8-K
THERMO FISHER SCIENTIFIC INC. (TMO)
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): April 28, 2022
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 1-8002 | 04-2209186 |
|---|---|---|
| (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 classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1.00 par valueTMONew York Stock Exchange0.750% Notes due 2024TMO 24ANew York Stock Exchange0.125% Notes due 2025TMO 25BNew York Stock Exchange2.000% Notes due 2025TMO 25New York Stock Exchange1.400% Notes due 2026TMO 26ANew York Stock Exchange1.450% Notes due 2027TMO 27New York Stock Exchange1.750% Notes due 2027TMO 27BNew York Stock Exchange0.500% Notes due 2028TMO 28ANew York Stock Exchange1.375% Notes due 2028TMO 28New York Stock Exchange1.950% Notes due 2029TMO 29New York Stock Exchange0.875% Notes due 2031TMO 31New York Stock Exchange2.375% Notes due 2032TMO 32New York Stock Exchange2.875% Notes due 2037TMO 37New York Stock Exchange1.500% Notes due 2039TMO 39New York Stock Exchange1.875% Notes due 2049TMO 49New 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
On April 28, 2022, the Registrant announced its financial results for the fiscal quarter ended April 2, 2022. 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 April 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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. 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. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our most recent annual report on Form 10-K for the year ended December 31, 2021, 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.
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: | April 28, 2022 | By: | /s/ Joseph R. Holmes |
| Joseph R. Holmes | |||
| Vice President and Chief Accounting Officer |
3
Document
Exhibit 99.1
News
| FOR IMMEDIATE RELEASE | |
|---|---|
| Media Contact Information:<br>Ron O'Brien<br>Thermo Fisher Scientific | Investor Contact Information:<br>Rafael Tejada<br>Thermo Fisher Scientific |
| Phone: 781-622-1242 | Phone: 781-622-1356 |
| E-mail: ron.obrien@thermofisher.com | E-mail: rafael.tejada@thermofisher.com |
Thermo Fisher Scientific Reports First Quarter 2022 Results
WALTHAM, Mass. (April 28, 2022) – Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today reported its financial results for the first quarter ended April 2, 2022.
First Quarter 2022 Highlights
•First quarter revenue was $11.82 billion.
•First quarter GAAP diluted earnings per share (EPS) was $5.61.
•First quarter adjusted EPS was $7.25.
•Delivered very strong financial results in the first quarter, with 16% Core organic growth and $1.68 billion of COVID-19 testing revenue.
•Launched high-impact new products including the Applied Biosystems SeqStudio Flex Series genetic analyzer to improve clinical research and advance scientific discovery and the new Thermo Scientific TRACE 1600 Series Gas Chromatograph, one of four new instruments in our Gas Chromatography (GC) and GC-Mass Spectrometry (MS) Product Portfolio advancing analytical testing for food, environmental, industrial and pharmaceutical applications.
•Strengthened our unique customer value proposition with the opening of a new biorepository in Vacaville, California, to advance our cell and gene therapy services. We also brought additional bioproduction capacity online for single-use containers and cell culture media.
•Reflecting the customer value proposition for our pharma and biotech customers, and as an example of our trusted partner status, Moderna announced a 15-year strategic collaboration agreement with Thermo Fisher to enable large-scale U.S. manufacturing of future mRNA-based vaccines and therapies.
•Building on our environmental, social and governance priorities and enabling broad adoption of sustainable solutions, we exceeded the milestone of shipping more than one million readily recyclable paper coolers to transport cold-chain products without the use of traditional polystyrene foam coolers.
•Repurchased $2.0 billion of stock and increased our dividend by 15 percent.
“We are very pleased to deliver another quarter of excellent performance,” said Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher Scientific. “We started the year with great momentum, executing our proven growth strategy and continuing to be a trusted partner for our customers. Our PPD clinical research business is performing very well, the integration is going smoothly and we are even more excited about the opportunities we have to further enable the success of our pharma and biotech customers.”
Casper added, “The strong execution by our team in the first quarter positions us to deliver another outstanding year.”
First Quarter 2022
Revenue for the quarter grew 19% to $11.82 billion in 2022. Organic revenue growth was 3%, acquisitions increased revenue by 18% and currency translation decreased revenue by 2%. Core organic growth was 16%. COVID-19 testing revenue was $1.68 billion.
GAAP Earnings Results
GAAP diluted EPS in the first quarter of 2022 was $5.61, versus $5.88 in the same quarter last year. GAAP operating income for the first quarter of 2022 was $2.82 billion, compared with $3.05 billion in the year-ago quarter. GAAP operating margin was 23.9%, compared with 30.8% in the first quarter of 2021.
Non-GAAP Earnings Results
Adjusted EPS in the first quarter of 2022 was $7.25, versus $7.21 in the first quarter of 2021. Adjusted operating income for the first quarter of 2022 was $3.45 billion, compared with $3.51 billion in the first quarter of 2021. Adjusted operating margin was 29.2%, compared with 35.4% in the first quarter of 2021.
Annual Guidance for 2022
The company will provide updated 2022 financial guidance during its earnings conference call this morning at 8:30 a.m. Eastern Daylight Time.
Use of Non-GAAP Financial Measures
Adjusted EPS, adjusted net income, adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth and Core organic revenue growth are non-GAAP measures that exclude certain items detailed after the tables that accompany this press release, under the heading "Supplemental Information Regarding Non-GAAP Financial Measures." The reconciliations of GAAP to non-GAAP financial measures are provided in the tables that accompany this press release.
Conference Call
Thermo Fisher Scientific will hold its earnings conference call today, April 28, at 8:30 a.m. Eastern Daylight Time. To listen, dial (844) 200-6205 within the U.S. or (929) 526-1599 outside the U.S. The access code is 310385. 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
“Financials.” An audio archive of the call will be available under “News and Events” through Friday, May 13, 2022.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue of approximately $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing therapies, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD. 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 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. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in our most recent annual report on Form 10-K, 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.
| Condensed Consolidated Statement of Income (unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended | ||||||||
| April 2, | % of | April 3, | % of | |||||
| (In millions except per share amounts) | 2022 | Revenues | 2021 | Revenues | ||||
| Revenues | $ | 11,818 | $ | 9,906 | ||||
| Costs and operating expenses: | ||||||||
| Cost of revenues (a) | 6,214 | 52.6 | % | 4,557 | 46.0 | % | ||
| Selling, general and administrative expenses (b) | 1,808 | 15.3 | % | 1,543 | 15.6 | % | ||
| Amortization of acquisition-related intangible assets | 609 | 5.2 | % | 423 | 4.3 | % | ||
| Research and development expenses | 364 | 3.1 | % | 320 | 3.2 | % | ||
| Restructuring and other costs (c) | 2 | 0.0 | % | 14 | 0.1 | % | ||
| 8,997 | 76.1 | % | 6,857 | 69.2 | % | |||
| Operating income | 2,821 | 23.9 | % | 3,049 | 30.8 | % | ||
| Interest income | 18 | 12 | ||||||
| Interest expense | (136) | (125) | ||||||
| Other income/(expense) (d) | (163) | (183) | ||||||
| Income before income taxes | 2,540 | 2,753 | ||||||
| Provision for income taxes (e) | (301) | (416) | ||||||
| Equity in earnings/(losses) of unconsolidated entities | (19) | — | ||||||
| Net income | 2,220 | 2,337 | ||||||
| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interest | 5 | — | ||||||
| Net income attributable to Thermo Fisher Scientific Inc. | $ | 2,215 | 18.7 | % | $ | 2,337 | 23.6 | % |
| Earnings per share attributable to Thermo Fisher Scientific Inc.: | ||||||||
| Basic | $ | 5.66 | $ | 5.93 | ||||
| Diluted | $ | 5.61 | $ | 5.88 | ||||
| Weighted average shares: | ||||||||
| Basic | 392 | 394 | ||||||
| Diluted | 395 | 397 | ||||||
| Reconciliation of adjusted operating income and adjusted operating margin | ||||||||
| GAAP operating income | $ | 2,821 | 23.9 | % | $ | 3,049 | 30.8 | % |
| Cost of revenues adjustments (a) | 11 | 0.1 | % | 8 | 0.1 | % | ||
| Selling, general and administrative expenses adjustments (b) | 7 | 0.0 | % | 16 | 0.1 | % | ||
| Restructuring and other costs (c) | 2 | 0.0 | % | 14 | 0.1 | % | ||
| Amortization of acquisition-related intangible assets | 609 | 5.2 | % | 423 | 4.3 | % | ||
| Adjusted operating income (non-GAAP measure) | $ | 3,450 | 29.2 | % | $ | 3,510 | 35.4 | % |
| Reconciliation of adjusted net income | ||||||||
| GAAP net income attributable to Thermo Fisher Scientific Inc. | $ | 2,215 | $ | 2,337 | ||||
| Cost of revenues adjustments (a) | 11 | 8 | ||||||
| Selling, general and administrative expenses adjustments (b) | 7 | 16 | ||||||
| Restructuring and other costs (c) | 2 | 14 | ||||||
| Amortization of acquisition-related intangible assets | 609 | 423 | ||||||
| Other income/expense adjustments (d) | 167 | 197 | ||||||
| Provision for income taxes adjustments (e) | (169) | (130) | ||||||
| Equity in earnings/losses of unconsolidated entities | 19 | — | ||||||
| Adjusted net income (non-GAAP measure) | $ | 2,861 | $ | 2,865 | ||||
| Reconciliation of adjusted earnings per share | ||||||||
| GAAP diluted EPS attributable to Thermo Fisher Scientific Inc. | $ | 5.61 | $ | 5.88 | ||||
| Cost of revenues adjustments (a) | 0.03 | 0.02 | ||||||
| Selling, general and administrative expenses adjustments (b) | 0.02 | 0.04 | ||||||
| Restructuring and other costs (c) | 0.01 | 0.04 | ||||||
| Amortization of acquisition-related intangible assets | 1.54 | 1.06 | ||||||
| Other income/expense adjustments (d) | 0.42 | 0.50 | ||||||
| Provision for income taxes adjustments (e) | (0.43) | (0.33) | ||||||
| Equity in earnings/losses of unconsolidated entities | 0.05 | 0.00 | ||||||
| Adjusted EPS (non-GAAP measure) | $ | 7.25 | $ | 7.21 | ||||
| Reconciliation of free cash flow | ||||||||
| GAAP net cash provided by operating activities | $ | 2,202 | $ | 1,978 | ||||
| Purchases of property, plant and equipment | (640) | (628) | ||||||
| Proceeds from sale of property, plant and equipment | 2 | 5 | ||||||
| Free cash flow (non-GAAP measure) | $ | 1,564 | $ | 1,355 | ||||
| Segment data | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |
| % of | April 3, | % of | ||||||
| (In millions) | Revenues | 2021 | Revenues | |||||
| Revenues | ||||||||
| Life Sciences Solutions | 4,231 | 35.8 | % | $ | 4,203 | 42.4 | % | |
| Analytical Instruments | 12.8 | % | 1,387 | 14.0 | % | |||
| Specialty Diagnostics | 12.5 | % | 1,615 | 16.3 | % | |||
| Laboratory Products and Biopharma Services | 46.0 | % | 3,597 | 36.3 | % | |||
| Eliminations | -7.1 | % | (896) | -9.0 | % | |||
| Consolidated revenues | 11,818 | 100.0 | % | $ | 9,906 | 100.0 | % | |
| Operating income and operating margin | ||||||||
| Life Sciences Solutions | 2,176 | 51.4 | % | $ | 2,279 | 54.2 | % | |
| Analytical Instruments | 19.8 | % | 272 | 19.6 | % | |||
| Specialty Diagnostics | 23.9 | % | 428 | 26.5 | % | |||
| Laboratory Products and Biopharma Services | 11.4 | % | 531 | 14.8 | % | |||
| Subtotal reportable segments | 29.2 | % | 3,510 | 35.4 | % | |||
| Cost of revenues adjustments (a) | -0.1 | % | (8) | -0.1 | % | |||
| Selling, general and administrative expenses adjustments (b) | 0.0 | % | (16) | -0.1 | % | |||
| Restructuring and other costs (c) | 0.0 | % | (14) | -0.1 | % | |||
| Amortization of acquisition-related intangible assets | -5.2 | % | (423) | -4.3 | % | |||
| GAAP operating income | 2,821 | 23.9 | % | $ | 3,049 | 30.8 | % | |
| (a) Adjusted results in 2022 and 2021 exclude charges for the sale of inventories revalued at the date of acquisition. | ||||||||
| (b) Adjusted results in 2022 and 2021 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 2022 and 2021 exclude restructuring and other costs consisting principally of severance, abandoned facility and other expenses of headcount reductions within several businesses and real estate consolidations. Adjusted results in 2021 also exclude 13 of charges for compensation due to employees at recently acquired businesses at the date of acquisition. | ||||||||
| (d) Adjusted results in 2022 and 2021 exclude net gains/losses on investments and losses on the early extinguishment of debt. | ||||||||
| (e) Adjusted provision for income taxes in 2022 and 2021 excludes incremental tax impacts for the pre-tax reconciling items between GAAP and adjusted net income and incremental tax impacts as a result of tax rate changes. | ||||||||
| Note: | ||||||||
| Consolidated depreciation expense is 250 and 198 in 2022 and 2021, respectively. |
All values are in US Dollars.
| Organic and Core organic revenue growth | Three months ended | |||
|---|---|---|---|---|
| April 2, 2022 | ||||
| Revenue growth | 19 | % | ||
| Acquisitions | 18 | % | ||
| Currency translation | -2 | % | ||
| Organic revenue growth | 3 | % | ||
| COVID-19 testing revenue | -12 | % | ||
| Contribution of PPD to Core organic revenue growth (a) | 1 | % | ||
| Core organic revenue growth | 16 | % | ||
| (a) Adjustment to include the contribution of PPD to Core organic revenue growth as though the acquisition had occurred on January 1, 2021. | ||||
| Note: | ||||
| For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release. | ||||
| Condensed Consolidated Balance Sheet (unaudited) | ||||
| --- | --- | --- | --- | --- |
| April 2, | December 31, | |||
| (In millions) | 2022 | 2021 | ||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 2,752 | $ | 4,477 |
| Accounts receivable, net | 7,889 | 7,977 | ||
| Inventories | 5,483 | 5,051 | ||
| Other current assets | 2,652 | 2,608 | ||
| Total current assets | 18,776 | 20,113 | ||
| Property, plant and equipment, net | 8,448 | 8,333 | ||
| Acquisition-related intangible assets, net | 19,378 | 20,113 | ||
| Other assets | 4,424 | 4,640 | ||
| Goodwill | 41,721 | 41,924 | ||
| Total assets | $ | 92,747 | $ | 95,123 |
| Liabilities, redeemable noncontrolling interest and equity | ||||
| Current liabilities: | ||||
| Short-term obligations and current maturities of long-term obligations | $ | 1,866 | $ | 2,537 |
| Other current liabilities | 10,204 | 10,899 | ||
| Total current liabilities | 12,070 | 13,436 | ||
| Other long-term liabilities | 8,157 | 8,377 | ||
| Long-term obligations | 31,389 | 32,333 | ||
| Redeemable noncontrolling interest | 113 | 122 | ||
| Total equity | 41,018 | 40,855 | ||
| Total liabilities, redeemable noncontrolling interest and equity | $ | 92,747 | $ | 95,123 |
| Condensed Consolidated Statement of Cash Flows (unaudited) | ||||
| --- | --- | --- | --- | --- |
| Three months ended | ||||
| April 2, | April 3, | |||
| (In millions) | 2022 | 2021 | ||
| Operating activities | ||||
| Net income | $ | 2,220 | $ | 2,337 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 859 | 621 | ||
| Change in deferred income taxes | (339) | 24 | ||
| Other non-cash expenses, net | 337 | 317 | ||
| Changes in assets and liabilities, excluding the effects of acquisitions | (875) | (1,321) | ||
| Net cash provided by operating activities | 2,202 | 1,978 | ||
| Investing activities | ||||
| Acquisitions, net of cash acquired | (40) | (1,343) | ||
| Purchases of property, plant and equipment | (640) | (628) | ||
| Proceeds from sale of property, plant and equipment | 2 | 5 | ||
| Other investing activities, net | 8 | (32) | ||
| Net cash used in investing activities | (670) | (1,998) | ||
| Financing activities | ||||
| Repayment of debt | (375) | (2,803) | ||
| Net proceeds from issuance of commercial paper | 626 | — | ||
| Repayment of commercial paper | (1,259) | — | ||
| Purchases of company common stock | (2,000) | (2,000) | ||
| Dividends paid | (103) | (87) | ||
| Net proceeds from issuance of company common stock under employee stock plans | 2 | 20 | ||
| Other financing activities, net | (36) | 20 | ||
| Net cash used in financing activities | (3,145) | (4,850) | ||
| Exchange rate effect on cash | (99) | 137 | ||
| Decrease in cash, cash equivalents and restricted cash | (1,712) | (4,733) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 4,491 | 10,336 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,779 | $ | 5,603 |
| Free cash flow (non-GAAP measure) | $ | 1,564 | $ | 1,355 |
| Notes: | ||||
| For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release. |
Supplemental Information Regarding 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 such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired businesses and the effects of currency translation. We also report Core organic revenue growth, which is reported revenue growth including the impact of PPD revenue, excluding the impacts of COVID-19 testing revenue, and excluding the impacts of acquisitions other than PPD and currency translation. We calculate period-to-period Core organic revenue growth by adding to the baseline period PPD’s pre-acquisition revenues from such period. We report these measures 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, foreign currency translation and/or COVID-19 testing on revenues. In particular, given PPD’s significance relative to our existing businesses, management believes it is appropriate to also present information on a basis that includes PPD pre-acquisition revenues in order to demonstrate the impact PPD has on our current growth profile. Core organic revenue growth amounts are not necessarily indicative of the combined results of operations that would have been realized had the PPD acquisition occurred on January 1, 2021. Thermo Fisher management uses these measures 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 net income, 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, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities 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 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.
Thermo Fisher Scientific 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 Scientific’s results computed in accordance with GAAP.
The non-GAAP financial measures of Thermo Fisher Scientific’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 Scientific’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 tables above.