<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>frm8k102605.txt
<DESCRIPTION>FORM 8-K Q3 EARNINGS
<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):
October 26, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
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 July 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 October 26, 2005, the Registrant announced its financial results for the
fiscal quarter ended October 1, 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 October 26, 2005.
<PAGE>
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 26th day of October, 2005.
THERMO ELECTRON CORPORATION
By: /s/ Peter E. Hornstra
----------------------------------------
Peter E. Hornstra
Corporate Controller and Chief Accounting
Officer
<PAGE>
Exhibit 99.1
[THERMO 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 25% Revenue Growth in Third Quarter 2005
Driven by New Products and Acquisitions
WALTHAM, Mass., October 26, 2005 - Thermo Electron Corporation (NYSE: TMO) today
reported that revenues grew 25% to $679 million in the third quarter of 2005,
compared with $542 million in 2004, including a 20% increase from acquisitions
and no effect from currency translation. GAAP diluted earnings per share (EPS)
were $.35 in the 2005 quarter, compared with $.65 in the year-ago period (which
included a gain of $.39 from discontinued operations). GAAP operating income in
2005 increased 4%, and GAAP operating margin was 9.1%, versus 11.0% in 2004, due
primarily to amortization of intangibles and costs from previously announced
integration actions related to recent acquisitions.
Adjusted EPS grew 25% to $.40 in the third quarter of 2005, compared with $.32
in the year-ago quarter. Adjusted operating income increased 41%, and adjusted
operating margin rose 160 basis points to 14.7%, versus 13.1% 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."
Third Quarter Highlights
o Revenues grew 25%
o Adjusted EPS increased 25%
o Adjusted operating margin rose 160 basis points
o Mass spectrometry portfolio greatly enhanced through new product
developments and strategic acquisition
o Point of Care diagnostics business divested at quarter end
"We delivered another excellent quarter across the board, with significant
growth in revenues, adjusted EPS and adjusted operating margin," said Marijn E.
Dekkers, president and chief executive officer of Thermo Electron. "Our
performance continues to be driven by the strength of new products and strategic
acquisitions.
<PAGE>
"Our focused R&D investments have led to a number of new product offerings this
year, especially in mass spectrometry, where we are the clear technology leader.
Our breakthrough LTQ Orbitrap(TM) mass spectrometer introduced last quarter is
already contributing to growth. In
the third quarter, we introduced three more mass spectrometry systems that
enhance a range of laboratory processes - from drug discovery to earth sciences
and environmental analysis. In addition, our recent acquisition of Ionalytics
Corporation further broadens our portfolio with complementary ion-separation
technologies.
"Our impressive results this quarter were also fueled by strategic acquisitions
made earlier in the year - a record investment for Thermo that has created
significant opportunities for growth. I'm pleased to report that we continue to
make excellent progress with the integration of Kendro. In addition, we sold our
Point of Care diagnostics business, which was not a strategic fit for the long
term."
Mr. Dekkers added, "Based on our expectations for the fourth quarter, we are
raising the low end of our adjusted EPS guidance for the year, and now expect to
report from $1.51 to $1.54 in 2005, an increase of 21 to 23% over last year's
$1.25. We expect to report an 18 to 19% increase in revenues for the full year,
in the range of $2.61 to $2.63 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 third quarter 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 35% revenue increase in
the third quarter of 2005 to $516 million, versus $383 million in 2004. GAAP
operating income for the segment increased 3% in the 2005 quarter, and GAAP
operating margin was 10.9%, versus 14.2% a year ago. Adjusted operating income
grew 42% in the 2005 period, and adjusted operating margin increased to 17.1%,
compared with 16.2% in 2004.
Measurement and Control
Revenues in the Measurement and Control segment increased to $163 million in the
third quarter of 2005, compared with $159 million a year ago. GAAP operating
income for the segment was flat versus the year-ago period, and GAAP operating
margin was 8.9%, compared with 9.1% last year. Adjusted operating income rose
14% in the 2005 period, and adjusted operating margin increased to 12.3%, from
11.1% 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. 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.
<PAGE>
Specifically:
We exclude costs and tax effects associated with restructuring activities, such
as reducing overhead and consolidating facilities in connection with our recent
Kendro acquisition. We believe
that the costs related to these restructuring activities are not indicative of
our normal operating costs.
We exclude charges related 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.
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. (We sold our remaining shares of Newport and Thoratec during
the second quarter of 2005.)
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 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, October 26, 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 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, November 25, 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
<PAGE>
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 July 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
---------------------------------------------------------------
October 1, 2005 October 2, 2004
---------------------------------------------------------------
(In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b)
-----------------------------------------------------------------------------------------------------------------------------------
Revenues $ 679,411 $ 679,411 $ 542,315 $ 542,315
-------------- ------------- -------------- -------------
Costs and Operating Expenses:
Cost of revenues (c) 373,712 371,956 291,360 291,023
Selling, general and administrative expenses 168,754 168,754 147,346 147,346
Amortization of acquisition-related intangible assets 25,569 - 6,079 -
Research and development expenses 38,784 38,784 32,874 32,874
Restructuring and other costs, net (d) 10,482 - 5,035 -
-------------- ------------- -------------- -------------
617,301 579,494 482,694 471,243
-------------- ------------- -------------- -------------
Operating Income 62,110 99,917 59,621 71,072
Interest Income 2,198 2,198 2,459 2,459
Interest Expense (8,307) (8,307) (2,677) (2,677)
Other Income, Net 3,358 3,358 2,689 2,689
-------------- ------------- -------------- -------------
Income from Continuing Operations Before Income Taxes 59,359 97,166 62,092 73,543
Provision for Income Taxes (e) (18,762) (31,836) (19,451) (21,125)
-------------- ------------- -------------- -------------
Income from Continuing Operations 40,597 65,330 42,641 52,418
Loss from Discontinued Operations (includes income tax
benefit of $541 in 2004) - - (940) -
Gain on Disposal of Discontinued Operations (net of income tax provision
of $11,456 in 2005; includes income tax benefit of $4,322 in 2004) 17,137 - 64,835 -
-------------- ------------- -------------- -------------
Net Income $ 57,734 $ 65,330 $ 106,536 $ 52,418
============== ============= ============== =============
Earnings per Share from Continuing Operations:
Basic $ .25 $ .26
============== ==============
Diluted $ .25 $ .26
============== ==============
Earnings per Share:
Basic $ .36 $ .66
============== ==============
Diluted $ .35 $ .40 $ .65 $ .32
============== ============= ============== =============
Weighted Average Shares:
Basic 161,794 161,514
============== ==============
Diluted 165,635 165,635 165,570 165,570
============== ============= ============== =============
</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), the tax consequences of
these items (note e) and results of discontinued operations.
(c) Reported results in 2005 include $1,374 of charges for the sale of
inventories revalued at the date of acquisition and $382 of charges for
accelerated depreciation on manufacturing equipment being abandoned due to
facility consolidations. Reported results in 2004 include $276 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 and 2004 include restructuring and other items
consisting principally of severance and abandoned facility and other
expenses of real estate consolidation.
(e) Adjusted provision for income taxes excludes $13,074 and $1,674 of
incremental tax benefit in 2005 and 2004, respectively, for the items in
(b) through (d).
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Segment Data (f)(g)(h)(k) Three Months Ended
-----------------------------------------
(In thousands except percentage amounts) October 1, 2005 October 2, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
Revenues $ 516,047 $ 383,162
-------------- --------------
GAAP Operating Income 56,200 54,508
Cost of Revenue Charges (i) 1,142 276
Restructuring and Other Items (j) 6,823 2,127
Amortization of Acquisition-related Intangible Assets 24,098 5,183
-------------- --------------
Adjusted Operating Income $ 88,263 $ 62,094
-------------- --------------
GAAP Operating Margin 10.9% 14.2%
Adjusted Operating Margin 17.1% 16.2%
Measurement and Control
Revenues $ 163,364 $ 159,153
-------------- --------------
GAAP Operating Income 14,555 14,533
Cost of Revenue Charges (i) 614 61
Restructuring and Other Items (j) 3,445 2,102
Amortization of Acquisition-related Intangible Assets 1,470 895
--------------- --------------
Adjusted Operating Income $ 20,084 $ 17,591
-------------- --------------
GAAP Operating Margin 8.9% 9.1%
Adjusted Operating Margin 12.3% 11.1%
Consolidated (including Corporate Costs)
Revenues $ 679,411 $ 542,315
-------------- --------------
GAAP Operating Income 62,110 59,621
Cost of Revenue Charges (i) 1,756 337
Restructuring and Other Items (j) 10,482 5,035
Amortization of Acquisition-related Intangible Assets 25,569 6,079
-------------- --------------
Adjusted Operating Income $ 99,917 $ 71,072
-------------- --------------
GAAP Operating Margin 9.1% 11.0%
Adjusted Operating Margin 14.7% 13.1%
</TABLE>
(f) GAAP operating income and GAAP operating margin were determined in
accordance with U.S. generally accepted accounting principles.
(g) 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.
(h) Depreciation expense in 2005 was $8,190 at Life and Laboratory Sciences,
$2,803 at Measurement and Control and $12,340 Consolidated. Depreciation
expense in 2004 was $7,188 at Life and Laboratory Sciences, $2,195 at
Measurement and Control and $10,204 Consolidated.
(i) Includes items described in note (c).
(j) Includes items described in note (d).
(k) Book-to-bill ratio was 1.01 in the third quarter of 2005.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Consolidated Statement of Income (unaudited)
Nine Months Ended
---------------------------------------------------------------
October 1, 2005 October 2, 2004
------------------------------ ------------------------------
(In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b)
-----------------------------------------------------------------------------------------------------------------------------------
Revenues $ 1,892,240 $1,892,240 $1,592,656 $1,592,656
-------------- ------------- -------------- -------------
Costs and Operating Expenses:
Cost of revenues (c) 1,039,852 1,026,631 861,956 858,875
Selling, general and administrative expenses 498,325 498,325 434,963 434,963
Amortization of acquisition-related intangible assets 52,092 - 15,529 -
Research and development expenses 114,544 114,544 99,735 99,735
Restructuring and other costs, net (d) 12,427 - 9,008 -
-------------- ------------- -------------- -------------
1,717,240 1,639,500 1,421,191 1,393,573
-------------- ------------- -------------- -------------
Operating Income 175,000 252,740 171,465 199,083
Interest Income 8,125 8,125 6,045 6,045
Interest Expense (18,749) (18,749) (8,100) (8,100)
Other Income, Net (e) 36,681 9,087 17,795 8,181
-------------- ------------- -------------- -------------
Income from Continuing Operations Before Income Taxes 201,057 251,203 187,205 205,209
Provision for Income Taxes (f) (58,117) (76,607) (54,320) (59,032)
-------------- ------------- -------------- -------------
Income from Continuing Operations 142,940 174,596 132,885 146,177
Income from Discontinued Operations (includes income tax
benefit of $36,321 in 2004) - - 43,018 -
Gain on Disposal of Discontinued Operations (net of income tax provision
of $15,728 in 2005; includes income tax benefit of $4,322 in 2004) 23,873 - 64,835 -
-------------- ------------- -------------- -------------
Net Income $ 166,813 $ 174,596 $ 240,738 $ 146,177
============== ============= ============== =============
Earnings per Share from Continuing Operations:
Basic $ .89 $ .81
============== ==============
Diluted $ .87 $ .79
============== ==============
Earnings per Share:
Basic $ 1.03 $ 1.47
============== ==============
Diluted $ 1.02 $ 1.07 $ 1.43 $ .87
============== ============= ============== =============
Weighted Average Shares:
Basic 161,335 164,097
============== ==============
Diluted 165,008 165,008 168,696 168,696
============== ============= ============== =============
</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 $13,221 and $3,081, 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 $18,490 and $3,812 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) Nine Months Ended
----------------------------------------
(In thousands except percentage amounts) October 1, 2005 October 2, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
Revenues $1,396,814 $1,118,451
-------------- -------------
GAAP Operating Income 157,105 154,636
Cost of Revenue Charges (j) 12,374 2,897
Restructuring and Other Items (k) 4,929 2,769
Amortization of Acquisition-related Intangible Assets 48,485 13,289
-------------- -------------
Adjusted Operating Income $ 222,893 $ 173,591
-------------- -------------
GAAP Operating Margin 11.2% 13.8%
Adjusted Operating Margin 16.0% 15.5%
Measurement and Control
Revenues $ 495,426 $ 474,205
-------------- -------------
GAAP Operating Income 45,008 41,131
Cost of Revenue Charges (j) 847 184
Restructuring and Other Items (k) 6,647 4,623
Amortization of Acquisition-related Intangible Assets 3,604 2,238
-------------- -------------
Adjusted Operating Income $ 56,106 $ 48,176
-------------- -------------
GAAP Operating Margin 9.1% 8.7%
Adjusted Operating Margin 11.3% 10.2%
Consolidated (including Corporate Costs)
Revenues $1,892,240 $1,592,656
-------------- -------------
GAAP Operating Income 175,000 171,465
Cost of Revenue Charges (j) 13,221 3,081
Restructuring and Other Items (k) 12,427 9,008
Amortization of Acquisition-related Intangible Assets 52,092 15,529
-------------- -------------
Adjusted Operating Income $ 252,740 $ 199,083
-------------- -------------
GAAP Operating Margin 9.2% 10.8%
Adjusted Operating Margin 13.4% 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 $22,733 at Life and Laboratory Sciences,
$7,264 at Measurement and Control and $33,252 Consolidated. Depreciation
expense in 2004 was $22,169 at Life and Laboratory Sciences, $7,273 at
Measurement and Control and $31,864 Consolidated.
(j) Includes items described in note (c). (k) Includes items described in note
(d).
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Condensed Consolidated Balance Sheet (unaudited)
(In thousands) October 1, 2005 Dec. 31, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 193,459 $ 326,886
Short-term available-for-sale investments 8,690 185,369
Accounts receivable, net 521,381 469,553
Inventories 395,559 336,711
Other current assets 142,737 151,135
-------------- -------------
1,261,826 1,469,654
-------------- -------------
Property, Plant and Equipment, Net 288,212 261,041
-------------- --------------
Acquisition-related Intangible Assets 476,867 158,577
-------------- --------------
Other Assets 178,543 174,428
-------------- --------------
Goodwill 1,940,397 1,513,025
-------------- --------------
$4,145,845 $3,576,725
============== ==============
Current Liabilities:
Short-term obligations and current maturities of long-term obligations $ 167,415 $ 15,017
Other current liabilities 526,539 521,159
Current liabilities of discontinued operations 36,962 42,552
-------------- -------------
730,916 578,728
-------------- --------------
Long-term Deferred Income Taxes and Other Long-term Liabilities 181,621 106,377
-------------- --------------
Long-term Obligations:
Senior notes 383,269 135,232
Subordinated convertible obligations 77,234 77,234
Other 11,593 13,604
-------------- --------------
472,096 226,070
-------------- --------------
Total Shareholders' Equity 2,761,212 2,665,550
-------------- --------------
$4,145,845 $3,576,725
============== ==============
</TABLE>
</TEXT>
</DOCUMENT>