THERMO FISHER SCIENTIFIC INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; the expected impact of the COVID-19 pandemic on the company’s business; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report. A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2022 (which is on file with the SEC). 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; any natural disaster, public health crisis or other catastrophic event; 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. The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles (non-GAAP measures). These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “ Non-GAAP Measures ” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 4): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Biopharma Services. Consolidated Results Three months ended April 1, April 2, (Dollars in millions except per share amounts) 2023 2022 Change Revenues $ 10,710 $ 11,818 (9) % GAAP operating income 1,563 2,821 (45) % GAAP operating income margin 14.6 % 23.9 % (9.3) pt Adjusted operating income (non-GAAP measure) 2,330 3,450 (32) % Adjusted operating income margin (non-GAAP measure) 21.8 % 29.2 % (7.4) pt GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. 3.32 5.61 (41) % Adjusted earnings per share (non-GAAP measure) 5.03 7.25 (31) % 21 THERMO FISHER SCIENTIFIC INC. Organic Revenue Growth Three months ended April 1, 2023 Revenue growth (9) % Impact of acquisitions 1 % Impact of currency translation (2) % Organic revenue growth* (non-GAAP measure) (8) % * Results may not sum due to rounding Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the ongoing COVID-19 pandemic. The biosciences and bioproduction businesses have expanded their capacity to meet the needs of pharma and biotech customers as they have expanded their own production volumes to meet global vaccine manufacturing requirements. 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. These positive impacts are expected to continue at much lower levels in 2023 as customer testing as well as therapy and vaccine demand declines. Sales of products related to COVID-19 testing were $141 million and $1.68 billion in the first quarter of 2023 and 2022, respectively. During the first quarter of 2023, we saw good demand from pharma and biotech customers driven by our trusted partner status. We saw broad based strength across the academic and government market. The industrial and applied market was strong, driven by continued strong demand for our analytical instruments serving our semiconductor and materials science customers. The diagnostics and healthcare market declined due to decreased demand for COVID-19 testing products. During the first quarter of 2023, sales growth in North America and Europe declined, while Asia Pacific grew slightly. Sales growth in all regions was impacted by decreased demand in 2023 for COVID-19 related products. Contributions to organic revenue during the first quarter of 2023 from the Laboratory Products and Biopharma Services and Analytical Instruments segments were more than offset by declines in the Life Sciences Solutions and Specialty Diagnostics segments. The company continues to execute its proven growth strategy which consists of three pillars: • Developing high-impact, innovative new products, • Leveraging our scale in high-growth and emerging markets, and • Delivering a unique value proposition to our customers. GAAP operating income margin and adjusted operating income margin decreased in the first quarter of 2023 due primarily to lower COVID-19 related volumes, unfavorable business mix and strategic growth investments. This was partially offset by strong pricing realization across all segments to address higher inflation while also driving strong productivity. GAAP operating income margin in the first quarter of 2023 was also impacted by restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations (Note 9), as well as the impact of fixed intangible amortization expense on lower revenues. The company’s references to strategic growth investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system including 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. Notable Recent Acquisitions 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. 22 THERMO FISHER SCIENTIFIC INC. Segment Results The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 4 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2022. Accordingly, the following segment data are reported on this basis. Three months ended April 1, April 2, (Dollars in millions) 2023 2022 Revenues Life Sciences Solutions $ 2,612 $ 4,231 Analytical Instruments 1,723 1,518 Specialty Diagnostics 1,108 1,482 Laboratory Products and Biopharma Services 5,763 5,442 Eliminations (496) (855) Consolidated revenues $ 10,710 $ 11,818 Life Sciences Solutions Three months ended Organic* (non-GAAP measure) (Dollars in millions) April 1, 2023 April 2, 2022 Total Change Currency Translation Acquisitions/ Divestitures Revenues $ 2,612 $ 4,231 (38) % (2) % — % (37) % Segment income 836 2,176 (62) % Segment income margin 32.0 % 51.4 % -19.4 pt The decrease in organic revenues in the first quarter of 2023 was primarily due to lower revenue in the genetic sciences and biosciences businesses, driven by moderation in COVID-19 related revenue. The decrease in segment income margin resulted primarily from unfavorable business mix and significantly lower COVID-19 related revenue. These decreases were partially offset by strong productivity. Analytical Instruments Three months ended Organic* (non-GAAP measure) (Dollars in millions) April 1, 2023 April 2, 2022 Total Change Currency Translation Acquisitions/ Divestitures Revenues $ 1,723 $ 1,518 14 % (3) % — % 17 % Segment income 421 301 40 % Segment income margin 24.4 % 19.8 % 4.6 pt The increase in organic revenues in the first quarter of 2023 was driven by increased demand across each of the segment’s businesses, with particular strength in the chromatography and mass spectrometry and electron microscopy businesses. The increase in segment income margin resulted primarily from profit on higher sales, strong productivity improvements, and favorable business mix, offset in part by strategic growth investments. Specialty Diagnostics Three months ended Organic* (non-GAAP measure) (Dollars in millions) April 1, 2023 April 2, 2022 Total Change Currency Translation Acquisitions/ Divestitures Revenues $ 1,108 $ 1,482 (25) % (1) % 4 % (28) % Segment income 280 353 (21) % Segment income margin 25.3 % 23.9 % 1.4 pt The decrease in organic revenues in the first quarter of 2023 was due to decreased demand, primarily driven by products addressing diagnosis of COVID-19, partially offset by growth in the immunodiagnostics and transplant diagnostics businesses. The impact of lower COVID-19 testing volume on segment income margin was partially offset by favorable business mix and strong productivity improvements. 23 THERMO FISHER SCIENTIFIC INC. Laboratory Products and Biopharma Services Three months ended Organic* (non-GAAP measure) (Dollars in millions) April 1, 2023 April 2, 2022 Total Change Currency Translation Acquisitions/ Divestitures Revenues $ 5,763 $ 5,442 6 % (1) % — % 7 % Segment income 793 620 28 % Segment income margin 13.8 % 11.4 % 2.4 pt The increase in organic revenues in the first quarter of 2023 was primarily due to higher sales in the pharma services and clinical research businesses. The increase in segment income margin was primarily due to profit on higher sales and productivity improvements, partially offset by strategic growth investments. * Results may not sum due to rounding Non-operating Items Three months ended April 1, April 2, (Dollars in millions) 2023 2022 Net interest expense $ 154 $ 118 GAAP other income/(expense) (46) (163) Adjusted other income/(expense) (non-GAAP measure) — 4 GAAP tax rate 3.4 % 11.9 % Adjusted tax rate (non-GAAP measure) 10.0 % 14.1 % Net interest expense (interest expense less interest income) increased due primarily to the company’s capital deployment initiatives, which included financing stock buybacks and the acquisition of The Binding Site Group (Note 2). See additional discussion under the caption “Liquidity and Capital Resources” below. GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains, losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component. GAAP other income/(expense) in the first quarter of 2023 and 2022 also includes $43 million and $141 million, respectively, of net losses on investments. GAAP other income/expense in 2022 also includes $26 million of losses on the early extinguishment of debt (Note 7). The company’s GAAP and adjusted tax rates decreased in the first quarter of 2023 compared to 2022 primarily due to tax planning initiatives, which included a $144 million tax benefit resulting from a capital loss generated as part of an intra-entity transaction in the first quarter of 2023. The company’s 2022 GAAP and adjusted tax rates were impacted by the release of an $82 million valuation allowance in a jurisdiction where the deferred tax assets are now expected to be realized. The effective tax rates in both the first quarter of 2023 and 2022 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.40 billion in 2023. The company expects its GAAP effective tax rate in 2023 will be between 6% and 8% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 11% in 2023. The company has operations and a taxable presence in approximately 70 countries outside the U.S. Some of these countries have lower tax rates than the U.S. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income, aside from any resulting one-time adjustment to the company’s deferred tax balances to reflect a new rate. Liquidity and Capital Resources The company’s proven growth strategy has enabled it to generate free cash flow as well as access the capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends. 24 THERMO FISHER SCIENTIFIC INC. (In millions) April 1, 2023 December 31, 2022 Cash and cash equivalents $ 3,482 $ 8,524 Total debt 35,257 34,488 Approximately half of the company’s cash balances and cash flows from operations are from outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S. including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable returns of capital as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future. The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months. As of April 1, 2023, the company’s short-term debt totaled $6.12 billion. The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 7). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of April 1, 2023, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit. Three months ended (In millions) April 1, 2023 April 2, 2022 Net cash provided by operating activities $ 729 $ 2,202 Net cash used in investing activities (3,142) (670) Net cash used in financing activities (2,593) (3,145) Free cash flow (non-GAAP measure) 277 1,564 Operating Activities During the first three months of 2023, cash provided by income was offset in part by investments in working capital. Changes in other assets and other liabilities used cash of $1.32 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $0.57 billion during the first three months of 2023. During the first three months of 2022, cash provided by income was offset in part by investments in working capital. An increase in inventories used cash of $0.50 billion, primarily to support growth in sales. Changes in other assets and other liabilities used cash of $0.36 billion primarily due to the timing of payments for compensation. Cash payments for income taxes were $0.30 billion during the first three months of 2022. Investing Activities During the first three months of 2023, acquisitions used cash of $2.70 billion. The company’s investing activities also included the purchase of $0.46 billion of property, plant and equipment for capacity and capability investments. During the first three months of 2022, acquisitions used cash of $0.04 billion. The company’s investing activities also included the purchase of $0.64 billion of property, plant and equipment for capacity and capability investments. Financing Activities During the first three months of 2023 net commercial paper activity used cash of $0.50 billion. The company’s financing activities also included the repurchase of $3.00 billion of the company’s common stock (5.2 million shares) and the payment of $0.12 billion in cash dividends. On November 10, 2022, the Board of Directors authorized the repurchase of up to $4.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first quarter of 2023 were under this program. At May 5, 2023, authorization remained for $1.00 billion of future repurchases of the company’s common stock. During the first three months of 2022 repayment of senior notes and net commercial paper activity used cash of $0.38 billion and $0.63 billion, respectively. The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.3 million shares) and the payment of $0.10 billion in cash dividends. The company’s commitments for purchases of property, plant and equipment, contractual obligations and other commercial commitments did not change materially subsequent to April 1, 2023. The company expects that for all of 2023, expenditures for property, plant and equipment, net of disposals, will be approximately $2.0 billion. 25 THERMO FISHER SCIENTIFIC INC. Non-GAAP Measures In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired/divested businesses and the effects of currency translation. We report organic revenue growth because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues. Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods. We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable: • Certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction/acquisition-related costs, including changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs. • Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are not indicative of our normal operating costs. • Equity in earnings/losses of unconsolidated entities; impairments of long-lived assets; and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, including gains/losses on investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt. We exclude these items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. • The expense associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of up to 20 years. Exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies. • The tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods. We report free cash flow, which is operating cash flow excluding net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure. The non-GAAP financial measures of the company’s results of operations and cash flows included in this Form 10-Q are not meant to be considered superior to or a substitute for the company’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth within the “Overview” and “Results of Operations” sections and below. Three months ended April 1, April 2, (Dollars in millions except per share amounts) 2023 2022 Reconciliation of adjusted operating income GAAP operating income $ 1,563 $ 2,821 Cost of revenues adjustments (a) 41 11 Selling, general and administrative expenses adjustments (b) 8 7 Restructuring and other costs (c) 112 2 Amortization of acquisition-related intangible assets 606 609 Adjusted operating income (non-GAAP measure) $ 2,330 $ 3,450 26 THERMO FISHER SCIENTIFIC INC. Three months ended April 1, April 2, (Dollars in millions except per share amounts) 2023 2022 Reconciliation of adjusted operating income margin GAAP operating income margin 14.6 % 23.9 % Cost of revenues adjustments (a) 0.4 % 0.1 % Selling, general and administrative expenses adjustments (b) 0.1 % 0.0 % Restructuring and other costs (c) 1.0 % 0.0 % Amortization of acquisition-related intangible assets 5.7 % 5.2 % Adjusted operating income margin ( non-GAAP measure) 21.8 % 29.2 % Reconciliation of adjusted other income/(expense) GAAP other income/(expense) $ (46) $ (163) Adjustments (d) 46 167 Adjusted other income/(expense) (non-GAAP measure) $ — $ 4 Reconciliation of adjusted tax rate GAAP tax rate 3.4 % 11.9 % Adjustments (e) 6.6 % 2.2 % Adjusted tax rate (non-GAAP measure) 10.0 % 14.1 % Reconciliation of adjusted earnings per share GAAP diluted earnings per share (EPS) attributable to Thermo Fisher Scientific Inc. $ 3.32 $ 5.61 Cost of revenues adjustments (a) 0.10 0.03 Selling, general and administrative expenses adjustments (b) 0.02 0.02 Restructuring and other costs (c) 0.29 0.01 Amortization of acquisition-related intangible assets 1.56 1.54 Other income/expense adjustments (d) 0.12 0.42 Provision for income taxes adjustments (e) (0.44) (0.43) Equity in earnings/losses of unconsolidated entities 0.06 0.05 Adjusted EPS (non-GAAP measure) $ 5.03 $ 7.25 Reconciliation of free cash flow GAAP net cash provided by operating activities $ 729 $ 2,202 Purchases of property, plant and equipment (458) (640) Proceeds from sale of property, plant and equipment 6 2 Free cash flow (non-GAAP measure) $ 277 $ 1,564 (a) Adjusted results in 2023 and in 2022 exclude charges for the sale of inventories revalued at the date of acquisition. Adjusted results in 2023 also exclude $31 million of inventory write-downs associated with large-scale abandonment of product lines. (b) Adjusted results in 2023 and 2022 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions and charges/credits for changes in estimates of contingent acquisition consideration. (c) Adjusted results in 2023 and 2022 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2023 also exclude $18 million of net charges for pre-acquisition litigation and other matters. (d) Adjusted results in 2023 and 2022 exclude net gains/losses on investments. Adjusted results in 2022 also exclude $26 million of losses on the early extinguishment of debt. (e) Adjusted provision for income taxes in 2023 and 2022 excludes incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes and the tax impacts from audit settlements. Critical Accounting Policies and Estimates Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2022 describe the significant accounting estimates and policies used in preparation of the consolidated 27 THERMO FISHER SCIENTIFIC INC. financial statements. There have been no significant changes in the company’s critical accounting policies during the first three months of 2023. Recent Accounting Pronouncements A description of recently issued accounting standards is included under the heading “ Recent Accounting Pronouncements ” in Note 1. Item 3. Quantitative and Qualitative Disclosures About Market Risk The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2022.