Exhibit 99

                                                          FOR IMMEDIATE RELEASE
Media Contact Information:                        Investor Contact Information:
         Lori Gorski                                     J. Timothy Corcoran
Phone:   781-622-1242                                    Phone: 781-622-1111
E-mail:  lori.gorski@thermo.com                 E-mail:  tim.corcoran@thermo.com
Website: www.thermo.com

        Thermo Electron Reports 2003 Fourth-Quarter and Year-End Results

WALTHAM,  Mass.  (February 4, 2004) - Thermo Electron  Corporation  (NYSE:  TMO)
today  reported  GAAP  diluted  earnings  per share (EPS) of $.37 for the fourth
quarter of 2003,  compared  with $.51 in the year-ago  period,  primarily due to
lower gains in 2003 from  discontinued  operations  and the sale of  securities.
Fourth-quarter  revenues were $583.4 million, up 3 percent from $568.7 million a
year ago. GAAP operating margin rose to 9.4 percent in the 2003 quarter,  versus
6.8 percent in 2002.

Adjusted  EPS  increased  13  percent  for the  fourth  quarter of 2003 to $.35,
compared with $.31 in 2002.  Adjusted  operating margin rose 140 basis points to
13.5 percent,  compared with 12.1 percent a year ago.  Adjusted EPS and adjusted
operating  margin are non-GAAP  measures  that exclude  restructuring  and other
costs/income and amortization of acquisition-related intangible assets. Adjusted
EPS also  excludes  income from the sale of shares of FLIR  Systems and Thoratec
Corporation,  gains/losses  on the early  retirement  of debt,  gains/losses  on
disposal of  discontinued  operations,  tax  provisions/benefits  related to the
previous items, and benefit from tax credit carryforwards.  For a reconciliation
of these  non-GAAP  financial  measures  to the most  directly  comparable  GAAP
financial measures, see the accompanying consolidated statements of income.

Organic revenues for the quarter  declined 3 percent,  including the effect of a
$26.8  million  shipment  of   explosives-detection   instruments  to  the  U.S.
Transportation  Safety Agency (TSA) in the fourth quarter of 2002, which lowered
the 2003  quarter's  growth  rate by 5 percent.  Organic  revenues  exclude  the
effects of currency  translation,  which  increased  revenues by 7 percent,  and
acquisitions/divestitures, which reduced revenues by 1 percent.

For the full year,  Thermo reported GAAP diluted  earnings per share of $1.20 in
2003,  versus $1.73 a year ago, again  primarily due to lower gains in 2003 from
discontinued  operations and from the sale of  securities.  Adjusted EPS rose 10
percent to $1.09,  versus $.99 in 2002.  Revenues  increased slightly in 2003 to
$2.10 billion,  compared with $2.09 billion in 2002. GAAP operating  margin rose
to 8.8 percent in 2003, compared with 7.5 percent a year ago. Adjusted operating
margin increased to 11.6 percent, versus 10.8 percent in 2002.

Marijn E. Dekkers,  president and chief  executive  officer of Thermo  Electron,
said,  "We are very  pleased to complete  2003 with strong gains in adjusted EPS
and  operating  margins.  We also nearly  doubled our cash flow from  continuing
operations  over the same quarter a year ago to $115 million.  While we continue
to improve  productivity,  I am encouraged by the increase in reported  revenues
during the quarter in spite of a difficult year-to-year  comparison.  Our strong
focus on growing  revenues by providing our customers  with better  products and
services is beginning to pay off.



"No question,  the overall tone of business is improving across all our markets.
We reported solid revenue growth in our Life and  Laboratory  Sciences  segment,
and earnings  performance  significantly  improved in Optical  Technologies.  We
greatly  expanded our  offerings  after  completing  three  acquisitions  in the
quarter - Jouan, LMSi, and the personal  radiation-detection business of Siemens
- - which add  approximately  $110 million in annual  revenues and are expected to
add $.03 to adjusted EPS in 2004. We are making good progress toward our goal of
becoming the world's leading instruments company, and are pursuing opportunities
for growth with the same intensity that drove our  integration  efforts over the
past few years."

Mr.  Dekkers  continued,  "With good  momentum  going into 2004,  our goal is to
report $.25 to $.27 in adjusted EPS for the first quarter and $1.23 to $1.28 for
the full year." This guidance excludes approximately $.02 of expense per quarter
from  the  amortization  of  acquisition-related  intangible  assets,  and  also
excludes restructuring and other costs/income and gains and losses from the sale
of businesses,  real estate, and our remaining interest in Thoratec,  as well as
unusual items we may have in the future.

Life and Laboratory Sciences
The Life and Laboratory Sciences segment reported a significant increase in 2003
fourth-quarter  revenues,  up 13 percent  to $377  million,  compared  with $333
million  in 2002;  organic  revenues  rose 5  percent.  The  effect of  currency
translation  increased  revenues  by 8 percent.  The organic  revenue  growth is
primarily  a result of strong  sales of our mass  spectrometry  instruments  and
rapid  diagnostic  tests  used to detect  flu.  GAAP  operating  margin was 14.9
percent in the 2003 quarter, up from 14.3 percent a year ago. Adjusted operating
margin was 18.1 percent in 2003, versus 18.5 percent in 2002.

We continue to broaden both our technology and services  offerings.  Several new
products  generated strong orders in the fourth quarter,  including the Finnigan
LTQ(TM) FT hybrid and Finnigan  LTQ(TM) linear ion trap mass  spectrometers,  as
well as the Shandon Excelsior(TM) automated tissue processor. The acquisition of
Jouan  greatly  increases  the  breadth  of  our  sample  preparation  equipment
offerings,  while Laboratory Management Systems, Inc. (LMSi) adds key instrument
validation and regulatory  consulting  expertise to our rapidly growing services
business.  In addition,  we formed a strategic alliance with Johnson & Johnson's
Ortho-Clinical  Diagnostics  business  for  the  distribution  of  our  clinical
automation systems in North America.

Measurement and Control
Fourth-quarter revenues in the Measurement and Control segment were $153 million
in 2003,  versus  $176  million in 2002.  Organic  revenues  declined 17 percent
compared  with  the 2002  period,  including  the  sale of  explosives-detection
instruments  to the TSA,  which  lowered  the 2003  quarter's  growth rate by 16
percent.  The effect of currency  translation  increased  revenues by 5 percent,
while acquisitions/divestitures  decreased revenues by 1 percent. GAAP operating
margin increased to 6.2 percent in 2003, versus 5.6 percent a year ago. Adjusted
operating margin was 9.3 percent, down from 10.1 percent in 2002.

Optical Technologies
In the Optical  Technologies  segment,  revenues were $57 million for the fourth
quarter  of 2003,  versus $64  million in 2002;  organic  revenues  declined  11
percent.  Although  year-to-year  revenue  comparisons  were down,  the  segment
experienced sequential growth in revenues of 9 percent, reflecting the upturn in
microelectronics  and other  industrial  markets  addressed  by our  lasers  and
photonics products.  The effect of currency translation  increased revenues by 4
percent,  but was offset by a  divestiture  that  reduced  revenues  by the same
percentage.  GAAP operating margin was negative 1.5 percent for the 2003 period,
versus negative 12.1 percent in 2002. The segment reported a significant rise in
adjusted operating margin of 6.1 percent in the 2003 quarter,  compared with 0.1
percent last year, resulting mainly from continued productivity gains.


Use of Non-GAAP Financial Measures
In addition to the  financial  measures  prepared in accordance  with  generally
accepted  accounting  principles  (GAAP),  we  use  certain  non-GAAP  financial
measures,  including adjusted EPS and adjusted  operating margin,  which exclude
restructuring  and other  costs/income and  amortization of  acquisition-related
intangible  assets.  Adjusted EPS also excludes  certain other gains and losses,
tax  provisions/benefits  related to the  previous  items,  and benefit from tax
credit  carryforwards.  We exclude  these items  because they are outside of our
normal  operations and, in certain cases,  are difficult to forecast  accurately
for future periods.  We also use the concept of organic  revenue  growth,  which
excludes the effects of currency translation and  acquisitions/divestitures.  We
believe that the  inclusion of such  measures  helps  investors to gain a better
understanding  of our core operating  results and future  prospects,  consistent
with how management measures and forecasts the company's performance, especially
when comparing such results to previous periods or forecasts.

Specifically:

     -    We  exclude  costs  and  tax  effects  associated  with  restructuring
          activities, such as reducing overhead and consolidating facilities, in
          connection with the final phase of our overall  reorganization,  which
          we expect will be substantially  complete in 2004. We believe that the
          costs related to these restructuring  activities are not indicative of
          our normal operating costs.

     -    We  exclude  the  expense   and  tax  effects   associated   with  the
          amortization  of  acquisition-related   intangible  assets  because  a
          significant  portion of the  purchase  price for  acquisitions  may be
          allocated  to  intangible  assets  that  have  lives of 5 to 10 years.
          Exclusion of the amortization  expense allows comparisons of operating
          results that are consistent  over time for both our newly acquired and
          long-held  businesses and with both  acquisitive  and  non-acquisitive
          peer companies.

     -    We also exclude certain  gains/losses and related tax effects, as well
          as benefit from tax credit carryforwards,  that are either isolated or
          cannot  be   expected   to  occur   again  with  any   regularity   or
          predictability,  such as those  arising from the sale of a business or
          real estate,  the sale of our remaining  equity  interests in Thoratec
          and FLIR Systems,  and the early  retirement of debt, which we believe
          are not indicative of our normal operating gains and losses.

Thermo's management uses these non-GAAP measures,  in addition to GAAP financial
measures,  as the basis for measuring the company's core  operating  performance
and comparing such  performance to that of prior periods and to the  performance
of our competitors. Such measures are also used by management in their financial
and operating decision-making and for compensation purposes.

The non-GAAP  financial  measures of Thermo's results of operations  included in
this press  release are not meant to be  considered  superior to or a substitute
for  Thermo's   results  of  operations   prepared  in  accordance   with  GAAP.
Reconciliations  of  such  non-GAAP  financial  measures  to the  most  directly
comparable  GAAP  financial  measures are set forth in the  accompanying  tables
and/or the text of this press release.  Thermo's earnings guidance,  however, is



only  provided  on an adjusted  basis.  It is not  feasible to provide  GAAP EPS
guidance because the items excluded,  other than the amortization  expense,  are
difficult to predict and estimate and are primarily  dependent on future events,
such as decisions concerning the location and timing of facility consolidations,
and the timing of and proceeds from the sale of our remaining equity interest in
Thoratec. We no longer own any shares of FLIR Systems.

Conference Call
Thermo Electron will hold its earnings conference call on Thursday,  February 5,
at 11 a.m.  Eastern  time.  To listen,  dial  888-872-9028  within the U.S.,  or
973-633-6740 outside the U.S. You can also listen to the call live on the Web by
visiting  www.thermo.com.  Click on "About  Thermo," then  "Investors." An audio
archive  of the call will be  available  in that  section  of our Web site until
Friday,  March 5, 2004.  You will also find this press  release,  including  the
accompanying  reconciliation of non-GAAP financial  measures,  under the heading
"Press  Releases," and related  information  under  "Financial  Reports," in the
Investors section of our Web site.

About Thermo Electron
A world leader in high-tech instruments,  Thermo Electron Corporation helps life
science,  laboratory,  and industrial  customers advance  scientific  knowledge,
enable drug discovery,  improve manufacturing  processes, and protect people and
the environment with instruments,  scientific equipment, and integrated software
solutions. Based in Waltham, Massachusetts, Thermo Electron has revenues of more
than $2  billion,  and  employs  approximately  11,000  people  in 30  countries
worldwide. For more information, visit www.thermo.com.

The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation  Reform Act of 1995:  This  press  release  contains  forward-looking
statements that involve a number of risks and  uncertainties.  Important factors
that could cause actual  results to differ  materially  from those  indicated by
such forward-looking statements are set forth under the heading "Forward-Looking
Statements"  in the  company's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended September 27, 2003. These include risks and uncertainties relating
to: the need to develop  new  products  and adapt to  significant  technological
change,  dependence on customers  that operate in cyclical  industries,  general
worldwide economic slowdown and related uncertainties,  the effect of changes in
governmental regulations, dependence on customers' capital spending policies and
government  funding  policies,  use and  protection  of  intellectual  property,
retention of contingent  liabilities  from  businesses we sold,  integration and
consolidation of instrument businesses,  realization of potential future savings
from  new  sourcing  initiatives,   implementation  of  new  branding  strategy,
implementation  of  strategies  for  improving  internal  growth,  the effect of
exchange rate fluctuations on international operations, and potential impairment
of goodwill.  We undertake no obligation to publicly update any  forward-looking
statement, whether as a result of new information, future events, or otherwise.




                                                                                                          
Consolidated Statement of Income (unaudited)
                                                                                             Three Months Ended
                                                            ------------------------------------------------------------------------
                                                                      Dec. 31, 2003                         Dec. 28, 2002
                                                            ----------------------------------     ---------------------------------
(In thousands except per share amounts)                       Reported (a)       Adjusted (b)       Reported (a)       Adjusted (b)
- ------------------------------------------------------------------------------------------------------------------------------------

Revenues                                                      $    583,409        $   583,409       $    568,745       $    568,745
                                                            ---------------    ---------------     --------------    ---------------
Costs and Operating Expenses:
   Cost of revenues (c)                                            318,280            318,209            323,470            317,621
   Selling, general, and administrative expenses                   149,309            149,309            144,235            144,235
   Amortization of acquisition-related intangible assets             2,502                -                2,811               -
   Research and development expenses                                37,041             37,041             38,188             38,188
   Restructuring and other costs, net (d)                           21,462                -               21,369                -
                                                            ---------------    ---------------     --------------    ---------------
                                                                   528,594            504,559            530,073            500,044
                                                            ---------------    ---------------     --------------    ---------------

Operating Income                                                    54,815             78,850             38,672             68,701
Interest Income                                                      2,002              2,002              9,685              9,685
Interest Expense                                                    (2,788)            (2,788)            (8,357)            (8,357)
Other Income, Net (e)                                                6,545                595             19,672              3,233
                                                            ---------------    ---------------     --------------    ---------------
Income from Continuing Operations Before Income Taxes               60,574             78,659             59,672             73,262
Provision for Income Taxes (f)                                     (11,404)           (20,990)           (17,520)           (21,126)
                                                            ---------------    ---------------     --------------    ---------------

Income from Continuing Operations                                   49,170             57,669             42,152             52,136
Gain on Disposal of Discontinued Operations (net of income tax
  provision of $7,177 in 2003; includes tax benefit
  of $7,600 in 2002)                                                12,758                -               45,000                -
                                                            ---------------    ---------------     --------------    ---------------
Net Income                                                    $     61,928       $     57,669       $     87,152       $     52,136
                                                            ===============    ===============     ==============    ===============
Earnings per Share from Continuing Operations:
    Basic                                                     $        .30                          $        .26
                                                            ===============                        ==============
    Diluted                                                   $        .30                          $        .25
                                                            ===============                        ==============
Earnings per Share (g):
    Basic                                                     $        .38                          $        .53
                                                            ===============                        ==============
    Diluted                                                   $        .37       $        .35       $        .51      $         .31
                                                            ===============    ===============     ==============    ===============
Weighted Average Shares:
    Basic                                                          163,427                               163,214
                                                            ===============                        ==============
    Diluted                                                        167,812            167,812            175,248            175,248
                                                            ===============    ===============     ==============    ===============

(a)  Reported results were determined in accordance with U.S. generally accepted accounting principles (GAAP).
(b)  Adjusted results are non-GAAP measures and exclude inventory charges (note c), amortization of acquisition-related intangible
     assets, restructuring and other costs/income (note d), certain other income/expense (note e), the tax consequences of these
     items and other tax benefit (note f), and gain on disposal of discontinued operations.
(c)  Reported results in 2003 include $71,000 of charges primarily for the sale of inventories revalued at the date of acquisition.
     Reported  results in 2002 include $5,563,000 of inventory writedowns for the abandonment of a product line and $286,000 of
     charges for the sale of inventories revalued at the date of acquisition.
(d)  Reported results in 2003 include  restructuring  and other items consisting principally of severance; abandoned facility and
     other expenses of real estate consolidation; and legal/advisory fees associated with a reorganization of the company's non-U.S.
     subsidiary structure. Reported results in 2002 include restructuring and other items consisting principally of severance;
     abandoned facility and other expenses of real estate consolidation; net losses on the sale of a business and  property; and
     legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure.
(e)  Reported results include $5,950,000 of gains from the sale of shares of Thoratec Corporation in 2003, and $16,937,000 of gains
     from the sale of shares of FLIR Systems, Inc. in 2002. Reported results also include losses of $498,000 in 2002 on the early
     retirement of debt. These items have been excluded from adjusted results.
(f)  Adjusted provision for income taxes excludes $5,871,000 and $3,606,000 of incremental tax benefit in 2003 and 2002,
     respectively, for the items in (b) through (e) and in 2003 excludes $3,715,000 of tax benefit from the sale of a business.
(g)  Reported earnings per share and adjusted earnings per share exclude interest expense on convertible debentures of $413,000
     and $2,154,000, net of tax, in 2003 and 2002, respectively, for the assumed conversion of such convertible debentures.






                                                                                                                

Segment Data (h)(i)(j)(k)                                                                                 Three Months Ended
                                                                                                -----------------------------------
(In thousands except percentage amounts)                                                           Dec. 31, 2003      Dec. 28, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                         $   376,723        $   332,687
                                                                                                ----------------    ---------------

  GAAP Operating Income                                                                                 56,007             47,600
  Cost of Revenue Charges (l)                                                                              -                   21
  Restructuring and Other Items (m)                                                                     10,457             12,096
  Amortization of Acquisition-related Intangible Assets                                                  1,684              1,774
                                                                                                ----------------    ---------------
  Adjusted Operating Income                                                                        $    68,148        $    61,491
                                                                                                ----------------    ---------------
  GAAP Operating Margin                                                                                  14.9%              14.3%
  Adjusted Operating Margin                                                                              18.1%              18.5%

Measurement and Control
  Revenues                                                                                         $   153,216        $   175,646
                                                                                                ----------------    ---------------

  GAAP Operating Income                                                                                  9,473              9,797
  Cost of Revenue Charges (l)                                                                               71                 54
  Restructuring and Other Items (m)                                                                      4,099              7,089
  Amortization of Acquisition-related Intangible Assets                                                    647                763
                                                                                                ----------------    ---------------
  Adjusted Operating Income                                                                        $    14,290        $    17,703
                                                                                                ----------------    ---------------
  GAAP Operating Margin                                                                                   6.2%               5.6%
  Adjusted Operating Margin                                                                               9.3%              10.1%

Optical Technologies
  Revenues                                                                                         $    56,817        $    64,000
                                                                                                ----------------    ---------------
  GAAP Operating Income (Loss)                                                                            (847)            (7,757)
  Cost of Revenue Charges (l)                                                                              -                5,774
  Restructuring and Other Items (m)                                                                      4,137              1,766
  Amortization of Acquisition-related Intangible Assets                                                    171                274
                                                                                                ----------------    ---------------

  Adjusted Operating Income                                                                        $     3,461        $        57
                                                                                                ----------------    ---------------
  GAAP Operating Margin                                                                                  (1.5%)            (12.1%)
  Adjusted Operating Margin                                                                               6.1%               0.1%

Consolidated (including Corporate Costs)
  Revenues                                                                                         $   583,409        $   568,745
                                                                                                ----------------    ---------------
  GAAP Operating Income                                                                                 54,815             38,672
  Cost of Revenue Charges (l)                                                                               71              5,849
  Restructuring and Other Items (m)                                                                     21,462             21,369
  Amortization of Acquisition-related Intangible Assets                                                  2,502              2,811
                                                                                                ----------------    ---------------

  Adjusted Operating Income                                                                        $    78,850        $    68,701
                                                                                                ----------------    ---------------
  GAAP Operating Margin                                                                                   9.4%               6.8%
  Adjusted Operating Margin                                                                              13.5%              12.1%

(h)  GAAP operating income (loss) and GAAP operating  margin were determined in accordance with U.S. generally accepted accounting
      principles.
(i)  Adjusted operating income and adjusted operating margin are non-GAAP measures and exclude the items in notes (c) and (d)and
     amortization of acquisition-related intangible assets.
(j)  Segment data for 2002 has been revised, consistent with the presentation in 2003, to reflect a realignment of several
     businesses among the segments and for an  allocation to the segments of some costs previously reported as corporate expenses.
(k)  Depreciation expense in 2003 was $5,752,000 at Life and Laboratory Sciences, $3,018,000 at Measurement and Control, $2,854,000
     at Optical Technologies, and $12,460,000 Consolidated.  Depreciation expense in 2002 was $5,403,000 at Life and Laboratory
     Sciences, $2,549,000 at Measurement and Control, $2,688,000 at Optical Technologies, and $11,366,000 Consolidated.
(l)  Includes items described in note (c).
(m)  Includes items described in note (d).



Consolidated Statement of Income


                                                                                                           
                                                                                           Twelve Months Ended
                                                            ------------------------------------------------------------------------
                                                                      Dec. 31, 2003                         Dec. 28, 2002
                                                            ---------------------------------          -----------------------------
(In thousands except per share amounts)                        Reported (a)      Adjusted (b)       Reported (a)        Adjusted (b)
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues                                                      $  2,097,135       $  2,097,135       $  2,086,355        $ 2,086,355
                                                            ---------------    --------------    ----------------     --------------
Costs and Operating Expenses:
   Cost of revenues (c)                                          1,149,120          1,149,049          1,158,979          1,149,853
   Selling, general, and administrative expenses                   558,234            558,234            556,337            556,337
   Amortization of acquisition-related intangible assets             9,904               -                 8,319                -
   Research and development expenses                               146,394            146,394            155,121            155,121
   Restructuring and other costs, net (d)                           48,709               -                52,146                -
                                                            ---------------    --------------    ----------------     --------------
                                                                 1,912,361          1,853,677          1,930,902          1,861,311
                                                            ---------------    --------------    ----------------     --------------
Operating Income                                                   184,774            243,458            155,453            225,044
Interest Income                                                     19,673             19,673             47,874             47,874
Interest Expense                                                   (18,676)           (18,676)           (40,916)           (40,916)
Other Income, Net (e)                                               32,862              3,905            124,083             14,143
                                                            ---------------    --------------    ----------------     --------------

Income from Continuing Operations Before Income Taxes and
  Minority Interest                                                218,633            248,360            286,494            246,145
Provision for Income Taxes (f)                                     (45,936)           (66,809)           (92,465)           (75,058)
Minority Interest Income (f)                                          -                  -                   331                324
                                                            ---------------    --------------    ----------------     --------------

Income from Continuing Operations                                  172,697            181,551            194,360            171,411
Gain on Disposal of Discontinued Operations (net of income tax
  provision of $8,141 in 2003; includes tax benefit
  of $21,008 in 2002)                                               27,312               -               115,370               -
                                                            ---------------    --------------    ----------------     --------------

Net Income                                                    $    200,009       $    181,551       $    309,730       $    171,411
                                                            ===============    ==============    ================     ==============
Earnings per Share from Continuing Operations:
    Basic                                                     $       1.06                          $       1.15
                                                            ===============                      ================
    Diluted                                                   $       1.04                          $       1.12
                                                            ===============                      ================
Earnings per Share (g):
    Basic                                                     $       1.23                          $       1.84
                                                            ===============                      ================
    Diluted                                                   $       1.20       $       1.09       $       1.73       $        .99
                                                            ===============    ==============    ================     ==============
Weighted Average Shares:
    Basic                                                          162,713                               168,572
                                                            ===============                      ================
    Diluted (h)                                                    170,730            170,730            186,611            185,824
                                                            ===============    ==============    ================     ==============

(a)  Reported results were determined in accordance with U.S. generally accepted accounting principles(GAAP).
(b)  Adjusted results are non-GAAP measures and exclude inventory charges (note c), amortization of acquisition-related intangible
     assets, restructuring and other costs/income (note d), certain other income/expense (note e), the tax consequences of these
     items and other tax benefit (note f), and gain on disposal of discontinued operations.
(c)  Reported results in 2003 include $71,000 of charges primarily for the sale of inventories revalued at the date of acquisition.
     Reported results in 2002 include charges of $6,722,000 of inventory writedowns for the abandonment of product lines and
     $2,404,000 of charges for the sale of inventories revalued at the date of acquisition.
(d)  Reported results in 2003 include restructuring  and other items consisting principally of severance; abandoned facility and
     other expenses of real estate consolidation; a writedown to disposal value of a product line and a business that were sold in
     October 2003; net gains on the sale of a product line and property; and legal/advisory fees associated with a reorganization
     of the company's non-U.S. subsidiary structure.  Reported results in 2002 include restructuring and other items consisting
     principally of charges for abandoned equipment at Spectra-Physics; severance; abandoned facility and other expenses of real
     estate consolidation; cancellation penalties on capital equipment purchases; impairment of abandoned assets; and legal/advisory
     fees associated with a reorganization of the company's non-U.S. subsidiary structure. These items are net of gains on the sale
     of businesses.
(e)  Reported results include $16,279,000 of gains from the sale of shares of Thoratec Corporation in 2003, and  $13,654,000 and
     $111,432,000 of gains from the sale of shares of FLIR Systems, Inc. in 2003 and 2002, respectively.   Reported results also
     include losses of $976,000 and $1,492,000 in 2003 and 2002, respectively, on the early retirement of debt. These items have
     been excluded from adjusted results.
(f)  Adjusted results exclude $8,132,000 of incremental tax benefit in 2003, and $17,407,000 and $7,000 of incremental tax provision
     and minority interest income, respectively, in 2002, for the items in (b) through (e) and in 2003 exclude $9,026,000 of tax
     benefit from the reversal of a valuation allowance due to expected utilization of foreign tax credit carryforwards and
     $3,715,000 of tax benefit from the sale of a business.
(g)  Reported earnings per share excludes interest expense on convertible debentures of $4,830,000 and $13,986,000, net of tax, in
     2003 and 2002, respectively, for the assumed conversion of such convertible debentures.  Adjusted earnings per share excludes
     interest expense on convertible debentures of $4,830,000 and $13,198,000, net of tax, in 2003 and 2002, respectively, for the
     assumed conversion of such convertible debentures.
(h)  Adjusted weighted average diluted shares reflect the dilutive effect on the convertible debentures of the adjustments to net
     income as described in notes (b) through (g).






                                                                                                                  

Segment Data (i)(j)(k)(l)                                                                                 Twelve Months Ended
                                                                                             ---------------------------------------
(In thousands except percentage amounts)                                                           Dec. 31, 2003       Dec. 28, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                         $ 1,291,430        $ 1,204,232
                                                                                                 ----------------    ---------------
  GAAP Operating Income                                                                                182,589            172,910
  Cost of Revenue Charges (m)                                                                             -                 1,251
  Restructuring and Other Items (n)                                                                     21,808             17,968
  Amortization of Acquisition-related Intangible Assets                                                  6,591              5,630
                                                                                                 ----------------    ---------------
  Adjusted Operating Income                                                                        $   210,988        $   197,759
                                                                                                 ----------------    ---------------
  GAAP Operating Margin                                                                                   14.1%              14.4%
  Adjusted Operating Margin                                                                               16.3%              16.4%

Measurement and Control
  Revenues                                                                                         $   606,197        $   636,025
                                                                                                 ----------------    ---------------
  GAAP Operating Income                                                                                 44,549             45,862
  Cost of Revenue Charges (m)                                                                               71              1,384
  Restructuring and Other Items (n)                                                                     10,214             12,226
  Amortization of Acquisition-related Intangible Assets                                                  2,446              1,613
                                                                                                 ----------------    ---------------
  Adjusted Operating Income                                                                        $    57,280        $    61,085
                                                                                                 ----------------    ---------------
  GAAP Operating Margin                                                                                    7.3%               7.2%
  Adjusted Operating Margin                                                                                9.4%               9.6%

Optical Technologies
  Revenues                                                                                         $   211,758        $   258,640
                                                                                                 ----------------    ---------------
  GAAP Operating Loss                                                                                  (11,731)           (30,986)
  Cost of Revenue Charges (m)                                                                             -                 6,491
  Restructuring and Other Items (n                                                                      11,559             19,391
  Amortization of Acquisition-related Intangible Assets                                                    867              1,076
                                                                                                 ----------------    ---------------
  Adjusted Operating Income (Loss)                                                                 $       695        $    (4,028)
                                                                                                 ----------------    ---------------
  GAAP Operating Margin                                                                                  (5.5%)            (12.0%)
  Adjusted Operating Margin                                                                                0.3%             (1.6%)

Consolidated (including Corporate Costs)
  Revenues                                                                                         $ 2,097,135        $ 2,086,355
                                                                                                 ----------------    ---------------
  GAAP Operating Income                                                                                184,774            155,453
  Cost of Revenue Charges (m)                                                                               71              9,126
  Restructuring and Other Items (n)                                                                     48,709             52,146
  Amortization of Acquisition-related Intangible Assets                                                  9,904              8,319
                                                                                                 ----------------    ---------------
  Adjusted Operating Income                                                                        $   243,458        $   225,044
                                                                                                 ----------------    ---------------
  GAAP Operating Margin                                                                                    8.8%               7.5%
  Adjusted Operating Margin                                                                               11.6%              10.8%

(i)  GAAP operating income (loss)and GAAP operating margin were determined in accordance with U.S. generally accepted accounting
     principles.
(j)  Adjusted operating income (loss) and adjusted operating margin are non-GAAP measures and exclude the items in notes (c)and (d)
     and amortization of acquisition-related intangible assets.
(k)  Segment data for 2002 has been revised, consistent with the presentation in 2003, to reflect a realignment of several
     businesses among the segments and for an  allocation  to the  segments of some costs previously reported as corporate expenses.
(l)  Depreciation expense in 2003 was $23,211,000 at Life and Laboratory Sciences, $10,698,000 at Measurement and Control,
     $11,523,000 at Optical Technologies, and $48,644,000 Consolidated.  Depreciation expense in 2002 was $21,616,000 at Life and
     Laboratory Sciences, $11,065,000 at Measurement and Control, $12,496,000 at Optical Technologies, and $48,057,000 Consolidated.
(m)  Includes items described in note (c).
(n)  Includes items described in note (d).





                                                                                                                
Condensed Consolidated Balance Sheet

(In thousands)                                                                                     Dec. 31, 2003       Dec. 28, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Current Assets:
  Cash and cash equivalents                                                                            303,912            339,038
  Short-term available-for-sale investments                                                            114,326            536,430
  Accounts receivable, net                                                                             460,926            429,740
  Inventories                                                                                          343,758            332,804
  Other current assets                                                                                 172,334            133,547
                                                                                                -----------------    ---------------
                                                                                                     1,395,256          1,771,559
                                                                                                -----------------    ---------------
Property, Plant, and Equipment, Net                                                                    300,702            272,908
                                                                                                -----------------    ---------------
Other Assets                                                                                           135,834            190,803
                                                                                                -----------------    ---------------
Goodwill                                                                                             1,557,177          1,416,205
                                                                                                -----------------    ---------------
                                                                                                   $ 3,388,969        $ 3,651,475
                                                                                                =================    ===============
Current Liabilities:
  Short-term obligations and current maturities of long-term obligations                           $    41,098        $   484,480
  Other current liabilities                                                                            638,812            619,240
                                                                                                -----------------    ---------------
                                                                                                       679,910          1,103,720
                                                                                                -----------------    ---------------
Long-term Deferred Income Taxes and Other Long-term Liabilities                                         91,861             66,137
                                                                                                -----------------    ---------------
Long-term Obligations:
  Senior notes                                                                                         137,874            141,032
  Subordinated convertible obligations                                                                  77,234            304,549
  Other                                                                                                 19,284              5,760
                                                                                                -----------------    ---------------
                                                                                                       234,392            451,341
                                                                                                -----------------    ---------------
Total Shareholders' Equity                                                                           2,382,806          2,030,277
                                                                                                -----------------    ---------------
                                                                                                   $ 3,388,969        $ 3,651,475
                                                                                                =================    ===============