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What changed in Avantor, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Avantor, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+264 added−243 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-07)

Top changes in Avantor, Inc.'s 2025 10-K

264 paragraphs added · 243 removed · 191 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn 2024, Avantor received several important accolades for our efforts: Avantor received a Bronze Medal from EcoVadis, a leader in sustainability ratings, for a second year in a row; and achieved a score of 100 on the Human Rights Campaign Foundation’s 2025 Corporate Equality Index (CEI) for the second year in a row; and was recognized as a “Best Place to Work for Disability Inclusion” from Disability:In for the first time.
Biggest changeFor a third consecutive year, we received a Bronze Medal from EcoVadis, a leader in sustainability ratings, and were also recognized for the second time as a “Best Place to Work for Disability Inclusion” by Disability:IN. Employees and human capital resources Our success depends on our ability to attract, retain and motivate highly qualified and diverse talent.
To that end, we offer a comprehensive total rewards program aimed at the varying health, home-life and financial needs of our diverse and global associates.
To that end, we offer a comprehensive total rewards program aimed at the varying health, home-life and financial needs of our diverse global associates.
We focus on service and delivery, breadth of product line, customization capabilities, price, customer support, online capabilities and the ability to meet the special and local needs of our customers. Competition is driven not only by the product quality and purity across industries we serve, but also by the adaptability of the supplier as a developmental and commercial partner.
We focus on service and delivery, 4 breadth of product line, customization capabilities, price, customer support, online capabilities and the ability to meet the special and local needs of our customers. Competition is driven not only by the product quality and purity across industries we serve, but also by the adaptability of the supplier as a developmental and commercial partner.
We have made significant investments to implement common ERP and online platforms that enhance the customer experience and employ network and data security architecture. 4 Competition We operate in a highly competitive environment with a diverse and fragmented base of competitors, many of whom focus on specific regions, customers, and/or segments.
We have made significant investments to implement common ERP and online platforms that enhance the customer experience and employ network and data security architecture. Competition We operate in a highly competitive environment with a diverse and fragmented base of competitors, many of whom focus on specific regions, customers, and/or segments.
Our ability to recruit and retain such talent depends on a number of factors, including a positive and inclusive work environment and culture, compensation and benefits, talent development and career growth and opportunities, and 5 protecting the health, safety and well-being of our associates. To that end, we invest in our associates in order to be an employer of choice.
Our ability to recruit and retain such talent depends on a number of factors, including a positive and inclusive work environment and culture, compensation and benefits, talent development and career growth and opportunities, and protecting the health, safety and well-being of our associates. To that end, we invest in our associates in order to be an employer of choice.
Pharmacopeia / National Formulary, as well as the European, British, Japanese, Indian and Chinese Pharmacopeia, the Food Chemicals Codex and controlled substances regulations. 7 In addition, our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation and distribution of chemicals, drugs and other similar products.
Pharmacopeia / National Formulary, as well as the European, British, Japanese, Indian and Chinese Pharmacopeia, the Food Chemicals Codex and controlled substances regulations. In addition, our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation and distribution of chemicals, drugs and other similar products.
These laws and regulations govern, among other things, air emissions, wastewater discharges, the use, 8 handling and disposal of hazardous substances and wastes, soil and groundwater contamination and the general health and safety of our associates and the communities in which we operate. We are also subject to regulation by OSHA concerning employee safety and health matters.
These laws and regulations govern, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous substances and wastes, soil and groundwater contamination and the general health and safety of our associates and the communities in which we operate. We are also subject to regulation by OSHA concerning employee safety and health matters.
Our products and services are as follows: • Materials & consumables include ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits, and fluid handling tips.
Our products and services are as follows: • Materials & consumables include ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized 2 single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits, and fluid handling tips.
In some instances, we may license our technology to third parties or may elect to license intellectual property from others. We have applied in the United States and certain foreign countries for registration of a number of trademarks, service marks and patents, some of which have been registered and issued.
In some instances, we may license our technology to third parties or may elect to license intellectual property from others. We have applied in the United States and certain foreign 6 countries for registration of a number of trademarks, service marks and patents, some of which have been registered and issued.
For example, our global footprint offers extraordinary customer access, enabling us to serve more than 300,000 customer locations in approximately 180 countries around the world. Our legacy began in 1904 with the founding of the J.T. Baker Chemical Company. In 2010, we were acquired by New Mountain Capital from Covidien plc.
For example, our global footprint offers extraordinary customer access, enabling us to serve more than 300,000 customer locations in approximately 180 countries around the world. Corporate History Our legacy began in 1904 with the founding of the J.T. Baker Chemical Company. In 2010, we were acquired by New Mountain Capital from Covidien plc.
Our global network of distribution centers gives our customers security of supply and real-time flexibility. We also have 14 innovation centers that enable extensive collaboration and customization, critical elements for serving highly regulated, specification-driven applications. Information technology We have a highly automated suite of ERP systems that promote standardization and provide business insight.
Our global network of distribution centers gives our customers security of supply and real-time flexibility. We also have 15 innovation centers that enable extensive collaboration and customization, critical elements for serving highly regulated, specification-driven applications. Information technology We have a highly automated suite of ERP systems that promote standardization and provide business insight.
We operate over 40 global manufacturing facilities, including 12 facilities that are cGMP compliant and have been registered with the FDA or comparable foreign regulatory authorities. Our facilities are strategically located in North America, Europe and the AMEA region to facilitate supply chain efficiency and proximity to customers.
We operate over 40 global manufacturing facilities, including 6 facilities that are cGMP compliant and have been registered with the FDA or comparable foreign regulatory authorities. Our facilities are strategically located in North America, Europe and the AMEA region to facilitate supply chain efficiency and proximity to customers.
Item 1. Business At Avantor, everything we do is tied to our unique mission of setting science in motion to create a better world. We are a leading global provider of mission-critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries.
Item 1. Business At Avantor, everything we do is tied to our unique mission of setting science in motion to create a better world. We are a leading global provider of mission-critical products and services to customers in the biopharma & healthcare, education & government, and advanced technologies & applied materials end markets.
The following charts present the approximate mix of net sales for each of these groups during 2024: 2 Products and services Our portfolio includes a comprehensive range of products and services that allows us to create customized and integrated solutions for our customers.
The following charts present the approximate mix of net sales for each of these groups during 2025: Products and services Our portfolio includes a comprehensive range of products and services that allows us to create customized and integrated solutions for our customers.
More than 86% of our net sales were from product and service offerings that we consider to be recurring in nature.
More than 85% of our net sales were from product and service offerings that we consider to be recurring in nature.
The following chart presents the approximate mix of net sales for each of those segments during 2024: Within our reportable segments, we sell materials & consumables, equipment & instrumentation and services & specialty procurement to customers in the biopharma & healthcare, education & government and advanced technologies & applied materials industries.
The following chart presents the approximate mix of net sales for each of those segments during 2025: Within our reportable segments, we sell materials & consumables, equipment & instrumentation and services & specialty procurement to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries.
In addition, our executive leaders serve as sponsors of our Associate-Centric Teams (ACTs) in support of our diversity and inclusion initiatives. ACTs are employee resource groups that foster an inclusive work environment, build connections, create community, and promote career opportunities. Based on common interests, backgrounds or characteristics, ACTs are open to all associates.
In addition, our executive 5 leaders serve as sponsors of our Associate-Centric Teams (ACTs) in support of our belonging and engagement initiatives. ACTs are employee resource groups that foster an inclusive work environment, build connections, create community, and promote career opportunities. Based on common interests, backgrounds or characteristics, ACTs are open to all associates.
Our customer-centric innovation model enables us to provide solutions for some of the most demanding applications, and we leverage our comprehensive offering and access to early-stage research to identify and develop content and solutions that ultimately become specified into our customers’ approved production platforms.
Our customer-centric innovation model enables us to provide solutions for some of the most demanding applications, and we leverage our comprehensive offering and access to early-stage research to identify and develop content and solutions that ultimately become specified into our customers’ approved production platforms. We go to market in two primary ways.
We believe that our relations with our employees are good. As of December 31, 2024, approximately 5% of our employees in North America were represented by unions, and a majority of our employees in Europe were represented by workers’ councils or unions. We compete in the highly competitive life sciences industry.
As of December 31, 2025, approximately 5% of our employees in North America were represented by unions, and a majority of our employees in Europe were represented by workers’ councils or unions. We compete in the highly competitive life sciences industry.
In 2023, we hosted our first Avantor Leadership Experience for individuals at the Director, Vice President and Senior Vice President level. In addition, we provide programs on the Avantor Business System, which drives excellence in people, processes and problem solving. These consistent lean leadership practices empower associates to continuously improve and add value to our operations and customer solutions.
In addition, we provide programs on the Avantor Business System, which drives excellence in people, processes and problem solving. These consistent lean leadership practices empower associates to continuously improve and add value to our operations and customer solutions.
All of our capabilities are underpinned by our Avantor Business System which drives execution and continuous improvement. We manufacture products that meet or exceed the demanding requirements of our customers across a number of highly regulated industries.
All of our capabilities are underpinned by our Avantor Business System which drives execution and continuous improvement. We manufacture products that meet or exceed the demanding requirements of our customers across a number of highly regulated industries. Our services organization of approximately 2,000 associates work side-by-side with our customers to support their workflows.
The costs associated with complying with the various applicable federal, state, local, foreign and transnational regulations could be significant, and the failure to comply with such legal requirements could have an adverse effect on our reputation, results of operations and financial condition.
We are also subject to various other laws and regulations concerning the conduct of our foreign operations, including the FCPA and other anti-bribery laws as well as laws pertaining to the accuracy of our internal books and records. 7 The costs associated with complying with the various applicable federal, state, local, foreign and transnational regulations could be significant, and the failure to comply with such legal requirements could have an adverse effect on our reputation, results of operations and financial condition.
Customers We benefit from longstanding customer relationships, and approximately 40% of our 2024 net sales came from customers that have had relationships with us for 15 years or more.
Customers We benefit from longstanding customer relationships, and approximately 45% of our 2025 net sales came from customers that have had relationships with us for 15 years or more. We also have a diverse customer base with no single end customer comprising more than 5% of net sales.
Our approach to sustainability is reflected in our people, the products we create, the transformative services we provide, and the integrity with which we serve our stockholders, business partners, suppliers, customers, associates, and communities.
Our approach to sustainability is reflected in our people, the products we create, the transformative services we provide, and the integrity with which we serve our stockholders, business partners, suppliers, customers, associates, and communities. Our strategy includes programs to monitor, measure, and reduce greenhouse gas emissions, efficiently manage resource use, and reduce end of life impact of products.
A robust auditing program is in place at every facility to ensure that we measure performance and drive continuous improvement. Our primary focus is to keep associates safe and free from injury.
Our approach involves environment, health and safety professionals and process engineers who identify risks and implement behavioral solutions to prevent accidents before they occur. A robust auditing program is in place at every facility to ensure that we measure performance and drive continuous improvement. Our primary focus is to keep associates safe and free from injury.
For additional information about environmental matters, see note 13 to our consolidated financial statements beginning on page F-1 of this report. Available information We file or furnish annual, quarterly and current reports, proxy statements and other documents with or to the SEC. The public can obtain any documents that we file with or furnish to the SEC at www.sec.gov.
Available information We file or furnish annual, quarterly and current reports, proxy statements and other documents with or to the SEC. The public can obtain any documents that we file with or furnish to the SEC at www.sec.gov.
In aggregate, we provide millions of SKUs, including high value specialty products developed to exacting purity and performance specifications. Our proprietary brands have been specified and trusted for decades. Our e-commerce platform makes it easy for customers to do business with us and enables digital marketing efforts that position us to capture new demand.
In aggregate, we provide millions of SKUs, including high value specialty products developed to exacting purity and performance specifications. Our proprietary brands have been specified and trusted for decades.
We have aligned our performance management system through which 100% of our associates receive annual performance reviews, to support our culture of feedback to increase the focus on continuous learning and development. Our Career Accelerator programs are focused on providing management skills training to high-performing individual contributors and early career associates in underrepresented ethnicities.
We have aligned our performance management system through which 100% of our associates receive annual performance reviews, to support our culture of feedback to increase the focus on continuous learning and development. Health, safety and well-being We are committed to protecting the health, safety and well-being of our associates.
In addition, we offer more complex and value-added scientific research support and production services such as DNA extraction, media preparation, bioreactor servicing and compound management, and cleanroom control, monitoring, maintenance and sanitization.
Our traditional service offerings focus on the needs of laboratory scientists and include procurement, logistics, inventory and stock room management, chemical and equipment tracking and glassware autoclaving. In addition, we offer more complex and value-added scientific research support and production services such as DNA extraction, media preparation, bioreactor servicing and compound management, and cleanroom control, monitoring, maintenance and sanitization.
The program enables collaboration with supplier partners to identify sustainability challenges and solutions focused on four priority topic areas: climate change, human rights, resource circularity, and natural resource conservation.
We directly engage our supply chain on these efforts through Avantor’s Responsible Supplier Program. The program enables collaboration with supplier partners to identify challenges and solutions focused on four priority topic areas: climate change, human rights, resource circularity, and natural resource conservation. In 2025, Avantor received several important accolades for our efforts.
A number of our operations involve, in varying degrees, the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws. Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses.
Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. A number of our operations involve, in varying degrees, the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws.
It is possible that facilities that we acquire or have acquired may expose us to environmental liabilities associated with historical site conditions that have not yet been discovered.
It is possible that facilities that we acquire or have acquired may expose us to environmental liabilities associated with historical site conditions that have not yet been discovered. 8 In addition to the federal environmental laws that govern our operations, various states have been delegated certain authority under the aforementioned federal statutes as well as having authority over these matters under state laws.
Sustainability Our Science for Goodness sustainability platform enhances our framework for creating long-term value by embedding sound environmental, social and governance practices into our business strategy. The platform also enables us to continually measure and report progress against four key commitment pillars, which are aligned with several of the United Nations Sustainable Development Goals.
Sustainability Our Science for Goodness sustainability platform enhances our approach for creating long-term stakeholder value by embedding sound environmental and corporate responsibility practices into our operations and business strategy. The platform also enables us to regularly measure and report progress on relevant sustainability metrics and goals.
Our business model is grounded in supporting our customers from discovery to delivery and Avantor is embedded in virtually every stage of the most important research, scale-up and manufacturing activities in the industries we serve. Our comprehensive offering provides scientists all they need to conduct their research: materials & consumables, equipment & instrumentation and services & specialty procurement.
Our business model is grounded in supporting our customers from discovery to delivery and Avantor is embedded in virtually every stage of the most important research, scale-up and manufacturing activities in the industries we serve. We work with customers across these sophisticated, science-driven industries that require innovation and adherence to the most demanding technical and regulatory requirements.
Employees and human capital resources Our success depends on our ability to attract, retain and motivate highly qualified and diverse talent. As of December 31, 2024, we had approximately 13,500 employees located in over 30 different countries in a variety of roles. Approximately 5,300 of our associates were employed in the U.S.
As of December 31, 2025, we had approximately 13,500 employees located in over 30 different countries in a variety of roles. Approximately 4,800 of our associates were employed in the U.S. We believe that our relations with our employees are good.
Our sales professionals include native speakers for each of the countries in which we operate, allowing us to have high impact interactions with our customers across the globe. Our e-commerce platform plays a vital role in how we conduct business with our customers. In 2024, approximately 76% of our transactions came from our digital channels.
Our e-commerce platform plays a vital role in how we conduct business with our customers. In 2025, approximately 80% of our transactions came from our digital channels.
Many of our supplier relationships are based on contracts that vary in geographic scope, duration, product and service type, and some include exclusivity provisions. Those relationships may include distribution, sales and marketing support as well as servicing of instruments and equipment. Many of our supplier relationships have been in place for more than twenty years.
Those 3 relationships may include distribution, sales and marketing support as well as servicing of instruments and equipment. Many of our supplier relationships have been in place for more than twenty years. Sales channels We reach our customers throughout the Americas, Europe and AMEA via a well-trained global sales force, comprehensive websites and targeted catalogs.
Our high-purity and ultra-high purity products, such as our J.T.Baker brand chemicals, are trusted by life sciences and electronic materials customers around the world and can be manufactured at purity levels as stringent as one part-per-trillion. Similarly, our NuSil brand of high-purity, customized silicones has been trusted for more than 30 years by leading medical device manufacturers and aerospace companies.
Baker is a top provider of high-purity bioprocessing chemicals, trusted by life sciences and electronic materials customers globally, with manufacturing capabilities that support ultra-stringent purity requirements. • NuSil is a prominent supplier of human implant, high-purity silicone. These high-purity, customized silicones have been trusted for more than 30 years by leading medical device manufacturers and aerospace companies.
Sales channels We reach our customers throughout the Americas, Europe and AMEA via a well-trained global sales force, comprehensive websites and targeted catalogs. Our sales force is comprised of approximately 3,500 sales and sales support professionals, including over 200 sales specialists selected for their in-depth industry and product knowledge.
Our sales force is comprised of approximately 3,400 sales and sales support professionals, including over 170 sales specialists selected for their in-depth industry and product knowledge. Our sales professionals include native speakers for each of the countries in which we operate, allowing us to have high impact interactions with our customers across the globe.
We also have a diverse customer base with no single end customer comprising more than 5% of net sales. 3 Suppliers We sell proprietary products we make and third-party products sourced from a wide variety of product suppliers located across the globe.
Suppliers We sell proprietary products we make and third-party products sourced from a wide variety of product suppliers located across the globe. Many of our supplier relationships are based on contracts that vary in geographic scope, duration, product and service type, and some include exclusivity provisions.
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Our broad portfolio of products and services, fully integrated business model and global supply chain enable us to support our customers’ journey every step of the way. We have a number of distinctive capabilities that set us apart from other companies in our space.
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First, in our channel business, VWR, we distribute consumables and equipment to laboratories around the world. Second, we manufacture proprietary products used in life sciences and medical technology applications.
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We work with customers across these sophisticated, science-driven industries that require innovation and adherence to the most demanding technical and regulatory requirements.
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The VWR channel includes a private label offering that enables more than 5,000 suppliers to provide products using the VWR label; millions of SKUs from the most renowned life sciences suppliers in the world; and value-add services where approximately 2,000 of our associates work alongside our customers to ensure scientists can focus on what they do best.
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Our services organization of over 2,500 colleagues work side-by-side with our customers to support their workflows. Our traditional service offerings focus on the needs of laboratory scientists and include procurement, logistics, inventory and stock room management, chemical and equipment tracking and glassware autoclaving.
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Our specialty product manufacturing offering includes J.T. Baker high-purity chemicals; Masterflex, a fluid handling company; and NuSil, which produces high-purity silicone for human implants. We have a number of distinctive capabilities that set us apart from other companies in our space.
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Our efforts to build a more sustainable future include programs to monitor, measure, and set strategies to reduce greenhouse gas emissions, efficiently manage resource use, and reduce end of life impact of products. We directly engage our supply chain on these efforts through Avantor’s Responsible Supplier Program.
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For example: • VWR is one of the leading distribution brands in the U.S. and Europe. • Masterflex is recognized for high-quality tubing and pump systems used in research and industrial fluid transfer applications. • J.T.
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As our program matures and we continue to address the evolving expectations of stakeholders, we completed a double materiality assessment in 2024, and will use this information to refine our strategy and goal setting.
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Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses. For additional information about environmental matters, see note 13 to our consolidated financial statements beginning on page F-1 of this report.
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Health, safety and well-being 6 We are committed to protecting the health, safety and well-being of our associates. Our approach involves environment, health and safety professionals and process engineers who identify risks and implement behavioral solutions to prevent accidents before they occur.
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We are also subject to various other laws and regulations concerning the conduct of our foreign operations, including the FCPA and other anti-bribery laws as well as laws pertaining to the accuracy of our internal books and records.
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In addition to the federal environmental laws that govern our operations, various states have been delegated certain authority under the aforementioned federal statutes as well as having authority over these matters under state laws. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAccordingly, our international operations or those of our international customers could be substantially affected by a number of risks arising from operating an international business, including: (i) limitations on repatriation of earnings; (ii) taxes on imports; (iii) the possibility that unfriendly nations or groups could boycott our products; (iv) general economic and political conditions in the markets where we operate, including changes in inflation and interest rates, instability in the global banking industry, rising energy prices, potential energy shortages and actual or anticipated military or political conflicts, such as the ongoing Ukraine/Russia or Israel/Hamas conflicts; (v) foreign currency exchange rate fluctuations; (vi) potential changes in diplomatic and trade relationships, including potential changes under the second Trump administration and political and trade uncertainty in China; (vii) a global health crisis; (viii) potential increased costs associated with overlapping tax structures; (ix) potential increased reliance on third parties within less developed markets; (x) potential changes in trade restrictions, tariffs and exchange controls, such as tariffs that may be proposed by the second Trump administration and potential retaliatory tariffs by other countries; (xi) more limited protection for intellectual property rights in some countries; (xii) difficulties and costs associated with staffing and managing foreign operations; (xiii) difficulties in complying with a wide variety of foreign laws and regulations and unexpected changes thereto; (xiv) expanded enforcement of laws related to data protection and personal privacy; (xv) the risk that certain governments may adopt regulations or take other actions that would have a direct adverse impact on our business and market opportunities, including nationalization of private enterprise; (xvi) violations of anti-bribery and anti-corruption laws, such as the FCPA; (xvii) violations of economic sanctions laws, such as the regulations enforced by OFAC; (xviii) longer accounts receivable cycles in certain foreign countries, whether due to cultural differences, exchange rate fluctuation or other factors; (xix) the credit risk of local customers and distributors; (xx) limitations on our ability to enforce legal rights and remedies with third parties or partners outside of the United States; (xxi) import and export licensing requirements and other restrictions, such as those imposed by OFAC, BIS, DDTC and comparable regulatory agencies and policies of foreign governments; and (xxii) changes to our distribution networks.
Biggest changeAccordingly, our international operations or those of our international customers could be substantially affected by a number of risks arising from operating an international business, including: (i) limitations on repatriation of earnings; (ii) taxes on imports; (iii) the possibility that unfriendly nations or groups could boycott our products; (iv) general economic and political conditions in the markets where we operate, including changes in inflation and interest rates, instability in the global banking industry, rising energy prices, potential energy shortages and actual or anticipated military or political conflicts, such as the ongoing Ukraine/Russia or Israel/Hamas conflicts; (v) foreign currency exchange rate fluctuations; (vi) escalation of geopolitical tensions or potential changes in diplomatic and trade relationships, including potential changes to trade restrictions, tariffs and exchange controls and political and trade uncertainty in China along with potential retaliatory tariffs by other countries; (vii) a global health crisis; (viii) potential increased costs associated with overlapping tax structures; (ix) potential increased reliance on third parties within less developed markets; (x) more limited protection for intellectual property rights in some countries; (xi) difficulties and costs associated with staffing and managing foreign operations; (xii) difficulties in complying with a wide variety of foreign laws and regulations and unexpected changes thereto and costs associated with compliance; (xiii) expanded 12 enforcement of laws related to data protection and personal privacy; (xiv) the risk that certain governments may adopt regulations or take other actions that would have a direct adverse impact on our business and market opportunities, including nationalization of private enterprise; (xv) violations of anti-bribery and anti-corruption laws, such as the FCPA; (xvi) violations of economic sanctions laws, such as the regulations enforced by OFAC; (xvii) longer accounts receivable cycles in certain foreign countries, whether due to cultural differences, exchange rate fluctuation or other factors; (xviii) the credit risk of local customers and distributors; (xix) limitations on our ability to enforce legal rights and remedies with third parties or partners outside of the United States; (xx) import and export licensing requirements and other restrictions, such as those imposed by OFAC, BIS, DDTC and comparable regulatory agencies and policies of foreign governments; and (xxi) changes to our distribution networks.
In addition, any completed acquisition will subject us to a variety of other risks, including: (i) potential adverse effects on our business relationships with existing or future suppliers and other business partners (in particular, to the extent we consummate acquisitions that vertically integrate portions of our business); (ii) the assumption of substantial actual or contingent liabilities, known or unknown, including environmental liabilities; (iii) failure to meet expectations of future financial performance; (iv) delays or reductions in realizing expected synergies; (v) substantial unanticipated costs or other problems associated with acquired businesses or devoting time and capital to investigate a potential acquisition that is not completed; (vi) failure to achieve intended objectives for a transaction; (vii) failure to retain key personnel, customers and suppliers of the acquired business; and (viii) adverse impacts resulting from impairment charges on goodwill, other intangible assets and tangible assets.
In addition, any completed acquisition will subject us to a variety of other risks, including: (i) potential adverse effects on our business relationships with existing or future suppliers and other business partners (in particular, to the extent we consummate acquisitions that vertically integrate portions of our business); (ii) the assumption of substantial actual or contingent liabilities, known or unknown, including environmental liabilities; (iii) failure to meet 10 expectations of future financial performance; (iv) delays or reductions in realizing expected synergies; (v) substantial unanticipated costs or other problems associated with acquired businesses or devoting time and capital to investigate a potential acquisition that is not completed; (vi) failure to achieve intended objectives for a transaction; (vii) failure to retain key personnel, customers and suppliers of the acquired business; and (viii) adverse impacts resulting from impairment charges on goodwill, other intangible assets and tangible assets.
Relying on collaborative relationships is risky because, among other things, our collaborative partners may (i) not devote sufficient resources to the success of our collaborations; (ii) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (iii) be acquired by other companies and terminate our collaborative partnership or become insolvent; (iv) compete with us; (v) disagree with us on key details of the collaborative relationship; (vi) have insufficient capital resources; and (vii) decline to renew existing collaborations on acceptable terms.
Relying on collaborative relationships is risky because, among other things, our collaborative partners may (i) not devote sufficient resources to the success of our collaborations; (ii) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (iii) be acquired by other companies and 18 terminate our collaborative partnership or become insolvent; (iv) compete with us; (v) disagree with us on key details of the collaborative relationship; (vi) have insufficient capital resources; and (vii) decline to renew existing collaborations on acceptable terms.
We cannot be certain that identification of presently unidentified environmental, health and safety conditions, new regulations, more vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future and give rise to additional environmental liabilities, business interruptions, compliance costs or penalties, which could have an adverse effect on our business, financial condition and results of operations.
We cannot be certain that identification of presently unidentified environmental, health and safety conditions, new regulations, more vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future 20 and give rise to additional environmental liabilities, business interruptions, compliance costs or penalties, which could have an adverse effect on our business, financial condition and results of operations.
Like other companies, the systems and networks we maintain and third-party systems and networks we use have in the past been, and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other attacks such as “denial of service” attacks, phishing, untargeted but sophisticated and automated attacks, ransomware, and other disruptive software.
Like other companies, the systems and networks we maintain and third party systems and networks we use have in the past been, and will likely in the future be, subject to or targets of 13 unauthorized or fraudulent access, including physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other attacks such as “denial of service” attacks, phishing, untargeted but sophisticated and automated attacks, ransomware, and other disruptive software.
Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with, the laws and regulations of the FDA, the DHHS, the DEA, foreign agencies including the EMA, and other various state health departments and/or comparable state and 19 foreign agencies as well as certain accrediting bodies depending upon the types of operations and locations of distribution and sale of the products manufactured or services provided by those subsidiaries.
Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with, the laws and regulations of the FDA, the DHHS, the DEA, foreign agencies including the EMA, and other various state health departments and/or comparable state and foreign agencies as well as certain accrediting bodies depending upon the types of operations and locations of distribution and sale of the products manufactured or services provided by those subsidiaries.
In most of these agreements, however, the liability of the former owners is limited and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result, we may face unexpected liabilities that adversely affect our financial statements.
In most of these agreements, however, the liability of the former owners is limited and certain former 17 owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result, we may face unexpected liabilities that adversely affect our financial statements.
Many of the customers we serve have experienced, and are expected to continue to experience, significant industry-related changes, including reductions in governmental payments for biopharmaceutical products, expirations of significant patents, adverse changes in legislation or regulations regarding the delivery or pricing of general healthcare services or mandated benefits, and increased requirements on quality.
Many of the customers we serve have experienced, and are expected to continue to experience, significant industry-related changes, including reductions in governmental funding or payments for biopharmaceutical products, expirations of significant patents, adverse changes in legislation or regulations regarding the delivery or pricing of general healthcare services or mandated benefits, and increased requirements on quality.
The ability of our customers to develop new products to 11 replace sales decreases attributable to expirations of significant patents, along with the impact of other past or potential future changes in the industries we serve, may result in our customers significantly reducing their purchases of products from us or the prices they are willing to pay for those products.
The ability of our customers to develop new products to replace sales decreases attributable to expirations of significant patents, along with the impact of other past or potential future changes in the industries we serve, may result in our customers significantly reducing their purchases of products from us or the prices they are willing to pay for those products.
While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results. We compete in highly competitive markets. Failure to compete successfully could adversely affect our business, financial condition and results of operations. We face competition across our products and the markets in which we operate, both domestically and internationally.
While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results. 9 We compete in highly competitive markets. Failure to compete successfully could adversely affect our business, financial condition and results of operations. We face competition across our products and the markets in which we operate, both domestically and internationally.
A failure of our global quality control systems could result in problems with facility operations or preparation or provision of defective or non-compliant products. Nearly all of our products are subsequently incorporated into products sold to end users by our customers, and we have no control over the manufacture and production of such products.
A 11 failure of our global quality control systems could result in problems with facility operations or preparation or provision of defective or non-compliant products. Nearly all of our products are subsequently incorporated into products sold to end users by our customers, and we have no control over the manufacture and production of such products.
If we are unable to achieve the expected benefits from the initiative and manage the effects of the restructuring activities, this could have an adverse effect on our business, results of operations and financial condition. As we refine our business model, we may also pursue divestitures in line with our new operating model.
If we are unable to achieve the expected benefits from the initiative and manage the effects of the restructuring activities, this could have an adverse effect on our business, results of operations and financial condition. As we continue to refine our business model, we may also pursue divestitures in line with our new operating model.
Either of these factors may have a material adverse effect on our business, financial position and operating results. 12 We are subject to risks associated with doing business globally, which may harm our business. We have global operations and derive a substantial portion of our net sales from customers outside of the United States.
Either of these factors may have a material adverse effect on our business, financial position and operating results. We are subject to risks associated with doing business globally, which may harm our business. We have global operations and derive a substantial portion of our net sales from customers outside of the United States.
Our ability to maintain an adequate supply of such materials and 16 components could be impacted by the availability and price of those raw materials and maintaining relationships with key suppliers. Moreover, we are dependent upon the ability of our suppliers to provide materials and components that meet our specifications, quality standards, other applicable criteria, and delivery schedules.
Our ability to maintain an adequate supply of such materials could be impacted by the availability and price of those raw materials and maintaining relationships with key suppliers. Moreover, we are dependent upon the ability of our suppliers to provide materials and components that meet our specifications, quality standards, other applicable criteria, and delivery schedules.
Failure to comply with these ISO standards can lead to observations of non-compliance or even suspension of ISO or Aerospace Standard (AS) certifications or European Community (EC) Declarations of Conformity Certificates by the registrar. If we were to lose ISO or AS certifications or EC Declarations of Conformity, we could lose sales and customers to competitors or other suppliers.
Failure to comply with these ISO standards can lead to observations of non-compliance or even suspension of ISO 19 or Aerospace Standard (AS) certifications or European Community (EC) Declarations of Conformity Certificates by the registrar. If we were to lose ISO or AS certifications or EC Declarations of Conformity, we could lose sales and customers to competitors or other suppliers.
We have several high-risk chemical facilities that contain materials that could be stolen and used to make weapons. We could also be subject to an attack on our high-risk facilities that could cause a significant number of deaths and injuries. Such an occurrence could also harm the environment, our reputation and disrupt our operations.
We have several high-risk chemical facilities that contain materials that could be stolen and used to make weapons. We could also be subject to an attack on our high-risk facilities that could cause a 16 significant number of deaths and injuries. Such an occurrence could also harm the environment, our reputation and disrupt our operations.
See Part I, Item 7A, “Quantitative and qualitative disclosures about market risk.” 13 Our business depends on our ability to use and access information systems, and any failure to successfully maintain these systems or implement new systems to handle our changing needs could materially harm our operations.
See Part I, Item 7A, “Quantitative and qualitative disclosures about market risk.” Our business depends on our ability to use and access information systems, and any failure to successfully maintain these systems or implement new systems to handle our changing needs could materially harm our operations.
We may need to spend significant resources monitoring and enforcing our intellectual property rights and we may not be able to prove infringement by third parties. Our competitive position may be harmed if we cannot enforce our intellectual property rights. In some circumstances, we may choose to not pursue enforcement for business reasons.
We may need to spend significant resources monitoring and enforcing our 14 intellectual property rights and we may not be able to prove infringement by third parties. Our competitive position may be harmed if we cannot enforce our intellectual property rights. In some circumstances, we may choose to not pursue enforcement for business reasons.
Effective internal controls are necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud. We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes Oxley Act of 2002 and continue to enhance our controls.
Effective internal controls are necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud. We devote significant resources and time to comply with the internal control 22 over financial reporting requirements of the Sarbanes Oxley Act of 2002 and continue to enhance our controls.
This could cause our customers to 15 refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales. We are subject to product liability and other claims in the ordinary course of business.
This could cause our customers to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales. We are subject to product liability and other claims in the ordinary course of business.
We must also maintain sufficient production capacity to meet anticipated customer demand, which carries fixed costs that we may not be able to offset if orders slow, which would adversely affect our operating 9 margins.
We must also maintain sufficient production capacity to meet anticipated customer demand, which carries fixed costs that we may not be able to offset if orders slow, which would adversely affect our operating margins.
Our exclusive forum provision shall not relieve the company of its duties to comply with the federal securities laws and the rules and 23 regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
Our exclusive forum provision shall not relieve the company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
We sell our products in industries that are characterized by significant technological changes, frequent new product and technology introductions and enhancements and evolving industry standards. As a result, our customers’ needs are rapidly evolving.
We sell our products in industries that are characterized by significant technological changes, frequent new product and technology introductions and evolving industry standards. As a result, our customers’ needs are rapidly evolving.
We also rely on our suppliers to adhere to our supplier standards of conduct, 20 and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements.
We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards could occur that could have a material effect on our business, reputation and financial statements.
Our credit facilities contain financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests.
Our credit facilities and indentures contain financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests.
Our competitors range from regional companies, which may be able to more quickly respond to customers’ needs because of geographic proximity, to large multinational companies, which may have greater financial, marketing, operational and research and development resources than we do, allowing for a more rapid response with new, alternative or emerging technologies.
Our competitors range from regional companies, which may be able to more quickly respond to customers’ needs because of geographic proximity, to large multinational companies, which may have greater financial, marketing, operational and research and development resources (R&D) than we do, allowing for a more rapid response with new, alternative or emerging technologies.
The revenues we report with respect to our operations outside of the United States have been in the past and may be adversely affected by fluctuations in foreign currency exchange rates. Further, we have a substantial amount of Euro denominated indebtedness, as well as intercompany loans and short-term intercompany balances between entities with the Euro as their functional currency.
The revenues we report with respect to our operations outside of the United States have been in the past and may be adversely affected by fluctuations in foreign currency exchange rates. Further, we have a substantial amount of Euro denominated indebtedness, as well as intercompany loans and short-term intercompany balances with the Euro as their functional currency.
We also police our trademark portfolio against infringement. Our efforts to protect and defend our trademarks may fall short or be unsuccessful against competitors or other third parties for a variety of reasons. To the extent that third parties or distributors sell products that are counterfeit versions of our branded products, our customers could inadvertently purchase products that are inferior.
We also police our trademark portfolio against infringement. Our efforts to protect and defend our trademarks may be unsuccessful against competitors or other third parties for a variety of reasons. To the extent that third parties or distributors sell products that are counterfeit versions of our branded products, our customers could inadvertently purchase products that are inferior.
New technology that could result in greater operational efficiency, such as the development and adoption of AI and machine learning technology, may further exposure our systems and businesses to the risk of cyberattacks.
New technology that could result in greater operational efficiency, such as the development and adoption of AI and machine learning technology, may further expose our systems and businesses to the risk of cyberattacks.
General industry changes include: • development of large and sophisticated group purchasing organizations and on-line auction sites that increase competition for, and reduce spending on, laboratory products; • consolidation of biopharmaceutical companies resulting in a rationalization of research expenditures; • increased regulatory scrutiny over drug production requiring safer raw materials; • customers’ purchasing the products that we supply directly from our suppliers; and • significant reductions in development and production activities.
General industry changes include: (i) development of large and sophisticated group purchasing organizations and on-line auction sites that increase competition for, and reduce spending on, laboratory products; (ii) consolidation of biopharmaceutical companies resulting in a rationalization of research expenditures; (iii) increased regulatory scrutiny over drug production requiring safer raw materials; (iv) customers’ purchasing the products that we supply directly from our suppliers; and (v) significant reductions in development and production activities.
However, we face climate and environmental risks and the occurrence of one or more unexpected events, including fires, tornadoes, tsunamis, hurricanes, earthquakes, drought, storms, sea level rise, floods, and other severe hazards or accidents in the United States, the United Kingdom, the EU or in other countries or regions in which we operate could adversely affect our operations and financial performance.
However, we face climate and environmental risks and the occurrence of one or more unexpected events, including fires, tornadoes, tsunamis, hurricanes, earthquakes, drought, storms, sea level rise, floods, and other severe hazards or accidents in countries or regions in which we operate could adversely affect our operations and financial performance.
Our indebtedness could have important consequences to us including the following: • making it more difficult for us to satisfy our debt or contractual obligations; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate; • placing us at a competitive disadvantage compared to any of our less leveraged competitors; • increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and • limiting our ability to obtain additional financing.
Our indebtedness could have important consequences to us including: (i) making it more difficult for us to satisfy our debt or 21 contractual obligations; (ii) exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest; (iii) restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; (iv) requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes; (v) limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate; (vi) placing us at a competitive disadvantage compared to any of our less leveraged competitors; (vii) increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and (viii) limiting our ability to obtain additional financing.
We are highly dependent on our senior management and key employees. Our success depends on our ability to attract, motivate and retain highly qualified individuals. Competition for senior management and other key personnel in our industry is intense, and the pool of suitable candidates is limited.
We are highly dependent on our senior management and key employees. Our success depends on our ability to attract, motivate and retain highly qualified individuals. Competition for senior management and other key personnel in our industry is intense, and the pool of suitable candidates is limited. We have recently experienced changes in our senior management.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. Item 1B. Unresolved staff comments None.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
The 17 effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business, financial condition and results of operations. We also monitor rules and regulations related to environmental, social and governance disclosure obligations, which may expose us to increased costs associated with additional reporting obligations.
The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business, financial condition and results of operations. We also monitor rules and regulations related to sustainability and corporate responsibility disclosure obligations, which may expose us to increased costs associated with additional reporting obligations.
Many of these regulations also grant rights to individuals. Many foreign data privacy regulations (including GDPR in the EU) and certain state laws and regulations (including California’s CPRA) impose requirements beyond those enacted under federal law including, in some instances, private rights of action.
Many foreign data privacy regulations (including GDPR in the EU) and certain state laws and regulations (including California’s CPRA) impose requirements beyond those enacted under federal law including, in some instances, private rights of action.
We are subject to the rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and NYSE, as well as evolving investor expectations around environmental, social and governance practices and disclosures.
We are subject to the rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and NYSE, as well as evolving investor expectations around sustainability and corporate responsibility practices and disclosures.
While we believe we will be able to adapt our business to maintain existing customer relationships and develop new customer relationships, if we are unsuccessful or untimely in these efforts, our results of operations may suffer.
While we believe we will be able to adapt our business to maintain existing customer relationships and develop new customer relationships, if we are unsuccessful or untimely in these efforts, our results of operations may suffer. Reductions in customers’ research budgets or government funding may adversely affect our business.
If new debt is added to our current debt levels, the related risks that we now face could intensify. 22 Risks related to ownership of our stock Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
Risks related to ownership of our stock Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it. We have no current plans to pay cash dividends on our common stock.
Our ability to manage our business and conduct our 10 global operations while also pursuing our strategies for improving growth and optimizing costs requires considerable management attention and resources and is subject to the challenges of supporting a rapidly growing business in an environment of multiple languages, cultures and customs, legal and regulatory systems, alternative dispute systems and commercial markets.
Our ability to manage our business and conduct our global operations while also pursuing our strategies for improving growth and optimizing costs requires considerable management attention and resources and is subject to the challenges of supporting a rapidly growing business in an environment with varying cultural, commercial, legal and regulatory frameworks.
Our offerings are highly complex, and, if our products do not satisfy applicable quality criteria, specifications and performance standards, we could experience lost sales, delayed or reduced market acceptance of our products, increased costs and damage to our reputation.
An impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending. Our offerings are highly complex, and, if our products do not satisfy applicable quality criteria, specifications and performance standards, we could experience lost sales, delayed or reduced market acceptance of our products, increased costs and damage to our reputation.
As part of our business strategy, we intend to continue to review, pursue and complete selective acquisition opportunities.
As part of our business strategy, we may pursue and complete selective acquisition opportunities.
The failure to attract, retain and properly motivate members of our senior management team and other key employees, or to find suitable replacements for them in the event of death, illness or their desire to pursue other professional opportunities, could have a negative effect on our operating results.
The inability to identify, attract, retain and properly motivate members of our senior management team and other key employees, or to find suitable replacements for them could have a negative effect on our operating results.
We have no current plans to pay cash dividends on our common stock. The declaration, amount and payment of any future dividends on our common stock will be at the sole discretion of our Board of Directors.
The declaration, amount and payment of any future dividends on our common stock will be at the sole discretion of our Board of Directors.
Congress, foreign governments, and their agencies in non-U.S. jurisdictions where we and our affiliates do business, and the Organization for Economic Cooperation and Development (“OECD”), 18 continue to focus on issues related to the taxation of multinational corporations. As part of this focus, the OECD has introduced a framework to implement a 15% global minimum corporate tax rate.
Changes in tax law relating to multinational corporations could adversely affect our tax position. The U.S. Congress, foreign governments, and their agencies in non-U.S. jurisdictions where we and our affiliates do business, and the Organization for Economic Cooperation and Development (“OECD”), continue to focus on issues related to the taxation of multinational corporations.
Further, it is possible that disruptions or delays in shipments of certain raw materials used in the products we manufacture and in the finished goods that we sell globally could be similar to those experienced during the COVID-19 pandemic. The implementation of any government-mandated vaccination or testing mandates may impact our ability to retain current employees and attract new employees.
Further, it is possible that disruptions or delays in shipments of certain raw materials used in the products we manufacture and in the finished goods that we sell globally could be similar to those experienced during the COVID-19 pandemic. Any extended disruption in our ability to service our customers could have a negative effect on our operating results.
For example, we and many of the third-party service providers we rely on use generative AI, which increases the risk that our confidential or proprietary information or personal data could be inadvertently or maliciously exposed. Security breaches can also occur as a result of intentional or inadvertent actions by our employees, third-party service providers or their personnel or other parties.
We are also exposed to similar risks resulting from cyberattacks that are experienced by our third-party service providers. For example, we and many of the third-party service providers we rely on use generative AI, which increases the risk that our confidential or proprietary information or personal data could be inadvertently or maliciously exposed.
In addition, we have established and publicly announced goals and commitments to reduce our carbon footprint, including targets to reduce greenhouse gas emissions (scope 1, scope 2 and scope 3). We have a broad range of stakeholders, including our stockholders, employees and customers, some of whom increasingly focus on environmental, social and governance matters.
In addition, we have established and publicly announced goals and commitments to reduce our carbon footprint, including targets to reduce greenhouse gas emissions (scope 1, scope 2 and scope 3).
To the extent we fail to timely introduce new and innovative products or services, adequately predict our customers’ needs or fail to obtain desired levels of market acceptance, our business may suffer.
To the extent we fail to timely introduce new and innovative products or services, adequately predict our customers’ needs or fail to obtain desired levels of market acceptance, our business may suffer. 15 Accordingly, we focus significant efforts and resources on the development and identification of new technologies, products and services that are attractive to, and gain acceptance, in the markets we serve and further broaden our offerings.
In conjunction with our new operating model, we launched a multi-year cost transformation initiative, with the objective to deliver approximately $300 million in annual gross run-rate savings by the end of 2026. We have also committed to certain significant restructuring activities in connection with the initiative.
Effective January 1, 2024, we transitioned to a new operating model consisting of two complementary business segments, the Laboratory Solutions segment and the Bioscience Production segment. In conjunction with our new operating model, we launched a multi-year cost transformation initiative, with the objective to deliver approximately $300 million in annual gross run-rate savings by the end of 2026.
The increasing complexity and costs to comply with such evolving expectations, rules and regulations, as well as any risk of noncompliance, could adversely affect our business. 21 Risks related to our indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt or contractual obligations.
The increasing complexity and costs to comply with such evolving expectations, rules and regulations, as well as any risk of noncompliance, could adversely affect our business. Changes to trade policy, including new or increased tariffs and changing import/export regulations, may adversely affect our business, financial condition and results of operations.
Given the nature of our business, we collect and store confidential information that customers provide in order to, among other things, purchase products and services and register on our website. 14 We are required to comply with increasingly complex and changing data privacy regulations both in the United States and beyond that regulate the collection, use, sharing, and transfer of personal data.
Our actual or perceived failure to adequately protect personal data could adversely affect our business. Given the nature of our business, we collect and store confidential information that customers provide in order to, among other things, purchase products and services and register on our website.
In addition, consolidation trends in the biopharma and healthcare industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressures. New competitors in low-cost manufacturing locations, particularly developing markets, may create increased pricing and competitive pressures and impede our goal to grow in those markets.
Such actions may increase pricing pressure on us or cause us to lose existing market share. In addition, consolidation trends in the biopharma and healthcare industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressures.
While it is uncertain whether the U.S. will enact legislation to adopt the minimum tax directive, certain countries in which we operate have adopted legislation and other countries are in the process of introducing legislation to implement the minimum tax directive.
As part of this focus, the OECD has introduced a framework to implement a 15% global minimum corporate tax rate. Certain countries in which we operate have adopted legislation and other countries are in the process of introducing legislation to implement the minimum tax directive.
Accordingly, we focus significant efforts and resources on the development and identification of new technologies, products and services that are attractive to, and gain acceptance, in the markets we serve and further broaden our offerings. We have been and expect to continue to utilize AI and machine learning in certain of our products and services.
We have been and expect to continue to utilize AI and machine learning in certain of our products and services.
We now have and expect to continue to have a significant amount of debt.
Risks related to our indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt or contractual obligations. We now have and expect to continue to have a significant amount of debt.
Failure to anticipate and respond to competitors’ actions may adversely affect our results of operations and financial condition. It may be difficult for us to implement our strategies for improving growth and optimizing costs. Effective January 1, 2024, we transitioned to a new operating model consisting of two complementary business segments, the Laboratory Solutions segment and the Bioscience Production segment.
New competitors in low-cost manufacturing locations, particularly developing markets, may create increased pricing and competitive pressures and impede our goal to grow in those markets. Failure to anticipate and respond to competitors’ actions may adversely affect our results of operations and financial condition. It may be difficult for us to implement our strategies for improving growth and optimizing costs.
Removed
For example, in October 2024, we divested our Clinical Services business, a component of our Laboratory Solutions reportable segment. We also plan to continue expanding our commercial sales operations and scope and complexity of our business both domestically and internationally, while maintaining our commercial operations and administrative activities.
Added
We have expanded this initiative and now expect to generate approximately $400 million in run rate gross savings by the end of 2027. We have also committed to certain significant restructuring activities in connection with the initiative.
Removed
For example, as AI continues to evolve, cyber-attackers could also use AI to develop malicious code and sophisticated phishing attempts. We are also exposed to similar risks resulting from cyber-attacks that are experienced by our third-party service providers.
Added
Many of our customers are universities, government research laboratories, private foundations and other institutions that are dependent on grants from government agencies, such as the NIH, for funding. R&D spending by our customers may fluctuate based on spending priorities and general economic conditions. The level of government funding for R&D is unpredictable.
Removed
Our actual or perceived failure to adequately protect personal data could adversely affect our business.
Added
Reductions or delays in governmental spending could cause customers to delay or forego purchases of our products. If government funding necessary for the purchase of our products were to decrease, our business and results of operations could be adversely affected. Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget.
Removed
For example, the EU GDPR imposes more stringent data protection requirements, including a broader scope of protected data, restrictions on cross-border transfers of personal data and more onerous breach reporting requirements, and greater penalties for non-compliance than the federal data protection laws. Other states and countries continue to enact similar legislation.
Added
Security breaches can also occur as a result of intentional or inadvertent actions by our employees, third-party service providers or their personnel or other parties.
Removed
Extreme weather, natural disasters, power outages, or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing or distribution centers; temporary or long-term disruption in the supply of products; and/or disruption of our ability to deliver products to customers.
Added
We are required to comply with increasingly complex and changing data privacy regulations both in the United States and beyond that regulate the collection, use, sharing, and transfer of personal data. Many of these regulations also grant rights to individuals.
Removed
Increasing concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.
Added
We also face increasing attention from investors, regulators, and other stakeholders, who may have conflicting views related to our positions, performance, and disclosures relating to sustainability and corporate responsibility-related matters, and the legal and regulatory landscape continues to evolve and may result in conflicting requirements and expectations.
Removed
Any extended disruption in our ability to service our customers could have a negative effect on our operating results. Changes in tax law relating to multinational corporations could adversely affect our tax position. The U.S.
Added
If we draw scrutiny for the positions we take or do not take on these matters (or for altering any such position) or receive unfavorable ratings from third-party organizations that provide information to investors on such matters, it could be used by investors, lenders, customers, employees and other stakeholders to inform their investment, financing, purchasing or employment decisions, which could have a negative impact on our business.
Added
Additionally, a failure to adequately meet regulatory expectations may result in non-compliance, the loss of business and reputational impacts, and we may become the target of litigation or investigations initiated by government authorities or private actors alleging that our activities related to these matters are anti-competitive, discriminatory or otherwise unlawful.
Added
Additionally, changes in our organization as a result of senior management and board transitions, which we have recently experienced, may have a disruptive impact on our ability to implement our strategy and could negatively affect our business and financial condition.
Added
Additionally, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing broad changes to the U.S. tax code, including modifications to corporate and international tax provisions.
Added
As a result of OBBBA, our current cash tax obligations were reduced by approximately $43.0 million due to changes to several provisions, including the reinstatement of immediate expensing for domestic R&D expenditures, the extension of 100% bonus depreciation for qualified properties and the relaxation of limitations on the deductibility of business interest expense.
Added
The impact on income tax expense resulting from OBBBA was immaterial.
Added
Changes in U.S. or international laws and policies governing foreign trade could materially and adversely affect our business.
Added
The U.S. has instituted certain changes, and has proposed additional changes, in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
Added
The new tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods.
Added
The imposition of tariffs and other trade restrictions, as well as the escalation of trade disputes and any downturns in the global economy resulting therefrom, could materially and adversely affect our business, financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+2 added−0 removed11 unchanged
Biggest changeAdditionally, we have purchased a cybersecurity risk insurance policy that would reduce the costs associated with a covered cybersecurity incident if it occurred. 24 Although no cybersecurity incident during the year ended December 31, 2024 resulted in an interruption of our operations, known losses of critical data, or otherwise had a material impact on Avantor’s strategy, financial condition or results of operations, the scope and impact of any future incident cannot be predicted.
Biggest changeAlthough no cybersecurity incident during the year ended December 31, 2025 resulted in an interruption of our operations, known losses of critical data, or otherwise had a material impact on Avantor’s strategy, financial condition or results of operations, the scope and impact of any future incident cannot be predicted. See “Item 1A.
This involves monitoring our information systems for cybersecurity threats, reviewing cybersecurity incidents, analyzing emerging threats, and the development and implementation of risk mitigation strategies. Our CISO has over 25 years of experience working in the information technology and services industry who is a subject matter expert in a variety of areas including information security, and IT risk.
This involves monitoring our information systems for cybersecurity threats, reviewing cybersecurity incidents, analyzing emerging threats, and the development and implementation of risk mitigation strategies. Our CISO has over 25 years of experience working in the information technology and services industry and is a subject matter expert in a variety of areas including information security, and IT risk.
See “Item 1A. Risk Factors” for more information on how material cybersecurity attacks may impact our business. Governance Management plays a critical role in assessing and managing material risks from cybersecurity threats.
Risk Factors” for more information on how material cybersecurity attacks may impact our business. 24 Governance Management plays a critical role in assessing and managing material risks from cybersecurity threats.
We maintain enterprise-wide information security policies, processes and standards that set the requirements around acceptable use of information systems and data, risk assessment and management, identity and access management, data security, security operations, security incident response and threat and vulnerability management.
We maintain enterprise-wide information security policies, standards, and procedures that govern acceptable use of systems and data, risk assessment and management, identity and access management, data security, security operations, incident response, and threat and vulnerability management.
Our team of information security professionals monitors our information systems for cybersecurity threats, breaches, intrusions and other weaknesses, responds to cybersecurity incidents, develops and implements plans to mitigate cybersecurity threats and facilitates training for our employees. We also engage consultants and other third-party advisors to conduct independent assessments of our cybersecurity readiness and control effectiveness.
Our team of information security professionals monitors systems for cybersecurity threats, intrusions, and vulnerabilities; responds to incidents; develops and implements mitigation strategies; and facilitates cybersecurity training across the organization. We also engage consultants and other third-party advisors to conduct independent assessments of our cybersecurity readiness and control effectiveness.
We also perform formal risk assessment activities annually, aligned to the National Institute of Standards and Technology (NIST) 800-171 and Cybersecurity Framework, as its program controls are designed to protect and maintain confidentiality, integrity, and continued availability of our data and information systems.
We perform formal risk assessments annually, aligned with the National Institute of Standards and Technology (NIST) Special Publication 800-171 and the NIST Cybersecurity Framework, to help ensure the confidentiality, integrity, and availability of our information systems and data.
Added
In August 2025, Avantor achieved ISO/IEC 27001 certification, reflecting the maturity of our Information Security Management System (ISMS) and providing independent validation of our security governance, risk management, and control environment. This certification complements our alignment with NIST-based frameworks and supports our continued focus on risk-informed control implementation, continuous improvement, and operational resilience.
Added
Additionally, we have purchased a cybersecurity risk insurance policy that would reduce the costs associated with a covered cybersecurity incident if it occurred.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeApproximately 140 of these facilities are located outside the United States, primarily in Europe and to a lesser extent in AMEA. Refer to the Consolidated Financial Statements included in this Annual Report for additional information with respect to the Company’s lease commitments.
Biggest changeApproximately 135 of these facilities are located outside the United States, primarily in Europe and to a lesser extent in AMEA. Refer to the Consolidated Financial Statements included in this Annual Report for additional information with respect to the Company’s lease commitments. Item 3.
Item 2. Properties As of December 31, 2024, the Company had facilities in over 30 countries, including approximately 200 significant administrative, sales, research and development, manufacturing and distribution facilities. Approximately 60 of these facilities are located in the United States across 20 states.
Item 2. Properties As of December 31, 2025, the Company had facilities in over 30 countries, including approximately 200 significant administrative, sales, research and development, manufacturing and distribution facilities. Approximately 65 of these facilities are located in the United States across 20 states.
Added
Legal proceedings For information regarding legal proceedings and matters, see note 13 to our consolidated financial statements beginning on page F-1 of this report, which information is incorporated into this item by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeBrent Jones 55 Executive Vice President and Chief Financial Officer Benoit Gourdier 54 Executive Vice President, Bioscience Production Christophe Couturier 59 Executive Vice President, AMEA Brittany Hankamer 44 Executive Vice President and Chief Human Resources Officer Claudius Sokenu 57 Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary James Bramwell 58 Executive Vice President, Sales and Customer Excellence Kitty Sahin 55 Executive Vice President, Strategy and Corporate Development Unless indicated to the contrary, the business experience summaries provided below describe positions held by the named individuals during the last five years.
Biggest changeSokenu 58 Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary Corey Walker 48 President, Laboratory Solutions Unless indicated to the contrary, the business experience summaries provided below describe positions held by the named individuals during the last five years. Emmanuel Ligner is our President and Chief Executive Officer, a position he has held since August 2025.
Prior to joining Avantor, Ms. Hankamer was Vice President of Human Resources at Conquest Completion Services, LLC from May 2018 to September 2019. Claudius Sokenu is our Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary, a position he has held since July 2023. Prior to joining Avantor, Mr.
Prior to joining Avantor, Ms. Hankamer 26 was Vice President of Human Resources at Conquest Completion Services, LLC from May 2018 to September 2019. Claudius Sokenu is our Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary, a position he has held since July 2023. Prior to joining Avantor, Mr.
Sokenu was General 27 Counsel, Corporate Secretary and Chief Administrative Officer at Unisys, a technology company, from May 2022 to June 2023, Senior Vice President and Global Deputy General Counsel at Cognizant, an information technology services and consulting company, from March 2020 to April 2022 and Deputy General Counsel, Global Head of Litigation, Investigations and Ethics & Compliance from May 2017 to October 2018.
Sokenu was General Counsel, Corporate Secretary and Chief Administrative Officer at Unisys, a technology company, from May 2022 to June 2023, Senior Vice President and Global Deputy General Counsel at Cognizant, an information technology services and consulting company, from March 2020 to April 2022 and Deputy General Counsel, Global Head of Litigation, Investigations and Ethics & Compliance from May 2017 to October 2018.
Jones served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of LifeScan Global Corporation, a medical devices company, from March 2023 until July 2023 and as LifeScan’s Chief Financial Officer from February 2020 until March 2023. Prior to that, Mr.
Jones served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of LifeScan Global Corporation, a medical devices company, from March 2023 to July 2023 and as LifeScan’s Chief Financial Officer from February 2020 to March 2023. Prior to that, Mr.
Prior to joining Avantor, Mr. Gourdier spent 23 years at Merck KGaA, a chemical company, where he served in a number of leadership positions including, most recently, as Senior Vice President and General Manager, BioReliance Contract Testing Services at Millipore Sigma from September 2017 to September 2023.
Gourdier spent 23 years at Merck KGaA, a chemical company, where he served in a number of leadership positions including, most recently, as Senior Vice President and General Manager, BioReliance Contract Testing Services at Millipore Sigma from September 2017 to September 2023.
Item 4. Mine safety disclosures Not applicable. 26 Information about our Executive Officers The following table sets forth certain information regarding our executive officers at February 3, 2025: Age Position Michael Stubblefield 52 Director, President and Chief Executive Officer R.
Item 4. Mine safety disclosures Not applicable. 25 Information about our Executive Officers The following table sets forth certain information regarding our executive officers at February 5, 2026: Age Position Emmanuel Ligner 55 President and Chief Executive Officer R.
Jones served as Chief Financial Officer of Klöckner Pentaplast Group, a plastics packaging manufacturer, from April 2016 until August 2018. Benoit Gourdier is our Executive Vice President, Bioscience Production, a position he has held since January 2024. Prior to his current role, Mr. Gourdier served as Executive Vice President, Biopharma Production from October 2023 to December 2023.
Jones served as Chief Financial Officer of Klöckner Pentaplast Group, a plastics packaging manufacturer, from April 2016 to August 2018. Mary Blenn is our Executive Vice President and Chief Operating Officer, a position she has held since November 2025. Prior to joining the Company, Ms.
Previously, he was a partner at Shearman & Sterling LLP and Arnold & Porter LLP. James Bramwell is our Executive Vice President, Sales and Customer Excellence, a position he has held since January 2024.
Previously, he was a partner at Shearman & Sterling LLP and Arnold & Porter LLP. Corey Walker is our President of Laboratory Solutions, a position he has held since April 2025. Prior to joining Avantor, Mr.
Removed
Michael Stubblefield became our President and Chief Executive Officer in 2014. In addition, Mr. Stubblefield also serves as a Director. Prior to joining Avantor, Mr. Stubblefield was a Senior Expert for the Chemicals Practice of McKinsey & Company, a management consulting firm, from 2013 to 2014. R.
Added
Brent Jones 56 Executive Vice President and Chief Financial Officer Mary Blenn 53 Executive Vice President and Chief Operating Officer Benoit Gourdier 55 Executive Vice President, Bioscience Production Brittany Hankamer 45 Executive Vice President and Chief Human Resources Officer Claudius O.
Removed
Christophe Couturier is our Executive Vice President, AMEA, a position he has held since April 2021. Prior to his current role, Mr. Couturier served as Executive Vice President, Services, from April 2018 to April 2021. Prior to joining Avantor, Mr. Couturier served as Chief Executive Officer of Salicornia, LLC, a personal consulting company, from September 2017 to April 2018.
Added
Prior to joining the Company, Mr. Ligner served as Chief Executive Officer at Cerba HealthCare from March 2024 to March 2025. Prior to that, Mr. Ligner was President and Chief Executive Officer of Cytiva and a Group Executive of Danaher Corporation, a life sciences company, from April 2020 to March 2024.
Removed
Prior to his current role, he served as Avantor’s Executive Vice President, Americas from October 2022 to December 2023, and as Executive Vice President, Strategic Partners from November 2017 to October 2022. Kitty Sahin is our Executive Vice President, Strategy and Corporate Development, a position she has held since June 2022. Prior to joining Avantor, Ms.
Added
Before Cytiva, he held several leadership positions at GE in North America, Europe, the Middle East and Africa, culminating in his appointment to President and Chief Executive Officer of GE Life Sciences. Mr. Ligner began his career in Japan with Otsuka Pharmaceuticals before joining Abbott Japan. R.
Removed
Sahin served as EVP, Strategy & Business Development for Novanta, a medical, life science and industrial technology company, from September 2017 to June 2022. PART II
Added
Blenn, age 53, provided consulting services to life sciences and medtech companies through her personal consulting firm Blenn Consulting from April 2024 to October 2025. Prior to that, Ms.
Added
Blenn served as Senior Vice President, Global Operations and Supply Chain of Cytiva, a life sciences company, from April 2020 to July 2023 and in several senior leadership roles at GE Healthcare from 1998 through 2020. Benoit Gourdier is our Executive Vice President, Bioscience Production, a position he has held since January 2024. Prior to his current role, Mr.
Added
Gourdier served as Executive Vice President, Biopharma Production from October 2023 to December 2023. Prior to joining Avantor, Mr.
Added
Walker was President and CEO of ILC Dover, a life sciences company, from November 2021 to June 2024, and President, DCP Midstream, an energy company, from March 2020 to November 2021. From 2016 to 2020, Mr. Walker was an Executive Vice President at Avantor and led the Americas region as well as the global Biomaterials and Electronic Materials businesses.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe stock performance shown below is not necessarily indicative of future performance. Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item is incorporated by reference to the applicable information in our 2025 Proxy Statement (defined below). 29 Item 6. [Reserved]
Biggest changeSecurities authorized for issuance under equity compensation plans The information required by this item is incorporated by reference to the applicable information in our 2025 Proxy Statement (defined below). 28 Issuer purchases of equity securities In October 2025, our Board of Directors authorized the repurchase of up to $500.0 million of our common stock, exclusive of fees, commissions and related transaction expenses.
The information in this section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the 28 Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, except to the extent that we specifically incorporate such information by reference.
The information in this section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, except to the extent that we specifically incorporate such information by reference.
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Principal markets for common stock Our common stock is listed on the NYSE under the symbol “AVTR.” Holders of common stock On February 3, 2025, we had 6 holders of record of our common stock.
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Principal markets for common stock Our common stock is listed on the NYSE under the symbol “AVTR.” Holders of common stock On February 5, 2026, we had 7 holders of record of our common stock.
The S&P 500 Index is a broad equity market index of companies having market capitalization similar to ours.
The comparisons assume the investment of $100 on December 31, 2020 in our common stock and in each index. The S&P 500 Index is a broad equity market index of companies having market capitalization similar to ours.
This does not include holdings in street or nominee names. Dividends We currently do not expect to pay any dividends on our common stock. Additionally, our subsidiaries are party to certain debt agreements that would restrict their ability to fund future dividend payments to our common stockholders.
This does not include holdings in street or nominee names. Dividends We currently do not expect to pay any dividends on our common stock. Our ability to pay dividends is limited by the terms of our indebtedness.
Removed
For more information, see note 24 to our consolidated financial statements beginning on page F-1 of this report.
Added
Certain of the debt agreements entered into by our wholly‑owned subsidiaries restrict their ability to pay dividends or make other distributions to Avantor, Inc., which in turn limits our ability to fund future dividends or make other distributions to our common stockholders.
Removed
Stock performance graph The following graph compares the return on a $100 investment in our common stock made on May 17, 2019, the day we first began trading on the NYSE, with a $100 investment also made on May 17, 2019 in the S&P 500 Index and the S&P 500 Health Care Index.
Added
Additional information regarding these restrictions is included in the Liquidity and Capital Resources section of Management’s Discussion and Analysis and in note 14 to our consolidated financial statements beginning on page F-1 of this report. 27 Stock performance graph The following performance graph compares the cumulative five-year return to shareholders on our common stock relative to the cumulative total returns of the S&P 500 Index and the S&P 500 Health Care Index for the five-year period ended December 31, 2025.
Added
The stock performance shown below is not necessarily indicative of future performance.
Added
Repurchases may be funded through our available cash, borrowings under existing credit facilities or other financing arrangements approved by the Board of Directors.
Added
Management is authorized to repurchase our common stock on the open market or in privately negotiated transactions, through one or more Rule 10b5-1 trading plans, Rule 10b-18 repurchase programs, accelerated share repurchase programs, including any collateral arrangements, or a combination thereof.
Added
The timing, manner, price and amount of repurchases will be determined by management depending upon economic, market and other conditions. The repurchase program may be modified, suspended, or terminated at any time. Shares repurchased under the program are held as treasury stock.
Added
The following table presents a summary of the share repurchase activity during the quarter ended December 31, 2025: Period Total number of shares purchased Average price paid per share 1 Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) 1 October — $ — — $ 500.0 November (3 to 19) 6,629,063 11.31 6,629,063 425.0 December — — — 425.0 Total 6,629,063 $ 11.31 6,629,063 $ 425.0 ━━━━━━━━━ 1.
Added
Amounts exclude excise taxes and other transaction costs. Refer to Note 15 to the Consolidated Financial Statements included in this Annual Report for additional discussion of our common stock repurchase program. 29 Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+25 added−30 removed38 unchanged
Biggest changeReconciliations of non-GAAP measures The following table presents the reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA margin, respectively: (dollars in millions, % based on net sales) Year ended December 31, 2024 2023 2022 $ % $ % $ % Net income $ 711.5 10.5 % $ 321.1 4.6 % $ 686.5 9.1 % Interest expense, net 218.8 3.2 % 284.8 4.1 % 265.8 3.5 % Income tax expense 142.4 2.1 % 89.4 1.3 % 164.6 2.2 % Depreciation and amortization 405.5 6.0 % 402.3 5.7 % 405.5 5.4 % Loss on extinguishment of debt 10.9 0.2 % 6.9 0.1 % 12.5 0.2 % Integration-related expenses 1 — — % 7.6 0.1 % 19.2 0.3 % Purchase accounting adjustments 2 — — % — — % 9.4 0.2 % Restructuring and severance charges 3 82.8 1.2 % 26.5 0.4 % 3.5 — % Transformation expenses 4 58.9 0.9 % 5.4 0.1 % — — % Reserve for certain legal matters, net 5 9.2 0.2 % 7.1 0.1 % — — % Other 6 (3.9) (0.2) % (2.8) — % 3.7 — % Impairment charges 7 — — % 160.8 2.3 % — — % Gain on sale of business 8 (446.6) (6.6) % — — % — — % Pension termination charges 9 9.3 0.2 % — — % — — % Adjusted EBITDA $ 1,198.8 17.7 % $ 1,309.1 18.8 % $ 1,570.7 20.9 % 1.
Biggest changeYear ended December 31, 2023 A discussion and analysis covering the year ended December 31, 2023 is included in Item 7 of our 2024 10-K. 36 Reconciliations of non-GAAP measures The following table presents the reconciliation of net (loss) income and net (loss) income margin to Adjusted EBITDA and Adjusted EBITDA margin, respectively: (dollars in millions, % based on net sales) Year ended December 31, 2025 2024 $ % $ % Net (loss) income $ (530.2) (8.1) % $ 711.5 10.5 % Interest expense, net 169.8 2.5 % 218.8 3.2 % Income tax expense 88.9 1.3 % 142.4 2.1 % Depreciation and amortization 410.2 6.3 % 405.5 6.0 % Loss on extinguishment of debt 4.6 0.1 % 10.9 0.2 % Restructuring and severance charges 1 29.8 0.5 % 82.8 1.2 % Transformation expenses 2 61.7 1.0 % 58.9 0.9 % Reserve for certain legal matters, net 3 7.3 0.1 % 9.2 0.2 % Other 4 20.9 0.3 % (3.9) (0.2) % Impairment charges 5 785.0 12.0 % — — % Gain on sale of business 6 5.1 0.1 % (446.6) (6.6) % Pension termination charges 7 16.3 0.2 % 9.3 0.2 % Adjusted EBITDA $ 1,069.4 16.3 % $ 1,198.8 17.7 % 1.
Reconciliations to the change in reported net sales, the most directly comparable GAAP financial measure, are included in the section entitled “Results of operations”; • Adjusted EBITDA and Adjusted EBITDA margin , which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted EBITDA is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) depreciation expense, (v) losses on extinguishment of debt, (vi) charges associated with the impairment of certain assets, (vii) gain on sale of business, (viii) and certain other adjustments.
Reconciliations to the change in reported net sales, the most directly comparable GAAP financial measure, are included in the section entitled “Results of operations”; • Adjusted EBITDA and Adjusted EBITDA margin , which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted EBITDA is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) depreciation expense, (v) losses on extinguishment of debt, (vi) charges associated with the impairment of certain assets, (vii) gain on sale of business, and (viii) certain other adjustments.
A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”; • Adjusted Operating Income and Adjusted Operating Income margin , which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted Operating Income is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) losses on extinguishment of debt, (v) charges associated with the impairment of certain assets, (vi) gain on sale of business, (vii) and certain other adjustments.
A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”; • Adjusted Operating Income and Adjusted Operating Income margin , which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted Operating Income is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) losses on extinguishment of debt, (v) charges associated with the impairment of certain assets, (vi) gain on sale of business, and (vii) certain other adjustments.
While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results. We continue to invest in a differentiated innovation model We are engaging with our customers early in their product development cycles to advance their programs from research and discovery through development and commercialization.
While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results. 30 We continue to invest in a differentiated innovation model We are engaging with our customers early in their product development cycles to advance their programs from research and discovery through development and commercialization.
We are required to make a prepayment of 50% of our excess cash flows if our first lien net leverage ratio, as defined in our credit agreement, exceeds 4.50:1.00, a prepayment of 25% of our excess cash flows if our first lien net leverage ratio is less than or equal to 4.50:1.00 but greater than 3.75:1.00, and no prepayment if our first lien net leverage ratio is less than or equal to 3.75:1.00.
We are required to make a prepayment of 50% of our excess cash flows if our first lien net leverage ratio, as defined in our credit agreement, exceeds 4.50:1.00, a prepayment of 25% of our excess cash flows if our first lien net leverage ratio is less than or equal to 4.50:1.00 but greater than 3.75:1.00, and no prepayment if our first lien net 41 leverage ratio is less than or equal to 3.75:1.00.
We calculate expense for some of those awards using fair 46 value estimates based on unobservable inputs. Additionally, some of those awards contain performance or market conditions. We assess the probability of achieving those performance conditions, and in cases where partial or exceptional performance affects the size of the award, we also estimate the projected achievement level.
We calculate expense for some of those awards using fair value estimates based on unobservable inputs. Additionally, some of those awards contain performance or market conditions. We assess the probability of achieving those performance conditions, and in cases where partial or exceptional performance affects the size of the award, we also estimate the projected achievement level.
If our judgments prove to be incorrect, we may be required to record a charge to cost of sales to reduce the carrying amount of inventory on hand to net realizable value. As with any significant estimate, we cannot be certain of future events which may cause us to change our judgments.
If our judgments prove to be incorrect, we may be 45 required to record a charge to cost of sales to reduce the carrying amount of inventory on hand to net realizable value. As with any significant estimate, we cannot be certain of future events which may cause us to change our judgments.
Rather, these measures should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business. 31 The key indicators that we monitor are as follows: • Net sales, gross margin, operating income, operating income margin, net income or loss and net income or loss margin .
Rather, these measures should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business. The key indicators that we monitor are as follows: • Net sales, gross margin, operating income, operating income margin, net income or loss and net income or loss margin .
The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. Selection of an appropriate peer group under the market approach involves judgment, and an alternative selection of guideline companies could yield materially different market multiples.
The development of appropriate rates to discount the 43 estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. Selection of an appropriate peer group under the market approach involves judgment, and an alternative selection of guideline companies could yield materially different market multiples.
We believe that this measurement is 32 useful to investors as it provides a view on the Company’s ability to generate cash for use in financing or investing activities. This measurement is used by management for the same reason.
We believe that this measurement is useful to investors as it provides a view on the Company’s ability to generate cash for use in financing or investing activities. This measurement is used by management for the same reason.
See “Reconciliations of non-GAAP measures” for reconciliations of net income to Adjusted EBITDA and Adjusted Operating Income, and net income margin to Adjusted EBITDA margin and Adjusted Operating Income margin. See “Results of operations” for a reconciliation and explanation of changes of net sales growth (decline) to organic net sales growth (decline).
See “Reconciliations of non-GAAP measures” for reconciliations of net (loss) income to Adjusted EBITDA and Adjusted Operating Income, and net (loss) income margin to Adjusted EBITDA margin and Adjusted Operating Income margin. See “Results of operations” for a reconciliation and explanation of changes of net sales growth (decline) to organic net sales growth (decline).
As our first lien net leverage ratio was below 3.75:1.00 at December 31, 2024, no additional prepayments were required and no such prepayments have become due since the inception of the credit facilities.
As our first lien net leverage ratio was below 3.75:1.00 at December 31, 2025, no additional prepayments were required and no such prepayments have become due since the inception of the credit facilities.
As appropriate, we supplement our results of operations determined in accordance with U.S. GAAP with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance.
As appropriate, we supplement our results of operations determined in accordance with GAAP with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance.
These measurements are used by our management for the same reason.
These 32 measurements are used by our management for the same reason.
A discussion and analysis of historical cash flows covering the year ended December 31, 2022 is included in the 2023 Form 10-K. Indebtedness A significant portion of our long-term financing is from indebtedness. The purpose of this section is to disclose how certain features of our indebtedness influence our liquidity and capital resources.
A discussion and analysis of historical cash flows covering the year ended December 31, 2023 is included in Item 7 of the 2024 Form 10-K. Indebtedness A significant portion of our long-term financing is from indebtedness. The purpose of this section is to disclose how certain features of our indebtedness influence our liquidity and capital resources.
For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Our reserve for uncertain tax positions was $83.3 million at December 31, 2024, exclusive of penalties and interest.
For those income tax positions where it is not more likely than not 44 that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Our reserve for uncertain tax positions was $106.9 million at December 31, 2025, exclusive of penalties and interest.
The total obligation is equal to the aggregate excess of the discounted benefit obligation over the fair value of plan assets for all underfunded plans. The payments due in less than one year are estimated using actuarial methods.
(4) Represents our obligation to fund defined benefit plans with obligations in excess of plan assets. The total obligation is equal to the aggregate excess of the discounted benefit obligation over the fair value of plan assets for all underfunded plans. The payments due in less than one year are estimated using actuarial methods.
At December 31, 2024, our valuation allowance on deferred tax assets was $214.1 million, $149.2 million of which relates to foreign net operating loss carry forwards that are not expected to be realized.
At December 31, 2025, our valuation allowance on deferred tax assets was $190.1 million, $132.1 million of which relates to foreign net operating loss carry forwards that are not expected to be realized.
Organic net sales decreased by $148.5 million or 2.1% which is discussed below. In the Laboratory Solutions segment, net sales decreased $128.2 million or 2.7% which included $5.5 million or 0.1% of favorable foreign currency translation impact and $42.4 million or 0.9% of impact related to our Clinical Services divestiture. Organic net sales decreased by $91.3 million or 1.9%.
Organic net sales decreased by $188.2 million or 2.8% which is discussed below. In the Laboratory Solutions segment, net sales decreased $210.4 million or 4.6% which included $86.0 million or 1.8% of favorable foreign currency translation impact and $147.9 million or 3.2% of impact related to our Clinical Services divestiture. Organic net sales decreased by $148.5 million or 3.2%.
Our results are impacted by a divestiture to further refine our business model We completed the sale of our Clinical Services business, a component of the Company’s Laboratory Solutions reportable segment, on October 17, 2024, pursuant to a definitive agreement that was signed on August 16, 2024.
Our results are impacted by a divestiture to further refine our business model We completed the sale of our Clinical Services business, a component of the Company’s Laboratory Solutions reportable segment, on October 17, 2024.
Estimating the net realizable value of inventories We value our inventories at the lower of cost or net realizable value. We regularly review quantities of inventories on hand and compare these amounts to the expected use of each product or product line, which can require us to make significant judgments.
We regularly review quantities of inventories on hand and compare these amounts to the expected use of each product or product line, which can require us to make significant judgments.
Our most significant contractual obligations are scheduled principal and interest payments for indebtedness. We also have obligations to make payments under operating leases, to purchase certain products and services and to fund defined benefit plan obligations primarily outside of the United States. In addition to contractual obligations, we use cash to fund capital expenditures and taxes.
We also have obligations to make payments under operating leases, to purchase certain products and services and to fund defined benefit plan obligations, primarily outside of the United States. 38 In addition to contractual obligations, we use cash to fund capital expenditures and taxes.
Consists of non-cash charges including depreciation and amortization, impairment charges, stock-based compensation expense, deferred income tax expense, non-cash restructuring charges, pension termination charges, gain on sale of business and others. 2. Includes changes to our accounts receivable, inventory, contract assets and accounts payable.
Consists of non-cash charges including depreciation and amortization, impairment charges, stock-based compensation expense, deferred income tax expense, non-cash restructuring charges, pension termination charges, gain on sale of business and others. 2. Includes changes to our accounts receivable, inventory, contract assets and accounts payable. Cash flows from operating activities provided $217.0 million less cash in 2025.
See “Cautionary factors regarding forward-looking statements.” Overview For the fiscal year ended December 31, 2024, we recorded net sales of $6,783.6 million, net income of $711.5 million, Adjusted EBITDA of $1,198.8 million and Adjusted Operating Income of $1,089.8 million. Net sales declined 2.6% which included 2.1% organic net sales decrease compared to the same period in 2023.
See “Cautionary factors regarding forward-looking statements.” Overview For the fiscal year ended December 31, 2025, we recorded net sales of $6,552.2 million, net loss of $530.2 million, Adjusted EBITDA of $1,069.4 million and Adjusted Operating Income of $957.8 million. Net sales declined 3.4% which included 2.8% organic net sales decrease compared to the same period in 2024.
We are subject to certain financial covenants that, if not met, could put us in default of our debt agreements The receivables facility and our senior secured credit facilities contain certain customary covenants, including a financial covenant. That covenant becomes applicable in periods when we have drawn more than 35% of our revolving credit facility.
We are subject to certain financial covenants that, if not met, could put us in default of our debt agreements The revolving credit facility and our senior secured credit facilities contain certain customary covenants, including financial covenants.
Adjusted EBITDA and Adjusted EBITDA margin For reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to net income and net income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP measures.” (dollars in millions) Year ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 Adjusted EBITDA $ 1,198.8 $ 1,309.1 $ 1,570.7 $ (110.3) $ (261.6) Adjusted EBITDA margin 17.7 % 18.8 % 20.9 % (110) bps (210) bps In 2024, Adjusted EBITDA decreased $110.3 million or 8.4%, which included a favorable foreign currency translation impact of $3.3 million or 0.3%.
Adjusted EBITDA and Adjusted EBITDA margin For reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to net (loss) income and net (loss) income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.” (dollars in millions) Year ended December 31, Change 2025 2024 Adjusted EBITDA $ 1,069.4 $ 1,198.8 $ (129.4) Adjusted EBITDA margin 16.3 % 17.7 % (140) bps 35 Adjusted EBITDA decreased $129.4 million or 10.8%, which included a favorable foreign currency translation impact of $16.4 million or 1.3%.
The Clinical Services business has not been classified as a discontinued operation as it did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.
The Clinical Services business was not classified as a discontinued operation as it did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. We have been impacted by inflationary pressures We have experienced inflationary pressures across all of our cost categories.
Additional detail about the terms of our indebtedness may be found in note 14 to our consolidated financial statements beginning on page F-1 of this report. Our credit facilities provide us access to up to $1,222.6 million of borrowing capacity.
Additional detail about the terms of our indebtedness may be found in note 14 to our consolidated financial statements beginning on page F-1 of this report. Our credit facilities provide us access to up to $1,400.0 million of borrowing capacity. We have entered into a revolving credit facility that provide us access to cash to fund short-term business needs.
When applicable, we may not have total borrowings in excess of 43 a pro forma net leverage ratio, as defined. This covenant was not applicable at December 31, 2024, and our historical net leverage has been below the covenant requirement.
We may not have total borrowings and total interest expense in excess of a pro forma net leverage ratio and pro forma consolidated interest coverage ratio, as defined, respectively. At December 31, 2025, our net leverage and consolidated interest coverage ratio has been within the covenant requirement.
In the Bioscience Production segment, Adjusted Operating Income declined $43.7 million or 7.3%. The impact of foreign currency translation impact was immaterial. The decrease was driven primarily by lower sales volume, unfavorable product mix and higher annual incentive compensation expenses, partially offset by savings from our cost transformation initiative.
The decrease was primarily driven by the divestiture of our Clinical Services business, lower sales volume and inflationary pressures, partially offset by savings from our cost transformation initiative and lower annual incentive compensation expense. In the Bioscience Production segment, Adjusted Operating Income declined $40.4 million or 7.2% or 8.0% when adjusted for favorable foreign currency translation impact.
Costs included in this caption are specific to employee severance, site-related exit costs, and contract termination costs. The expenses recognized in 2024 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative. 4. Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors. 5.
Reflects the incremental expenses incurred in the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption are specific to employee severance, site-related exit costs, and contract termination costs. These expenses recognized in 2024 & 2025 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative. 2.
Costs included in this caption are specific to employee severance, site-related exit costs, and contract termination costs. The expenses recognized in 2024 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative. 4. Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors. 5.
Reflects the incremental expenses incurred in the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption are specific to employee severance, site-related exit costs, and contract termination costs. These expenses recognized in 2024 & 2025 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative. 2.
Our senior secured credit facilities require or may require us to make certain principal repayments prior to maturity We are required to make quarterly payments on our senior secured credit facilities, with the balance due on the maturity date.
At December 31, 2025 and 2024, substantially all of Avantor, Inc.’s net assets were subject to those restrictions. Our senior secured credit facilities require or may require us to make certain principal repayments prior to maturity We are required to make quarterly payments on our senior secured credit facilities, with the balance due on the maturity date.
The following table presents the reconciliation of net income and net income margin to Adjusted Operating Income and Adjusted Operating Income margin, respectively: (dollars in millions, % based on net sales) Year ended December 31, 2024 2023 2022 $ % $ % $ % Net income $ 711.5 10.5 % $ 321.1 4.6 % $ 686.5 9.1 % Interest expense, net 218.8 3.2 % 284.8 4.1 % 265.8 3.5 % Income tax expense 142.4 2.1 % 89.4 1.3 % 164.6 2.2 % Loss on extinguishment of debt 10.9 0.2 % 6.9 0.1 % 12.5 0.2 % Other (expense) income, net 1.2 — % (5.8) (0.1) % 0.8 — % Operating income 1,084.8 16.0 % 696.4 10.0 % 1,130.2 15.0 % Amortization 299.8 4.4 % 307.7 4.4 % 318.3 4.2 % Integration-related expenses 1 — — % 7.6 0.1 % 19.2 0.3 % Purchase accounting adjustments 2 — — % — — % 9.4 0.2 % Restructuring and severance charges 3 82.8 1.2 % 26.5 0.4 % 3.5 — % Transformation expenses 4 58.9 0.9 % 5.4 0.1 % — — % Reserve for certain legal matters, net 5 9.2 0.2 % 7.1 0.1 % — — % Other 6 0.9 — % 0.3 — % (3.3) — % Impairment charges 7 — — % 160.8 2.3 % — — % Gain on sale of business 8 (446.6) (6.6) % — — % — — % Adjusted Operating Income $ 1,089.8 16.1 % $ 1,211.8 17.4 % $ 1,477.3 19.7 % 1.
As described in note 17 to our consolidated financial statements beginning on F-1 of this report. 37 The following table presents the reconciliation of net (loss) income and net (loss) income margin to Adjusted Operating Income and Adjusted Operating Income margin, respectively: (dollars in millions, % based on net sales) Year ended December 31, 2025 2024 $ % $ % Net (loss) income $ (530.2) (8.1) % $ 711.5 10.5 % Interest expense, net 169.8 2.5 % 218.8 3.2 % Income tax expense 88.9 1.3 % 142.4 2.1 % Loss on extinguishment of debt 4.6 0.1 % 10.9 0.2 % Other (expense) income, net 20.7 0.4 % 1.2 — % Operating (loss) income (246.2) (3.8) % 1,084.8 16.0 % Amortization 301.1 4.6 % 299.8 4.4 % Restructuring and severance charges 1 29.8 0.5 % 82.8 1.2 % Transformation expenses 2 61.7 1.0 % 58.9 0.9 % Reserve for certain legal matters, net 3 7.3 0.1 % 9.2 0.2 % Other 4 14.0 0.1 % 0.9 — % Impairment charges 5 785.0 12.0 % — — % Gain on sale of business 6 5.1 0.1 % (446.6) (6.6) % Adjusted Operating Income $ 957.8 14.6 % $ 1,089.8 16.1 % 1.
Testing goodwill and other intangible assets for impairment We carry significant amounts of goodwill and other intangible assets on our consolidated balance sheet. At December 31, 2024, the combined carrying value of goodwill and other intangible assets, net of accumulated amortization and impairment charges, was $8,899.4 million or 73% of our total assets.
At December 31, 2025, the combined carrying value of goodwill and other intangible assets, net of accumulated amortization and impairment charges, was $8,180.7 million or 69% of our total assets.
Our U.S. business has significant liquidity via our unused working capital facilities, which satisfy our day-to-day cash operating needs. 41 Historical cash flows The following table presents a summary of cash provided by (used in) various activities: (in millions) Year ended December 31, Change 2024 2023 Operating activities: Net income $ 711.5 $ 321.1 $ 390.4 Non-cash items 1 81.9 533.0 (451.1) Working capital changes 2 89.9 (21.3) 111.2 All other (42.5) 37.2 (79.7) Total $ 840.8 $ 870.0 $ (29.2) Investing activities: Capital expenditures $ (148.8) $ (146.4) $ (2.4) Cash proceeds from sale of disposal group, net of cash and cash equivalents sold 585.2 — 585.2 Other 2.5 2.7 (0.2) Total $ 438.9 $ (143.7) $ 582.6 Financing activities (1,281.2) (843.7) (437.5) 1.
Our U.S. operations also benefit from substantial liquidity available under our credit facilities, which support our day‑to‑day operating cash needs. 39 Historical cash flows The following table presents a summary of cash provided by (used in) various activities: (in millions) Year ended December 31, Change 2025 2024 Operating activities: Net (loss) income $ (530.2) $ 711.5 $ (1,241.7) Non-cash items 1 1,354.2 81.9 1,272.3 Working capital changes 2 (53.0) 89.9 (142.9) All other (147.2) (42.5) (104.7) Total $ 623.8 $ 840.8 $ (217.0) Investing activities: Capital expenditures $ (128.8) $ (148.8) $ 20.0 Cash proceeds from sale of disposal group, net — 585.2 (585.2) Other (1.7) 2.5 (4.2) Total $ (130.5) $ 438.9 $ (569.4) Financing activities (409.4) (1,281.2) 871.8 1.
Lower sales volumes along with unfavorable product mix drove Adjusted EBITDA margin contraction and Adjusted Operating Income margin contraction. 33 Net sales (in millions) Year ended December 31, Reconciliation of net sales growth (decline) to organic net sales growth (decline) Net sales growth (decline) Foreign currency impact Divestiture impact Organic net sales growth (decline) 2024 2023 Laboratory Solutions $ 4,610.1 $ 4,738.3 $ (128.2) $ 5.5 $ (42.4) $ (91.3) Bioscience Production 2,173.5 2,228.9 (55.4) 1.8 — (57.2) Total $ 6,783.6 $ 6,967.2 $ (183.6) $ 7.3 $ (42.4) $ (148.5) Net sales decreased $183.6 million or 2.6%, which included $7.3 million or 0.1% of favorable foreign currency translation impact and $42.4 million or 0.6% of impact related to our Clinical Services divestiture.
Net sales (in millions) Year ended December 31, Reconciliation of net sales growth (decline) to organic net sales growth (decline) Net sales growth (decline) Foreign currency impact Divestiture impact Organic net sales growth (decline) 2025 2024 Laboratory Solutions $ 4,399.7 $ 4,610.1 $ (210.4) $ 86.0 $ (147.9) $ (148.5) Bioscience Production 2,152.5 2,173.5 (21.0) 18.7 — (39.7) Total $ 6,552.2 $ 6,783.6 $ (231.4) $ 104.7 $ (147.9) $ (188.2) Net sales decreased $231.4 million or 3.4%, which included $104.7 million or 1.6% of favorable foreign currency translation impact and $147.9 million or 2.2% of impact related to our Clinical Services divestiture.
Contractual obligations The following table presents our contractual obligations at December 31, 2024: (in millions) Payments due by period Total Short-Term Long-Term Debt: Principal (1)(2) $ 4,077.8 $ 821.1 $ 3,256.7 Interest (1) 536.9 159.2 377.7 Operating leases 236.1 37.8 198.3 Purchase obligations (3) 326.6 113.6 213.0 Other liabilities: Underfunded defined benefit plans (4) 92.0 6.2 85.8 Transition tax payments (5) 19.3 19.3 — Other 4.7 1.1 3.6 Total $ 5,293.4 $ 1,158.3 $ 4,135.1 (1) Includes finance lease liabilities.
Contractual obligations The following table presents our contractual obligations at December 31, 2025: (in millions) Payments due by period Total Short-Term Long-Term Debt: Principal (1)(2) $ 3,967.9 $ 30.8 $ 3,937.1 Interest (1) 602.9 166.7 436.2 Operating leases 245.7 43.0 202.7 Purchase obligations (3) 223.4 113.0 110.4 Other liabilities: Underfunded defined benefit plans (4) 94.2 6.7 87.5 Other 4.7 1.2 3.5 Total $ 5,138.8 $ 361.4 $ 4,777.4 (1) Includes finance lease liabilities.
The remaining decline of $266.9 million or 17.0% was driven primarily by lower gross profit, partially offset by reduced operating expenses and lower distribution costs. 36 Adjusted Operating Income and Adjusted Operating Income margin For a reconciliation of Adjusted Operating Income and Adjusted Operating Income margin to net income and net income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.” (dollars in millions) Year ended December 31, Change 2024 2023 Adjusted Operating Income: Laboratory Solutions $ 598.0 $ 668.3 $ (70.3) Bioscience Production 558.2 601.9 (43.7) Corporate (66.4) (58.4) (8.0) Total $ 1,089.8 $ 1,211.8 $ (122.0) Adjusted Operating Income margin 16.1 % 17.4 % (130) bps Adjusted Operating Income decreased $122.0 million or 10.1%, which included an unfavorable foreign currency translation impact of $1.3 million or 0.1%.
Adjusted Operating Income and Adjusted Operating Income margin For reconciliations of Adjusted Operating Income and Adjusted Operating Income margin to net (loss) income and net (loss) income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.” (dollars in millions) Year ended December 31, Change 2025 2024 Adjusted Operating Income: Laboratory Solutions $ 510.4 $ 598.0 $ (87.6) Bioscience Production 517.8 558.2 (40.4) Corporate (70.4) (66.4) (4.0) Total $ 957.8 $ 1,089.8 $ (132.0) Adjusted Operating Income margin 14.6 % 16.1 % (150) bps Adjusted Operating Income decreased $132.0 million or 12.1%, which included a favorable foreign currency translation impact of $13.5 million or 1.2%.
Our discussion of critical accounting policies and estimates is intended to supplement, not duplicate, our summary of significant accounting policies so that readers will have greater insight into the uncertainties involved in these areas. For a summary of all of our significant accounting policies, see note 2 to our consolidated financial statements beginning on page F-1 of this report.
For all of these policies, we caution that future events rarely develop exactly as forecasted, and such estimates naturally require adjustment. Our discussion of critical accounting policies and estimates is intended to supplement, not duplicate, our summary of significant accounting policies so that readers will have greater insight into the uncertainties involved in these areas.
The movement of the U.S. dollar against those functional currencies, particularly the Euro, has caused significant variability in our results and may continue to do so in the future. See Part I, Item 7A, “Quantitative and qualitative disclosures about market risk.” Key indicators of performance and financial condition To evaluate our performance, we monitor a number of key indicators.
The movement of the U.S. dollar against those functional currencies, particularly the Euro, has caused significant variability in our results and may continue to do so in the future.
The fair value of our awards would have differed had we selected different peer companies or used a different technique to estimate volatility. Increasing our expected volatility assumption by 5 percentage points for all stock options at the date of grant would have increased our 2024 stock-based compensation expense by $1.1 million.
Increasing our expected volatility assumption by 5 percentage points for all stock options at the date of grant would have increased our 2025 stock-based compensation expense by $0.9 million. Estimating the net realizable value of inventories We value our inventories at the lower of cost or net realizable value.
Those estimates and assumptions are based on our best estimates and judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and known facts and circumstances. We adjust our estimates and assumptions when we believe the facts and circumstances warrant an adjustment.
We evaluate our estimates and assumptions on an ongoing basis using historical experience and known facts and circumstances. We adjust our estimates and assumptions when we believe the facts and circumstances warrant an adjustment. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates.
To calculate payments for principal and interest, we assumed that variable interest rates, foreign currency exchange rates and outstanding borrowings under credit facilities were unchanged from December 31, 2024 through maturity. Further, we have not considered any interest obligation on our receivables facility.
To calculate payments for principal and interest, we assumed that variable interest rates, foreign currency exchange rates and outstanding borrowings under credit facilities were unchanged from December 31, 2025 through maturity. For the variable interest rates and principal amounts used, see note 14 to our consolidated financial statements beginning on page F-1 of this report.
Certain of the debt agreements entered into by our wholly-owned subsidiary, Avantor Funding, Inc., prevent it from paying dividends or making other payments to Avantor, Inc., subject to limited exceptions. At December 31, 2024 and 2023, substantially all of Avantor, Inc.’s net assets were subject to those restrictions.
See the section entitled “Liquidity” for additional information. Our indebtedness restricts us from paying dividends to common stockholders. Certain of the debt agreements entered into by our wholly-owned subsidiary, Avantor Funding, Inc., prevent it from paying dividends or making other payments to Avantor, Inc., subject to limited exceptions.
As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates. 44 We consider the policies and estimates discussed below to be critical to an understanding of our financial statements because their application places the most significant demands on our judgment.
We consider the policies and estimates discussed below to be critical to an understanding of our financial statements because their application places the most significant demands on our judgment. Specific risks for these critical accounting policies are described in the following sections.
Represents charges and legal costs, net of recoveries, in connection with certain litigation and other contingencies that are unrelated to our core operations and not reflective of on-going business and operating results. 6. Represents other stock-based compensation expense (benefit). 7. As described in notes 10 and 11 to our consolidated financial statements beginning on F-1 of this report. 8.
Represents other stock-based compensation expense (benefit), $6.7 million of severance and transition costs associated with the replacement of our Chief Executive Officer in 2025, and other costs. 5. As described in notes 10 and 11 to our consolidated financial statements beginning on F-1 of this report. 6.
(5) Represents our transition tax obligation due over eight years to transition to the modified territorial tax system under U.S. income tax legislation issued in 2017. Critical accounting policies and estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements.
Critical accounting policies and estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Those estimates and 42 assumptions are based on our best estimates and judgment.
Represents charges and legal costs, net of recoveries, in connection with certain litigation and other contingencies that are unrelated to our core operations and not reflective of on-going business and operating results. 6. Represents net foreign currency (gain) loss from financing activities and other stock-based compensation expense (benefit). 7.
Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors. 3. Represents charges and legal costs, net of recoveries, in connection with certain litigation and other contingencies that are unrelated to our core operations and not reflective of on-going business and operating results. 4.
The sales decline was driven primarily by decreased demand in biopharma and healthcare end markets. In the Bioscience Production segment, net sales decreased $55.4 million or 2.5%, which included $1.8 million or 0.1% of favorable foreign currency translation impact. Organic net sales decreased $57.2 million or 2.6%.
The sales decline was primarily driven by decreased demand for consumables and equipment and instrumentation from our Total Science Solutions business due to the uncertainty around funding and increased competitive intensity. In the Bioscience Production segment, net sales decreased $21.0 million or 1.0%, which included $18.7 million or 0.8% of favorable foreign currency translation impact.
For the variable interest rates and principal amounts used, see note 14 to our consolidated financial statements beginning on page F-1 of this report. (2) Our senior secured credit facilities would require us to accelerate our principal repayments should we generate excess cash flows, as defined, in future periods.
(2) Our senior secured credit facilities would require us to accelerate our principal repayments should we generate excess cash flows, as defined, in future periods. (3) Purchase obligations for certain products and services are made in the normal course of business to meet operating needs.
In 2023, operating income decreased primarily from lower gross profit, as previously discussed, as well as higher operating expenses driven by asset impairment charges recorded in 2023, accrual of a long-term retention incentive, inflation and investments made to grow the business, partially offset by lower accruals related to incentive compensation. 35 Net income (in millions) Year ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 Operating income $ 1,084.8 $ 696.4 $ 1,130.2 $ 388.4 $ (433.8) Interest expense, net (218.8) (284.8) (265.8) 66.0 (19.0) Loss on extinguishment of debt (10.9) (6.9) (12.5) (4.0) 5.6 Other (expense) income, net (1.2) 5.8 (0.8) (7.0) 6.6 Income tax expense (142.4) (89.4) (164.6) (53.0) 75.2 Net income $ 711.5 $ 321.1 $ 686.5 $ 390.4 $ (365.4) In 2024, net income increased primarily due to higher operating income, as previously discussed, as well as lower interest expense due to debt repayments on our variable-rate debt, partially offset by higher income tax expense due to higher income before income taxes.
Net (loss) income (in millions) Year ended December 31, Change 2025 2024 Operating (loss) income $ (246.2) $ 1,084.8 $ (1,331.0) Interest expense, net (169.8) (218.8) 49.0 Loss on extinguishment of debt (4.6) (10.9) 6.3 Other (expense) income, net (20.7) (1.2) (19.5) Income tax expense (88.9) (142.4) 53.5 Net (loss) income $ (530.2) $ 711.5 $ (1,241.7) Net (loss) income decreased primarily due to lower operating income, as previously discussed, and pension termination charges, partially offset by lower interest expense resulting from debt repayments made over the last twelve months and lower income tax expense driven by reduced income before income taxes.
Free cash flow (in millions) Year ended December 31, Change 2024 2023 Net cash provided by operating activities $ 840.8 $ 870.0 $ (29.2) Capital expenditures (148.8) (146.4) (2.4) Divestiture-related transaction expenses and taxes paid 76.3 — 76.3 Free cash flow $ 768.3 $ 723.6 $ 44.7 42 Free cash flow was $44.7 million higher in 2024 driven by changes in cash flows from operating activities noted above.
Financing activities provided $871.8 million more cash in 2025, primarily due to lower net debt repayments during the year, partially offset by payments for the repurchase of common stock in 2025 and a decrease in proceeds from stock option exercises compared to the prior year. 40 Free cash flow (in millions) Year ended December 31, Change 2025 2024 Net cash provided by operating activities $ 623.8 $ 840.8 $ (217.0) Capital expenditures (128.8) (148.8) 20.0 Divestiture-related transaction expenses and taxes paid 1.4 76.3 (74.9) Free cash flow $ 496.4 $ 768.3 $ (271.9) Free cash flow was $271.9 million lower in 2025 driven by changes in cash flows from operating activities noted above, partially offset by a decrease in capital expenditures.
These valuation methods require management to make various assumptions, including, but not limited to, future profitability, cash flows, discount rates, weighting of valuation methods and the selection of comparable publicly traded companies. Our estimates are based on historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential.
These valuation methods require management to make various assumptions, including, but not limited to, future profitability, cash flows, including revenues, gross margin, SG&A expenses, capital expenditures, and investments in debt free net working capital, current market assumptions for the discount rates, weighting of valuation methods and the selection of comparable publicly traded companies.
The remaining decline of $270.8 million or 18.4% is discussed below. In the Laboratory Solutions segment, Adjusted Operating Income declined $96.4 million or 12.6%, or 13.1% when adjusted for favorable foreign currency translation impact. The decrease was driven by lower sales volume and unfavorable product mix, partially offset by reduced operating expenses and distribution costs.
The remaining decline of $145.5 million or 13.3% is discussed below. In the Laboratory Solutions segment, Adjusted Operating Income declined $87.6 million or 14.6%, or 16.2% when adjusted for favorable foreign currency translation impact.
The remaining decline of $113.6 million or 8.7% was driven primarily by lower gross profit and higher annual incentive compensation expenses, partially offset by savings from our cost transformation initiative. In 2023, Adjusted EBITDA decreased $261.6 million or 16.7%, which included a favorable foreign currency translation impact of $5.3 million or 0.3%.
The remaining decline of $145.8 million or 12.1% was primarily driven by the divestiture of our Clinical Services business and lower gross profit, as previously discussed, partially offset by savings from our cost transformation initiative and lower annual incentive compensation expense.
We believe that cash generated by operations, together with available liquidity under our credit facilities, will be adequate to meet our current and expected needs for cash prior to the maturity of our debt, although no assurance can be given in this regard. 40 Liquidity The following table presents our primary sources of liquidity: (in millions) December 31, 2024 Receivables facility Revolving credit facility Total Unused availability under credit facilities: Capacity $ 247.6 $ 975.0 $ 1,222.6 Undrawn letters of credit outstanding (15.3) (3.1) (18.4) Outstanding borrowings (125.0) — (125.0) Unused availability $ 107.3 $ 971.9 1,079.2 Cash and cash equivalents 261.9 Total liquidity $ 1,341.1 Our availability under our receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable.
We believe that cash generated by operations, together with available liquidity under our credit facilities, will be adequate to meet our current and expected needs for cash prior to the maturity of our debt, although no assurance can be given in this regard.
The remaining decline of $120.7 million or 10.0% is discussed below. In the Laboratory Solutions segment, Adjusted Operating Income declined $70.3 million or 10.5%, or 10.2% when adjusted for unfavorable foreign currency translation impact. The decrease was driven primarily by lower sales volume and higher annual incentive compensation expenses, partially offset by savings from our cost transformation initiative.
The decrease was primarily driven by lower sales volume, unfavorable manufacturing variances and higher freight costs, partially offset by commercial excellence, savings from our cost transformation initiative and lower annual incentive compensation expense. In Corporate, Adjusted Operating Income decreased $4.0 million due to various immaterial factors.
Operating income (in millions) Year ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 Gross profit $ 2,279.3 $ 2,363.8 $ 2,602.8 $ (84.5) $ (239.0) Operating expenses (excluding impairment charges & gain on sale of business) 1,641.1 1,506.6 1,472.6 134.5 34.0 Impairment charges — 160.8 — (160.8) 160.8 Gain on sale of business (446.6) — — (446.6) — Operating income $ 1,084.8 $ 696.4 $ 1,130.2 $ 388.4 $ (433.8) In 2024, operating income increased primarily from the gain on sale of our Clinical Services business and the absence of impairment charges in 2024, partially offset by lower gross profit as previously discussed, higher operating expenses driven by restructuring and severance charges, transformation expenses, and annual incentive compensation expenses.
Gross margin Year ended December 31, Change 2025 2024 Gross margin 32.7 % 33.6 % (90) bps Gross margin decreased 90 basis points primarily due to inflationary pressures, higher freight costs, unfavorable manufacturing variances, unfavorable product mix and the divestiture of our Clinical Services business, partially offset by lower inventory reserves. 34 Operating (loss) income (in millions) Year ended December 31, Change 2025 2024 Gross profit $ 2,139.4 $ 2,279.3 $ (139.9) Operating expenses (excluding impairment charges & gain on sale of business) 1,595.5 1,641.1 (45.6) Impairment charges 785.0 — 785.0 Gain on sale of business 5.1 (446.6) 451.7 Operating (loss) income $ (246.2) $ 1,084.8 $ (1,331.0) Operating (loss) income decreased primarily due to a non-cash impairment charge recorded in our Distribution reporting unit, the absence of the gain on sale of our Clinical Services business recognized in the prior year, and lower gross profit, as previously discussed.
We believe that we have sufficient capital resources to meet our liquidity needs. At December 31, 2024, $217.7 million or 83% of our cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply.
Liquidity The following table presents our primary sources of liquidity: (in millions) December 31, 2025 Unused availability under our revolving credit facility: Capacity $ 1,400.0 Undrawn letters of credit outstanding (19.5) Unused availability $ 1,380.5 Cash and cash equivalents 365.4 Total liquidity $ 1,745.9 At December 31, 2025, $243.1 million or 67% of our cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply.
Weighing the different value indications involves judgment about their relative usefulness and comparability to the reporting unit. We did not record any impairment charges as a result of our October 1, 2024 impairment testing.
Weighing the different value indications involves judgment about their relative usefulness and comparability to the reporting unit. As a result of sustained decreases in our publicly quoted share price and market capitalization as well as changes in the operating results of our Distribution reporting unit, we conducted an interim test of our goodwill as of September 30, 2025.
As described in note 4 to our consolidated financial statements beginning on F-1 of this report. Liquidity and capital resources We fund short-term cash requirements primarily from operating cash flows, while most of our long-term financing is from indebtedness, which we use to finance transactions outside of our normal operations.
Liquidity and capital resources We fund short-term cash requirements primarily from operating cash flows and credit facilities. The majority of our long-term financing is from indebtedness. Our most significant contractual obligations are scheduled principal and interest payments for indebtedness.
Years ended December 31, 2024, 2023 and 2022 Executive summary (dollars in millions) Year ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 Net sales $ 6,783.6 $ 6,967.2 $ 7,512.4 $ (183.6) $ (545.2) Gross margin 33.6 % 33.9 % 34.6 % (30) bps (70) bps Operating income $ 1,084.8 $ 696.4 $ 1,130.2 $ 388.4 $ (433.8) Operating income margin 16.0 % 10.0 % 15.0 % 600 bps (500) bps Net income $ 711.5 $ 321.1 $ 686.5 $ 390.4 $ (365.4) Net income margin 10.5 % 4.6 % 9.1 % 590 bps (450) bps Adjusted EBITDA $ 1,198.8 $ 1,309.1 $ 1,570.7 $ (110.3) $ (261.6) Adjusted EBITDA margin 17.7 % 18.8 % 20.9 % (110) bps (210) bps Adjusted Operating Income $ 1,089.8 $ 1,211.8 $ 1,477.3 $ (122.0) $ (265.5) Adjusted Operating Income margin 16.1 % 17.4 % 19.7 % (130) bps (230) bps In 2024, the net sales decline was driven by decreases in both segments primarily due to reduced customer demand.
Years ended December 31, 2025 and 2024 Executive summary (dollars in millions) Year ended December 31, Change 2025 2024 Net sales $ 6,552.2 $ 6,783.6 $ (231.4) Gross margin 32.7 % 33.6 % (90) bps Operating (loss) income $ (246.2) $ 1,084.8 $ (1,331.0) Operating (loss) income margin (3.8) % 16.0 % (1,980) bps Net (loss) income $ (530.2) $ 711.5 $ (1,241.7) Net (loss) income margin (8.1) % 10.5 % (1,860) bps Adjusted EBITDA $ 1,069.4 $ 1,198.8 $ (129.4) Adjusted EBITDA margin 16.3 % 17.7 % (140) bps Adjusted Operating Income $ 957.8 $ 1,089.8 $ (132.0) Adjusted Operating Income margin 14.6 % 16.1 % (150) bps For the year ended December 31, 2025, net sales declined primarily due to the divestiture of our Clinical Services business within our Advanced Lab Services business and reduced customer demand in the Total Science Solutions business, both of which impacted the Laboratory Solutions segment.
The change was primarily attributable to the proceeds received from the sale of our Clinical Services business. Financing activities used $437.5 million more cash in 2024 primarily due to higher debt repayments in the current year, partially offset by higher proceeds received from stock option exercises in 2024.
The change was primarily due to higher net working capital requirements, increased customer rebate payments and higher incentive compensation payments made in 2025 related to fiscal year 2024. Investing activities provided $569.4 million less cash in 2025, primarily due to the absence of proceeds from the sale of our Clinical Services business, which were received in the prior year.
As described in notes 10 and 11 to our consolidated financial statements beginning on F-1 of this report. 8. As described in note 4 to our consolidated financial statements beginning on F-1 of this report. 9. As described in note 17 to our consolidated financial statements beginning on F-1 of this report.
The amount reported in 2024 reflects the gain on the sale of our Clinical Services business. The amount reported in 2025 reflects post‑closing purchase price adjustments related to that sale. The sale of the Clinical Services business is further described in note 4 to our consolidated financial statements beginning on page F‑1 of this report.
Removed
Our business continues to be impacted by the transition from the global COVID-19 pandemic Customer demand and required inventory levels continue to normalize in the transition from the COVID-19 pandemic. The transition from the outbreak continued to impact the full year results of our two segments, as described further in the “Results of operations” section.
Added
We have expanded this initiative and now expect to generate approximately $400 million in run rate gross savings by the end of 2027. We refinanced our debt and increased our liquidity In the fourth quarter of 2025, we issued €400.0 million and €550.0 million of senior secured term loans, maturing in October 2030 and October 2032, respectively.
Removed
We have been impacted by supply chain constraints and inflationary pressures 30 We have experienced inventory fluctuations and build up at customers as a result of global supply chain disruptions and have experienced inflationary pressures across all of our cost categories.
Added
These loans bear interest at EURIBOR plus 150 basis points and EURIBOR plus 250 basis points, respectively. The proceeds from these issuances, along with cash on hand, were used to repay our outstanding U.S. dollar term loans B-6, Euro term loans B-4, Euro term loans B-5, the remaining 2.625% secured notes, and the receivables facility.
Removed
We increased our liquidity and mitigated the impact of interest rate volatility In June 2023, we amended the revolving credit facility to increase its funding limit up to $975.0 million and extended the term to June 29, 2028.
Added
In connection with the refinancing, we amended our revolving credit facility to obtain an additional $425.0 million in available funding, increasing the total availability under the facility to $1,400.0 million.
Removed
In 2024, we made prepayments of $690.0 million and $526.4 million on U.S. dollar term loan B-6 and Euro term loan B-4, respectively, which reduced our variable-rate debt.
Added
See Part I, Item 7A, “Quantitative and qualitative disclosures about market risk.” Our results may be impacted by changes in trade policy The imposition of tariffs and other trade restrictions by the U.S., as well as reciprocal trade restrictions imposed by other countries, could adversely affect global economies, financial markets and the overall environment in which we do business.
Removed
Volume declines and inflationary pressures, partially offset by savings from our cost transformation initiative, contributed to contraction in gross margin and gross profit. Operating income was driven primarily by the gain on sale of our Clinical Services business.
Added
Goodwill impairment related to our Distribution reporting unit In the third quarter of 2025, we recorded a goodwill impairment charge of $785.0 million related to our Distribution reporting unit, formerly referred to as our Buy Sell reporting unit.
Removed
Lower gross profit and higher annual incentive compensation expenses, partially offset by savings from our cost transformation initiative, drove Adjusted EBITDA and Adjusted Operating Income margin contraction. In 2023, the net sales decline was driven primarily by reduced customer demand, the impact of customer destocking, and COVID-19 related headwinds.
Added
This impairment was primarily driven by sustained decreases in our publicly quoted share price and market capitalization, as well as changes in operating results. While the impairment is a non-cash charge, it reflects underlying business conditions that may continue to affect our future results.
Removed
Unfavorable product mix and inflationary pressures contributed to contraction in gross margin. Operating income was driven primarily by asset impairment charges recorded in 2023.
Added
We are actively implementing initiatives and evaluating strategic actions to mitigate these pressures. 31 Key indicators of performance and financial condition To evaluate our performance, we monitor a number of key indicators.
Removed
The sales decline was driven primarily by decreased demand in biopharma and healthcare end markets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−1 removed4 unchanged
Biggest changeWe have also issued fixed-rate secured and unsecured notes. None of our other financial instruments are subject to material interest rate risk. At December 31, 2024, we had borrowings of $617.7 million under our senior secured credit facilities and our receivables facility.
Biggest changeWe have also issued fixed-rate secured and unsecured notes. None of our other financial instruments are subject to material interest rate risk. At December 31, 2025, we had borrowings of $1,114.4 million under our senior secured credit facilities. Borrowings under these facilities bear interest at variable rates based on prevailing EURIBOR and SOFR rates in the financial markets.
For example, an optional debt repayment of €100 million on December 31, 2024 and December 31, 2023, with a 10% weakening of the U.S. dollar would have caused us to pay an additional $10.3 million and $11.1 million, respectively, to extinguish that debt.
For example, an optional debt repayment of €100 million on December 31, 2025 and December 31, 2024, with a 10% weakening of the U.S. dollar would have caused us to pay an additional $11.7 million and $10.3 million, respectively, to extinguish that debt.
At December 31, 2023, a 100 basis point increase to the applicable variable rates of interest would have increased the amount of interest by $11.4 million per annum. Our senior secured notes and senior unsecured notes bear interest at fixed rates, so their fair value will increase if interest rates fall and decrease if interest rates rise.
At December 31, 2024, a 100 basis point increase to the applicable variable rates of interest would have increased the amount of interest by $5.2 million per annum. Our senior secured notes and senior unsecured notes bear interest at fixed rates, so their fair value will increase if interest rates fall and decrease if interest rates rise.
This does not result in any material risks from an earnings perspective because the exposure from these instruments is substantially hedged by offsetting exposures from intercompany borrowing arrangements.
This does not result in any material risks from an earnings perspective because the exposure from these instruments is substantially hedged by offsetting exposures from intercompany borrowing arrangements and from our derivative and hedging instruments.
For the year ended December 31, 2023, a 10% strengthening of the U.S. dollar compared to all other currencies would have increased net income by $17.5 million and decreased Adjusted Operating Income by $19.6 million. Interest rate risk We carry debt that exposes us to interest rate risk. A portion of our debt consists of variable-rate instruments.
For the year ended December 31, 2024, a 10% strengthening of the U.S. dollar compared to all other currencies would have decreased net income by $16.2 million and decreased Adjusted Operating Income by $30.6 million. Interest rate risk We carry debt that exposes us to interest rate risk. A portion of our debt consists of variable-rate instruments.
At December 31, 2024, a 100 basis point decrease in the market rate of interest would have increased their aggregate fair value by $99.9 million. At December 31, 2023, a 100 basis point decrease in the market rate of interest would have increased their aggregate fair value by $130.6 million. Item 8.
At December 31, 2025, a 100 basis point decrease in the market rate of interest would have increased their aggregate fair value by $75.9 million. At December 31, 2024, a 100 basis point decrease in the market rate of interest would have increased their aggregate fair value by $99.9 million. 46 Item 8.
Changes to those market rates affect both the amount of cash we pay for interest and our reported interest expense. At December 31, 2024, a 100 basis point increase to the applicable variable rates of interest taking into account our interest rate swap would have increased the amount of interest by $5.2 million per annum.
Changes to those market rates affect both the amount of cash we pay for interest and our reported interest expense. At December 31, 2025, a 100 basis point increase to the applicable variable rates of interest would have increased the amount of interest by $11.1 million per annum.
For the year ended December 31, 2024, a 10% strengthening of the U.S. dollar compared to all other currencies would have decreased net income by $16.2 million and decreased Adjusted Operating 47 Income by $30.6 million.
For the year ended December 31, 2025, a 10% strengthening of the U.S. dollar compared to all other currencies would have decreased net income by $0.5 million and decreased Adjusted Operating Income by $26.2 million.
Removed
Borrowings under these facilities bear interest at variable rates based on prevailing LIBOR, EURIBOR and SOFR rates in the financial markets. At December 31, 2024, the Company had $100.0 million of interest rate swaps to convert variable rate interest to fixed rate interest.

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