UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2021
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
|(State of incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 622-1000
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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $1.00 par value||TMO||New York Stock Exchange|
|2.150% Notes due 2022||TMO 22A||New York Stock Exchange|
|0.750% Notes due 2024||TMO 24A||New York Stock Exchange|
|0.125% Notes due 2025||TMO 25B||New York Stock Exchange|
|2.000% Notes due 2025||TMO 25||New York Stock Exchange|
|1.400% Notes due 2026||TMO 26A||New York Stock Exchange|
|1.450% Notes due 2027||TMO 27||New York Stock Exchange|
|1.750% Notes due 2027||TMO 27B||New York Stock Exchange|
|0.500% Notes due 2028||TMO 28A||New York Stock Exchange|
|1.375% Notes due 2028||TMO 28||New York Stock Exchange|
|1.950% Notes due 2029||TMO 29||New York Stock Exchange|
|0.875% Notes due 2031||TMO 31||New York Stock Exchange|
|2.375% Notes due 2032||TMO 32||New York Stock Exchange|
|2.875% Notes due 2037||TMO 37||New York Stock Exchange|
|1.500% Notes due 2039||TMO 39||New York Stock Exchange|
|1.875% Notes due 2049||TMO 49||New York Stock Exchange|
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.
Item 2.02 Results of Operations and Financial Condition
As previously announced, Marc N. Casper, Chairman, President and Chief Executive Officer of Thermo Fisher Scientific Inc. (the “Company”), will present virtually today at the 39th Annual J.P. Morgan Healthcare Conference. Among other topics, Mr. Casper will provide the Company’s current perspective on the impact of the COVID-19 pandemic and an update on expected revenue growth. Based on currently available information, the Company now expects fourth quarter reported and organic revenue1 growth of approximately 50%, compared to the expected fourth quarter organic revenue growth of 40% that the Company provided on December 1, 2020, when Mr. Casper participated in a virtual fireside chat at the Evercore ISI HealthCONx Conference. This would translate to full year 2020 reported and organic revenue growth of approximately 25%, compared to the expected full year 2020 organic revenue growth of approximately 22% that the Company also provided on December 1, 2020. Details will be provided on the Company’s earnings conference call for the fourth quarter and full year 2020 on February 1, 2021.
The information contained in Item 2.02 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 and today’s presentation contain 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.
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.
THERMO FISHER SCIENTIFIC INC.
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:||January 11, 2021||By:||/s/ Peter E. Hornstra|
|Peter E. Hornstra|
|Vice President and Chief Accounting Officer|