Item 7.01 Regulation FD Disclosure
As previously announced, Marc N. Casper, Chairman, President and Chief Executive
Officer of Thermo Fisher Scientific Inc. (the "Company"), will be participating
today in a virtual fireside chat at the Evercore ISI HealthCONx Conference.
Among other topics, Mr. Casper will provide the Company's current perspective on
the impact of the COVID-19 pandemic. This update will include expected fourth
quarter organic revenue1 growth of 40%, compared to the original expected fourth
quarter organic revenue growth of 29% that the Company provided on October 21,
2020, when it announced its third quarter 2020 results, which would translate to
full year 2020 organic revenue growth of approximately 22%. The
better-than-expected organic revenue growth is driven by increased levels of
organic growth in both the base business and COVID-19 response revenue.
Additionally, Mr. Casper will communicate expected full year 2020 adjusted
earnings per share ("EPS")2 of $19.17, which would represent 55% adjusted EPS
growth over 2019, compared to the original expected year-over-year adjusted EPS
growth of 48% that the Company provided on October 21, 2020. Actual results
could be different from these estimates given the greater-than-normal
uncertainty that continues to exist in the marketplace.
The information contained in Item 7.01 of this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
a number of risks and uncertainties, including statements about fourth quarter
revenue and impacts of the COVID-19 pandemic. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are set forth in the Company's most recent annual report on Form 10-K
and subsequent quarterly reports on Form 10-Q, which are on file with the
Securities and Exchange Commission and available in the "Investors" section of
its Website under the heading "SEC Filings." Important factors that could cause
actual results to differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: the duration and
severity of the COVID-19 pandemic; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
growth; general economic conditions and related uncertainties; dependence on
customers' capital spending policies and government funding policies; the effect
of economic and political conditions and exchange rate fluctuations on
international operations; use and protection of intellectual property; the
effect of changes in governmental regulations; and the effect of laws and
regulations governing government contracts, as well as the possibility that
expected benefits related to recent or pending acquisitions may not materialize
as expected. While we may elect to update forward-looking statements at some
point in the future, we specifically disclaim any obligation to do so, even if
our estimates change and, therefore, you should not rely on these
forward-looking statements as representing our views as of any date subsequent
to the date of this Current Report on Form 8-K.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), Thermo Fisher uses certain non-GAAP
financial measures, including adjusted EPS, which excludes certain
acquisition-related costs, including charges for the sale of inventories
revalued at the date of acquisition and significant transaction costs;
restructuring and other costs/income; amortization of acquisition-related
intangible assets; certain other gains and losses that are either isolated or
cannot be expected to occur again with any regularity
1 Organic revenue is reported revenue excluding the impact of acquisitions and
divestitures and foreign currency translation. We are unable to reconcile
organic revenue to reported revenue because the timing and amount of these items
are uncertain and could be material to Thermo Fisher's reported results.
2 Adjusted earnings per share is a non-GAAP measure that excludes certain items
detailed later in this Form 8-K under the heading "Use of Non-GAAP Financial
Measures."
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THERMO FISHER SCIENTIFIC INC.
or predictability, tax provisions/benefits related to the previous items,
benefits from tax credit carryforwards, the impact of significant tax audits or
events and the results of discontinued operations. Thermo Fisher excludes the
above items because they are outside of the company's normal operations and/or,
in certain cases, are difficult to forecast accurately for future periods.
Thermo Fisher believes that the use of non-GAAP measures helps investors to gain
a better understanding of the company's core operating results and future
prospects, consistent with how management measures and forecasts the company's
performance, especially when comparing such results to previous periods or
forecasts. Thermo Fisher does not provide GAAP financial measures on a
forward-looking basis because we are unable to predict with reasonable certainty
and without unreasonable effort items such as the timing and amount of future
restructuring actions and acquisition-related charges as well as gains or losses
from sales of real estate and businesses, the early retirement of debt and the
outcome of legal proceedings. The timing and amount of these items are uncertain
and could be material to Thermo Fisher's results computed in accordance with
GAAP.
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THERMO FISHER SCIENTIFIC INC.
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