Item 1. Financial Statements

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


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

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

Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations	$	3,823	$	2,214
Accounts payable	3,120		3,079
Accrued payroll and employee benefits	1,884		1,988
Contract liabilities	2,852		2,852
Other accrued expenses	3,209		3,199
Total current liabilities	14,888		13,332
Deferred income taxes	842		1,268
Other long-term liabilities	4,278		3,989
Long-term obligations	31,857		29,061
Redeemable noncontrolling interest	129		120
Equity:
Thermo Fisher Scientific Inc. shareholders’ equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued	—		—
Common stock, $1 par value, 1,200,000,000 shares authorized; 444,644,993 and 443,841,240 shares issued	445		444
Capital in excess of par value	18,330		17,962
Retained earnings	57,354		53,102
Treasury stock at cost, 68,936,934 and 63,066,906 shares	(22,310)		(19,226)
Accumulated other comprehensive income/(loss)	(2,801)		(2,697)
Total Thermo Fisher Scientific Inc. shareholders’ equity	51,018		49,584
Noncontrolling interests	7		(33)
Total equity	51,024		49,551
Total liabilities, redeemable noncontrolling interest and equity	$	103,020	$	97,321

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


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

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

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

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


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

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

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


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


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

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

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

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

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

(Unaudited)


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

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

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

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

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

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

THERMO FISHER SCIENTIFIC INC.

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

(Unaudited)


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

























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

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

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

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

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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Nature of Operations

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

Interim Financial Statements

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

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

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

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

Use of Estimates

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

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

Recent Accounting Pronouncements

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


Standard	Description	Adoption timing and approach	Impact of adoption or other significant matters
Standards recently adopted
ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations	New guidance to disclose information about supplier finance programs. Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented.	Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method	Not material
ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures	Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.	2024 annual report and interim periods thereafter using a retrospective method	Increased disclosures in Note 11

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Standard	Description	Adoption timing and approach	Impact of adoption or other significant matters
Standards not yet adopted
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.	2025 annual report and interim periods thereafter using a prospective method	Will increase disclosures in Note 7
ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses	New guidance to disclose specified information about certain costs and expenses.	2027 annual report and interim periods thereafter using a prospective or retrospective method	Will increase disclosures in Note 6
ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	Among other things, new guidance to modernize the accounting for costs to develop software for internal use.	2028 annual report and interim periods thereafter using a prospective, retrospective, or modified transition method; early adoption is permitted.	Currently evaluating adoption impact, timing, and method

Note 2. Supplemental Balance Sheet Information

Inventories

The components of inventories are as follows:


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

Contract-related Balances

Contract asset and liability balances are as follows:


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

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

Remaining Performance Obligations

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Debt and Other Financing Arrangements

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


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

Commercial Paper	4.28	%	$	500	$	—

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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

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

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

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

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

Credit Facilities

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Commercial Paper Programs

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

Senior Notes

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

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

October 2025 Debt Issuances

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


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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Fair Value Measurements

Fair Value Measurements

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


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

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

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


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

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

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

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

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


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


Ending balance	$	65	$	26	$	65	$	26

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


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


Ending balance	$	65

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


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

Fair Value of Other Financial Instruments

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


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

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

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

Note 5. Commitments and Contingencies

Environmental Matters

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Litigation and Related Contingencies

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

Product Liability, Workers Compensation and Other Personal Injury Matters

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

Note 6. Supplemental Income Statement Information

Disaggregated Revenues

Revenues by type are as follows:


	Three months ended				Nine months ended

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

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


	Three months ended				Nine months ended


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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenues by business are as follows:


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

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

Restructuring and Other Costs

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

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

Restructuring and other costs by segment are as follows:


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

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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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

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

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

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

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

Earnings per Share

The company’s earnings per share are as follows:


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

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

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

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

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

Note 7. Income Taxes

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


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

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

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


Tax return reassessments and settlements	(5)			(130)


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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

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

Unrecognized Tax Benefits

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


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


Additions for tax positions of current year	22

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

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

Comprehensive Income/(Loss)

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


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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9. Supplemental Cash Flow Information

Supplemental cash flow information is as follows:


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

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



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

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


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

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

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

Note 10. Derivatives

Derivative Contracts

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


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

Notional amount


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


Currency exchange contracts	1,462		1,588

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


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

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

Total derivatives	$	415	$	460	$	409	$	59

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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








Derivatives designated as cash flow hedges
Interest rate swaps

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

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

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

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

Note 11. Business Segment Information

Business Segment Information

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025


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


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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024


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


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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2025


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


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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024


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


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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12. Acquisitions

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

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

Pending Acquisition

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

2025

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

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


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

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

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

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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

2024

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

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


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


Purchase price payable	28

Cash acquired	(97)
	$	3,146

Net assets acquired


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



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

Deferred tax assets (liabilities)	(176)




	$	3,146

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

THERMO FISHER SCIENTIFIC INC.

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