Exhibit 99.2
The following unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations for Applera Corporation gives effect to the distribution of the net assets of the Celera Group to the Celera stockholders. The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations are based on the historical statements of Applera and should be read in conjunction with the historical financial statements and notes of Applera Corporation previously filed. The adjustments reflected in the pro forma consolidated balance sheet below include (i) the establishment of a valuation allowance for tax assets remaining with the Celera Group estimated to be approximately $85 million on March 31, 2008; (ii) the establishment of an estimated liability of $2.6 million for additional transaction costs associated with the separation of the Celera Group and (iii) the distribution of the net assets of the Celera Group. The accompanying pro forma consolidated statements of operations reflect the adjustments to exclude the results of the Celera Group from continuing operations but do not include the impact of the valuation allowance and the additional transaction costs referred to above because they are nonrecurring and directly attributable to the transaction. These items will be reflected in the consolidated statement of operations in the period the costs are incurred.
The pro forma amounts included herein are based on preliminary estimates. Actual reported amounts in the future could be materially different.
Applera Corporation
Pro Forma Consolidated Balance Sheet at March 31, 2008 (Unaudited)
(amounts in 000s)
| | | | Pro Forma | |
| | March 31, 2008 | | Adjustments | | Consolidated | |
Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 426,328 | | $ | (61,639 | ) | $ | 364,689 | |
Short-term investments | | 276,634 | | (276,634 | ) | — | |
Accounts receivable, net | | 491,191 | | (32,319 | ) | 458,872 | |
Inventories, net | | 180,978 | | (8,758 | ) | 172,220 | |
Prepaid expenses and other current assets | | 174,164 | | (34,194 | ) | 139,970 | |
Total current assets | | 1,549,295 | | (413,544 | ) | 1,135,751 | |
Property, plant and equipment, net | | 383,984 | | (11,768 | ) | 372,216 | |
Goodwill and intangible assets, net | | 529,368 | | (241,180 | ) | 288,188 | |
Other long-term assets | | 587,800 | | (89,806 | ) | 497,994 | |
Total Assets | | $ | 3,050,447 | | $ | (756,298 | ) | $ | 2,294,149 | |
| | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | |
Current liabilities | | | | | | | |
Loans payable | | $ | 125,123 | | $ | (123 | ) | $ | 125,000 | |
Accounts payable | | 160,379 | | (5,310 | ) | 155,069 | |
Accrued salaries and wages | | 94,386 | | (7,919 | ) | 86,467 | |
Current deferred tax liability | | 15,952 | | — | | 15,952 | |
Accrued taxes on income | | 11,242 | | (1,221 | ) | 10,021 | |
Other accrued expenses | | 324,974 | | (13,729 | ) | 311,245 | |
Total current liabilities | | 732,056 | | (28,302 | ) | 703,754 | |
Other long-term liabilities | | 246,129 | | (6,340 | ) | 239,789 | |
Total Liabilities | | 978,185 | | (34,642 | ) | 943,543 | |
| | | | | | | |
Total Stockholders’ Equity | | 2,072,262 | | (721,656 | ) | 1,350,606 | |
Total Liabilities and Stockholders’ Equity | | $ | 3,050,447 | | $ | (756,298 | ) | $ | 2,294,149 | |
| | | | | | | | | | | | |
Applera Corporation
Pro Forma Consolidated Statement of Operations For the Nine Months Ended March 31, 2008 (Unaudited)
(dollar amounts in 000s, except per share amounts)
| | | | Pro Forma | |
| | March 31, 2008 | | Adjustments | | Consolidated | |
Products | | $ | 1,342,425 | | $ | (20,844 | ) | $ | 1,321,581 | |
Services | | 248,129 | | (44,830 | ) | 203,299 | |
Other | | 118,839 | | (28,049 | ) | 90,790 | |
Total Net Revenues | | 1,709,393 | | (93,723 | ) | 1,615,670 | |
| | | | | | | |
Products | | 607,192 | | (11,597 | ) | 595,595 | |
Services | | 105,397 | | (15,165 | ) | 90,232 | |
Other | | 8,925 | | — | | 8,925 | |
Cost of Sales | | 721,514 | | (26,762 | ) | 694,752 | |
| | | | | | | |
Gross Margin | | 987,879 | | (66,961 | ) | 920,918 | |
| | | | | | | |
Selling, general and administrative | | 512,413 | | (43,670 | ) | 468,743 | |
Research and development | | 174,014 | | (30,416 | ) | 143,598 | |
Amortization of purchased intangible assets | | 12,439 | | (4,604 | ) | 7,835 | |
Employee-related charges, asset impairments, and other | | 8,233 | | (5,355 | ) | 2,878 | |
Asset dispositions and legal settlements | | (8,656 | ) | 1,100 | | (7,556 | ) |
| | | | | | | |
Operating Income | | 289,436 | | 15,984 | | 305,420 | |
| | | | | | | |
Gain (loss) on investments, net | | (415 | ) | 3,080 | | 2,665 | |
Interest income (expense), net | | 20,822 | | (15,131 | ) | 5,691 | |
Other income (expense), net | | 2,596 | | 13 | | 2,609 | |
| | | | | | | |
Income before Income Taxes | | 312,439 | | 3,946 | | 316,385 | |
Provision (benefit) for income taxes | | 88,906 | | (132 | ) | 88,774 | |
Income from Continuing Operations | | $ | 223,533 | | $ | 4,078 | | $ | 227,611 | |
| | | | | | | |
Applied Biosystems Group | | | | | | | |
Income from Continuing Operations per share | | | | | | | |
Basic | | $ | 1.32 | | | | $ | 1.31 | |
Diluted | | $ | 1.28 | | | | $ | 1.27 | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic | | 174.2 | | | | 174.2 | |
Diluted | | 179.6 | | | | 179.6 | |
| | | | | | | |
Celera Group | | | | | | | |
Loss from Continuing Operations per share | | | | | | | |
Basic and diluted | | $ | (0.08 | ) | | | | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic and diluted | | 79.4 | | | | | |
Applera Corporation
Pro Forma Consolidated Statement of Operations For the Fiscal Year Ended June 30, 2007 (Unaudited)
(dollar amounts in 000s, except per share amounts)
| | | | Pro Forma | |
| | June 30, 2007 | | Adjustments | | Consolidated | |
Products | | $ | 1,753,152 | | $ | (20,976 | ) | $ | 1,732,176 | |
Services | | 244,041 | | (10 | ) | 244,031 | |
Other | | 135,300 | | (18,039 | ) | 117,261 | |
Total Net Revenues | | 2,132,493 | | (39,025 | ) | 2,093,468 | |
| | | | | | | |
Products | | 832,241 | | (15,646 | ) | 816,595 | |
Services | | 107,407 | | 328 | | 107,735 | |
Other | | 11,824 | | — | | 11,824 | |
Cost of Sales | | 951,472 | | (15,318 | ) | 936,154 | |
| | | | | | | |
Gross Margin | | 1,181,021 | | (23,707 | ) | 1,157,314 | |
| | | | | | | |
Selling, general and administrative | | 622,692 | | (20,142 | ) | 602,550 | |
Research and development | | 253,971 | | (50,130 | ) | 203,841 | |
Amortization of purchased intangible assets | | 11,264 | | — | | 11,264 | |
Employee-related charges, asset impairments, and other | | 10,342 | | (10,342 | ) | — | |
Asset dispositions and legal settlements | | (4,585 | ) | 2,357 | | (2,228 | ) |
Acquired research and development | | 114,251 | | — | | 114,251 | |
| | | | | | | |
Operating Income | | 173,086 | | 54,550 | | 227,636 | |
| | | | | | | |
Gain (loss) on investments, net | | 209 | | — | | 209 | |
Interest income (expense), net | | 43,172 | | (27,826 | ) | 15,346 | |
Other income (expense), net | | 6,755 | | (456 | ) | 6,299 | |
| | | | | | | |
Income before Income Taxes | | 223,222 | | 26,268 | | 249,490 | |
Provision (benefit) for income taxes | | 72,451 | | 12,702 | | 85,153 | |
Income from Continuing Operations | | $ | 150,771 | | $ | 13,566 | | $ | 164,337 | |
| | | | | | | |
Applied Biosystems Group | | | | | | | |
Income from Continuing Operations per share | | | | | | | |
Basic | | $ | 0.93 | | | | $ | 0.90 | |
Diluted | | $ | 0.90 | | | | $ | 0.86 | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic | | 183.2 | | | | 183.2 | |
Diluted | | 190.2 | | | | 190.2 | |
| | | | | | | |
Celera Group | | | | | | | |
Loss from Continuing Operations per share | | | | | | | |
Basic and diluted | | $ | (0.25 | ) | | | | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic and diluted | | 78.3 | | | | | |
Applera Corporation
Pro Forma Consolidated Statement of Operations For the Fiscal Year Ended June 30, 2006 (Unaudited)
(dollar amounts in 000s, except per share amounts)
| | | | Pro Forma | |
| | June 30, 2006 | | Adjustments | | Consolidated | |
Products | | $ | 1,595,230 | | $ | (23,090 | ) | $ | 1,572,140 | |
Services | | 217,634 | | (397 | ) | 217,237 | |
Other | | 136,526 | | (14,677 | ) | 121,849 | |
Total Net Revenues | | 1,949,390 | | (38,164 | ) | 1,911,226 | |
| | | | | | | |
Products | | 769,416 | | (15,241 | ) | 754,175 | |
Services | | 96,346 | | 456 | | 96,802 | |
Other | | 15,476 | | — | | 15,476 | |
Cost of Sales | | 881,238 | | (14,785 | ) | 866,453 | |
| | | | | | | |
Gross Margin | | 1,068,152 | | (23,379 | ) | 1,044,773 | |
| | | | | | | |
Selling, general and administrative | | 584,483 | | (22,882 | ) | 561,601 | |
Research and development | | 271,359 | | (91,064 | ) | 180,295 | |
Amortization of purchased intangible assets | | 5,916 | | (1,091 | ) | 4,825 | |
Employee-related charges, asset impairments, and other | | 26,547 | | (26,191 | ) | 356 | |
Asset dispositions and legal settlements | | 11,221 | | (675 | ) | 10,546 | |
Acquired research and development | | 3,400 | | — | | 3,400 | |
| | | | | | | |
Operating Income | | 165,226 | | 118,524 | | 283,750 | |
| | | | | | | |
Gain (loss) on investments, net | | 7,628 | | (7,628 | ) | — | |
Interest income (expense), net | | 37,058 | | (22,364 | ) | 14,694 | |
Other income (expense), net | | 5,342 | | 225 | | 5,567 | |
| | | | | | | |
Income before Income Taxes | | 215,254 | | 88,757 | | 304,011 | |
Provision (benefit) for income taxes | | 2,762 | | 38,138 | | 40,900 | |
Income from Continuing Operations | | $ | 212,492 | | $ | 50,619 | | $ | 263,111 | |
| | | | | | | |
Applied Biosystems Group | | | | | | | |
Income from Continuing Operations per share | | | | | | | |
Basic | | $ | 1.47 | | | | $ | 1.41 | |
Diluted | | $ | 1.43 | | | | $ | 1.37 | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic | | 187.0 | | | | 187.0 | |
Diluted | | 191.9 | | | | 191.9 | |
| | | | | | | |
Celera Group | | | | | | | |
Loss from Continuing Operations per share | | | | | | | |
Basic and diluted | | $ | (0.83 | ) | | | | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic and diluted | | 75.5 | | | | | |
Applera Corporation
Pro Forma Consolidated Statement of Operations For the Fiscal Year Ended June 30, 2005 (Unaudited)
(dollar amounts in 000s, except per share amounts)
| | | | Pro Forma | |
| | June 30, 2005 | | Adjustments | | Consolidated | |
Products | | $ | 1,511,975 | | $ | (25,678 | ) | $ | 1,486,297 | |
Services | | 204,847 | | (5,811 | ) | 199,036 | |
Other | | 128,318 | | (26,568 | ) | 101,750 | |
Total Net Revenues | | 1,845,140 | | (58,057 | ) | 1,787,083 | |
| | | | | | | |
Products | | 741,582 | | (15,034 | ) | 726,548 | |
Services | | 93,771 | | 514 | | 94,285 | |
Other | | 13,306 | | 238 | | 13,544 | |
Cost of Sales | | 848,659 | | (14,282 | ) | 834,377 | |
| | | | | | | |
Gross Margin | | 996,481 | | (43,775 | ) | 952,706 | |
| | | | | | | |
Selling, general and administrative | | 525,377 | | (26,326 | ) | 499,051 | |
Research and development | | 330,603 | | (138,537 | ) | 192,066 | |
Amortization of purchased intangible assets | | 4,237 | | (2,900 | ) | 1,337 | |
Employee-related charges, asset impairments, and other | | 34,376 | | (2,614 | ) | 31,762 | |
Asset dispositions and legal settlements | | (38,172 | ) | — | | (38,172 | ) |
| | | | | | | |
Operating Income | | 140,060 | | 126,602 | | 266,662 | |
| | | | | | | |
Gain (loss) on investments, net | | (50 | ) | — | | (50 | ) |
Interest income (expense), net | | 28,860 | | (14,941 | ) | 13,919 | |
Other income (expense), net | | 4,473 | | (1,271 | ) | 3,202 | |
| | | | | | | |
Income before Income Taxes | | 173,343 | | 110,390 | | 283,733 | |
Provision (benefit) for income taxes | | 13,548 | | 43,699 | | 57,247 | |
Income from Continuing Operations | | $ | 159,795 | | $ | 66,691 | | $ | 226,486 | |
| | | | | | | |
Applied Biosystems Group | | | | | | | |
Income from Continuing Operations per share | | | | | | | |
Basic | | $ | 1.21 | | | | $ | 1.15 | |
Diluted | | $ | 1.19 | | | | $ | 1.14 | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic | | 196.4 | | | | 196.4 | |
Diluted | | 199.0 | | | | 199.0 | |
| | | | | | | |
Celera Group | | | | | | | |
Loss from Continuing Operations per share | | | | | | | |
Basic and diluted | | $ | (1.05 | ) | | | | |
| | | | | | | |
Weighted average shares outstanding (in millions) | | | | | | | |
Basic and diluted | | 73.4 | | | | | |