0000097745-18-000027.txt : 20180725 0000097745-18-000027.hdr.sgml : 20180725 20180725073046 ACCESSION NUMBER: 0000097745-18-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180725 DATE AS OF CHANGE: 20180725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO FISHER SCIENTIFIC INC. CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 18967678 BUSINESS ADDRESS: STREET 1: 168 THIRD AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 168 THIRD AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: THERMO ELECTRON CORP DATE OF NAME CHANGE: 19920703 8-K 1 q218earnings8k.htm 8-K DATED JULY 25. 2018 Document
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):

July 25, 2018
____________________________________________________________

THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
 
Delaware
 
1-8002
 
04-2209186
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
 
168 Third Avenue
 
 
 
 
Waltham, Massachusetts
 
02451
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(781) 622-1000
 
 
(Registrant’s telephone number including area code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.                                 ¨  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.  ¨






THERMO FISHER SCIENTIFIC INC.

This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, under the caption “Risk Factors,” which is on file with the Securities and Exchange Commission and available in the “Investors” section of our 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 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 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.

Item 2.02    Results of Operations and Financial Condition

On July 25, 2018, the Registrant announced its financial results for the fiscal quarter ended June 30, 2018. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) 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.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

The following Exhibit relating to Item 2.02 shall be deemed “furnished,” and not “filed”:

99.1 Press Release dated July 25, 2018


2




THERMO FISHER SCIENTIFIC INC.

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.

 
 
THERMO FISHER SCIENTIFIC INC.
 
 
 
 
 
 
 
 
Date:
July 25, 2018
By:
/s/ Peter E. Hornstra
 
 
 
Peter E. Hornstra
 
 
 
Vice President and Chief Accounting Officer


3
EX-99.1 2 q218earnings8kex99_1.htm PRESS RELEASE AND EARNINGS TABLES Exhibit


Exhibit 99.1
logo11.jpg

News


FOR IMMEDIATE RELEASE
 
Media Contact Information:
Karen Kirkwood
Investor Contact Information:
Ken Apicerno
Phone: 781-622-1306
Phone: 781-622-1294
E-mail: karen.kirkwood@thermofisher.com
E-mail: ken.apicerno@thermofisher.com
Website: www.thermofisher.com
 



Thermo Fisher Scientific Reports Second Quarter 2018 Results


WALTHAM, Mass. (July 25, 2018) - Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today reported its financial results for the second quarter ended June 30, 2018.


Second Quarter 2018 Highlights

Grew revenue 22% to $6.08 billion.

Increased GAAP diluted earnings per share (EPS) 19% to $1.85.

Increased adjusted EPS 20% to $2.75.

Launched suite of new mass spectrometry systems for life sciences and applied markets - highlighted by the Thermo Scientific Q Exactive UHMR for protein research - as well as new products for clinical research and diagnostics, including the Ion Torrent Oncomine Childhood Cancer Research Assay and the Thermo Scientific B.R.A.H.M.S. Kryptor Gold immunoassay analyzer in Europe.

Opened new Precision Medicine Science Center in the U.S., giving customers greater access to the range of technologies and expertise we offer to help them accelerate development of individualized patient treatments.

Announced agreement to acquire Gatan Inc., a leading provider of instrumentation and software to enhance the performance of electron microscopy systems.


Adjusted EPS, adjusted operating income, adjusted operating margin and free cash flow are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Use of Non-GAAP Financial Measures.”

“We’re pleased to deliver another excellent quarter, which reflects the strength of our global competitive position,” said Marc N. Casper, president and chief executive officer of Thermo Fisher Scientific. “Conditions across our end markets globally were strong and our team executed well to capture the opportunities for growth.

“Among the highlights during the quarter, we launched a comprehensive line-up of new products to help our customers meet their goals in life science research, applied markets and clinical settings. We continued to effectively leverage our scale to deliver strong growth in Asia-Pacific and emerging markets, including China. We also announced our agreement to acquire Gatan, which is a great fit with our electron microscopy business and will strengthen our customer offering.”

Casper added, “Our excellent first half of the year positions us to achieve a very successful 2018.”


Second Quarter 2018

Revenue for the quarter grew 22% to $6.08 billion in 2018, versus $4.99 billion in 2017. Organic revenue growth was 8%; acquisitions increased revenue by 12% and currency translation increased revenue by 2%.

GAAP Earnings Results

GAAP diluted EPS in the second quarter increased 19% to $1.85, versus $1.56 in the same quarter last year. GAAP operating income for the second quarter of 2018 grew to $0.94 billion, compared with $0.75 billion in the second quarter of 2017. GAAP operating margin increased to 15.4%, compared with 15.0% in the second quarter of 2017.

Non-GAAP Earnings Results

Adjusted EPS in the second quarter of 2018 increased 20% to $2.75, versus $2.30 in the second quarter of 2017. Adjusted operating income for the second quarter of 2018 grew 21% compared with the year-ago quarter. Adjusted operating margin was 23.1%, compared with 23.2% in the second quarter of 2017.


2018 Guidance Update

Thermo Fisher is raising its 2018 revenue and earnings guidance to reflect strong operational performance, partially offset by less favorable foreign exchange. The company is raising its revenue guidance to a new range of $23.68 to $23.86 billion versus its previous guidance of $23.62 to $23.86 billion. This would result in 13 to 14% revenue growth over 2017. The company is raising its adjusted EPS guidance to a new range of $10.89 to $11.01, versus its previous guidance of $10.80 to $10.96, for 15 to 16% growth year over year.


Segment Results

Management uses adjusted operating results to monitor and evaluate performance of the company’s four business segments, as highlighted below. Since these results are used for this purpose, they are also considered to be prepared in accordance with GAAP.

Life Sciences Solutions Segment

In the second quarter of 2018, Life Sciences Solutions Segment revenue grew 12% to $1.57 billion, compared with revenue of $1.40 billion in the second quarter of 2017. Segment adjusted operating margin increased to 33.3%, versus 31.9% in the 2017 quarter.
Analytical Instruments Segment

Analytical Instruments Segment revenue grew 13% to $1.31 billion in the second quarter of 2018, compared with revenue of $1.17 billion in the second quarter of 2017. Segment adjusted operating margin increased to 22.2%, versus 19.9% in the 2017 quarter.

Specialty Diagnostics Segment

Specialty Diagnostics Segment revenue grew 8% to $0.93 billion in the second quarter of 2018, compared with revenue of $0.86 billion in the second quarter of 2017. Segment adjusted operating margin was 27.2% in both periods.

Laboratory Products and Services Segment

Laboratory Products and Services Segment results reflect the acquisition of Patheon in late August 2017. In the second quarter of 2018, segment revenue grew 42% to $2.55 billion, compared with revenue of $1.79 billion in the second quarter of 2017. Segment adjusted operating margin was 13.2%, versus 13.7% in the 2017 quarter.


Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS, adjusted operating income and adjusted operating margin, which exclude 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; and amortization of acquisition-related intangible assets. Adjusted EPS also excludes certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, tax provisions/benefits related to the previous items, the impact of significant tax audits or events and the results of discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We also use a non-GAAP measure, free cash flow, which is operating cash flow from continuing operations, less 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. We believe that the use of non-GAAP 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 performance, especially when comparing such results to previous periods or forecasts.

For example:

We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs.

We exclude certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition and significant transaction costs. We exclude these costs because we do not believe they are indicative of our normal operating costs.

We exclude the expense and tax effects 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 3 to 20 years. In 2018, based on acquisitions closed through the end of the second quarter of 2018, our adjusted EPS will exclude approximately $3.35 of expense for the amortization of acquisition-related intangible assets. 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.

We also exclude certain gains/losses and related tax effects, the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate changes or the estimated initial impacts of U.S. tax reform legislation), which are either isolated or cannot be expected to occur again with any predictability and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business or real estate, gains or losses on significant litigation-related matters, gains on curtailments of pension plans, the early retirement of debt and discontinued operations.

We also report free cash flow, which is operating cash flow from continuing operations, less 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.

Thermo Fisher’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the company’s core operating performance and comparing such performance to that of prior periods 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.

The non-GAAP financial measures of Thermo Fisher’s results of operations and cash flows included in this press release are not meant to be considered superior to or a substitute for Thermo Fisher’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 in the accompanying tables. 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.


Conference Call

Thermo Fisher Scientific will hold its earnings conference call today, July 25, 2018, at 8:30 a.m. Eastern time. To listen, dial (844) 579-6824 within the U.S. or (763) 488-9145 outside the U.S. You may also listen to the call live on our website, www.thermofisher.com, by clicking on “Investors.” You will find this press release, including the accompanying reconciliation of non-GAAP financial measures and related information, in that section of our website under “Financial Results.” An audio archive of the call will be available under “Webcasts and Presentations” through Friday, August 10, 2018.


About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, with revenues of more than $20 billion and approximately 70,000 employees globally. Our mission is to enable our customers to make the world healthier, cleaner and safer. We help our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics, deliver medicines to market and increase laboratory productivity. Through our premier brands - Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and Unity Lab Services - we offer an unmatched combination of innovative technologies, purchasing convenience and comprehensive support. For more information, please visit www.thermofisher.com.


Safe Harbor Statement

The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: 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 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. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which is on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings.” 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 estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.


###






Consolidated Statement of Income (unaudited) (a)(b)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
June 30,
 
% of
 
July 1,
 
% of
(In millions except per share amounts)
 
2018
 
Revenues
 
2017
 
Revenues
 
 
 
 
 
 
 
 
 
Revenues
 
$
6,078

 
 
 
$
4,990

 
 
Costs and Operating Expenses:
 
 
 
 
 
 
 
 
Cost of revenues (c)
 
3,211

 
52.8
%
 
2,578

 
51.7
%
Selling, general and administrative expenses (d)
 
1,230

 
20.2
%
 
1,039

 
20.8
%
Amortization of acquisition-related intangible assets
 
441

 
7.3
%
 
380

 
7.6
%
Research and development expenses
 
242

 
4.0
%
 
222

 
4.4
%
Restructuring and other costs, net (e)
 
17

 
0.3
%
 
22

 
0.5
%
 
 
5,141

 
84.6
%
 
4,241

 
85.0
%
Operating Income
 
937

 
15.4
%
 
749

 
15.0
%
Interest Income
 
31

 
 
 
18

 
 
Interest Expense
 
(170
)
 
 
 
(134
)
 
 
Other Income (Expense), Net (f)
 
8

 
 
 
(7
)
 
 
Income Before Income Taxes
 
806

 
 
 
626

 
 
Provision for Income Taxes (g)
 
(54
)
 
 
 
(13
)
 
 
Income from Continuing Operations
 
752

 
 
 
613

 
 
Loss from Discontinued Operations
 

 
 
 
(1
)
 
 
Net Income
 
$
752

 
12.4
%
 
$
612

 
12.3
%
 
 
 
 
 
 
 
 
 
Earnings per Share from Continuing Operations:
 
 
 
 
 
 
 
 
Basic
 
$
1.87

 
 
 
$
1.57

 
 
Diluted
 
$
1.85

 
 
 
$
1.56

 
 
Earnings per Share:
 
 
 
 
 
 
 
 
Basic
 
$
1.87

 
 
 
$
1.57

 
 
Diluted
 
$
1.85

 
 
 
$
1.56

 
 
Weighted Average Shares:
 
 
 
 
 
 
 
 
Basic
 
403

 
 
 
390

 
 
Diluted
 
406

 
 
 
393

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Operating Income and Adjusted Operating Margin
 
 
 
 
 
 
 
 
GAAP Operating Income (a)
 
$
937

 
15.4
%
 
$
749

 
15.0
%
Cost of Revenues Charges (c)
 
5

 
0.1
%
 
1

 
0.0
%
Selling, General and Administrative Charges, Net (d)
 
3

 
0.0
%
 
7

 
0.1
%
Restructuring and Other Costs, Net (e)
 
17

 
0.3
%
 
22

 
0.5
%
Amortization of Acquisition-related Intangible Assets
 
441

 
7.3
%
 
380

 
7.6
%
Adjusted Operating Income (b)
 
$
1,403

 
23.1
%
 
$
1,159

 
23.2
%
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Net Income
 
 
 
 
 
 
 
 
GAAP Net Income (a)
 
$
752

 
 
 
$
612

 
 
Cost of Revenues Charges (c)
 
5

 
 
 
1

 
 
Selling, General and Administrative Charges, Net (d)
 
3

 
 
 
7

 
 
Restructuring and Other Costs, Net (e)
 
17

 
 
 
22

 
 
Amortization of Acquisition-related Intangible Assets
 
441

 
 
 
380

 
 
Other (Income) Expense, Net (f)
 
1

 
 
 
3

 
 
Benefit from Income Taxes (g)
 
(103
)
 
 
 
(123
)
 
 
Discontinued Operations, Net of Tax
 

 
 
 
1

 
 
Adjusted Net Income (b)
 
$
1,116

 
 
 
$
903

 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Earnings per Share
 
 
 
 
 
 
 
 
GAAP EPS (a)
 
$
1.85

 
 
 
$
1.56

 
 
Cost of Revenues Charges, Net of Tax (c)
 
0.01

 
 
 

 
 
Selling, General and Administrative Charges, Net of Tax (d)
 
0.01

 
 
 
0.01

 
 
Restructuring and Other Costs, Net of Tax (e)
 
0.03

 
 
 
0.04

 
 
Amortization of Acquisition-related Intangible Assets, Net of Tax
 
0.83

 
 
 
0.68

 
 
Other (Income) Expense, Net of Tax (f)
 
0.01

 
 
 
0.01

 
 
Provision for (Benefit from) Income Taxes (g)
 
0.01

 
 
 

 
 
Discontinued Operations, Net of Tax
 

 
 
 

 
 
Adjusted EPS (b)
 
$
2.75

 
 
 
$
2.30

 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Free Cash Flow
 
 
 
 
 
 
 
 
GAAP Net Cash Provided by Operating Activities (a)
 
$
1,444

 
 
 
$
849

 
 
Net Cash Used in Discontinued Operations
 

 
 
 

 
 
Purchases of Property, Plant and Equipment
 
(183
)
 
 
 
(88
)
 
 
Proceeds from Sale of Property, Plant and Equipment
 
1

 
 
 
1

 
 
Free Cash Flow
 
$
1,262

 
 
 
$
762

 
 



Segment Data
 
Three Months Ended
 
 
June 30,
 
% of
 
July 1,
 
% of
(In millions)
 
2018
 
Revenues
 
2017
 
Revenues
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Life Sciences Solutions
 
$
1,569

 
25.8
 %
 
$
1,405

 
28.2
 %
Analytical Instruments
 
1,311

 
21.6
 %
 
1,166

 
23.4
 %
Specialty Diagnostics
 
932

 
15.3
 %
 
862

 
17.3
 %
Laboratory Products and Services
 
2,550

 
42.0
 %
 
1,792

 
35.9
 %
Eliminations
 
(284
)
 
-4.7
 %
 
(235
)
 
-4.8
 %
Consolidated Revenues
 
$
6,078

 
100.0
 %
 
$
4,990

 
100.0
 %
 
 
 
 
 
 
 
 
 
Operating Income and Operating Margin
 
 
 
 
 
 
 
 
Life Sciences Solutions
 
$
522

 
33.3
 %
 
$
448

 
31.9
 %
Analytical Instruments
 
291

 
22.2
 %
 
232

 
19.9
 %
Specialty Diagnostics
 
253

 
27.2
 %
 
234

 
27.2
 %
Laboratory Products and Services
 
337

 
13.2
 %
 
245

 
13.7
 %
Subtotal Reportable Segments
 
1,403

 
23.1
 %
 
1,159

 
23.2
 %
 
 
 
 
 
 
 
 
 
Cost of Revenues Charges (c)
 
(5
)
 
-0.1
 %
 
(1
)
 
0.0
 %
Selling, General and Administrative Charges, Net (d)
 
(3
)
 
0.0
 %
 
(7
)
 
-0.1
 %
Restructuring and Other Costs, Net (e)
 
(17
)
 
-0.3
 %
 
(22
)
 
-0.5
 %
Amortization of Acquisition-related Intangible Assets
 
(441
)
 
-7.3
 %
 
(380
)
 
-7.6
 %
GAAP Operating Income (a)
 
$
937

 
15.4
 %
 
$
749

 
15.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) "GAAP" (reported) results were determined in accordance with U.S. generally accepted accounting principles (GAAP). The results for 2017 have been restated for the immaterial impacts of adopting new guidance on pension accounting.
(b) Adjusted results are non-GAAP measures and, for income measures, exclude certain charges to cost of revenues (see note (c) for details); certain credits/charges to selling, general and administrative expenses (see note (d) for details); amortization of acquisition-related intangible assets; restructuring and other costs, net (see note (e) for details); certain other gains or losses that are either isolated or cannot be expected to occur again with any predictability (see note (f) for details); and the tax consequences of the preceding items and certain other tax items (see note (g) for details).
(c) Reported results in 2018 include $5 of charges for the sale of inventories revalued at the date of acquisition. Reported results in 2017 include $1 of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.
(d) Reported results in 2018 and 2017 include $4 and $6, respectively, of certain third-party expenses, principally transaction/integration costs related to recently completed acquisitions. Reported results in 2018 also include $1 of credits from changes in estimates of contingent acquisition consideration. Reported results in 2017 also included $1 of accelerated depreciation on fixed assets to be abandoned due to integration synergies.
(e) Reported results in 2018 and 2017 include restructuring and other costs, net, consisting principally of severance, abandoned facility and other expenses of headcount reductions within several businesses and real estate consolidations. Reported results in 2018 include $1 of hurricane response costs. Reported results in 2017 include $2 of charges for the settlement of retirement plans.
(f) Reported results in 2018 and 2017 include $2 and $1, respectively, of net gains on investments, offset in part by $1 and $1, respectively, of losses on the early extinguishment of debt. Reported results in 2018 also include $2 of net charges for the settlement/curtailment of pension plans. Reported results in 2017 also include a $3 charge related to fees paid to obtain bridge financing commitments for the acquisition of Patheon.
(g) Reported provision for income taxes includes i) $109 and $124 of incremental tax benefit in 2018 and 2017, respectively, for the pre-tax reconciling items between GAAP and adjusted net income; ii) $6 in 2018, of incremental tax provision from adjusting the company's non-U.S. deferred tax balances as a result of tax rate changes; and iii) $1 in 2017, of incremental tax provision due to audit settlements.
Notes:
Consolidated depreciation expense is $130 and $97 in 2018 and 2017, respectively.
 





Consolidated Statement of Income (unaudited) (a)(b)
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
June 30,
 
% of
 
July 1,
 
% of
(In millions except per share amounts)
 
2018
 
Revenues
 
2017
 
Revenues
 
 
 
 
 
 
 
 
 
Revenues
 
$
11,931

 
 
 
$
9,755

 
 
Costs and Operating Expenses:
 
 
 
 
 
 
 
 
Cost of revenues (c)
 
6,355

 
53.3
%
 
5,024

 
51.5
%
Selling, general and administrative expenses (d)
 
2,430

 
20.4
%
 
2,131

 
21.8
%
Amortization of acquisition-related intangible assets
 
885

 
7.4
%
 
748

 
7.7
%
Research and development expenses
 
476

 
4.0
%
 
437

 
4.5
%
Restructuring and other costs, net (e)
 
62

 
0.5
%
 
46

 
0.5
%
 
 
10,208

 
85.6
%
 
8,386

 
86.0
%
Operating Income
 
1,723

 
14.4
%
 
1,369

 
14.0
%
Interest Income
 
51

 
 
 
36

 
 
Interest Expense
 
(333
)
 
 
 
(269
)
 
 
Other Expense, Net (f)
 
(1
)
 
 
 
(7
)
 
 
Income Before Income Taxes
 
1,440

 
 
 
1,129

 
 
(Provision for) Benefit from Income Taxes (g)
 
(109
)
 
 
 
35

 
 
Income from Continuing Operations
 
1,331

 
 
 
1,164

 
 
Loss from Discontinued Operations, Net of Tax
 

 
 
 
(1
)
 
 
Net Income
 
$
1,331

 
11.2
%
 
$
1,163

 
11.9
%
 
 
 
 
 
 
 
 
 
Earnings per Share from Continuing Operations:
 
 
 
 
 
 
 
 
Basic
 
$
3.31

 
 
 
$
2.98

 
 
Diluted
 
$
3.28

 
 
 
$
2.96

 
 
Earnings per Share:
 
 
 
 
 
 
 
 
Basic
 
$
3.31

 
 
 
$
2.98

 
 
Diluted
 
$
3.28

 
 
 
$
2.95

 
 
Weighted Average Shares:
 
 
 
 
 
 
 
 
Basic
 
402

 
 
 
390

 
 
Diluted
 
406

 
 
 
394

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Operating Income and Adjusted Operating Margin
 
 
 
 
 
 
 
 
GAAP Operating Income (a)
 
$
1,723

 
14.4
%
 
$
1,369

 
14.0
%
Cost of Revenues Charges (c)
 
8

 
0.1
%
 
32

 
0.3
%
Selling, General and Administrative Charges, Net (d)
 
11

 
0.1
%
 
38

 
0.4
%
Restructuring and Other Costs, Net (e)
 
62

 
0.5
%
 
46

 
0.5
%
Amortization of Acquisition-related Intangible Assets
 
885

 
7.4
%
 
748

 
7.7
%
Adjusted Operating Income (b)
 
$
2,689

 
22.5
%
 
$
2,233

 
22.9
%
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Net Income
 
 
 
 
 
 
 
 
GAAP Net Income (a)
 
$
1,331

 
 
 
$
1,163

 
 
Cost of Revenues Charges (c)
 
8

 
 
 
32

 
 
Selling, General and Administrative Charges, Net (d)
 
11

 
 
 
38

 
 
Restructuring and Other Costs, Net (e)
 
62

 
 
 
46

 
 
Amortization of Acquisition-related Intangible Assets
 
885

 
 
 
748

 
 
Other Expense, Net (f)
 
9

 
 
 

 
 
Benefit from Income Taxes (g)
 
(178
)
 
 
 
(305
)
 
 
Discontinued Operations, Net of Tax
 

 
 
 
1

 
 
Adjusted Net Income (b)
 
$
2,128

 
 
 
$
1,723

 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted Earnings per Share
 
 
 
 
 
 
 
 
GAAP EPS (a)
 
$
3.28

 
 
 
$
2.95

 
 
Cost of Revenues Charges, Net of Tax (c)
 
0.01

 
 
 
0.05

 
 
Selling, General and Administrative Charges, Net of Tax (d)
 
0.02

 
 
 
0.07

 
 
Restructuring and Other Costs, Net of Tax (e)
 
0.12

 
 
 
0.08

 
 
Amortization of Acquisition-related Intangible Assets, Net of Tax
 
1.72

 
 
 
1.38

 
 
Other Expense, Net of Tax (f)
 
0.02

 
 
 

 
 
Provision for (Benefit from) Income Taxes (g)
 
0.07

 
 
 
(0.15
)
 
 
Discontinued Operations, Net of Tax
 

 
 
 

 
 
Adjusted EPS (b)
 
$
5.24

 
 
 
$
4.38

 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Free Cash Flow
 
 
 
 
 
 
 
 
GAAP Net Cash Provided by Operating Activities (a)
 
$
1,522

 
 
 
$
1,210

 
 
Net Cash Used in Discontinued Operations
 

 
 
 
1

 
 
Purchases of Property, Plant and Equipment
 
(301
)
 
 
 
(181
)
 
 
Proceeds from Sale of Property, Plant and Equipment
 
3

 
 
 
2

 
 
Free Cash Flow
 
$
1,224

 
 
 
$
1,032

 
 



Segment Data
 
Six Months Ended
 
 
June 30,
 
% of
 
July 1,
 
% of
(In millions)
 
2018
 
Revenues
 
2017
 
Revenues
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Life Sciences Solutions
 
$
3,068

 
25.7
 %
 
$
2,768

 
28.4
 %
Analytical Instruments
 
2,568

 
21.5
 %
 
2,218

 
22.7
 %
Specialty Diagnostics
 
1,879

 
15.7
 %
 
1,728

 
17.7
 %
Laboratory Products and Services
 
4,963

 
41.6
 %
 
3,491

 
35.8
 %
Eliminations
 
(547
)
 
-4.5
 %
 
(450
)
 
-4.6
 %
Consolidated Revenues
 
$
11,931

 
100.0
 %
 
$
9,755

 
100.0
 %
 
 
 
 
 
 
 
 
 
Operating Income and Operating Margin
 
 
 
 
 
 
 
 
Life Sciences Solutions
 
$
1,039

 
33.9
 %
 
$
881

 
31.8
 %
Analytical Instruments
 
537

 
20.9
 %
 
424

 
19.1
 %
Specialty Diagnostics
 
496

 
26.4
 %
 
467

 
27.0
 %
Laboratory Products and Services
 
617

 
12.4
 %
 
461

 
13.2
 %
Subtotal Reportable Segments
 
2,689

 
22.5
 %
 
2,233

 
22.9
 %
 
 
 
 
 
 
 
 
 
Cost of Revenues Charges (c)
 
(8
)
 
-0.1
 %
 
(32
)
 
-0.3
 %
Selling, General and Administrative Charges, Net (d)
 
(11
)
 
-0.1
 %
 
(38
)
 
-0.4
 %
Restructuring and Other Costs, Net (e)
 
(62
)
 
-0.5
 %
 
(46
)
 
-0.5
 %
Amortization of Acquisition-related Intangible Assets
 
(885
)
 
-7.4
 %
 
(748
)
 
-7.7
 %
GAAP Operating Income (a)
 
$
1,723

 
14.4
 %
 
$
1,369

 
14.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) "GAAP" (reported) results were determined in accordance with U.S. generally accepted accounting principles (GAAP). The results for 2017 have been restated for the immaterial impacts of adopting new guidance on pension accounting.
(b) Adjusted results are non-GAAP measures and, for income measures, exclude certain charges to cost of revenues (see note (c) for details); certain credits/charges to selling, general and administrative expenses (see note (d) for details); amortization of acquisition-related intangible assets; restructuring and other costs, net (see note (e) for details); certain other gains or losses that are either isolated or cannot be expected to occur again with any predictability (see note (f) for details); and the tax consequences of the preceding items and certain other tax items (see note (g) for details).
(c) Reported results in 2018 and 2017 include i) $8 and $31, respectively, of charges for the sale of inventories revalued at the date of acquisition. Reported results in 2017 also include $1 of accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.
(d) Reported results in 2018 and 2017 include i) $12 and $12, respectively, of certain third-party expenses, principally transaction/integration costs related to recently completed acquisitions and ii) $(1) and $25, respectively, of (credits)/charges from changes in estimates of contingent acquisition consideration. Reported results in 2017 also include $1 of accelerated depreciation on fixed assets to be abandoned due to integration synergies.
(e) Reported results in 2018 and 2017 include restructuring and other costs, net, consisting principally of severance, abandoned facility and other expenses of headcount reductions within several businesses and real estate consolidations. Reported results in 2018 include $6 of net charges for litigation and $4 of hurricane response costs. Reported results in 2017 include $4 of net charges for litigation and $2 of charges for the settlement of retirement plans.
(f) Reported results in 2018 include $4 of net losses from investments, $3 of losses on the early extinguishment of debt and $2 of net charges for the settlement/curtailment of pension plans. Reported results in 2017 include $4 of losses on the early extinguishment of debt and a $3 charge related to fees paid to obtain bridge financing commitments for the acquisition of Patheon, offset in part by $7 of net gains from investments.
(g) Reported provision for income taxes includes i) $208 and $243 of incremental tax benefit in 2018 and 2017, respectively, for the pre-tax reconciling items between GAAP and adjusted net income; ii) $(9) and $63 of incremental tax (provision) benefit in 2018 and 2017, respectively, from adjusting the company's non-U.S. deferred tax balances as a result of tax rate changes, iii) in 2018, $21 of incremental tax provision to adjust the estimated initial impacts of U.S. tax reform legislation recorded in 2017 and iv) in 2017, $1 of incremental tax provision in 2017 due to audit settlements.
Notes:
Consolidated depreciation expense is $261 and $194 in 2018 and 2017, respectively.
 





Condensed Consolidated Balance Sheet (unaudited)
 
 
 
 
 
 
 
 
 
 
 
June 30,
 
December 31,
(In millions)
 
2018
 
2017
 
 
 
 
 
Assets
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
937

 
$
1,335

Accounts receivable, net
 
3,911

 
3,879

Inventories
 
2,866

 
2,971

Other current assets
 
1,760

 
1,236

Total current assets
 
9,474

 
9,421

Property, Plant and Equipment, Net
 
3,952

 
4,047

Acquisition-related Intangible Assets
 
15,680

 
16,684

Other Assets
 
1,177

 
1,227

Goodwill
 
25,120

 
25,290

Total Assets
 
$
55,403

 
$
56,669

 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
Current Liabilities:
 
 
 
 
Short-term obligations and current maturities of long-term obligations
 
$
1,711

 
$
2,135

Other current liabilities
 
4,269

 
4,913

Total current liabilities
 
5,980

 
7,048

Other Long-term Liabilities
 
5,269

 
5,335

Long-term Obligations
 
17,709

 
18,873

Total Shareholders' Equity
 
26,445

 
25,413

Total Liabilities and Shareholders' Equity
 
$
55,403

 
$
56,669





Condensed Consolidated Statement of Cash Flows (unaudited)
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
June 30,
 
July 1,
(In millions)
 
2018
 
2017
 
 
 
 
 
Operating Activities
 
 
 
 
Net income
 
$
1,331

 
$
1,163

Loss from discontinued operations
 

 
1

Income from continuing operations
 
1,331

 
1,164

 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
1,146

 
942

Change in deferred income taxes
 
(99
)
 
(299
)
Other non-cash expenses, net
 
154

 
148

Changes in assets and liabilities, excluding the effects of acquisitions and dispositions
 
(1,010
)
 
(744
)
Net cash provided by continuing operations
 
1,522

 
1,211

Net cash used in discontinued operations
 

 
(1
)
Net cash provided by operating activities
 
1,522

 
1,210

 
 
 
 
 
Investing Activities
 
 
 
 
Acquisitions, net of cash acquired
 
(59
)
 
(307
)
Purchases of property, plant and equipment
 
(301
)
 
(181
)
Proceeds from sale of property, plant and equipment
 
3

 
2

Other investing activities, net
 
(7
)
 
9

Net cash used in investing activities
 
(364
)
 
(477
)
 
 
 
 
 
Financing Activities
 
 
 
 
Net proceeds from issuance of debt
 

 
519

Repayment of debt
 
(1,353
)
 
(1,329
)
Net proceeds from issuance of commercial paper
 
2,761

 
4,487

Repayment of commercial paper
 
(2,655
)
 
(3,991
)
Purchases of company common stock
 

 
(750
)
Dividends paid
 
(129
)
 
(118
)
Net proceeds from issuance of company common stock under employee stock plans
 
78

 
99

Other financing activities, net
 
(50
)
 

Net cash used in financing activities
 
(1,348
)
 
(1,083
)
 
 
 
 
 
Exchange Rate Effect on Cash
 
(215
)
 
168

Decrease in Cash, Cash Equivalents and Restricted Cash
 
(405
)
 
(182
)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
 
1,361

 
811

Cash, Cash Equivalents and Restricted Cash at End of Period
 
$
956

 
$
629

 
 
 
 
 
 
 
 
 
 
Free Cash Flow (a)
 
$
1,224

 
$
1,032

 
 
 
 
 
 
 
 
 
 
(a) Free cash flow is net cash provided by operating activities of continuing operations less net purchases of property, plant and equipment.



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