UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
━━━━━━━━━
FORM 10-Q
━━━━━━━━━
For the quarterly period ended September 30, 2025
For the transition period from __________ to __________
Commission file number: 001-38912
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) (zip code)
(610 ) 386-1700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒ Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
On October 24, 2025, 681,814,859 shares of common stock, $0.01 par value per share, were outstanding.
Avantor, Inc. and subsidiaries
Form 10-Q for the quarterly period ended September 30, 2025
Table of contents
| Page | |||||
i
Glossary
Description | |||||
| the Company, we, us, our | Avantor, Inc. and its subsidiaries | ||||
| Adjusted EBITDA | our earnings or loss before interest, taxes, depreciation, amortization and certain other adjustments | ||||
| Adjusted Operating Income | our earnings or loss before interest, taxes, amortization and certain other adjustments | ||||
| Advanced Lab Services | Services and products designed to optimize and manage end-to-end laboratory operations for customers across industries such as biopharma, education, industrial, and technology sectors | ||||
| Annual Report | our annual report on Form 10-K for the year ended December 31, 2024 | ||||
| AOCI | accumulated other comprehensive income or loss | ||||
| Applied Solutions | Proprietary formulated solutions for semiconductor manufacturing, proprietary chemicals for healthcare, biopharma, and diagnostic applications as well as chemicals and PPE for industrial applications | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| Bioprocessing | Process ingredients and excipients, single use systems and integrated solutions, and controlled environment consumables used to support the production of biologic drugs and therapies | ||||
| CODM | chief operating decision maker | ||||
| EURIBOR | the basic rate of interest used in lending between banks on the European Union interbank market | ||||
| FASB | the Financial Accounting Standards Board of the United States | ||||
| GAAP | United States generally accepted accounting principles | ||||
| Laboratory Specialty Products | Proprietary chemicals and products for multiple industries, including biopharma, healthcare, industrial, mining, and education, among others | ||||
| long-term | period other than short-term | ||||
| OCI | other comprehensive income or loss | ||||
| RSU | restricted stock units represent awards that will vest annually and awards that contain performance and market conditions | ||||
| SEC | the United States Securities and Exchange Commission | ||||
| SG&A expenses | selling, general and administrative expenses | ||||
| short-term | period less than a year from the reporting date | ||||
| Silicones | Ultra-high purity medical and aerospace grade silicone formulations | ||||
| SOFR | secured overnight financing rate | ||||
| specialty procurement | product sales related to customer procurement services | ||||
| Total Science Solutions | Mission-critical consumables, chemicals, and equipment and instrumentation used by scientists in their labs | ||||
ii
Cautionary factors regarding forward-looking statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, including our cost transformation initiative, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “assumption,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “long-term,” “near-term,” “objective,” “opportunity,” “outlook,” “plan,” “potential,” “project,” “projection,” “prospects,” “seek,” “target,” “trend,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.
You should understand that the following important factors, in addition to those discussed under Part I, Item 1A “Risk Factors” in our Annual Report, as such risk factors may be updated from time to time in our periodic filings with the SEC and in this report, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:
•disruptions to our operations;
•competition from other industry providers;
•our ability to implement our strategies for improving growth and optimizing costs;
•our ability to anticipate and respond to changing industry trends;
•adverse trends in consumer, business, and government spending (including impacts from the U.S government shutdown that started in October 2025);
•our dependence on sole or limited sources for some essential materials and components;
•our ability to successfully value and integrate acquired businesses;
•our products’ satisfaction of applicable quality criteria, specifications and performance standards;
•our ability to maintain our relationships with key customers;
•our ability to maintain our relationships with distributors;
•our ability to maintain our customer base and our expected volume of customer orders;
iii
•our ability to maintain and develop relationships with drug manufacturers and contract manufacturing organizations;
•the impact of new laws, regulations, or other industry standards;
•changes in the interest rate environment that increase interest on our borrowings;
•adverse impacts from currency exchange rates or currency controls imposed by any government in major areas where we operate or otherwise or from potential changes in trade restrictions, tariffs and exchange controls;
•our ability to implement and improve processing systems and prevent a compromise of our information systems or personal data;
•our ability to protect our intellectual property and avoid third-party infringement claims;
•exposure to product liability and other claims in the ordinary course of business;
•our ability to develop new products responsive to the markets we serve;
•supply chain constraints and the availability of raw materials;
•our ability to source certain of our products from certain suppliers;
•our ability to contain costs in an inflationary environment;
•our ability to avoid negative outcomes related to the use of chemicals;
•our ability to maintain highly skilled employees;
•our ability to maintain a competitive workforce;
•adverse impact of impairment charges on our goodwill and other intangible assets;
•currency fluctuations and uncertainties related to doing business outside the United States;
•our ability to obtain and maintain required regulatory clearances or approvals, which may constrain the commercialization of submitted products;
•our ability to comply with environmental, health and safety laws and regulations, or the impact of any liability or obligation imposed under such laws or regulations;
•our indebtedness, which could adversely affect our financial condition or prevent us from fulfilling our debt or contractual obligations;
•our ability to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs; and
•our ability to maintain an effective system of internal control over financial reporting.
iv
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.
v
PART I — FINANCIAL INFORMATION
Item 1. Financial statements
Avantor, Inc. and subsidiaries
Index to unaudited condensed consolidated financial statements
| Page | |||||
1
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated balance sheets
(in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventory | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation and impairment charges of $ | |||||||||||
Other intangible assets, net (see note 7) | |||||||||||
Goodwill, net of accumulated impairment losses of $ | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Employee-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Debt, net of current portion | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (see note 9) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock including paid-in capital, | |||||||||||
Accumulated earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated statements of operations
(in millions, except per share data) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||
Operating (loss) income | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | ( | ( | |||||||||||||||||||
Other income (expense), net | ( | ||||||||||||||||||||||
(Loss) income before income taxes | ( | ( | |||||||||||||||||||||
Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(Loss) earnings per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated statements of comprehensive income or loss
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Other comprehensive (loss) income: | |||||||||||||||||||||||
Foreign currency translation — unrealized (loss) gain | ( | ||||||||||||||||||||||
| Derivative instruments: | |||||||||||||||||||||||
Unrealized gain (loss) | ( | ||||||||||||||||||||||
Reclassification of gain into earnings | ( | ( | ( | ( | |||||||||||||||||||
| Activity related to defined benefit plans: | |||||||||||||||||||||||
Unrealized (loss) gain | ( | ( | ( | ||||||||||||||||||||
Reclassification of loss into earnings | |||||||||||||||||||||||
Other comprehensive (loss) income before income taxes | ( | ( | |||||||||||||||||||||
| Income tax effect | ( | ||||||||||||||||||||||
Other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
Comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
4
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated statements of stockholders’ equity
(in millions) | Stockholders’ equity | ||||||||||||||||||||||||||||
| Common stock including paid-in capital | Accumulated earnings | AOCI | Total | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
Balance on June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Comprehensive loss | — | — | ( | ( | ( | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Stock option exercises and other common stock transactions | — | — | |||||||||||||||||||||||||||
Balance on September 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Balance on June 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Comprehensive income | — | — | |||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Stock option exercises and other common stock transactions | — | — | |||||||||||||||||||||||||||
Balance on September 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
5
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated statements of stockholders’ equity (continued)
(in millions) | Stockholders’ equity | ||||||||||||||||||||||||||||
| Common stock including paid-in capital | Accumulated earnings | AOCI | Total | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
Balance on December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Comprehensive (loss) income | — | — | ( | ( | |||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Stock option exercises and other common stock transactions | ( | — | — | ( | |||||||||||||||||||||||||
Balance on September 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Balance on December 31, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Comprehensive income (loss) | — | — | ( | ||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Stock option exercises and other common stock transactions | — | — | |||||||||||||||||||||||||||
Balance on September 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
6
Avantor, Inc. and subsidiaries
Unaudited condensed consolidated statements of cash flows
(in millions) | Nine months ended September 30, | ||||||||||
2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
Net (loss) income | $ | ( | $ | ||||||||
| Reconciling adjustments: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment charges | |||||||||||
Stock-based compensation expense | |||||||||||
Non-cash restructuring charges (see note 8) | |||||||||||
| Provision for accounts receivable and inventory | |||||||||||
Deferred income tax benefit | ( | ( | |||||||||
| Amortization of deferred financing costs | |||||||||||
| Loss on extinguishment of debt | |||||||||||
Foreign currency remeasurement loss | |||||||||||
| Pension termination charges | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventory | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued interest | ( | ( | |||||||||
| Other assets and liabilities | ( | ||||||||||
| Other | |||||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Other | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Debt borrowings | |||||||||||
| Debt repayments | ( | ( | |||||||||
| Proceeds received from exercise of stock options | |||||||||||
| Shares repurchased to satisfy employee tax obligations for vested stock-based awards | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Effect of currency rate changes on cash and cash equivalents | |||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
7
Avantor, Inc. and subsidiaries
Notes to unaudited condensed consolidated financial statements
1. Nature of operations and presentation of financial statements
We are a global manufacturer and distributor that provides products and services to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.
We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies.
Principles of consolidation
All intercompany balances and transactions have been eliminated from the financial statements.
Use of 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. Actual results could differ from those estimates.
2. New accounting standards
Income Taxes
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the existing income taxes guidance (ASC Topic 740) to require additional disclosures surrounding annual rate reconciliation, income taxes paid and other income tax related disclosures.
The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company will first apply this standard to its annual disclosures for the year ending December 31, 2025, which we expect will result in additional disclosures in the Company’s income taxes note to its financial statements, primarily through additional disclosures surrounding the annual rate reconciliation and income taxes paid.
Disaggregation of Income Statement Expenses (DISE)
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the income statement. The
8
new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of this standard on our financial statements.
Other
There were no other new accounting standards that we expect to have a material impact on our financial position or results of operations upon adoption.
3. Earnings per share
The following table presents the reconciliation of basic and diluted loss per share for the three and nine months ended September 30, 2025:
(in millions, except per share data) | Three months ended September 30, 2025 | Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||
Loss (numerator) | Weighted average shares outstanding (denominator) | Loss per share | Loss (numerator) | Weighted average shares outstanding (denominator) | Loss per share | ||||||||||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2024:
(in millions, except per share data) | Three months ended September 30, 2024 | Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||||
| Earnings (numerator) | Weighted average shares outstanding (denominator) | Earnings per share | Earnings (numerator) | Weighted average shares outstanding (denominator) | Earnings per share | ||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
9
4. Segment financial information
Our reporting segment structure consists of two reportable business segments: Laboratory Solutions and Bioscience Production. 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. Corporate costs are managed on a standalone basis, certain of which are allocated to our reportable segments.
Adjusted Operating Income is used by the CODM as the measure to evaluate segment profitability. The CODM uses this metric predominantly in the annual budget, forecasting and performance monitoring processes.
The following table presents information by reportable segment:
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Laboratory Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Bioscience Production | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Adjusted Operating Income: | |||||||||||||||||||||||
| Laboratory Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Bioscience Production | |||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(in millions) | |||||||||||||||||||||||
| Three months ended September 30, 2025 | Laboratory Solutions | Bioscience Production | Corporate | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of sales1 | |||||||||||||||||||||||
Adjusted operating expenses2 | |||||||||||||||||||||||
| Adjusted Operating Income | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine months ended September 30, 2025 | Laboratory Solutions | Bioscience Production | Corporate | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of sales1 | |||||||||||||||||||||||
Adjusted operating expenses2 | |||||||||||||||||||||||
| Adjusted Operating Income | $ | $ | $ | ( | $ | ||||||||||||||||||
10
(in millions) | |||||||||||||||||||||||
| Three months ended September 30, 2024 | Laboratory Solutions | Bioscience Production | Corporate | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of sales1 | |||||||||||||||||||||||
Adjusted operating expenses2 | |||||||||||||||||||||||
| Adjusted Operating Income | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine months ended September 30, 2024 | Laboratory Solutions | Bioscience Production | Corporate | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of sales1 | |||||||||||||||||||||||
Adjusted operating expenses2 | |||||||||||||||||||||||
| Adjusted Operating Income | $ | $ | $ | ( | $ | ||||||||||||||||||
━━━━━━━━━
1.Adjusted cost of sales excludes $0.1 million and $8.4 million of non-GAAP adjustments, for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.4 million and $11.1 million of non-GAAP adjustments for the nine months ended September 30, 2025 and September 30, 2024, respectively, primarily related to restructuring and severance charges, as described in more detail within the non-GAAP reconciliation presented below.
2.Adjusted operating expenses excludes $886.0 million and $141.8 million of non-GAAP adjustments for the three months ended September 30, 2025 and September 30, 2024, respectively and $1,104.5 million and $352.7 million of non-GAAP adjustments for the nine months ended September 30, 2025 and September 30, 2024, respectively, primarily related to amortization, impairment charges, transformation expenses, restructuring and severance charges, as described in more detail within the non-GAAP reconciliation presented below.
The following table presents depreciation and amortization by reportable segment:
(in millions) | Depreciation and amortization | ||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Laboratory Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Bioscience Production | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Information about our segments’ assets and capital expenditures is not disclosed because this information is not provided to our CODM.
The amounts above exclude inter-segment activity because it is not material. All of the net sales presented for each segment are from external customers.
11
The following table presents the reconciliation of Adjusted Operating Income, our segment profitability measure, to (Loss) income before income taxes, the nearest measurement under GAAP:
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Adjusted Operating Income | $ | $ | $ | $ | |||||||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||
Restructuring and severance charges1 | ( | ( | ( | ( | |||||||||||||||||||
Transformation expenses2 | ( | ( | ( | ( | |||||||||||||||||||
Reserve for certain legal matters, net3 | ( | ( | ( | ( | |||||||||||||||||||
Other4 | ( | ( | ( | ( | |||||||||||||||||||
Impairment charges5 | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | ( | ( | |||||||||||||||||||
Other income (expense), net | ( | ||||||||||||||||||||||
(Loss) income before income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
━━━━━━━━━
1.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 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative.
2.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.Represents other stock-based compensation expense (benefit), a purchase price adjustment related to the sale of our Clinical Services business in 2024, and $6.1 million of severance and transition costs associated with the replacement of our Chief Executive Officer.
5.As described in note 7.
The following table presents net sales by product category:
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Proprietary | $ | $ | $ | $ | |||||||||||||||||||
| Third-party | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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5. Supplemental disclosures of cash flow information
The following table presents supplemental disclosures of cash balances:
(in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash classified as other assets | |||||||||||
| Total | $ | $ | |||||||||
(in millions) | Nine months ended September 30, | ||||||||||
2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
| Cash paid for interest, net, excluding financing leases | |||||||||||
| Cash paid for interest on finance leases | |||||||||||
| Cash paid under operating leases | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Cash paid under finance leases | $ | $ | |||||||||
6. Inventory
The following table presents the components of inventory:
(in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Merchandise inventory | $ | $ | |||||||||
| Finished goods | |||||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Total | $ | $ | |||||||||
7. Goodwill and other intangible assets
Goodwill
We review goodwill for impairment annually on October 1st, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
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, formerly referred to as our Buy Sell Lab reporting unit, we conducted an interim test of our goodwill as of September 30, 2025.
We estimate the fair value of reporting units using a weighted average of two valuation methods based on a discounted cash flows method and a guideline public company method. 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
13
methods and the selection of comparable publicly traded companies. Variations in any of these assumptions could result in materially different calculations of fair value.
Based on the results of the impairment test, the carrying amount of our Distribution reporting unit exceeded its fair value, resulting in a non-deductible, non-cash goodwill impairment charge of $785.0 million, which was recorded in the consolidated statement of operations for the three months ended September 30, 2025. We did not identify impairment of any other long-lived assets in this reporting unit. The remaining reporting units tested were not impaired, as their estimated fair values exceeded their respective carrying amounts as of the interim testing date.
Following the impairment charge, the carrying value of the Distribution reporting unit is equal to its estimated fair value. Recognition of additional impairment charges may be required in future periods if market conditions, projected results, or other valuation assumptions deteriorate further.
The following tables present changes in goodwill by reportable segment for the nine months ended September 30, 2025:
(in millions) | September 30, 2025 | ||||||||||||||||
| Laboratory Solutions | Bioscience Production | Total | |||||||||||||||
| Beginning balance, net | $ | $ | $ | ||||||||||||||
| Currency translation | |||||||||||||||||
| Impairment loss | ( | ( | |||||||||||||||
| Ending balance, net | |||||||||||||||||
| Accumulated impairment losses | |||||||||||||||||
| Ending balance, gross | $ | $ | $ | ||||||||||||||
Other intangible assets
The following table presents the components of other intangible assets:
(in millions) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||
| Gross value | Accumulated amortization and impairment1 | Carrying value | Gross value | Accumulated amortization and impairment1 | Carrying value | ||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total finite-lived | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Indefinite-lived | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
━━━━━━━━━
1.As of September 30, 2025 and December 31, 2024, accumulated impairment losses on Customer relationships were $65.9 40.5 106.4
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8. Restructuring
The following table presents restructuring and severance expenses by plan:
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| 2024 restructuring program | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Restructuring and severance charges are classified as SG&A expenses or cost of sales depending on the nature of the expense.
2024 restructuring program
The 2024 restructuring program is a part of the Company’s multi-year cost transformation initiative designed to right-size the Company’s cost base and optimize its footprint and organizational structure with a focus on driving cost improvement and productivity. No material charges have been incurred under this plan during 2025, and we do not expect to incur any material charges in the future.
The following table presents information about expenses under the 2024 restructuring program for the periods covered under this report in which the plan was active:
| (in millions) | Three months ended September 30, | Nine months ended September 30, | As of September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | Charges incurred | Expected remaining charges | Total expected charges | |||||||||||||||||||||||||||||||||||
| Employee severance and related | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Facility closure | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Laboratory Solutions | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Bioscience Production | |||||||||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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Other charges in the table above primarily relate to the write-downs of the carrying value of assets that we plan to dispose of under the program.
The following table presents changes to accrued employee severance and related expenses under the 2024 restructuring program, which are primarily classified as employee-related current liabilities:
(in millions) | Nine months ended September 30, | ||||
| 2025 | |||||
| Beginning balance | $ | ||||
| Expenses | |||||
| Cash payments | ( | ||||
| Currency translation | ( | ||||
| Ending balance | $ | ||||
9. Commitments and contingencies
Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products and litigation. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably against us.
Environmental laws and regulations
Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability. Matters to be disclosed are as follows:
The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. At September 30, 2025, our accrued obligation under this order is $2.3 million, which is calculated based on expected cash payments discounted at rates ranging from 3.6 % to 4.8 % between 2025 and 2045. The undiscounted amount of that obligation is $3.5 million. We are indemnified against any losses incurred in this matter as stipulated through the agreement and guaranty referenced in our Annual Report.
In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At September 30, 2025, our balance sheet includes a liability of $1.2 million for remediation and monitoring costs. That liability is estimated primarily on discounted expected remediation payments and is not materially different from its undiscounted amount.
Manufacture and sale of products
Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as
16
from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings.
We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements.
We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.
Litigation
At September 30, 2025, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss.
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10. Debt
The following table presents information about our debt:
(dollars in millions) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Interest terms | Rate | Amount | |||||||||||||||||||||
| Receivables facility | SOFR1 plus | $ | $ | ||||||||||||||||||||
| Senior secured credit facilities: | |||||||||||||||||||||||
| Euro term loans B-4 | EURIBOR plus | ||||||||||||||||||||||
| Euro term loans B-5 | EURIBOR plus | ||||||||||||||||||||||
| U.S. dollar term loans B-6 | SOFR1 plus | ||||||||||||||||||||||
| 2.625% secured notes | fixed rate | ||||||||||||||||||||||
| 3.875% unsecured notes | fixed rate | ||||||||||||||||||||||
| 3.875% unsecured notes | fixed rate | ||||||||||||||||||||||
| 4.625% unsecured notes | fixed rate | ||||||||||||||||||||||
| Finance lease liabilities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total debt, gross | |||||||||||||||||||||||
| Less: unamortized deferred financing costs | ( | ( | |||||||||||||||||||||
| Total debt | $ | $ | |||||||||||||||||||||
| Classification on balance sheets: | |||||||||||||||||||||||
| Current portion of debt | $ | $ | |||||||||||||||||||||
| Debt, net of current portion | |||||||||||||||||||||||
━━━━━━━━━
1.SOFR includes credit spread adjustment.
Interest expense, net includes interest income of $11.9 million and $26.8 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $30.8 million and $62.6 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The interest income primarily relates to income on our interest rate swaps and cross currency swaps discussed in note 15.
Credit facilities
The following table presents availability under our credit facilities:
(in millions) | September 30, 2025 | ||||||||||||||||
| Receivables facility | Revolving credit facility | Total | |||||||||||||||
| Capacity | $ | $ | $ | ||||||||||||||
| Undrawn letters of credit outstanding | ( | ( | ( | ||||||||||||||
| Outstanding borrowings | ( | ( | |||||||||||||||
| Unused availability | $ | $ | $ | ||||||||||||||
Capacity under the receivables facility is calculated as the lower of eligible borrowing base or facility limit of $400.0 million. Eligible borrowing base is determined as total available accounts receivable, less
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ineligible accounts receivable and other adjustments. At September 30, 2025, total available accounts receivable under the receivables facility were $500.6 million.
Senior secured credit facilities
On April 2, 2024, we amended the credit agreement to reprice the U.S. Dollar term loan under our senior secured credit facilities. Pursuant to the agreement, the interest rate applicable to the U.S. Dollar term loan reduced from SOFR plus a spread of 2.25 % per annum to SOFR plus a spread of 2.00 % per annum. The principal amount of U.S. Dollar term loan outstanding immediately prior to the amendment and the outstanding principal amount of U.S. Dollar term loan immediately following the amendment each totaled $772.4
During the quarter ended September 30, 2025, we made an optional prepayment of $457.4 million on our 2.625% secured notes that mature on November 1, 2025. Loss on extinguishment of debt recorded in connection with this prepayment was immaterial.
Debt covenants
During the quarter ended September 30, 2025, our debt agreements included representations and covenants that we consider usual and customary, and our receivables facility and senior secured credit facilities included a financial covenant that would become applicable for periods in which we have drawn more than 35 % of our revolving credit facility under the senior secured credit facilities. In that circumstance, we would not have been permitted to have combined borrowings on our senior secured credit facilities and secured notes in excess of a pro forma net leverage ratio, as defined in our credit agreements (as in effect during the quarter ended September 30, 2025). As we had not drawn more than 35 % of our revolving credit facility in this period, this covenant was not applicable at September 30, 2025.
Transactions subsequent to period-end
In October 2025, we issued €400.0 million and €550.0 million of senior secured term loans, maturing in October 2030 and October 2032, respectively. 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.
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. The revolving credit facility will mature in October 2030. Both the newly issued senior secured term loans and the amended revolving credit facility include covenants that we consider to be usual and customary. As part of the refinancing and addition of the new €400.0 million term loan, (i) the leverage-based financial covenant in the credit facility agreement became a full-time financial maintenance covenant, whereas previously it had been a “springing covenant”, as described in the section above, and (ii) a new consolidated interest coverage ratio financial maintenance covenant was added to the credit
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facilities agreement, in both cases on usual and customary terms for facility agreements governing these types of senior secured term loan and revolving credit facilities.
Also in October 2025, we terminated both our receivables facility and outstanding interest rate swap with a notional value of $100.0 million. The costs associated with terminating these arrangements were not material.
In accordance with ASC 470-10-45-14 and ASC 855, we reclassified the 2.625% secured notes and Euro term loans B-5 from current liabilities to noncurrent liabilities in the accompanying balance sheet as of September 30, 2025, as the refinancing was completed prior to the issuance of these financial statements.
11. Accumulated other comprehensive income (loss)
The following table presents changes in the components of AOCI:
(in millions) | Foreign currency translation | Derivative instruments | Defined benefit plans | Total | |||||||||||||||||||
Balance at June 30, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Unrealized (loss) gain | ( | ( | ( | ||||||||||||||||||||
Reclassification of gain into earnings | ( | ( | |||||||||||||||||||||
| Change due to income taxes | ( | ( | |||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Balance at June 30, 2024 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Unrealized gain (loss) | ( | ( | |||||||||||||||||||||
Reclassification of gain into earnings | ( | ( | |||||||||||||||||||||
| Change due to income taxes | |||||||||||||||||||||||
Balance at September 30, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Balance at December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Unrealized gain | |||||||||||||||||||||||
Reclassification of (gain) loss into earnings | ( | ||||||||||||||||||||||
| Change due to income taxes | ( | ||||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Balance at December 31, 2023 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Unrealized gain (loss) | ( | ||||||||||||||||||||||
Reclassification of gain into earnings | ( | ( | |||||||||||||||||||||
| Change due to income taxes | |||||||||||||||||||||||
Balance at September 30, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The reclassifications effects shown above were immaterial to the financial statements and were made to either cost of sales, SG&A expense, other income (expense) or interest expense depending upon the
20
nature of the underlying transaction. The income tax effects in the three and nine months ended September 30, 2025 on foreign currency translation were due to our cross-currency swap discussed in note 15.
12. Stock-based compensation
The following table presents the components of stock-based compensation expense:
(in millions) | Classification | Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Stock options | Equity | $ | $ | $ | $ | ||||||||||||||||||||||||
| RSUs | Equity | ||||||||||||||||||||||||||||
| Other | Both | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Award classification: | |||||||||||||||||||||||||||||
| Equity | $ | $ | $ | $ | |||||||||||||||||||||||||
| Liability | ( | ( | |||||||||||||||||||||||||||
At September 30, 2025, unvested awards have remaining expense of $78.3 million to be recognized over a weighted average period of 1.6 years.
Stock options
The following table presents information about outstanding stock options:
(options and intrinsic value in millions) | Number of options | Weighted average exercise price per option | Aggregate intrinsic value | Weighted average remaining term | |||||||||||||||||||
Balance at December 31, 2024 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | |||||||||||||||||||||
| Expected to vest | |||||||||||||||||||||||
| Vested | |||||||||||||||||||||||
During the nine months ended September 30, 2025, we granted stock options that have a contractual life of ten years and will vest annually over three years , subject to the recipient continuously providing service to us through each such date.
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RSUs
The following table presents information about unvested RSUs:
(awards in millions) | Number of awards | Weighted average grant date fair value per award | |||||||||
Balance at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Balance at September 30, 2025 | $ | ||||||||||
During the nine months ended September 30, 2025, we granted RSUs that will vest annually over to three years , as specified in the terms of the underlying grant agreements, subject to the recipient continuously providing service to us throughout the vesting period. Certain of those awards contain performance and market conditions that impact the number of shares that will ultimately vest. We recorded expense on such awards of $(5.4 ) million and $1.8 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $1.6 million and $6.6 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The expense reversal for the three months ended September 30, 2025 was primarily driven by the forfeiture of awards following the departure of certain executives.
13. Other income or expense, net
The following table presents the components of other income or expense, net:
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net foreign currency gain (loss) from financing activities | $ | $ | $ | ( | $ | ||||||||||||||||||
Income (expense) related to defined benefit plans | ( | ||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Other income (expense), net | $ | $ | $ | ( | $ | ||||||||||||||||||
Other income or expense for the nine months ended September 30, 2025 primarily relates to pension termination costs and the expected returns on defined benefit plan assets.
As described in our Annual Report, we approved the termination of one of our two U.S. Pension Plans in 2024. The pension liability for this plan was partially settled in December 2024 through lump sum distribution payments made to plan participants.
The remaining pension liability was settled in the first quarter of 2025, primarily through the purchase of annuity contracts totaling $97.7 million. As a result of the settlement, we recorded $16.3 million of pension termination costs for the nine months ended September 30, 2025, which were primarily recognized in other income or expense.
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The remaining pension surplus from the plan, approximately $48.0 million, will be used by the Company as prescribed by applicable regulations to fund a Qualified Replacement Plan, which will primarily fund future contributions to the Avantor U.S. 401(k) defined contribution plan.
14. Income taxes
The following table presents the relationship between income tax expense and (loss) income before income taxes:
(in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(Loss) income before income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Effective income tax rate | ( | % | % | ( | % | % | |||||||||||||||||
Income tax expense in the quarter is based upon the estimated income for the full year. The composition of the income in different countries and adjustments, if any, in the applicable quarterly periods influences our expense.
The relationship between pre-tax income and income tax expense is affected by the impact of losses for which we cannot claim a tax benefit, non-deductible expenses and other items that increase tax expense without a relationship to income, such as withholding taxes and changes with respect to uncertain tax positions.
The change in the effective tax rate for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, is primarily due to a goodwill impairment charge recorded in the third quarter of 2025 related to our Distribution reporting unit, as described in note 7, and a year-to-date shortfall in the tax deduction arising from the exercise of stock options, in comparison to the related tax expense previously taken on such instruments.
On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (“Act”). As a result of the Act, we anticipate a reduction in our current cash tax obligations of approximately $40.0 million due to changes to several provisions, including the reinstatement of immediate expensing for domestic research and development expenditures, the extension of 100% bonus depreciation for qualified properties and the relaxation of limitations on the deductibility of business interest expense. The impact on income tax expense resulting from the Act is expected to be immaterial.
15. Derivative and hedging activities
Hedging instruments:
We engage in hedging activities to reduce our exposure to foreign currency exchange rates and interest rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following:
•Economic hedges — We are exposed to changes in foreign currency exchange rates on certain of our euro-denominated term loans and notes that move inversely from our portfolio of euro-
23
denominated intercompany loans. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another;
•Other hedging activities — Certain of our subsidiaries hedge short-term foreign currency denominated business transactions, external debt and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements.
Cash flow hedges of interest rate risk
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an immaterial amount will be reclassified as an increase to interest expense.
During the quarter ended September 30, 2024, the hedging relationship between our $750.0 million notional value interest rate swap and underlying hedged item became ineffective as the hedged forecast transaction was deemed no longer probable of occurring. Due to the ineffectiveness, hedge accounting was discontinued.
As of September 30, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
| (dollars in millions) | ||||||||||||||
| Interest rate derivative | Number of instruments | Notional | ||||||||||||
| Interest rate swaps | $ | |||||||||||||
Effect of cash flow hedge accounting on AOCI
The table below presents the effect of cash flow hedge accounting on AOCI for the three and nine months ended September 30, 2025 and September 30, 2024.
24
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hedging relationships | Amount of gain or (loss) recognized in OCI on Derivative | Location of gain or (loss) reclassified from AOCI into income | Amount of gain or (loss) reclassified from AOCI into income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate products | $ | $ | ( | $ | $ | Interest expense, net | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
Effect of cash flow hedge accounting on the income statement
The table below presents the effect of our derivative financial instruments on the statement of operations for the three and nine months ended September 30, 2025 and September 30, 2024.
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net | ||||||||||||||||||||||
| Total amounts of line items presented in the statements of operations where the effects of cash flow hedges are recorded | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amount of gain reclassified from AOCI into income | $ | $ | $ | $ | ||||||||||||||||||||||
Net investment hedges
We are exposed to fluctuations in foreign exchange rates on investments we hold in foreign entities, specifically our net investment in EUR functional currency consolidated subsidiaries, against the risk of changes in the EUR-USD exchange rate.
For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings in the event the hedged net investment is either sold or substantially liquidated.
As of September 30, 2025, we had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:
| (value in millions) | ||||||||||||||||||||
Foreign currency derivative | Number of instruments | Notional sold | Notional purchased | |||||||||||||||||
Cross-currency swaps | € | $ | ||||||||||||||||||
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As of December 31, 2024, we held a cross-currency swap with a notional amount of $750.0 million, maturing in April 2025. In April 2025, we completed a transaction to effectively amend and extend the cross-currency swap maturing in April 2025. The liability position of the original cross-currency swap was blended and extended into three separate cross-currency swap agreements, each with a notional amount of $250.0
Effect of net investment hedges on AOCI and the income statement
The table below presents the effect of our net investment hedges on AOCI and the statement of operations for the three and nine months ended September 30, 2025 and September 30, 2024.
Effect of Net Investment Hedges on AOCI and the Income Statement | ||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
Hedging relationships | Amount of gain or (loss) recognized in OCI on Derivative | Location of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing) | Amount of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing) | |||||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
Three months ended: | ||||||||||||||||||||||||||||||||
Cross currency swaps | $ | $ | ( | Interest expense, net | $ | $ | ||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
Nine months ended: | ||||||||||||||||||||||||||||||||
Cross currency swaps | $ | ( | $ | Interest expense, net | $ | $ | ||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
The Company did not reclassify any other deferred gains or losses related to cash flow hedges from accumulated other comprehensive income (loss) to earnings for the three and nine months ended September 30, 2025 and September 30, 2024 other than those mentioned above.
The table below presents the fair value of our derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2025 and December 31, 2024:
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Derivative assets | Derivative liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Balance sheet location | Fair value | Balance sheet location | Fair value | Balance sheet location | Fair value | Balance sheet location | Fair value | |||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate products | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Foreign exchange products | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
Non-derivative financial instruments which are designated as hedging instruments:
We designated all of our outstanding €400.0 million 3.875 % senior unsecured notes, issued on July 17, 2020, and maturing on July 15, 2028, as a hedge of our net investment in certain of our European operations. For instruments that are designated and qualify as net investment hedges, the foreign currency transactional gains or losses are reported as a component of AOCI.
In October 2024, the Company de-designated these outstanding €400.0 million 3.875 % senior unsecured notes as a hedge of our net investment in certain of our European operations. The de-designation had no impact on earnings as the accumulated gain on the net investment hedge is only reclassified into earnings upon a liquidation event or deconsolidation of a hedged foreign subsidiary.
The accumulated gain related to the foreign currency denominated debt previously designated as a net investment hedge classified in the foreign currency translation adjustment component of AOCI was $6.0 million as of September 30, 2025 and December 31, 2024.
The amount of loss related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income or loss for the three and nine months ended September 30, 2025 and September 30, 2024 are presented below:
| (in millions) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net investment hedges | $ | $ | $ | $ | |||||||||||||||||||
16. Financial instruments and fair value measurements
Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt.
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Assets and liabilities for which fair value is only disclosed
The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements.
The following table presents the gross amounts, which exclude unamortized deferred financing costs, and the fair values of debt instruments:
(in millions) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Gross amount | Fair value | Gross amount | Fair value | ||||||||||||||||||||
| Receivables facility | $ | $ | $ | $ | |||||||||||||||||||
| Senior secured credit facilities: | |||||||||||||||||||||||
| Euro term loans B-4 | |||||||||||||||||||||||
| Euro term loans B-5 | |||||||||||||||||||||||
| U.S. dollar term loans B-6 | |||||||||||||||||||||||
| 2.625% secured notes | |||||||||||||||||||||||
| 3.875% unsecured notes | |||||||||||||||||||||||
| 3.875% unsecured notes | |||||||||||||||||||||||
| 4.625 % unsecured notes | |||||||||||||||||||||||
| Finance lease liabilities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are Level 2 measurements.
Certain financial and non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in specific circumstances, such as when indicators of impairment are present. As discussed in note 7, during the third quarter of 2025, goodwill associated with our Distribution reporting unit was determined to be impaired. As a result, the carrying amount was reduced to its estimated fair value of $3,500.0 million, resulting in an impairment charge of $785.0 million. We estimated the fair value of the Distribution reporting unit using Level 3 inputs under the fair value hierarchy, which included a discounted cash flow analysis.
17. Subsequent events
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. Repurchases may be funded through our available cash, borrowings under existing credit facilities or other financing arrangements approved by the Board of Directors. 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. 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. Repurchases under the program will be held as treasury shares.
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Item 2. Management’s discussion and analysis of financial condition and results of operations
This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See “Cautionary factors regarding forward-looking statements.”
Basis of presentation
This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes. Pursuant to SEC rules for reports covering interim periods, we have prepared this discussion and analysis to enable you to assess material changes in our financial condition and results of operations since December 31, 2024, the date of our Annual Report. Therefore, we encourage you to read this discussion and analysis in conjunction with our Annual Report.
Overview
During the three months ended September 30, 2025, we recorded net sales of $1,623.8 million, net loss of $711.8 million, Adjusted EBITDA of $267.9 million and Adjusted Operating Income of $237.3 million. Net sales declined 5.3%, which included a 4.7% organic net sales decrease compared to the same period in 2024. 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).
Factors and current trends affecting our business and results of operations
The following updates the factors and current trends disclosed in our Annual Report. These updates may affect our performance and financial condition in future periods.
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. 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. 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. These projects include enhancing product purity and performance characteristics, improving product packaging and streamlining workflows. We are also developing new products in emerging areas of science such as cell and gene therapy.
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We continue to advance our cost transformation initiative to reduce our expenses
We are advancing a global cost transformation initiative to further enhance productivity through increased organizational efficiency, footprint optimization, reduced cost-to-serve and procurement savings that are expected to generate approximately $300 million in run rate gross cost savings by the end of 2026.
We have expanded this initiative and now expect to generate approximately $400 million in run rate gross savings by the end of 2027.
Fluctuations in foreign currency rates impact our results
Our consolidated results of operations are comprised of many different functional currencies that translate into our U.S. dollar reporting currency. 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.
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.
Key indicators of performance and financial condition
To evaluate our performance, we monitor a number of key indicators. 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 measures should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measures, and such measures may not be comparable to similarly titled measures reported by other companies. 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. These measures are discussed in the section entitled “Results of operations”;
•Organic net sales growth (decline), which is a non-GAAP measure discussed in the section entitled “Results of operations.” Organic net sales growth (decline) eliminates from our reported net sales change the impacts of revenues from acquisitions and divestitures that occurred in the last year (as applicable) and changes in foreign currency exchange rates. We believe that this measurement is useful to investors as a way to measure and evaluate our underlying commercial operating performance consistently across our segments and the periods presented. This measurement is used by our management for the same reason. 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
30
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. Adjusted EBITDA margin is Adjusted EBITDA divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. 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. This measurement is our segment reporting profitability measure under GAAP. Adjusted Operating Income margin is Adjusted Operating Income divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to Adjusted Operating Income and Adjusted Operating Income margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”;
•Cash flows from operating activities, which we discuss in the section entitled “Liquidity and capital resources—Historical cash flows”;
•Free cash flow, which is a non-GAAP measure, is equal to our cash flows from operating activities, less capital expenditures, plus direct transaction costs and income taxes paid related to acquisitions and divestitures (as applicable) in the period. 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. A reconciliation of cash flows from operating activities, the most directly comparable GAAP financial measure, to free cash flow, is included in the section entitled “Liquidity and capital resources—Historical cash flows.”
Results of operations
We present results of operations in the same way that we manage our business, evaluate our performance and allocate our resources. We also provide discussion of net sales and Adjusted Operating Income by segment: Laboratory Solutions and Bioscience Production. Corporate costs are managed on a standalone basis, certain of which are allocated to our reportable segments.
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Executive summary
(dollars in millions) | Three months ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Net sales | $ | 1,623.8 | $ | 1,714.4 | $ | (90.6) | |||||||||||
| Gross margin | 32.4 | % | 32.9 | % | (50) bps | ||||||||||||
Operating (loss) income | $ | (648.8) | $ | 124.6 | $ | (773.4) | |||||||||||
Operating (loss) income margin | (40.0) | % | 7.3 | % | (4,730) bps | ||||||||||||
Net (loss) income | $ | (711.8) | $ | 57.8 | $ | (769.6) | |||||||||||
Net (loss) income margin | (43.8) | % | 3.4 | % | (4,720) bps | ||||||||||||
| Adjusted EBITDA | $ | 267.9 | $ | 302.5 | $ | (34.6) | |||||||||||
| Adjusted EBITDA margin | 16.5 | % | 17.6 | % | (110) bps | ||||||||||||
| Adjusted Operating Income | $ | 237.3 | $ | 274.8 | $ | (37.5) | |||||||||||
| Adjusted Operating Income margin | 14.6 | % | 16.0 | % | (140) bps | ||||||||||||
The third quarter net sales decline was primarily driven by the divestiture of our Clinical Services business within our Advanced Lab Services business, and by reduced customer demand within our Total Science Solutions business, both impacting the Laboratory Solutions segment. These factors contributed to a contraction in gross profit. The decrease in operating income was caused primarily by a non-cash goodwill impairment charge in our Distribution reporting unit, as described in note 7. Lower gross profit resulted in reduced Adjusted Operating Income and Adjusted EBITDA, partially offset by a reduction in SG&A expenses.
Net Sales
Three months ended
| (in millions) | Three months ended September 30, | 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 | $ | 1,096.5 | $ | 1,171.5 | $ | (75.0) | $ | 31.0 | $ | (48.4) | $ | (57.6) | |||||||||||||||||||||||
| Bioscience Production | 527.3 | 542.9 | (15.6) | 7.7 | — | (23.3) | |||||||||||||||||||||||||||||
| Total | $ | 1,623.8 | $ | 1,714.4 | $ | (90.6) | $ | 38.7 | $ | (48.4) | $ | (80.9) | |||||||||||||||||||||||
Net sales decreased $90.6 million or 5.3%, which included $38.7 million or 2.2% of favorable foreign currency impact and $48.4 million or 2.8% of impact related to our Clinical Services divestiture. Organic net sales decreased by $80.9 million or 4.7%.
In the Laboratory Solutions segment, net sales decreased by $75.0 million or 6.4%, which included $31.0 million or 2.6% of favorable foreign currency impact and $48.4 million or 4.1% of impact related to our Clinical Services divestiture. Organic net sales decreased by $57.6 million or 4.9%. The sales decrease was primarily driven by lower demand for consumables and equipment & instrumentation in our Total Science Solutions business within the Laboratory Solutions segment due to the uncertainty around funding and increased competitive intensity.
32
In the Bioscience Production segment, net sales decreased by $15.6 million or 2.9%, which included $7.7 million or 1.4% of favorable foreign currency impact. Organic net sales decreased by $23.3 million or 4.3%. The sales decrease was primarily driven by lower sales volume in Silicones, partially offset by higher demand for our formulated offerings to customers in the semiconductor industry.
Nine months ended
| (in millions) | Nine months ended September 30, | 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 | $ | 3,283.6 | $ | 3,484.3 | $ | (200.7) | $ | 42.1 | $ | (140.6) | $ | (102.2) | |||||||||||||||||||||||
| Bioscience Production | 1,605.0 | 1,612.7 | (7.7) | 9.0 | — | (16.7) | |||||||||||||||||||||||||||||
| Total | $ | 4,888.6 | $ | 5,097.0 | $ | (208.4) | $ | 51.1 | $ | (140.6) | $ | (118.9) | |||||||||||||||||||||||
Net sales decreased $208.4 million or 4.1%, which included $51.1 million or 1.0% of favorable foreign currency impact and $140.6 million or 2.8% of impact related to our Clinical Services divestiture. Organic decline in net sales was $118.9 million or 2.3%.
In the Laboratory Solutions segment, net sales decreased $200.7 million or 5.8%, which included $42.1 million or 1.1% of favorable foreign currency impact and $140.6 million or 4.0% of impact related to our Clinical Services divestiture. Organic net sales decreased $102.2 million or 2.9%. 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 $7.7 million or 0.5%, which included $9.0 million or 0.5% of favorable foreign currency impact. Organic net sales decreased by $16.7 million or 1.0%. The sales decrease was primarily driven by lower demand for third party clean room consumables due to lower usage, and by declines in our proprietary clinical and industrial chemicals offerings. These decreases were partially offset by growth in process ingredients and excipients and single-use solutions in our bioprocessing business.
Gross margin
Three months ended September 30, | Change | Nine months ended September 30, | Change | ||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Gross margin | 32.4 | % | 32.9 | % | (50) bps | 33.0 | % | 33.7 | % | (70) bps | |||||||||||||||||||||||||
Three and nine months ended
Gross margin for the three months ended September 30, 2025 contracted by 50 basis points due to inflationary pressures and unfavorable manufacturing variances, partially offset by improved product mix. For the nine months ended September 30, 2025, margin contracted 70 basis points driven by inflationary pressures, unfavorable manufacturing variances and the divestiture of our Clinical Services business, partially offset by lower inventory reserves.
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Operating (loss) income
(in millions) | Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Gross profit | $ | 526.5 | $ | 564.4 | $ | (37.9) | $ | 1,615.5 | $ | 1,716.4 | $ | (100.9) | |||||||||||||||||||||||
| Operating expenses (excluding impairment charges) | 390.3 | 439.8 | (49.5) | 1,203.1 | 1,269.7 | (66.6) | |||||||||||||||||||||||||||||
| Impairment charges | 785.0 | — | 785.0 | 785.0 | — | 785.0 | |||||||||||||||||||||||||||||
Operating (loss) income | $ | (648.8) | $ | 124.6 | $ | (773.4) | $ | (372.6) | $ | 446.7 | $ | (819.3) | |||||||||||||||||||||||
Three and nine months ended
Operating (loss) income for the three months ended September 30, 2025 decreased primarily due to a non-cash impairment charge in our Distribution reporting unit and lower gross profit, as previously discussed, partially offset by a reduction of SG&A expenses. The reduction in SG&A expenses was driven by lower restructuring and severance charges, savings from our cost transformation initiative and the divestiture of our Clinical Services business.
Operating (loss) income for the nine months ended September 30, 2025 decreased primarily due to a non-cash impairment charge in our Distribution Lab reporting unit and lower gross profit, as previously discussed, partially offset by a reduction of SG&A expenses. The reduction in SG&A expenses was driven by lower restructuring and severance charges, savings from our cost transformation initiative and the divestiture of our Clinical Services business.
Net (loss) income
(in millions) | Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Operating (loss) income | $ | (648.8) | $ | 124.6 | $ | (773.4) | $ | (372.6) | $ | 446.7 | $ | (819.3) | |||||||||||||||||||||||
| Interest expense, net | (44.2) | (48.7) | 4.5 | (129.8) | (173.9) | 44.1 | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | (0.2) | (2.1) | 1.9 | (0.2) | (6.5) | 6.3 | |||||||||||||||||||||||||||||
Other income (expense), net | 3.7 | 0.7 | 3.0 | (19.5) | 3.4 | (22.9) | |||||||||||||||||||||||||||||
Income tax expense | (22.3) | (16.7) | (5.6) | (60.5) | (58.6) | (1.9) | |||||||||||||||||||||||||||||
Net (loss) income | $ | (711.8) | $ | 57.8 | $ | (769.6) | $ | (582.6) | $ | 211.1 | $ | (793.7) | |||||||||||||||||||||||
Three and nine months ended
Net (loss) income for the three months ended September 30, 2025 decreased primarily due to lower operating (loss) income, as previously discussed, and higher income tax expense, partially offset by lower interest expense resulting from debt repayments made over the last twelve months.
Net (loss) income for the nine months ended September 30, 2025 decreased primarily due to lower operating (loss) income, as previously discussed, and pension termination charges, partially offset by lower interest expense resulting from debt repayments made over the last twelve months.
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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) | Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 267.9 | $ | 302.5 | $ | (34.6) | $ | 817.3 | $ | 891.1 | $ | (73.8) | |||||||||||||||||||||||
| Adjusted EBITDA margin | 16.5 | % | 17.6 | % | (110) bps | 16.7 | % | 17.5 | % | (80) bps | |||||||||||||||||||||||||
Three and nine months ended
For the three months ended September 30, 2025, Adjusted EBITDA decreased by $34.6 million or 11.4%, which included a favorable foreign currency translation impact of $6.4 million or 2.2%. The remaining decline of $41.0 million or 13.6% was primarily driven by the divestiture of our Clinical Services business and lower gross profit, partially offset by savings from our cost transformation initiative.
For the nine months ended September 30, 2025, Adjusted EBITDA decreased by $73.8 million or 8.3%, which included a favorable foreign currency translation impact of $8.4 million or 0.9%. The remaining decline of $82.2 million or 9.2% was primarily driven by the divestiture of our Clinical Services business and lower gross profit, partially offset by savings from our cost transformation initiative.
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) | Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Adjusted Operating Income: | |||||||||||||||||||||||||||||||||||
| Laboratory Solutions | $ | 123.6 | $ | 151.5 | $ | (27.9) | $ | 395.9 | $ | 450.7 | $ | (54.8) | |||||||||||||||||||||||
| Bioscience Production | 127.7 | 138.1 | (10.4) | 390.8 | 409.0 | (18.2) | |||||||||||||||||||||||||||||
| Corporate | (14.0) | (14.8) | 0.8 | (54.4) | (49.2) | (5.2) | |||||||||||||||||||||||||||||
| Total | $ | 237.3 | $ | 274.8 | $ | (37.5) | $ | 732.3 | $ | 810.5 | $ | (78.2) | |||||||||||||||||||||||
| Adjusted Operating Income margin | 14.6 | % | 16.0 | % | (140) bps | 15.0 | % | 15.9 | % | (90) bps | |||||||||||||||||||||||||
Three months ended
Adjusted Operating Income decreased $37.5 million or 13.6%, which included a favorable foreign currency translation impact of $5.4 million or 2.0%. The remaining decline of $42.9 million or 15.6% is further discussed below.
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In the Laboratory Solutions segment, Adjusted Operating Income declined $27.9 million or 18.4%, or 20.7% when adjusted for favorable foreign currency translation impact. The decrease was primarily due to the divestiture of our Clinical Services business, lower sales volume and inflationary pressures, partially offset by savings from our cost transformation initiative.
In the Bioscience Production segment, Adjusted Operating Income declined $10.4 million or 7.5%, or 8.9% when adjusted for favorable foreign currency translation impact. The decrease was primarily driven by lower sales volume, partially offset by commercial excellence.
In Corporate, Adjusted Operating Income decreased $0.8 million due to various immaterial factors.
Nine months ended
Adjusted Operating Income decreased $78.2 million or 9.6%, which included a favorable foreign currency translation impact of $6.8 million or 0.9%. The remaining decline was $85.0 million or 10.5%, which is further discussed below.
In the Laboratory Solutions segment, Adjusted Operating Income declined $54.8 million or 12.2%, or 13.2% when adjusted for favorable foreign currency translation impact. The decrease was primarily due to the divestiture of our Clinical Services business, lower sales volumes and inflationary pressures, partially offset by savings from our cost transformation initiative.
In the Bioscience Production segment, Adjusted Operating Income declined $18.2 million or 4.4%, or 5.0% when adjusted for favorable foreign currency translation impact. The decrease was primarily driven by lower sales volume and unfavorable manufacturing variances, partially offset by commercial excellence and savings from our cost transformation initiative.
In Corporate, Adjusted Operating Income decreased $5.2 million due to immaterial offsetting factors.
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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) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||
Net (loss) income | $ | (711.8) | (43.8) | % | $ | 57.8 | 3.4 | % | $ | (582.6) | (11.9) | % | $ | 211.1 | 4.1 | % | |||||||||||||||||||||||||||||||
| Interest expense, net | 44.2 | 2.7 | % | 48.7 | 2.8 | % | 129.8 | 2.7 | % | 173.9 | 3.4 | % | |||||||||||||||||||||||||||||||||||
Income tax expense | 22.3 | 1.4 | % | 16.7 | 1.0 | % | 60.5 | 1.1 | % | 58.6 | 1.2 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 104.5 | 6.5 | % | 102.4 | 5.9 | % | 306.9 | 6.3 | % | 304.6 | 5.9 | % | |||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 0.2 | — | % | 2.1 | 0.1 | % | 0.2 | — | % | 6.5 | 0.1 | % | |||||||||||||||||||||||||||||||||||
Restructuring and severance charges1 | 2.2 | 0.1 | % | 49.4 | 2.9 | % | 28.0 | 0.6 | % | 82.3 | 1.7 | % | |||||||||||||||||||||||||||||||||||
Transformation expenses2 | 13.7 | 0.8 | % | 17.1 | 1.0 | % | 49.5 | 1.0 | % | 46.6 | 0.9 | % | |||||||||||||||||||||||||||||||||||
Reserve for certain legal matters, net3 | 1.6 | 0.1 | % | 7.9 | 0.5 | % | 5.2 | 0.1 | % | 7.9 | 0.2 | % | |||||||||||||||||||||||||||||||||||
Other4 | 7.8 | 0.5 | % | 0.4 | — | % | 18.5 | 0.4 | % | (0.4) | — | % | |||||||||||||||||||||||||||||||||||
Pension termination charges5 | (1.8) | (0.1) | % | — | — | % | 16.3 | 0.3 | % | — | — | % | |||||||||||||||||||||||||||||||||||
Impairment charges6 | 785.0 | 48.3 | % | — | — | % | 785.0 | 16.1 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 267.9 | 16.5 | % | $ | 302.5 | 17.6 | % | $ | 817.3 | 16.7 | % | $ | 891.1 | 17.5 | % | |||||||||||||||||||||||||||||||
━━━━━━━━━
1.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 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative.
2.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.Represents net foreign currency (gain) loss from financing activities, other stock-based compensation expense (benefit), a purchase price adjustment related to the sale of our Clinical Services business in 2024, and $6.1 million of severance and transition costs associated with the replacement of our Chief Executive Officer.
5.As described in note 13 to our unaudited condensed consolidated financial statements.
6.As described in note 7 to our unaudited condensed consolidated financial statements.
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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) | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||
Net (loss) income | $ | (711.8) | (43.8) | % | $ | 57.8 | 3.4 | % | $ | (582.6) | (11.9) | % | $ | 211.1 | 4.1 | % | |||||||||||||||||||||||||||||||
| Interest expense, net | 44.2 | 2.7 | % | 48.7 | 2.8 | % | 129.8 | 2.7 | % | 173.9 | 3.4 | % | |||||||||||||||||||||||||||||||||||
Income tax expense | 22.3 | 1.4 | % | 16.7 | 1.0 | % | 60.5 | 1.1 | % | 58.6 | 1.2 | % | |||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 0.2 | — | % | 2.1 | 0.1 | % | 0.2 | — | % | 6.5 | 0.1 | % | |||||||||||||||||||||||||||||||||||
Other income (expense), net | (3.7) | (0.3) | % | (0.7) | — | % | 19.5 | 0.5 | % | (3.4) | (0.1) | % | |||||||||||||||||||||||||||||||||||
Operating (loss) income | (648.8) | (40.0) | % | 124.6 | 7.3 | % | (372.6) | (7.6) | % | 446.7 | 8.7 | % | |||||||||||||||||||||||||||||||||||
| Amortization | 76.1 | 4.7 | % | 75.4 | 4.3 | % | 225.5 | 4.6 | % | 225.6 | 4.4 | % | |||||||||||||||||||||||||||||||||||
Restructuring and severance charges1 | 2.2 | 0.1 | % | 49.4 | 2.9 | % | 28.0 | 0.6 | % | 82.3 | 1.7 | % | |||||||||||||||||||||||||||||||||||
Transformation expenses2 | 13.7 | 0.8 | % | 17.1 | 1.0 | % | 49.5 | 1.0 | % | 46.6 | 0.9 | % | |||||||||||||||||||||||||||||||||||
Reserve for certain legal matters, net3 | 1.6 | 0.1 | % | 7.9 | 0.5 | % | 5.2 | 0.1 | % | 7.9 | 0.2 | % | |||||||||||||||||||||||||||||||||||
Other4 | 7.5 | 0.6 | % | 0.4 | — | % | 11.7 | 0.2 | % | 1.4 | — | % | |||||||||||||||||||||||||||||||||||
Impairment charges5 | 785.0 | 48.3 | % | — | — | % | 785.0 | 16.1 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Adjusted Operating Income | $ | 237.3 | 14.6 | % | $ | 274.8 | 16.0 | % | $ | 732.3 | 15.0 | % | $ | 810.5 | 15.9 | % | |||||||||||||||||||||||||||||||
━━━━━━━━━
1.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 represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative.
2.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.Represents other stock-based compensation expense (benefit), a purchase price adjustment related to the sale of our Clinical Services business in 2024, and $6.1 million of severance and transition costs associated with the replacement of our Chief Executive Officer.
5.As described in note 7 to our unaudited condensed consolidated financial statements.
Liquidity and capital resources
We fund short-term cash requirements primarily from operating cash flows and credit facilities. Most of our long-term financing is from indebtedness. For the three and nine months ended September 30, 2025, we generated $207.4 million and $471.1 million of cash from operating activities, respectively, ended the quarter with $251.9 million of cash and cash equivalents and our availability under our credit facilities was $1,009.4 million.
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As disclosed in Note 10, in connection with the October 2025 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.
In accordance with ASC 470-10-45-14 and ASC 855, we reclassified the 2.625% secured notes and Euro term loans B-5 from current liabilities to noncurrent liabilities in the accompanying balance sheet as of September 30, 2025. As a result of the refinancing, we have no debt repayments due in the next twelve months other than required term loan payments of $20.8 million and repayment of receivables facility borrowings of $192.7 million as of September 30, 2025.
In October 2025, we repaid the outstanding borrowings and terminated our receivables facility.
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. Repurchases may be funded through our available cash, borrowings under existing credit facilities or other financing arrangements approved by the Board of Directors. 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. 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. Repurchases under the program will be held as treasury shares.
Liquidity
The following table presents our primary sources of liquidity:
(in millions) | September 30, 2025 | ||||||||||||||||
| Receivables facility | Revolving credit facility | Total | |||||||||||||||
| Unused availability under credit facilities: | |||||||||||||||||
| Capacity | $ | 238.2 | $ | 975.0 | $ | 1,213.2 | |||||||||||
| Undrawn letters of credit outstanding | (3.6) | (7.5) | (11.1) | ||||||||||||||
| Outstanding borrowings | (192.7) | — | (192.7) | ||||||||||||||
| Unused availability | $ | 41.9 | $ | 967.5 | $ | 1,009.4 | |||||||||||
| Cash and cash equivalents | 251.9 | ||||||||||||||||
| Total liquidity | $ | 1,261.3 | |||||||||||||||
As of September 30, 2025, some of our credit line availability depends upon maintaining a sufficient borrowing base of eligible accounts receivable. We believe that we have sufficient capital resources to meet our liquidity needs.
During the period ended September 30, 2025, our debt agreements included representations and covenants that we considered usual and customary, and our receivables facility and senior secured credit facilities included a financial covenant that would become applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. In that circumstance, we would not have been permitted to have combined borrowings on our senior secured credit facilities and secured notes in excess of a pro forma net leverage ratio, as defined in our credit agreements (as in effect during the quarter ended September 30, 2025). As we had not drawn more than
39
35% of our revolving credit facility in this period, this covenant was not applicable at September 30, 2025. As disclosed in note 10, both the newly issued senior secured term loans and the amended revolving credit facility include covenants that we consider to be usual and customary. As part of the refinancing and addition of the new €400.0 million term loan, (i) the leverage-based financial covenant in the credit facility agreement became a full-time financial maintenance covenant, whereas previously it had been a “springing covenant”, and (ii) a new consolidated interest coverage ratio financial maintenance covenant was added to the credit facilities agreement, in both cases on usual and customary terms for facility agreements governing these types of senior secured term loan and revolving credit facilities.
At September 30, 2025, $224.2 million or 89.0% of our $251.9 million in 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.
Historical cash flows
The following table presents a summary of cash provided by (used in) various activities:
(in millions) | Nine months ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Operating activities: | |||||||||||||||||
Net (loss) income | $ | (582.6) | $ | 211.1 | $ | (793.7) | |||||||||||
Non-cash items1 | 1,154.1 | 355.3 | 798.8 | ||||||||||||||
Working capital changes2 | (49.5) | 62.3 | (111.8) | ||||||||||||||
| All other | (50.9) | 38.8 | (89.7) | ||||||||||||||
| Total | $ | 471.1 | $ | 667.5 | $ | (196.4) | |||||||||||
| Investing activities: | |||||||||||||||||
| Capital expenditures | (93.3) | (121.3) | 28.0 | ||||||||||||||
| Other | 2.5 | 1.7 | 0.8 | ||||||||||||||
| Total | $ | (90.8) | $ | (119.6) | $ | 28.8 | |||||||||||
| Financing activities | (410.1) | (525.9) | 115.8 | ||||||||||||||
━━━━━━━━━
1.Consists of typical non-cash charges including depreciation and amortization, stock-based compensation expense, deferred income tax expense, impairment charges, non-cash restructuring charges and others.
2.Includes changes to our accounts receivable, inventory, contract assets and accounts payable.
Cash flows from operating activities provided $196.4 million less cash in 2025, primarily due to a reduction in net income, as previously discussed, higher net working capital requirements and higher incentive compensation payments made in 2025 related to fiscal year 2024.
Investing activities used $28.8 million less cash in 2025. The change was primarily attributable to a decrease in capital expenditures compared to the prior year.
Financing activities used $115.8 million less cash in 2025, primarily due to the lower prepayments of term loans and increased borrowings from our receivables facility in the current year, partially offset by a decrease in proceeds from stock option exercises compared to the prior year.
40
Free cash flow
| (in millions) | Nine months ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Net cash provided by operating activities | $ | 471.1 | $ | 667.5 | $ | (196.4) | |||||||||||
| Capital expenditures | (93.3) | (121.3) | 28.0 | ||||||||||||||
Divestiture-related transaction expenses and taxes paid | 1.4 | — | 1.4 | ||||||||||||||
| Free cash flow | $ | 379.2 | $ | 546.2 | $ | (167.0) | |||||||||||
Free cash flow was $167.0 million lower in 2025, primarily due to lower cash flow from operating activities as previously discussed, partially offset by a decrease in capital expenditures.
Indebtedness
For information about our indebtedness, refer to the section entitled “Liquidity” and note 10 to our unaudited condensed consolidated financial statements included in Part I, Item 1 — “Financial statements.”
Item 3. Quantitative and qualitative disclosures about market risk
Quantitative and qualitative disclosures about market risk appear in Item 7A “Quantitative and qualitative disclosures about market risk” in our Annual Report. There were no material changes during the quarter ended September 30, 2025 to this information as reported in our Annual Report.
Item 4. Controls and procedures
Management’s evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in internal control over financial reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II — OTHER INFORMATION
41
Item 1. Legal proceedings
For additional information regarding legal proceedings and matters, see note 9 to our unaudited condensed consolidated financial statements included in Part I, Item 1 — “Financial statements,” in this report, which information is incorporated into this item by reference.
Item 1A. Risk factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report for the year ended December 31, 2024, as supplemented by Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. There have been no material changes to the risk factors disclosed in Part I, Item 1A “Risk Factors” in our Annual Report for the year ended December 31, 2024, as supplemented by Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.
Item 2. Unregistered sales of equity securities and use of proceeds
None.
Item 3. Defaults upon senior securities
None.
Item 4. Mine safety disclosures
Not applicable.
Item 5. Other information
Securities Trading Plans of Directors and Officers
No directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the Company adopted or terminated (i) a Rule 10b5-1 trading arrangement, as defined in Item 408(a) under Regulation S-K, or (ii) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) under Regulation S-K, during the three months ended September 30, 2025.
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Item 6. Exhibits
| Location of exhibits | ||||||||||||||||||||||||||
| Exhibit no. | Exhibit description | Form | Exhibit no. | Filing date | ||||||||||||||||||||||
| * | ||||||||||||||||||||||||||
| * | ||||||||||||||||||||||||||
| * | ||||||||||||||||||||||||||
| ** | ||||||||||||||||||||||||||
| ** | ||||||||||||||||||||||||||
| 101 | XBRL exhibits | * | ||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||||||||||||||||
━━━━━━━━━
* Filed herewith
** Furnished herewith
^ Indicates management contract or compensatory plan, contract or arrangement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Avantor, Inc. | |||||||||||
| Date: October 29, 2025 | By: | /s/ Steven Eck | |||||||||
| Name: | Steven Eck | ||||||||||
| Title: | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | ||||||||||
44