What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 191 added, 129 removed, 795 unchanged (29% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

June 28, December 31,

September 27, December 31,

(In millions except share and per share amounts) 2025 2024

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended Six months ended

June 28, June 29, June 28, June 29,

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(In millions except per share amounts) 2025 2024 2025 2024

41 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

June 28, June 29, June 28, June 29,

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(In millions) 2025 2024 2025 2024

2 unchanged sentences

Other comprehensive income/(loss):

Currency translation adjustment:

Currency translation adjustment (net of tax provision (benefit) of $( 207 ), $ 88 , $( 414 ) and $ 255 )

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

Unrealized gains/(losses) on available-for-sale debt securities:

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

June 28, June 29,

Nine months ended

September 27, September 28,

(In millions) 2025 2024

14 unchanged sentences

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

4 unchanged sentences

Repayment of debt

( 1,625 ) ( 1,107 )

Proceeds from issuance of commercial paper

Repayments of commercial paper

Purchases of company common stock

6 unchanged sentences

Exchange rate effect on cash 273 182

Increase (decrease) in cash, cash equivalents and restricted cash

Decrease in cash, cash equivalents and restricted cash

( 2,029 ) ( 3,427 )

9 unchanged sentences

(In millions) Shares Amount Shares Amount

Three months ended June 28, 2025

Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357

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

2 unchanged sentences

— — — 70 — — — — 70 — 70

Purchases of company common stock

— — — — — 2 ( 1,000 ) — ( 1,000 ) — ( 1,000 )

Dividends declared ($ 0.43 per share)

5 unchanged sentences

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

Three months ended June 29, 2024

Balance at March 30, 2024 $ 119 443 $ 443 $ 17,482 $ 48,542 61 $ ( 18,186 ) $ ( 2,764 ) $ 45,516 $ ( 12 ) $ 45,504

Issuance of shares under stock plans

10 unchanged sentences

Excise tax from stock repurchases — — — — — — 1 — 1 — 1

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

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.

5 unchanged sentences

(In millions) Shares Amount Shares Amount

Six months ended June 28, 2025

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

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 26 ) — ( 26 ) — ( 26 )

Balance at June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

Six months ended June 29, 2024

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

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 27 ) — ( 27 ) — ( 27 )

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

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.

7 unchanged sentences

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 June 28, 2025, the results of operations for the three- and six-month periods ended June 28, 2025 and June 29, 2024, and the cash flows for the six-month periods ended June 28, 2025 and June 29, 2024.

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.

4 unchanged sentences

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 six months ended June 28, 2025.

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.

6 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Standard Description Required adoption timing and approach Impact of adoption or other significant matters

Standard Description Adoption timing and approach Impact of adoption or other significant matters

Standards recently adopted

2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations New guidance to disclose information about supplier finance programs.

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.

1 unchanged sentence

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.

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

Standard Description Adoption timing and approach Impact of adoption or other significant matters

Standards not yet adopted

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 or retrospective method Will increase disclosures in Note 7

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

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.

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

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

Supplemental Balance Sheet Information

The components of inventories are as follows:

(In millions) June 28, 2025 December 31, 2024

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

Raw materials $ 1,984 $ 1,803

4 unchanged sentences

Contract asset and liability balances are as follows:

(In millions) June 28, 2025 December 31, 2024

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

Current contract assets, net $ 1,620 $ 1,435

2 unchanged sentences

Noncurrent contract liabilities 1,159 1,138

In the three- and six-month periods ended June 28, 2025, the company recognized revenues of $ 0.73 billion and $ 2.09 billion, respectively, that were included in the contract liabilities balance at December 31, 2024.

In the three- and six-month periods ended June 29, 2024, the company recognized revenues of $ 0.67 billion and $ 2.00 billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

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 June 28, 2025, was $ 25.04 billion.

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 .

4 unchanged sentences

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

Effective interest rate at June 28, June 28, December 31,

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)

70 unchanged sentences

1.520 % 12 -Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)

1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at June 28, June 28, December 31,

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)

2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated)

7 unchanged sentences

2.069 % 20 -Year Senior Notes, Due 10/20/2042 (Japanese yen-denominated)

2.13 % 101 93

5.404 % 20 -Year Senior Notes, Due 8/10/2043

35 unchanged sentences

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 June 28, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

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

Commercial Paper Programs

5 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.

2 unchanged sentences

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 June 28, 2025.

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 June 28, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings:

(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.

2 unchanged sentences

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

4.473 % 7 -Year Senior Notes due 10/7/2032

4.794 % 10 -Year Senior Notes due 10/7/2035

4.894 % 12 -Year Senior Notes due 10/7/2037

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

1 unchanged sentence

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

June 28, Quoted

September 27, Quoted

markets Significant

6 unchanged sentences

Derivative contracts

Contingent consideration 65 — — 65

$ 2,566 $ 1,744 $ 692 $ 129

4 unchanged sentences

$ 421 $ — $ 409 $ 12

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, Quoted

13 unchanged sentences

$ 72 $ — $ 59 $ 13

In the three- and six-month periods ended June 28, 2025, the company recorded $( 3 ) million and $( 2 ) million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

In the six-month period ended June 29, 2024, the company recorded $ 10 million, 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 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.

Three months ended Six months ended

June 28, June 29, June 28, June 29,

(In millions) 2025 2024 2025 2024

Contingent consideration

Beginning balance $ 13 $ 83 $ 13 $ 87

Payments ( 6 ) — ( 6 ) ( 2 )

Changes in fair value included in earnings ( 2 ) ( 72 ) ( 1 ) ( 74 )

Ending balance $ 5 $ 12 $ 5 $ 12

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 Six months ended

June 28, June 28,

(In millions) 2025 2025

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Beginning balance $ 59 $ — $ 21 $ —

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Ending balance

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:

June 28, 2025 December 31, 2024

Carrying Fair Carrying Fair

(In millions) value value value value

September 27, 2025 December 31, 2024

(In millions) Carrying value Fair value Carrying value Fair value

$ 34,983 $ 32,573 $ 30,999 $ 28,454

Commercial paper

$ 35,484 $ 33,075 $ 31,072 $ 28,527

6 unchanged sentences

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 June 28, 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.

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

Litigation and Related Contingencies

6 unchanged sentences

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 June 28, 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.

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.

2 unchanged sentences

Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Income Statement Information

1 unchanged sentence

Revenues by type are as follows:

Three months ended Six months ended

(In millions) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

$ 4,679 $ 4,379 $ 13,638 $ 13,070

3 unchanged sentences

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

Three months ended Six months ended

(In millions) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

North America

6 unchanged sentences

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

Revenues by business are as follows:

Three months ended Six months ended

Three months ended Nine months ended

(In millions)

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

$ 1,023 $ 1,006 $ 3,091 $ 3,124

3 unchanged sentences

817 680 2,234 1,903

28 ( 1 ) 27 ( 1 )

Life Sciences Solutions

35 unchanged sentences

Consolidated revenues $ 11,122 $ 10,598 $ 32,341 $ 31,484

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restructuring and Other Costs

In the first six 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 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 August 1, 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 expects to identify additional actions in future periods.

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 Six months ended

(In millions) June 28, 2025 June 28, 2025

Three months ended Nine months ended

(In millions) September 27, 2025 September 27, 2025

Life Sciences Solutions

2 unchanged sentences

Laboratory Products and Biopharma Services

( 36 ) ( 29 )

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

(In millions) Total (a)

Balance at December 31, 2024 $ 50

Net restructuring charges incurred in 2025 (b)

Net restructuring charges incurred in 2025 (b) (c)

Currency translation

Balance at June 28, 2025 $ 74

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.

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

1 unchanged sentence

The company’s earnings per share are as follows:

Three months ended Six months ended

June 28, June 29, June 28, June 29,

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(In millions except per share amounts) 2025 2024 2025 2024

8 unchanged sentences

Antidilutive stock options excluded from diluted weighted average shares

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

Six months ended

(In millions) June 28, 2025 June 29, 2024

Nine months ended

(In millions) September 27, 2025 September 28, 2024

Statutory federal income tax rate 21 % 21 %

10 unchanged sentences

Provision for (reversal of) valuation allowances, net ( 65 ) ( 161 )

Withholding taxes 7 9

Tax return reassessments and settlements ( 5 ) ( 130 )

State income taxes, net of federal tax 43 39

Equity method investments ( 2 ) ( 45 )

Other, net 80 ( 38 )

2 unchanged sentences

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 first quarter of 2024, the company recorded a tax reserve and associated interest of $ 240 million related to the potential settlement of international tax audits for tax years 2009 through 2016, which were settled during 2024.

During the second quarter of 2024, the company recorded a benefit of $ 183 million, primarily 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

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.

5 unchanged sentences

While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025.

We are currently evaluating its impact on our consolidated financial statements.

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 June 28, 2025, the company had $ 0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

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:

5 unchanged sentences

Balance at end of period

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Comprehensive Income/(Loss) and Shareholders' Equity

1 unchanged sentence

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

(In millions) Currency

(In millions) Cumulative

adjustment Unrealized

3 unchanged sentences

adjustment Total

Three months ended June 28, 2025

Balance at March 29, 2025 $ ( 2,053 ) $ ( 24 ) $ ( 265 ) $ ( 2,343 )

Three months ended September 27, 2025

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Other comprehensive income/(loss) before reclassifications

3 unchanged sentences

( 10 ) 1 5 ( 4 )

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Six months ended June 28, 2025

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 )

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive income/(loss)

( 6 ) 1 4 ( 2 )

Net other comprehensive income/(loss)

( 103 ) 2 ( 2 ) ( 103 )

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Balance at September 27, 2025 $ ( 2,512 ) $ ( 23 ) $ ( 265 ) $ ( 2,801 )

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

Six months ended

(In millions) June 28, 2025 June 29, 2024

Nine months ended

(In millions) September 27, 2025 September 28, 2024

Non-cash investing and financing activities

3 unchanged sentences

Excise tax from stock repurchases

Unsettled share repurchases 37 —

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

(In millions) June 28, 2025 December 31, 2024

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

Cash and cash equivalents $ 1,982 $ 4,009

3 unchanged sentences

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Contracts

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

(In millions) June 28, 2025 December 31, 2024

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

Notional amount

6 unchanged sentences

Fair value – assets Fair value – liabilities

June 28, December 31, June 28, December 31,

September 27, December 31, September 27, December 31,

(In millions) 2025 2024 2025 2024

5 unchanged sentences

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 assets, other current liabilities, or other long-term liabilities.

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

Gain/(loss) recognized

Three months ended Six months ended

June 28, June 29, June 28, June 29,

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

(In millions) 2025 2024 2025 2024

4 unchanged sentences

Foreign currency-denominated debt and other payables

Included in currency translation adjustment within other comprehensive income/(loss)

Included in cumulative translation adjustment within other comprehensive income/(loss)

13 ( 488 ) ( 1,225 ) ( 127 )

Cross-currency interest rate swaps

Included in currency translation adjustment within other comprehensive income/(loss)

Included in cumulative translation adjustment within other comprehensive income/(loss)

239 ( 566 ) ( 395 ) 171

6 unchanged sentences

Included in other income/(expense)

3 ( 4 ) 13 ( 10 )

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.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Business Segment Information

4 unchanged sentences

Prior period segment expense amounts have been recast to reflect the method for allocating expenses to segments in the current period.

Three months ended June 28, 2025

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 27, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended June 29, 2024

Three months ended September 28, 2024

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 28, 2025

Nine months ended September 27, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 29, 2024

Nine months ended September 28, 2024

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

32 unchanged sentences

Pending Acquisition

The company has entered into an agreement with Solventum Corporation to acquire its Purification and Filtration business.

It subsequently amended the agreement to exclude Solventum’s drinking water filtration business from the scope of the business to be acquired and revised the cash consideration payable at closing to approximately $ 4.0 billion.

Solventum’s Purification and Filtration business is a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications.

The transaction, which is expected to be completed by the end of 2025, is subject to customary closing conditions.

Upon completion, Solventum’s Purification and Filtration business will become part of the Life Sciences Solutions segment.

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.

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

Fair value of contingent consideration

Cash acquired

Net assets acquired

Property, plant and equipment

Definite-lived intangible assets

Customer relationships

Product technology

Net other assets/(liabilities)

Deferred tax assets (liabilities)

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

Measurements of these items inherently require significant estimates and assumptions.

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

manufacturing capacity.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

11 unchanged sentences

Product technology

Net tangible assets

Net other assets/(liabilities)

Deferred tax assets (liabilities)

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

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.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements