☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter Ended ~~September~~March 28, ~~2019~~2020 or

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

Floating Rate Notes due 2020

TMO /20A

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting ~~company"~~company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~September~~March 28, ~~2019,~~2020, the Registrant had ~~400,991,227~~394,951,104 shares of Common Stock outstanding.

THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 28, ~~2019~~

2020

THERMO FISHER SCIENTIFIC INC.

PART I FINANCIAL INFORMATION


~~PART I~~	~~FINANCIAL INFORMATION~~


~~Item 1.~~	~~Financial Statements~~

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEET

(Unaudited)

September 28,
December 31,
(In millions except share and per share amounts) 2019
2018

Assets
Current Assets:
Cash and cash equivalents $ 1,273
$ 2,103
Accounts receivable, less allowances of $106 and $117 4,384
4,136
Inventories 3,308
3,005
Other current assets 1,549
1,381

Total current assets 10,514
10,625

Property, Plant and Equipment, Net 4,420
4,165
Acquisition-related Intangible Assets, Net 14,311
14,978
Other Assets 1,860
1,117
Goodwill 25,624
25,347

Total Assets $ 56,729
$ 56,232

Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations $ 661
$ 1,271
Accounts payable 1,659
1,615
Accrued payroll and employee benefits 883
982
Contract liabilities 943
809
Other accrued expenses 1,698
1,470

Total current liabilities 5,844
6,147

Deferred Income Taxes 2,001
2,265
Other Long-term Liabilities 3,137
2,515
Long-term Obligations 16,392
17,719

Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued

Common stock, $1 par value, 1,200,000,000 shares authorized; 434,028,435 and 431,566,561 shares issued 434
432
Capital in excess of par value 14,964
14,621
Retained earnings 21,165
18,696
Treasury stock at cost, 33,037,208 and 29,444,882 shares (4,486 ) (3,665 )
Accumulated other comprehensive items (2,722 ) (2,498 )

Total shareholders' equity 29,355
27,586

Total Liabilities and Shareholders' Equity $ 56,729
$ 56,232


	March 28,		December 31,
(In millions except share and per share amounts)	2020		2019

Assets
Current Assets:
Cash and cash equivalents	$	2,981	$	2,399
Accounts receivable, less allowances of $101 and $102	4,508		4,349
Inventories	3,454		3,370
Contract assets, net	658		603

Other current assets	1,137		1,172

Total current assets	12,738		11,893

Property, Plant and Equipment, Net	4,736		4,749
Acquisition-related Intangible Assets, Net	13,543		14,014
Other Assets	2,057		2,011
Goodwill	25,614		25,714

Total Assets	$	58,688	$	58,381

Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	738	$	676
Accounts payable	1,599		1,920
Accrued payroll and employee benefits	755		1,010
Contract liabilities	938		916
Other accrued expenses	1,470		1,675

Total current liabilities	5,500		6,197

Deferred Income Taxes	2,137		2,192
Other Long-term Liabilities	3,261		3,241
Long-term Obligations	19,231		17,076

Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; NaN issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 435,242,143 and 434,416,804 shares issued	435		434
Capital in excess of par value	15,186		15,064
Retained earnings	22,791		22,092
Treasury stock at cost, 40,291,039 and 35,676,421 shares	(6,765)		(5,236)
Accumulated other comprehensive items	(3,088)		(2,679)

Total shareholders' equity	28,559		29,675

Total Liabilities and Shareholders' Equity	$	58,688	$	58,381

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF INCOME


	Three Months Ended
	March 28,		March 30,
(In millions except per share amounts)	2020		2019

Revenues
Product revenues	$	4,630	$	4,720
Service revenues	1,600		1,405

Total revenues	6,230		6,125

Costs and Operating Expenses:
Cost of product revenues	2,340		2,414
Cost of service revenues	1,150		1,004
Selling, general and administrative expenses	1,551		1,528
Research and development expenses	245		248
Restructuring and other costs, net	38		11

Total costs and operating expenses	5,324		5,205

Operating Income	906		920
Interest Income	36		67
Interest Expense	(126)		(189)
Other Income, Net	12		19

Income Before Income Taxes	828		817
Provision for Income Taxes	(40)		(2)

Net Income	$	788	$	815

Earnings per Share
Basic	$	1.99	$	2.04
Diluted	$	1.97	$	2.02

Weighted Average Shares
Basic	397		400
Diluted	400		403

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions except per share amounts) 2019
2018
2019
2018

Revenues
Product revenues $ 4,798
$ 4,571
$ 14,345
$ 13,807
Service revenues 1,474
1,349
4,368
4,044

Total revenues 6,272
5,920
18,713
17,851

Costs and Operating Expenses:
Cost of product revenues 2,471
2,357
7,363
7,072
Cost of service revenues 1,038
948
3,057
2,846
Selling, general and administrative expenses 1,539
1,490
4,632
4,547
Research and development expenses 247
240
741
716
Restructuring and other costs (income), net 31
(27 ) (442 ) 35

Total costs and operating expenses 5,326
5,008
15,351
15,216

Operating Income 946
912
3,362
2,635
Other Expense, Net (124 ) (102 ) (330 ) (385 )

Income Before Income Taxes 822
810
3,032
2,250
Provision for Income Taxes (62 ) (101 ) (338 ) (210 )

Net Income $ 760
$ 709
$ 2,694
$ 2,040

Earnings per Share
Basic $ 1.89
$ 1.76
$ 6.73
$ 5.07
Diluted $ 1.88
$ 1.75
$ 6.68
$ 5.03

Weighted Average Shares
Basic 401
402
400
402
Diluted 404
406
403
406

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Comprehensive Income
Net Income	$	788	$	815

Other Comprehensive Items:
Currency translation adjustment:
Currency translation adjustment (net of tax provision of $22 and $45)	(357)		(15)

Unrealized gains and losses on hedging instruments:
Unrealized losses on hedging instruments (net of tax benefit of $19 and $0)	(62)		—
Reclassification adjustment for losses included in net income (net of tax benefit of $1 and $1)	1		2
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax provision of $5 and $0)	5		1
Amortization of net loss included in net periodic pension cost (net of tax benefit of $1 and $1)	4		1

Total other comprehensive items	(409)		(11)

Comprehensive Income	$	379	$	804

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Comprehensive Income
Net Income $ 760
$ 709
$ 2,694
$ 2,040

Other Comprehensive Items:
Currency translation adjustment:
Currency translation adjustment (net of tax provision of $77, $13, $92 and $60) (91 ) (32 ) (222 ) (447 )
Reclassification adjustment for losses included in net income 30
—
30
—
Unrealized gains and losses on hedging instruments:
Unrealized losses on hedging instruments (net of tax benefit of $12, $0, $12 and $0) (38 ) —
(38 ) —
Reclassification adjustment for losses included in net income (net of tax benefit of $1, $1, $3 and $3) 2
2
7
6
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax provision (benefit) of $2, $0, ($2) and $1) 2
—
(9 ) 3
Amortization of net loss included in net periodic pension cost (net of tax benefit of $0, $0, $2 and $3) 3
2
8
10

Total other comprehensive items (92 ) (28 ) (224 ) (428 )

Comprehensive Income $ 668
$ 681
$ 2,470
$ 1,612

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF CASH FLOWS


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Operating Activities
Net income	$	788	$	815

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment	149		133
Amortization of acquisition-related intangible assets	425		422
Change in deferred income taxes	(41)		(106)

Stock-based compensation	46		44
Other non-cash expenses, net	64		18
Changes in assets and liabilities, excluding the effects of acquisitions and disposition:
Accounts receivable	(218)		(29)
Inventories	(141)		(140)

Accounts payable	(241)		(129)

Contributions to retirement plans	(32)		(32)
Other	(443)		(347)

Net cash provided by operating activities	356		649

Investing Activities
Acquisitions, net of cash acquired	(4)		(1)

Purchase of property, plant and equipment	(253)		(201)
Proceeds from sale of property, plant and equipment	4		6
Other investing activities, net	(7)		15

Net cash used in investing activities	(260)		(181)

Financing Activities
Net proceeds from issuance of debt	2,185		—
Repayment of debt	(1)		(1)
Proceeds from issuance of commercial paper	382		100
Repayments of commercial paper	(321)		(787)
Purchases of company common stock	(1,500)		(750)
Dividends paid	(76)		(68)

Net proceeds from issuance of company common stock under employee stock plans	48		81
Other financing activities, net	(98)		—

Net cash provided by (used in) financing activities	619		(1,425)

Exchange Rate Effect on Cash	(127)		(32)

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	588		(989)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	2,422		2,117

Cash, Cash Equivalents and Restricted Cash at End of Period	$	3,010	$	1,128

Nine Months Ended
September 28,
September 29,
(In millions) 2019
2018

Operating Activities
Net income $ 2,694
$ 2,040

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment 416
393
Amortization of acquisition-related intangible assets 1,285
1,316
Change in deferred income taxes (356 ) (317 )
Gain on sales of businesses (486 ) —
Non-cash stock-based compensation 138
137
Other non-cash expenses, net 123
77
Changes in assets and liabilities, excluding the effects of acquisitions and disposition:
Accounts receivable (321 ) (64 )
Inventories (449 ) (333 )
Other assets (186 ) (185 )
Accounts payable 70
(45 )
Other liabilities 172
(199 )
Contributions to retirement plans (40 ) (78 )

Net cash provided by operating activities 3,060
2,742

Investing Activities

Acquisitions, net of cash acquired (1,687 ) (59 )
Proceeds from sale of business, net of cash divested 1,128
—
Purchase of property, plant and equipment (637 ) (474 )
Proceeds from sale of property, plant and equipment 18
6
Other investing activities, net 30
(5 )

Net cash used in investing activities (1,148 ) (532 )

Financing Activities
Net proceeds from issuance of debt —
690
Repayment of debt (1,702 ) (2,048 )
Proceeds from issuance of commercial paper 2,581
3,378
Repayments of commercial paper (2,578 ) (3,842 )
Purchases of company common stock (750 ) (250 )
Dividends paid (221 ) (198 )
Net proceeds from issuance of company common stock under employee stock plans 115
97
Other financing activities (49 ) (51 )

Net cash used in financing activities (2,604 ) (2,224 )

Exchange Rate Effect on Cash (120 ) (236 )

Decrease in Cash, Cash Equivalents and Restricted Cash (812 ) (250 )
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 2,117
1,361

Cash, Cash Equivalents and Restricted Cash at End of Period $ 1,305
$ 1,111

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY


	Common Stock					Capital in Excess of Par Value		Retained Earnings	Treasury Stock						Accumulated Other Comprehensive Items	Total Shareholders' Equity
(In millions)	Shares	Amount							Shares		Amount

























	Three Months Ended March 28, 2020
Balance at December 31, 2019	434	$	434	$	15,064	$	22,092	36	$	(5,236)	$	(2,679)	$	29,675
Cumulative effect of accounting change	—	—		—		(1)		—	—		—		(1)
Issuance of shares under employees' and directors' stock plans	1	1		76		—		—	(29)		—		48

Stock-based compensation	—	—		46		—		—	—		—		46
Purchases of company common stock	—	—		—		—		4	(1,500)		—		(1,500)
Dividends declared ($0.22 per share)	—	—		—		(88)		—	—		—		(88)
Net income	—	—		—		788		—	—		—		788
Other comprehensive items	—	—		—		—		—	—		(409)		(409)

Balance at March 28, 2020	435	$	435	$	15,186	$	22,791	40	$	(6,765)	$	(3,088)	$	28,559

	Three Months Ended March 30, 2019
Balance at December 31, 2018	432	$	432	$	14,621	$	18,696	29	$	(3,665)	$	(2,498)	$	27,586
Cumulative effect of accounting changes	—	—		—		4		—	—		—		4
Issuance of shares under employees' and directors' stock plans	1	1		106		—		1	(26)		—		81

Stock-based compensation	—	—		44		—		—	—		—		44
Purchases of company common stock	—	—		—		—		3	(750)		—		(750)
Dividends declared ($0.19 per share)	—	—		—		(76)		—	—		—		(76)
Net income	—	—		—		815		—	—		—		815
Other comprehensive items	—	—		—		—		—	—		(11)		(11)

Balance at March 30, 2019	433	$	433	$	14,771	$	19,439	33	$	(4,441)	$	(2,509)	$	27,693

Common Stock Capital in Excess of Par Value
Retained Earnings
Treasury Stock Accumulated Other Comprehensive Items
Total Shareholders' Equity
(In millions) Shares
Amount
Shares
Amount

Three Months Ended September 28, 2019
Balance at June 29, 2019 433
$ 433
$ 14,887
$ 20,482
33
$ (4,443 ) $ (2,630 ) $ 28,729
Issuance of shares under employees' and directors' stock plans 1
1
35
—
—
(43 ) —
(7 )
Stock-based compensation —
—
42
—
—
—
—
42
Dividends declared ($0.19 per share) —
—
—
(77 ) —
—
—
(77 )
Net income —
—
—
760
—
—
—
760
Other comprehensive items —
—
—
—
—
—
(92 ) (92 )
Balance at September 28, 2019 434
$ 434
$ 14,964
$ 21,165
33
$ (4,486 ) $ (2,722 ) $ 29,355

Three Months Ended September 29, 2018
Balance at June 30, 2018 430
$ 430
$ 14,408
$ 17,226
27
$ (3,128 ) $ (2,491 ) $ 26,445
Issuance of shares under employees' and directors' stock plans 1
1
72
—
—
(36 ) —
37
Stock-based compensation —
—
46
—
—
—
—
46
Purchases of company common stock —
—
—
—
1
(250 ) —
(250 )
Dividends declared ($0.17 per share) —
—
—
(69 ) —
—
—
(69 )
Net income —
—
—
709
—
—
—
709
Other comprehensive items —
—
—
—
—
—
(28 ) (28 )
Balance at September 29, 2018 431
$ 431
$ 14,526
$ 17,866
28
$ (3,414 ) $ (2,519 ) $ 26,890

Nine Months Ended September 28, 2019
Balance at December 31, 2018 432
$ 432
$ 14,621
$ 18,696
29
$ (3,665 ) $ (2,498 ) $ 27,586
Cumulative effect of accounting change —
—
—
4
—
—
—
4
Issuance of shares under employees' and directors' stock plans 2
2
205
—
1
(71 ) —
136
Stock-based compensation —
—
138
—
—
—
—
138
Purchases of company common stock —
—
—
—
3
(750 ) —
(750 )
Dividends declared ($0.57 per share) —
—
—
(229 ) —
—
—
(229 )
Net income —
—
—
2,694
—
—
—
2,694
Other comprehensive items —
—
—
—
—
—
(224 ) (224 )
Balance at September 28, 2019 434
$ 434
$ 14,964
$ 21,165
33
$ (4,486 ) $ (2,722 ) $ 29,355

Nine Months Ended September 29, 2018
Balance at December 31, 2017 428
$ 428
$ 14,177
$ 15,914
27
$ (3,103 ) $ (2,003 ) $ 25,413
Cumulative effect of accounting changes —
—
—
118
—
—
(88 ) 30
Issuance of shares under employees' and directors' stock plans 3
3
185
—
—
(61 ) —
127
Stock-based compensation —
—
137
—
—
—
—
137
Purchases of company common stock —
—
—
—
1
(250 ) —
(250 )
Dividends declared ($0.51 per share) —
—
—
(206 ) —
—
—
(206 )
Net income —
—
—
2,040
—
—
—
2,040
Other comprehensive items —
—
—
—
—
—
(428 ) (428 )
Other —
—
27
—
—
—
—
27
Balance at September 29, 2018 431
$ 431
$ 14,526
$ 17,866
28
$ (3,414 ) $ (2,519 ) $ 26,890

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations and Summary of Significant Accounting Policies

~~Nature of Operations and Summary of Significant Accounting Policies~~

Nature of Operations

Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics, deliver medicines to market and increase laboratory productivity. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics.

Interim Financial Statements

The interim consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at ~~September~~March 28, ~~2019,~~2020, the results of operations for the ~~three- and nine-month~~three-month periods ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018,~~March 30, 2019, and the cash flows for the ~~nine-month~~three-month periods ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018.~~March 30, 2019. Interim results are not necessarily indicative of results for a full year.

The consolidated balance sheet presented as of December 31, ~~2018,~~2019, has been derived from the audited consolidated financial statements as of that date. The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company. The consolidated financial statements and notes included in this report should be read in conjunction with the ~~2018~~2019 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC).

Note 1 to the consolidated financial statements for ~~2018~~2019 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. ~~Except for the accounting for leases, as noted below, there~~There have been no material changes in the company’s significant accounting policies during the ~~nine~~three months ended ~~September~~March 28, ~~2019.~~

The company determines whether an arrangement is, or contains, a lease at inception. Prior to 2019, the company generally accounted for operating lease payments by charging them to expense as incurred. Beginning in 2019, operating leases that have commenced are included in other assets, other accrued expenses and other long-term liabilities in the consolidated balance sheet. Classification of operating lease liabilities as either current or noncurrent is based on the expected timing of payments due under the company’s obligations.

Right-of-use (ROU) assets represent the company’s right to use an underlying asset for the lease term and lease liabilities represent the company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company recognizes lease expense for these leases on a straight-line basis over the lease term.

Because most of the company’s leases do not provide an implicit rate, the company estimates incremental borrowing rates based on the information available at the commencement date in determining the present value of lease payments. The company uses the implicit rate when readily determinable. Lease terms may include the effect of options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

~~As a lessee, the company accounts for the lease and non-lease components as a single lease component.~~

~~See Note 9 additional information about the company's leases.~~2020.

Contract-related Balances

~~Current contract~~Accounts receivable include amounts that have been billed and are currently due from customers. They are recorded at the invoiced amount and do not bear interest. The company maintains allowances for doubtful accounts for estimates of expected losses resulting from the inability of its customers to pay amounts due. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable. The company determines the allowance based on history of similarly aged receivables, the creditworthiness of the customer, reasons for delinquency, current economic conditions, expectations associated with future events and circumstances where reasonable and supportable forecasts are available and any other information that is relevant to the judgment. Receivables from academic and government customers as well as large, well-capitalized commercial customers have historically experienced less collectability risk. Account balances are charged off against the allowance when the company believes it is probable the receivable will not be recovered. The company does not have any off-balance-sheet credit exposure related to customers.

The changes in the allowance for doubtful accounts are as follows:


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Beginning Balance	$	102	$	117
Cumulative effect of accounting change	1		—
Provision charged to expense	10		2

Accounts written off	(11)		(5)
Acquisitions, currency translation and other	(1)		—

Ending Balance	$	101	$	114

Contract assets include revenues recognized in advance of billings and are recorded net of estimated losses resulting from the inability to invoice customers, which is primarily due to risk associated with the company’s performance. Contract assets are classified as current or noncurrent based on the amount of time expected to lapse until the company's right to consideration

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

becomes unconditional. Noncurrent contract assets are included within other ~~current~~ assets ~~and other assets, respectively,~~ in the accompanying balance sheet. Noncurrent contract liabilities are included within other long-term liabilities in the accompanying balance sheet. Contract assets and liabilities are presented on a net basis in the consolidated balance sheet if they arise from different performance obligations in the same contract. Contract asset and liability balances are as follows:

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

September 28,
December 31,
(In millions) 2019
2018

Current Contract Assets, Net $ 609
$ 459
Noncurrent Contract Assets, Net 14
15
Current Contract Liabilities 943
809
Noncurrent Contract Liabilities 562
355


	March 28,		December 31,
(In millions)	2020		2019

Current Contract Assets, Net	$	658	$	603
Noncurrent Contract Assets, Net	17		17
Current Contract Liabilities	938		916
Noncurrent Contract Liabilities	617		594

In the first ~~nine~~three months of ~~2019,~~2020, the company recognized revenue of ~~$654~~$405 million that was included in the contract liabilities balance at December 31, 2018. Contract assets increased in the first nine months of 2019 due to the timing of billing. Contract liabilities increased during the first nine months of 2019 primarily due to an advance payment from a customer and an acquisition.2019.

Warranty Obligations

The liability for warranties is included in other accrued expenses in the accompanying balance sheet. The changes in the carrying amount of standard product warranty obligations are as follows:

Nine Months Ended
September 28,
September 29,
(In millions) 2019
2018

Beginning Balance $ 92
$ 87
Provision charged to income 80
89
Usage (83 ) (80 )
Adjustments to previously provided warranties, net (1 ) (3 )
Currency translation (2 ) (2 )

Ending Balance $ 86
$ 91


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Beginning Balance	$	93	$	92
Provision charged to expense	22		27
Usage	(25)		(28)

Adjustments to previously provided warranties, net	—		(1)
Currency translation	(1)		—

Ending Balance	$	89	$	90

The components of inventories are as follows:

September 28,
December 31,
(In millions) 2019
2018

Raw Materials $ 943
$ 812
Work in Process 514
430
Finished Goods 1,851
1,763

Inventories $ 3,308
$ 3,005


	March 28,		December 31,
(In millions)	2020		2019

Raw Materials	$	1,069	$	971
Work in Process	503		517
Finished Goods	1,882		1,882

Inventories	$	3,454	$	3,370

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The company’s estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. Risks and uncertainties associated with the ongoing COVID-19 global pandemic will materially adversely affect the company’s operations through at

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

least the second quarter of 2020. The extent and duration of such impacts are uncertain and may require changes to estimates. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In January 2020, the FASB issued new guidance to clarify the interaction of the accounting for certain equity securities, equity method investments, and certain forward contracts and purchased options. Among other things, the new guidance clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying measurement principles for certain equity securities immediately before applying or discontinuing the equity method. The company adopted this guidance in 2020 using a prospective method. The adoption of this guidance did not have a material impact on the company’s consolidated financial statements.

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Among other things, the new guidance requires the effects of enacted changes in tax laws or rates to be reflected in the annual effective tax rate computation in the interim period that includes the enactment date. The company expects to adopt this guidance when it is effective in 2021 using a prospective method. The adoption of this guidance is not expected to have a material impact on the company’s consolidated financial statements; however, the impact in future periods will be dependent on the extent of future events or conditions that would be affected such as enacted changes in tax laws or rates.

In August 2018, the FASB issued new guidance to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The company ~~expects to adopt~~adopted the guidance ~~when it is effective~~ in 2020 using a retrospective method. The adoption of this guidance isdid not ~~expected to~~ have a material impact on the company’s disclosures.

In August 2018, the FASB issued new guidance to modify the disclosure requirements on fair value measurements. The company ~~expects to adopt~~adopted the guidance ~~when it is effective~~ in 2020 with some items requiring a prospective method and others

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

requiring a retrospective method. The adoption of this guidance isdid not ~~expected to~~ have a material impact on the company’s disclosures.

In June 2016, the FASB issued new guidance to require a financial asset measured at amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. During 2018 and 2019, the FASB issued additional guidance and clarification. The company ~~expects to adopt~~adopted the guidance ~~when it is effective~~ in 2020 using a modified retrospective method. The adoption of this guidance ~~is not expected to have a material impact~~reduced accounts receivable and retained earnings by $1 million on ~~the company’s consolidated financial statements.~~January 1, 2020.

In February 2016, the FASB issued new guidance which requires lessees to record most leases on their balance sheets as lease liabilities, initially measured at the present value of the future lease payments, with corresponding right-of-use assets. The new guidance also sets forth new disclosure requirements related to leases. During 2017 - 2019, the FASB issued additional guidance and clarification. The guidance became effective for the company in 2019. The company has elected to adopt the guidance using a modified retrospective method, by applying the transition approach as of the beginning of the period of adoption. Comparative periods have not been restated. As permitted upon transition, the company did not reassess whether any expired or existing contracts were or contained embedded leases, the lease classification for any expired or existing leases, initial direct costs for any leases, or whether land easements met the definition of a lease if they were not accounted for as leases under the prior guidance. Adoption of the new guidance impacted the company’s Consolidated Balance Sheet as follows:

(In millions) December 31,
2018
as Reported
Impact of Adopting New Lease Guidance
January 1,
2019
As Adopted

Other Assets $ 1,117
$ 641
$ 1,758
Other Accrued Expenses 1,470
132
1,602
Other Long-term Liabilities 2,515
505
3,020
Retained Earnings 18,696
4
18,700

Note 2. Acquisitions

The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.

Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses as incurred.

On ~~April 30, 2019,~~March 3, 2020, the company ~~acquired, within~~entered into a purchase agreement to acquire all of the ~~Laboratory Products~~issued and ~~Services segment, Brammer Bio for~~outstanding shares of QIAGEN N.V. at a price of €39.00 per share or approximately ~~$1.67~~$11.5 billion ~~in cash. Brammer Bio~~(based on exchange rates at the time of the announcement), which includes the assumption of approximately $1.4 billion of net debt. QIAGEN is a leading ~~viral vector contract development~~provider of life science and ~~manufacturing organization for gene~~molecular diagnostic solutions that will expand the company’s capabilities in these fields. QIAGEN reported 2019 revenues of $1.5 billion. The company will commence a tender offer to acquire all of the ordinary shares of QIAGEN. The transaction is expected to close during the first half of 2021, subject to the satisfaction of customary closing conditions including receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an Extraordinary General Meeting of QIAGEN’s shareholders, and ~~cell therapies.~~ completion of the tender offer.

The ~~acquisition expands~~company intends to finance the ~~segment's contract manufacturing capabilities. Revenues of Brammer Bio were approximately $140 million in 2018. The~~ purchase price, ~~exceeded~~including the ~~fair value~~repayment of indebtedness of QIAGEN, with cash on hand and the ~~identifiable~~ net ~~assets~~proceeds from issuances of debt. The company is currently evaluating future debt financings and ~~accordingly, $938 million was allocated to goodwill, $405 million~~the timing of ~~which is tax deductible.~~

In addition, in the nine months ended September 28, 2019 the company acquired, within the Analytical Instruments segment, a Slovakia-based provider of mass spectrometry software used for identification of compounds, for an aggregate purchase price of $14 million.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

such transactions is subject to market and other conditions. The company also has available, but does not currently expect to utilize, up to €9.25 billion of committed financing (Note 7).

~~The components of the purchase price and net assets acquired for Brammer Bio are as follows:~~

(In millions) Brammer Bio

Purchase Price
Cash paid $ 1,710
Cash acquired (36 )

$ 1,674

Net Assets Acquired
Current assets $ 52
Property, plant and equipment 147
Definite-lived intangible assets:
Customer relationships 744
Product technology 65
Tradenames 7
Goodwill 938
Other assets 49
Contract liabilities (109 )
Deferred tax liabilities (111 )
Other liabilities assumed (108 )

$ 1,674

The weighted-average amortization periods for definite-lived intangible assets acquired in 2019 are 14 years for customer relationships, 13 years for product technology and 2 years for tradenames. The weighted average amortization period for all definite-lived intangible assets acquired in 2019 is 14 years.

~~Disposition~~Note 3. Revenue

On June 28, 2019, the company sold its Anatomical Pathology business to PHC Holdings Corporation for $1.13 billion, net of cash divested. The business was part of the Specialty Diagnostics segment. The sale of this business resulted in a pre-tax gain of approximately $482 million, included in restructuring and other (income) costs, net. Revenues in 2019, through the date of sale, and the full year 2018 of the business sold were approximately $115 million and $238 million, respectively, net of retained sales through the company's healthcare market and research and safety market channel businesses. The assets and liabilities of the Anatomical Pathology business were as follows on December 31, 2018:

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Disaggregated Revenue

Revenue by type is as follows:

Revenue by geographic region is as follows:


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Revenues (a)
North America	$	3,287	$	3,059
Europe	1,649		1,519
Asia-Pacific	1,118		1,363
Other regions	176		184

Consolidated revenues	$	6,230	$	6,125

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Revenues (a)
North America $ 3,220
$ 3,030
$ 9,509
$ 8,975
Europe 1,514
1,454
4,569
4,521
Asia-Pacific 1,349
1,251
4,080
3,809
Other regions 189
185
555
546

Consolidated revenues $ 6,272
$ 5,920
$ 18,713
$ 17,851

Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions. See Note 4 for revenue by reportable segment and other geographic data.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of ~~September~~March 28, ~~2019~~2020 was ~~$6.76~~$8.36 billion. The company will recognize revenue for these performance obligations as they are satisfied, approximately ~~70%~~65% of which is expected to occur within the next twelve months.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 4. Business Segment and Geographical Information

~~Business Segment and Geographical Information~~

Business Segment Information


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Revenues
Life Sciences Solutions	$	1,774	$	1,607
Analytical Instruments	1,101		1,322
Specialty Diagnostics	958		957
Laboratory Products and Services	2,730		2,513
Eliminations	(333)		(274)

Consolidated revenues	6,230		6,125

Segment Income (a)
Life Sciences Solutions	675		561
Analytical Instruments	171		282
Specialty Diagnostics	236		242
Laboratory Products and Services	295		285

Subtotal reportable segments (a)	1,377		1,370

Cost of revenues charges, net	(2)		(6)
Selling, general and administrative charges, net	(6)		(11)
Restructuring and other costs, net	(38)		(11)
Amortization of acquisition-related intangible assets	(425)		(422)

Consolidated operating income	906		920
Interest income (b)	36		67
Interest expense (b)	(126)		(189)
Other income, net (b)	12		19

Income before income taxes	$	828	$	817

~~The company’s management evaluates segment operating performance based on~~(a)Represents operating income before certain ~~charges/credits~~charges to cost of revenues and selling, general and administrative ~~expenses, principally associated with acquisition accounting;~~expenses; restructuring and other costs/income, including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines as well as from significant litigation-related matters;net; and amortization of acquisition-related ~~intangible assets.~~ intangibles.

(b)The company ~~uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.~~does not allocate interest or other expense/income, net to its segments.

~~Business Segment Information~~

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Revenues
Life Sciences Solutions $ 1,701
$ 1,504
$ 5,018
$ 4,572
Analytical Instruments 1,358
1,333
4,004
3,901
Specialty Diagnostics 879
894
2,779
2,773
Laboratory Products and Services 2,619
2,470
7,765
7,433
Eliminations (285 ) (281 ) (853 ) (828 )

Consolidated revenues 6,272
5,920
18,713
17,851

Segment Income (a)
Life Sciences Solutions 586
495
1,756
1,534
Analytical Instruments 311
294
879
831
Specialty Diagnostics 223
223
707
719
Laboratory Products and Services 303
299
933
916

Subtotal reportable segments (a) 1,423
1,311
4,275
4,000

Cost of revenues (charges) credits, net (5 ) 1
(16 ) (7 )
Selling, general and administrative (charges) credits, net (7 ) 4
(54 ) (7 )
Restructuring and other (costs) income, net (31 ) 27
442
(35 )
Amortization of acquisition-related intangible assets (434 ) (431 ) (1,285 ) (1,316 )

Consolidated operating income 946
912
3,362
2,635
Other expense, net (b) (124 ) (102 ) (330 ) (385 )

Income before income taxes $ 822
$ 810
$ 3,032
$ 2,250


~~(a)~~	Represents operating income before certain charges to cost of revenues and selling, general and administrative expenses; restructuring and other costs/income, net; and amortization of acquisition-related intangibles.


~~(b)~~	~~The company does not allocate other expense, net to its segments.~~

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Geographical Information


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Revenues (c)
United States	$	3,139	$	2,918
China	464		654
Other	2,627		2,553

Consolidated revenues	$	6,230	$	6,125

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Revenues (c)

United States $ 3,096
$ 2,918
$ 9,117
$ 8,588
China 694
629
2,072
1,818
Other 2,482
2,373
7,524
7,445

Consolidated revenues $ 6,272
$ 5,920
$ 18,713
$ 17,851


~~(c)~~	(c) Revenues are attributed to countries based on customer location.


~~Note 5.~~	~~Other Expense, Net~~

~~The components of other expense, net, in the accompanying statement of income are as follows:~~

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Interest Income $ 52
$ 41
$ 179
$ 92
Interest Expense (164 ) (162 ) (534 ) (495 )
Other Items, Net (12 ) 19
25
18

Other Expense, Net $ (124 ) $ (102 ) $ (330 ) $ (385 )

~~Other Items, Net~~

In all periods, other items, net includes currency transaction gains and losses on monetary assets and liabilities and net periodic pension benefit cost/income, excluding the service cost component which is included in operating expenses on the accompanying statement of income.Note 5. Income Taxes

In 2019, other items, net in the above table includes $42 million of losses on the early extinguishment of debt (see Note 8). As discussed in Note 15, the company incurred additional losses on the early extinguishment of debt in the fourth quarter of 2019.

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~


~~Note 6.~~	~~Income Taxes~~

The provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following:

Nine Months Ended
September 28,
September 29,
(In millions) 2019
2018

Statutory Federal Income Tax Rate 21 % 21 %

Provision for Income Taxes at Statutory Rate $ 637
$ 473

Increases (Decreases) Resulting From:
Foreign rate differential (172 ) (177 )
Foreign exchange loss on inter-company debt refinancing (62 ) —
Income tax credits (242 ) (183 )
Global intangible low-taxed income 160
124
Foreign-derived intangible income (68 ) (34 )
Withholding taxes 30
—
Singapore tax holiday (20 ) (29 )
Transition tax and other impacts of U.S. tax reform 8
117
Provision for (reversal of) tax reserves, net 16
(49 )
Excess tax benefits from stock options and restricted stock units (68 ) (59 )
Basis difference on disposal of business 72
—
Other, net 47
27

Provision for income taxes $ 338
$ 210


	Three Months Ended
	March 28,			March 30,
(In millions)	2020			2019

Statutory Federal Income Tax Rate	21		%	21		%

Provision for Income Taxes at Statutory Rate	$	174		$	172

Increases (Decreases) Resulting From:
Foreign rate differential	(88)			(36)
Foreign exchange loss on inter-company debt refinancing	—			(62)
Income tax credits	(67)			(72)
Global intangible low-taxed income	61			70
Foreign-derived intangible income	(17)			(12)




Transition tax and other impacts of U.S. tax reform	—			(20)


Excess tax benefits from stock options and restricted stock units	(28)			(36)




Other, net	5			(2)

Provision for Income Taxes	$	40		$	2

The company has operations and a taxable presence in approximately 50 countries outside the U.S. ~~Some of these countries have lower~~The company's effective income tax ~~rates~~rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, and foreign taxes that are different 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~~federal statutory ~~tax rates in those countries.~~

In 2019, the company recorded a $62 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements as well as a tax provision of $191 million related to the gain on sale of the Anatomical Pathology business. In addition, the company implemented foreign tax credit planning in Sweden which resulted in $75 million of foreign tax credits, with no related incremental U.S. income tax expense.

During 2019, the company recorded a net tax provision of $1 million to adjust the impacts of U.S. tax reform based on final regulations issued by the U.S. Treasury in 2019. The income tax provision consists of an incremental charge of $8 million offset by a $7 million reduction of related unrecognized tax benefits.

The company has significant operations in Singapore and has received considerable tax incentives. The local taxing authority granted the company pioneer company status which provides an incentive encouraging companies to undertake activities that have the effect of promoting economic or technological development in Singapore. This incentive equates to a tax exemption on earnings associated with most of the company’s manufacturing activities in Singapore and continues through ~~December 31, 2026~~. In 2019 and 2018, the impact of this tax holiday decreased the annual effective tax rates by 0.6 percentage points and 1.3 percentage points, respectively, and increased diluted earnings per share by approximately $0.05 and $0.07, respectively.rate.

Unrecognized Tax Benefits

As of ~~September~~March 28, ~~2019,~~2020, the company had ~~$1.47~~$1.55 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions) 2019

Balance at Beginning of Year $ 1,442
Additions for tax positions of current year 6
Additions for tax positions of prior years 35
Reductions for tax positions of prior years (7 )
Settlements (5 )

Balance at End of Period $ 1,471

Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions except per share amounts) 2019
2018
2019
2018

Net Income $ 760
$ 709
$ 2,694
$ 2,040

Basic Weighted Average Shares 401
402
400
402
Plus Effect of:
Stock options and restricted units 3
4
3
4

Diluted Weighted Average Shares 404
406
403
406

Basic Earnings per Share $ 1.89
$ 1.76
$ 6.73
$ 5.07

Diluted Earnings per Share $ 1.88
$ 1.75
$ 6.68
$ 5.03

Antidilutive Stock Options Excluded from Diluted Weighted Average Shares 1
2
1
2

Note 6. Earnings per Share


	Three Months Ended
	March 28,		March 30,
(In millions except per share amounts)	2020		2019

Net Income	$	788	$	815

Basic Weighted Average Shares	397		400
Plus Effect of:
Stock options and restricted units	3		3

Diluted Weighted Average Shares	400		403

Basic Earnings per Share	$	1.99	$	2.04

Diluted Earnings per Share	$	1.97	$	2.02

Antidilutive Stock Options Excluded from Diluted Weighted Average Shares	1		2

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 7. Debt and Other Financing Arrangements

~~Debt and Other Financing Arrangements~~

Effective Interest Rate at September 28,
September 28,
December 31,
(Dollars in millions) 2019
2019
2018

Commercial Paper 0.84 % $ 683
$ 693
Floating Rate 2-Year Senior Notes, Due 7/24/2019 (euro-denominated)

—
574
6.00% 10-Year Senior Notes, Due 3/1/2020 2.99 % 750
750
4.70% 10-Year Senior Notes, Due 5/1/2020

—
300
Floating Rate 2-Year Senior Notes, Due 8/7/2020 (euro-denominated) 0.16 % 656
688
1.50% 5-Year Senior Notes, Due 12/1/2020 (euro-denominated) 1.62 % 465
487
5.00% 10-Year Senior Notes, Due 1/15/2021 3.25 % 400
400
4.50% 10-Year Senior Notes, Due 3/1/2021 5.66 % 1,000
1,000
3.60% 10-Year Senior Notes, Due 8/15/2021 5.19 % 1,100
1,100
3.30% 7-Year Senior Notes, Due 2/15/2022 3.42 % 800
800
2.15% 7-Year Senior Notes, Due 7/21/2022 (euro-denominated) 2.27 % 547
574
3.15% 10-Year Senior Notes, Due 1/15/2023

—
800
3.00% 7-Year Senior Notes, Due 4/15/2023 5.29 % 1,000
1,000
4.15% 10-Year Senior Notes, Due 2/1/2024 4.16 % 1,000
1,000
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated) 0.93 % 1,094
1,147
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated) 2.09 % 700
734
3.65% 10-Year Senior Notes, Due 12/15/2025 3.77 % 350
350
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated) 1.53 % 766
802
2.95% 10-Year Senior Notes, Due 9/19/2026 3.19 % 1,200
1,200
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated) 1.65 % 547
574
3.20% 10-Year Senior Notes, Due 8/15/2027 3.39 % 750
750
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated) 1.46 % 656
688
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated) 2.08 % 766
802
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated) 2.94 % 766
802
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
Other 20
21

Total Borrowings at Par Value 17,166
19,186
Fair Value Hedge Accounting Adjustments (10 ) (93 )
Unamortized Discount, Net (34 ) (21 )
Unamortized Debt Issuance Costs (69 ) (82 )

Total Borrowings at Carrying Value 17,053
18,990
Less: Short-term Obligations and Current Maturities 661
1,271

Long-term Obligations $ 16,392
$ 17,719


	Effective Interest Rate at March 28,		March 28,		December 31,
(Dollars in millions)	2020		2020		2019

Commercial Paper	3.00	%	$	66	$	—

Floating Rate 2-Year Senior Notes, Due 8/7/2020 (euro-denominated)	0.16	%	668		673
2.15% 7-Year Senior Notes, Due 7/21/2022 (euro-denominated)	2.27	%	557		561
3.00% 7-Year Senior Notes, Due 4/15/2023	2.72	%	1,000		1,000
4.15% 10-Year Senior Notes, Due 2/1/2024	4.16	%	1,000		1,000
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated)	0.94	%	1,114		1,121
0.125% 5.5-Year Senior Notes, Due 3/1/2025 (euro-denominated)	0.41	%	891		897
4.133% 5-Year Senior Notes, Due 3/25/2025	4.28	%	1,100		—
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)	2.10	%	713		717
3.65% 10-Year Senior Notes, Due 12/15/2025	3.77	%	350		350
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)	1.53	%	780		785
2.95% 10-Year Senior Notes, Due 9/19/2026	3.19	%	1,200		1,200
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)	1.65	%	557		561

3.20% 10-Year Senior Notes, Due 8/15/2027	3.39	%	750		750
0.50% 8.5-Year Senior Notes, Due 3/1/2028 (euro-denominated)	0.77	%	891		897
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)	1.46	%	668		673
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)	2.08	%	780		785
2.60% 10-Year Senior Notes, Due 10/1/2029	2.74	%	900		900
4.497% 10-Year Senior Notes, Due 3/25/2030	5.32	%	1,100		—
0.875% 12-Year Senior Notes, Due 10/1/2031 (euro-denominated)	1.13	%	1,003		1,009

2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)	2.94	%	780		785
1.50% 20-Year Senior Notes, Due 10/1/2039 (euro-denominated)	1.73	%	1,003		1,009
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	%	1,114		1,121
Other			16		16

Total Borrowings at Par Value			20,151		17,960
Fair Value Hedge Accounting Adjustments			22		(13)
Unamortized Discount, Net			(91)		(94)
Unamortized Debt Issuance Costs			(113)		(101)

Total Borrowings at Carrying Value			19,969		17,752
Less: Short-term Obligations and Current Maturities			738		676

Long-term Obligations			$	19,231	$	17,076

The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discount or amortization of any premium, the amortization of any debt issuance costs and, if applicable, adjustments related to hedging.

See Note 1210 for fair value information pertaining to the company’s long-term obligations.

As discussed in Note 15, early in the fourth quarter of 2019, the company issued new long-term senior notes and is using the proceeds to redeem the outstanding commercial paper, the 6.00% Senior Notes due 2020, the 1.5% Senior Notes due 2020, the 5.00% Senior Notes due 2021, the 4.50% Senior Notes due 2021, the 3.60% Senior Notes due 2021 and the 3.30% Senior Notes due 2022 included in the table above. Accordingly, all of this debt has been reported as long-term at September 28, 2019.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In connection with the agreement to acquire QIAGEN (Note 2), the company obtained, but does not currently expect to utilize, up to €9.25 billion of committed financing. The company intends to finance the purchase price, including the repayment of indebtedness of QIAGEN, with cash on hand and the net proceeds from issuances of debt. The company issued senior notes in March and April 2020 (Note 13) to partly fund the acquisition and for general corporate purposes. The company is currently evaluating future debt financings and the timing of such transactions is subject to market and other conditions. The company had a cash outlay of $36 million in 2020 associated with obtaining the bridge commitment included in other financing activities, net, in the accompanying statement of cash flows. In 2020, other income, net includes $17 million of costs for the QIAGEN acquisition, primarily for entering into hedging contracts and amortization of bridge loan commitment fees.

The company has a revolving credit facility with a bank group that provides for up to $2.50 billion of unsecured multi-currency revolving credit. The facility expires in July 2021. The agreement calls for interest at either a LIBOR-based rate, 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 our revolving credit facility (the Facility) include a Consolidated Leverage Ratio (total debt-to-Consolidated EBITDA) and a Consolidated Interest Coverage Ratio (Consolidated EBITDA to Consolidated 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 maximum Consolidated Leverage Ratio of 3.5:1.0. The company has also agreed that so long as any lender has any commitment under the Facility or 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 Interest Coverage Ratio of 3.0:1.0 as of the last day of any fiscal quarter. As of ~~September~~March 28, ~~2019,~~2020, 0 borrowings were outstanding under the Facility, although available capacity was reduced by approximately ~~$80~~$71 million as a result of 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. As of ~~September~~March 28, ~~2019,~~2020, outstanding borrowings under these programs were ~~$683~~$66 million with a weighted average remaining period to maturity of ~~41 days.~~31 days and are classified as short-term obligations in the accompanying balance sheet.

Interest on the floating rate senior notes is payable quarterly. Interest is payable annually on the other euro-denominated senior notes and semi-annually on all other senior notes. Each of the notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The company is subject to certain affirmative and negative covenants under the indentures governing the senior notes, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements.

In September 2019, the company redeemed its 4.70% Senior Notes due 2020 and its 3.15% Senior Notes due 2023. In connection with these redemptions, the company incurred $42 million of losses on the early extinguishment of debt included in Other Expense, Net on the accompanying statement of income.

In 2018, Thermo Fisher Scientific (Finance I) B.V., a wholly-owned finance subsidiary of the company, issued the Floating Rate Senior Notes due 2020 included in the table above. This subsidiary has no independent function other than financing activities. The Floating Rate Senior Notes due 2020 are fully and unconditionally guaranteed by the company and no other subsidiaries of the company have guaranteed the obligations.

Interest Rate Swap Arrangements and related Cross-currency Interest Rate Swap Arrangements

The company has entered into LIBOR-based interest rate swap arrangements with various ~~banks on several of its outstanding senior notes.~~banks. The aggregate amounts of the swaps are equal to the principal ~~amounts~~amount of the notes and the payment dates of the swaps coincide with the interest payment dates of the ~~notes.~~note. The swap contracts provide for the company to pay a variable interest rate and receive a fixed rate. The variable interest rates reset monthly. The swaps have been accounted for as fair value hedges of the notes. See Note 1210 for additional information on the interest rate swap arrangements and related cross-currency interest rate swap arrangements. The following table summarizes the outstanding interest rate swap arrangements on the company's senior notes at ~~September~~March 28, ~~2019:~~2020:

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Aggregate Notional Amount

Pay Rate as of

(Dollars in millions)

Pay Rate

March 28,
2020

Receive Rate

3.00% Senior Notes due 2023 (a)

1,000

1-month LIBOR + 1.7640%

2.4686

3.00

Aggregate Notional Amount
Pay Rate as of

(Dollars in millions) Pay Rate September 28,
2019
Receive Rate

4.50% Senior Notes due 2021 (a) 1,000
1-month LIBOR + 3.4420% 5.5310 % 4.50 %
3.60% Senior Notes due 2021 (a) 1,100
1-month LIBOR + 2.5150% 4.5425 % 3.60 %
3.00% Senior Notes due 2023 (a) 1,000
1-month LIBOR + 1.7640% 3.7915 % 3.00 %
(a) The payments on $900 million notional value of these interest rate swaps are offset in part by cross-currency interest rate swaps which effectively reduced the pay rate as of March 28, 2020 from 2.47% to a weighted average of 1.17%.

The company has entered into ~~$1.8 billion~~$900 million notional value of cross-currency interest rate swaps, which effectively convert a portion of the semi-annual payments related to the variable rate, U.S. dollar denominated, LIBOR-based interest rate swaps to payments on variable rate, euro denominated, EURIBOR-based cross-currency interest rate swaps.

As discussed above and in Note 15, early in the fourth quarter of 2019, the company redeemed its 4.50% Senior Notes due 2021 and its 3.60% Senior Notes due 2021 and settled the related interest rate and cross-currency interest rate swaps.

As a lessee, the company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers, and other equipment. These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally for 1 to 10 years) or have options to terminate the arrangement within 1 year. The company’s finance leases are not material.

The company has guaranteed the residual value of three leased operating facilities with lease terms ending in 2020, 2023 and 2024. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 8). The aggregate maximum guarantee under these three lease arrangements is $147 million. Operating lease ROU assets and lease liabilities for these lease arrangements are recorded on the consolidated balance sheet as of September 28, 2019, but exclude any amounts for residual value guarantees.

As a lessee, the consolidated statement of income includes pre-tax operating lease costs of $51 million and $149 million and pre-tax variable lease costs of $10 million and $31 million for the three and nine months ended September 28, 2019, respectively. Lease costs arising from finance leases, short-term leases, and sublease income are not material.

Cash used in operating activities for payments of amounts included in the measurement of operating lease liabilities was $149 million in the nine months ended September 28, 2019. Operating lease ROU assets of $108 million were obtained in exchange for new operating lease liabilities in the nine months ended September 28, 2019.

~~The weighted-average remaining operating lease term was 6.3 years and the weighted average discount rate was 4.0% as of September 28, 2019.~~

ROU assets of $645 million as of September 28, 2019, are classified in other assets in the consolidated balance sheet. Operating lease liabilities of $158 million and $529 million as of September 28, 2019, are classified in other accrued expenses and other long-term liabilities, respectively, in the consolidated balance sheet.

~~As of September 28, 2019, future payments of operating lease liabilities are as follows:~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

(In millions)

Remainder of 2019 $ 51
2020 180
2021 138
2022 106
2023 76
2024 55
2025 and Thereafter 175

Total Lease Payments 781
Less: Imputed Interest 94

Total Operating Lease Liability $ 687

~~As a lessor, operating leases, sales-type leases~~

Note 8. Commitments and ~~direct financing leases are not material.~~Contingencies

As previously disclosed in the company's 2018 Annual Report on Form 10-K and under previous lease accounting guidance, the following is a summary of annual future minimum lease and rental commitments under noncancelable operating leases as of December 31, 2018:

(In millions)

2019 $ 192
2020 158
2021 118
2022 86
2023 58
2024 and Thereafter 177

$ 789

~~Commitments and Contingencies~~

Environmental Matters

The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. The company records accruals for environmental remediation liabilities, based on current interpretations of environmental laws and regulations, when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The company calculates estimates based upon several factors, including ~~reports prepared by~~input from environmental specialists and management’s knowledge of and experience with these environmental matters. The company includes in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. At ~~September~~March 28, ~~2019,~~2020, the company’s total environmental liability was approximately ~~$63~~$70 million. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations or cash flows.

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Litigation and Related Contingencies

There are various lawsuits and claims pending against the company including matters involving product liability, intellectual property, employment and commercial issues. The company determines the probability and range of possible loss based on the current status of each of these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The company establishes a liability that is an estimate of amounts expected to be paid in the future for events that have already occurred. The company accrues the most likely amount or at least the minimum of the range of probable loss when a range of probable loss can be estimated. The accrued liabilities are based on management’s judgment as to the probability of losses for asserted and unasserted claims and, where applicable, actuarially determined estimates. Accrual estimates are adjusted as additional information becomes known or payments are made. The amount of ultimate loss may differ from these estimates. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed below or in the company's ~~2018~~2019 financial statements and notes included in the company's Annual Report on Form 10-K filed with the SEC, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more of the matters described below could have a material adverse effect on the company’s results of operations, financial position and cash flows.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Product Liability, Workers Compensation and Other Personal Injury Matters

For product liability, workers compensation and other personal injury matters, the company accrues the most likely amount or at least the minimum of the range of possible loss when a range of possible loss can be estimated. The company records estimated amounts due from insurers related to certain product liabilities as an asset. Although the company believes that the amounts accrued and estimated recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary materially. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

Intellectual Property Matters

On June 3, 2013, Unisone Strategic IP filed a complaint against Life Technologies, a subsidiary of the company, in the United States District Court for the Southern District of California alleging patent infringement by Life Technologies’ supply chain management system software, which operates with product ~~"supply centers"~~“supply centers” installed at customer sites. Plaintiff seeks damages for alleged willful infringement, attorneys’ fees, costs, and injunctive relief. On August 24, 2017, Unisone filed an appeal from a decision by the Patent Trial and Appeal Board (PTAB) that found the challenged patent claims invalid. The United States Court of Appeals for the Federal Circuit upheld the PTAB’s ruling finding the challenged claims in the Unisone patent invalid. Unisone had until March 11, 2019 to file an appeal with the United States Supreme Court. Unisone did not appeal that decision, and consequently the case before the United States District Court, which had been stayed pending the outcome of the PTAB decision, ~~has~~ resumed with ~~respect to~~Unisone filing an amended complaint on September 12, 2019 regarding similar ~~Unisone~~ patent claims that were not included in the PTAB proceeding. On November 1, 2019, Life Technologies filed two additional covered business method (CBM) challenges with the PTAB regarding Unisone’s new patent claims. On December 16, 2019, the United States District Court granted Life Technologies’ motion to stay the case pending the PTAB’s decision whether to institute a CBM review of the new patent claims. On April 28, 2020, the PTAB granted Life Technologies’ November 1, 2019 CBM petitions and instituted review of all of Unisone’s remaining patent claims.

Note 9. Comprehensive Income

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~Comprehensive Income~~

Comprehensive income combines net income and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of shareholders’ equity in the accompanying balance sheet.

Changes in each component of accumulated other comprehensive items, net of tax, are as follows:


(In millions)	Currency Translation Adjustment		Unrealized Losses on Hedging Instruments		Pension and Other Postretirement Benefit Liability Adjustment		Total

Balance at December 31, 2019	$	(2,320)	$	(71)	$	(288)	$	(2,679)
Other comprehensive items before reclassifications	(357)		(62)		5		(414)
Amounts reclassified from accumulated other comprehensive items	—		1		4		5

Net other comprehensive items	(357)		(61)		9		(409)

Balance at March 28, 2020	$	(2,677)	$	(132)	$	(279)	$	(3,088)

(In millions) Currency
Translation
Adjustment
Unrealized
Losses on
Hedging
Instruments
Pension and
Other
Postretirement
Benefit
Liability
Adjustment
Total

Balance at December 31, 2018 $ (2,243 ) $ (52 ) $ (203 ) $ (2,498 )
Other comprehensive items before reclassifications (222 ) (38 ) (9 ) (269 )
Amounts reclassified from accumulated other comprehensive items 30
7
8
45

Net other comprehensive items (192 ) (31 ) (1 ) (224 )

Balance at September 28, 2019 $ (2,435 ) $ (83 ) $ (204 ) $ (2,722 )

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 10. Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements

The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2019. The company’s financial assets and liabilities carried at fair value are primarily comprised of insurance contracts, investments in money market funds, derivative contracts, mutual funds holding publicly traded securities and other investments in unit trusts held as assets to satisfy outstanding deferred compensation and retirement liabilities; and acquisition-related contingent consideration.

~~The fair value accounting guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:~~

~~Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access.~~

~~Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves.~~

~~Level 3: Inputs are unobservable data points that are not corroborated by market data.~~

The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis as of ~~September~~March 28, ~~2019~~2020 and December 31, ~~2018:~~2019:


	March 28,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	2020		(Level 1)		(Level 2)		(Level 3)

Assets
Cash equivalents	$	1,727	$	1,727	$	—	$	—

Investments in common stock, mutual funds and other similar instruments	17		17		—		—
Warrants	6		—		6		—
Insurance contracts	115		—		115		—
Derivative contracts	110		—		110		—

Total Assets	$	1,975	$	1,744	$	231	$	—

Liabilities
Derivative contracts	$	32	$	—	$	32	$	—
Contingent consideration	54		—		—		54

Total Liabilities	$	86	$	—	$	32	$	54


	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	2019		(Level 1)		(Level 2)		(Level 3)

Assets
Cash equivalents	$	1,280	$	1,280	$	—	$	—

Investments in common stock, mutual funds and other similar instruments	19		19		—		—
Warrants	6		—		6		—
Insurance contracts	131		—		131		—
Derivative contracts	37		—		37		—

Total Assets	$	1,473	$	1,299	$	174	$	—

Liabilities
Derivative contracts	$	24	$	—	$	24	$	—
Contingent consideration	55		—		—		55

Total Liabilities	$	79	$	—	$	24	$	55

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

December 31,
Quoted
Prices in
Active
Markets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
(In millions) 2018
(Level 1)
(Level 2)
(Level 3)

Assets
Cash equivalents $ 769
$ 769
$ —
$ —
Bank time deposits 2
2
—
—
Investments in mutual funds and other similar instruments 10
10
—
—
Warrants 8
—
8
—
Insurance contracts 113
—
113
—
Derivative contracts 31
—
31
—

Total Assets $ 933
$ 781
$ 152
$ —

Liabilities
Derivative contracts $ 145
$ —
$ 145
$ —
Contingent consideration 37
—
—
37

Total Liabilities $ 182
$ —
$ 145
$ 37

The company uses the Black-Scholes model to value its warrants. The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer. The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates. The company determines the fair value of acquisition-related contingent consideration based on the probability-weighted discounted cash flows associated with such future payments. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense. The following table provides a rollforward of the fair value, as determined by level 3 inputs, of the contingent consideration.

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Derivative Contracts

The following table provides the aggregate notional value of outstanding derivative contracts.

As discussed in Note 15, early in the fourth quarter of 2019, the company settled certain of its interest rate swaps and cross-currency interest rate swaps upon the redemption of the related debt securities.


	March 28,		December 31,
(In millions)	2020		2019

Notional Amount
Interest rate swaps - fair value hedges (described in Note 7)	$	1,000	$	1,000
Interest rate swaps - cash flow hedges	750		—
Cross-currency interest rate swaps - designated as net investment hedges	900		900
Cross-currency interest rate swaps	1,000		—
Currency exchange contracts	6,109		2,846

While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the consolidated balance sheet. The following tables present the fair value of derivative instruments in the consolidated balance sheet and statement of income.


	Fair Value – Assets						Fair Value – Liabilities
	March 28,		December 31,		March 28,		December 31,
(In millions)	2020		2019		2020		2019

Derivatives Designated as Hedging Instruments
Interest rate swaps (a)	$	22	$	—	$	20	$	13
Cross-currency interest rate swaps (a)	43		33		—		—
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts (b)	45		4		2		11
Cross-currency interest rate swaps (a)	—		—		10		—

Total Derivatives	$	110	$	37	$	32	$	24

Fair Value – Assets Fair Value – Liabilities
September 28,

December 31,
September 28,
December 31,
(In millions) 2019

2018
2019
2018

Derivatives Designated as Hedging Instruments
Interest rate swaps (a) $ —
$ —
$ 31
$ 129
Cross-currency interest rate swaps (b) 107
28
—
—
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts (c) 7
3
13
16

Total Derivatives $ 114
$ 31
$ 44
$ 145
(a)The fair values of the interest rate swaps and cross-currency interest rate swaps are included in the consolidated balance sheet under the caption other assets or other long-term liabilities.

(b)The fair value of the currency exchange contracts is included in the consolidated balance sheet under the captions other current assets or other accrued expenses.


~~(a)~~	~~The fair value of the interest rate swaps is included in the consolidated balance sheet under the caption other long-term liabilities.~~


~~(b)~~	~~The fair value of the cross-currency interest rate swaps is included in the consolidated balance sheet under the caption other assets.~~


~~(c)~~	~~The fair value of the currency exchange contracts is included in the consolidated balance sheet under the captions other current assets or other accrued expenses.~~

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following amounts related to cumulative basis adjustments for fair value hedges were included in the consolidated balance sheet under the caption long-term obligations:


	Carrying Amount of the Hedged Liability						Cumulative Amount of Fair Value Hedging Adjustment - Increase (Decrease) Included in Carrying Amount of Liability
	March 28,		December 31,		March 28,		December 31,
(In millions)	2020		2019		2020		2019

Long-term Obligations	$	1,016	$	980	$	22	$	(13)

Carrying Amount of the Hedged Liability Cumulative Amount of Fair Value Hedging Adjustment - Increase (Decrease) Included in Carrying Amount of Liability (d)
September 28,
December 31,
September 28,
December 31,
(In millions) 2019
2018
2019
2018

Long-term Obligations $ 3,078
$ 3,291
$ (10 ) $ (93 )


~~(d)~~	~~Includes increases in the carrying amount of $20 million and $30 million at September 28, 2019 and December 31, 2018, respectively, on discontinued hedging relationships.~~

Gain (Loss) Recognized
Three Months Ended Nine Months Ended
September 28,
September 29,
September 28,
September 29,
(In millions) 2019
2018
2019
2018

Fair Value Hedging Relationships
Interest rate swaps
Hedged long-term obligations - included in other expense, net $ (14 ) $ 8
$ (95 ) $ 60
Derivatives designated as hedging instruments - included in other expense, net 15
(8 ) 98
(57 )
Derivatives Designated as Cash Flow Hedges
Interest rate swaps
Included in unrealized losses on hedging instruments within other comprehensive items (50 ) —
(50 ) —
Amount reclassified from accumulated other comprehensive items to other expense, net (3 ) (3 ) (10 ) (9 )
Financial Instruments Designated as Net Investment Hedges
Foreign currency-denominated debt
Included in currency translation adjustment within other comprehensive items 261
50
320
250
Cross-currency interest rate swaps
Included in currency translation adjustment within other comprehensive items 72
5
79
8
Included in other expense, net 13
9
41
12
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts
Included in cost of product revenues 1
1
—
1
Included in other expense, net 43
(2 ) 49
25


	Gain (Loss) Recognized
	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Fair Value Hedging Relationships
Interest rate swaps
Hedged long-term obligations - included in other expense, net	$	(36)	$	(28)
Derivatives designated as hedging instruments - included in other expense, net	36		29
Derivatives Designated as Cash Flow Hedges
Interest rate swaps
Included in unrealized losses on hedging instruments within other comprehensive items	(81)		—
Amount reclassified from accumulated other comprehensive items to other expense, net	(2)		(3)
Financial Instruments Designated as Net Investment Hedges
Foreign currency-denominated debt
Included in currency translation adjustment within other comprehensive items	83		156
Cross-currency interest rate swaps
Included in currency translation adjustment within other comprehensive items	9		37
Included in other expense, net	5		14
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts
Included in cost of product revenues	3		2
Included in other expense, net	40		17
Cross-currency interest rate swaps
Included in other expense, net	(10)		—

Gains and losses recognized on currency exchange contracts and the interest rate swaps designated as fair value hedges are included in the consolidated statement of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.

The company also uses foreign currency-denominated debt and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates. The majority of the company’s euro-denominated senior notes and certain of its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in currency translation adjustment within other comprehensive items and shareholders’ equity.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The company has also entered into $1 billion notional value of cross currency swaps in anticipation of U.S. dollar term loan borrowings to partially finance the euro purchase price of the QIAGEN acquisition (Note 2). Gains and losses associated with these swaps are recorded in other expense, net.

See Note 1 to the consolidated financial statements for ~~2018~~2019 included in the company's Annual Report on Form 10-K and Note 87 herein for additional information on the company's risk management objectives and strategies.

Cash Flow Hedge Arrangements

In ~~September 2019,~~March 2020, the company entered into interest rate swap arrangements to mitigate the risk of interest rates rising prior to completion of future debt offerings. Based on the company's conclusion that the debt offerings ~~were~~are probable, the swaps ~~hedged~~hedge the cash flow risk for each of the interest payments on ~~€1.80 billion plus $900 million aggregate principal amounts of~~ the planned fixed-rate debt issues. The aggregate fair value of these hedges, ~~were~~net of tax, at March 28, 2020 has been classified as a reduction to accumulated other comprehensive items. One of these hedges was terminated in ~~the third quarter of 2019,~~March 2020, in connection with the ~~early fourth quarter~~ debt ~~offerings (Note 15).~~offering completed in that month. The aggregate fair value of the ~~hedges~~terminated hedge at that time, ~~$38 million,~~ net of tax, has been classified as a reduction to accumulated other comprehensive items and will be amortized to interest expense over the ~~terms~~term of the related debt ~~issuances.~~issuance. The company had a cash outlay of ~~$50~~$62 million in ~~2019~~2020 associated with termination of the ~~arrangements,~~arrangement, included in other financing activities, net, in the accompanying statement of cash flows.

Fair Value of Other Financial Instruments

The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:


	September 28, 2019				December 31, 2018					March 28, 2020						December 31, 2019
	Carrying		Fair		Carrying		Fair			Carrying		Fair		Carrying		Fair
(In millions)	Value		Value		Value		Value		(In millions)	Value		Value		Value		Value

Debt Obligations:									Debt Obligations:
Senior notes	$	16,350	$	17,513	$	18,276	$	18,322	Senior notes	$	19,887	$	19,795	$	17,736	$	18,650

Commercial paper	683		683		693		693		Commercial paper	66		66		—		—
Other	20		20		21		21		Other	16		16		16		16

	$	17,053	$	18,216	$	18,990	$	19,036		$	19,969	$	19,877	$	17,752	$	18,666

The fair value of debt obligations was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends which represent level 2 measurements.

~~Supplemental Cash Flow Information~~

Nine Months Ended
September 28,
September 29,
(In millions) 2019
2018

Non-cash Investing and Financing Activities
Declared but unpaid dividends $ 77
$ 69
Issuance of stock upon vesting of restricted stock units 179
167

Note 11. Supplemental Cash Flow Information


	Three Months Ended
	March 28,		March 30,
(In millions)	2020		2019

Non-cash Investing and Financing Activities
Declared but unpaid dividends	$	88	$	77
Issuance of stock upon vesting of restricted stock units	73		69

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Cash, cash equivalents and restricted cash is included in the consolidated balance sheet as follows:

September 28,
December 31,
(In millions) 2019
2018

Cash and Cash Equivalents $ 1,273
$ 2,103
Restricted Cash Included in Other Current Assets 31
12
Restricted Cash Included in Other Assets 1
2

Cash, Cash Equivalents and Restricted Cash $ 1,305
$ 2,117


	March 28,		December 31,
(In millions)	2020		2019

Cash and Cash Equivalents	$	2,981	$	2,399
Restricted Cash Included in Other Current Assets	27		21
Restricted Cash Included in Other Assets	2		2

Cash, Cash Equivalents and Restricted Cash	$	3,010	$	2,422

Amounts included in restricted cash represent funds held as collateral for bank guarantees and incoming cash in China awaiting government administrative clearance.

Note 12. Restructuring and Other Costs, Net

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~Restructuring and Other Costs (Income), Net~~

Restructuring and other costs, ~~(income),~~ net, in the first ~~nine~~three months of ~~2019~~2020 primarily included the gain on the sale of the company's Anatomical Pathology business, and, to a lesser extent, transaction/integration costs related to acquisitions and a divestiture; sales of inventories revalued at the date of acquisition; and continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, ~~including the closure~~ and, ~~consolidation of operations within several facilities in the U.S.~~to a lesser extent, transaction/integration costs related to recent and ~~Europe.~~pending acquisitions. In the first ~~nine~~three months of ~~2019,~~2020, severance actions associated with facility consolidations and cost reduction measures affected ~~approximately 1%~~less than 0.5% of the company’s workforce.

As of ~~November~~May 1, ~~2019,~~2020, the company has identified restructuring actions that will result in additional charges of approximately ~~$80~~$65 million, primarily in ~~2019 and~~ 2020, and expects to identify additional actions during ~~2019~~2020 which will be recorded when specified criteria are met, such as communication of benefit arrangements or when the costs have been incurred.

During the ~~third quarter~~first three months of ~~2019,~~2020, the company recorded net restructuring and other costs ~~(income)~~ by segment as follows:

~~During the first nine months of 2019, the company recorded net restructuring and other costs (income) by segment as follows:~~

(In millions) Cost of
Revenues
Selling,
General and
Administrative
Expenses
Restructuring
and Other
Costs (Income), Net
Total

Life Sciences Solutions $ 16
$ —
$ 14
$ 30
Analytical Instruments —
24
10
34
Specialty Diagnostics —
4
(480 ) (476 )
Laboratory Products and Services —
27
12
39
Corporate —
(1 ) 2
1

$ 16
$ 54
$ (442 ) $ (372 )


(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total

Life Sciences Solutions	$	—	$	—	$	1	$	1
Analytical Instruments	—		—		14		14
Specialty Diagnostics	—		4		2		6
Laboratory Products and Services	2		2		18		22
Corporate	—		—		3		3

	$	2	$	6	$	38	$	46



Delaware			04-2209186
(State of incorporation)			(I.R.S. Employer Identification No.)


			TABLE OF CONTENTS
				Page
			PART I

Item 1.			~~TABLE OF CONTENTS~~ Financial Statements (Unaudited)	3
				~~Page~~
	~~PART I~~

Item 1.2.			~~Financial Statements (Unaudited)~~	3

~~Item 2.~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3025

Item 3.			Quantitative and Qualitative Disclosures About Market Risk	4033

Item 4.			Controls and Procedures	4133

			PART II

Item 1.			Legal Proceedings	4134

Item 1A.			Risk Factors	4134

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	4742



Item 6.			Exhibits	4742



	September 28,			December 31,
(In millions except share and per share amounts)	2019			2018

Assets
Current Assets:
Cash and cash equivalents	$	1,273		$	2,103
Accounts receivable, less allowances of $106 and $117	4,384			4,136
Inventories	3,308			3,005
Other current assets	1,549			1,381

Total current assets	10,514			10,625

Property, Plant and Equipment, Net	4,420			4,165
Acquisition-related Intangible Assets, Net	14,311			14,978
Other Assets	1,860			1,117
Goodwill	25,624			25,347

Total Assets	$	56,729		$	56,232

Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	661		$	1,271
Accounts payable	1,659			1,615
Accrued payroll and employee benefits	883			982
Contract liabilities	943			809
Other accrued expenses	1,698			1,470

Total current liabilities	5,844			6,147

Deferred Income Taxes	2,001			2,265
Other Long-term Liabilities	3,137			2,515
Long-term Obligations	16,392			17,719

Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 434,028,435 and 431,566,561 shares issued	434			432
Capital in excess of par value	14,964			14,621
Retained earnings	21,165			18,696
Treasury stock at cost, 33,037,208 and 29,444,882 shares	(4,486		)	(3,665		)
Accumulated other comprehensive items	(2,722		)	(2,498		)

Total shareholders' equity	29,355			27,586

Total Liabilities and Shareholders' Equity	$	56,729		$	56,232



	Three Months Ended						Nine Months Ended
	September 28,			September 29,			September 28,			September 29,
(In millions except per share amounts)	2019			2018			2019			2018

Revenues
Product revenues	$	4,798		$	4,571		$	14,345		$	13,807
Service revenues	1,474			1,349			4,368			4,044

Total revenues	6,272			5,920			18,713			17,851

Costs and Operating Expenses:
Cost of product revenues	2,471			2,357			7,363			7,072
Cost of service revenues	1,038			948			3,057			2,846
Selling, general and administrative expenses	1,539			1,490			4,632			4,547
Research and development expenses	247			240			741			716
Restructuring and other costs (income), net	31			(27		)	(442		)	35

Total costs and operating expenses	5,326			5,008			15,351			15,216

Operating Income	946			912			3,362			2,635
Other Expense, Net	(124		)	(102		)	(330		)	(385		)

Income Before Income Taxes	822			810			3,032			2,250
Provision for Income Taxes	(62		)	(101		)	(338		)	(210		)

Net Income	$	760		$	709		$	2,694		$	2,040

Earnings per Share
Basic	$	1.89		$	1.76		$	6.73		$	5.07
Diluted	$	1.88		$	1.75		$	6.68		$	5.03

Weighted Average Shares
Basic	401			402			400			402
Diluted	404			406			403			406


~~Note 1.~~	~~Nature of Operations and Summary of Significant Accounting Policies~~



(In millions)	December 31, 2018 as Reported		Impact of Adopting New Lease Guidance		January 1, 2019 As Adopted

Other Assets	$	1,117	$	641	$	1,758
Other Accrued Expenses	1,470		132		1,602
Other Long-term Liabilities	2,515		505		3,020
Retained Earnings	18,696		4		18,700



(In millions)	Brammer Bio

Purchase Price
Cash paid	$	1,710
Cash acquired	(36		)

	$	1,674

Net Assets Acquired
Current assets	$	52
Property, plant and equipment	147
Definite-lived intangible assets:
Customer relationships	744
Product technology	65
Tradenames	7
Goodwill	938
Other assets	49
Contract liabilities	(109		)
Deferred tax liabilities	(111		)
Other liabilities assumed	(108		)

	$	1,674


~~(a)~~	~~Revenues are attributed to regions based on customer location.~~



(In millions)	2019

Balance at Beginning of Year	$	1,442
Additions for tax positions of current year	6
Additions for tax positions of prior years	35
Reductions for tax positions of prior years	(7		)
Settlements	(5		)

Balance at End of Period	$	1,471


~~Note 7.~~(In millions)	~~Earnings per Share~~2020

Balance at Beginning of Year	$	1,552


Additions for tax positions of current year	2



Settlements	(7)

Balance at End of Period	$	1,547


~~(a)~~	The payments on $1.8 billion notional value of these interest rate swaps are offset in part by cross-currency interest rate swaps which effectively reduced the pay rate as of September 28, 2019 from a weighted average of 4.50% to a weighted average of 1.78%.



(In millions)

Remainder of 2019	$	51
2020	180
2021	138
2022	106
2023	76
2024	55
2025 and Thereafter	175

Total Lease Payments	781
Less: Imputed Interest	94

Total Operating Lease Liability	$	687


~~Note~~ 3.	~~Revenue~~


~~Note 12.~~	~~Fair Value Measurements and Fair Value of Financial Instruments~~


(In millions)	Severance		Abandonment of Excess Facilities		Other (a)		Total

Balance at December 31, 2019	18		$	10	$	6	$	34

Costs incurred in 2020 (c)	23		4		3		30
Reserves reversed (b)	(1)		—		—		(1)
Payments	(10)		(3)		(2)		(15)


Balance at March 28, 2020	$	30	$	11	$	7	$	48


~~(a)~~	Other includes relocation and moving expenses associated with facility consolidations, as well as employee retention costs which are accrued ratably over the period through which employees must work to qualify for a payment.


~~(b)~~	~~Impact of adopting new lease accounting guidance on January 1, 2019.~~


(In millions)	Principal Value Issued

1.75% 7-Year Senior Notes, Due 4/15/2027 (euro-denominated)	€	600
2.375% 12-Year Senior Notes, Due 4/15/2032 (euro-denominated)	€	600



(In millions)	Principal Value Redeemed

6.00% 10-Year Senior Notes, Due 3/1/2020	$	750
1.50% 5-Year Senior Notes, Due 12/1/2020 (euro-denominated)	€	425
5.00% 10-Year Senior Notes, Due 1/15/2021	$	400
4.50% 10-Year Senior Notes, Due 3/1/2021	$	1,000
3.60% 10-Year Senior Notes, Due 8/15/2021	$	1,100
3.30% 7-Year Senior Notes, Due 2/15/2022	$	800


~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~



	Three Months Ended
(In millions)	September 28, 2019			September 29, 2018			Total Change			Currency Translation / Other *			Acquisitions/ Divestitures			Operations

Revenues
Life Sciences Solutions	$	1,701		$	1,504		$	197		$	(21	)	$	24		$	194
Analytical Instruments	1,358			1,333			25			(19		)	—			44
Specialty Diagnostics	879			894			(15		)	(11		)	(63		)	59
Laboratory Products and Services	2,619			2,470			149			(69		)	68			150
Eliminations	(285		)	(281		)	(4		)	37			(2		)	(39		)

Consolidated Revenues	$	6,272		$	5,920		$	352		$	(83	)	$	27		$	408


~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~



Set forth below are the risks that we believe are material to our investors. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 3025.


~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plans or Programs (1) (in millions)

Fiscal January (Jan. 1 - Feb. 1)	—			—	$	2,500
Fiscal February (Feb. 2 - Feb. 29)	4,521,373	$	331.76	4,521,373	1,000
Fiscal March (Mar. 1 - Mar. 28)	—			—	1,000

Total First Quarter	4,521,373	$	331.76	4,521,373	$	1,000


Date:		May 1, 2020	THERMO FISHER SCIENTIFIC INC.


~~Date:~~		~~November 1, 2019~~	~~THERMO FISHER SCIENTIFIC INC.~~



	/s/ Stephen Williamson
			Stephen Williamson
			Senior Vice President and Chief Financial Officer



			/s/ Peter E. Hornstra
			Peter E. Hornstra
			Vice President and Chief Accounting Officer



Exhibit Number		Description of Exhibit
~~4.1~~2.1		Business Combination Agreement, dated as of March 3, 2020, between Thermo Fisher Scientific Inc. and QIAGEN N.V.~~Eighteenth~~ (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed March 9, 2020 [File No. 1-8002] and incorporated in this document by reference).
3.1		A mended and Restated By-Laws of the Registr ant, as amended and effective as of March 30, 2020 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 2, 2020 [File No. 1-8002] and incorporated in this document by reference).
4.1		Twentieth Supplemental Indenture, dated as of ~~September 30, 2019,~~March 25, 2020 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as ~~truste~~trustee~~e (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 30, 2019 [File No. 1-8002] and incorporated in this document by reference).~~
~~4.2~~	~~Nineteenth Supplemental Indenture, dated as of October 8, 2019, between the Company, as issuer, and the Bank of New York Mellon Trust Company, N.A., as trustee~~ (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed ~~October 8, 2019~~March 26, 2020 [File No. 1-8002] and incorporated in this document by reference).
~~31.1~~4.2		Twenty-First Supplemental Indenture, dated as of April 2, 2020, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 2, 2020 [File No. 1-8002] and incorporated in this document by reference).
10.1		Bridge Credit Agreement, dated as of April 17, 2020, among Thermo Fisher, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 23, 2020 [File No. 1-8002] and incorporated in this document by reference).
31.1		Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Definition Linkbase Document.
101.LAB		XBRL Taxonomy Label Linkbase Document.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
		The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.