||||||||||||||||||
Laboratory Products and Biopharma Services | ||||||||||||||||||||||||||
Corporate | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
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.
17
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| (In millions) | Total (a) | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | |||||||||||||||||||||||||
Net restructuring charges incurred in 2025 (b) (c) | ||||||||||||||||||||||||||
Payments | ( | |||||||||||||||||||||||||
Currency translation | ||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | |||||||||||||||||||||||||
(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. | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average shares | ||||||||||||||||||||||||||
| Plus effect of: stock options and restricted stock units | ||||||||||||||||||||||||||
| Diluted weighted average shares | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
Antidilutive stock options excluded from diluted weighted average shares | ||||||||||||||||||||||||||
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 | % | % | ||||||||||||
| Provision for income taxes at statutory rate | $ | $ | ||||||||||||
| Increases (decreases) resulting from: | ||||||||||||||
| Foreign rate differential | ( | ( | ||||||||||||
| Income tax credits | ( | ( | ||||||||||||
| Global intangible low-taxed income | ||||||||||||||
| Foreign-derived intangible income | ( | ( | ||||||||||||
| Excess tax benefits from stock options and restricted stock units | ( | ( | ||||||||||||
| Provision for (reversal of) tax reserves, net | ( | |||||||||||||
| Intra-entity transfers | ( | ( | ||||||||||||
| Domestication transaction | ( | |||||||||||||
| Provision for (reversal of) valuation allowances, net | ( | ( | ||||||||||||
| Tax return reassessments and settlements | ( | ( | ||||||||||||
| Other, net | ( | |||||||||||||
| Provision for/(benefit from) income taxes | $ | $ | ||||||||||||
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.
18
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 | $ | |||||||
Additions for tax positions of current year | ||||||||
Reductions for tax positions of prior years | ( | |||||||
Closure of tax years | ( | |||||||
Settlements | ( | |||||||
Balance at end of period | $ | |||||||
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 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
Net other comprehensive income/(loss) | ( | ( | ||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Nine months ended September 27, 2025 | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
Net other comprehensive income/(loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
19
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 | $ | $ | ||||||||||||
Declared but unpaid dividends | ||||||||||||||
Issuance of stock upon vesting of restricted stock units | ||||||||||||||
Excise tax from stock repurchases | ||||||||||||||
| Unsettled share repurchases | ||||||||||||||
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 | $ | $ | ||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
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 | $ | $ | ||||||||||||
| Cross-currency interest rate swaps designated as net investment hedge - Japanese yen | ||||||||||||||
| Cross-currency interest rate swaps designated as net investment hedge - Swiss franc | ||||||||||||||
| Currency exchange contracts | ||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
Currency exchange contracts | ||||||||||||||||||||||||||
| Total derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
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.
20
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 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Financial instruments designated as net investment hedges | ||||||||||||||||||||||||||
Foreign currency-denominated debt and other payables | ||||||||||||||||||||||||||
Included in cumulative translation adjustment within other comprehensive income/(loss) | ( | ( | ( | |||||||||||||||||||||||
Cross-currency interest rate swaps | ||||||||||||||||||||||||||
Included in cumulative translation adjustment within other comprehensive income/(loss) | ( | ( | ||||||||||||||||||||||||
Included in interest expense | ||||||||||||||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
Currency exchange contracts | ||||||||||||||||||||||||||
Included in cost of product revenues | ( | ( | ( | |||||||||||||||||||||||
Included in other income/(expense) | ||||||||||||||||||||||||||
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.
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.
21
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 | $ | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | |||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||
Consolidated revenues | $ | ||||||||||||||||
Segment Income | |||||||||||||||||
| Cost of revenues | |||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
Segment income | |||||||||||||||||
Unallocated amounts | |||||||||||||||||
Cost of revenues adjustments | ( | ||||||||||||||||
Selling, general and administrative expenses adjustments | ( | ||||||||||||||||
Restructuring and other costs | ( | ||||||||||||||||
Amortization of acquisition-related intangible assets | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Other income/(expense) | ( | ||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated | ||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Purchases of property, plant and equipment | ||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||
22
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 | $ | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | |||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||
| Consolidated revenues | $ | ||||||||||||||||
Segment Income | |||||||||||||||||
| Cost of revenues | |||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
Segment income | |||||||||||||||||
Unallocated amounts | |||||||||||||||||
Cost of revenues adjustments | ( | ||||||||||||||||
Selling, general and administrative expenses adjustments | ( | ||||||||||||||||
Restructuring and other costs | ( | ||||||||||||||||
Amortization of acquisition-related intangible assets | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Other income/(expense) | ( | ||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated | ||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Purchases of property, plant and equipment | ||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||
23
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 | $ | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | |||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||
Consolidated revenues | $ | ||||||||||||||||
Segment Income | |||||||||||||||||
| Cost of revenues | |||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
Segment income | |||||||||||||||||
Unallocated amounts | |||||||||||||||||
Cost of revenues adjustments | ( | ||||||||||||||||
Selling, general and administrative expenses adjustments | ( | ||||||||||||||||
Restructuring and other costs | ( | ||||||||||||||||
Amortization of acquisition-related intangible assets | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Other income/(expense) | ( | ||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated | ||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Purchases of property, plant and equipment | ||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||
24
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 | $ | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | |||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||
Consolidated revenues | $ | ||||||||||||||||
Segment Income | |||||||||||||||||
| Cost of revenues | |||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
Segment income | |||||||||||||||||
Unallocated amounts | |||||||||||||||||
Cost of revenues adjustments | ( | ||||||||||||||||
Selling, general and administrative expenses adjustments | |||||||||||||||||
Restructuring and other costs | ( | ||||||||||||||||
Amortization of acquisition-related intangible assets | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Other income/(expense) | ( | ||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated | ||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Purchases of property, plant and equipment | ||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||
25
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.
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 | $ | |||||||||||||||||||||||||||||||||||||
Fair value of contingent consideration | ( | |||||||||||||||||||||||||||||||||||||
Cash acquired | ( | |||||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||||||
Net assets acquired | ||||||||||||||||||||||||||||||||||||||
Property, plant and equipment | $ | |||||||||||||||||||||||||||||||||||||
Definite-lived intangible assets | ||||||||||||||||||||||||||||||||||||||
Customer relationships | ||||||||||||||||||||||||||||||||||||||
Product technology | ||||||||||||||||||||||||||||||||||||||
Trade names | ||||||||||||||||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||||||||||||||
Net other assets/(liabilities) | ||||||||||||||||||||||||||||||||||||||
Deferred tax assets (liabilities) | ( | |||||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||||||
The preliminary allocation of the purchase price for the acquisition of Solventum’s Filtration and Separation business is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, 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.
26
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 | $ | |||||||||||||||||||||||||||||||||||||
Purchase price payable | ||||||||||||||||||||||||||||||||||||||
Cash acquired | ( | |||||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||||||
Net assets acquired | ||||||||||||||||||||||||||||||||||||||
Definite-lived intangible assets | ||||||||||||||||||||||||||||||||||||||
Customer relationships | $ | |||||||||||||||||||||||||||||||||||||
Product technology | ||||||||||||||||||||||||||||||||||||||
Trade names | ||||||||||||||||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||||||||||||||
Net other assets/(liabilities) | ||||||||||||||||||||||||||||||||||||||
Deferred tax assets (liabilities) | ( | |||||||||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||||||||
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.
27
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 | % | ||||||||||||||||||||||||||||||
28
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
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.
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
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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.
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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.
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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).
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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.
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| 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
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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) | ||||||||||||||||||
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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.
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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
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 | |||||||||||||||||||||||||||
| Rule 10b5-1 | ||||||||||||||||||||||||||||||||
| Rule 10b5-1 | ||||||||||||||||||||||||||||||||
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THERMO FISHER SCIENTIFIC INC.
Item 6. Exhibits
| Exhibit Number | Description of Exhibit | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 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.
38
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 | ||||||||
39
Exhibit 31.1
THERMO FISHER SCIENTIFIC INC.
CERTIFICATION 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
I, Marc N. Casper, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Thermo Fisher Scientific Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2025
| /s/ Marc N. Casper | ||||||||
| Marc N. Casper Chairman, President and Chief Executive Officer | ||||||||
Exhibit 31.2
THERMO FISHER SCIENTIFIC INC.
CERTIFICATION 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
I, Stephen Williamson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Thermo Fisher Scientific Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2025
| /s/ Stephen Williamson | ||||||||
| Stephen Williamson Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
THERMO FISHER SCIENTIFIC INC.
CERTIFICATION 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
In connection with the Quarterly Report on Form 10-Q of Thermo Fisher Scientific Inc. (the “Company”) for the period ended September 27, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Marc N. Casper, Chairman, President and Chief Executive Officer of the Company, hereby certifies, pursuant to Securities Exchange Act of 1934 Rules 13a-14(b) and 15d-14(b), that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 31, 2025
| /s/ Marc N. Casper | ||||||||
| Marc N. Casper Chairman, President and Chief Executive Officer | ||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Thermo Fisher Scientific Inc. and will be retained by Thermo Fisher Scientific Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
THERMO FISHER SCIENTIFIC INC.
CERTIFICATION 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
In connection with the Quarterly Report on Form 10-Q of Thermo Fisher Scientific Inc. (the “Company”) for the period ended September 27, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Stephen Williamson, Senior Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to Securities Exchange Act of 1934 Rules 13a-14(b) and 15d-14(b), that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 31, 2025
| /s/ Stephen Williamson | ||||||||
Stephen Williamson Senior Vice President and Chief Financial Officer | ||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Thermo Fisher Scientific Inc. and will be retained by Thermo Fisher Scientific Inc. and furnished to the Securities and Exchange Commission or its staff upon request.