Thermo Fisher Scientific 10-Q 2025-09-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 27, 2025 or

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

Commission File Number 1-8002

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its charter)

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

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

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

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

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $1.00 par value						TMO						New York Stock Exchange
3.200% Notes due 2026						TMO 26B						New York Stock Exchange
1.400% Notes due 2026						TMO 26A						New York Stock Exchange
1.450% Notes due 2027						TMO 27						New York Stock Exchange
1.750% Notes due 2027						TMO 27B						New York Stock Exchange
0.500% Notes due 2028						TMO 28A						New York Stock Exchange
1.375% Notes due 2028						TMO 28						New York Stock Exchange
1.950% Notes due 2029						TMO 29						New York Stock Exchange
0.875% Notes due 2031						TMO 31						New York Stock Exchange
2.375% Notes due 2032						TMO 32						New York Stock Exchange
3.650% Notes due 2034						TMO 34						New York Stock Exchange
2.875% Notes due 2037						TMO 37						New York Stock Exchange
1.500% Notes due 2039						TMO 39						New York Stock Exchange
1.875% Notes due 2049						TMO 49						New York Stock Exchange

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

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

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

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

Smaller reporting company ☐ Emerging growth company ☐

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

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

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

THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 27, 2025

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

THERMO FISHER SCIENTIFIC INC.

PART I FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

						September 27,						December 31,
(In millions except share and per share amounts)						2025						2024
Assets
Current assets:
Cash and cash equivalents						$	1,982					$	4,009
Short-term investments						1,564						1,561
Accounts receivable, less allowances of $155 and $173						8,911						8,191
Inventories						5,745						4,978
Contract assets, net						1,620						1,435
Other current assets						2,472						1,964
Total current assets						22,295						22,137
Property, plant and equipment, net						10,177						9,306
Acquisition-related intangible assets, net						16,242						15,533
Other assets						5,019						4,492
Goodwill						49,287						45,853
Total assets						$	103,020					$	97,321
Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations						$	3,823					$	2,214
Accounts payable						3,120						3,079
Accrued payroll and employee benefits						1,884						1,988
Contract liabilities						2,852						2,852
Other accrued expenses						3,209						3,199
Total current liabilities						14,888						13,332
Deferred income taxes						842						1,268
Other long-term liabilities						4,278						3,989
Long-term obligations						31,857						29,061
Redeemable noncontrolling interest						129						120
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued						—						—
Common stock, $1 par value, 1,200,000,000 shares authorized; 444,644,993 and 443,841,240 shares issued						445						444
Capital in excess of par value						18,330						17,962
Retained earnings						57,354						53,102
Treasury stock at cost, 68,936,934 and 63,066,906 shares						(22,310)						(19,226)
Accumulated other comprehensive income/(loss)						(2,801)						(2,697)
Total Thermo Fisher Scientific Inc. shareholders’ equity						51,018						49,584
Noncontrolling interests						7						(33)
Total equity						51,024						49,551
Total liabilities, redeemable noncontrolling interest and equity						$	103,020					$	97,321

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

						Three months ended												Nine months ended
						September 27,						September 28,						September 27,						September 28,
(In millions except per share amounts)						2025						2024						2025						2024
Revenues
Product revenues						$	6,489					$	6,148					$	18,719					$	18,266
Service revenues						4,633						4,450						13,623						13,218
Total revenues						11,122						10,598						32,341						31,484
Costs and operating expenses:
Cost of product revenues						3,319						3,170						9,683						9,189
Cost of service revenues						3,220						3,100						9,431						9,415
Selling, general and administrative expenses						2,162						2,098						6,380						6,392
Research and development expenses						346						346						1,041						1,016
Restructuring and other costs						135						45						316						151
Total costs and operating expenses						9,182						8,759						26,850						26,163
Operating income						1,941						1,838						5,491						5,321
Interest income						234						277						735						851
Interest expense						(347)						(356)						(1,054)						(1,073)
Other income/(expense)						(2)						(16)						(18)						(2)
Income before income taxes						1,826						1,742						5,155						5,096
Benefit from/(provision for) income taxes						(207)						(99)						(394)						(507)
Equity in earnings/(losses) of unconsolidated entities						2						(14)						(9)						(75)
Net income						1,621						1,629						4,751						4,514
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest						5						—						11						9
Net income attributable to Thermo Fisher Scientific Inc.						$	1,616					$	1,630					$	4,740					$	4,505
Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic						$	4.28					$	4.26					$	12.55					$	11.79
Diluted						$	4.27					$	4.25					$	12.53					$	11.75
Weighted average shares

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

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 (which is on file with the SEC). Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions, impact of tariffs, and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public health crisis, pandemic, or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected.

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

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

Overview

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

Consolidated Results

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

THERMO FISHER SCIENTIFIC INC.

Organic Revenue Growth

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

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

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

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

• High-impact innovation,

• Our trusted partner status with customers, and

• Our unparalleled commercial engine.

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

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

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

Notable Recent Acquisitions

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

THERMO FISHER SCIENTIFIC INC.

purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

Segment Results

The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 11 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2024. Accordingly, the following segment data are reported on this basis.

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

Life Sciences Solutions

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

The increase in organic revenues in the third quarter of 2025 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $137 million, which contributed 6 percentage points of reported growth in the segment, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business. The increase in segment income margin resulted primarily from very strong productivity improvements and volume leverage, partially offset by unfavorable business mix, strategic investments, and the impact from the acquisition of the filtration and separation business.

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

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

THERMO FISHER SCIENTIFIC INC.

Analytical Instruments

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

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

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

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

Specialty Diagnostics

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

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

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

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

THERMO FISHER SCIENTIFIC INC.

Laboratory Products and Biopharma Services

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

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

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

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

Non-operating Items

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

Net interest expense (interest expense less interest income) in the third quarter and first nine months of 2025 increased due primarily to lower cash, and cash equivalents and short-term investments balances, as well as lower interest rates on these balances when compared to the third quarter and first nine months of 2024. In the third quarter and first nine months of 2025, the company’s net interest expense was reduced by approximately $66 million and $199 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements. In the third quarter and first nine months of 2024, the company’s net interest expense was reduced by approximately $66 million and $197 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component. GAAP other income/(expense) in the third quarter and first nine months of 2025 also includes $7 million and $9 million, respectively, of net gains on investments, and $2 million and $8 million, respectively, of settlement charges for pension plans. GAAP other income/(expense) in the third quarter and first nine months of 2024 also includes $(3) million and $7 million, respectively, of net gains/(losses) on investments.

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

THERMO FISHER SCIENTIFIC INC.

The company’s GAAP and adjusted tax rates in the first nine months of 2025 were impacted by a $125 million deferred tax benefit resulting from the recognition of a tax attribute related to a domestication transaction, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions, a $93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income, and an $86 million tax benefit from tax return reassessments (Note 7).

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

The effective tax rates in both 2025 and 2024 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.70 billion in 2025.

The company expects its GAAP effective tax rate in 2025 will be between 8% and 10% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 10.5% in 2025.

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

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

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

Liquidity and Capital Resources

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

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

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

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

As of September 27, 2025, the company’s short-term obligations and current maturities of long-term obligations totaled $3.82 billion. The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of September 27, 2025, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.

THERMO FISHER SCIENTIFIC INC.

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

Operating Activities

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

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

Investing Activities

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

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

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

Financing Activities

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

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

During the first nine months of 2024, issuance of debt provided $1.20 billion of cash. Repayment of senior notes used $1.11 billion. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.5 million shares) and the payment of $0.43 billion in cash dividends.

The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments, did not change materially subsequent to December 31, 2024, except in connection with the completion of the filtration and separation business acquisition, which occurred on September 1, 2025, as well as the agreement to acquire Clario Holdings, Inc. (Note 12).

Non-GAAP Measures

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

We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to

THERMO FISHER SCIENTIFIC INC.

previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable:

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

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

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

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

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

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

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

						Three months ended												Nine months ended
						September 27,						September 28,						September 27,						September 28,
(Dollars in millions except per share amounts)						2025						2024						2025						2024
Reconciliation of adjusted operating income
GAAP operating income						$	1,941					$	1,838					$	5,491					$	5,321
Cost of revenues adjustments (a)						10						9						31						25
Selling, general and administrative expenses adjustments (b)						66						21						99						(24)
Restructuring and other costs (c)						135						45						316						151
Amortization of acquisition-related intangible assets						435						450						1,294						1,514
Adjusted operating income (non-GAAP measure)						$	2,587					$	2,362					$	7,231					$	6,987
Reconciliation of adjusted operating income margin
GAAP operating income margin						17.4		%				17.3		%				17.0		%				16.9		%
Cost of revenues adjustments (a)						0.1		%				0.1		%				0.1		%				0.1		%
Selling, general and administrative expenses adjustments (b)						0.6		%				0.2		%				0.3		%				(0.1)		%
Restructuring and other costs (c)						1.2		%				0.4		%				1.0		%				0.5		%
Amortization of acquisition-related intangible assets						3.9		%				4.2		%				4.0		%				4.8		%
Adjusted operating income margin (non-GAAP measure)						23.3		%				22.3		%				22.4		%				22.2		%
Reconciliation of adjusted other income/(expense)
GAAP other income/(expense)						$	(2)					$	(16)					$	(18)					$	(2)
Adjustments (d)						(5)						3						(1)						(8)
Adjusted other income/(expense) (non-GAAP measure)						$	(7)					$	(13)					$	(19)					$	(10)

THERMO FISHER SCIENTIFIC INC.

						Three months ended												Nine months ended
						September 27,						September 28,						September 27,						September 28,
(Dollars in millions except per share amounts)						2025						2024						2025						2024
Reconciliation of adjusted tax rate
GAAP tax rate						11.3		%				5.7		%				7.6		%				10.0		%
Adjustments (e)						(0.3)		%				4.8		%				2.7		%				0.3		%
Adjusted tax rate (non-GAAP measure)						11.0		%				10.5		%				10.4		%				10.3		%
Reconciliation of adjusted earnings per share
GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc.						$	4.27					$	4.25					$	12.53					$	11.75
Cost of revenues adjustments (a)						0.03						0.02						0.08						0.07
Selling, general and administrative expenses adjustments (b)						0.17						0.05						0.26						(0.06)
Restructuring and other costs (c)						0.36						0.12						0.83						0.39
Amortization of acquisition-related intangible assets						1.15						1.17						3.42						3.95
Other income/expense adjustments (d)						(0.01)						0.01						0.00						(0.02)
Income taxes adjustments (e)						(0.17)						(0.36)						(0.85)						(0.50)
Equity in earnings/losses of unconsolidated entities						(0.01)						0.04						0.02						0.20
Noncontrolling interests adjustments (f)						0.00						(0.02)						0.00						(0.02)
Adjusted EPS (non-GAAP measure)						$	5.79					$	5.28					$	16.30					$	15.76
Reconciliation of free cash flow
GAAP net cash provided by operating activities						$	2,239					$	2,167					$	4,361					$	5,377
Purchases of property, plant and equipment						(404)						(271)						(1,060)						(920)
Proceeds from sale of property, plant and equipment						5						20						17						40
Free cash flow (non-GAAP measure)						$	1,840					$	1,915					$	3,319					$	4,498

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

(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.

(c)Adjusted results exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, net charges/credits for pre-acquisition litigation and other matters, and abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in the third quarter and first nine months of 2025 also exclude $51 million of charges for disposition of a consolidated joint venture.

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

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

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

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2024 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first nine months of 2025.

Recent Accounting Pronouncements

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

The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024.

THERMO FISHER SCIENTIFIC INC.

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.”

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.