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Thermo Fisher Scientific Inc. 168 Third Avenue Waltham, Massachusetts 02451, U.S.A

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Thermo Fisher Scientific Inc. 168 Third Avenue Waltham, Massachusetts 02451, U.S.A Thermo Fisher Scientific Inc. 168 Third Avenue Waltham, Massachusetts 02451, U.S.A. THERMO FISHER SCIENTIFIC INC. 2007 EMPLOYEES' STOCK PURCHASE PLAN AS AMENDED AND RESTATED (THE "ESPP") Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries of Thermo Fisher Scientific Inc., subject to the applicable legislation in each country Pursuant to articles L. 412-1 and L. 621-8 of the Code monétaire et financier and its General Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers ("AMF") has attached visa number 17-618 dated November 29, 2017, onto this prospectus. This prospectus was established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the provisions of Article L. 621-8-1-I of the Code monétaire et financier, was granted after the AMF verified that the document is complete and comprehensible, and that the information it contains is consistent. The visa represents neither the approval of the worthiness of the operation nor the authentication of the financial and accounting information presented. This prospectus will be made available in printed form to employees of the EEA subsidiaries of Thermo Fisher Scientific Inc. based in countries in which an offering under the ESPP is considered a public offering, subject to the applicable legislation in each country, at the respective head offices of their employers. In addition, this prospectus along with summary translations (as applicable) will be posted on Thermo Fisher Scientific Inc.’s intranet and free copies will be available to the employees upon request by contacting the human resources departments of their employers. This prospectus, together with the French translation of its summary, will also be available on the website of the AMF, www.amf-france.org. 4030664-v10\CHIDMS1 NOTE TO THE PROSPECTUS This prospectus contains material information concerning Thermo Fisher Scientific Inc. and was established pursuant to articles 211-1 to 216-1 of the AMF General Regulation. Pursuant to Article 25 of Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended (the "Prospectus Regulation"), this prospectus is composed of the following parts in the following order: (1) a table of contents, (2) the summary provided for in Article 5(2) of Directive 2003/71/EC of the European Parliament and of the European Council of 4 November 2003, as amended (the "Prospectus Directive") (Part I constitutes the prospectus summary), (3) the risk factors linked to the issuer and the type of security covered by the issue, and (4) excerpts from Annexes I and III of the Prospectus Regulation which, by application of Articles 3, 4, and 6 of the Prospectus Regulation and question 71 of the European Securities and Markets Authority ("ESMA") Q&A1 are required for this offering of equity securities to employees of Thermo Fisher Scientific Inc. and its affiliates. This prospectus also contains supplemental information concerning Thermo Fisher Scientific Inc. and the ESPP (Part II - Section B) as well as the following document (Exhibit): - Thermo Fisher Scientific Inc. 2007 Employees' Stock Purchase Plan as Amended and Restated. In this prospectus, the terms "the Company," "we," "us," or "our" mean Thermo Fisher Scientific Inc. and its subsidiaries. All references to "$" in this prospectus refer to U.S. dollars. 1 Questions and Answers, Prospectuses: 27th updated version – October 2017 (20 October 2017| ESMA-31-62-780). 2 4030664-v10\CHIDMS1 TABLE OF CONTENTS Part I Constitutes the Prospectus Summary Page PART I — PROSPECTUS SUMMARY .......................................................................................................................... 5 SECTION A — INTRODUCTION AND WARNINGS ....................................................................................... 5 SECTION B — ISSUER ................................................................................................................................... 5 SECTION C — SECURITIES ........................................................................................................................ 11 SECTION D — RISKS ................................................................................................................................... 12 SECTION E — OFFER .................................................................................................................................. 14 PART II — PROSPECTUS .......................................................................................................................................... 18 SECTION A — RISK FACTORS ................................................................................................................... 18 I. RISKS RELATED TO THERMO FISHER'S BUSINESS .................................................................. 18 II. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................. 25 SECTION B — SUPPLEMENTAL INFORMATION CONCERNING THERMO FISHER AND THE ESPP ................................................................................................................................. 26 I. THE OUTLINE ................................................................................................................................. 26 II. ELIGIBILITY .................................................................................................................................... 28 III. DELIVERY AND SALE OF THE SHARES ...................................................................................... 29 IV. RIGHTS RELATED TO THE SHARES ............................................................................................ 29 V. STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF SEPTEMBER 30, 2017 ............................................................................................................................ 34 VI. MAXIMUM DILUTION AND NET PROCEEDS ................................................................................ 38 VII. DIRECTORS AND EXECUTIVE OFFICERS................................................................................... 39 VIII. EMPLOYEES .................................................................................................................................. 50 IX. WORKING CAPITAL STATEMENT ................................................................................................ 52 X. SELECTED FINANCIAL INFORMATION ........................................................................................ 53 XI. DOCUMENTS ON DISPLAY ........................................................................................................... 54 XII. TAX CONSEQUENCES .................................................................................................................. 55 EXHIBIT ........................................................................................................................................................ 68 EXHIBIT I THERMO FISHER SCIENTIFIC INC. 2007 EMPLOYEES' STOCK PURCHASE PLAN AS AMENDED AND RESTATED.......................................................................................................................... I CROSS-REFERENCE LISTS ......................................................................................................................................... I ANNEX I MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION DOCUMENT (SCHEDULE) .................................................................................................................................................. i ANNEX III MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES NOTE (SCHEDULE) ................................................................................................................................................. v 3 4030664-v10\CHIDMS1 COMPANY REPRESENTATIVE FOR PROSPECTUS 1.1 Stephen Williamson, Senior Vice President and Chief Financial Officer, acting for and on behalf of Thermo Fisher Scientific Inc. 1.2 To my knowledge, and after having taken all reasonable measures for this purpose, the information contained in this prospectus fairly reflects the current situation, and no material omission has been made. 1.3 Thermo Fisher Scientific Inc. has obtained a letter from its independent registered public accounting firm in relation to this prospectus. The independent registered public accounting firm has, in accordance with the professional standards and interpretations applicable to it in the United States of America in PCAOB Auditing Standard 2710, Other Information in Documents Containing Audited Financial Statements, for the purpose of identifying material inconsistencies with the audited financial statements or a material misstatement of fact, read the prospectus, including the financial information concerning Thermo Fisher Scientific Inc. for the fiscal years ended December 31, 2016, 2015 and 2014 and for the periods ended September 30, 2017 and October 1, 2016 in Part I - Element B.7 and the Selected Financial Data contained in Part II - Section B.10.1 of this prospectus. /s/ Stephen Williamson Stephen Williamson Senior Vice President and Chief Financial Officer Thermo Fisher Scientific Inc. Waltham, Massachusetts, United States of America November 28, 2017 4 4030664-v10\CHIDMS1 PART I — PROSPECTUS SUMMARY PART I — PROSPECTUS SUMMARY VISA NUMBER 17-618 DATED NOVEMBER 29, 2017 OF THE AMF Summaries are made up of disclosure requirements known as "Elements." These Elements
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