6.8% Notes.As part of our 2002 debt refinancing transactions, we initiated a tender offer for all of ~~the~~our outstanding 6.8% notes. In December 2002, we ~~had~~ completed the tender offer and repurchased all but $4.7 million of these notes. We paid consent payments pursuant to a consent solicitation we made concurrently with the tender offer. The consent solicitation eliminated substantially all of the restrictive covenants contained in the indenture governing our 6.8% notes. We may from time to time repurchase outstanding 6.8% notes through open market purchases, privately negotiated transactions or otherwise.

In December 2001, we established a wholly owned consolidated subsidiary to purchase, on a revolving basis, certain of our accounts receivable balances and simultaneously sell an undivided interest in this pool of

receivables to a financial institution. In September 2003, we amended the facility to increase total funding capacity from $50 million to $65 million to further expand our sources of liquidity. Amounts funded ~~by the counterparty~~ under this facility were ~~$40.0~~$50.0 million at ~~March 30,~~September 28, 2003 and $29.0 million at December 29, 2002. As of September 28, 2003, we had approximately $15 million of undrawn capacity available under the facility. As of September 28, 2003, the facility had an effective interest rate of approximately LIBOR plus 120 basis points. The facility includes conditions that require us to maintain a senior unsecured credit rating of BB or above, as defined by Standard & Poor’s Rating Services, and Ba2 or above, as defined by Moody’s Investors Service. At ~~March 30,~~September 28, 2003, we had a senior unsecured credit rating of BB+ with a stable outlook from Standard & Poor’s Rating Services, and of Ba2 with a stable outlook from Moody’s Investors Service. ~~In January 2003, we entered into an agreement to extend the term of our~~Our accounts receivable securitization facility extends to January 31, ~~2004.~~2004 at which time we anticipate that we will seek to further extend or replace the facility.

Our Board of Directors declared regular quarterly cash dividends of seven cents per share in the ~~first quarter~~third quarters of 2003 and 2002. Our senior credit facility and the indenture governing our outstanding 8 7/8% senior subordinated notes contain restrictions that may limit our ability to pay our regular cash ~~dividend.~~dividend in the future.

In our ~~2002~~annual report on Form 10-K for the fiscal year ended December 29, 2002, we identify our most critical accounting policies and estimates upon which our financial status depends as those relating to revenue recognition, loss provisions on doubtful accounts, valuation of long-lived assets, intangibles, including assets and goodwill, employee compensation and benefits, restructuring activities, gains or losses on dispositions and income taxes. We considered the disclosure requirements of Financial Release (“FR”) 60 regarding critical accounting policies and concluded that nothing materially changed during the quarter ~~March 30,~~ended September 28, 2003 that would warrant further disclosure under ~~this~~that release. We considered the disclosure requirements of FR-61 regarding liquidity and capital resources, trading activities and related party/certain other disclosures and concluded that nothing materially changed during the ~~quarter~~nine-month period ended ~~March 30,~~September 28, 2003, outside of the repurchase of ~~a portion of the Company’s~~our zero coupon convertible debentures discussed in Note 5 to the Unaudited Financial Statements, that would warrant further disclosure under ~~this~~that release.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. For this purpose, any statements contained in this report that are not statements of historical fact are deemed to be forward-looking statements. ~~Words~~We intend words such as “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions ~~are intended~~ to identify forward-looking statements. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change. You should not rely on our forward-looking statements as representing our views as of any date subsequent to the date of this report. There are a number of important factors that could cause our actual results to differ materially from those indicated by our forward-looking statements including, among others, the factors set forth below.

The following important factors affect our business and operations generally or affect multiple segments of our business and operations:

Some of the industries and markets into which we sell our products are cyclical. Industry downturns often are characterized by reduced product demand, excess manufacturing capacity and erosion of average selling prices and profits. Significant downturns in our customers’ markets and in general economic conditions have resulted in a reduced demand for several of our products and have hurt our operating results. For example, during 2002 and the first nine months of 2003, our operating results were adversely affected by downturns in

many of the markets we serve, including the pharmaceutical, biomedical, semiconductor and aerospace markets. Current economic conditions have caused a decrease in capital spending by many of our customers, which in turn has adversely affected our sales and business. These trends are continuing in 2003.

If we do not introduce new products in a timely manner, our products could become obsolete and our operating results would suffer.

We sell many of our products in industries characterized by rapid technological changes, frequent new product and service introductions and evolving industry standards. Without the timely introduction of new products and enhancements, our products could become technologically obsolete over time, in which case our sales and operating results would suffer. The success of our new product offerings will depend upon several factors, including our ability to:

• accurately anticipate customer needs,

• innovate and develop new technologies and applications,

• successfully commercialize new technologies in a timely manner,

• price our products competitively and manufacture and deliver our products in sufficient volumes and on time, and

• differentiate our offerings from our competitors’ offerings.

Many of our products are used by our customers to develop, test and manufacture their products. Therefore, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research, and development of products that do not lead to significant sales.

In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications. For example, some of our license agreements are limited to the field of life sciences research, and exclude clinical diagnostics applications.

25Our debt may adversely affect our cash flow and may restrict our investment opportunities.


	*~~Our substantial debt may adversely affect our cash flow and may restrict our investment opportunities.~~*

~~We have a substantial amount of outstanding indebtedness.~~ As of ~~March 30,~~September 28, 2003, we had approximately ~~$760.3~~$569.3 million in outstanding indebtedness, ~~including $155 million in outstanding zero coupon debentures,~~ excluding obligations under our accounts receivable securitization facility. ~~In addition,~~Also, we have ~~$100~~a $100.0 million revolving credit ~~facility. As of March 30, 2003~~facility under which we ~~had no outstanding principal balance under this revolving credit facility.~~have not borrowed.

Our ~~substantial~~ level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the principal or interest in respect of our indebtedness. We may also obtain additional long-term debt and working capital lines of credit to meet future financing needs, which would have the effect of increasing our total leverage.

Our ~~substantial~~ leverage could have ~~significant~~ negative consequences, including:

• increasing our vulnerability to adverse economic and industry conditions,

• limiting our ability to obtain additional financing,

• limiting our ability to acquire new products and technologies through acquisitions or licensing,

• requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures,

• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete, and

• placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

A ~~significant~~ portion of our indebtedness bears interest at floating rates. As a result, our interest payment obligations on this indebtedness will increase if interest rates increase.

Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet these obligations or to successfully execute our business strategy. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional financing or equity capital, restructure or refinance our debt or sell assets. We may not be able to obtain additional financing or to refinance existing debt or to sell assets on terms acceptable to us or at all.

Restrictions in our senior credit facility and the indenture governing our 8 7/8% notes may limit our activities.

Our senior credit facility and the indenture relating to our 8 7/8% notes contain, and future debt instruments to which we may become subject may contain, restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company, including restrictions on our ability and the ability of our subsidiaries to:

• incur additional indebtedness,

• pay dividends on, redeem or repurchase our capital stock,

• make investments,

• create liens,

• sell assets,

• in the case of our restricted subsidiaries, incur obligations that restrict their ability to make dividend or other payments to us,

• in the case of our restricted subsidiaries, guarantee or secure indebtedness,

• enter into transactions with affiliates,

• create unrestricted subsidiaries, and

• consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

We are also required to meet specified financial ratios under the terms of our senior credit facility. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition.

Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date. Also, an acceleration of the debt under our senior credit facility would trigger an event of default under our 8 7/8% notes, and a default under our 8 7/8% notes would trigger an event of default under the senior credit facility and possibly other debt.

If an event of default occurs, we may not have sufficient funds available to make the required payments under our indebtedness. If we are unable to repay amounts owed under our senior credit facility, those lenders may be entitled to foreclose on and sell the collateral that secures our borrowings under that agreement. Our inability to repay amounts owed under our senior credit facility may also cause a default under other of our obligations including our accounts receivable securitization facility.

Economic, political and other risks associated with foreign operations could adversely affect our international sales.

Because we sell our products worldwide, our businesses are subject to risks associated with doing business internationally. Our sales originating outside the United States represented ~~64%~~51% of our total sales for the ~~quarter~~nine-months ended ~~March 30,~~September 28, 2003 and ~~66%~~52% of our total sales in the fiscal year ended December 29, 2002. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:

• changes in foreign currency exchange rates,

• changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,

• longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions,

• trade protection measures and import or export licensing requirements,

• differing tax laws and changes in those laws,

• difficulty in staffing and managing widespread operations,

• differing labor laws and changes in those laws,

• differing protection of intellectual property and changes in that protection, and

• differing regulatory requirements and changes in those requirements.


	*Our quarterly operating results are subject to significant fluctuation, and we may not be able to adjust our operations to effectively address changes we do not anticipate.*

Given the nature of the markets in which we participate, we cannot reliably predict future sales and profitability. Changes in competitive, market and economic conditions may require us to adjust our operations, and we can offer no assurance of our ability to make such adjustments or to make them quickly enough to adapt to changing conditions. A high proportion of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs. Thus, small declines in sales could disproportionately affect our operating results in a quarter. Factors that may affect our quarterly operating results include:

• demand for and market acceptance of our products,

• competitive pressures resulting in lower selling prices,

• adverse changes in the level of economic activity in regions in which we do business,

• adverse changes in industries, such as pharmaceutical, biomedical, semiconductors and aerospace, on which we are particularly dependent,

• changes in the portions of our sales represented by our various products and customers,

• delays or problems in the introduction of new products,

• our competitors’ announcement or introduction of new products, services or technological innovations,

• increased costs of raw materials or supplies, and

• changes in the volume or timing of product orders.

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing business or make acquired businesses or licensed technologies profitable.

We have in the past, and may in the future, supplement our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as our acquisition of Packard BioScience Company in November 2001. We may be unable to identify or complete promising acquisitions or license transactions for many reasons, including:

• competition among buyers and licensees,

• the need for regulatory and other approvals,

• our inability to raise capital to fund these acquisitions,

• the high valuations of businesses and technologies, and

• restrictions in the instruments governing our indebtedness, including the indenture governing ~~the~~our 8 7/8% notes and our new senior credit facility.

Some of the businesses we may seek to acquire may be unprofitable or marginally profitable. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we must improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations.

To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us.


	~~If we do not successfully integrate our Life Sciences and Analytical Instruments business units, we may not achieve the benefits we anticipate we will derive from the combination of these businesses.~~

In the fourth quarter of 2002, we announced the combination of our Life Sciences and Analytical Instruments business units into a new integrated business named Life and Analytical Sciences, representing 66% of our total sales for 2002. This combination is subject to various integration risks, and the integration of these two business units may not achieve the benefits we anticipate it will achieve. As a result of the combination, we may experience a loss of productivity, sales and key personnel. If any of these potential difficulties were to occur and persist, the business results of our Life Sciences and Analytical Instruments reporting segments could suffer.

We are targeting annualized cost savings from the combination of our Life Sciences and Analytical Instruments businesses of between $30.0 million and $45.0 million. Because we anticipate that the benefits of the combination of these businesses will not be fully realized until 2004, we are targeting cost savings of between $12.0 million and $25.0 million in 2003. While we believe these cost savings to be reasonable, they are estimates that are inherently difficult to predict and are necessarily speculative in nature. In addition, unforeseen factors may offset some or all of the estimated cost savings or other benefits from the integration. As a result, our actual cost savings, if any, could differ or be delayed, compared to our estimates.


	*Our loss of licenses may require us to stop selling products or lose competitive advantage.*

We may not be able to renew our existing licenses or licenses we may obtain in the future on terms acceptable to us, or at all. If we lose the rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share.

Our licenses typically subject us to various economic and ~~commercial~~commercialization obligations. If we fail to comply with these obligations we could lose important rights under a license, such as the right to exclusivity in a market. In some cases, we could lose all rights under the license. In addition, rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a third party could obtain a patent that curtails our freedom to operate under one or more licenses.

If we do not compete effectively, our business will be harmed.

We encounter aggressive competition from numerous competitors in many areas of our business. This competition results in rapid and significant technological changes and regular new product releases in several of the markets in which we compete. We may not be able to compete effectively with all of ~~these~~our competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to ~~adjust~~lower the prices of many of our products to stay competitive. In addition, new competitors, technologies or market trends may emerge to threaten or reduce the value of entire product lines.

If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Some of the products produced by our Life and Analytical Sciences ~~business unit~~segment are subject to regulation by the United States Food and Drug Administration and similar international agencies. In addition, some of the activities of our Fluid Sciences business unit are subject to regulation by the United States Federal Aviation Administration. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales, resales and distribution. If we fail to comply with those regulations or those of similar international agencies, we may have to recall products and cease their manufacture and distribution. In addition, we could be subject to fines or criminal prosecution.


	*Changes in governmental regulations may reduce demand for our products or increase our expenses.*

We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products or increase our costs of producing these products.

Obtaining and enforcing patent protection for our proprietary products, processes and technologies may be difficult and expensive; we may infringe intellectual property rights of third parties.

Patent and trade secret protection is important to us because developing and marketing new technologies and products is time-consuming and expensive. We own many United States and foreign patents and intend to apply for additional patents to cover our products. We may not obtain issued patents from any pending or future patent applications owned by or licensed to us. The claims allowed under any issued patents may not be broad enough to protect our technology.

Third parties may seek to challenge, invalidate or circumvent issued patents owned by or licensed to us or claim that our products and operations infringe their patent or other intellectual property rights.

In addition to our patents, we possess an array of unpatented proprietary technology and know-how and we license intellectual property rights to and from third parties. The measures that we employ to protect this technology and these rights may not be adequate. Moreover, in some cases, the licensor can terminate a license or convert it to a non-exclusive arrangement if we fail to meet specified performance targets.

We may incur significant expense in any legal proceedings to protect our proprietary rights or to defend infringement claims by third parties. In addition, claims of third parties against us could result in awards of substantial damages or court orders that could effectively prevent us from manufacturing, using, importing or selling our products in the United States or abroad.

Our results of operations will be adversely affected if we fail to realize the full value of our intangible assets.

As of ~~March 30,~~September 28, 2003, our total assets included $1.4 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights and technology licenses, net of accumulated amortization. These assets have historically been amortized on a straight-line basis over their estimated useful lives. In connection with our adoption of SFAS No. 142, we discontinued the amortization of goodwill and indefinite lived intangible assets beginning in fiscal 2002. Instead, we will test these items, at a minimum, on an annual basis for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned.

During the second quarter of 2002, we completed our transitional implementation of the impairment testing provisions of SFAS No. 142, which resulted in a $117.8 million before-and-after-tax charge for goodwill associated with our lighting business. In accordance with the provisions of SFAS No. 142, we took

this charge as the effect of an accounting change as of the beginning of fiscal 2002. In addition, as part of our ~~ongoing~~on going compliance with SFAS No. 142, ~~the Company,~~we, assisted by independent valuation consultants, completed our annual assessment of goodwill using a measurement date of January 1, 2003. The results of this annual assessment ~~did not result~~resulted in anno impairment ~~charge.~~charge

Future impairment testing may result in additional intangible asset write-offs, which could adversely affect our results of operations.


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

~~Quantitative and Qualitative Disclosures about~~ Market ~~Risks~~Risk

~~Financial Instruments:~~~~Financial instruments that potentially subject us to concentrations of credit risk consist principally of temporary cash investments, marketable securities and accounts receivable.~~ We ~~believe we had no significant concentrations of credit risk as of March 30, 2003.~~

In the ordinary course of business, we enter into foreign exchange contracts for periods consistent with our committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. Transactions covered by hedge contracts include inter-company and third-party receivables and payables. The contracts are primarily in European and Asian currencies, have maturities that do not exceed 12 months, have no cash requirements until maturity and are recorded at fair value on the consolidated balance sheet. Credit risk is minimal as the foreign exchange instruments are contracted with major banking institutions. Unrealized gains and losses on our foreign currency contracts are recognized immediately in earnings for hedges designated as fair value and, for hedges designated as cash flow, the related unrealized gains or losses are deferred as a component of other comprehensive income in the accompanying consolidated balance sheet. These deferred gains and losses are recognized in income in the period in which the underlying anticipated transaction occurs. Effectiveness of these cash flow hedges is measured utilizing the cumulative dollar offset method and is reviewed quarterly. For the three month period ended March 30, 2003, we did not enter into any cash flow hedges. The notional amount of the outstanding foreign currency contracts was approximately $122 million at March 30, 2003. At March 30, 2003 approximate fair value for foreign currency derivative instruments designated as fair value hedges was zero.

~~Market Risk:~~~~The Company is~~ exposed to market ~~risk, including changes in interest~~risks, relating to both currency exchange rates and ~~currency exchange~~interest rates. ToOn occasion, in order to manage the volatility relating to these exposures, ~~the Company enters~~we may enter into various derivative transactions pursuant to ~~the Company’s~~our policies to hedge against known or forecasted market exposures. We briefly describe several of the market risks we face below. The following disclosure supplements the disclosure provided under the heading, “Item 7A. Quantitative and Qualitative Disclosure About Market Risk,” in our annual report on Form 10-K for the fiscal year ended December 29, 2002.

Foreign Exchange ~~Risk Management:~~Risk.As a multinational corporation, ~~the Company is~~we are exposed to changes in foreign exchange ~~rates. As the Company’s international sales grow, exposure~~rates:

     (1) Because a significant portion of our sales are international, volatility in exchange rates could have a material impact on our financial results. Reported sales made in foreign currencies by our international subsidiaries, when translated into U.S. dollars for financial reporting purposes, can fluctuate due to exchange rate movements. While exchange rate fluctuations can impact reported revenues and earnings, the impacts are purely a result of the translation effect and generally do not materially impact our short-term cash flows.
     (2) Our foreign subsidiaries, on occasion, invoice third-party customers in foreign currencies other than the functional currency in which they primarily conduct business. Movements in the invoiced currency as compared to the functional currency result in both realized and unrealized transaction gains or losses that directly impact our cash flows and our results of operations.
     (3) Our manufacturing and distribution organization is multi-national in nature. Accordingly, inventories may be manufactured in one location, stored in another, and distributed in a third location. This can result in a variety of intercompany transactions — that are billed and paid in many different currencies. Our cash flows and our results of operations are therefore directly impacted by fluctuations in these currencies.
     (4) The cash flow needs of each of our foreign subsidiaries vary through time. Accordingly, there may be times when a subsidiary is on the receiving side or the lending side of a short-term advance from either the parent company or another subsidiary. These advances, again being denominated in currencies other than a particular entity’s functional currency, can expose us to fluctuations in exchange rates that can impact both our cash flows and results of operations.
     (5) In order to repay debt or take advantage of tax saving opportunities, we may remit cash from our foreign locations to the United States. When this occurs, we are liquidating foreign currency net asset positions and converting them into U.S. dollars. Our cash flows and our results of operations are therefore also impacted by these transactions.

We currently do not have outstanding any foreign exchange transactions to ~~volatility in exchange rates could have a material adverse impact on the Company’s~~hedge translation exposures. We enter into various financial results. The Company’s risk from exchange rate changes is primarily related to non-dollar denominated sales in Europe and Asia. The Company uses foreign currency forward and option contracts to manage the risk of exchange rate fluctuations. The Company uses these derivative instruments to ~~reduce its~~hedge exposures to foreign exchange risk by essentially creating offsetting market exposures. The instruments held by the Company are not leveraged and are not held for trading purposes. The success of the hedging program depends on forecasts of transaction activity in the various currencies. ~~To the extent that these forecasts are overstated or understated during periods of currency volatility, the Company could experience unanticipated currency gains or losses.~~ The principal currencies hedged are the British Pound, Canadian Dollar, Euro, Japanese Yen, and Singapore Dollar.

Foreign Currency Risk — Value-at-Risk Disclosure — We continue to measure foreign currency risk using the Value-at Risk (“VaR”) model described in our annual report on Form 10-K for the fiscal year ended December 29, 2002. These measures continue to approximate our risks.

Interest Rate Risk.Our debt portfolio includes both fixed rate and variable rate instruments. Fluctuations in interest rates can therefore have a direct impact on both our short-term cash flows, (as they relate to interest) and our earnings. We may enter into swap arrangements to hedge our interest rate exposures or manage our fixed to floating interest rate mix. However, we currently have no interest rate swaps in place.

Interest Rate ~~Risk:~~Risk — Sensitivity~~The Company maintains an investment portfolio consisting of securities of various issuers, types and maturities. The investments are classified as available~~ — Our annual report on Form 10-K for ~~sale. These securities are recorded on~~ the ~~balance sheet at market value, with any unrealized gain or loss recorded in comprehensive income. These instruments are not leveraged, and are not held~~fiscal year ended December 29, 2002 presents sensitivity measures for ~~trading purposes.~~

~~Value-At-Risk:~~~~The Company utilizes a Value-at-Risk (“VAR”) model to determine the maximum potential loss in the fair value of its~~our interest rate and foreign exchange sensitive derivative financial instruments within a 95% confidence interval. The Company’s computation was based on the interrelationships between movements in interest rates and foreign currencies. These interrelationships were determined by observing historical interest rate and foreign currency market changes over corresponding periods. The assets and liabilities, firm commitments and anticipated transactions, which are hedged by derivative financial instruments, were excluded from the model. The VAR model estimates were made assuming normal market conditions and a 95% confidence level. There are various modeling techniques that can be used in the VAR computation. The Company’s computations are based on the Monte Carlo simulation. The VAR model is a risk analysis tool and does not purport to represent actual gains or losses in fair value that will be incurred by

~~the Company. The Company does not anticipate any material changes~~risk. We refer to the ~~VAR model’s estimated maximum loss in market value as discussed in~~annual report on Form 10-K for the fiscal year ended December 29, 2002 ~~Form 10-K.~~

Management periodically reviews its interest rate and foreign currency exposures and evaluates strategies to manage such exposures in the near future. The Company implements changes, when deemed necessary, in the management of hedging instruments which mitigate its exposure.

~~Since the Company utilizes interest rate and foreign currency sensitive derivative instruments~~ for ~~hedging, a loss in fair value for those instruments is generally offset by increases in the value of the underlying transaction.~~

It is the Company’s policy to enter into foreign currency and interest rate transactions only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into foreign currency or interest rate transactions for speculative purposes.our sensitivity disclosure.


Item 4.	*Controls and Procedures*

~~(a)~~ ~~Evaluation~~The Company’s management, with the participation of ~~disclosure controls and procedures.~~~~Based on their evaluations as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q,~~ the Company’s chief executive officer and chief financial officer, ~~have concluded that~~evaluated the effectiveness of the Company’s disclosure controls and procedures ~~are~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 28, 2003. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that, as of September 28, 2003, the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms of the Securities and Exchange Commission and are operating in an effective manner.~~forms.

~~(b)~~ ~~Changes in internal controls.~~~~There were no significant changes~~No change in the Company’s internal ~~controls~~control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 28, 2003 that has materially affected, or ~~in other factors that could significantly~~is reasonably likely to materially affect, ~~these controls subsequent to~~ the ~~date of their evaluation.~~Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


Item 4.1.	*~~Submission of Matters to a Vote of Security Holders~~Legal Proceedings*

~~There were no matters submitted to~~In papers dated July 1, 2002, Kevin Hatch filed a ~~vote~~purported class action lawsuit in the United States District Court for the District of ~~security holders~~Massachusetts, Civil Action No. 02-11314 GAO, against PerkinElmer, Inc., Gregory L. Summe and Robert F. Friel, on behalf of himself and purchasers of the Company’s common stock between July 15, 2001 and April 11, 2002. The lawsuit seeks an unspecified amount of damages and claims violations of Sections 10(b), 10b-5 and 20(a) of the Securities Exchange Act of 1934, alleging various statements made during the ~~fiscal quarter ended March 30, 2003. The sole matter submitted to a vote of the stockholders at the 2003 Annual Meeting of Stockholders of~~putative class period by the Company held on April 22, 2003 was the election of the eight nominees for director named below. Each nominee was elected for a term of one year by the requisite vote of the stockholders. The number of shares of common stock outstanding and ~~eligible to vote as of the record date for the meeting, February 21, 2003, was 126,089,364. Set forth below is the number of votes cast for or withheld~~its management were misleading with respect to ~~each nominee for director.~~

~~Proposal #1~~ ~~— To elect a Board of Directors~~the Company’s prospects and future operating results. At least eleven virtually identical lawsuits subsequently have been filed in the United States District Court for the ~~ensuing year.~~

For Withheld
Erickson, T.J. 106,389,673 3,863,560
Lopardo, N.A. 105,582,546 4,670,687
Michas, A.P. 108,293,158 1,960,075
Sato, V.L. 109,079,910 1,173,323
Schmergel, G. 108,319,080 1,934,153
Sicchitano, K.J. 105,636,592 4,616,641
Summe, G.L. 106,289,161 3,964,072
Todd, G.R. 106,387,163 3,866,070
District of Massachusetts against the Company. The Court granted the plaintiffs’ motion to consolidate these matters, and on January 13, 2003, the plaintiffs filed an amended complaint. On February 25, 2003, we and the other defendants filed a motion to dismiss the lawsuit. The motion was opposed by the plaintiffs, and oral arguments concerning the motion took place on May 5, 2003. On September 30, 2003, the Court issued a memorandum and order denying the motion to dismiss. On October 10, 2003, we and the other defendants filed a motion for reconsideration or, in the alternative, for an order allowing immediate appeal of certain issues to the appellate court. On October 23, 2003, the plaintiffs filed an opposition to the motion for reconsideration. Our and the other defendants’ answers to the amended complaint were filed on November 6, 2003. We believe that we have meritorious defenses to the lawsuits, and we intend to contest the actions vigorously. We are currently unable, however, to determine whether resolution of these matters will have a material adverse impact on our financial position or results of operations, or reasonably estimate the amount of the loss, if any, that may result from resolution of these matters.

32 On June 14, 2002 we sold our detection systems business to L-3 Communications Corporation (“L-3”). L-3 and certain of its affiliates have been named as defendants in litigation arising out of the terrorist attacks

on September 11, 2001. Among the claims in that litigation are allegations that there were defects in the products of the detection systems business that we sold to L-3. L-3 has asserted that we are contractually obligated to indemnify L-3 for any liability it may incur as a result of that litigation. We intend to contest these matters vigorously. We are currently unable, however, to determine whether resolution of these matters will have a material adverse impact on our financial position or on our consolidated results of operations. Therefore, we are unable to reasonably estimate the amount of the loss, if any, that may result from resolution of these matters.


Item 6.	*Exhibits and Reports on Form 8-K*

(a) Exhibits


10.1				Amendment No. 1 to Credit Agreement, dated as of April 1, 2003, to the Credit Agreement, dated as of December 26, 2002, by and among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties to such Credit Agreement, Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed as Exhibit 10.2 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.
10.2*				Amendment No. 2 to Credit Agreement, dated as of April 23, 2003, to the Credit Agreement, dated as of December 26, 2002, by and among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties to such Credit Agreement, Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed as Exhibit 10.3 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.
~~10.3~~				~~Fifth~~Sixth Amendment, dated as of ~~March 26,~~September 23, 2003, to the Receivables Sale Agreement, dated December 21, 2001, by and among PerkinElmer Receivables Company, as Seller, PerkinElmer, Inc., as Initial Collection Agent, the Committed Purchasers, Windmill Funding Corporation, and ABN AMRO Bank N.V., as agent for the Purchasers, ~~was filed~~is attached hereto as Exhibit ~~10.4 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.~~10.1.
~~10.4~~10.2				~~First~~Second Amendment, dated as of ~~March 26,~~September 23, 2003, to the Purchase and Sale Agreement, dated as of December 21, 2001, by and among PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer ~~Life Sciences,~~LAS, Inc., ~~Receptor Biology, Inc., PerkinElmer Instruments LLC,~~ PerkinElmer Optoelectronics NC, Inc., PerkinElmer ~~Optoelectornics~~Optoelectronics SC, Inc., PerkinElmer Canada, Inc., ~~PerkinElmer Receivables Company,~~ Applied Surface Technology, Inc., ~~and~~ PerkinElmer Automotive Research, Inc. ~~was filed~~, and PerkinElmer Receivables Company, is attached hereto as Exhibit ~~10.5 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.~~10.2.
~~99.1~~31.1				Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2				Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1				Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002, is attached hereto as Exhibit 99.1.~~2002.

* ~~Confidential treatment requested for selected portions of this Exhibit, which portions have been filed separately with the Securities and Exchange Commission.~~

(b) Reports on Form 8-K

~~We reported the sole~~On July 23, 2003, we furnished a Current Report on Form 8-K ~~that we filed during the quarter ended March 30,~~containing a copy of our press release dated July 23, 2003 inannouncing our ~~Annual Report on Form 10-K~~earnings for the ~~fiscal year~~period ended ~~December~~June 29, ~~2002.~~2003.

3337

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.

PERKINELMER, INC.

By: /s/ ROBERT F. FRIEL

Robert F. Friel
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

~~May 14,~~November 12, 2003

~~CERTIFICATIONS~~

~~I, Gregory L. Summe, certify that:~~

~~1. I have reviewed this quarterly report on Form 10-Q of PerkinElmer, Inc.;~~

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
     ~~b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~
     ~~c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
~~b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

~~/s/ GREGORY L. SUMME~~
~~Gregory L. Summe~~
~~Chairman and Chief Executive Officer~~

~~Date: May 14, 2003~~

~~CERTIFICATIONS~~

~~I, Robert F. Friel, certify that:~~

~~1. I have reviewed this quarterly report on Form 10-Q of PerkinElmer, Inc.;~~

     a)��designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
     ~~b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~
     ~~c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

~~/s/ ROBERT F. FRIEL~~
~~Robert F. Friel~~
~~Senior Vice President and Chief Financial Officer~~

~~Date: May 14, 2003~~

3638

EXHIBIT INDEX


Exhibit	Exhibit			Exhibit
Number	Number		Exhibit Name	Number		Exhibit Name

	10	.1	Amendment No. 1 to Credit Agreement, dated as of April 1, 2003, to the Credit Agreement, dated as of December 26, 2002, by and among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties to such Credit Agreement, Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed as Exhibit 10.2 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.	10	.1	Sixth Amendment, dated as of September 23, 2003, to the Receivables Sale Agreement, dated December 21, 2001, by and among PerkinElmer Receivables Company, as Seller, PerkinElmer, Inc., as Initial Collection Agent, the Committed Purchasers, Windmill Funding Corporation, and ABN AMRO Bank N.V., as agent for the Purchasers, is attached hereto as Exhibit 10.1.
	10	.2	Amendment No. 2 to Credit Agreement, dated as of April 23, 2003, to the Credit Agreement, dated as of December 26, 2002, by and among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties to such Credit Agreement, Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed as Exhibit 10.3 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.	10	.2	Second Amendment, dated as of September 23, 2003, to the Purchase and Sale Agreement, dated as of December 21, 2001, by and among PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer LAS, Inc., PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc., PerkinElmer Canada, Inc., Applied Surface Technology, Inc., PerkinElmer Automotive Research, Inc., and PerkinElmer Receivables Company, is attached hereto as Exhibit 10.2.
	10	.3	Fifth Amendment, dated as of March 26, 2003, to the Receivables Sale Agreement, dated December 21, 2001, by and among PerkinElmer Receivables Company, as Seller, PerkinElmer, Inc., as Initial Collection Agent, the Committed Purchasers, Windmill Funding Corporation, and ABN AMRO Bank N.V., as agent for the Purchasers, was filed as Exhibit 10.4 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.	31	.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
	10	.4	First Amendment, dated as of March 26, 2003 to the Purchase and Sale Agreement, dated as of December 21, 2001, by and among PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer Life Sciences, Inc., Receptor Biology, Inc., PerkinElmer Instruments LLC, PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectornics SC, Inc., PerkinElmer Canada, Inc., PerkinElmer Receivables Company, Applied Surface Technology, Inc., and PerkinElmer Automotive Research, Inc. was filed as Exhibit 10.5 to PerkinElmer, Inc.’s Registration Statement on Form S-4, File No. 333-104351, and is herein incorporated by reference.	31	.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
	99	.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 99.1.	32	.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* ~~Confidential treatment requested for selected portions of this Exhibit, which portions have been filed separately with the Securities and Exchange Commission.~~


(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended ~~March 30,~~September 28, 2003

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Massachusetts		04-2052042
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

45 William Street, Wellesley, Massachusetts (Address of principal executive offices)		02481 (Zip Code)


Class		Outstanding at ~~May 9,~~November 10, 2003

Common Stock, $1 par value per share		~~126,111,865~~126,852,009
		(Excluding treasury shares)


PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
	~~PERKINELMER, INC. AND SUBSIDIARIES~~ CONSOLIDATED INCOME STATEMENTS
	CONSOLIDATED BALANCE SHEETS
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	~~Acquisitions and Divestitures~~
	~~Formation of Our Life and Analytical Sciences Business~~
	~~Discussion of~~ Consolidated Results of Continuing Operations -- Three Months and Nine Months Ended September 28, 2003 Versus Three and Nine Months Ended September 29, 2002
	~~Reporting~~ Effect of Accounting Change
	Segment Results of ~~Continuing~~ Operations
	Liquidity and Capital Resources
	Critical Accounting Policies, Commitments and Certain Other Matters
	Forward-Looking Information and Factors Affecting Future Performance
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item ~~4. Submission of Matters to a Vote of Security Holders~~1. Legal Proceedings
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
~~CERTIFICATIONS~~
EXHIBIT INDEX
~~EX-99.1~~EX-10.1 SIXTH AMEND. TO THE RECEIVABLE SALE AGMNT
EX-10.2 SECOND AMEND. TO THE PURCHASE & SALE AGMNT
EX-31.1 SECTION 302 CERTIFICATION OF C.E.O.
EX-31.2 SECTION 302 CERTIFICATION OF C.F.O.
EX-32.1 SECTION 906 CERTIFICATION OF CEO & CFO


		Page

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		2
	Consolidated Income Statements		2
	Consolidated Balance Sheets		3
	Consolidated Statements of Cash Flows		4
	Notes to Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1922
	~~Acquisitions and Divestitures~~		19
	~~Formation of Our Life and Analytical Sciences Business~~		19
	~~Discussion of~~ Consolidated Results of Continuing Operations		1922
	~~Reporting~~ Segment Results of ~~Continuing~~ Operations		2125
	Liquidity and Capital Resources		2226
	Critical Accounting Policies, Commitments and Certain Other Matters		2429
	Forward-Looking Information and Factors Affecting Future Performance		2529
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3135
Item 4.	Controls and Procedures		3236
PART II. OTHER INFORMATION
Item 4.1.	~~Submission of Matters to a Vote of Security Holders~~Legal Proceedings		3236
Item 6.	Exhibits and Reports on Form 8-K		3337
SIGNATURE			34
~~CERTIFICATIONS~~			35
~~EXHIBIT INDEX~~			37
~~EX-99.1 Section 906 Certification~~			38


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



									Three Months Ended						Nine Months Ended
		Three Months Ended
									September 28,			September 29,			September 28,			September 29,
		March 30,			March 31,				2003			2002			2003			2002
		2003			2002

									(In thousands except						(In thousands except
		(In thousands except							share and per share data)						share and per share data)
		per share data)
		(Unaudited)										(Unaudited)
Sales	Sales	$	358,449		$	346,293		Sales	$	367,085		$	366,011		$	1,102,658		$	1,095,400
Cost of sales	Cost of sales		219,280			220,563		Cost of sales		214,545			219,256			658,365			663,017
Research and development expenses	Research and development expenses		20,852			21,807		Research and development expenses		20,108			20,505			62,837			64,915
Selling, general and administrative expenses	Selling, general and administrative expenses		92,879			107,720		Selling, general and administrative expenses		91,686			102,436			282,042			322,984
Restructuring charges, net			(445	)		9,224
Restructuring (reversals) charges, net								Restructuring (reversals) charges, net		179			—			(2,994	)		9,224
Gains on dispositions	Gains on dispositions		(580	)		(5,216	)	Gains on dispositions		(369	)		—			(2,057	)		(5,216	)
Amortization of intangible assets	Amortization of intangible assets		7,195			7,092		Amortization of intangible assets		7,019			7,120			21,257			21,269

Operating income (loss) from continuing operations			19,268			(14,897	)
Other expense, net			14,347			13,628
Operating income from continuing operations								Operating income from continuing operations		33,917			16,694			83,208			19,207
Gain on repurchase of convertible debentures								Gain on repurchase of convertible debentures		—			(6,785	)		—			(6,785	)
Loss on early extinguishment of debt								Loss on early extinguishment of debt		—			—			—			5,539
Interest and other expense, net								Interest and other expense, net		13,287			11,516			41,794			28,028

Income (loss) from continuing operations before income taxes	Income (loss) from continuing operations before income taxes		4,921			(28,525	)	Income (loss) from continuing operations before income taxes		20,630			11,963			41,414			(7,575	)
Provision (benefit) for income taxes	Provision (benefit) for income taxes		1,599			(7,866	)	Provision (benefit) for income taxes		6,499			2,213			13,253			(2,742	)

Income (loss) from continuing operations	Income (loss) from continuing operations		3,322			(20,659	)	Income (loss) from continuing operations		14,131			9,750			28,161			(4,833	)
Loss from discontinued operations, net of income taxes	Loss from discontinued operations, net of income taxes		(960	)		(8,901	)	Loss from discontinued operations, net of income taxes		—			(2,604	)		(1,597	)		(15,711	)
Gain (loss) on disposition of discontinued operations, net of income taxes								Gain (loss) on disposition of discontinued operations, net of income taxes		138			—			(1,535	)		(10,966	)

Net income (loss) before effect of accounting change	Net income (loss) before effect of accounting change		2,362			(29,560	)	Net income (loss) before effect of accounting change		14,269			7,146			25,029			(31,510	)
Effect of accounting change, net of income taxes	Effect of accounting change, net of income taxes		—			(117,800	)	Effect of accounting change, net of income taxes		—			—			—			(117,800	)

Net income (loss)	Net income (loss)	$	2,362		$	(147,360	)	Net income (loss)	$	14,269		$	7,146		$	25,029		$	(149,310	)

Basic and diluted earnings (loss) per share:	Basic and diluted earnings (loss) per share:							Basic and diluted earnings (loss) per share:
	Continuing operations	$	0.03		$	(0.17	)	Continuing operations	$	0.11		$	0.08		$	0.22		$	(0.04	)
	Loss from discontinued operations, net of income taxes		(0.01	)		(0.07	)	Loss from discontinued operations, net of income tax		—			(0.02	)		(0.01	)		(0.13	)
								Loss on disposition of discontinued operations, net of income tax		—			—			(0.01	)		(0.09	)
	Net income (loss) before effect of accounting change		0.02			(0.24	)
	Effect of accounting change, net of income tax		—			(0.94	)	Net income (loss) before effect of accounting change		0.11			0.06			0.20			(0.25	)
								Effect of accounting change, net of income tax		—			—			—			(0.94	)
	Net income (loss)	$	0.02		$	(1.18	)
								Net income (loss)	$	0.11		$	0.06		$	0.20		$	(1.19	)

Weighted average shares of common stock outstanding:	Weighted average shares of common stock outstanding:							Weighted average shares of common stock outstanding:
	Basic		125,649			124,864		Basic		126,287			126,240			126,346			125,335
	Diluted		126,375			124,864		Diluted		128,034			126,775			127,568			125,335
Cash dividends per common share	Cash dividends per common share	$	0.07		$	0.07		Cash dividends per common share	$	0.07		$	0.07		$	0.21		$	0.21


											September 28,			December 29,
			March 30,			December 29,					2003			2002
			2003			2002

			(Unaudited)								(Unaudited)

			(In thousands except								(In thousands except
			share and per share data)								share and per share data)
Current assets:	Current assets:								Current assets:
	Cash and cash equivalents		$	129,777		$	130,615		Cash and cash equivalents		$	141,316		$	130,615
	Cash held in escrow			154,463			186,483		Cash held in escrow			—			186,483
	Accounts receivable, net			272,070			304,647		Accounts receivable, net			264,261			304,647
	Inventories			205,543			205,455		Inventories			199,155			205,455
	Other current assets			154,432			152,137		Other current assets			157,786			152,137
	Current assets of discontinued operations			12,030			12,006		Current assets of discontinued operations			9,573			12,006

		Total current assets		928,315			991,343			Total current assets		772,091			991,343

Property, plant and equipment:	Property, plant and equipment:								Property, plant and equipment:
	At cost			606,406			598,048		At cost			614,046			598,048
	Accumulated depreciation			(308,100	)		(294,026	)	Accumulated depreciation			(336,528	)		(294,026	)

Net property, plant and equipment	Net property, plant and equipment			298,306			304,022		Net property, plant and equipment			277,518			304,022
Investments	Investments			12,999			14,298		Investments			11,578			14,298
Intangible assets	Intangible assets			1,435,466			1,439,774		Intangible assets			1,445,783			1,439,774
Other assets	Other assets			74,125			83,835		Other assets			80,194			83,835
Long-term assets of discontinued operations	Long-term assets of discontinued operations			3,523			2,967		Long-term assets of discontinued operations			2,160			2,967

		Total assets	$	2,752,734		$	2,836,239			Total assets	$	2,589,324		$	2,836,239

Current liabilities:	Current liabilities:								Current liabilities:
	Short-term debt		$	161,066		$	191,491		Short-term debt		$	4,591		$	5,008
	Accounts payable			132,683			146,290		Convertible debt			—			186,483
	Accrued restructuring costs and integration costs			36,057			40,748		Accounts payable			133,703			146,290
	Accrued expenses			296,522			316,427		Accrued restructuring costs and integration costs			16,953			40,748
	Current liabilities of discontinued operations			1,165			2,718		Accrued expenses			292,310			316,427
									Current liabilities of discontinued operations			—			2,718
		Total current liabilities		627,493			697,674
										Total current liabilities		447,557			697,674
Long-term debt	Long-term debt			599,272			614,053		Long-term debt			564,745			614,053
Long-term liabilities	Long-term liabilities			265,342			270,031		Long-term liabilities			276,155			270,031
Long-term liabilities of discontinued operations	Long-term liabilities of discontinued operations			2,068			2,137		Long-term liabilities of discontinued operations			2,235			2,137
Commitments and contingencies	Commitments and contingencies								Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:								Stockholders’ equity:
	Preferred stock — $1 par value, authorized 1,000,000 shares; none issued or outstanding			—			—		Preferred stock — $1 par value per share, authorized 1,000,000 shares; none issued or outstanding			—			—
	Common stock — $1 par value, authorized 300,000,000 shares; issued 145,101,000 shares; and 126,089,000 and 125,854,000 outstanding at March 30, 2003 and December 29, 2002			145,101			145,101		Common stock — $1 par value per share, authorized 300,000,000 shares; issued 145,101,000; and 126,797,000 and 125,854,000 outstanding at September 28, 2003 and December 29, 2002			145,101			145,101
	Capital in excess of par value			679,921			679,929		Capital in excess of par value			678,790			679,929
	Unearned compensation			(5,190	)		(5,890	)	Unearned compensation			(3,791	)		(5,890	)
	Retained earnings			648,595			655,066		Retained earnings			653,562			655,066
	Accumulated other comprehensive loss			(20,211	)		(31,865	)	Accumulated other comprehensive income (loss)			7,488			(31,865	)
	Cost of shares held in treasury — 19,261,000 shares at March 30, 2003 and 19,247,000 shares at December 29, 2002			(189,657	)		(189,997	)	Cost of shares held in treasury — 18,304,000, shares at September 28, 2003 and 19,247,000 shares at December 29, 2002			(182,518	)		(189,997	)

		Total stockholders’ equity		1,258,559			1,252,344			Total stockholders’ equity		1,298,632			1,252,344

		Total liabilities and stockholders’ equity	$	2,752,734		$	2,836,239			Total liabilities and stockholders’ equity	$	2,589,324		$	2,836,239


					Abandonment																Abandonment
					of Excess			Total Cash			Asset										of Excess			Total Cash			Asset
		Severance			Facilities			Charges			Writedown			Total				Severance			Facilities			Charges			Writedown			Total


		(In thousands)																(In thousands)
2001 Restructuring Plans	2001 Restructuring Plans																2001 Restructuring Plans
	Balance at December 29, 2002	$	3,975		$	100		$	4,075		$	—		$	4,075		Balance at December 29, 2002	$	3,975		$	100		$	4,075		$	—		$	4,075
	Amounts paid or incurred		(1,274	)		(47	)		(1,321	)		(54	)		(1,375	)	Amounts paid or incurred		(2,177	)		(47	)		(2,224	)		—			(2,224	)
	Changes in estimates		(645	)		—			(645	)		—			(645	)	Changes in estimates		555			—			555			—			555

	Balance at March 30, 2003		2,056			53			2,109			(54	)		2,055		Balance at June 29, 2003		2,353			53			2,406			—			2,406
																	Amounts paid or incurred		(159	)		(53	)		(212	)		—			(212	)

																	Balance at September 28, 2003		2,194			—			2,194			—			2,194
2002 Restructuring Plans	2002 Restructuring Plans																2002 Restructuring Plans
	Balance at December 29, 2002		21,991			3,513			25,504			2,483			27,987		Balance at December 29, 2002		21,991			3,513			25,504			2,483			27,987
	Amounts paid or incurred		(2,599	)					(2,599	)					(2,599	)	Amounts paid or incurred		(6,184	)		(198	)		(6,382	)		(1,560	)		(7,942	)
	Changes in estimates		200			—			200			—			200		Changes in estimates		(5,267	)		(200	)		(5,467	)		—			(5,467	)

	Balance at March 30, 2003		19,592			3,513			23,105			2,483			25,588		Balance at June 29, 2003		10,540			3,115			13,655			923			14,578
																	Amounts paid or incurred		(2,996	)		(298	)		(3,294	)		(72	)		(3,366	)
Balance at March 30, 2003		$	21,648		$	3,566		$	25,214		$	2,429		$	27,643
																	Changes in estimates		(300	)		—			(300	)		—			(300	)

																	Balance at September 28, 2003		7,244			2,817			10,061			851			10,912
2003 Restructuring Plan																	2003 Restructuring Plan
																	Balance at December 29, 2002		—			—			—			—			—
																	Restructuring charge		1,739			—			1,739			—			1,739
																	Amounts paid or incurred		(747	)		—			(747	)		—			(747	)

																	Balance at June 29, 2003		992			—			992			—			992
																	Amounts paid or incurred		(689	)		—			(689	)		—			(689	)
																	Changes in estimates		479			—			479			—			479

																	Balance at September 28, 2003		782			—			782			—			782

Balance at September 28, 2003																	Balance at September 28, 2003	$	10,220		$	2,817		$	13,037		$	851		$	13,888


	(In millions)
Accrued integration costs at December 29, 2002	$	8.7
Amounts paid in Q1 2003		(0.3	)

Accrued integration cost at March 30, 2003	$	8.4


	(In millions)

Accrued integration costs at December 29, 2002	$	8.7
Amounts paid		(1.6	)

Accrued integration costs at June 29, 2003		7.1
Asset write-downs		(2.9	)
Amounts paid		(1.1	)

Accrued integration costs at September 28, 2003	$	3.1



	Period Ended

	March 30,			December 29,			September 28,			December 29,
	2003			2002			2003			2002


	(In thousands)						(In thousands)
Patents	$	96,468		$	96,342		$	94,795		$	96,342
Less: Accumulated depreciation		(21,741	)		(19,901	)
Less: Accumulated amortization								(27,274	)		(19,901	)

Net patents		74,727			76,441			67,521			76,441
Licenses		45,903			46,537			48,175			46,537
Less: Accumulated depreciation		(7,885	)		(7,134	)
Less: Accumulated amortization								(9,289	)		(7,134	)

Net licenses		38,018			39,403			38,886			39,403
Core technology		208,667			208,692			208,691			208,692
Less: Accumulated depreciation		(35,145	)		(30,478	)
Less: Accumulated amortization								(43,123	)		(30,478	)

Net core technology		173,522			178,214			165,568			178,214

Net amortizable intangible assets		286,267			294,058			271,975			294,058
Non-amortizable intangible assets		183,397			183,397			183,397			183,397
Net goodwill		965,802			962,319			990,411			962,319

Total Intangible Assets	$	1,435,466		$	1,439,774
Total intangible assets							$	1,445,783		$	1,439,774


		~~(In thousands)~~
~~Balance at December 29, 2002~~			~~$ 9,809~~
	~~Provision~~		~~1,143~~
	~~Charges~~		~~(663~~	)
	~~Other~~		~~(60~~	)

~~Balance at March 30, 2003~~			~~$10,229~~


		(In thousands)
Balance at December 29, 2002		$	8,645
	Provision		4,025
	Charges		(4,708	)
	Foreign exchange and other		415

Balance at September 28, 2003		$	8,377



	Three Months Ended March 30, 2003

	Parent
	Company			Guarantor			Non-Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated


	(Unaudited)
	(In thousands)
Sales	$	51,830		$	137,199		$	184,243		$	(14,823	)	$	358,449
Cost of sales		40,802			82,765			110,536			(14,823	)		219,280
Selling, general and administrative expenses		8,486			35,339			49,054			—			92,879
Research and development expenses		978			12,041			7,833			—			20,852
Other operating (income) expense, net		(1,759	)		6,136			1,793			—			6,170

Operating income (loss) from continuing operations		3,323			918			15,027			—			19,268
Other expenses (income) net		10,249			10,969			(6,871	)		—			14,347

(Loss) income from continuing operations before income taxes		(6,926	)		(10,051	)		21,898			—			4,921
(Benefit) provision for income taxes		(1,180	)		(1,744	)		4,523			—			1,599

Income (loss) from continuing operations		(5,746	)		(8,307	)		17,375			—			3,322
Equity earnings (loss) from subsidiaries, net of tax		9,068			17,375			—			(26,443	)		—
Loss from discontinued operations, net of income taxes		(960	)		—			—			—			(960	)

Net income (loss)	$	2,362		$	9,068		$	17,375		$	(26,443	)	$	2,362


	March 30,			March 31,
	2003			2002


	(In thousands)
Life Sciences
Sales	$	103,931		$	116,838
Operating loss		(421	)		(977	)
Analytical Instruments
Sales		128,269			115,472
Operating profit		12,043			8,758
Optoelectronics
Sales		83,302			69,349
Operating profit (loss)		8,704			(22,600	)
Fluid Sciences
Sales		42,947			44,634
Operating profit		2,380			3,411
Other
Sales		—			—
Operating loss		(3,438	)		(3,489	)
Continuing Operations
Sales	$	358,449		$	346,293
Operating profit (loss)		19,268			(14,897	)


	*Sales*


	*Cost of Sales*


	*Research and Development Expenses*



																Three Months Ended September 28, 2003
	Three Months Ended March 31, 2002
																Parent
	Parent															Company			Guarantor		Non-Guarantor
	Company			Guarantor			Non-Guarantor									Only			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated

																(Unaudited)
	(Unaudited)
	(In thousands)															(In thousands)
Sales	$	53,652		$	143,186		$	166,460		$	(17,005	)	$	346,293		$	52,505		$	168,359	$	185,379		$	(39,158	)	$	367,085
Cost of sales		39,325			100,984			97,259			(17,005	)		220,563			41,550			109,488		102,665			(39,158	)		214,545
Research and development expenses																	922			11,623		7,563			—			20,108
Selling, general and administrative expenses		11,508			50,651			45,584			(23	)		107,720			8,035			36,759		46,892			—			91,686
Research and development expenses		1,067			13,314			7,426			—			21,807
Other operating (income) expense, net		337			12,859			(2,096	)		—			11,100			1,589			7,353		(2,113	)		—			6,829

Operating income (loss) from continuing operations		1,415			(34,622	)		18,287			23			(14,897	)
Operating income from continuing operations																	409			3,136		30,372			—			33,917
Other expenses (income) net		(2,405	)		14,923			1,087			23			13,628			9,059			1,805		2,423			—			13,287

(Loss) income from continuing operations before income taxes		3,820			(49,545	)		17,200			—			(28,525	)
(Benefit) provision for income taxes		1,201			(15,567	)		6,500			—			(7,866	)
Income (loss) from continuing operations before income taxes																	(8,650	)		1,331		27,949			—			20,630
Provision (benefit) for income taxes																	(2,412	)		378		8,533			—			6,499

Income (loss) from continuing operations		2,619			(33,978	)		10,700			—			(20,659	)		(6,238	)		953		19,416			—			14,131
Equity earnings (loss) from subsidiaries, net of tax		(134,178	)		(41,172	)		—			175,350			—			20,369			19,416		—			(39,785	)		—
Loss from discontinued operations, net of income taxes		(8,901	)		—			—			—			(8,901	)
Gain from discontinued operations, net of income taxes																	138			—		—			—			138

Income (loss) before effect of accounting change		(140,460	)		(75,150	)		10,700			175,350			(29,560	)
Effect of accounting change, net of income taxes		(6,900	)		(59,028	)		(51,872	)		—			(117,800	)
Net income (loss)																$	14,269		$	20,369	$	19,416		$	(39,785	)	$	14,269

Net (loss) income	$	(147,360	)	$	(134,178	)	$	(41,172	)	$	175,350		$	(147,360	)



	Nine Months Ended September 28, 2003

	Parent
	Company			Guarantor			Non-Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated


	(Unaudited)

	(In thousands)
Sales	$	157,781		$	459,007		$	563,867		$	(77,997	)	$	1,102,658
Cost of sales		124,492			287,971			323,899			(77,997	)		658,365
Research and development expenses		3,017			35,196			24,624			—			62,837
Selling, general and administrative expenses		28,668			112,187			141,187			—			282,042
Other operating (income) expense, net		151			18,934			(2,879	)		—			16,206

Operating income from continuing operations		1,453			4,719			77,036			—			83,208
Other expenses net		18,644			15,799			7,351			—			41,794

Income (loss) from continuing operations before income taxes		(17,191	)		(11,080	)		69,685			—			41,414
Provision (benefit) for income taxes		(4,802	)		(3,095	)		21,150			—			13,253

Income (loss) from continuing operations		(12,389	)		(7,985	)		48,535			—			28,161
Equity earnings (loss) from subsidiaries, net of tax		40,550			48,535			—			(89,085	)		—
Loss from discontinued operations, net of income taxes		(3,132	)		—			—			—			(3,132	)

Net income (loss)	$	25,029		$	40,550		$	48,535		$	(89,085	)	$	25,029



	Three Months Ended September 29, 2002

	Parent
	Company			Guarantor			Non-Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated


	(Unaudited)

	(In thousands)
Sales	$	60,623		$	146,838		$	171,607		$	(13,057	)	$	366,011
Cost of sales		44,687			89,101			98,525			(13,057	)		219,256
Research and development expenses		370			12,082			8,053			—			20,505
Selling, general and administrative expenses		17,018			41,147			44,271			—			102,436
Other operating (income) expense, net		1,602			8,094			(2,576	)		—			7,120

Operating income (loss) from continuing operations		(3,054	)		(3,586	)		23,334			—			16,694
Other expenses (income) net		(15,195	)		16,393			3,533			—			4,731

Income (loss) from continuing operations before income taxes		12,141			(19,979	)		19,801			—			11,963
Provision (benefit) for income taxes		3,480			(6,764	)		5,497			—			2,213

Income (loss) from continuing operations		8,661			(13,215	)		14,304			—			9,750
Equity earnings (loss) from subsidiaries, net of tax		1,089			14,304			—			(15,393	)		—
Loss from discontinued operations, net of income taxes		(2,604	)		—			—			—			(2,604	)

Net (loss) income	$	7,146		$	1,089		$	14,304		$	(15,393	)	$	7,146



	Nine Months Ended September 29, 2002

	Parent
	Company			Guarantor			Non-Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated


	(Unaudited)

	(In thousands)
Sales	$	173,741		$	448,048		$	519,491		$	(45,880	)	$	1,095,400
Cost of sales		130,375			286,156			292,366			(45,880	)		663,017
Research and development expenses		2,510			38,236			24,169			—			64,915
Selling, general and administrative expenses		34,156			144,937			143,891			—			322,984
Other operating (income) expense, net		2,505			27,341			(4,569	)		—			25,277

Operating income (loss) from continuing operations		4,195			(48,622	)		63,634			—			19,207
Other expenses (income) net		(15,171	)		37,756			4,197			—			26,782

Income (loss) from continuing operations before income taxes		19,366			(86,378	)		59,437			—			(7,575	)
Provision (benefit) for income taxes		5,564			(25,506	)		17,200			—			(2,742	)

Income (loss) from continuing operations		13,802			(60,872	)		42,237			—			(4,833	)
Equity earnings (loss) from subsidiaries, net of tax		(129,535	)		(9,635	)		—			139,170			—
Loss from discontinued operations, net of income taxes		(26,677	)		—			—			—			(26,677	)

Income (loss) before effect of accounting change		(142,410	)		(70,507	)		42,237			139,170			(31,510	)
Effect of accounting change, net of income taxes		(6,900	)		(59,028	)		(51,872	)		—			(117,800	)

Net (loss) income	$	(149,310	)	$	(129,535	)	$	(9,635	)	$	139,170		$	(149,310	)



			March 30, 2003														September 28, 2003

			Parent														Parent
			Company			Guarantor		Non-Guarantor									Company			Guarantor		Non-Guarantor
			Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated				Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated


			(Unaudited)														(Unaudited)
			(In thousands)														(In thousands)
Current assets:	Current assets:														Current assets:
	Cash and cash equivalents		$	22,033		$	878	$	106,866	$	—		$	129,777	Cash and cash equivalents		$	26,079		$	467	$	114,770	$	—		$	141,316
	Cash held in escrow			154,463			—		—		—			154,463	Accounts receivable, net			18,900			53,720		191,641		—			264,261
	Accounts receivable, net			31,807			44,349		195,914		—			272,070	Inventories			21,546			87,904		89,705		—			199,155
	Inventories			22,890			93,822		88,831		—			205,543	Other current assets			90,301			32,438		35,047		—			157,786
	Other current assets			92,644			33,847		27,941		—			154,432	Current assets of discontinued operations			9,573			—		—		—			9,573
	Current assets of discontinued operations			12,030			—		—		—			12,030
																Total current assets		166,399			174,529		431,163		—			772,091
		Total current assets		335,867			172,896		419,552		—			928,315
Property, plant and equipment, net	Property, plant and equipment, net			35,387			168,961		93,958		—			298,306	Property, plant and equipment, net			29,138			159,395		88,985		—			277,518
Investments	Investments			8,593			1,493		2,913		—			12,999	Investments			8,216			1,494		1,868		—			11,578
Intangible assets	Intangible assets			29,881			1,111,854		293,731		—			1,435,466	Intangible assets			32,725			1,101,912		311,146		—			1,445,783
Intercompany receivable/(payable), net				(385,900	)		189,135		196,765		—			—
Investment in subsidiaries				2,135,634			729,430		—		(2,865,064	)		—
Intercompany receivable (payable), net															Intercompany receivable (payable), net			(1,006,330	)		747,939		258,391		—			—
Investment in subsidiary															Investment in subsidiary			2,754,884			809,839		—		(3,564,723	)		—
Other assets	Other assets			61,817			3,761		8,547		—			74,125	Other assets			67,601			2,713		9,880		—			80,194
Long-term assets of discontinued operations	Long-term assets of discontinued operations			3,523			—		—		—			3,523	Long-term assets of discontinued operations			2,160			—		—		—			2,160

		Total assets	$	2,224,802		$	2,377,530	$	1,015,466	$	(2,865,064	)	$	2,752,734		Total assets	$	2,054,793		$	2,997,821	$	1,101,433	$	(3,564,723	)	$	2,589,324

Current liabilities:	Current liabilities:														Current liabilities:
	Short-term debt		$	158,438		$	—	$	2,628	$	—		$	161,066
	Accounts payable			19,380			49,696		63,607		—			132,683	Short-term debt		$	2,650		$	—	$	1,941	$	—		$	4,591
	Accrued restructuring and integration costs			—			22,450		13,607		—			36,057	Accounts payable			26,795			41,350		65,558		—			133,703
	Accrued expenses			142,101			69,840		84,581		—			296,522	Accrued restructuring and integration costs			—			16,953		—		—			16,953
	Current liabilities of discontinued operations			1,165			—		—		—			1,165	Accrued expenses			113,751			83,598		94,961		—			292,310

		Total current liabilities		321,084			141,986		164,423		—			627,493		Total current liabilities		143,196			141,901		162,460		—			447,557
Long-term debt	Long-term debt			599,266			—		6		—			599,272	Long-term debt			564,745			—		—		—			564,745
Long-term liabilities	Long-term liabilities			43,825			99,910		121,607		—			265,342	Long-term liabilities			45,985			101,036		129,134		—			276,155
Long-term liabilities of discontinued operations	Long-term liabilities of discontinued operations			2,068			—		—		—			2,068	Long-term liabilities of discontinued operations			2,235			—		—		—			2,235
Total stockholders’ equity	Total stockholders’ equity			1,258,559			2,135,634		729,430		(2,865,064	)		1,258,559	Total stockholders’ equity			1,298,632			2,754,884		809,839		(3,564,723	)		1,298,632

Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity		$	2,224,802		$	2,377,530	$	1,015,466	$	(2,865,064	)	$	2,752,734	Total liabilities and stockholders’ equity		$	2,054,793		$	2,997,821	$	1,101,433	$	(3,564,723	)	$	2,589,324



			December 29, 2002														December 29, 2002

			Parent														Parent
			Company			Guarantor		Non-Guarantor									Company			Guarantor		Non-Guarantor
			Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated				Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated


			(In thousands)														(In thousands)
Current assets:	Current assets:														Current assets:
	Cash and cash equivalents		$	27,745		$	6,981	$	95,889	$	—		$	130,615	Cash and cash equivalents		$	27,745		$	6,981	$	95,889	$	—		$	130,615
	Cash held in escrow			186,483			—		—		—			186,483	Cash held in escrow			186,483			—		—		—			186,483
	Accounts receivable, net			33,188			57,486		213,973		—			304,647	Accounts receivable, net			33,188			57,486		213,973		—			304,647
	Inventories			22,042			91,354		92,059		—			205,455	Inventories			22,042			91,354		92,059		—			205,455
	Other current assets			87,876			32,637		31,624		—			152,137	Other current assets			87,876			32,637		31,624		—			152,137
	Current assets of discontinued operations			12,006			—		—		—			12,006	Current assets of discontinued operations			12,006			—		—		—			12,006

		Total current assets		369,340			188,458		433,545		—			991,343		Total current assets		369,340			188,458		433,545		—			991,343

Property, plant and equipment, net	Property, plant and equipment, net			36,760			170,183		97,079		—			304,022	Property, plant and equipment, net			36,760			170,183		97,079		—			304,022
Investments	Investments			10,485			1,494		2,319		—			14,298	Investments			10,485			1,494		2,319		—			14,298
Intangible assets	Intangible assets			7,280			1,143,243		289,251		—			1,439,774	Intangible assets			27,462			1,123,061		289,251		—			1,439,774
Intercompany receivable/ (payable), net				(358,144	)		135,482		222,662		—			0
Investment in subsidiaries				2,123,065			762,110		—		(2,885,175	)		0
Intercompany receivable (payable), net															Intercompany receivable (payable), net			(378,326	)		155,664		222,662		—			—
Investment in subsidiary															Investment in subsidiary			2,123,065			762,110		—		(2,885,175	)		—
Other assets	Other assets			67,743			5,488		10,604		—			83,835	Other assets			67,743			5,488		10,604		—			83,835
Long-term assets of discontinued operations	Long-term assets of discontinued operations			2,967			—		—		—			2,967	Long-term assets of discontinued operations			2,967			—		—		—			2,967

		Total assets	$	2,259,496		$	2,406,458	$	1,055,460	$	(2,885,175	)	$	2,836,239		Total assets	$	2,259,496		$	2,406,458	$	1,055,460	$	(2,885,175	)	$	2,836,239

Current liabilities:	Current liabilities:														Current liabilities:
	Short-term debt		$	189,640		$	—	$	1,851	$	—		$	191,491	Short-term debt		$	189,640		$	—	$	1,851	$	—		$	191,491
	Accounts payable			21,294			59,326		65,670		—			146,290	Accounts payable			21,294			59,326		65,670		—			146,290
	Accrued restructuring and integration costs			3,719			22,910		14,119		—			40,748	Accrued restructuring and integration costs			3,719			22,910		14,119		—			40,748
	Accrued expenses			127,614			95,287		93,526		—			316,427	Accrued expenses			127,614			95,287		93,526		—			316,427
	Current liabilities of discontinued operations			2,718			—		—		—			2,718	Current liabilities of discontinued operations			2,718			—		—		—			2,718

		Total current liabilities		344,985			177,523		175,166		—			697,674		Total current liabilities		344,985			177,523		175,166		—			697,674
Long-term debt	Long-term debt			614,053			—		—		—			614,053	Long-term debt			614,053			—		—		—			614,053
Long-term liabilities	Long-term liabilities			45,977			105,870		118,184		—			270,031	Long-term liabilities			45,977			105,870		118,184		—			270,031
Long-term liabilities of discontinued operations	Long-term liabilities of discontinued operations			2,137			—		—		—			2,137	Long-term liabilities of discontinued operations			2,137			—		—		—			2,137
Total stockholders’ equity	Total stockholders’ equity			1,252,344			2,123,065		762,110		(2,885,175	)		1,252,344	Total stockholders’ equity			1,252,344			2,123,065		762,110		(2,885,175	)		1,252,344

Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity		$	2,259,496		$	2,406,458	$	1,055,460	$	(2,884,755	)	$	2,836,239	Total liabilities and stockholders’ equity		$	2,259,496		$	2,406,458	$	1,055,460	$	(2,885,175	)	$	2,836,239


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


	•	deterioration of sales ~~due to weakness in markets in which we sell~~of our products and services,

	•	changes in ~~our~~ working capital requirements, and

	•	our ability to repatriate cash balances, if necessary, from our foreign subsidiaries in a cost ~~efficient~~effective manner for use in settling domestic obligations.


	•	financial covenants contained in our borrowing arrangements,

	•	a ratings downgrade, which would limit our ability to borrow under our accounts receivable facility and our overall access to the corporate debt market, and

	•	volatility in the markets for corporate debt.


	•	a minimum interest coverage ratio,

	•	a minimum fixed charge coverage ratio,

	•	a maximum senior leverage ratio, and

	•	a maximum total leverage ratio.


	•	accurately anticipate customer needs,

	•	innovate and develop new technologies and applications,

	•	successfully commercialize new technologies in a timely manner,

	•	price our products competitively and manufacture and deliver our products in sufficient volumes and on time, and

	•	differentiate our offerings from our competitors’ offerings.


	•	increasing our vulnerability to adverse economic and industry conditions,

	•	limiting our ability to obtain additional financing,

	•	limiting our ability to acquire new products and technologies through acquisitions or licensing,

	•	requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures,

	•	limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete, and


	•	placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.


	•	incur additional indebtedness,

	•	pay dividends on, redeem or repurchase our capital stock,

	•	make investments,

	•	create liens,

	•	sell assets,

	•	in the case of our restricted subsidiaries, incur obligations that restrict their ability to make dividend or other payments to us,


	•	in the case of our restricted subsidiaries, guarantee or secure indebtedness,

	•	enter into transactions with affiliates,

	•	create unrestricted subsidiaries, and

	•	consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.


	•	changes in foreign currency exchange rates,

	•	changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,

	•	longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions,

	•	trade protection measures and import or export licensing requirements,

	•	differing tax laws and changes in those laws,

	•	difficulty in staffing and managing widespread operations,

	•	differing labor laws and changes in those laws,

	•	differing protection of intellectual property and changes in that protection, and

	•	differing regulatory requirements and changes in those requirements.


	•	demand for and market acceptance of our products,

	•	competitive pressures resulting in lower selling prices,

	•	adverse changes in the level of economic activity in regions in which we do business,

	•	adverse changes in industries, such as pharmaceutical, biomedical, semiconductors and aerospace, on which we are particularly dependent,

	•	changes in the portions of our sales represented by our various products and customers,

	•	delays or problems in the introduction of new products,

	•	our competitors’ announcement or introduction of new products, services or technological innovations,

	•	increased costs of raw materials or supplies, and

	•	changes in the volume or timing of product orders.


	•	competition among buyers and licensees,

	•	the need for regulatory and other approvals,

	•	our inability to raise capital to fund these acquisitions,

	•	the high valuations of businesses and technologies, and

	•	restrictions in the instruments governing our indebtedness, including the indenture governing ~~the~~our 8 7/8% notes and our new senior credit facility.


	(1) Because a significant portion of our sales are international, volatility in exchange rates could have a material impact on our financial results. Reported sales made in foreign currencies by our international subsidiaries, when translated into U.S. dollars for financial reporting purposes, can fluctuate due to exchange rate movements. While exchange rate fluctuations can impact reported revenues and earnings, the impacts are purely a result of the translation effect and generally do not materially impact our short-term cash flows.

	(2) Our foreign subsidiaries, on occasion, invoice third-party customers in foreign currencies other than the functional currency in which they primarily conduct business. Movements in the invoiced currency as compared to the functional currency result in both realized and unrealized transaction gains or losses that directly impact our cash flows and our results of operations.

	(3) Our manufacturing and distribution organization is multi-national in nature. Accordingly, inventories may be manufactured in one location, stored in another, and distributed in a third location. This can result in a variety of intercompany transactions — that are billed and paid in many different currencies. Our cash flows and our results of operations are therefore directly impacted by fluctuations in these currencies.

	(4) The cash flow needs of each of our foreign subsidiaries vary through time. Accordingly, there may be times when a subsidiary is on the receiving side or the lending side of a short-term advance from either the parent company or another subsidiary. These advances, again being denominated in currencies other than a particular entity’s functional currency, can expose us to fluctuations in exchange rates that can impact both our cash flows and results of operations.

	(5) In order to repay debt or take advantage of tax saving opportunities, we may remit cash from our foreign locations to the United States. When this occurs, we are liquidating foreign currency net asset positions and converting them into U.S. dollars. Our cash flows and our results of operations are therefore also impacted by these transactions.


	For		Withheld

Erickson, T.J.		106,389,673		3,863,560
Lopardo, N.A.		105,582,546		4,670,687
Michas, A.P.		108,293,158		1,960,075
Sato, V.L.		109,079,910		1,173,323
Schmergel, G.		108,319,080		1,934,153
Sicchitano, K.J.		105,636,592		4,616,641
Summe, G.L.		106,289,161		3,964,072
Todd, G.R.		106,387,163		3,866,070