<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>frm8k072705.txt
<DESCRIPTION>FORM 8-K 2ND QUARTER
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
July 27, 2005
----------------------------------------
THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-8002 04-2209186
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
</TABLE>
(781) 622-1000
(Registrant's telephone number
including area code)
<PAGE>
Page 2
This Current Report on Form 8-K contains forward-looking statements
that involve a number of risks and uncertainties. Important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are set forth under the heading "Forward-Looking
Statements" in the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2005. These include risks and uncertainties relating to:
the need to develop new products and adapt to significant technological change;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; dependence on customers' capital spending policies and
government funding policies; use and protection of intellectual property;
exposure to product liability claims in excess of insurance coverage; retention
of contingent liabilities from businesses that the Registrant sold; realization
of future savings from new productivity initiatives; implementation of the
Registrant's branding strategy; implementation of strategies for improving
internal growth; the effect of exchange rate fluctuations on international
operations; identification, completion and integration of new acquisitions and
potential impairment of goodwill from previous acquisitions. While the
Registrant may elect to update forward-looking statements at some point in the
future, it specifically disclaims any obligation to do so, and, therefore, these
forward-looking statements should not be relied upon as representing the
Registrant's views as of any date subsequent to the date of this Current Report
on Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
On July 27, 2005, the Registrant announced its financial results for
the fiscal quarter ended July 2, 2005. The full text of the press release issued
in connection with the announcement is attached as Exhibit 99.1 to this Form 8-K
and incorporated herein by reference.
The information contained in this Form 8-K (including Exhibit 99.1)
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following Exhibit relating to Item 2.02 shall be deemed "furnished", and not
"filed":
99.1 Press Release dated July 27, 2005.
<PAGE>
Page 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on this 27th day of July, 2005.
THERMO ELECTRON CORPORATION
By: /s/ Peter E. Hornstra
---------------------------------------
Peter E. Hornstra
Corporate Controller and. Chief
Accounting Officer
<PAGE>
[THERMO ELECTRON CORPORATION LOGO]
NEWS
FOR IMMEDIATE RELEASE
Media Contact Information: Investor Contact Information:
Lori Gorski Kenneth J. Apicerno
Phone: 781-622-1242 Phone: 781-622-1111
E-mail: lori.gorski@thermo.com E-mail: ken.apicerno@thermo.com
---------------------- -----------------------
Website: www.thermo.com
Thermo Electron Reports 24% Revenue Growth and Strong Operating Results
in Second Quarter 2005
WALTHAM, Mass., July 27, 2005 - Thermo Electron Corporation (NYSE: TMO) today
reported revenues of $654 million in the second quarter of 2005, compared with
$525 million in 2004 - a 24% increase. The revenue growth includes the effect of
acquisitions (15%) and currency translation (2%). GAAP diluted earnings per
share (EPS) were $.37 in the 2005 quarter, compared with $.54 in the year-ago
period (which included a gain of $.24 from discontinued operations). GAAP
operating income in 2005 decreased 10%, and GAAP operating margin was 8.1%,
versus 11.2% in 2004, due to amortization and purchase accounting adjustments
related to recent acquisitions.
Adjusted EPS grew 24% to $.36 in the second quarter of 2005, compared with $.29
in the year-ago quarter. Adjusted operating income increased 31% to record
second quarter levels since the company's reorganization in 2000. Adjusted
operating margin rose to 13.2%, versus 12.5% in 2004.
Adjusted EPS, adjusted operating income and adjusted operating margin are
non-GAAP measures that exclude certain items detailed at the end of this press
release under the heading, "Use of Non-GAAP Financial Measures."
Second Quarter Highlights
|X| Revenues grew 24%
|X| Adjusted EPS increased 24%
|X| Adjusted operating income rose 31%
|X| Integration of recent acquisitions progressing well, adding more than $400
million in annual revenues
|X| New-generation hybrid mass spectrometer introduced
"We had excellent performance this quarter, with considerable growth in
revenues, adjusted EPS and adjusted operating income," said Marijn E. Dekkers,
president and chief executive officer of Thermo Electron. "Higher demand for our
products and services across the board was driven by improvement in our life
sciences markets and continued strength in industrial and environmental markets.
"As we expected, Thermo is clearly gaining momentum going into the second half
of 2005. The integration of the Kendro, Niton and R&P acquisitions is proceeding
very well. In addition, our aggressive internal R&D efforts continue to
distinguish Thermo as the technology leader, with the recent launch of our LTQ
Orbitrap(TM) hybrid system hailed the most significant mass spectrometry
breakthrough since the introduction of the ion trap. By extending our range of
integrated solutions, we are enabling our customers to push the limits of what
they can accomplish in their laboratory, manufacturing and field applications."
<PAGE>
Mr. Dekkers added, "These results put us on track to achieve the growth goals we
have set for the year. To reiterate, we expect to report adjusted EPS of $1.49
to $1.54 in 2005, an increase of 19 to 23% over last year's $1.25. We expect to
report a 20 to 22% increase in revenues for the full year, in the range of $2.65
to $2.69 billion." (This adjusted EPS guidance, which is a non-GAAP measure,
excludes approximately $.11 of expense per quarter from the amortization of
acquisition-related intangible assets for acquisitions completed through the
first half of 2005 and certain other items detailed at the end of this press
release under the heading, "Use of Non-GAAP Financial Measures.")
Life and Laboratory Sciences
The Life and Laboratory Sciences segment reported a 32% revenue increase in the
second quarter of 2005 to $487 million, versus $370 million in the 2004 quarter.
GAAP operating income for the segment declined 8% in the 2005 quarter, and GAAP
operating margin was 10.1%, versus 14.4% a year ago. Adjusted operating income
grew 35% in the 2005 period, and adjusted operating margin increased to 16.0%,
compared with 15.6% in 2004.
Measurement and Control
Revenues in the Measurement and Control segment grew 7% to $166 million in the
second quarter of 2005, compared with $155 million a year ago. GAAP operating
income for the segment decreased 3% in the 2005 quarter, and GAAP operating
margin was 7.3%, compared with 8.0% last year. Adjusted operating income grew 9%
in the 2005 period, and adjusted operating margin increased to 9.5%, over 9.3%
in 2004.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), we use certain non-GAAP financial
measures, including adjusted EPS, adjusted operating income and adjusted
operating margin, which exclude restructuring and other costs/income and
amortization of acquisition-related intangible assets. Adjusted EPS and adjusted
operating income also exclude certain other gains and losses, tax
provisions/benefits related to the previous items, benefits from tax credit
carryforwards and the impact of the resolution of significant tax audits. In
addition, our adjusted EPS guidance excludes results of pending acquisitions and
the impact of accounting principles not yet adopted. We exclude the above items
because they are outside of our normal operations and/or, in certain cases, are
difficult to forecast accurately for future periods. We believe that the
inclusion of such measures helps investors to gain a better understanding of our
core operating results and future prospects, consistent with how management
measures and forecasts the company's performance, especially when comparing such
results to previous periods or forecasts.
Specifically:
We exclude costs and tax effects associated with restructuring activities, such
as reducing overhead and consolidating facilities, in connection with the final
phase of our overall reorganization, which we substantially completed in 2004.
We believe that the costs related to these restructuring activities are not
indicative of our normal operating costs.
We exclude charges relating to the sale of inventories revalued at the date of
acquisition, as we believe these charges are not indicative of our normal
operating costs.
We exclude the expense and tax effects associated with the amortization of
acquisition-related intangible assets because a significant portion of the
purchase price for acquisitions may be allocated to intangible assets that have
lives of 5 to 10 years. Exclusion of the amortization expense allows comparisons
of operating results that are consistent over time for both our newly acquired
and long-held businesses and with both acquisitive and non-acquisitive peer
companies.
<PAGE>
We also exclude certain gains/losses and related tax effects, benefits from tax
credit carryforwards and the impact of the resolution of significant tax audits,
which are either isolated or cannot be expected to occur again with any
regularity or predictability and that we believe are not indicative of our
normal operating gains and losses. We exclude gains/losses from the sale of our
equity interests in Newport Corporation and Thoratec Corporation, as well as
other items such as the sale of a business or real estate and the early
retirement of debt. (During the quarter, we sold our remaining shares of Newport
and Thoratec.)
Thermo's management uses these non-GAAP measures, in addition to GAAP financial
measures, as the basis for measuring the company's core operating performance
and comparing such performance to that of prior periods and to the performance
of our competitors. Such measures are also used by management in their financial
and operating decision-making and for compensation purposes.
The non-GAAP financial measures of Thermo's results of operations included in
this press release are not meant to be considered superior to or a substitute
for Thermo's results of operations prepared in accordance with GAAP.
Reconciliations of such non-GAAP financial measures to the most directly
comparable GAAP financial measures are set forth in the accompanying tables.
Thermo's earnings guidance, however, is only provided on an adjusted basis. It
is not feasible to provide GAAP EPS guidance because the items excluded, other
than the amortization expense, are difficult to predict and estimate and are
primarily dependent on future events, such as the timing of completion of and
results from pending acquisitions, the impact of accounting principles not yet
adopted and decisions concerning the location and timing of facility
consolidations.
Conference Call
Thermo Electron will hold its earnings conference call today, July 27, at 9:00
a.m. Eastern time. To listen, dial 888-872-9028 within the U.S., or 973-633-6740
outside the U.S. You may also listen to the call live on the Web by visiting
http://www.thermo.com. Click on "About Thermo," then "Investors." An audio
archive of the call will be available in that section of our Web site until
Friday, August 26, 2005. You will also find this press release, including the
accompanying reconciliation of non-GAAP financial measures, under the heading
"Press Releases," and related information under the heading "Financial Reports,"
in the Investors section of our Web site.
About Thermo Electron
Thermo Electron Corporation is the world leader in analytical instruments. Our
instrument solutions enable our customers to make the world a healthier, cleaner
and safer place. Thermo's Life and Laboratory Sciences segment provides
analytical instruments, scientific equipment, services and software solutions
for life science, drug discovery, clinical, environmental and industrial
laboratories. Thermo's Measurement and Control segment is dedicated to providing
analytical instruments used in a variety of manufacturing processes and
in-the-field applications, including those associated with safety and homeland
security. Based near Boston, Massachusetts, Thermo has revenues of more than
$2.7 billion, and employs approximately 11,000 people in 30 countries. For more
information, visit www.thermo.com.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Forward-Looking
Statements" in the company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2005. These include risks and uncertainties relating to:
the need to develop new products and adapt to significant technological change;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; dependence on customers' capital spending policies and
government funding policies; use and protection of intellectual property;
exposure to product liability claims in excess of insurance coverage; retention
of contingent liabilities from businesses we sold; realization of potential
future savings from new productivity initiatives; implementation of our branding
strategy; implementation of strategies for improving internal growth; the effect
of exchange rate fluctuations on international operations; identification,
completion and integration of new acquisitions and potential impairment of
goodwill from previous acquisitions. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Consolidated Statement of Income (unaudited)
Three Months Ended
---------------------------------------------------------------
July 2, 2005 July 3, 2004
--------------------------------------------------------------
(In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b)
------------------------------------------------------------------------------------------------------------------------------
Revenues $ 653,621 $ 653,621 $ 525,309 $ 525,309
-------------- ------------- -------------- -------------
Costs and Operating Expenses:
Cost of revenues (c) 366,166 354,701 286,424 286,088
Selling, general and administrative expenses 173,484 173,484 140,864 140,864
Amortization of acquisition-related intangible assets 19,109 - 5,644 -
Research and development expenses 39,432 39,432 32,592 32,592
Restructuring and other costs, net (d) 2,216 - 815 -
-------------- ------------- -------------- -------------
600,407 567,617 466,339 459,544
-------------- ------------- -------------- -------------
Operating Income 53,214 86,004 58,970 65,765
Interest Income 2,591 2,591 1,666 1,666
Interest Expense (7,287) (7,287) (2,694) (2,694)
Other Income, Net (e) 30,200 2,606 11,695 3,702
-------------- ------------- -------------- -------------
Income from Continuing Operations Before Income Taxes 78,718 83,914 69,637 68,439
Provision for Income Taxes (f) (21,958) (25,120) (19,058) (19,843)
-------------- ------------- -------------- -------------
Income from Continuing Operations 56,760 58,794 50,579 48,596
Income from Discontinued Operations (includes income tax
benefit of $36,927 in 2004) - - 40,501 -
Gain on Disposal of Discontinued Operations (net of income tax
provision of $2,034 in 2005) 3,463 - - -
-------------- ------------- -------------- -------------
Net Income $ 60,223 $ 58,794 $ 91,080 $ 48,596
============== ============= ============== =============
Earnings per Share from Continuing Operations:
Basic $ .35 $ .31
============== ==============
Diluted $ .35 $ .30
============== ==============
Earnings per Share:
Basic $ .37 $ .55
============== ==============
Diluted $ .37 $ .36 $ .54 $ .29
============== ============= ============== =============
Weighted Average Shares:
Basic 161,255 165,571
============== ==============
Diluted 164,658 164,658 170,521 170,521
============== ============= ============== =============
</TABLE>
(a) Reported results were determined in accordance with U.S. generally accepted
accounting principles (GAAP).
(b) Adjusted results are non-GAAP measures and exclude charges to cost of
revenues (note c), amortization of acquisition-related intangible assets,
restructuring and other costs/income (note d), certain other income/expense
(note e), the tax consequences of these items (note f) and results of
discontinued operations.
(c) Reported results in 2005 include $11,465 of charges for the sale of
inventories revalued at the date of acquisition. Reported results in 2004
include $275 of charges for accelerated depreciation on manufacturing
equipment being abandoned due to facility consolidations and $61 of charges
for the sale of inventories revalued at the date of acquisition.
(d) Reported results in 2005 include restructuring and other items consisting
principally of severance and abandoned facility and other expenses of real
estate consolidation, net of a gain on the sale of a building. Reported
results in 2004 include restructuring and other items consisting
principally of severance, abandoned facility and other expenses of real
estate consolidation, gain on the sale of a business and legal/advisory
fees associated with a reorganization of the company's non-U.S. subsidiary
structure.
(e) Reported results include $27,594 and $7,993 of net gains from the sale of
shares of Newport Corporation and Thoratec Corporation in 2005 and Thoratec
Corporation in 2004, respectively.
(f) Adjusted provision for income taxes excludes $3,162 of incremental tax
benefit and $115 of incremental tax provision in 2005 and 2004,
respectively, for the items in (b) through (e) and $900 in 2004 of tax
benefit resulting from a reorganization of the company's subsidiary
structure in Europe.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Segment Data (g)(h)(i)(l) Three Months Ended
------------------------------
(In thousands except percentage amounts) July 2, 2005 July 3, 2004
------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
Revenues $ 487,462 $ 369,823
-------------- -------------
GAAP Operating Income 49,075 53,311
Cost of Revenue Charges (j) 11,232 275
Restructuring and Other Items (k) (160) (779)
Amortization of Acquisition-related Intangible Assets 17,773 4,963
-------------- -------------
Adjusted Operating Income $ 77,920 $ 57,770
-------------- -------------
GAAP Operating Margin 10.1% 14.4%
Adjusted Operating Margin 16.0% 15.6%
Measurement and Control
Revenues $ 166,159 $ 155,486
-------------- -------------
GAAP Operating Income 12,093 12,415
Cost of Revenue Charges (j) 233 61
Restructuring and Other Items (k) 2,168 1,299
Amortization of Acquisition-related Intangible Assets 1,335 681
-------------- -------------
Adjusted Operating Income $ 15,829 $ 14,456
-------------- -------------
GAAP Operating Margin 7.3% 8.0%
Adjusted Operating Margin 9.5% 9.3%
Consolidated (including Corporate Costs)
Revenues $ 653,621 $ 525,309
-------------- -------------
GAAP Operating Income 53,214 58,970
Cost of Revenue Charges (j) 11,465 336
Restructuring and Other Items (k) 2,216 815
Amortization of Acquisition-related Intangible Assets 19,109 5,644
-------------- -------------
Adjusted Operating Income $ 86,004 $ 65,765
-------------- -------------
GAAP Operating Margin 8.1% 11.2%
Adjusted Operating Margin 13.2% 12.5%
</TABLE>
(g) GAAP operating income and GAAP operating margin were determined in
accordance with U.S. generally accepted accounting principles.
(h) Adjusted operating income and adjusted operating margin are non-GAAP
measures and exclude the items in notes (c) and (d) and amortization of
acquisition-related intangible assets.
(i) Depreciation expense in 2005 was $7,764 at Life and Laboratory Sciences,
$2,045 at Measurement and Control and $10,760 Consolidated. Depreciation
expense in 2004 was $7,446 at Life and Laboratory Sciences, $2,621 at
Measurement and Control and $10,782 Consolidated.
(j) Includes items described in note (c).
(k) Includes items described in note (d).
(l) Book-to-bill ratio was 1.04 in the second quarter of 2005.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Consolidated Statement of Income (unaudited)
Six Months Ended
---------------------------------------------------------------
July 2, 2005 July 3, 2004
---------------------------------------------------------------
(In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b)
------------------------------------------------------------------------------------------------------------------------------
Revenues $ 1,212,829 $ 1,212,829 $ 1,050,341 $ 1,050,341
-------------- ------------- -------------- -------------
Costs and Operating Expenses:
Cost of revenues (c) 666,140 654,675 570,596 567,852
Selling, general and administrative expenses 329,571 329,571 287,617 287,617
Amortization of acquisition-related intangible assets 26,523 - 9,450 -
Research and development expenses 75,760 75,760 66,861 66,861
Restructuring and other costs, net (d) 1,945 - 3,973 -
-------------- ------------- -------------- -------------
1,099,939 1,060,006 938,497 922,330
-------------- ------------- -------------- -------------
Operating Income 112,890 152,823 111,844 128,011
Interest Income 5,927 5,927 3,586 3,586
Interest Expense (10,442) (10,442) (5,423) (5,423)
Other Income, Net (e) 33,323 5,729 15,106 5,492
-------------- ------------- -------------- -------------
Income from Continuing Operations Before Income Taxes 141,698 154,037 125,113 131,666
Provision for Income Taxes (f) (39,355) (44,771) (34,869) (37,907)
-------------- ------------- -------------- -------------
Income from Continuing Operations 102,343 109,266 90,244 93,759
Income from Discontinued Operations (includes income tax
benefit of $35,780 in 2004) - - 43,958 -
Gain on Disposal of Discontinued Operations (net of income tax
provision of $4,272 in 2005) 6,736 - - -
-------------- ------------- -------------- -------------
Net Income $ 109,079 $ 109,266 $ 134,202 $ 93,759
============== ============= ============== =============
Earnings per Share from Continuing Operations:
Basic $ .64 $ .55
============== ==============
Diluted $ .63 $ .53
============== ==============
Earnings per Share:
Basic $ .68 $ .81
============== ==============
Diluted $ .67 $ .67 $ .79 $ .56
============== ============= ============== =============
Weighted Average Shares:
Basic 161,106 165,389
============== ==============
Diluted 164,694 164,694 170,258 170,258
============== ============= ============== =============
</TABLE>
(a) Reported results were determined in accordance with U.S. generally accepted
accounting principles (GAAP).
(b) Adjusted results are non-GAAP measures and exclude charges to cost of
revenues (note c), amortization of acquisition-related intangible assets,
restructuring and other costs/income (note d), certain other income/expense
(note e), the tax consequences of these items (note f) and results of
discontinued operations.
(c) Reported results in 2005 and 2004 include $11,465 and $2,744, respectively,
of charges primarily for the sale of inventories revalued at the date of
acquisition.
(d) Reported results in 2005 include restructuring and other items consisting
principally of severance, abandoned facility and other expenses of real
estate consolidation and net gains on the sale of buildings. Reported
results in 2004 include restructuring and other items consisting
principally of severance, abandoned facility and other expenses of real
estate consolidation, gain on the sale of a business and legal/advisory
fees associated with a reorganization of the company's non-U.S. subsidiary
structure.
(e) Reported results include $27,594 and $9,614 of net gains from the sale of
shares of Newport Corporation and Thoratec Corporation in 2005 and Thoratec
Corporation in 2004, respectively.
(f) Adjusted provision for income taxes excludes $5,416 and $2,138 of
incremental tax benefit in 2005 and 2004, respectively, for the items in
(b) through (e) and $900 in 2004 of tax benefit resulting from a
reorganization of the company's subsidiary structure in Europe.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Segment Data (g)(h)(i) Six Months Ended
------------------------------
(In thousands except percentage amounts) July 2, 2005 July 3, 2004
------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
Revenues $ 880,767 $ 735,289
-------------- -------------
GAAP Operating Income 100,905 100,128
Cost of Revenue Charges (j) 11,232 2,621
Restructuring and Other Items (k) (1,894) 642
Amortization of Acquisition-related Intangible Assets 24,387 8,106
-------------- -------------
Adjusted Operating Income $ 134,630 $ 111,497
-------------- -------------
GAAP Operating Margin 11.5% 13.6%
Adjusted Operating Margin 15.3% 15.2%
Measurement and Control
Revenues $ 332,062 $ 315,052
-------------- -------------
GAAP Operating Income 30,453 26,598
Cost of Revenue Charges (j) 233 123
Restructuring and Other Items (k) 3,202 2,521
Amortization of Acquisition-related Intangible Assets 2,134 1,343
-------------- -------------
Adjusted Operating Income $ 36,022 $ 30,585
-------------- -------------
GAAP Operating Margin 9.2% 8.4%
Adjusted Operating Margin 10.8% 9.7%
Consolidated (including Corporate Costs)
Revenues $ 1,212,829 $ 1,050,341
-------------- -------------
GAAP Operating Income 112,890 111,844
Cost of Revenue Charges (j) 11,465 2,744
Restructuring and Other Items (k) 1,945 3,973
Amortization of Acquisition-related Intangible Assets 26,523 9,450
-------------- -------------
Adjusted Operating Income $ 152,823 $ 128,011
-------------- -------------
GAAP Operating Margin 9.3% 10.6%
Adjusted Operating Margin 12.6% 12.2%
</TABLE>
(g) GAAP operating income and GAAP operating margin were determined in
accordance with U.S. generally accepted accounting principles.
(h) Adjusted operating income and adjusted operating margin are non-GAAP
measures and exclude the items in notes (c) and (d) and amortization of
acquisition-related intangible assets.
(i) Depreciation expense in 2005 was $14,543 at Life and Laboratory Sciences,
$4,461 at Measurement and Control and $20,912 Consolidated. Depreciation
expense in 2004 was $14,981 at Life and Laboratory Sciences, $5,078 at
Measurement and Control and $21,660 Consolidated.
(j) Includes items described in note (c).
(k) Includes items described in note (d).
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Condensed Consolidated Balance Sheet (unaudited)
(In thousands) July 2, 2005 Dec. 31, 2004
------------------------------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 159,744 $ 326,886
Short-term available-for-sale investments 11,061 185,369
Accounts receivable, net 512,648 469,553
Inventories 399,699 336,711
Other current assets 154,443 151,135
-------------- --------------
1,237,595 1,469,654
-------------- --------------
Property, Plant and Equipment, Net 294,520 261,041
-------------- --------------
Acquisition-related Intangible Assets 490,638 158,577
-------------- --------------
Other Assets 164,300 174,428
-------------- --------------
Goodwill 1,947,321 1,513,025
-------------- --------------
$ 4,134,374 $ 3,576,725
============== ==============
Current Liabilities:
Short-term obligations and current maturities of long-term obligations $ 228,259 $ 15,017
Other current liabilities 521,892 521,159
Current liabilities of discontinued operations 37,394 42,552
-------------- --------------
787,545 578,728
-------------- --------------
Long-term Deferred Income Taxes and Other Long-term Liabilities 180,838 106,377
-------------- --------------
Long-term Obligations:
Senior notes 383,771 135,232
Subordinated convertible obligations 77,234 77,234
Other 11,932 13,604
-------------- --------------
472,937 226,070
-------------- --------------
Total Shareholders' Equity 2,693,054 2,665,550
-------------- --------------
$ 4,134,374 $ 3,576,725
============== ==============
</TABLE>
</TEXT>
</DOCUMENT>