To address this issue, we are pursuing a number of strategies to improve our internal growth, including: • strengthening our presence in selected geographic markets; • allocating research and development funding to products with higher growth prospects; • developing new applications for our technologies; • expanding our service offerings; • continuing key customer initiatives; • combining sales and marketing operations in appropriate markets to compete more effectively; • finding new markets for our products; and • continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.
To address this issue, we are pursuing a number of strategies to improve our internal growth, including: • strengthening our presence in selected geographic markets; • allocating research and development funding to products with higher growth prospects; • developing new applications for our technologies; • expanding our service offerings; • continuing key customer initiatives; • combining sales and marketing operations in appropriate markets to compete more effectively; • finding new markets for our products and services; and • continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.
Many of our existing products and those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels. Our customers use many of our products to develop, test and manufacture their own products.
Many of our existing products and services and those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels. Our customers use many of our products and services to develop, test and manufacture their own products.
Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.
Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, improper or unauthorized use of AI, human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.
We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.
We have agreements relating to the sale of our products and services to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.
We sell our products in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards.
We sell our products and services in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards.
Our business is affected by general economic conditions, both inside and outside the U.S. Both domestic and international markets experienced significant inflationary pressures in 2024 and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels.
Our business is affected by general economic conditions, both inside and outside the U.S. Both domestic and international markets experienced significant inflationary pressures in 2025 and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels.
Business Risks We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products by competitors and maintain quality to remain competitive. Our growth strategy includes significant investment in and expenditures for product development.
Business Risks We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products and services by competitors and maintain quality to remain competitive. Our growth strategy includes significant investment in and expenditures for product and service development.
If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, are unstable, that could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of: • reducing demand for some of our products; • increasing the rate of order cancellations or delays; • increasing the risk of excess and obsolete inventories; • increasing pressure on the prices for our products and services; • causing supply interruptions, which could disrupt our ability to produce our products; and • creating longer sales cycles, and greater difficulty in collecting sales proceeds and slower adoption of new technologies.
If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, are unstable, that could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of: • reducing demand for some of our products and services; • increasing the rate of order cancellations or delays; • increasing the risk of excess and obsolete inventories; • increasing pressure on the prices for our products and services; • causing supply interruptions, which could disrupt our ability to produce our products; and • creating longer sales cycles, and greater difficulty in collecting sales proceeds and slower adoption of new technologies. 9 THERMO FISHER SCIENTIFIC INC.
We face increasing scrutiny from stakeholders related to our environmental, social and governance practices and disclosures. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on such practices and related disclosures and in recent years have placed increasing importance on the implications and social cost of their investments.
We face increasing scrutiny from stakeholders related to our sustainability practices and disclosures. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on such practices and related disclosures and in recent years have placed increasing importance on the implications and social cost of their investments.
In some cases, there are restrictions on the transfer of personal data outside the home country. More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of artificial intelligence, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.
In some cases, there are restrictions on the transfer of personal data outside the home country. More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of AI, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.
Demand for some of our products depends on capital spending policies of our customers and on government funding policies. Our customers include pharmaceutical and chemical companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions.
Demand for some of our products depends on capital spending policies of our customers and on government funding policies. Our customers include pharmaceutical and biotechnology companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions.
Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, 2024, we had approximately $31.27 billion in outstanding indebtedness. In addition, we have availability to borrow under a revolving credit facility that provides for up to $5.00 billion of unsecured multi-currency revolving credit (the Facility).
Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, 2025, we had approximately $39.38 billion in outstanding indebtedness. In addition, we have availability to borrow under a revolving credit facility that provides for up to $5.00 billion of unsecured multi-currency revolving credit (the Facility).
If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. 11 THERMO FISHER SCIENTIFIC INC. Operational Risks Our reliance upon sole or limited sources of supply for certain materials or components could cause production interruptions, delays and inefficiencies.
If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. Operational Risks Our reliance upon sole or limited sources of supply for certain materials or components could cause production interruptions, delays and inefficiencies.
In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant.
In addition, such a failure could expose us to contractual or product liability claims, contractual claims 15 THERMO FISHER SCIENTIFIC INC. from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant.
Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of 13 THERMO FISHER SCIENTIFIC INC. laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.
Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.
Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be significantly impacted by future epidemics and pandemics.
Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be significantly impacted by future epidemics and pandemics, including their residual effects.
In addition, such problems or failures could subject us to litigation claims, including claims from our customers for reimbursement for the cost of lost or damaged active pharmaceutical ingredients, the cost of which could be significant.
In addition, such problems or failures could subject us to litigation claims, including claims from our customers for reimbursement for the cost of lost or damaged active pharmaceutical ingredients, the cost of which could be significant. 14 THERMO FISHER SCIENTIFIC INC.
We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of artificial intelligence.
We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks 12 THERMO FISHER SCIENTIFIC INC. become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of AI.
As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In 2024, currency translation had an unfavorable effect of $0.08 billion on revenues due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services.
As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In 2025, currency translation had a favorable effect of $0.37 billion on revenues due to the weakening of the U.S. dollar relative to other currencies in which the company sells products and services.
Also, an acceleration of the debt under certain of our debt instruments would trigger an event of default under other of our debt instruments. Item 1B. Unresolved Staff Comments None.
Also, an acceleration of the debt under certain of our debt instruments would trigger an event of default under other of our debt instruments. 17 THERMO FISHER SCIENTIFIC INC. Item 1B. Unresolved Staff Comments None.
The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, governmental actions and legislative or regulatory changes.
The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, cybersecurity incidents including but not limited to ransomware attacks, misuse of AI and machine learning technologies, governmental actions and legislative or regulatory changes.
We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business.
We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business. 11 THERMO FISHER SCIENTIFIC INC.
Moreover, these types of events could negatively impact customer spending in the impacted regions or depending upon the severity, globally, which could also adversely impact our operating results. Increasing attention to environmental, social and governance matters may impact our business, financial results, stock price or reputation.
Moreover, these types of events could negatively impact customer spending in the impacted regions or depending upon the severity, globally, which could also adversely impact our operating results. 13 THERMO FISHER SCIENTIFIC INC. Increasing attention to sustainability matters may impact our business, financial results, stock price or reputation.
Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government 15 THERMO FISHER SCIENTIFIC INC. officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.
In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.
The OECD and implementing countries are expected to continue 16 THERMO FISHER SCIENTIFIC INC. to make further revisions to their legislation and release additional guidance.
The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.
It may be difficult for us to implement our strategies for improving internal growth. Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our results of operations and financial condition.
Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our results of operations and financial condition.
Many factors, including public policy spending priorities, available resources, and product and economic cycles, have a significant effect on the capital spending policies of these entities. Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget.
Many factors, including public policy spending priorities such as national procurement initiatives, available resources, cost reimbursement policies, and product and economic cycles, have had and we expect to have a significant effect on the capital spending policies of these entities. Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget.
Accordingly, our future results could be harmed by a variety of factors, including: 9 THERMO FISHER SCIENTIFIC INC. • interruption to transportation flows for delivery of parts to us and finished goods to our customers; • changes in a specific country's or region's political, economic, social or other conditions; • changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and sanctions and other trade barriers; • tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs adopted by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods; • the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global economy, such as the COVID-19 pandemic; • uncertainties regarding the collectability of accounts receivable; • the imposition of governmental controls; • diverse data privacy and protection requirements; • supply interruptions, which could disrupt our ability to produce our products; • increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs; • negative consequences from changes in or interpretation of laws and regulations, including those related to tax and import/export; • difficulty in staffing and managing widespread operations; • differing labor regulations; • differing protection of intellectual property; • unexpected changes in regulatory requirements; and • geopolitical uncertainty or turmoil, including terrorism and war.
Accordingly, our prior results have been and our future results could be harmed by a variety of factors, including: • tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries, on certain U.S. goods (including volatility resulting from the imposition of (and changing policies around) tariffs and related countermeasures); • interruption to transportation flows for delivery of raw materials or parts to us and finished goods to our customers; • changes in a specific country's or region's political, economic, social or other conditions; • changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and sanctions and other trade barriers; • the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global economy; • uncertainties regarding the collectability of accounts receivable; • Chinese regulations requiring the use of local suppliers, which compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers; • the imposition of governmental controls; • diverse data privacy, protection and localization requirements; • supply interruptions, which could disrupt our ability to produce our products; • increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs; • negative consequences from changes in or interpretation of laws and regulations, including those related to tax and import/export; • difficulty in staffing and managing widespread operations; • differing labor regulations; • differing protection of intellectual property; • unexpected changes in regulatory requirements; and • geopolitical uncertainty or turmoil, including terrorism and war.
As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) on our balance sheet, which amount to approximately $45.85 billion and $1.24 billion, respectively, as of December 31, 2024. In addition, we have definite-lived intangible assets totaling $14.30 billion as of December 31, 2024.
As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily trade names) on our balance sheet, which amount to approximately $49.36 billion and $1.23 billion, respectively, as of December 31, 2025. In addition, we have definite-lived intangible assets totaling $14.60 billion as of December 31, 2025.
The costs for these commodities, as well as the costs of transportation, construction and services necessary for the production and distribution of our products, continue to increase and be volatile.
Our primary commodity exposures are for fuel, petroleum-based resins and steel. The costs for these commodities, as well as the costs of transportation, construction and services necessary for the production and distribution of our products, continue to increase and be volatile.
These agreements may be breached and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently developed by our competitors. We also depend in part on our trademarks and the strength of our proprietary brands, which we consider important to our business.
In addition, our trade secrets may otherwise become known or be independently developed by our competitors. 16 THERMO FISHER SCIENTIFIC INC. We also depend in part on our trademarks and the strength of our proprietary brands, which we consider important to our business.
The importance of privacy and data protection laws, rules and regulations for our industry specifically is constantly growing, as personal data is an integral part of doing business in our sectors, and the legal standards are evolving and becoming more complex worldwide. 14 THERMO FISHER SCIENTIFIC INC.
The importance of privacy and data protection laws, rules and regulations for our industry specifically is constantly growing, as personal data is an integral part of doing business in our sectors, and the legal standards are evolving and becoming more complex worldwide. We are subject to product and other liability risks for which we may not have adequate insurance coverage.
An impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending. We are subject to risks associated with public health emergencies, pandemics, epidemics, or other health outbreaks. Our global operations expose us to risks associated with public health emergencies, epidemics, pandemics and other health outbreaks.
We are subject to risks associated with public health emergencies, pandemics, epidemics, or other health outbreaks. Our global operations expose us to risks associated with public health emergencies, epidemics, pandemics and other health outbreaks.
An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations. We also rely on trade secrets and proprietary know-how with which we seek to protect our products, in part, by confidentiality agreements with our collaborators, employees and consultants. These agreements may not adequately protect our trade secrets and other proprietary rights.
We also rely on trade secrets and proprietary know-how with which we seek to protect our products, in part, by confidentiality agreements with our collaborators, employees and consultants. These agreements may not adequately protect our trade secrets and other proprietary rights. These agreements may be breached and we may not have adequate remedies for any breach.
As a result, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. If we fail to adequately develop products or predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues.
If we fail to adequately develop products or predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues. It may be difficult for us to implement our strategies for improving internal growth.
European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU General Data Protection Regulation imposes significantly stricter requirements in how we collect and process personal data.
For example, in the U.S., individual states regulate data breach and security requirements, and multiple governmental bodies assert authority over aspects of the protection of personal privacy. European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU GDPR imposes significantly stricter requirements in how we collect and process personal data.
We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the departure of any personnel will not have a material impact on our financial condition and results of operations. 12 THERMO FISHER SCIENTIFIC INC.
We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the departure of any personnel will not have a material impact on our financial condition and results of operations. We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash flows.
Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others.
In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position.
Competitive factors include technological innovation, including the increased adoption and use of artificial intelligence, price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers. Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can.
Competitive factors include technological innovation, including the timely, responsible and effective adoption of emerging technologies (such as AI), price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”).
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”). As of December 31, 2025, numerous countries where we operate have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules.
Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace culture. Macroeconomic shifts such as increased competition for employees and wage inflation, have previously and could in the future affect our talent retention, turnover rates and operational costs.
Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace culture (including where there is high demand for new products, services, and technologies, such as related to AI).
Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenues and operating results would suffer. 10 THERMO FISHER SCIENTIFIC INC.
Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can, and may achieve cost or quality advantages that we cannot match. Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenues and operating results would suffer.
Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies.
Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. The integration of AI, including generative AI, into our products, services or internal operations may expose us to increased risks of intellectual property infringement or misappropriation.