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Debt and Other Financing Arrangements
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt and Other Financing Arrangements Debt and Other Financing Arrangements
Effective interest rate at September 30,September 30,December 31,
(Dollars in millions)202320232022
Commercial Paper$— $310 
Floating Rate (SOFR + 0.35%) 1.5-Year Senior Notes, Due 4/18/2023
— 1,000 
Floating Rate (SOFR + 0.39%) 2-Year Senior Notes, Due 10/18/2023
— 500 
0.797% 2-Year Senior Notes, Due 10/18/2023
1.03 %1,350 1,350 
Floating Rate (EURIBOR + 0.20%) 2-Year Senior Notes, Due 11/18/2023 (euro-denominated)
3.79 %1,797 1,819 
0.000% 2-Year Senior Notes, Due 11/18/2023 (euro-denominated)
0.06 %582 589 
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated)
0.93 %1,057 1,071 
Floating Rate (SOFR + 0.53%) 3-Year Senior Notes, Due 10/18/2024
— 500 
1.215% 3-Year Senior Notes, Due 10/18/2024
1.42 %2,500 2,500 
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)
0.40 %846 857 
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)
2.09 %677 686 
0.853% 3-Year Senior Notes, Due 10/20/2025 (yen-denominated)
1.05 %149 170 
0.000% 4-Year Senior Notes, Due 11/18/2025 (euro-denominated)
0.15 %582 589 
3.20% 3-Year Senior Notes, Due 1/21/2026 (euro-denominated)
3.38 %529 535 
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)
1.52 %740 749 
4.953% 3-Year Senior Notes, Due 8/10/2026
5.19 %600 — 
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)
1.65 %529 535 
1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)
1.96 %634 642 
1.054% 5-Year Senior Notes, Due 10/20/2027 (yen-denominated)
1.18 %194 221 
4.80% 5-Year Senior Notes, Due 11/21/2027
5.00 %600 600 
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)
0.76 %846 857 
0.77% 5-Year Senior Notes, Due 9/6/2028 (yen-denominated)
0.89 %194 — 
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)
1.46 %634 642 
1.75% 7-Year Senior Notes, Due 10/15/2028
1.89 %700 700 
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)
2.07 %740 749 
2.60% 10-Year Senior Notes, Due 10/1/2029
2.74 %900 900 
1.279% 7-Year Senior Notes, Due 10/19/2029 (yen-denominated)
1.44 %31 36 
4.977% 7-Year Senior Notes, Due 8/10/2030
5.13 %750 — 
0.80% 9-Year Senior Notes, Due 10/18/2030 (euro-denominated)
0.88 %1,850 1,873 
Effective interest rate at September 30,September 30,December 31,
(Dollars in millions)202320232022
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)
1.13 %952 963 
2.00% 10-Year Senior Notes, Due 10/15/2031
2.23 %1,200 1,200 
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)
2.54 %634 642 
1.49% 10-Year Senior Notes, Due 10/20/2032 (yen-denominated)
1.60 %42 48 
4.95% 10-Year Senior Notes, Due 11/21/2032
5.09 %600 600 
5.086% 10-Year Senior Notes, Due 8/10/2033
5.20 %1,000 — 
1.125% 12-Year Senior Notes, Due 10/18/2033 (euro-denominated)
1.20 %1,586 1,606 
3.65% 12-Year Senior Notes, Due 11/21/2034 (euro-denominated)
3.76 %793 803 
1.50% 12-Year Senior Notes, due 9/6/2035 (yen-denominated)
1.57 %144 — 
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)
2.94 %740 749 
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)
1.73 %952 963 
2.80% 20-Year Senior Notes, Due 10/15/2041
2.90 %1,200 1,200 
1.625% 20-Year Senior Notes, Due 10/18/2041 (euro-denominated)
1.77 %1,322 1,339 
2.069% 20-Year Senior Notes, Due 10/20/2042 (yen-denominated)
2.13 %98 111 
5.404% 20-Year Senior Notes, due 8/10/2043
5.50 %600 — 
2.02% 20-Year Senior Notes, due 9/6/2043 (yen-denominated)
2.06 %194 — 
5.30% 30-Year Senior Notes, Due 2/1/2044
5.37 %400 400 
4.10% 30-Year Senior Notes, Due 8/15/2047
4.23 %750 750 
1.875% 30-Year Senior Notes, Due 10/1/2049 (euro-denominated)
1.98 %1,057 1,071 
2.00% 30-Year Senior Notes, Due 10/18/2051 (euro-denominated)
2.06 %793 803 
2.382% 30-Year Senior Notes, Due 10/18/2052 (yen-denominated)
2.43 %223 254 
Other 76 79 
Total borrowings at par value
35,367 34,561 
Unamortized discount
(108)(112)
Unamortized debt issuance costs
(175)(171)
Total borrowings at carrying value
35,084 34,278 
Finance lease liabilities
200 210 
Less: Short-term obligations and current maturities
4,795 5,579 
Long-term obligations$30,489 $28,909 
SOFR - Secured Overnight Financing Rate
EURIBOR - Euro Interbank Offered Rate
The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.
See Note 10 for fair value information pertaining to the company’s long-term borrowings.
Credit Facilities
The company has a revolving credit facility (the Facility) with a bank group that provides for up to $5.00 billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2027. The revolving credit agreement calls for interest at either a Term SOFR, a EURIBOR-based rate (for funds drawn in euro) or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5:1.0 as of the last day of any fiscal quarter. As of September 30, 2023, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.
Commercial Paper Programs
The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed 397 days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.
Senior Notes
Interest is payable quarterly on the floating rate senior notes, annually on the euro-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the U.S. dollar and euro-denominated fixed rate senior notes and yen-denominated private placement notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of yen-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants at September 30, 2023.
In the first quarter of 2022, the company redeemed all of its 3.650% Senior Notes due 2025. In connection with the redemption, the company incurred $26 million of losses on the early extinguishment of debt included in other income/(expense) on the accompanying statements of income.
Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the Floating Rate Senior Notes due 2023, the 0.00% Senior Notes due 2023, the 0.00% Senior Notes due 2025, the 0.80% Senior Notes due 2030, the 1.125% Senior Notes due 2033, the 1.625% Senior Notes due 2041, and the 2.00% Senior Notes due 2051 included in the table above (collectively, the “Euronotes”) in registered public offerings. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.