10-K 0000097745-26-000018 (2026-02-26) vs 10-K 0000097745-25-000010 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 7,271 |
8.8% |
| MD&A | Item 7 | 5,569 |
18.0% |
| Legal Proceedings | Item 3, via Note 5 – Commitments and Contingencies | 1,244 |
13.2% |
| Accounting Policies | Item 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies | 5,277 |
8.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 186 words changed in this paragraph; it is 67% similar to last year's version.
Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents, business partners or other third parties. We have internal controls and compliance systems to protect the company against acts committed by employees, agents or businesses that we acquire that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, money laundering and data privacy, but these controls and systems may not be sufficient to prevent every such wrongful act. In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies which we acquire. We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements. Improper or unauthorized use of AI by our employees or third parties working on our behalf could create additional risks, including exposure of confidential information, errors in output, or the generation of inaccurate, misleading or biased results, which could negatively impact our customers, stakeholders and reputation. In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us. Any such allegations could cause us to lose customers and divert our resources from other tasks, which could materially and adversely affect our business and operating results.
Source: Item 1A, 10-K 0000097745-26-000018 vs Item 1A, 10-K 0000097745-25-000010
Accounting Policies 172 words changed in this paragraph; it is 67% similar to last year's version.
Standard Description Effective date for Thermo Fisher Adoption timing and adoption approach Impact of adoption or other significant matters Standards recently adopted ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance New guidance to disclose information about certain types of government assistance they receive, including cash grants and tax credits. Among other things, the new guidance requires expanded disclosure regarding the qualitative and quantitative characteristics of the nature, amount, timing, and significant terms and conditions of transactions with a government arising from a grant or other forms of assistance accounted for under a contribution model. Fourth quarter of 2022 using a prospective method Not material ASU No. 2022-04, Liabilities-Supplier Liabilities–Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations New guidance to disclose information about supplier finance programs. Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented. Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method Not material ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker. 2024 annual report and interim periods thereafter using a retrospective method Increased disclosures in Note 11 Standards not yet adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid. 2025 annual report and interim periods thereafter using a prospective or retrospective method Will increase Increased disclosures in Note Notes 7 and 9 Standards not yet adopted ASU No. 2024-03, Income Statement-Reporting Statement–Reporting Comprehensive Income-Expense Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses New guidance to disclose specified information about certain costs and expenses. 2027 annual report and interim periods thereafter using a prospective or retrospective method Will increase disclosures in Note 6
Source: Item 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies, 10-K 0000097745-26-000018 vs Item 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies, 10-K 0000097745-25-000010
MD&A 166 words changed in this paragraph; it is 37% similar to last year's version.
During 2024, all of our end markets were negatively impacted by a more muted macroeconomic environment and low economic activity 2025, revenues grew in China. Revenues from the pharma and biotech and diagnostics and healthcare customers were also negatively impacted market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services. As a result, revenues in these end markets declined slightly in the year. Revenues in the academic and government market declined, driven by customer hesitancy in a more uncertain environment in the U.S. and macro conditions in China. Revenue to customers in the industrial and applied markets increased slightly as we saw market grew. Revenues to customers in the benefits of our investments into high-impact innovation. diagnostics and healthcare market were flat. During 2024, all geographies were negatively impacted by the more muted macroeconomic environment. Sales 2025, sales grew slightly in Asia-Pacific, including China. Sales growth in Europe was flat and sales in North America America, Europe and Asia-Pacific, but declined slightly due to decreased demand for COVID-19 related products. in China. Contributions to organic revenue during 2024 from 2025 were led by the Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Biopharma Services segments were offset by declines in the and Life Sciences Solutions segment. segments.
Source: Item 7, 10-K 0000097745-26-000018 vs Item 7, 10-K 0000097745-25-000010
Legal Proceedings 83 words changed in this paragraph; it is 74% similar to last year's version.
The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At December 31, 2024, 2025, the company’s total environmental liability was approximately $86 million. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.
Source: Item 3, via Note 5 – Commitments and Contingencies, 10-K 0000097745-26-000018 vs Item 3, via Note 5 – Commitments and Contingencies, 10-K 0000097745-25-000010
Every change, by type
Sentences and paragraphs of TMO's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•Chinese regulations requiring the use of local suppliers, which compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers;
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks
Read it in 10-K 2026-02-26 at sec.gov ↗
RemovedRisk Factors
laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace culture. culture (including where there is high demand for new products, services, and technologies, such as related to AI).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Many factors, including public policy spending priorities, priorities such as national procurement initiatives, available resources, cost reimbursement policies, and product and economic cycles, have had and we expect to have a significant effect on the capital spending policies of these entities.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, cybersecurity incidents including but not limited to ransomware attacks, misuse of AI and machine learning technologies, governmental actions and legislative or regulatory changes.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Competitive factors include technological innovation, including the increased timely, responsible and effective adoption and use of artificial intelligence, emerging technologies (such as AI), price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can. can, and may achieve cost or quality advantages that we cannot match.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
In 2024, 2025, currency translation had an unfavorable a favorable effect of $0.08 $0.37 billion on revenues due to the strengthening weakening of the U.S. dollar relative to other currencies in which the company sells products and services.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) trade names) on our balance sheet, which amount to approximately $45.85 $49.36 billion and $1.24 $1.23 billion, respectively, as of December 31, 2024. 2025.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Accordingly, our prior results have been and our future results could be harmed by a variety of factors, including:
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
The ability of our employees to work may be significantly impacted by future epidemics and pandemics. pandemics, including their residual effects.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, improper or unauthorized use of AI, human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Increasing attention to environmental, social and governance sustainability matters may impact our business, financial results, stock price or reputation.
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AddedMD&A
On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation. The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows. In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.
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AddedMD&A
(d)Adjusted results exclude net gains/losses on investments. Adjusted results in 2025 also exclude $8 million of settlement charges for pension plans.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
With the completion of the filtration and separation business acquisition in September 2025, the company established a new reporting unit that solely consists of the legacy business, the book carrying value of which equaled its fair value as of the acquisition date. During its annual 2025 goodwill impairment assessment, the company performed a qualitative assessment of this reporting unit and determined that no events had occurred and no circumstances had changed that would more-likely-than-not reduce the fair value of the reporting unit below its carrying amount. As a result, the company did not perform the quantitative goodwill impairment test for this reporting unit. Given that the fair value of the reporting unit was not substantially in excess of its carrying value as of the annual 2025 assessment date, relatively small decreases in future cash flows versus anticipated results, decreases in peer trading multiples and/or increases in the weighted average cost of capital could result in impairment of goodwill. The reporting unit consisting of the filtration and separation business had $2.10 billion of goodwill, and an overall carrying value of $4.01 billion as of December 31, 2025.
Read it in 10-K 2026-02-26 at sec.gov ↗
RemovedMD&A
Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing. Additionally, our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce vaccines and therapies globally. Since the company’s acquisition of PPD in December 2021, the clinical research business has continued to play a leading role in supporting the clinical trials for COVID-19 vaccines and therapies. These positive impacts continued at much lower levels in 2024 as customer testing as well as therapy and vaccine demand declined. Sales of products related to COVID-19 testing were $0.10 billion and $0.33 billion in 2024 and 2023, respectively.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
On January 3, 2023, the company acquired, within the Specialty Diagnostics segment, The Binding Site Group, a U.K.-based provider of specialty diagnostic assays and instruments to improve the diagnosis and management of blood cancers and immune system disorders. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in diagnostics and monitoring for multiple myeloma.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
On August 14, 2023, the company acquired, within the Laboratory Products and Biopharma Services segment, CorEvitas, LLC, a U.S.-based provider of regulatory-grade, real-world evidence for approved medical treatments and therapies. The acquisition expands the segment’s portfolio with the addition of highly complementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
(Dollars in millions except per share amounts) 2025 2024 2023 Reconciliation of adjusted operating income and adjusted operating income margin GAAP operating income $ 7,746 17.4% $ 7,337 17.1% $ 6,859 16.0% Cost of revenues adjustments (a) 64 0.1% 47 0.1% 95 0.2% Selling, general and administrative expenses adjustments (b) 207 0.5% (8) 0.0% 59 0.1% Restructuring and other costs (c) 362 0.8% 379 0.9% 459 1.1% Amortization of acquisition-related intangible assets 1,730 3.9% 1,952 4.6% 2,338 5.5% Adjusted operating income (non-GAAP measure) $ 10,109 22.7% $ 9,707 22.6% $ 9,810 22.9% Reconciliation of adjusted other income/(expense) GAAP other income/(expense) $ (12) $ 12 $ (65) Adjustments (d) (6) (19) 50 Adjusted other income/(expense) (non-GAAP measure) $ (19) $ (6) $ (15) Reconciliation of adjusted tax rate GAAP tax rate 7.5 % 9.3 % 4.5 % Adjustments (e) 2.9 % 1.2 % 5.5 % Adjusted tax rate (non-GAAP measure) 10.4 % 10.5 % 10.0 % Reconciliation of adjusted earnings per share GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc. $ 17.74 $ 16.53 $ 15.45 Cost of revenues adjustments (a) 0.17 0.12 0.24 Selling, general and administrative expenses adjustments (b) 0.55 (0.02) 0.15 Restructuring and other costs (c) 0.96 0.99 1.18 Amortization of acquisition-related intangible assets 4.58 5.09 6.03 Other income/expense adjustments (d) (0.02) (0.05) 0.13 Benefit from/(provision for) income Income taxes adjustments (e) (1.21) (0.86) (1.66) Equity in earnings/losses of unconsolidated entities 0.11 0.15 0.11 Noncontrolling interests adjustments (f) 0.00 (0.05) (0.12) Adjusted EPS (non-GAAP measure) $ 22.87 $ 21.86 $ 21.55 Reconciliation of free cash flow GAAP net cash provided by operating activities $ 7,818 $ 8,667 $ 8,406 Purchases of property, plant and equipment (1,525) (1,400) (1,479) Proceeds from sale of property, plant and equipment 44 57 87 Free cash flow (non-GAAP measure) $ 6,337 $ 7,324 $ 7,014
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The company’s 2024 GAAP and adjusted tax rates in 2025 were also impacted by a $269 million deferred tax benefits benefit resulting from the recognition of $459 million, primarily tax attributes related to domestication transactions, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions, a $158 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. income, and a $93 million tax benefit from tax return reassessments.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from the impact of its Practical Process Improvement (PPI) business system Business System to address inflation, including reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower drive cost structure following restructuring actions including headcount reductions efficiencies and consolidation of facilities, and low cost region manufacturing. improve profitability.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including benefits of PPI include optimized price realization, reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The increase Organic revenues were flat in organic revenues in 2024 was 2025 primarily due to very strong growth in the electron microscopy business, partially and chromatography and mass spectrometry businesses, largely offset by declines in the other instrumentation businesses. chemical analysis business.
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RewordedMD&A
(Dollars in millions except per share amounts) 2025 2024 2023 Change Revenues $44,556 $42,879 $42,857 0 4 % GAAP operating income $7,746 $7,337 $6,859 7 6 % GAAP operating income margin 17.4% 17.1% 16.0% 1.1 0.3 pt Adjusted operating income (non-GAAP measure) $10,109 $9,707 $9,810 (1) 4 % Adjusted operating income margin (non-GAAP measure) 22.7% 22.6% 22.9% (0.3) 0.1 pt GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc. $17.74 $16.53 $15.45 7 % Adjusted earnings per share (non-GAAP measure) $22.87 $21.86 $21.55 1 5 %
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Revenues from During 2025, revenues grew in the pharma and biotech and diagnostics and healthcare customers were also negatively impacted market due to increased demand from customers, partially offset by reduced demand for COVID-19 vaccine and therapy related products and services.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
On November 15, 2024, 6, 2025, the Board of Directors announced that it replaced authorized the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 $5.00 billion of the company’s common stock.
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RewordedMD&A
(b)Adjusted results in 2024 and 2023 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, costs, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation. litigation, and accelerated depreciation on fixed assets to be abandoned due to facility consolidations.
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RewordedMD&A
Life Sciences Solutions Organic (non-GAAP measure) (Dollars in millions) 2025 2024 2023 Total Acquisitions/ Divestitures Currency Change Translation Revenues $ 10,374 $ 9,631 $ 9,977 (3) 8 % 3% 1% 0% (4)% 3% Segment income 3,768 3,503 3,420 2 8 % Segment income margin 36.3 % 36.4 % 34.3 % 2.1 (0.1) pt
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RewordedMD&A
Analytical Instruments Organic (non-GAAP measure) (Dollars in millions) 2025 2024 2023 Total Acquisitions/ Divestitures Currency Change Translation Revenues $ 7,554 $ 7,463 $ 7,263 3 1 % 0% (1)% 3% 1% 0% Segment income 1,736 1,955 1,908 2 (11) % Segment income margin 23.0 % 26.2 % 26.3 % (0.1) (3.2) pt
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Laboratory Products and Biopharma Services Organic (non-GAAP measure) (Dollars in millions) 2025 2024 2023 Total Acquisitions/ Divestitures Currency Change Translation Revenues $ 23,984 $ 23,157 $ 23,041 1 4 % 0% 0% 0% 1% 3% Segment income 3,350 3,090 3,358 (8) 8 % Segment income margin 14.0 % 13.3 % 14.6 % (1.3) 0.7 pt
Read it in 10-K 2026-02-26 at sec.gov ↗
