10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

for Annual and Transition Reports Pursuant to

Sections 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)

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

For the fiscal year ended January 2, 2005

or

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

For the transition period from                              to

Commission file number 001-5075

PerkinElmer, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	04-2052042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
45 William Street, Wellesley, Massachusetts	02481
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(781) 237-5100

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $1 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes þ        No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.        þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).        Yes þ        No ¨

The aggregate market value of the common stock, $1 par value per share, held by nonaffiliates of the registrant on June 25, 2004, was $2,442,803,134 based upon the last reported sale of the common stock on that date.

As of March 7, 2005, there were outstanding 129,539,923 million shares of common stock, $1 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of PerkinElmer, Inc.’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 26, 2005 are incorporated by reference into Part III of this Form 10-K

TABLE OF CONTENT S

		Page
PART I
Item 1.	Business	1
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	13
Executive Officers of the Registrant		14
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	90
Item 9A.	Controls and Procedures	90
Item 9B.	Other Information	92
PART III
Item 10.	Directors and Executive Officers of the Registrant	92
Item 11.	Executive Compensation	93
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	93
Item 13.	Certain Relationships and Related Transactions	93
Item 14.	Principal Accountant Fees and Services	93
PART IV
Item 15.	Exhibits and Financial Statement Schedules	94
Signatures		100
Exhibit Index		102

PART I

Item 1.    Business

Overview

We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets, commonly referred to as the health sciences and industrial sciences markets. We design, manufacture, market and service products and systems within three businesses, each constituting one reporting segment:

• Life and Analytical Sciences. We are a leading provider of drug discovery, genetic screening and environmental and chemical analysis tools, including instruments, reagents, consumables and services.

• Optoelectronics. We provide a broad range of digital imaging, sensor and specialty lighting components used in biomedical, consumer products and other specialty end markets.

• Fluid Sciences. We provide a variety of precision valves, seals, bellows and pneumatic joints for critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication equipment.

The health sciences markets include all of the businesses in our Life and Analytical Sciences reporting segment and the medical imaging, elements of the medical sensors and lighting businesses in our Optoelectronics reporting segment. The industrial sciences markets include the remaining businesses in our Optoelectronics reporting segment and all of the businesses in our Fluid Sciences reporting segment.

In fiscal 2004, we had $1,687.2 million in sales from continuing operations.

We are a Massachusetts corporation, founded in 1947. Our headquarters are in Wellesley, Massachusetts, and we market our products and systems in more than 125 countries. As of January 2, 2005, we had approximately 10,000 employees. Our common stock is listed on the New York Stock Exchange, and we are a component of the S&P 500 Index.

We maintain a website with the address http://www.perkinelmer.com/. We are not including the information contained in our website as part of, or incorporating it by reference into, this annual report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission.

Significant Developments

As part of our efforts to focus and grow our core businesses, we have taken the following significant measures in recent years.

Acquisition of Elcos AG. In February 2005, we acquired Elcos AG, a leading European designer and manufacturer of custom light emitting diode, or LED, solutions for biomedical and industrial applications. The transaction combines Elcos’ visible LED technology platform and strong customer and application base with our global sales, application and support organization, therefore expanding the sales growth opportunities for the Elcos technology.

American Job Creation Act. The homeland investment provisions of the American Jobs Creation Act enacted October 22, 2004, provides us with the opportunity to repatriate earnings from our foreign subsidiaries in a more tax and cash flow efficient manner.

Computer-To-Plate Business. In September 2004, our Board of Directors approved a plan to shut down our Computer-To-Plate business as part of our continued efforts to focus on higher growth opportunities. We reflected this business as a discontinued operation for all periods presented in this annual report on Form 10-K. The abandonment of this business resulted in a $1.0 million pre-tax loss related to a write-down of fixed assets and inventory. We recognized this loss during fiscal 2004 as a loss on the disposition of discontinued operations.

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Electroformed Products and Ultraviolet Lighting Businesses. In June 2004, our Board of Directors approved, and we executed, separate plans to shut down our Electroformed Products business and sell our Ultraviolet Lighting business as part of our continued efforts to focus on higher growth opportunities. We reflect these businesses as discontinued operations for all periods presented in this annual report on Form 10-K. The net assets of the Electroformed Products business were written off, resulting in a $1.6 million pre-tax loss in fiscal 2004. We sold the fixed assets and inventory of the Ultraviolet Lighting business in July 2004 for their approximate book value.

Other Operations Classified as Discontinued. Included in this Form 10-K are the financial results of other operations that were discontinued or sold prior to fiscal 2004. These include our Telecommunications Component and Entertainment Lighting businesses which were approved for shut down by our Board of Directors in June 2002, our Security and Detection Systems business which was sold in June 2002, and our Technical Services Business which was sold in August 1999. We reflected these businesses as discontinued operations for all periods presented in this annual report on Form 10-K.

Life and Analytical Sciences

Our Life and Analytical Sciences business unit is a leading provider of drug discovery, genetic screening and environmental and chemical analysis tools, including instruments, reagents, consumables, and services. Our instruments are used in daily applications for scientific research and clinical applications. Our research products provide the fundamental tools necessary for a variety of testing applications that are critical to the development of many of our customers’ new products.

Our Life and Analytical Sciences business helps our customers solve complex analytical problems encountered in drug discovery, genetic screening and environmental and chemical analysis laboratories. In fiscal 2004, our Life and Analytical Sciences business generated sales of $1,062.8 million.

For drug discovery, we offer a wide range of systems comprised of instrumentation, software and consumables, including reagents, based on our core expertise in fluorescence, chemiluminescence, radioactive labeling and the detection of nucleic acids and proteins.

For genetic screening and clinical laboratories, we provide instrumentation, software, reagents and analysis tools to test for various inherited disorders in newborns and to monitor risk factors during pregnancy. These clinical screening programs help by identifying women at risk during pregnancy and newborn babies at risk from inherited metabolic or endocrinological disorders. We sell our genetic screening solutions to public health authorities and private health care organizations around the world.

For chemical analysis, we offer analytical tools employing technologies such as molecular and atomic spectroscopy, high performance liquid chromatography, gas chromatography and thermal analysis. Our instruments and related application solutions measure a range of substances from bio-molecular matter to organic and inorganic chemicals. We sell these products to pharmaceutical manufacturers and customers in the environmental, food and beverage and chemical markets. These customers use our instruments in various applications to verify the identity, quality or composition of the materials they examine.

For service and support, we offer customers a range of products including service plans, first-year warranties, training, and preventive maintenance. OneSource^®, our managed maintenance service plan, helps customers consolidate the essential maintenance and equipment management needs of their laboratory(s).

Principal Products. The principal products of our Life and Analytical Sciences business include:

• Chemical and biological reagents, such as LANCE^TM and AlphaScreen^™ assay technologies, fluorescent labeled probes and cloned receptors, are used in and support a broad and flexible range of assays used in high throughput screening for drug discovery, functional genomics, proteomics, and genotyping.

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• DELFIA^® Xpress. Our random access platform for maternal health clinics and laboratories has been expanded for use in 2^nd trimester risk assessment. The introduction of two new analytes in 2004 enables the more efficient triple test screening of human alphafetoprotein, or AFP, Free hCGbeta and Estriol.

• prOTOF^™ 2000 MALDI O-TOF mass spectrometer. This instrument features MALDI-TOF technology for the identification and characterization of proteins.

• LABWORKS^™ ES Laboratory Information Management System (LIMS). This robust information management system enables scientists to store, share and create reports on laboratory data in both small and large laboratory environments.

• EnVision^™. This high throughput screening plate reader combines luminescence homogeneous assay technology with a high capacity high throughput screening plate reader to provide excellent results, versatility and ease-of-use with high sensitivity and wide dynamic range.

• UltraVIEW^™. This fully automated, high-resolution, live cell imaging system allows for the observation and measurement of cellular and molecular processes in proteomics applications.

• Spectrum^™ Spotlight^™ 300 FT-IR Imaging System. This system enables rapid extraction and analysis of data on molecular composition from a wide range of materials. The 300’s speed and ability to complement other imaging techniques improves problem solving time and extends infrared, or IR, analysis to many applications.

• ViewLux^™. This ultra high throughput microplate imager offers high sensitivity and fast measurement of light from fluorescence polarization, fluorescence intensity, time-resolved fluorescence, luminescence and absorbance assays.

• The PerkinElmer^® family of inorganic analysis instrumentation, including the AAnalyst^™ series of atomic absorption spectrometers, the Optima^™ family of inductively coupled plasma, or ICP, spectrometers and the ELAN^® family of ICP mass spectrometers. These instruments are used in the environmental and chemical industries, among others, to determine the elemental content of a sample.

• The Clarus^® 500 gas chromatograph, mass spectrometer and TurboMatrix^™ family of sample-handling equipment. These instruments are used for compound identification and quantitation in industries such as environmental, petrochemical, forensics, food, pharmaceutical and semiconductor.

New Products. New product releases by our Life and Analytical Sciences business include:

• CellLux^™. This is a flexible system for cellular assay development and screening, offering high performance in intracellular calcium, membrane potential and ion channel assays. The CellLux can be either a standalone workstation or integrated into a robotic system.

• TruPoint^™ Beta-Secretase assay kits. These kits enable the detection of enzymes in biological samples, as well as screening for enzyme inhibitors in high-throughput screening. They consist of four components: a betasecretase, or BACE1, substrate, BACE1 reaction buffers, BACE1 stop solutions and four 384-well OptiPlates. The reagents are enough for 1536 assays when using 384-well plates.

• FlashBlue^™ GPCR. These scintillating beads are used in receptor binding for all phases of screening – assay development through high throughput screening, or HTS, through profiling studies. The beads provide platforms for all applications, including enzyme, protein and functional assays, and receptor binding assays.

• Optima^™ 2100/5000 Series ICP-OES. These inductively coupled plasma systems offer updated and new features to further increase laboratory analytical capability and productivity.

• ProScanArray^™ and ScanArray^™ G_X.    This series of microarray scanners for supporting both proteomic and genomic array-based applications, is designed to integrate image acquisition and analysis for proteomic and genomic applications through our exclusive ProScanArray Express software.

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• ProEXPRESSION Protein Fractionation Kits.    These kits deliver efficient, reproducible, microscale fractionation protocols for complex protein mixtures using patented membrane adsorber, or MA, chromatography technology from Vivascience AG combined with PerkinElmer’s proprietary buffers and elution chemistries.

• MultiPROBE^® II Forensic Workstation.    This is an automated system to deliver DNA processing procedures including isolation, quantification setup, or QPCR, normalization and dilution, and typing polymerase chain reaction, or PCR, setup. The workstation offers onboard liquid handling with the added benefit of bundled forensic application options to provide complete walk-away automation of forensic DNA analysis.

Brand Names.    Our Life and Analytical Sciences reporting segment offers its products under various brand names, including Wallac^™, Packard^™, NEN^®, AAnalyst^™, Clarus^®, OneSource^®, LABWORKS^™, Pyris^™, Spectrum^™, Optima^™, DELFIA^®, ImageTrak^™, UltraView^™, prOTOF^™, Victor^™, LANCE^™, ELAN^®, and ViewLux^™

Optoelectronics

Our Optoelectronics business unit provides a broad range of digital imaging, sensor and specialty lighting components used in biomedical, consumer products, and other specialty end markets. For fiscal 2004, our Optoelectronics business unit generated sales of $380.6 million.

We are a leading supplier of amorphous silicon digital x-ray detectors, a technology for medical imaging and radiation therapy. Amorphous silicon digital x-ray detectors replace film and produce improved image resolution and diagnostic capability for use in radiography, angiography, cardiac and cancer treatment. The amorphous silicon technology is important to medical imaging applications as well as to nondestructive testing, or NDT, for areas such as homeland security.

We have significant expertise in optical sensor technologies, with products used in a variety of applications. Examples include sample detection in life sciences instruments, x-ray luggage screening, safety and security applications such as smoke detectors, HVAC controls, document handling/sorting, smart weaponry and non-contact temperature measurements for applications such as ear thermometers.

Our specialty lighting technologies include xenon flashtubes, ceramic xenon light sources, intense pulsed light and laser pump sources. These products are used in a variety of applications, including digital and analog cameras, mobile phones, medical endoscopy equipment, aesthetic applications including hair removal and skin rejuvenation, laser machine tools and home theater projectors.

Principal Products.    The principal products of our Optoelectronics business include:

• Health Sciences

— Amorphous silicon digital x-ray detectors, an enabling technology for digital x-ray imaging that replaces film and produces improved image resolution and diagnostic capability in applications such as radiography, cardiology, angiography and cancer treatments.

— Cermax^® Xenon short arc lamps and fiber optic light sources used in diagnostic and surgical endoscopes, surgical headlamps, microscopes and phototherapy systems.

— A wide range of optical detectors and light sources used in analytical instruments, drug discovery tools and clinical diagnostic systems. The detectors include charge coupled devices, avalanche photodiodes, photodiode arrays, channel photo multipliers, and our unique single photon counting module. The light sources include our Cermax^® Xenon short arc lamps described above as well as our line of guided arc xenon flash lamps. We also produce ultraviolet-visible range spectrometer sub-systems based on the above components.

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— Thermopile temperature sensors used in digital ear thermometers.

• Industrial Sciences

— Xenon flashtubes for use in digital still cameras, 35mm compact cameras and single use cameras.

— Optical sensors used in a variety of safety and security applications, including x-ray luggage screening and smoke alarms, consumer applications such as laser printers, copiers, HVAC systems and monitoring of harmful gases in households, various automotive applications and smart weaponry.

— Linear xenon and argon flashlamps used in solid state lasers in machine tools and other industrial applications.

— Charge-coupled device cameras, which are used to detect defects in manufacturing processes, pilot vision systems and document sorting.

— A range of products used in military and aerospace applications including lighting, detonators, power supplies and other specialty components.

— Cermax^® Xenon lamps are utilized in front projection and rear projection applications for home theater and larger venues such as conference rooms and auditoriums due to Cermax’s ability to deliver the required brightness while minimizing sacrifices in color performance.

New Products.    New product releases by our Optoelectronics business include:

• XL3000 Fiber Optic Illumination System, a new high-intensity xenon fiber optic illumination system which, using PerkinElmer’s patented Cermax^® Xenon lighting technology, is used for integration into medical OEMs’ endoscopy equipment.

• Higher performance amorphous silicon flat panel detectors for medical oncology and industrial imaging applications. Our new 1620 and 1640 AN detectors offer improved imaging performance and higher frame rates without sacrificing image resolution. The amorphous flat panel detector is a digital x-ray detector using a glass substrate, and is used in image guided radiation therapy product lines and non-destructive industrial testing to deliver advanced, high-quality images.

• MultiBlue^™: The new MultiBlue Biotech CCD camera system with its convenient plug-and-play interface and multipurpose functionality is being targeted for instrumentation for gene research and therapy, genomic/proteomic sequencing and expression, gel documentation and drug discovery.

• PMY 151 Smart Natural Gas Sensor, a new “smart” sensor for use in detecting/monitoring natural gas in homes, and representing a technology platform to further develop CO₂ sensors for automotive applications. The sensor is based on non-dispersive infrared absorption, or NDIR, technology.

• Miniaturized photoflash technology: High quality, compact xenon flash lamps and modules used in mobile phone and other digital cameras, providing significant improvements over light emitting diodes, or LEDs, in increased light output and brightness levels, improved color temperature, reduced shutter speeds and lower cost.

Brand Names.    Our Optoelectronics business offers its products under various brand names, including Cermax^®, Heimann^™, ColdBlue^™, MultiBlue^™, Power Systems, Amorphous Silicon and Reticon^®.

Fluid Sciences

Our Fluid Sciences business provides a variety of precision valves, seals, bellows and pneumatic joints for critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication facilities. This business has an extensive network of strategic alliances with major original equipment manufacturers worldwide. For fiscal 2004, our Fluid Sciences business generated sales of $243.8 million.

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In the aerospace market, we are a leading provider of sealing and pneumatic systems for large commercial transport aircraft, military, business and regional jets. Most major aircraft and turbine engine manufacturers use our products to reduce leakage and improve reliability. For example, we design and produce high-pressure accumulators used to moderate pressure in hydraulic systems that provide additional hydraulic power when heavy demands are placed on the system. New fleet orders and maintenance on existing aircraft generally create demand for our aerospace products and services.

In the semiconductor equipment market, we provide components, sub-assembly integration and processing services to many of the world’s leading semiconductor equipment manufacturers. Our bellows sealing and linear motion devices are used on wafer-processing equipment manufactured by the world’s leading semiconductor equipment manufacturers. Building upon our understanding of our customers’ needs, we have expanded our product offerings to include a broad range of assemblies and related after-market services used in semiconductor wafer-processing equipment and maintenance.

We also provide static and dynamic seals that reduce emissions and improve efficiency on many new power generation equipment platforms. Our fluid testing business has been providing fuel and lubricant testing services for almost 50 years to the gasoline refining and petrochemical industries.

Principal Products. The principal products of our Fluid Sciences business include:

• Rigid E-Seal Joints^™ form the basis for the industry standard as connectors that enable easier installation and removal of pneumatic ducting, values and engine accessory equipment.

• Flexible joints and ducting systems used in aircraft environmental control systems and for other engine bleed air system applications such as anti-icing and air starters.

• Dynamic seals and aftermarket repair services, including pressure-balanced face seals, circumferential segmented seals, controlled gap clearance seals, hydrodynamic seals, swivel seals, brush seals and welded metal bellows seals.

• A broad range of static seals, including C-Seals, E-Seals^™ and U-Plex Seals^™ that increase system efficiencies, minimize leakage and decrease the cost of sealing interfaces.

• Bellows seals, devices and assemblies used as accumulators and aneroids and for a variety of sensing, lifting, storage and compensating applications in aerospace, power generation and semiconductor equipment.

• Solenoid valves and next-higher level assemblies that provide actuation or control on aircraft pneumatic, fuel and hydraulic systems.

• Surface treatment processes for semiconductor wafer process equipment that reduce process variability and increase yield.

• Patented, high-pressure, maintenance-free accumulator technology for new higher-pressure systems, which improves the life and reliability of aircraft accumulators and is less sensitive to fluid contamination and aging effects than piston or bladders accumulators.

• Sealing solutions including swivel seals for fossil fuel drilling applications designed to reduce equipment downtime.

• Valves for emerging fuel cell technology programs that enable customers to use higher pressures and control temperatures to improve fuel cell system performance.

In addition, our Fluid Sciences business is experiencing increased opportunities to supply higher value, vertically integrated assemblies and after-market services to the general aerospace end markets as well as semiconductor wafer-processing equipment manufacturers.

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New Products. New product releases by our Fluid Sciences business include:

• Advanced Brush Seals—Brush seals improve thrust and reduce specific fuel consumption in the secondary flow paths of aircraft engines. In addition, they are under evaluation for use by airlines and repair stations in the direct end user market. Advanced brush seals offer even further reduced fuel consumption.

• Semiconductor Uniformity Testing services—Semiconductor processing requires the deposition of very thin films on the wafer. The thin film thickness is tightly controlled in production, requiring temperature uniformity over the wafer surface. Our testing services measure this critical temperature uniformity in production heaters in the semiconductor industry.

• Fully-Instrumented Maintenance-Free Accumulator, or FIMFA—A design used on production aircraft that is capable of monitoring gas pressure throughout the aircraft’s service life. The accumulator sends electronic data to the cockpit regarding the accumulator’s operational condition, minimizing or eliminating the need for periodic or routine pressure-check inspections and therefore reducing maintenance costs.

Brand Names. Our Fluid Sciences business offers its products under various brand names, including Belfab^®, Callisto^™, Centurion^™, U-Plex Seals^™, E-Seals^™, Rigid E-Seal Joints^™ and PressureScience^™.

Marketing

All of our businesses market their products and services directly through their own specialized sales forces. As of January 2, 2005, we had approximately 2,600 internally employed sales and service representatives operating in approximately 40 countries and marketing products and services in approximately 125 countries. In addition, in geographic regions where we do not have a sales and service presence, we utilize distributors to sell our products.

Raw Materials and Supplies

Each of our businesses uses raw materials and supplies that are generally readily available in adequate quantities from domestic and foreign sources. We typically do not have long-term contracts with any of our suppliers. In some cases, we may rely on a single supplier for particular items, although we believe that we could obtain these items from alternative suppliers, if necessary.

Intellectual Property

We own numerous United States and foreign patents and have patent applications pending in the United States and abroad. We also license intellectual property rights to and from third parties, some of which bear royalties and are terminable in specified circumstances. In addition to our patent portfolio, we possess a wide array of unpatented proprietary technology and know-how. We also own numerous United States and foreign trademarks, registered trademarks and trade names for a variety of our product names, and have applications for the registration of trademarks and trade names pending in the United States and abroad. We believe that patents and other proprietary rights are important to the development of each of our reporting segments, but we also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain the competitive position of each of our reporting segments. We do not believe that the loss of any one patent or other proprietary right would have a material adverse effect on our overall business or on any of our reporting segments.

In some cases, we may participate in litigation or other proceedings to defend against or assert claims of infringement, to enforce our patents or our licensors’ patents, to protect our trade secrets, know-how or other intellectual property rights, or to determine the scope and validity of our or third parties’ intellectual property rights. Litigation of this type could result in substantial cost to us and diversion of our resources. An adverse

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outcome in any litigation or proceeding could subject us to significant liabilities or expenses, require us to cease using disputed intellectual property or cease the sale of a commercial product or require us to license the disputed property from third parties. We are currently one of several parties defending litigation brought by Enzo Biochem, Inc. and Enzo Life Sciences, Inc. alleging that our Life and Analytical Sciences business breached our distributorship and settlement agreements with the plaintiffs, infringed the plaintiffs’ patents, engaged in unfair competition and fraud and committed torts against the plaintiffs by, among other things, engaging in commercial development and exploitation of the plaintiffs’ patented products and technology, separately and together with the other defendants. See “Item 3. Legal Proceedings” for a discussion of this matter.

Backlog

We believe that backlog is not a meaningful indicator of future business prospects for any of our business units due to the short lead time required on a majority of our sales. Therefore, we believe that backlog information is not material to an understanding of our business.

Competition

Because of the wide range of our products and services, we face many different types of competition and competitors. This affects our ability to sell our products and services and the prices at which these products and services are sold. Our competitors range from large foreign and domestic organizations that produce a comprehensive array of goods and services and that may have greater financial and other resources than we do, to small firms producing a limited number of goods or services for specialized market segments.

In our Life and Analytical Sciences reporting segment, we compete on the basis of service level, price, technological innovation, product differentiation, product availability and quality and reliability. Competitors range from multinational organizations with a wide range of products to specialized firms that in some cases have well- established market niches. We expect the proportion of large competitors in this reporting segment to increase through the continued consolidation of competitors.

We do not believe any single competitor competes directly with our Optoelectronics reporting segment across its full product range. However, we do compete with specialized manufacturing companies in the manufacturing and sale of specialty flashtubes and ultraspecialty lighting sources, photodetectors and photodiodes and switched power supplies. Competition is based on price, technological innovation, operational efficiency, and product reliability and quality.

Competition in our Fluid Sciences reporting segment is typically based on product performance and innovation, quality, service and price. In a few markets, competitors are large, diversified engineering and manufacturing concerns. Most of our competitors, however, are small specialized manufacturing companies offering limited product lines for narrow market segments. Competition for lubricant testing services is primarily from one large non-profit institute and some customer-owned laboratories, and is mainly based on quality and price.

We believe we compete effectively in each of the areas in which our businesses experience competition.

Research and Development

PerkinElmer-sponsored research and development expenditures were approximately $87.1 million during fiscal 2004, approximately $81.4 million during fiscal 2003 and approximately $85.0 million during fiscal 2002.

We directed our research and development efforts in both 2004 and 2003 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment and medical digital imaging and Cermax Lighting within our Optoelectronics reporting segment.

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Environmental Matters

Our operations are subject to various foreign, federal, state and local environmental and safety laws and regulations. These requirements include those governing emissions and discharges of hazardous substances, the remediation of contaminated soil and groundwater, the regulation of radioactive materials and the health and safety of our employees.

We may have liability under the Comprehensive Environmental Response Compensation and Liability Act, and comparable state statutes that impose liability for investigation and remediation of contamination without regard to fault, in connection with materials that we or our former businesses sent to various third-party sites. We have incurred, and expect to incur, costs pursuant to these statutes.

We are conducting a number of environmental investigations and remedial actions at current and former locations and, along with other companies, have been named a potentially responsible party for specific waste disposal sites. We accrue for environmental issues in the accounting period in which our responsibility is established and when the cost can be reasonably estimated. We have accrued $3.8 million as of January 2, 2005, representing management’s estimate of the total cost for the ultimate disposition of known environmental matters. This amount is not discounted and does not reflect the potential recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur and the possible effects of changing laws and regulations. We expect that these accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, we review these liabilities and adjust them to reflect additional information as it becomes available. There have been no environmental problems to date that have had or that we expect to have a material effect on our financial position, results of operations or cash flows. While it is possible that we may incur a material loss exceeding the amounts recorded, we do not expect the potential exposure to be materially different than the amounts recorded.

We may become subject to new or unforeseen environmental costs or liabilities. Compliance with new or more stringent laws or regulations, stricter interpretations of existing laws or the discovery of new contamination could cause us to incur additional costs.

Employees

As of January 2, 2005, we employed approximately 10,000 employees. Several of our subsidiaries are parties to contracts with labor unions and workers’ councils. As of January 2, 2005, we employed an aggregate of approximately 2,100 union and workers’ council employees. We consider our relations with employees to be satisfactory.

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Financial Information About Reporting Segments

The table below sets forth sales and operating profit (loss) by reporting segment for the 2004, 2003 and 2002 fiscal years:

	2004			2003			2002
	(In thousands)
Life and Analytical Sciences
Sales	$	1,062,767		$	1,003,711		$	991,712
Operating profit		103,609			94,745			27,431
Optoelectronics
Sales		380,637			348,669			319,797
Operating profit (loss)		57,403			46,778			(459	)
Fluid Sciences
Sales		243,827			179,670			189,485
Operating profit		38,221			17,922			17,476
Other
Operating loss		(22,163	)		(17,604	)		(16,591	)
Continuing operations
Sales		1,687,231			1,532,050			1,500,994
Operating profit	$	177,070		$	141,841		$	27,857

Our Security and Detection Systems, formerly included in the Life and Analytical Sciences reporting segment, Telecommunications Components, Entertainment Lighting, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses, all formerly included in the Optoelectronics reporting segment, are discontinued operations and therefore have not been included in the preceding table.

Additional information relating to our reporting segments for the 2004, 2003, and 2002 fiscal years is as follows:

	Depreciation and Amortization Expense						Capital Expenditures
	2004		2003		2002		2004		2003		2002
	(In thousands)
Life and Analytical Sciences	$	47,645	$	47,938	$	44,723	$	6,747	$	9,841	$	25,014
Optoelectronics		19,633		21,818		19,813		7,677		5,398		38,271
Fluid Sciences		7,726		8,403		9,632		3,022		919		3,754
Other		1,237		1,335		1,665		1,515		430		780
Continuing operations	$	76,241	$	79,494	$	75,833	$	18,961	$	16,588	$	67,819
Discontinued operations	$	864	$	656	$	2,262	$	—	$	384	$	3,053

	Total Assets
	January 2, 2005		December 28, 2003		December 29, 2002
	(In thousands)
Life and Analytical Sciences	$	2,112,322	$	2,080,916	$	2,076,213
Optoelectronics		292,500		291,746		283,228
Fluid Sciences		126,603		119,966		128,193
Other		43,786		110,211		320,475
Net current and long-term assets of discontinued operations		296		4,888		17,373
	$	2,575,507	$	2,607,727	$	2,825,482

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Financial Information About Geographic Areas

The following geographic area information for continuing operations includes sales based on location of external customer and net property, plant and equipment based on physical location:

	Sales
	2004		2003		2002
	(In thousands)
U.S	$	784,153	$	714,451	$	718,566
Non-U.S.:
United Kingdom		108,198		107,006		93,386
Germany		105,779		92,820		86,729
France		101,390		82,805		68,431
Japan		93,085		88,931		87,394
Italy		80,386		65,275		59,117
Other non-U.S		414,240		380,762		387,371
Total non-U.S.		903,078		817,599		782,428
	$	1,687,231	$	1,532,050	$	1,500,994

	Net Long-Lived Assets
	January 2, 2005		December 28, 2003		December 29, 2002
	(In thousands)
U.S	$	1,389,202	$	1,420,006	$	1,461,683
Non-U.S.:
Singapore		175,935		40,413		43,407
Germany		85,039		79,812		67,604
Netherlands		42,270		39,263		32,603
United Kingdom		36,575		43,142		39,656
Canada		31,817		34,037		34,752
Finland		22,506		23,502		20,628
Other non-U.S		24,075		141,744		126,968
Total non-U.S		418,217		401,913		365,618
	$	1,807,419	$	1,821,919	$	1,827,301

Each of our reporting segments conducts business in, and derives substantial revenue from, various countries outside the United States. During fiscal 2004, we had $903.1 million in sales from our international operations, representing approximately 54% of our total sales. During fiscal 2004, we derived approximately 76% of our international sales from our Life and Analytical Sciences reporting segment, approximately 20% of our international sales from our Optoelectronics reporting segment and approximately 4% of our international sales from our Fluid Sciences reporting segment. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales in the future.

We are exposed to the risks associated with international operations, including exchange rate fluctuations, regional and country-specific political and economic conditions, foreign receivables collection concerns, trade protection measures and import or export licensing requirements, tax risks, staffing and labor law concerns, intellectual property protection risks and differing regulatory requirements.

Item 2.     Properties

As of January 2, 2005, our continuing operations occupied approximately 3,207,000 square feet. We own approximately 1,154,000 square feet of this space and lease the balance. Our headquarters occupies 53,000

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square feet of leased space in Wellesley, Massachusetts. We conduct our other operations in manufacturing and assembly plants, research laboratories, administrative offices and other facilities located in 12 states and 36 foreign countries.

Facilities outside of the United States account for approximately 1,481,000 square feet of our owned and leased property, or approximately 46% of our total occupied space.

Our real property leases are both short-term and long-term. We believe that our properties are well-maintained and are adequate for our present requirements.

The following table indicates, as of January 2, 2005, the approximate square footage of real property owned and leased attributable to the continuing operations of each of our reporting segments:

	Owned	Leased	Total
	(In square feet)
Life and Analytical Sciences	463,000	1,096,000	1,559,000
Optoelectronics	479,000	557,000	1,036,000
Fluid Sciences	212,000	347,000	559,000
Corporate offices	—	53,000	53,000
Continuing operations	1,154,000	2,053,000	3,207,000

Item 3.     Legal Proceedings

We are subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner that is unfavorable to us. In addition:

Our subsidiary, EG&G Rocky Flats, Inc., and two other companies were served with a complaint in January 2000 naming EG&G Rocky Flats, Inc. as a defendant in a civil false claim action pending in the United States District Court for the District of Colorado, involving alleged false claims arising out of security issues at the United States Department of Energy’s Rocky Flats Plant. In response to a motion filed by the United States Department of Justice, the District Court dismissed the case. In February 2004, the United States Court of Appeals for the Tenth Circuit affirmed the District Court’s dismissal of the case. Further appeals are possible.

In papers dated July 1, 2002, Kevin Hatch filed a purported class action lawsuit in the United States District Court for the District of Massachusetts, Civil Action No. 02-11314 GAO, against PerkinElmer, Inc. and certain of our senior officers, on behalf of himself and purchasers of our 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) and 20(a) of, and Rule 10b-5 under, the Securities Exchange Act of 1934, alleging various statements made during the putative class period by PerkinElmer and its management were misleading with respect to our prospects and future operating results. At least eleven virtually identical lawsuits subsequently have been filed in the United States District Court for the District of Massachusetts against PerkinElmer. 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 several issues of law 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. On September 7, 2004, the Court issued a memorandum and order denying the defendants’ motion for reconsideration or, in the alternative, for an order allowing immediate appeal of several issues of law to the appellate court.

In papers dated June 28, 2004, David Jaroslawicz filed a purported derivative action in the United States District Court for the District of Massachusetts against certain of our senior officers and four of our directors, and nominal defendant PerkinElmer seeking unspecified damages and purporting to make claims of breach of fiduciary duty, gross negligence, breach of contract, breach of duty of loyalty and unjust enrichment. At least one

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virtually identical derivative action was subsequently filed in the United States District Court for the District of Massachusetts. On August 24, 2004, the plaintiffs filed a motion to consolidate the cases. The derivative complaints contain allegations similar to those included in the Hatch matter described above, in addition to claims that certain defendants engaged in insider trading and that members of our audit committee breached their duties to us by failing to establish and maintain an adequate system of internal controls to assure that proper revenue recognition practices were being followed. On January 28, 2005, the parties to the derivative actions filed a joint stipulation and proposed pretrial order, agreeing to consolidate the cases and proposing a schedule for filing a consolidated derivative complaint and responsive pleadings.

In papers dated October 23, 2002, Enzo Biochem, Inc. and Enzo Life Sciences, Inc. filed a complaint in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham PLC, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The six count complaint alleges that we have breached our distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. On May 28, 2003, the Court severed the lawsuit and ordered Enzo Life Sciences to serve individual complaints against the five defendants. Enzo Life Sciences served its new complaint on July 16, 2003, and we subsequently filed an answer denying the substantive allegations and including a counterclaim alleging that several of Enzo’s patents are invalid.

On October 17, 2003, Amersham Biosciences Corp. filed a complaint, which was subsequently amended, in the United States District Court for New Jersey, Civil Action No. 03-4901, against our subsidiary, PerkinElmer LAS, Inc., alleging that our ViewLux^™ and certain of our Image FlashPlates^™ infringe three of Amersham’s patents related to high-throughput screening. On August 18, 2004, Amersham Plc filed a complaint against two of our United Kingdom based subsidiaries, PerkinElmer Life Sciences (UK) Ltd. and PerkinElmer LAS (UK) Ltd., in the Patent Court of the English High Court of Justice, Case No. 04C02688, alleging that the same PerkinElmer products infringe Amersham’s European (United Kingdom) patent granted in August 2004. Amersham seeks injunctive and monetary relief in both cases. We subsequently filed an answer in both cases denying the substantive allegations and including affirmative defenses and counterclaims. On October 29, 2003, PerkinElmer LAS, Inc. filed a complaint, which was subsequently amended, against Amersham Biosciences Corp. in the United States District Court for Massachusetts, Civil Action No. 03-12098, alleging that Amersham’s IN Cell Analyzer, LEADseeker^™ Multimodality Imaging system and certain Cyclic AMP and IP3 assays infringe two of our patents related to high-throughput screening. We seek injunctive and monetary relief. Amersham subsequently filed an answer denying the substantive allegations and including affirmative defenses and counterclaims.

On June 14, 2002, we sold our Security and Detection Systems business to L-3 Communications Corporation. L-3 and several 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 Security and 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. By letter dated January 20, 2005, L-3 has agreed to release us from any and all claims relating to the events of September 11, 2001. L-3 also agreed to irrevocably withdraw its claim for indemnification. In exchange for this release and withdrawal of indemnification, we have agreed to join as a plaintiff in a lawsuit filed by L-3 in the Superior Court of the Commonwealth of Massachusetts, Civil Action No. 03-05810-BLS1 against Reveal Imaging Technologies and former employees of PerkinElmer. The lawsuit alleges that the defendants breached their obligations under agreements with PerkinElmer, including their obligations to assign to our Security and Detection Systems business (now owned by L-3) the inventions they made while employed by such business.

We intend to defend ourselves vigorously in all of the above matters. We are currently unable, however, to determine whether resolution of any or all of these matters will have a material adverse impact on our financial position or consolidated results of operations.

Item 4.     Submission of Matters to A Vote of Security Holders

Not applicable.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Listed below are our executive officers as of March 11, 2005. No family relationship exists between any one of these officers and any of the other executive officers or directors.

Name	Position	Age
Gregory L. Summe	Chairman of the Board, Chief Executive Officer	48
	and President
Robert F. Friel	Executive Vice President and Chief Financial Officer	49
John P. Murphy	Executive Vice President and Chief Operating Officer	38
Robert A. Barrett	Senior Vice President, President — Fluid Sciences	61
Peter B. Coggins	Senior Vice President, President — Life and Analytical	56
	Sciences
Richard F. Walsh	Senior Vice President, Human Resources	52
Jeffrey D. Capello	Vice President — Finance, Treasurer and	40
	Chief Accounting Officer
John A. Roush	Vice President, President — Optoelectronics	39

Gregory L. Summe, 48.    Mr. Summe was named Chief Executive Officer of PerkinElmer effective January 1, 1999 and Chairman effective April 27, 1999. He was appointed President and Chief Operating Officer and elected to our Board of Directors in February 1998. From 1993 to 1998, Mr. Summe held several management positions with AlliedSignal, Inc., now Honeywell International: President of the Automotive Products Group, President of Aerospace Engines and President of General Aviation Avionics. Prior to joining AlliedSignal, he worked at General Electric, and was a partner at McKinsey & Company where he worked from 1983 to 1992. Mr. Summe is a director of State Street Corporation.

Robert F. Friel, 49.    Mr. Friel joined us in February 1999 as our Senior Vice President and Chief Financial Officer. Since November 2004, he has served as our Executive Vice President and Chief Financial Officer, with responsibility for business development and information technology in addition to his oversight of the finance functions. From 1980 to 1999, he held several positions at AlliedSignal, Inc., now Honeywell International, including Corporate Vice President and Treasurer from 1997 to 1999 and Vice President, Finance and Administration of Aerospace Engines from 1992 to 1996. Mr. Friel is a director of Fairchild Semiconductor Corp.

John P. Murphy, 38.    Mr. Murphy joined us in August 2001 as our Senior Vice President and President of our Optoelectronics business. Since November 2004, he has served as Executive Vice President and Chief Operating Officer of PerkinElmer, Inc. From July 2000 to August 2001, Mr. Murphy served as Vice President and General Manager of the Business Regional and General Aviation Unit of Honeywell International. From July 1993 to June 2000, Mr. Murphy served at AlliedSignal, Inc., now Honeywell International, a diversified technology and manufacturing company, in various capacities, most recently as Vice President and General Manager of Business and General Aviation.

Robert A. Barrett, 61.    Mr. Barrett has served as President of our Fluid Sciences business since May 1998 and was appointed Senior Vice President in October 2002. From 1990 to 1998, he served as President and General Manager of our Pressure Science division.

Peter B. Coggins, 56.    Dr. Coggins joined us in July 2002 as our Senior Vice President and President of our Life Sciences business. He currently serves as President of our Life and Analytical Sciences business. From 1994 to June 2002, Dr. Coggins served in various capacities at Amersham BioSciences, a developer of systems for medical research, drug discovery and manufacture, most recently as Executive Vice President, Global Sales and Marketing, Chairman of the Board of Amersham Japan KK and a member of the Amersham BioScience Executive Committee.

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Richard F. Walsh, 52.    Mr. Walsh joined us in July 1998 as our Senior Vice President of Human Resources. From 1995 to 1998, he served as Senior Vice President of Human Resources of ABB Americas, Inc., the United States subsidiary of an international engineering company. Prior to that, Mr. Walsh held a number of managerial positions in human resources with ABB starting in 1989. His prior employment was with Unilever where he spent nine years in human resource management.

Jeffrey D. Capello, 40.    Mr. Capello joined us in June 2001 as our Vice President of Finance and was named Chief Accounting Officer in April 2002. From 1997 to June 2001, he served as a partner at PricewaterhouseCoopers LLP, a public accounting firm, initially in the United States and later in the Netherlands.

John A. Roush, 39.    Mr. Roush was named Vice President of PerkinElmer and President of the Optoelectronics business in November 2004. Mr. Roush joined us in 1999 as the General Manager of a specialty lighting division within our Optoelectronics business and subsequently held several additional roles with Optoelectronics. From 2001 to 2002, he served as Vice President & General Manager of our Sensors business, and from 2002 to 2004, he held the role of Vice President of Sales & Product Management. Before joining the Company, Mr. Roush held leadership positions with General Electric, Allied Signal, Inc., now Honeywell International, and McKinsey & Company.

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PART II

Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price of Common Stock

Our common stock is listed and traded on the New York Stock Exchange. The following table sets forth the high and low per share sale prices for our common stock on that exchange for each fiscal quarter in 2004 and 2003.

	2004 Fiscal Quarters
	First		Second		Third		Fourth
High	$	21.74	$	22.32	$	20.04	$	22.89
Low		16.95		17.82		15.74		16.82
	2003 Fiscal Quarters
	First		Second		Third		Fourth
High	$	9.21	$	13.99	$	17.05	$	18.67
Low		7.41		8.81		13.65		15.31

As of March 7, 2005, we had approximately 8,304 holders of record of our common stock.

Dividends

During the 2004 and 2003 fiscal years, we declared regular quarterly cash dividends on our common stock. The table below sets forth the cash dividends per share that we declared on our common stock during each of those fiscal years, by quarter. 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 quarterly cash dividends in the future if we are unable to comply with certain financial covenants that primarily relate to cash flow.

	2004 Fiscal Quarters								2004 Total
	First		Second		Third		Fourth		$.28
Cash dividends per common share	$	.07	$	.07	$	.07	$	.07
	2003 Fiscal Quarters								2003 Total
	First		Second		Third		Fourth		$.28
Cash dividends per common share	$	.07	$	.07	$	.07	$	.07

For further information related to our stockholders’ equity, refer to Note 18 included in our notes to consolidated financial statements.

Item 6. Selected Financial Data

The following table sets forth selected historical financial information as of and for each of the fiscal years in the five-year period ended January 2, 2005. We derived the selected historical financial information as of and for each of the fiscal years in the three-year period ended January 2, 2005 from our audited consolidated financial statements which are included elsewhere in this annual report on Form 10-K. We derived the selected historical financial information as of and for the fiscal years ended December 30, 2001 and December 31, 2000 from our audited consolidated financial statements which are not included in this annual report on Form 10-K. As with our financial statements for the fiscal years end January 2, 2005, December 28, 2003 and December 29, 2002, we adjusted the information in the financial statements for the fiscal years ended December 30, 2001 and December 31, 2000, where appropriate, to account for the discontinuance of our Telecommunications Components, Entertainment Lighting, Technical Services, Security and Detection Systems, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses.

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Our historical financial information may not be indicative of our results of operations or financial position that you should expect in the future.

You should read the following selected historical financial information together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, included elsewhere in this annual report on Form 10-K.

	Fiscal Year Ended
	January 2, 2005			December 28, 2003			December 29, 2002			December 30, 2001			December 31, 2000
	(In thousands)
Income Statement Data:
Sales	$	1,687,231		$	1,532,050		$	1,500,994		$	1,519,090		$	1,534,196
Operating income		177,070			141,841			27,857			130,065			179,482
Other expense, net		40,323			56,396			32,860			28,885			33,085
Income (loss) from continuing operations before taxes		136,747			85,445			(5,003	)		101,180			146,397
Income (loss) from continuing operations, net of income taxes		98,252			57,933			(1,516	)		41,884			90,155
(Loss) income from discontinued operations, net of income taxes		(1,714	)		(4,526	)		(19,162	)		(9,746	)		(4,088	)
(Loss) gain on dispositions of discontinued operations, net of income taxes		(495	)		(448	)		(13,460	)		2,367			4,453
Net income (loss) before effect of accounting change		96,043			52,959			(34,138	)		34,505			90,520
Effect of accounting change, net of income tax		—			—			(117,800	)		—			—
Net income (loss)	$	96,043		$	52,959		$	(151,938	)	$	34,505		$	90,520
Basic earnings (loss) per share:
Continuing operations	$	0.77		$	0.46		$	(0.01	)	$	0.40		$	0.92
Discontinued operations		(0.02	)		(0.04	)		(0.26	)		(0.07	)		0.00
Effect of accounting change, net of income tax		—			—			(0.94	)		—			—
Net income (loss)	$	0.75		$	0.42		$	(1.21	)	$	0.33		$	0.92
Diluted earnings (loss) per share:
Continuing operations	$	0.76		$	0.45		$	(0.01	)	$	0.39		$	0.88
Discontinued operations		(0.02	)		(0.04	)		(0.26	)		(0.07	)		0.00
Effect of accounting change, net of income tax		—			—			(0.94	)		—			—
Net income (loss)	$	0.74		$	0.41		$	(1.21	)	$	0.32		$	0.89
Weighted-average common shares outstanding:
Basic:		127,345			126,363			125,439			103,687			98,212
Diluted:		129,429			127,741			125,439			107,259			102,278
Cash dividends per common share	$	0.28		$	0.28		$	0.28		$	0.28		$	0.28
	As of
	January 2, 2005			December 28, 2003			December 29, 2002			December 30, 2001			December 31, 2000
Balance Sheet Data:
Total assets	$	2,575,507		$	2,607,727		$	2,825,482		$	2,969,938		$	2,260,760
Short-term debt		9,714			5,167			191,491			125,984			185,411
Long-term debt		364,874			544,307			614,053			598,125			583,337
Stockholders’ equity		1,460,085			1,349,050			1,252,344			1,363,557			728,389
Common shares outstanding		129,059			126,909			125,854			124,188			99,548

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This annual report on Form 10-K, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the consolidated financial statements and notes to consolidated financial statements that we have included elsewhere in this annual report on Form 10-K. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “plans,” “anticipates,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from the plans, intentions or expectations we disclose in the forward-looking statements we make. We have included important factors below under the heading “Forward-Looking Information and Factors Affecting Future Performance” that we believe could cause actual results to differ materially from the forward-looking statements we make. We are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets. We design, manufacture, market and service products and systems within three businesses, each constituting one reporting segment:

• Life and Analytical Sciences. We are a leading provider of drug discovery, genetic screening and environmental and chemical analysis tools, including instruments, reagents, consumables and services.

• Optoelectronics. We provide a broad range of digital imaging, sensor and specialty lighting components used in the biomedical, consumer products and other specialty end markets.

• Fluid Sciences. We provide a variety of precision valves, seals, bellows and pneumatic joints for critical control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication equipment.

Formation of our Life and Analytical Sciences Business Unit

We combined our Life Sciences and Analytical Instruments businesses to form our Life and Analytical Sciences business in the fourth quarter of 2002 to improve our operational scale, which we believe is enabling us to better serve our customers and more fully capitalize on the strengths of the combined businesses’ sales, service and research and development organizations. In the second quarter of 2003, we completed many of the changes involved in combining the two businesses, including the integration of facilities and management reporting and other systems.

Accounting Period

Our fiscal year ends on the Sunday nearest December 31. We report fiscal years under a 52/53 week format. Under this method, certain years will contain 53 weeks. The fiscal year ended January 2, 2005 included 53 weeks. The fiscal years ended December 28, 2003 and December 29, 2002 included 52 weeks. We believe that this additional week of operations had a $2.9 million beneficial impact on revenue and an immaterial impact on operating profit.

Consolidated Results of Continuing Operations

Sales

2004 Compared to 2003.    Sales for 2004 were $1,687.2 million, versus $1,532.1 million during 2003, an increase of $155.1 million, or 10%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $47.1 million in 2004, as compared to 2003. The overall increase in sales reflects a $59.1 million, or 6%, increase in our Life and Analytical Sciences segment sales, which grew from $1,003.7 million in 2003 to

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$1,062.8 in 2004, and reflects approximately $39.2 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2003. Our Optoelectronics segment sales grew $31.9 million, or 9%, from $348.7 million in 2003 to $380.6 million in 2004, including approximately $6.5 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2003. The Fluid Sciences segment grew sales by $64.1 million, or 36%, from $179.7 million in 2003 to $243.8 million in 2004, including approximately $1.4 attributable to favorable changes in foreign exchange rates, as compared to 2003.

2003 Compared to 2002.    Sales for 2003 were $1,532.1 million, versus $1,501.0 million during 2002, an increase of $31.1 million, or 2%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $73.0 million in 2003, as compared to 2002. The overall increase in sales reflects a $12.0 million, or 1%, increase in our Life and Analytical Sciences segment sales, which grew from $991.7 million in 2002 to $1,003.7 in 2003, and includes approximately $61.0 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2002. Our Optoelectronics segment sales grew $28.9 million, or 9%, from $319.8 million in 2002 to $348.7 million in 2003, including approximately $10.0 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2002. The increased sales in our Life and Analytical Sciences and Optoelectronics segments were offset by a decrease in sales of $9.8 million, or 5%, in our Fluid Sciences segment, which declined from $189.5 million in 2002 to $179.7 million in 2003. Changes in foreign exchange rates increased Fluid Sciences segment sales by approximately $2.4 million in 2003, as compared to 2002.

Cost of Sales

2004 Compared to 2003.    Cost of sales for 2004 was $1,006.7 million, versus $900.8 million for 2003, an increase of $105.9 million, or 11.8%. As a percentage of sales, cost of sales increased to 59.7% in 2004 from 58.8% in 2003, resulting in a decrease in gross margin of 90 basis points from 41.2% in 2003 to 40.3% in 2004. The decrease in gross margin was largely attributable to greater revenue contribution, as a percentage of overall sales, from Optoelectronics and Fluid Sciences versus Life and Analytical Sciences. Although our Optoelectronics and Fluid Sciences segments have lower gross margins than our Life and Analytical Sciences segment, they also have lower operating expenses as a percentage of sales.

2003 Compared to 2002.    Cost of sales for 2003 was $900.8 million, versus $898.5 million for 2002, an increase of $2.3 million, or 0.2%. As a percentage of sales, cost of sales decreased to 58.8% in 2003 from 59.9% in 2002, resulting in an increase in gross margin of 110 basis points from 40.1% in 2002 to 41.2% in 2003. The 110 basis point increase in gross margin was primarily attributable to a 2002 $17.2 million inventory adjustment charge recorded within our Optoelectronics segment. We did not record a similar charge in 2003.

Research and Development Expenses

2004 Compared to 2003.    Research and development expenses for 2004 were $87.1 million versus $81.4 million in 2003, an increase of $5.7 million, or 7%. As a percentage of sales, research and development expenses decreased to 5.2% in 2004 from 5.3% in 2003, due to the increase in sales. We directed research and development efforts during 2004 and 2003 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment and medical digital imaging and Cermax lighting within our Optoelectronics reporting segment. We expect our research and development spending to increase in 2005 and to continue to emphasize the health sciences end markets.

2003 Compared to 2002.    Research and development expenses for 2003 were $81.4 million versus $85.0 million in 2002, a decrease of $3.6 million, or 4%. As a percentage of sales, research and development expenses decreased to 5.3% in 2003 from 5.7% in 2002, primarily due to our consolidation of research and development activities to take advantage of increased synergies and corresponding cost savings as a result of fewer sites. We directed research and development efforts during 2003 and 2002 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment, and medical digital imaging and industrial sensors within our Optoelectronics reporting segment.

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Selling, General and Administrative Expenses

2004 Compared to 2003.    Selling, general and administrative expenses for 2004 were $387.5 million, versus $386.0 million for 2003, an increase of $1.5 million, or 0.4%. As a percentage of sales, selling, general and administrative expenses decreased 220 basis points to 23.0% in 2004 from 25.2% in 2003. The decrease as a percentage of sales of 220 basis points in 2004 was predominately due to net productivity improvements and cost reductions in our Life and Analytical Sciences reporting segment.

2003 Compared to 2002.    Selling, general and administrative expenses for 2003 were $386.0 million, versus $430.8 million for 2002, a decrease of $44.8 million, or 10%. As a percentage of sales, selling, general and administrative expenses decreased 350 basis points to 25.2% in 2003 from 28.7% in 2002. Proportionately, the decrease as a percentage of sales of 350 basis points in 2003 was due to a 200 basis point decrease attributable to reduced expenses in Life and Analytical Sciences, a 100 basis point decrease in Optoelectronics and a 50 basis point decrease in Fluid Sciences. The overall decrease in selling, general and administrative expenses was primarily due to productivity improvements throughout our company, including cost savings we derived from restructuring actions.

Restructuring (Reversals) Charges, Net

2004 Compared to 2003.    Restructuring charges for 2004 were zero versus $3.5 million of net reversals for 2003. The 2003 reversals comprised a combination of our 2003 changes in estimates of $5.8 million and our 2003 charges of $2.3 million. The following table summarizes our restructuring accrual balances and related activity by restructuring plan during 2004, 2003 and 2002:

	Balance at 12/31/2001		2002 Charges		2002 Amounts paid and incurred			2002 Changes in Estimates			Balance at 12/29/2002		2003 Charges		2003 Amounts paid and incurred			2003 Changes in Estimates			Balance at 12/28/2003		2004 Amounts paid			Balance at 1/02/2005
	(In thousands)
Pre-2001 plans	$	1,951	$	—	$	(1,022	)	$	(929	)	$	—	$	—	$	—		$	—		$	—	$	—		$	—
Q4 2001 plan		7,586		—		(4,891	)		1,380			4,075		—		(3,434	)		1,830			2,471		(965	)		1,506
Q1 2002 plan		—		9,198		(8,046	)		—			1,152		—		(52	)		(1,000	)		100		(100	)		—
Q4 2002 plan		—		26,049		(1,697	)		—			24,352		—		(13,813	)		(6,239	)		4,300		(3,330	)		970
Q2 2003 plan		—		—		—			—			—		2,251		(1,582	)		(381	)		288		(86	)		202
Total	$	9,537	$	35,247	$	(15,656	)	$	451		$	29,579	$	2,251	$	(18,881	)	$	(5,790	)	$	7,159	$	(4,481	)	$	2,678

Q2 2003 Plan:

During 2003, we incurred a $2.3 million restructuring charge in Life and Analytical Sciences and Optoelectronics, which we refer to as our “Q2 2003 Plan”. The purpose of the restructuring was to further improve performance and take advantage of synergies between our former Life Sciences and Analytical Instruments businesses which we began integrating in the fourth quarter of 2002. The principal actions in this restructuring plan included lower headcount due to the continued integration of the Life and Analytical Sciences business in a European manufacturing and customer care center as well, as headcount reduction at one of the Optoelectronics manufacturing facilities to reflect recent declining demand for several product lines. We planned to reduce headcount by 120. We recorded restructuring charges by segment for 2003 as follows:

(In millions)	Life and Analytical Sciences	Optoelectronics	Total
Q2 2003 Plan	$2.0	$0.3	$2.3

This restructuring charge was primarily recorded in the second quarter of 2003. However, we recorded additional charges of $0.5 million and $0.1 million in the third and fourth quarters of 2003, as required by SFAS 146, as some employees who were notified of their employment termination in the second quarter were required to work for a period of time prior to receiving their severance. In addition, in the fourth quarter of 2003, we

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recorded a pre-tax restructuring reversal of $0.4 million due to 30 fewer employee terminations as a result of higher attrition rates in several countries prior to ultimate termination and, accordingly, lower severance costs.

During 2004, we completed all actions under the Q2 2003 Plan, with the exception of a headcount reduction of one person that we expect to complete by the second quarter of 2005.

Q4 2002 Plan:

In connection with our decision to combine our Life Sciences and Analytical Instruments businesses in order to reduce costs and achieve operational efficiencies, we recorded a pre-tax restructuring charge of $26.0 million during the fourth quarter of 2002, which we refer to as our Q4 2002 Plan. The Q4 2002 Plan allowed us to combine many business functions worldwide, with the intention to better serve our customers and more fully capitalize on the strengths of the businesses’ sales, service and research and development organizations. The principal actions in the Q4 2002 Plan included planned workforce reductions of 546 people, closure of approximately 20 facilities and disposal of underutilized assets.

The Q4 2002 Plan resulted in the integration of our United States Life and Analytical Sciences sales, service and customer care centers, the integration of European customer care and finance centers, the merging of a former Life Sciences European manufacturing facility with a former Analytical Instruments European manufacturing facility, and the merging of a portion of a former Life Sciences research and development facility in Europe with a former Analytical Instruments facility in Europe.

During 2003, we expended $13.8 million to execute these actions. In addition, we recorded a reversal of $6.2 million in the Q4 2002 Plan due to 182 fewer terminations as a result of higher than expected employee attrition rates in several countries prior to ultimate termination and lower severance costs for actual terminations.

During 2004, we expended an additional $3.3 million to execute these actions. The remaining liability associated with the Q4 2002 Plan represents severance related to 11 employees and ongoing lease commitments. We expect to settle the remaining severance liability by the end of the first quarter of 2005. Our current estimate is that our lease commitments on unoccupied buildings vary in length but primarily extend until mid-2005.

Q1 2002 Plan:

During the first quarter of 2002, our management developed a plan to restructure several businesses. We refer to these activities as our Q1 2002 Plan. The plan resulted in pre-tax restructuring charges totaling $9.2 million. The principal actions in the Q1 2002 Plan included planned workforce and overhead reductions resulting from reorganization activities, including the closure of a manufacturing facility, disposal of underutilized assets and general cost reductions.

Q1 2002 Plan charges in our Life and Analytical Sciences segment totaled $5.5 million. These charges comprised $4.4 million in severance costs, $1.0 million in asset impairments and $0.1 million in lease commitments. The charges were a result of actions we took as a response to decreased sales of components in our Life and Analytical Sciences business. These actions under the charges primarily included the downsizing of an additional manufacturing location and streamlining of the global sales and research and development organizations, primarily in Europe, Japan and the Pacific Rim. We took these actions to reduce the number of employees in components of our business that had experienced declining demand.

Q1 2002 Plan charges in our Optoelectronics segment totaled $3.7 million, comprising $3.5 million in severance costs and $0.2 million in asset write-offs. This charge was primarily due to the removal of a layer of management structure within our Optoelectronics reporting segment which led to a flatter and less expensive organization structure.

Total headcount was reduced by 276.

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During 2003, we recorded a restructuring reversal of $1.0 million in the Q1 2002 Plan primarily due to lower than expected employee separation costs associated with our Optoelectronics segment.

During 2004, we expended $0.1 million to complete the remaining actions associated with the Q1 2002 Plan.

Q4 2001 Plan:

During the fourth quarter of 2001, in connection with the integration of Packard and a restructuring of our sales offices in Europe, we recorded a restructuring charge of $9.2 million in our Life and Analytical Sciences segment and incurred $1.6 million in charges in 2002. We refer to these activities as our Q4 2001 Plan. The principal actions in the Q4 2001 Plan included the closing or consolidation of several leased sales and services offices in Europe, as well as costs associated with the closure of a manufacturing facility in Europe, the closure of leased manufacturing facilities in the United States and the disposal of related assets.

In 2003, we recorded an additional pre-tax restructuring charge associated with the Q4 2001 Plan of $1.8 million. This charge was primarily due to additional severance and severance related benefits of the previously identified employees associated with the closure of our European manufacturing facility in the Life and Analytical Sciences segment.

In 2004, we expended $1.0 million to execute the actions associated with the Q4 2001 Plan. We will pay the remaining balance in 2005 for previously identified employees associated with the closure of our European manufacturing facility in the Life and Analytical Sciences segment.

(Losses) Gains on Dispositions

2004 Compared to 2003.    Dispositions resulted in a net loss of $0.4 million in 2004 versus a net gain of $2.7 million in 2003. Loss on dispositions in 2004 included a $0.7 million loss from the sale of a business and was partially offset by a $0.3 million gain from the sale of facilities. Gains on dispositions in 2003 included $2.2 million from sales of facilities and $0.5 million from post closing adjustments relating to the resolution of contingencies related to the sale of our Instruments for Research and Applied Sciences business, which we refer to as IRAS.

2003 Compared to 2002.    Dispositions resulted in a net gain of $2.7 million in 2003 versus a net gain of $5.2 million in 2002. Gains on dispositions in 2002 included $4.4 million from the sale of facilities and $0.8 million from post closing entries relating to our sale of our IRAS business, which was formerly part of our Life and Analytical Sciences segment.

Amortization of Intangible Assets

2004 Compared to 2003.    Amortization of intangible assets was $28.5 million in 2004 and $28.3 million in 2003. Slight increases in the Life and Analytical Sciences amortization due to the effect of foreign exchange were partially offset by slight decreases in Fluid Sciences amortization.

2003 Compared to 2002.    Amortization of intangible assets was $28.3 million for both 2003 and 2002. Slight increases in the Life and Analytical Sciences amortization due to the effect of foreign exchange were offset by slight decreases in Optoelectronics and Fluid Sciences amortization.

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Interest and Other Expense, Net

Interest and other expense, net consisted of the following:

	2004			2003			2002
	(In thousands)
Interest income	$	(2,394	)	$	(2,488	)	$	(3,161	)
Interest expense		37,952			52,586			32,096
Losses on sale of investments, net		300			2,391			1,987
Extinguishment of debt		4,143			1,953			353
Other		322			1,954			1,585
	$	40,323		$	56,396		$	32,860

2004 Compared to 2003.    Interest and other expense, net for 2004 was $40.3 million versus $56.4 million for 2003, a decrease of $16.1 million or 29%. The decrease in interest and other expense, net in 2004 as compared to 2003, was due primarily to approximately $100.0 million of lower average outstanding term loan balances combined with lower interest rates applicable to our term loan due to an amendment of our credit facility in the fourth quarter of 2003. A more complete discussion of our liquidity is set forth below under the heading, “Liquidity and Capital Resources.” The remaining decrease in interest and other expense was the result of (i) swapping $100 million of our 8.875% Notes from fixed rate debt to a floating rate based on six-month USD Libor in January 2004, resulting in a $2.2 million decrease in interest expense, and (ii) $2.3 million of net interest expense not incurred in 2004 as it was related to our zero coupon convertible debentures which we redeemed in 2003. The decrease in interest and other expense was partially offset by our increased acceleration of debt issuance costs of $4.1 million resulting from partial prepayments of our term debt during 2004 versus $1.9 million in 2003. We expect interest expense in 2005 to decrease due to lower outstanding debt balances and the expected benefit derived from the January 2005 swapping of an additional $100 million of our 8.875% Notes from fixed rate debt to a floating rate based on six-month USD Libor.

2003 Compared to 2002.    Interest and other expense, net for 2003 was $56.4 million versus $32.9 million for 2002, an increase of $23.5 million or 71%. The increase in interest and other expense, net in 2003 as compared to 2002, was due primarily to higher average borrowing rates resulting from our financing completed in December 2002. The remaining increase in interest and other expense, net of $3.0 million was due primarily to our increased acceleration of the amortization of debt issuance costs of $1.9 million resulting from partial prepayments of our term debt during 2003 versus $0.4 million in 2002 and $0.6 million of transaction costs we incurred in the fourth quarter of 2003 in connection with amending our credit facility to reduce the margin applicable to our term loan.

Provision/Benefit for Income Taxes

2004 Compared to 2003.    The 2004 provision for income taxes was $38.5 million, versus a provision of $27.5 million in 2003. The 2004 effective tax rate was 28.2% as compared to the 2003 effective tax rate of 32.2%. The change in the effective tax rate was primarily due to $10.4 million of benefit associated with the resolution of our successful appeal in 2004 of an Internal Revenue Service audit finding with respect to our 1997 and 1998 taxes, additional benefits resulting from the conclusion of Canadian and U.K. tax audits, reduction in state tax expense and our use of existing, and our reduced generation of new, net operating losses. These benefits were partially offset by an accrual of $8.7 million for the estimated U.S. tax cost of repatriation calculated under the homeland investment provisions of the American Jobs Creation Act of 2004.

2003 Compared to 2002.    The 2003 provision for income taxes was $27.5 million, versus a benefit of $3.5 million in 2002. Our 2003 effective tax rate was 32.2% as compared to our 2002 effective tax rate of 69.7%. The change in our effective tax rate was primarily due to a relatively high ratio in 2002 of permanent tax differences to loss from continuing operations before income taxes.

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Discontinued Operations

We recorded the following gains and losses, which we report as the loss on dispositions of discontinued operations, during the years ended January 2, 2005 and December 28, 2003:

	2004			2003
	(in thousands)
Loss on Electroformed Products business	$	(1,606	)	$	—
Loss on Computer-To-Plate business		(951	)		—
Gain on the resolution of contingencies associated with the Technical Services business		1,487			6,535
Loss on the sale of the Security and Detection Systems business		—			(2,414	)
Loss on Entertainment Lighting business		255			(1,957	)
Loss on Telecommunications Component business		(1	)		(2,383	)
Net loss on disposition of discontinued operations before income taxes		(816	)		(219	)
Benefit (provision) for income taxes		321			(229	)
Loss on disposition of discontinued operations, net of income taxes	$	(495	)	$	(448	)

As part of our continued efforts to focus on higher growth opportunities, in June 2004, we approved a plan to shut down our Electroformed Products business and sell our Ultraviolet Lighting business. In September 2004, we approved a plan to shut down our Computer-To-Plate business. We previously had reported the results of all three of these businesses as part of the Optoelectronics reporting segment. We have accounted for these businesses as discontinued operations in accordance with SFAS No. 144 and, accordingly, have presented the results of operations and related cash flows as part of discontinued operations for all periods presented. The assets and liabilities of these businesses have been presented separately and are reflected within the assets and liabilities from discontinued operations in the accompanying balance sheets as of January 2, 2005 and December 28, 2003. The net assets of the Electroformed Products business were written off resulting in a $1.6 million pre-tax loss for the year ended January 2, 2005. We sold the fixed assets and inventory of the Ultraviolet Lighting business in July 2004 for their approximate book value. The abandonment of the Computer-To-Plate business resulted in a $1.0 million write-down of fixed assets and inventory which we recognized in our loss on dispositions for the year ended January 2, 2005.

During 2004 and 2003, we settled various claims under certain long-term contracts and transition services with our Technical Services business, which we sold in August 1999. The net settlement and the reversal of certain previously established contingencies resulted in pre-tax gains of $1.5 million in 2004 and $6.5 million in 2003 that are included in gain (loss) on dispositions of discontinued operations. We reversed contingencies in the period in which the related issues were resolved. We may increase or reverse remaining contingencies in the future, pending resolution of the underlying matters.

In June 2002, we completed the sale of our Security and Detection Systems business for cash consideration of approximately $100.0 million and a net working capital adjustment. We recorded a net pre-tax gain of approximately $15.0 million pursuant to this transaction in 2002 as a gain on the disposition of discontinued operations. We accounted for our Security and Detection Systems business as a discontinued operation in accordance with APB No. 30, and accordingly, the results of operations and related cash flows of this business through the disposal date were segregated from continuing operations and reported as a separate line on our consolidated income statements. We have presented the resulting gain from the sale as a component of net income within dispositions of discontinued operations, net of income tax on our 2002 consolidated income statement. Adjustments relating to this sale resulted in a pre-tax loss from discontinued operations of $2.4 million in 2003, primarily due to revised estimates of the working capital adjustment.

In June 2002, our Board of Directors approved a plan to shut down our Telecommunications Components business as of June 30, 2002 and a plan to sell our Entertainment Lighting business as part of our continued efforts to focus on higher growth opportunities. We have reflected both businesses as discontinued operations in

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our consolidated financial statements. As of June 29, 2003, we had exited our Entertainment Lighting business, completing the sale of a substantial portion of that business for cash consideration of $1.4 million and abandoning the remaining assets. We recorded a gain of $0.3 million in fiscal 2004 and a net loss of $2.0 million in fiscal 2003 pursuant to this transaction.

Summary operating results of the discontinued operations of the Security and Detection Systems, Telecommunications Component, Entertainment Lighting, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses for the periods prior to disposition were as follows:

	2004			2003
	(In thousands)
Sales	$	3,394		$	7,388
Costs and expenses		6,298			14,650
Operating loss from discontinued operations		(2,904	)		(7,262	)
Other expense		(214	)		(283	)
Loss from discontinued operations before income taxes		(2,690	)		(6,979	)
Benefit from income taxes		(976	)		(2,453	)
Loss from discontinued operations, net of income taxes	$	(1,714	)	$	(4,526	)

Effect of Accounting Change

As required by SFAS 142, we completed the transitional impairment analysis of our recorded goodwill as of January 1, 2002. In connection with the adoption of this standard, we reviewed our forecasts and projections of all of our reporting units and determined that, based on decreased demand for certain specialty lamps resulting from a downturn in the printed circuit board production worldwide and other smaller markets, the fair value of the lighting reporting unit was less than its carrying value. With the assistance of valuation specialists and using a discounted cash flow model, we determined that the carrying value of the recorded goodwill was in excess of the fair value of that goodwill. As a result, we recorded an impairment charge totaling $117.8 million as a cumulative effect of an accounting change. The entire transition adjustment related to our lighting reporting unit within our Optoelectronics reporting segment. In addition, as part of our ongoing compliance with SFAS No. 142, we completed our annual assessment of goodwill using a measurement date of January 3, 2005. This annual assessment did not result in an impairment charge.

Acquisitions and Divestitures

In February 2005, we acquired Elcos AG, a leading European designer and manufacturer of custom light emitting diode, or LED, solutions for biomedical and industrial applications. The transaction combines Elcos’ visible LED technology platform and strong customer and application base with our global sales, application and support organization, therefore expanding the sales growth opportunities for the Elcos technology. Consideration for the transaction was approximately $15.1 million in cash at the time of closing with additional consideration of approximately $1.4 million due through fiscal 2007. In addition, potential earn out payments of up to approximately $8.2 million may be made based on the future performance of the business.

In November 2001, we completed our acquisition of Packard BioScience Company. The integration activities are complete with the exception of $0.4 million in remaining payments due on leased facilities exited in 2001 that will be paid through 2005. These integration activities are linked to the Q4 2001 Plan and are disclosed in Note 3 to our consolidated financial statements included in this annual report on Form 10-K.

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The following table summarizes integration reserve activity during 2004, 2003 and 2002 related to the acquisition of Packard:

	Severance			Abandonment of Excess Facilities			Total Cash Charges			Asset Impairment		Total
	(In millions)
Packard Integration Plan
Balance at December 29, 2002		0.8			3.2			4.0			—		4.0
Amounts paid		(0.8	)		(2.3	)		(3.1	)		—		(3.1	)
Balance at December 28, 2003	$	—		$	0.9		$	0.9		$	—	$	0.9
Amounts paid		—			(0.5	)		(0.5	)		—		(0.5	)
Balance at January 2, 2005	$	—		$	0.4		$	0.4		$	—	$	0.4

Contingencies

We are conducting a number of environmental investigations and remedial actions at our current and former locations and, along with other companies, have been named a potentially responsible party for certain waste disposal sites. We accrue for environmental issues in the accounting period that our responsibility is established and when the cost can be reasonably estimated. We have accrued $3.8 million as of January 2, 2005, representing our management’s estimate of the total cost of ultimate disposition of known environmental matters. This amount is not discounted and does not reflect any recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur, and the possible effects of changing laws and regulations. For sites where we have been named a potentially responsible party, our management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. We expect that such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material adverse effect on our financial position or results of operations. While it is possible that a material loss exceeding the amounts recorded may be incurred, we do not expect the potential exposure to be materially different from the amounts we recorded.

We and certain of our officers have been named as defendants in a class action lawsuit filed in July 2002, and we and certain officers and directors have been named as defendants in purported derivative lawsuits filed in June and July 2004. The plaintiffs in all of these suits have alleged, among other things, various statements made by the Company and management, during the same time period for all three suits, were misleading with respect to our prospects and future operating results. Further information with respect to these lawsuits is contained in Part I, Item 3. Legal Proceedings of this annual report. We believe we have meritorious defenses to these lawsuits and are contesting the actions vigorously. We are currently unable, however, to reasonably estimate the amount of the loss, if any, that may result from the resolution of these matters.

We previously received a notice from the Internal Revenue Service asserting federal income tax deficiencies for 1997 and 1998. The Company and the Internal Revenue Service resolved these matters in 2004. As a result of the settlement, we have reversed the reserves of $10.4 million that had been established in accordance with FAS 5 based on our previous assessment of the resolution of these matters, which assessment was less favorable than the ultimate outcome.

We are under regular examination by the Internal Revenue Service and other tax authorities in the United States and other countries, such as Canada, Finland, and the United Kingdom, and states in which we have significant business operations, such as California and New York. The tax years under examination vary by

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jurisdiction; for example, the IRS is currently examining 1999 through 2002. Assuming current progress, we expect the IRS examination to be completed in fiscal 2005. We regularly assess the likelihood of additional assessments in each of the taxing jurisdictions resulting from these and subsequent years’ examinations. Tax reserves have been established, which we believe to be adequate in relation to the potential for additional assessments. Once established, reserves are adjusted as information becomes available and when an event occurs requiring a change to the reserves. The resolution of tax matters will not have a material effect on our consolidated financial condition, although such settlement could have a material impact on our effective tax rate and consolidated statement of income for a particular future period.

Reporting Segment Results of Continuing Operations

Life and Analytical Sciences

2004 Compared to 2003.    Sales for 2004 were $1,062.8 million, versus $1,003.7 million in 2003, an increase of $59.1 million, or 6%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $39.2 million in 2004, as compared to 2003. The following analysis compares significant sales by market and product type for 2004, as compared to 2003, and includes the effect of foreign exchange rate fluctuations. Sales to environmental and chemical analysis customers increased $24.8 million, OneSource^™ service sales increased by $20.4 million, sales to genetic screening customers increased $11.4 million, and sales to biopharmaceutical customers increased $2.5 million. Service revenue included approximately $2.9 million for the additional week in the 2004 fiscal year. Sales by type of product included increases in sales of instruments of $33.5 million, service of $20.4 million, and consumables of $5.2 million.

Operating profit for 2004 was $103.6 million, versus $94.7 million in 2003, an increase of $8.9 million. Research and development increased $3.5 million in 2004, as compared to 2003. Contributing to the increase were net cost savings associated with various productivity initiatives, including our restructuring and integration activities which resulted in a reduction of employees and the elimination of excess facilities. Offsetting these net cost savings were a $1.9 million restructuring reversal in 2003 for which there was no similar reversal in 2004, and dispositions which created a $0.8 million loss in 2004 versus dispositions which created a $1.6 million gain in 2003. Amortization of intangibles was $26.4 million for the year ended January 2, 2005, versus $26.0 million for the year ended December 28, 2003.

2003 Compared to 2002.    Sales for 2003 were $1,003.7 million, versus $991.7 million in 2002, an increase of $12.0 million, or 1%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $61.0 million in 2003, as compared to 2002. The favorable effect of foreign exchange rate fluctuations was offset in part by reduced unit sales volume. The following analysis compares significant sales by market and product type for 2003, as compared to 2002, and includes the effect of foreign exchange rate fluctuations. Sales to environmental and chemical analysis customers increased $22.7 million, sales to genetic screening customers increased $6.3 million and our OneSource^™ laboratory service sales increased by $14.8 million. These increases were offset by a $31.8 million decrease in sales to biopharmaceutical customers, primarily in sales of liquid handling instruments and radiochemical reagents, as general biopharmaceutical market demand remained weak throughout 2003. Sales by type of product included increases in sales of consumables of $23.5 million, and service of $14.8 million, partially offset by decreases in sales of instruments of $26.3 million.

Operating profit for 2003 was $94.7 million, versus $27.4 million in 2002, an increase of $67.3 million. The increase in 2003 as compared to 2002, was primarily the result of approximately $43.0 million of overall cost savings in 2003 associated with restructuring and integration activities, mainly due to a reduction of employees and the elimination of excess facilities. The increase in operating profit in 2003, as compared to 2002, was also due to approximately $31.5 million of net restructuring charges included in our results for 2002, compared to a net restructuring credit of $1.9 million in 2003. Amortization of intangibles was $26.0 million for the year ended December 28, 2003, versus $25.5 million for the year ended December 29, 2002.

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Optoelectronics

2004 Compared to 2003.    Sales for 2004 were $380.6 million, versus $348.7 million for 2003, an increase of $31.9 million, or 9%. Changes in foreign exchange rates increased sales by approximately $6.5 million. The following analysis of significant sales by product line for 2004, as compared to 2003, includes the effects of changes in foreign exchange rates. Sales of digital imaging products increased by $21.4 million due to increased sales of diagnostic and radiotherapy digital x-ray products. Sales of sensors, lithography, and fiber optic test product lines increased $15.0 million. Sales of specialty lighting products decreased by $4.5 million due to lower photoflash sales into single-use cameras.

Operating profit for 2004 was $57.4 million, versus $46.8 million for 2003, an increase of $10.6 million. The increase in operating profit was primarily the result of increased sales volume, which increased operating profit by approximately $11.5 million, and net productivity improvements and cost reduction actions of $14.0 million, both offset in part by pricing reductions of approximately $14.9 million. Amortization of intangible assets was $1.2 million for 2004 and 2003.

2003 Compared to 2002.    Sales for 2003 were $348.7 million, versus $319.8 million for 2002, an increase of $28.9 million, or 9%. Changes in foreign exchange rates increased sales by approximately $10.0 million. The following analysis of significant sales by product line for 2003, as compared to 2002, includes the effects of changes in foreign exchange rates. Sales of specialty lighting products increased by $18.5 million due to growth in sales of flash products, and sales of digital imaging products increased by $18.9 million due to increased sales of diagnostic and radiotherapy digital x-ray products. These increases were offset in part by sales decreases totaling $8.5 million in our sensors, lithography, and fiber optic test product lines due to limited demand in these end markets.

Operating profit for 2003 was $46.8 million, versus an operating loss of $0.5 million for 2002, an increase of $47.3 million. The operating loss for 2002 includes a charge of $17.2 million for an inventory write down which was not repeated in 2003. Fiscal 2003 included a net restructuring reversal of $1.8 million compared to a net restructuring charge of $3.7 million in 2002. Increased sales and productivity improvements, including improved manufacturing performance and reduced operating expenses, and a headcount reduction of more than 200, reduced expenses by a total of approximately $20.0 million in 2003 compared to 2002. Amortization of intangible assets was $1.2 million for 2003 and $1.3 million for 2002.

Fluid Sciences

2004 Compared to 2003.    Sales for 2004 were $243.8 million, versus $179.7 million for 2003, an increase of $64.1 million, or 36%. Changes in foreign exchange rates increased sales by approximately $1.4 million. The following analysis of significant sales by product line for 2004, as compared to 2003, includes the effects of changes in foreign exchange rates. Sales increased $30.5 million in our semiconductor products due to increased demand, $28.9 million in aerospace products, and $4.7 million in fluid testing and energy technology products.

Operating profit for 2004 was $38.2 million, versus $17.9 million for 2003, an increase of $20.3 million, or 113%. The increase in operating profit resulted primarily from increased sales, shifting production to lower cost locations in Asia, other productivity improvements resulting from Six Sigma and lean manufacturing initiatives. Amortization of intangible assets was $.9 million for 2004 and $1.1 million for 2003.

2003 Compared to 2002.    Sales for 2003 were $179.7 million, versus $189.5 million for 2002, a decrease of $9.8 million, or 5%. Changes in foreign exchange rates increased sales by approximately $2.4 million. The following analysis of significant sales by product line for 2003, as compared to 2002, includes the effects of changes in foreign exchange rates. Sales decreased $4.4 million in our semiconductor products due to declining demand, and $2.7 million in our energy technology products. In addition, sales to our aerospace and fluid testing customers declined modestly by $1.7 million and $1.0 million, respectively, in two difficult markets.

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Operating profit for 2003 was $17.9 million, versus $17.5 million for 2002, an increase of $0.4 million, or 2%. The increase in operating profit resulted primarily from shifting production to lower cost locations in Asia, cost controls, cost reduction actions and other productivity improvements resulting from Six Sigma and lean manufacturing initiatives that more than offset an operating profit decrease due to reduced sales. Amortization of intangible assets was $1.1 million for 2003 and $1.5 million for 2002.

Liquidity and Capital Resources

We require cash to pay our operating expenses, make capital expenditures, service our debt and other long-term liabilities and pay dividends on our common stock. Our principal sources of funds are from our operations and the capital markets, particularly the debt markets. In the near term, we anticipate that our operations will generate sufficient cash to fund our operating expenses, capital expenditures, interest payments on our debt and dividends on our common stock. In the long-term, we expect to use internally generated funds and external sources to satisfy our debt and other long-term liabilities.

Principal factors that could affect the availability of our internally generated funds include:

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

• changes in our working capital requirements, and

• our ability to successfully repatriate cash balances from our foreign subsidiaries for use in settling domestic obligations.

Principal factors that could affect our ability to obtain cash from external sources include:

• financial covenants contained in our borrowings that limit our total borrowing capacity,

• increases in interest rates applicable to our outstanding variable rate debt,

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

• volatility in the markets for corporate debt,

• a decrease in the market price for our common stock, and

• volatility in the public equity markets.

Cash Flows

Fiscal Year 2004

Operating Activities.    Net cash generated by continuing operations operating activities was $199.5 million in 2004. Contributing to the generation of cash from operating activities during 2004 was net income from continuing operations of $98.3 million, depreciation and amortization of $76.2 million, and a decrease in working capital accounts of $4.9 million. Contributing to the decrease in working capital in 2004 were decreases in accounts receivable of $14.6 million and inventory of $1.9 million, offset by decreases in accounts payable of $11.6 million. In general, accounts receivable collections increased due primarily to our focus on improved processes and collections, whereas inventory balances decreased primarily due to improved logistics and inventory management processes. Accounts payable decreased primarily due to timing of payments. There was no incremental use of our accounts receivable securitization facility during 2004. The outstanding amount under this facility totaled $45.0 million at both January 2, 2005 and December 28, 2003. As discussed under “Off-Balance Sheet Arrangements”, we had approximately $20 million of undrawn capacity available under the facility at January 2, 2005.

Investing Activities.    Investing activities related to continuing operations used $12.3 million in 2004. In 2004, we made capital expenditures of $19.0 million, mainly for tooling and productivity improvements and for

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system and facility costs. We derived $3.4 million from sales of a building and equipment and $2.8 million from the settlement of an escrow related to an entity acquired in 2000.

Financing Activities.    In 2004, we used $195.9 million of net cash in financing activities. Debt reductions during 2004 totaled $175.2 million, primarily comprising $175.0 million used to repay a portion of our term loan. We also paid $35.8 million in dividends and received net cash proceeds from the exercise of employee stock options of $15.0 million in 2004.

Fiscal Year 2003

Operating Activities.    Net cash generated by continuing operations operating activities was $163.7 million in 2003. Contributing to the generation of cash from operating activities during 2003 was net income from continuing operations of $57.9 million, depreciation and amortization of $79.5 million and a decrease in working capital accounts of $70.9 million. Contributing to the decrease in working capital in 2003 were reductions in accounts receivable of $43.4 million and inventory of $28.2 million. In general, accounts receivable and inventory levels declined due to our focus on customer payment terms as well as enhanced inventory management. Accounts receivable also decreased as a result of increased use of our accounts receivable securitization facility, which increased $16 million, from $29 million at December 29, 2002 to $45 million at January 2, 2005. Cash outlays for accrued expenses, restructuring and other assets and liabilities totaled $46.0 million during 2003, primarily as a result of payments toward restructuring plans and other obligations. We expect our restructuring expenditures to be reduced in 2004.

Investing Activities.    In 2003, we withdrew $187.5 million of cash held in escrow to retire substantially all of our remaining outstanding indebtedness under our zero coupon convertible debentures. In 2003, we made capital expenditures of $16.6 million mainly in the areas of tooling and productivity improvements along with system and facility costs related to integration activities. Net proceeds from the dispositions of businesses and fixed assets during 2003 were $4.4 million. We derived $4.9 million of these proceeds from the sale of a building made redundant due to integration activities.

Financing Activities.    In 2003, we used $298.4 million of net cash in financing activities. We expended $187.5 million of cash withdrawn from our designated escrow account along with approximately $2.4 million of available cash to redeem our outstanding zero coupon convertible debentures. Debt reductions during 2003 also included $70.0 million of cash used to repay a portion of our term loan. In December 2003, we amended our credit facility to, among other things, reduce the interest rate applicable to our term loan. We paid $4.4 million transaction in fees during 2003 in connection with that amendment. We also paid $35.4 million in dividends and received net cash proceeds from the exercise of employee stock options of $3.6 million in 2003.

Borrowing Arrangements

Senior Secured Credit Facility.    In December 2002, we entered into a senior credit facility. This facility comprises a six-year term loan in the amount of $315.0 million and a $100.0 million five-year revolving credit facility. In 2004, we made $175.0 million of principal payments on the term loan. Accordingly, at January 2, 2005 we had $70.0 million outstanding under our term loan and no outstanding principal balance under our revolving credit facility at January 2, 2005 or at any other time.

Interest rates under the senior credit facility applicable to the term loan and to the revolving credit facility are determined as a margin over either the Eurodollar rate or the base rate. The base rate is the higher of (1) the corporate base rate announced from time to time by Bank of America, N.A. and (2) the Federal Funds rate plus 50 basis points. The applicable margins for the term loan and the revolving credit facility vary based upon our leverage ratio at the end of the prior quarter. The applicable margin as of January 2, 2005 was 200 basis points for the Eurodollar rate and 100 basis points for the base rate. We may allocate all or a portion of our indebtedness under the senior credit facility to interest based upon the margin over the Eurodollar rate or the base rate. At

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January 2, 2005, the Eurodollar rate was approximately 247 basis points and the base rate was 525 basis points resulting in a Eurodollar interest rate on the senior credit facility of 447 basis points.

In October 2004, we amended our senior credit facility to allow greater flexibility regarding acquisitions, stock repurchases, debt reduction and cash repatriation. The amount of permitted acquisitions and any related indebtedness was raised from $125 million to $250 million. The amount of indebtedness related to acquisitions is subject to compliance with all financial covenants.

The term loan is repayable in mandatory nominal quarterly installments of $0.8 million of the outstanding balance until December 2007, and thereafter in four equal quarterly installments of 25% of the then outstanding balance until December 2008. Additionally, annual principal payments as a percentage of excess cash flow, defined as a ratio based on our cash flow and leverage ratio in the credit agreement, are payable six months following the end of each fiscal year. We are not required to make any such principal payment in 2005, with respect to our 2004 excess cash flow. In 2004, we made $175 million in principal payments on the term loan. The revolving credit facility is available to us through December 2007 for our working capital needs. At no point in fiscal 2004 nor at any other time, did we have any outstanding principal balance under the revolving credit facility.

Our senior credit facility contains covenants that require us to maintain specific financial ratios, including:

• a minimum interest coverage ratio,

• a minimum fixed charge coverage ratio,

• a maximum senior leverage ratio, and

• a maximum total leverage ratio.

As of January 2, 2005, and at all other times during fiscal 2004, we were in compliance with all applicable covenants.

8 ⁷/8% Notes.    In December 2002, we issued and sold ten-year senior subordinated notes at a rate of 8 ⁷/8% with a face value of $300.0 million. We received $297.5 million in gross proceeds from the issuance. We recorded deferred issuance costs of $7.0 million as a non-current asset. The debt, which matures in January 2013, is unsecured but is guaranteed by substantially all of our domestic subsidiaries. Interest on our 8 ⁷/8% notes is payable semi-annually on January 15 and July 15. In January 2004, we swapped the fixed rate on $100 million of these notes to a floating rate using swap instruments which reset semi-annually in arrears based upon six-month USD LIBOR and an applicable spread as defined in the swap agreements. In January 2005, we swapped an additional $100 million of these notes from fixed rate to floating rate at similar terms to the January 2004 swap, and therefore we now pay the applicable six-month USD LIBOR rate, plus the applicable spread, on $200 million of our obligations represented by the notes.

If a change of control of our company occurs, each holder of 8 ⁷/8% notes may require us to repurchase some or all of its notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued interest. Before January 15, 2006, we may redeem up to 35% of the aggregate principal amount with the net proceeds of specified public equity offerings at 108.875% of the principal amount of the notes, plus accrued interest, if at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption. We may redeem some or all of our 8 ⁷/8% notes at any time on or after January 15, 2008, at a redemption price of 104.438%. The redemption price decreases to 102.958% on January 15, 2009, to 101.479% on January 15, 2010 and to 100% on January 15, 2011. The debt is subordinated to our senior credit facility. These notes contain financial and other covenants. Most of these covenants terminate if the notes obtain an investment grade rating by Standard & Poor’s Rating Services and Moody’s Investors Service. At January 2, 2005, and at all times during fiscal 2004, we were in compliance with all applicable covenants.

Zero Coupon Convertible Debentures.    Through the first quarter of 2003, we repurchased $344.7 million in accreted amount of our zero coupon convertible debentures due 2020 in open market purchases and through a

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December 2002 tender offer. We redeemed the remaining $157.4 million of accreted value of zero coupon debentures on August 7, 2003 in accordance with their terms. We used approximately $155.0 million held in escrow pursuant to the terms of our senior secured credit facility along with available cash of approximately $2.4 million, to redeem the zero coupon convertible debentures. As of December 28, 2003 the zero coupon convertible debentures had been fully retired.

6.8% Notes.    In December 2002, we initiated a tender offer for all of our outstanding 6.8% notes. We completed the tender offer and repurchased all but $4.7 million of these notes as of December 26, 2002. 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 as of December 29, 2002. We may from time to time repurchase outstanding 6.8% notes through open market purchases, privately negotiated transactions or otherwise. The remaining $4.7 million in notes are due to be paid in October 2005.

Off-Balance Sheet Arrangements

Receivables Securitization Facility

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 $50.0 million to $65.0 million to expand our sources of liquidity. Amounts funded under this facility were $45.0 million at both January 2, 2005 and December 28, 2003. As of January 2, 2005, we had approximately $20 million of undrawn capacity available under the facility. The facility had an effective interest rate of approximately LIBOR plus 74 basis points as of January 2, 2005. 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 January 2, 2005, we had a senior unsecured credit rating of BB+ with a stable outlook from Standard & Poor’s Rating Services, and of Ba2 with a positive outlook from Moody’s Investors Service. The facility expires on January 27, 2006.

Dividends

Our Board of Directors declared regular quarterly cash dividends of seven cents per share in each quarter of 2004 and 2003, resulting in an annual dividend rate of 28 cents per share. 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 quarterly cash dividend in the future if we are unable to comply with certain financial covenants that primarily relate to cash flow.

Contractual Obligations

The following table summarizes our contractual obligations at January 2, 2005:

	Operating Leases		6.8% Unsecured Notes due 2005		Term Note		8.875% Sr. Subordinated Notes due 2013		Other Revolving Debt Facilities		Total
	(In thousands)
2005	$	30,496	$	4,681	$	3,150		—	$	1,883	$	40,210
2006		25,541		—		3,150		—		7		28,698
2007		17,099		—		3,150		—		—		20,249
2008		13,798		—		60,550		—		—		74,348
2009		12,461		—		—		—		—		12,461
2010 and beyond		122,176		—		—	$	298,017		—		420,193
Total	$	221,571	$	4,681	$	70,000	$	298,017	$	1,890	$	596,159

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Capital Expenditures

During 2005, we expect to make capital expenditures of approximately $25 million to $35 million primarily to introduce new products, to improve our operating processes, to shift the production capacity to lower cost locations, and to capitalize expenses related to internally developed information technology. We expect to use our available cash and internally generated funds to fund these expenditures.

Future Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board, or FASB, issued FASB No. 123R, Share-Based Payment. This Statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion, or APB, No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The Statement requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards, with limited exceptions. SFAS No. 123R is effective for the first interim or annual reporting period that begins after June 15, 2005.

We expect to adopt SFAS No. 123R using the Statement’s modified prospective application method. We expect our adoption of SFAS No. 123R to increase stock compensation expense. We are currently evaluating the impact that the adoption of SFAS No. 123R will have on our financial results.

On November 29, 2004, the FASB issued Statement No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. Statement 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. Statement 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are evaluating the potential impact, if any, the adoption of Statement 151 will have on our consolidated financial position, results of operations or cash flows.

Application of Critical Accounting Policies and Estimates

The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, restructuring, pensions and other post-retirement benefits, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in preparation of our consolidated financial statements.

Revenue recognition. We record product sales when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collectibility is reasonably assured. For products that include installation, if the installation meets the criteria to be considered a separate element, we recognize product revenue upon delivery, and we delay recognition of installation revenue until the installation is complete. For sales that include customer-specified acceptance criteria, we recognize revenue only after the acceptance criteria have been met. We defer revenue from services and recognize it over the contractual period or as we render services and the customer accepts them. When arrangements include multiple elements, we use objective evidence of fair value to allocate revenue to the elements and recognize revenue when the criteria for revenue recognition have been met for each element, all in accordance with Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. Because the majority of our sales relate to specific

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manufactured products or units rather than long-term customized projects, we generally do not experience significant changes in original estimates. Further, we have not experienced any significant product returns or refunds or promotional allowances that require significant estimation.

Allowances for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We generally compute our allowance for doubtful accounts by (1) applying specific percentage reserves on accounts that are past due and deemed uncollectible; and (2) specifically reserving for customers known to be in financial difficulty. Therefore, if the financial condition of our customers were to deteriorate beyond our estimates, we may have to increase our allowance for doubtful accounts. This would reduce our earnings.

Inventory valuation. We initially value inventory at actual cost to purchase and/or manufacture. We periodically review these values to ascertain that market value of the inventory continues to exceed its recorded cost. Generally, reductions in value of inventory below cost are caused by our maintenance of stocks of products in excess of demand or technological obsolescence of the inventory. We regularly review inventory quantities on hand and, when necessary, record provisions for excess and obsolete inventory based on either our estimated forecast of product demand and production requirements or historical trailing usage of the product. If our sales do not materialize as planned or at historic levels, we may have to increase our reserve for excess and obsolete inventory. This would reduce our earnings. If actual market conditions are more favorable than anticipated, inventory previously written down may be sold, resulting in lower costs of sales and higher income from operations than expected in that period.

Value of long-lived assets, including intangibles. We carry a variety of long-lived assets on our balance sheet including property and equipment, investments, identifiable intangible assets and goodwill. We periodically review the carrying value of all of these assets based, in part, upon current estimated market values and our projections of anticipated future cash flows. We undertake this review (1) on an annual basis for assets such as goodwill and non-amortizing intangible assets and (2) on a periodic basis for other long-lived assets when facts and circumstances suggest that cash flows emanating from those assets may be diminished. Any impairment charge that we record reduces our earnings. The 2002 initial assessment of goodwill recoverability under SFAS No. 142 resulted in a $117.8 million charge to our earnings. This charge, relating to goodwill in our lighting reporting unit within our Optoelectronics business segment, was caused by expected declines in profitability and cash flows as a result of softness in key end-markets. We completed the annual impairment tests of goodwill for 2003 and 2004 and concluded that there was no impairment. While we believe that our estimates of current value are reasonable, different assumptions regarding items such as future cash flows and the volatility inherent in markets which we serve could affect our evaluations and result in impairment charges against the carrying value of those assets. In addition, we currently evaluate the remaining useful life of our intangible assets that are not being amortized at least annually to determine whether events or circumstances continue to support an indefinite useful life. If events or circumstances indicate that the useful life of nonamortizing intangible assets are no longer indefinite, the assets will be tested for impairment in accordance with SFAS 142. These intangible assets will then be amortized prospectively over their estimated remaining useful life and accounted for in the same manner as other intangible assets that are subject to amortization.

Employee compensation and benefits.    Retirement and post retirement benefit plans are a significant cost of doing business and represent obligations that will be ultimately settled far in the future and therefore are subject to estimation. Retirement and post retirement benefit plan expenses are allocated to cost of sales, research and development and selling, general and administrative expenses in our consolidated statement of operations. We incurred expenses of $9.1 million in 2004, $6.2 million in 2003 and $3.9 million in 2002 for our retirement and post retirement plans. We expect expenses of approximately $12.8 million in 2005 for our retirement and post retirement plans. Pension accounting is intended to reflect the recognition of future benefit costs over the employee’s approximate service period based on the terms of the plans and the investment and funding decisions made. We are required to make assumptions regarding such variables as the expected long-term rate of return on assets and the discount rate applied to determine service cost and interest cost to arrive at pension income or

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expense for the year. As of January 2, 2005, we estimated the expected long-term rate of return of assets in our pension portfolios in the United States was 8.5% percent, and was 7.5% percent for plans outside the United States. We have analyzed the rates of return on assets used and determined that these rates are reasonable based on the plans’ historical performance relative to the overall markets in the countries where we invest the assets as well as our current expectations for long- term rates of returns for our pension assets. Our management will continue to assess the expected long-term rate of return on plan assets assumption for each plan based on relevant market conditions and will make adjustments to the assumptions as appropriate. Discount rate assumptions have been, and continue to be based on the prevailing market long-term interest rates at the measurement date. If any of our assumptions were to change, our pension plan expenses would also change. A one percent decrease in the estimated return on plan assets would increase our pre-tax pension expense by $2.1 million for 2005 in the United States and by $0.7 million for 2005 for all plans outside the United States. We have reduced the volatility in our health care costs provided to our retirees by adopting a defined dollar plan feature. Under the defined dollar plan feature, our total annual liability for health care costs to any one retiree is limited to a fixed dollar amount, regardless of the nature or cost of the health care needs of that retiree. Our maximum future liability therefore, cannot be increased by future changes in the cost of health care.

Restructuring activities.    Our financial statements detail specific charges relating to restructuring activities as well as the actual spending that has occurred against the resulting accruals. Our restructuring charges are estimates based on our preliminary assessments of (1) severance benefits to be granted to employees, based on known benefit formulas and identified job grades, (2) costs to abandon certain facilities based on known lease costs of sub-rental income and (3) asset impairments as discussed above under “Value of Long-Lived Assets, Including Intangibles.” Because these accruals are estimates, they are subject to change as a result of deviations from initial restructuring plans or subsequent information that may come to our attention. For example, actual severance costs may be less than anticipated if employees voluntarily leave prior to the time at which they would be entitled to severance or if anticipated legal hurdles in foreign jurisdictions prove to be less onerous than expected. In addition, unanticipated successes or difficulties in terminating leases and other contractual obligations may lead to changes in estimates. When such changes in estimates occur, they are reflected in our financial statements on the income statement line entitled “restructuring charges, net”.

Gains or losses on dispositions.    When we record the disposition of an asset or discontinuance of an operation, we make an estimate relative to the amount we expect to realize on the sale or disposition. This estimate is based on a variety of factors, including current interest in the market, alternative markets for the assets and other relevant factors. If anticipated proceeds are less than the current carrying amount of the asset or operation, we record a loss. If anticipated proceeds are greater than the current carrying amount of the asset or operation, we recognize a gain net of expected contingencies when the transaction has been consummated. Accordingly, we may realize amounts different than were first estimated. During the year ended January 2, 2005, we recognized $0.4 million in losses from disposition of a business and excess facilities. We also recorded $0.5 million in losses from the disposition of discontinued operations comprised of gains from the final disposition of our Telecommunications Components and Technical Services businesses. These gains were offset by losses associated with the disposition of our Electroformed Products and Computer-To-Plate businesses. Any such changes decrease or increase current earnings and are recorded either against the “gains on disposition” or “discontinued operations” line items appearing in our income statement.

Income taxes.    Our business operations are global in nature, and we are subject to taxes in more than 40 countries. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change given the political and economic climate in those countries. We report and pay income tax based on operational results and applicable law. Our tax provision contemplates tax rates in effect to determine both our current and deferred tax position. Any significant fluctuation in rates or changes in tax laws could cause our estimates of taxes we anticipate either paying or recovering in the future to change. Such changes could lead to either increases or decreases in our effective tax rate.

Our tax positions are consistently subject to challenge by taxing authorities throughout the world. Where appropriate, we reserve for tax matters where we believe that there is a significant likelihood of an

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incremental liability being incurred. Any significant changes as a result of changes in underlying facts, law, tax rates, tax audit or review could lead to adjustments in our effective tax rate or cash flow.

In addition, we have established valuation allowances against a variety of deferred tax assets, including net operating loss carryforwards, foreign tax credits and other credits. Valuation allowances take into consideration our ability to ultimately use these deferred tax assets and reduce the value of such items to the amount that is deemed to be recoverable. Improvements or other changes in our operations, domestically and internationally, could increase our ability to utilize these tax attributes in the future. The release of valuation allowances in periods when these tax attributes become realizable would reduce our effective tax rate.

The FASB also issued FASB Staff Position, or FSP, No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. The American Jobs Creation Act introduces a special one-time dividends received deduction on the repatriation of specified foreign earnings to a U.S. taxpayer, provided criteria are met. FSP 109-2 provides accounting and disclosure guidance for the repatriation provision. Until the Treasury Department or Congress provides additional clarifying language on key elements of the repatriation provision, the total amount of foreign earnings to be repatriated by us cannot be determined and the presumption that such unremitted earnings will not be repatriated cannot be overcome. FSP 109-2 grants an enterprise additional time beyond the year ended December 31, 2004, in which the Act was enacted, to evaluate the effects of the Act on its plan for reinvestment or repatriation of unremitted earnings. FSP 109-2 calls for enhanced disclosures of, among other items, the status of a company’s evaluations, the effects of completed evaluations, and the potential range of income tax effects of repatriations. Such disclosures are included in Note 5 to our consolidated financial statements.

Forward-Looking Information and Factors Affecting Future Performance

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

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 more than 50% of our total sales in the fiscal year ended January 2, 2005. 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.

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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 change, 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.

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

As of January 2, 2005, we had approximately $374.6 million in outstanding indebtedness.

We have $100.0 million in additional borrowing capacity available to us under our revolving credit facility and $20 million under our receivable securitization program. 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 leverage could have 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, and

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

Approximately $70 million of our indebtedness bears interest at floating rates pursuant to the terms of the original agreements. However, after giving effect to the interest rate swaps entered into in January 2004 and January 2005, approximately $270 million of our indebtedness now 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

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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 or research and development 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 refinance existing debt or 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.

Our operating results may could be harmed by cyclical downturns affecting several of the industries into which we sell our products.

Some of the industries and markets into which we sell our products are cyclical. Industry downturns are often characterized by reduced product demand, excess manufacturing capacity and erosion of average selling

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prices and profits. In the past, 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, our operating results were reduced by downturns in many of the markets we serve, including the pharmaceutical, biomedical, semiconductor and aerospace markets.

Our quarterly operating results could be 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 may not be able to make those 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 Elcos AG in February 2005. However, we may be unable to identify, 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 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, such as incompatible management, information or other systems or cultural differences.

39

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 are unable to renew our licenses or otherwise lose our licensed rights, we may have to stop selling products or we may 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 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. We may not be able to compete effectively with all of these competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to adjust 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 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. We had to do this on a temporary basis in 2004 in response to an FDA directive at one of our Life and Analytical Sciences locations until we were able to resolve the matter by implementing additional testing and labeling conditions on the relevant product. 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

40

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, such as the pending actions by, respectively, Enzo Biochem, Inc. and Enzo Life Sciences, Inc., and by Amersham Biosciences Corp. and Amersham Plc, 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 January 2, 2005, our total assets included $1.5 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. We test these items 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.

Adverse changes in our business or the failure to grow our Life and Analytical Sciences business may result in impairment of our intangible assets which could adversely affect our results of operations.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures about Market Risks

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 January 2, 2005.

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. Deferred gains and losses are recognized in income in the period in which the underlying anticipated transaction occurs. For the year ended January 2, 2005, we did not engage in any designated cash flow hedges. The notional amount of the outstanding foreign currency contracts was approximately $166.8 million at January 2, 2005 and $168.5 million as of December 28, 2003, and the approximate fair value of these foreign currency derivative contracts was insignificant. The duration of the foreign currency derivative contracts was generally 30 days for 2004.

41

Market Risk

Market Risk.    We are exposed to market risk, including changes in interest rates and currency exchange rates. To manage the volatility relating to these exposures, we enter into various derivative transactions pursuant to our policies to hedge against known or forecasted market exposures.

Foreign Exchange Risk.    As a multinational corporation, we are exposed to changes in foreign exchange rates. These exposures can take a variety of different forms:

(1) As our international sales grow, exposure to 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, this impact is purely a result of the translation effect and does not materially impact our short-term cash flows.

(2) In all parts of the world our subsidiaries, on occasion, invoice third-party customers in foreign currencies other than the one in which they primarily do business. We refer to our subsidiaries’ primary business currencies as the “functional currencies.” Movements in the invoiced currency relative 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 worldwide. Accordingly, inventories may be manufactured in one location, stored in another, and distributed in a third location. This results in a wide array of intercompany transactions—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 exchange rates of currencies involved.

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

(5) In order to repay debt or satisfy operational needs, 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 United States dollars. Our cash flows and our results of operations are therefore also impacted by these transactions.

We use foreign currency forward and option contracts to manage the risk of exchange rate fluctuations. The derivative instruments held by us are not leveraged and are not held for trading purposes. We specifically use forward contracts to hedge our foreign denominated assets and liabilities and use a combination of forward and option contracts to hedge anticipated cash flows. Our hedging activity is intended to offset the impact of currency fluctuations on assets, liabilities and cash flows denominated in foreign currencies. The success of our hedging program depends on forecasts of transaction activity in various currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated currency gains or losses. The principal currencies we hedge are the British Pound, Canadian Dollar, Euro, Japanese Yen, and Singapore Dollar. In those currencies where there is a liquid, cost-effective forward market, we maintain hedge coverage between our established minimum and maximum percentages of our anticipated transaction exposure for periods not to exceed one year. The gains and losses on these contracts offset changes in the value of the related exposure.

Foreign Currency Risk—Value-at-Risk Disclosure—We utilize a Value-at-Risk model to determine the potential earning/fair value exposures presented by our foreign currency related financial instruments. As discussed above, we seek to minimize this exposure through our hedging program. Our Value-at-Risk computation is based on the Monte Carlo simulation, utilizing a 95% confidence interval and a holding period of 30 days. As of January 2, 2005, this computation estimated that there is a 5% chance that the market value of the

42

underlying exposures and the corresponding derivative instruments either increase or decrease due to foreign currency fluctuations by more than $0.1 million. This Value-At-Risk measure is consistent with our financial statement disclosures relative to our foreign currency hedging program. Specifically, during each of the four quarters ended in fiscal 2004, the Value-At-Risk ranged between $0.1 million and $0.3 million, and averaged approximately $0.2 million.

Interest Rate Risk.    As described above, 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. In January 2005 and January 2004, we effected, for a portion of our fixed rate debt portfolio, interest rate swaps that in effect convert fixed rate debt to variable rate debt. These swaps have been designated as fair value hedges. These swaps are marked to market in our consolidated financial statements. The fair value movements in these swaps are offset by the fair value movement in the debt.

Interest Rate Risk—Sensitivity—As of January 2, 2005, our debt portfolio was comprised of $304.6 million fixed rate debt and $70.0 million of variable rate debt. After giving effect to the interest rate swaps entered into in January 2004 and January 2005, $104.6 million of our debt portfolio is fixed and $270.0 million is variable. In addition, our cash and cash equivalents, for which we receive interest at variable rates, were $197.5 million at January 2, 2005. Our current earnings exposure for changes in interest rates can be summarized as follows:

(1) changes in interest rates can cause interest charges on our variable rate debt comprised of $70 million of term loan and $200 million of swapped 8 ⁷/8% notes to fluctuate. A 10% increase, or approximately 64 basis points, in current interest rates would cause an additional pre-tax charge to our earnings of $1.7 million for fiscal year 2005.

(2) changes in interest rates can cause our cash flows relative to interest payments on variable rate debt to fluctuate. As described above, an increase of 10%, or approximately 64 basis points, in current interest rates would cause our cash outflows to increase by $1.7 million for fiscal year 2005.

(3) changes in interest rates can cause our cash flows relative to interest received to fluctuate.

(4) changes in interest rates can cause the value of our fixed rate debt to change. However, such a value change has no impact on either our earnings or our cash flows unless we determine that we wish to retire this debt in the open market.

43

Item 8.     Financial Statements and Supplemental Data

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	45
Consolidated Statements of Operations for the Three Years Ended January 2, 2005	46
Consolidated Balance Sheets as of January 2, 2005 and December 28, 2003	47
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Three Years Ended January 2, 2005	48
Consolidated Statements of Cash Flows for the Three Years Ended January 2, 2005	50
Notes to Consolidated Financial Statements	51

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of PerkinElmer, Inc.

Wellesley, Massachusetts

We have audited the accompanying consolidated balance sheets of PerkinElmer, Inc. and subsidiaries (the “Company”) as of January 2, 2005 and December 28, 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended January 2, 2005. Our audits also included the financial statement schedule listed in the Index at ITEM 15(a)2. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of PerkinElmer, Inc. and subsidiaries as of January 2, 2005 and December 28, 2003, and the results of their operations and their cash flows for each of the three years in the period ended January 2, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of January 2, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note 12 to the consolidated financial statements, the Company changed its method of accounting for goodwill and intangible assets in 2002 to conform to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 10, 2005

45

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended

	January 2, 2005			December 28, 2003			December 29, 2002
	(In thousands, except per share data)
Sales:
Products	$	1,430,133		$	1,297,371		$	1,284,108
Services		257,098			234,679			216,886
Total sales		1,687,231			1,532,050			1,500,994
Cost of sales:
Products		853,282			762,780			768,710
Services		153,396			137,978			129,836
Total cost of sales		1,006,678			900,758			898,546
Selling, general and administrative expenses		387,543			385,975			430,847
Research and development expenses		87,050			81,366			84,958
Restructuring (reversals), net		—			(3,539	)		35,698
Losses (gains) on dispositions, net		409			(2,674	)		(5,216	)
Amortization of intangible assets		28,481			28,323			28,304
Operating income from continuing operations		177,070			141,841			27,857
Interest and other expense, net		40,323			56,396			32,860
Income (loss) from continuing operations before income taxes		136,747			85,445			(5,003	)
Provision (benefit) for income taxes		38,495			27,512			(3,487	)
Income (loss) from continuing operations		98,252			57,933			(1,516	)
Loss from discontinued operations, net of income taxes		(1,714	)		(4,526	)		(19,162	)
Loss on disposition of discontinued operations, net of income taxes		(495	)		(448	)		(13,460	)
Income (loss) before effect of accounting change		96,043			52,959			(34,138	)
Effect of accounting change, net of income taxes		—			—			(117,800	)
Net income (loss)	$	96,043		$	52,959		$	(151,938	)
Basic earnings (loss) per share:
Continuing operations	$	0.77		$	0.46		$	(0.01	)
Discontinued operations		(0.02	)		(0.04	)		(0.26	)
Income (loss) before effect of accounting change		0.75			0.42			(0.27	)
Effect of accounting change, net of income taxes		—			—			(0.94	)
Net income (loss)	$	0.75		$	0.42		$	(1.21	)
Diluted earnings (loss) per share:
Continued operations	$	0.76		$	0.45		$	(0.01	)
Discontinued operations		(0.02	)		(0.04	)		(0.26	)
Net income (loss) before effect of accounting change		0.74			0.41			(0.27	)
Effect of accounting change, net of income taxes		—			—			(0.94	)
Net income (loss)	$	0.74		$	0.41		$	(1.21	)

The accompanying notes are an integral part of these consolidated financial statements.

46

CONSOLIDATED BALANCE SHEETS

As of and For the Years Ended

	January 2, 2005			December 28, 2003
	(In thousands except share and per share data)
Current assets:
Cash and cash equivalents	$	197,513		$	191,499
Accounts receivable, net		287,299			288,027
Inventories		193,556			188,602
Other current assets		69,119			95,204
Current assets of discontinued operations		143			2,968
Total current assets		747,630			766,300
Property, plant and equipment:
At cost		631,693			618,651
Accumulated depreciation		(395,777	)		(352,290	)
Property, plant and equipment, net		235,916			266,361
Marketable securities and investments		10,479			10,874
Intangible assets, net		397,445			424,703
Goodwill		1,073,869			1,034,911
Other assets		110,016			102,658
Long-term assets of discontinued operations		152			1,920
Total assets	$	2,575,507		$	2,607,727
Current liabilities:
Short-term debt	$	9,714		$	5,167
Accounts payable		146,630			154,260
Accrued restructuring and integration costs		3,045			8,055
Accrued expenses		286,460			283,695
Current liabilities of discontinued operations		118			846
Total current liabilities		445,967			452,023
Long-term debt		364,874			544,307
Long-term liabilities		304,581			262,347
Commitments and contingencies
Stockholders’ equity:
Preferred stock — $1 par value per share, authorized 1,000,000 shares; none issued or outstanding		—			—
Common stock — $1 par value per share, authorized 300,000,000 shares; issued 129,059,000 and 145,101,000 shares at January 2, 2005 and December 28, 2003, respectively; and outstanding 129,059,000 and 126,909,000 shares at January 2, 2005 and December 28, 2003, respectively		129,059			145,101
Capital in excess of par value		545,000			681,550
Unearned compensation		(4,202	)		(3,494	)
Retained earnings		732,878			672,616
Accumulated other comprehensive income		57,350			30,908
Cost of shares held in treasury — 18,192,000 shares at December 28, 2003		—			(177,631	)
Total stockholders’ equity		1,460,085			1,349,050
Total liabilities and stockholders’ equity	$	2,575,507		$	2,607,727

The accompanying notes are an integral part of these consolidated financial statements.

47

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

For the Three Years Ended January 2, 2005

	Comprehensive Income			Common Stock Amount		Capital in Excess of Par		Unearned Compensation			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Cost of Shares Held in Treasury			Total Stockholders’ Equity
	(In thousands)
Balance, December 31, 2001				$	145,101	$	641,091	$	(3,827	)	$	842,283		$	(60,940	)	$	(200,151	)	$	1,363,557
Comprehensive income
Net loss	$	(151,938	)		—		—		—			(151,938	)		—			—			(151,938	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		34,350			—		—		—			—			34,350			—			34,350
Change in minimum liability of pension		(3,928	)		—		—		—			—			(3,928	)		—			(3,928	)
Unrealized losses on derivative instruments		(1,407	)		—		—		—			—			(1,407	)		—			(1,407	)
Unrealized gains on securities arising during the period, net of tax		60			—		—		—			—			60			—			60
Reclassification adjustment		(417	)
Other comprehensive income		28,658
Comprehensive loss	$	(123,280	)
Cash dividends ($.28 per share)					—		—		—			(35,279	)		—			—			(35,279	)
Exercise of employee stock options					—		2,173		—			—			—			6,114			8,287
Issuance of common stock for employee benefit plans					—		8,661		(2,063	)		—			—			9,965			16,563
Purchase of common stock for treasury					—		—		—			—			—			(5,925	)		(5,925	)
Acquisition of Packard					—		28,004		—			—			—			—			28,004
Balance, December 29, 2002				$	145,101	$	679,929	$	(5,890	)	$	655,066		$	(31,865	)	$	(189,997	)	$	1,252,344

48

	Comprehensive Income			Common Stock Amount			Capital in Excess of Par			Unearned Compensation			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Cost of Shares Held in Treasury			Total Stockholders’ Equity
	(In thousands)
Comprehensive income
Net income	$	52,959			—			—			—			52,959			—			—			52,959
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		70,475			—			—			—			—			70,475			—			70,475
Change in minimum liability of pension		(9,110	)		—			—			—			—			(9,110	)		—			(9,110	)
Unrealized gains on securities arising during the period, net of tax		1,408			—			—			—			—			1,408			—			1,408
Other comprehensive income		62,773			—			—			—			—			—			—			—
Comprehensive income	$	115,732			—			—			—			—			—			—			—
Cash dividends ($.28 per share)		—			—			—			—			(35,409	)		—			—			(35,409	)
Exercise of employee stock options and related income tax benefits		—			—			2,057			—			—			—			3,630			5,687
Issuance of common stock for employee benefit plans		—			—			(436	)		2,396			—			—			8,736			10,696
Balance, December 28, 2003				$	145,101		$	681,550		$	(3,494	)	$	672,616		$	30,908		$	(177,631	)	$	1,349,050
Comprehensive income
Net income	$	96,043			—			—			—			96,043			—			—			96,043
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		38,354			—			—			—			—			38,354			—			38,354
Change in minimum liability of pension		(11,987	)		—			—			—			—			(11,987	)		—			(11,987	)
Unrealized gains on securities arising during the period, net of tax		75			—			—			—			—			75			—			75
Other comprehensive income		26,442			—			—			—			—			—			—			—
Comprehensive income	$	122,485			—			—			—			—			—			—			—
Cash dividends ($.28 per share)		—			—			—			—			(35,781	)		—			—			(35,781	)
Exercise of employee stock options		—			855			9,646			—			—			—			4,540			15,041
Issuance of common stock for employee benefit plans		—			167			3,408			2,034			—			—			2,336			7,945
Issuance (cancellation) of common stock for long-term incentive program		—			(16	)		2,185			(2,742	)		—			—			1,918			1,345
Elimination of treasury stock		—			(17,048	)		(151,789	)		—			—			—			168,837			—
Balance, January 2, 2005				$	129,059		$	545,000		$	(4,202	)	$	732,878		$	57,350		$	—		$	1,460,085

The accompanying notes are an integral part of these consolidated financial statements.

49

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Years Ended

	January 2, 2005			December 28, 2003			December 29, 2002
	(In thousands)
Operating activities:
Net income (loss)	$	96,043		$	52,959		$	(151,938	)
Add net loss from discontinued operations		1,714			4,526			19,162
Add net loss on disposition of discontinued operations		495			448			13,460
Add effect of accounting change		—			—			117,800
Income (loss) from continuing operations		98,252			57,933			(1,516	)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by continuing operations:
Non-cash restructuring actions		—			(3,539	)		3,150
Depreciation and amortization		76,241			79,494			75,833
Stock-based compensation		9,290			8,880			8,813
Deferred taxes		21,932			(11,842	)		(35,369	)
Amortization of deferred debt issuance cost, accretion of discounts and net gains from extinguishment of debt		8,099			9,631			19,531
Gains on dispositions net of losses on investments		409			(283	)		(3,229	)
Changes in assets and liabilities which provided (used) cash, excluding effects from companies purchased and divested:
Accounts receivable, net		14,596			43,359			35,278
Inventories		1,853			28,163			48,231
Accounts payable		(11,575	)		725			13,846
Tax benefit from exercise of common stock options		—			2,070			912
Accrued expenses and other		(19,607	)		(50,878	)		(49,159	)
Net cash provided by continuing operations operating activities		199,490			163,713			116,321
Net cash provided by (used in) discontinued operations operating activities		1,267			3,762			(8,617	)
Net cash provided by operating activities		200,757			167,475			107,704
Investing activities:
Cash held in escrow		—			187,477			(186,483	)
Purchase of Fremont, CA facility		—			—			(30,000	)
Capital expenditures		(18,961	)		(16,588	)		(37,819	)
Proceeds from (settlement of) dispositions of businesses, net		425			(959	)		96,194
Proceeds from dispositions of property, plant and equipment, net		3,442			5,363			29,782
Proceeds of acquisitions and investments, net of cash and cash equivalents acquired		2,765			534			(22,511	)
Net cash (used in) provided by continuing operations investing activities		(12,329	)		175,827			(150,837	)
Net cash provided by (used in) discontinued operations investing activities		646			1,400			(5,200	)
Net cash (used in) provided by investing activities		(11,683	)		177,227			(156,037	)
Financing activities:
Prepayment of short-term debt		—			—			(123,683	)
Prepayment of 2005 notes		—			—			(110,288	)
Prepayment of term loan debt		(175,000	)		(70,000	)		—
Prepayment of zero coupon convertible notes		—			(189,901	)		(304,322	)
Proceeds from sale of senior subordinated notes		—			—			297,500
Proceeds from term loan		—			—			315,000
Payment of debt issuance costs		—			(4,385	)		(15,841	)
Other debt decreases		(198	)		(2,273	)		(5,540	)
Proceeds from exercise of stock options		15,041			3,617			12,851
Purchases of common stock for treasury		—			—			(5,925	)
Cash dividends		(35,781	)		(35,409	)		(35,279	)
Net cash (used in) provided by continuing operations financing activities		(195,938	)		(298,351	)		24,473
Effect of exchange rate changes on cash and cash equivalents		12,878			14,533			16,225
Net increase (decrease) in cash and cash equivalents		6,014			60,884			(7,635	)
Cash and cash equivalents at beginning of year		191,499			130,615			138,250
Cash and cash equivalents at end of year	$	197,513		$	191,499		$	130,615
Supplemental disclosures of cash flow information
(see also Note 2):
Cash paid during the year for:
Interest	$	32,491		$	33,631		$	11,789
Income taxes	$	36,448		$	43,526		$	42,845
Non-cash investing and financing activities:
Fair value of stock and options issued to Packard shareholders	$	—		$	—		$	28,004

The accompanying notes are an integral part of these consolidated financial statements.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Nature of Operations and Accounting Policies

Nature of Operations:    PerkinElmer, Inc. is a global high technology company which designs, manufactures, markets and supports products, systems and service offerings within three reporting segments: Life and Analytical Sciences, Optoelectronics and Fluid Sciences.

The consolidated financial statements include the accounts of PerkinElmer, Inc. and its subsidiaries (the Company). All material intercompany balances and transactions have been eliminated in consolidation.

The Company’s fiscal year ends on the Sunday nearest December 31. The Company reports fiscal years under a 52/53 week format. Under this method, certain years will contain 53 weeks. The fiscal year ended January 2, 2005 included 53 weeks. The fiscal years ended December 28, 2003 and December 29, 2002 included 52 weeks.

Accounting Policies and Estimates:    The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Sales:    The Company’s product sales are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collectibility is reasonably assured. For products that include installation, and if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Certain of the Company’s products require specialized installation. Revenue for these products is deferred until installation is completed. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. When arrangements include multiple elements, the Company uses objective evidence of fair value to allocate revenue to the elements and recognize revenue when the criteria for revenue recognition have been met for each element. Shipping and handling costs are reflected in both revenue and cost of goods sold to the extent they are billed to customers. In all other instances they are reflected as a component of cost of goods sold.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in the third quarter of 2003 and thereafter. The adoption of EITF Issue No. 00-21 did not have a material effect on the Company’s results of operations or financial condition.

On December 17, 2003, the Staff of the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition, which supersedes SAB 101, Revenue Recognition in Financial Statements. SAB 104’s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded as a result of the issuance of EITF No. 00-21. The adoption of SAB 104 did not materially affect the Company’s revenue recognition policies, or the Company’s results of operations, financial position or cash flows.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventories:    Inventories, which include material, labor and manufacturing overhead, are valued at the lower of cost or market. Substantially all inventories are accounted for using the first-in, first-out (FIFO) method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based primarily on the Company’s estimated forecast of product demand and production requirements.

On November 29, 2004, the FASB issued Statement No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. Statement 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. Statement 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is evaluating the potential impact, if any, the adoption of Statement 151 will have on its consolidated financial position, results of operations or cash flows.

Income Taxes:    The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established for any deferred tax asset for which realization is not more likely than not. Pursuant to Accounting Principles Board Opinion No. 23, Accounting for Income Taxes—Special Areas (APB 23) and related interpretations with respect to corporate earnings permanently reinvested offshore, the Company does not accrue tax for the repatriation of its foreign earnings that it considers to be permanently reinvested outside the United States.

The FASB also issued FASB Staff Position No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2). The AJCA introduces a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (repatriation provision), provided certain criteria are met. FSP 109-2 provides accounting and disclosure guidance for the repatriation provision. Until the Treasury Department or Congress provides additional clarifying language on key elements of the repatriation provision, the total amount of foreign earnings to be repatriated by the Company cannot be determined and the presumption that such unremitted earnings will not be repatriated cannot be overcome. FSP 109-2 grants an enterprise additional time beyond the year ended December 31, 2004, in which the AJCA was enacted, to evaluate the effects of the AJCA on its plan for reinvestment or repatriation of unremitted earnings. FSP 109-2 calls for enhanced disclosures of, among other items, the status of a company’s evaluations, the effects of completed evaluations, and the potential range of income tax effects of repatriations.

Property, Plant and Equipment:    The Company depreciates plant and equipment using the straight-line method over their estimated useful lives, which generally fall within the following ranges: buildings—10 to 40 years; leasehold improvements—estimated useful life or remaining term of lease, whichever is shorter; machinery and equipment—3 to 7 years. Certain tooling costs are capitalized and amortized over a 3 year life, while repairs and maintenance costs are expensed.

Pension Plans:    The Company’s funding policy provides that payments to the U.S. pension trusts shall at least be equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Non-U.S. plans are accrued for, but generally not fully funded, and benefits are paid from operating funds. A minimum pension liability adjustment is recorded when the actuarial present value of accumulated benefits exceeds plan assets and accrued pension liabilities.

Translation of Foreign Currencies:    For foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates; income and expenses are translated using weighted average exchange rates. Resulting translation adjustments, as well as gains and losses from

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

certain intercompany transactions, are reported in accumulated other comprehensive income, a separate component of stockholders’ equity.

Intangible Assets:    The Company’s intangible assets consist of (1) goodwill, which is not being amortized; (2) indefinite lived intangibles, which consist of certain trademarks and trade names that are not subject to amortization; and (3) amortizing intangibles, which consist of patents, and purchased technologies, which are being amortized over their useful lives. All intangible assets are subject to impairment tests on an annual or periodic basis.

Note 12 describes the impact of accounting for the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Intangible Assets, and the annual impairment methodology that the Company employs on the later of January 1 or the first day of each fiscal year in calculating the recoverability of goodwill. This same impairment test will be performed at other times during the course of the year should an event occur which suggests that the recoverability of goodwill should be challenged. Non-amortizing intangibles are also subject to an annual impairment test. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized. Amortizing intangibles are currently evaluated for impairment using the methodology set forth in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). Recoverability of these assets is assessed only when events have occurred that may give rise to an impairment. When a potential impairment has been identified, forecasted undiscounted net cash flows of the operations to which the asset relates are compared to the current carrying value of the long-lived assets present in that operation. If such cash flows are less than such carrying amounts, long-lived assets, including such intangibles, are written down to their respective fair values.

Stock-Based Compensation:    At January 2, 2005, the Company had two stock-based compensation plans from which it makes grants, which are described more fully in Note 18. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As allowed by SFAS No. 123, Accounting for Stock Based Compensation, no stock-based employee compensation cost related to stock options is reflected in net income, as all options granted under those plans had an exercise price at least equal to the market value of the underlying common stock on the date of grant. The Company has also issued restricted stock to certain employees and has reflected the intrinsic value of these awards as unearned compensation until the restrictions are released and the compensation is earned. The Company has elected to account for disclosure of the effects of fair value accounting on net income and earnings per share on a pro forma basis which is presented below. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123.

	Year Ended
	January 2, 2005			December 28, 2003			December 29, 2002
	(In thousands, except per share data)
Net income (loss)	$	96,043		$	52,959		$	(151,938	)
Add: Stock-based employee compensation expense included in net income (loss), net of related tax effects		1,481			1,792			1,568
Deduct: Total stock-based employee compensation expense determined under fair market value method (see Note 18) for all awards, net of related tax effects		(19,501	)		(20,158	)		(21,438	)
Pro forma net income (loss)	$	78,023		$	34,593		$	(171,808	)
Earnings (loss) per share:
Basic — as reported	$	0.75		$	0.42		$	(1.21	)
Basic — pro forma	$	0.61		$	0.27		$	(1.37	)
Diluted — as reported	$	0.74		$	0.41		$	(1.21	)
Diluted — pro forma	$	0.60		$	0.27		$	(1.37	)

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123R, Share-Based Payment (“SFAS No. 123R”). This Statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The Statement requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards (with limited exceptions). SFAS No. 123R is effective for the first interim or annual reporting period that begins after June 15, 2005.

The Company expects to adopt SFAS No. 123R using the Statement’s modified prospective application method. Adoption of SFAS No. 123R is expected to increase stock compensation expense. We are currently evaluating the impact that the adoption of SFAS No. 123R will have on our financial results.

Marketable Securities and Investments:    Marketable Securities and Investments, whether debt or equity, are accounted for in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The cost of securities sold is based on the specific identification method. Should securities be classified as available for sale, the Company records these investments at their fair values with unrealized gains and losses included in accumulated other comprehensive income/(loss). Under the cost method of accounting, equity investments in private companies are carried at cost and are adjusted only for other-than-temporary declines in fair value or additional investments.

Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method.

Cash Flows:    For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid unrestricted instruments with a purchased maturity of three months or less to be cash equivalents. The carrying amount of cash and cash equivalents approximates fair value due to the short maturities.

Environmental Matters:    The Company accrues for costs associated with the remediation of environmental pollution when it is probable that a liability has been incurred and the Company’s proportionate share of the amount can be reasonably estimated. The recorded liabilities have not been discounted.

Comprehensive Income (Loss):    Comprehensive income (loss) is defined as net income or loss and other changes in stockholders’ equity from transactions and other events from sources other than stockholders. Comprehensive income (loss) is reflected in the Consolidated Statements of Stockholders’ Equity.

Derivative Instruments and Hedging:    The Company records derivative instruments on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative instrument and whether it qualifies for hedge accounting.

Reclassifications:    Certain financial statement amounts from prior years have been reclassified to conform with current year presentation.

Note 2: Acquisitions and Divestitures

In February 2005, the Company acquired Elcos AG, a leading European designer and manufacturer of custom light emitting diode, or LED, solutions for biomedical and industrial applications. Consideration for the transaction was approximately $15.1 million in cash at the time of closing with additional consideration of approximately $1.4 million due through fiscal 2007. In addition, potential earn out payments of up to approximately $8.2 million may be made based on the future performance of the business.

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Integration activity

The Company has undertaken integration actions in connection with acquired businesses. These activities, which were accounted for in accordance with EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination, have primarily included employee separation costs, the abandonment of excess facilities and the termination of leases and other contractual obligations. In connection with these integration activities, as part of the cost of acquisitions, the Company established reserves as detailed below. All changes in estimates within one year of the integration plan inception have been recorded as an adjustment of the cost of the acquired company (usually as a change in goodwill). Any incremental charges incurred more than twelve months after the commencement of the integration activities are charged to the income statement. Any incremental credits were reversed against the existing goodwill balance.

In November 2001, the Company completed its acquisition of Packard BioScience Company (Packard). The integration activities were completed in early 2003 with the exception of $0.4 million in remaining payments due on leased facilities exited in 2001 that will be paid through 2005.

The following table summarizes integration reserve activity during 2004, 2003 and 2002 related to the acquisition of Packard:

	Severance			Abandonment of Excess Facilities			Total Cash Charges
	(In millions)
Packard BioScience Integration Plan
Balance at December 29, 2002	$	0.8		$	3.2		$	4.0
Amounts paid		(0.8	)		(2.3	)		(3.1	)
Balance at December 28, 2003		—			0.9			0.9
Amounts paid		—			(0.5	)		(0.5	)
Balance at January 2, 2005	$	—		$	0.4		$	0.4

Divestitures

Losses on dispositions in 2004 included $0.8 in losses from the sale of facilities and $0.4 millions in gains related to the sale of machinery and equipment.

Gains on dispositions in 2003 included $2.2 million from sale of facilities and $0.5 million from the final resolution of contingencies related to the 2001 sale of the Instruments for Research and Applied Sciences (IRAS) business.

Gains on dispositions in 2002 included $4.4 million from the sale of facilities and approximately $0.8 million from the resolution of certain contingencies related to the sale of the IRAS business.

All of the gains and losses described above are reported in losses (gains) on dispositions, net in the consolidated income statements.

Note 3: Restructuring Charges

The Company has undertaken three separate restructuring actions over the past three years and had continuing activity on one restructuring action initiated in 2001. Restructuring actions initiated in 2001 and 2002 were recorded in accordance with EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) (EITF 94-03). Restructuring actions taken after 2002 were recorded in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146).

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A description of each of the four restructuring plans is as follows:

Q2 2003 Plan:

During 2003, the Company incurred a $2.0 million restructuring charge in the Life and Analytical Sciences business and a $0.3 million restructuring charge in the Optoelectronics business. The purpose of the restructuring was to further improve performance and take advantage of synergies between the Company’s former Life Sciences and Analytical Instruments businesses. The principal actions in this restructuring plan included lower headcount due to the continued integration of the Life and Analytical Sciences business in a European manufacturing facility and a customer care center as well as a headcount reduction at one of the Optoelectronics manufacturing facilities to reflect recent declining demand for several product lines.

This restructuring charge was primarily recorded in the second quarter, but additional charges were recorded in the third and fourth quarters as required by SFAS 146, as people were notified in the second quarter but were required to work for a period of time prior to receiving their severance. In addition, the Company recorded a restructuring reversal of $0.4 million due to higher than expected employee attrition rates prior to planned termination and, accordingly, lower severance costs. The following table summarizes the restructuring plan activity for the year ended January 2, 2004:

	Headcount		Severance and Separation
			(In thousands)
Q2 2003 Restructuring Plans
Restructuring recorded	120		$	2,251
Amounts paid or incurred	(81	)		(1,582	)
Changes in estimates	(30	)		(381	)
Balance at December 28, 2003	9		$	288
Amounts paid or incurred	(8	)		(86	)
Balance at January 2, 2005	1		$	202

Actions under the plan were completed by January 2, 2005 with the exception of a headcount reduction of one person that will be completed by the second quarter of 2005.

Q4 2002 Plan

In connection with the Company’s decision to combine the Life Sciences and Analytical Instruments businesses in order to reduce costs and achieve operational efficiencies, the Company recorded a pre-tax restructuring charge of $26.0 million during the fourth quarter of 2002 (the Q4 2002 Plan). This plan allowed the Company to combine many business functions worldwide, with the intention to better serve its customers and more fully capitalize on the strengths of the businesses’ sales, service and research and development organizations. The principal actions in the restructuring plan included workforce reductions, closure of facilities and disposal of underutilized assets. The following table summarizes the components of the Company’s Q4 2002 Plan and related accrual activity:

	Headcount		Severance			Abandonment of Excess Facilities			Asset Impairment			Total
			(In thousands)
Restructuring recorded	546		$	20,840		$	3,512		$	1,697		$	26,049
Amounts incurred	—			—			—			(1,697	)		(1,697	)
Balance at December 29, 2002	546			20,840			3,512			—			24,352
Amounts paid	(299	)		(13,470	)		(343	)		—			(13,813	)
Changes in estimates	(182	)		(4,600	)		(1,639	)		—			(6,239	)
Balance at December 28, 2003	65			2,770			1,530			—			4,300
Amounts paid	(54	)		(2,307	)		(1,023	)		—			(3,330	)
Balance at January 2, 2005	11		$	463		$	507		$	—		$	970

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2003, the Company expended $13.8 million to execute these actions. In addition, the Company recorded a reversal of $6.2 million in the Q4 2002 Plan due to higher than expected employee attrition rates in several countries prior to planned termination, and accordingly lower severance costs, plus lower than expected lease termination costs in certain locations.

During 2004, the Company expended $3.3 million to execute these actions. The remaining liability represents severance and lease commitments. The Company expects to settle the remaining severance liability by the first quarter of 2005. The Company’s current estimate of its lease commitments on unoccupied buildings is that they vary in length but primarily extend until mid-2005.

Q1 2002 Plan

During the first quarter of 2002, the Company’s management developed a plan to restructure several businesses within its Life and Analytical Sciences and Optoelectronics segments. The plan resulted in pre-tax restructuring charges totaling $9.2 million. The principal actions in the restructuring plan included workforce and overhead reductions resulting from reorganization activities, including the closure of a manufacturing facility, disposal of underutilized assets and general cost reductions. The following table summarizes the components of the Company’s Q1 2002 Plan and related accrual activity:

	Severance			Abandonment of Excess Facilities			Asset Writedowns			Total
	(In thousands)
Restructuring recorded	$	7,678		$	310		$	1,210		$	9,198
Amounts paid or incurred		(6,526	)		(310	)		(1,210	)		(8,046	)
Balance at December 29, 2002		1,152			—			—			1,152
Amounts paid or incurred		(52	)		—			—			(52	)
Changes in estimates		(1,000	)		—			—			(1,000	)
Balance at December 28, 2003		100			—			—			100
Amounts paid or incurred		(100	)		—			—			(100	)
Balance at January 2, 2005	$	—		$	—		$	—		$	—

Q1 2002 Plan charges in the Company’s Life and Analytical Sciences segment totaled $5.5 million. The charges were a result of actions we took as a response to decreased sales of components in our Life and Analytical Sciences business. These actions under the charges primarily included the downsizing of an additional manufacturing location and the streamlining of the global sales and research and development organizations, primarily in Europe, Japan and the Pacific Rim. These actions were undertaken to reduce the number of employees in components of its business that had experienced declining demand. The Q1 2002 Plan charges in the Company’s Optoelectronics segment totaled $3.7 million. This charge was primarily due to the removal of a layer of management structure within Optoelectronics that led to a flatter and less expensive organization structure. Planned headcount reductions for Q1 2002 Plan totaled 276.

During 2003, the Company recorded a reversal of $1.0 million in the Q1 2002 Plan due to lower than expected headcount reductions and severance costs resulting from higher than expected attrition rates in several countries prior to ultimate termination.

During 2004, the Company completed the actions associated with the Q1 2002 Plan with the charges of $0.1 million that were incurred during the year.

Q4 2001 Plan:

During the fourth quarter of 2001, in connection with the integration of Packard and a restructuring of its sales offices in Europe, the Company recorded a restructuring charge of $9.2 million in the Life and Analytical

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sciences segment. The principal actions in the restructuring plan include the closing or consolidation of several leased sales and services offices in Europe, as well as costs associated with the closure of a manufacturing facility in Europe, the closure of leased manufacturing facilities in the United States and the disposal of related assets.

The following table summarizes the original restructuring charge and subsequent activity of the Company’s Q4 2001 Plan:

	Severance			Abandonment of Excess Facilities			Asset Impairment			Total
	(In thousands)
Q4 2001 Plan
Balance at December 30, 2001	$	6,086		$	1,500		$	—		$	7,586
Changes in estimates		1,137			—			243			1,380
Amounts paid or incurred		(3,248	)		(1,400	)		(243	)		(4,891	)
Balance at December 29, 2002		3,975			100			—			4,075
Amounts paid or incurred		(3,334	)		(100	)		—			(3,434	)
Changes in estimates		1,830			—			—			1,830
Balance at December 28, 2003		2,471			—			—			2,471
Amounts paid		(965	)		—			—			(965	)
Balance at January 2, 2005	$	1,506		$	—		$	—		$	1,506

In 2003, the Company recorded an additional pre-tax restructuring charge associated with the Q4 2001 Plan of $1.8 million. This charge was primarily due to additional severance and severance related benefits of the previously identified employees associated with the closure of the Company’s European manufacturing facility in the Life and Analytical Sciences segment.

During 2004, the Company paid $1.0 million in relation to the headcount actions associated with the Q4 2001 plan. The remaining liability relates to European severance obligations and will be paid in 2005.

Note 4: Other Expense

Other expense, net consisted of the following:

	2004			2003			2002
	(In thousands)
Interest income	$	(2,394	)	$	(2,488	)	$	(3,161	)
Interest expense		37,952			52,586			32,096
Losses on disposition of investments, net		300			2,391			1,987
Extinguishment of debt		4,143			1,953			353
Other		322			1,954			1,585
	$	40,323		$	56,396		$	32,860

Note 5: Income Taxes

The components of income (loss) from continuing operations before income taxes for financial reporting purposes were as follows:

	2004			2003			2002
	(In thousands)
U.S.	$	(13,948	)	$	(38,289	)	$	(90,434	)
Non-U.S.		150,695			123,734			85,431
	$	136,747		$	85,445		$	(5,003	)

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the provision (benefit) for income taxes for continuing operations were as follows:

	Current			Deferred Expense (Benefit)			Total
	(In thousands)
2004
Federal	$	(8,818	)	$	25,375		$	16,557
State		(5,646	)		(929	)		(6,575	)
Non-U.S.		31,027			(2,514	)		28,513
	$	16,563		$	21,932		$	38,495
2003
Federal	$	3,844		$	(7,471	)	$	(3,627	)
State		1,911			427			2,338
Non-U.S.		33,599			(4,798	)		28,801
	$	39,354		$	(11,842	)	$	27,512
2002
Federal	$	(704	)	$	(28,050	)	$	(28,754	)
State		3,827			(3,473	)		354
Non-U.S.		28,759			(3,846	)		24,913
	$	31,882		$	(35,369	)	$	(3,487	)

The total provision (benefit) for income taxes included in the consolidated financial statements was as follows:

	2004			2003			2002
	(In thousands)
Continuing operations	$	38,495		$	27,512		$	(3,487	)
Discontinued operations		(1,297	)		(2,225	)		1,027
	$	37,198		$	25,287		$	(2,460	)

A reconciliation of income tax expense at the U.S. federal statutory income tax rate to the recorded tax provision (benefit) is as follows:

	2004			2003			2002
	(In thousands)
Tax at statutory rate	$	47,862		$	29,906		$	(1,751	)
Non-U.S. rate differential, net		(20,089	)		(7,438	)		794
State income taxes, net		543			2,338			354
Extra-territorial income		(2,170	)		(1,853	)		(1,586	)
Planned repatriation pursuant to APB 23		8,709			(6,017	)		(4,983	)
Prior year tax matters		(8,019	)		(3,400	)		(11,633	)
Change in valuation allowance		10,975			17,430			5,866
Other, net		684			(3,454	)		9,452
	$	38,495		$	27,512		$	(3,487	)

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of temporary differences and attributes that gave rise to deferred income tax assets and liabilities as of January 2, 2005 and December 28, 2003 were as follows:

	2004			2003
	(In thousands)
Deferred tax assets:
Inventory	$	12,253		$	13,901
Reserves and accruals		16,384			45,858
Accrued compensation		11,941			11,548
Net operating loss and credit carryforwards		78,458			55,268
Post-retirement health benefits		992			1,232
Restructuring reserve		233			2,369
All other, net		8,837			17,405
Total deferred tax assets		129,098			147,581
Deferred tax liabilities:
Pension contribution		(20,751	)		(13,586	)
Amortization		(44,860	)		(58,909	)
Depreciation		(19,134	)		(27,453	)
All other, net		(18,616	)		(8,978	)
Total deferred tax liabilities		(103,361	)		(108,926	)
Valuation allowance		(74,939	)		(47,372	)
Net deferred liabilities	$	(49,202	)	$	(8,717	)

At January 2, 2005, the Company had net operating loss carryovers of approximately $59 million, research and development credits totaling $12 million and excess foreign tax credits of $27 million, subject to various carryforward periods. Based on the judgment of the Company, and consistent with prior years, full valuation allowances have been established against these tax attributes. Valuation allowances take into consideration limitations imposed upon the use of the tax attributes and reduce the value of such items to the likely net realizable amount. The Company continues to monitor operations to determine whether a change in its valuation allowance estimate is warranted.

Current deferred tax assets of $28 million and $53 million were included in other current assets at January 2, 2005, and December 28, 2003, respectively. Long-term deferred tax assets of $10 million and $5 million were included in other assets at January 2, 2005, and December 28, 2003, respectively. Long-term deferred tax liabilities of $87 million and $67 million were included in other long-term liabilities at January 2, 2005, and December 28, 2003, respectively.

Pursuant to Accounting Principles Board Opinion No. 23, Accounting for Income Taxes – Special Areas (“APB 23”) and related interpretations with respect to corporate earnings permanently reinvested offshore, the Company does not accrue U.S. tax for the repatriation of its foreign earnings that it considers to be permanently reinvested outside the United States. Consequently, the Company has not provided any U.S. cost on the unremitted earnings of its foreign subsidiaries unless the earnings can be repatriated in a cash and tax efficient manner. As of January 2, 2005, the amount of earnings for which no repatriation tax cost has been provided was approximately $477 million.

The homeland investment provisions of the American Jobs Creation Act, or AJCA, enacted on October 22, 2004 have provided the Company with a limited opportunity to repatriate cash earnings from foreign operations in a tax efficient manner. As of January 2, 2005, the Company has provided $8.7 million to cover the estimated federal and state tax cost associated with these anticipated repatriations. The Company is currently assessing its ability to repatriate additional amounts in 2005 to take further advantage of the benefits created by the AJCA. In addition, the Company is currently reviewing the future impact of the repeal of the extra-territorial income provision exclusion and the domestic production activity deduction contained in the AJCA.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6: Discontinued Operations

As part of its continued efforts to focus on higher growth opportunities, the Company has discontinued certain businesses. In September 2004, the Company’s Board of Directors approved a plan to shut down its Computer-To-Plate business. In June 2004, the Company’s Board of Directors approved a plan to shut down its Electroformed Products business and sell its Ultraviolet Lighting business. The results of these businesses were previously reported as part of the Optoelectronics reporting segment. The Company has accounted for these businesses as discontinued operations in accordance with SFAS No. 144 and, accordingly, has presented the results of operations and related cash flows as a discontinued operation for all periods presented. The assets and liabilities of these businesses have been presented separately and are reflected within the assets and liabilities from discontinued operations in the accompanying balance sheets as of January 2, 2005 and December 29, 2003. The abandonment of the Computer-To-Plate business resulted in a $1.0 million write-down of certain fixed assets and inventory which is recognized in the loss on dispositions for the year ended January 2, 2005. The net assets of the Electroformed Products business were written off resulting in a $1.6 million pre-tax loss in 2004. The fixed assets and inventory of the Ultraviolet Lighting business were sold in July 2004 for their approximate book value.

During 2004 and 2003, the Company settled various claims under certain long-term contracts and transition services with its Technical Services business, which was sold in August of 1999. The net settlement and the reversal of certain previously established contingency reserves resulted in pre-tax gains of $1.5 million and $6.5 million that were recognized in 2004 and 2003, respectively, and are included in gain (loss) on dispositions of discontinued operations.

In June 2002, the Company completed the sale of its Security and Detection Systems business for cash consideration of approximately $100.0 million and a net working capital adjustment A net pre-tax gain of approximately $15.0 million was recorded pursuant to this transaction in 2002 as a gain on the disposition of a discontinued operation. Adjustments relating to this sale resulted in a pre-tax loss of $2.4 million in 2003, primarily due to revised estimates of the working capital adjustment. The Company has accounted for its Security and Detection Systems business as a discontinued operation in accordance with APB No. 30. The loss in 2003 and the gain in 2002 are presented as a component of net income within dispositions of discontinued operations, net of income tax in the Company’s Consolidated Income Statement.

During June 2002, the Company’s Board of Directors approved separate plans to shut down its Telecommunications Component and sell its Entertainment Lighting businesses. This resulted in an initial pre-tax loss of approximately $20.5 million in 2002. In June 2003, the Company completed the sale of a significant portion of its Entertainment Lighting business and abandoned the remaining assets. In addition, the Company incurred adjustments relating to the shut down of its Telecommunications business. Accordingly, a pre-tax loss of $4.3 million was recorded in 2003. The results of these businesses were previously reported as part of the Optoelectronics reporting segment. The Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows of these businesses as discontinued operations for all periods presented.

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recorded the following gains and losses, which have been reported as the loss on dispositions of discontinued operations during the years ended January 2, 2005 and December 28, 2003:

	2004			2003			2002
	(in thousands)
Loss on Electroformed Products business	$	(1,606	)	$	—		$	—
Loss on Computer-To-Plate business		(951	)		—			—
Gain on the resolution of contingencies associated with the Technical Services business		1,487			6,535			—
Loss on the sale of the Security and Detection Systems business		—			(2,414	)		14,960
Loss on Entertainment Lighting business		255			(1,957	)		(2,100	)
Loss on Telecommunications Component business		(1	)		(2,383	)		(18,386	)
Net loss on disposition of discontinued operations before income taxes		(816	)		(219	)		(5,526	)
(Benefit) provision for income taxes		(321	)		229			7,934
Loss on disposition of discontinued operations, net of income taxes	$	(495	)	$	(448	)	$	(13,460	)

Summary operating results of the discontinued operations of the Security and Detection Systems, Telecommunications Component, Entertainment Lighting, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses for the periods prior to disposition were as follows:

	2004			2003			2002
	(In thousands)
Sales	$	3,394		$	7,388		$	124,168
Costs and expenses		6,298			14,650			143,589
Operating loss from discontinued operations		(2,904	)		(7,262	)		(19,421	)
Other expense		(214	)		(283	)		6,649
Loss from discontinued operations before income taxes		(2,690	)		(6,979	)		(26,070	)
Benefit from income taxes		(976	)		(2,453	)		(6,908	)
Loss from discontinued operations, net of income taxes	$	(1,714	)	$	(4,526	)	$	(19,162	)

Note 7: Earnings per Share

Basic earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding during the year less restricted unvested shares. Diluted earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding plus the dilutive effects of common shares issuable upon the exercise of stock options using the treasury stock method and the release of restrictions on restricted stock awards. The following table reconciles the number of shares utilized in the earnings per share calculations:

	2004	2003	2002
	(In thousands)
Number of common shares — basic	127,345	126,363	125,439
Effect of dilutive securities: Stock options	1,755	854	—
Restricted shares	329	524	—
Number of common shares — diluted	129,429	127,741	125,439

Shares of common stock related to employee stock options to purchase 5.3 million, 8.3 million and 15.5 million shares of common stock were not included in the computation of diluted earnings per share for 2004, 2003 and 2002, respectively, because their effect would have been antidilutive.

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8: Accounts Receivable

Accounts receivable were net of reserves for doubtful accounts of $18.4 million and $20.2 million as of January 2, 2005 and December 28, 2003, respectively.

During 2001, the Company established a wholly owned consolidated subsidiary to fund, on a revolving basis, certain of the Company’s accounts receivable balances and simultaneously sell an undivided interest in this pool of receivables to a financial institution. As collections reduce the balance of sold accounts receivable, new receivables are sold. The Company’s consolidated subsidiary retains the risk of credit loss on the receivables. Accordingly, the full amount of the allowance for doubtful accounts has been provided for on the Company’s balance sheet. Under the terms of this arrangement, the Company retains collection and administrative responsibilities for the balances. The servicing fees received constitute adequate compensation for services performed. No servicing asset or liability is therefore recorded. The accounts receivable securitization facility provides for up to $65.0 million in accounts receivable funding. The facility had an effective interest rate at January 2, 2005 of approximately LIBOR plus 74 basis points. The amount funded under this facility was $45 million on January 2, 2005 and December 28, 2003, respectively. The facility includes conditions that require the Company to maintain a corporate 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 January 2, 2005 the Company had a senior unsecured credit rating of BB+ with a stable outlook from Standard & Poor’s Rating Services and of Ba2 with a positive outlook from Moody’s Investors Service. In January 2005, the Company entered into an agreement to extend the term of its accounts receivable securitization facility to January 27, 2006.

Note 9: Inventories

Inventories as of January 2, 2005 and December 28, 2003 consisted of the following:

	2004		2003
	(In thousands)
Raw materials		84,119	$	80,885
Work in progress		17,430		16,018
Finished goods		92,007		91,699
	$	193,556	$	188,602

Note 10: Property, Plant and Equipment

Property, plant and equipment, at cost, as of January 2, 2005 and December 28, 2003, consisted of the following:

	2004			2003
	(In thousands)
Land	$	24,718		$	25,668
Building and leasehold improvements		185,912			178,378
Machinery and equipment		421,063			414,605
Total property, plant and equipment		631,693			618,651
Accumulated depreciation		(395,777	)		(352,290	)
Total property, plant and equipment, net	$	235,916		$	266,361

Depreciation expense of property, plant and equipment for the years ended January 2, 2005, December 28, 2003 and December 29, 2002 was $47.8 million, $51.2 million and $47.5 million, respectively.

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11: Marketable Securities and Investments

Investments as of January 2, 2005 and December 28, 2003 consisted of the following:

	2004		2003
	(In thousands)
Marketable securities	$	8,444	$	8,896
Joint venture and other investments		2,035		1,978
	$	10,479	$	10,874

Marketable securities include equity and fixed-income securities held to meet obligations associated with the supplemental executive retirement plan and other deferred compensation plans, we have accordingly classified securities as long-term.

The net unrealized holding gain on marketable securities, net of deferred income taxes, reported as a component of accumulated other comprehensive income in stockholders’ equity, was a $.12 million gain and a $.04 million gain at January 2, 2005 and December 28, 2003, respectively. The proceeds from the sales of securities and the related gains and losses are not material for any period presented.

Marketable securities classified as available for sale as of January 2, 2005 and December 28, 2003 consisted of the following:

	Market Value		Gross Unrealized Holding
			Cost		Gains		(Losses)
	(In thousands)
2004
Equity securities	$	4,983	$	4,705	$	302	$	(24	)
Fixed-income securities		3,250		3,240		10		—
Other		211		319		—		(108	)
	$	8,444	$	8,264	$	312	$	(132	)
2003
Equity securities	$	5,525	$	5,386	$	396	$	(257	)
Fixed-income securities		3,043		3,025		18		—
Other		328		420		—		(92	)
	$	8,896	$	8,831	$	414	$	(349	)

Note 12: Goodwill and Intangible Assets

In connection with adopting FAS 142 in fiscal 2002, the Company, assisted by valuation consultants, completed the transitional testing of goodwill using a measurement date of January 1, 2002. The results of the transitional testing indicated that the carrying values of the lighting reporting unit within the Optoelectronics reporting segment exceeded the estimated fair value of this unit as determined utilizing various valuation techniques, including discounted cash flow and comparative market analysis. Accordingly, an impairment charge was recognized as a change in accounting principle as of the beginning of 2002. The impairment charge was $117.8 million on a before-tax and after-tax basis.

The Company performs its annual goodwill assessment on the later of January 1 or the first day of each fiscal year. The Company completed its annual impairment tests for the year ending January 2, 2005 as required by FAS 142 and determined that there was no impairment of goodwill for fiscal 2004.

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The changes in the carrying amount of goodwill for fiscal 2004 and 2003 are as follows:

	Life and Analytical Sciences		Optoelectronics		Fluid Sciences		Consolidated
	(In thousands)
Balance, December 29, 2002	$	923,257	$	35,428	$	30,842	$	989,527
Foreign currency translation		44,222		1,162		—		45,384
Balance, December 28, 2003		967,479		36,590		30,842		1,034,911
Foreign currency translation		21,934		688		—		22,622
Purchase accounting adjustments		15,811		525		—		16,336
Balance, January 2, 2005	$	1,005,224	$	37,803	$	30,842	$	1,073,869

Intangible asset balances at January 2, 2005 by category and by business segment were as follows:

	Life and Analytical Sciences			Optoelectronics			Fluid Sciences			Consolidated
	(In thousands)
Patents	$	79,379		$	12,400		$	4,000		$	95,779
Less: Accumulated amortization		(25,842	)		(7,548	)		(4,000	)		(37,390	)
Net patents		53,537			4,852			—			58,389
Licenses		48,031			1,408			—			49,439
Less: Accumulated amortization		(16,401	)		(1,408	)		—			(17,809	)
Net licenses		31,630			—			—			31,630
Core technology		200,567			—			8,125			208,692
Less: Accumulated amortization		(57,599	)		—			(2,700	)		(60,299	)
Net core technology		142,968			—			5,425			148,393
Net amortizable intangible assets		228,135			4,852			5,425			238,412
Non-amortizing intangible assets		159,033			—			—			159,033
TOTALS	$	387,168		$	4,852		$	5,425		$	397,445

Intangible asset balances at December 28, 2003 by business segment were as follows:

	Life and Analytical Sciences			Optoelectronics			Fluid Sciences			Consolidated
	(In thousands)
Patents	$	78,860		$	12,400		$	4,000		$	95,260
Less: Accumulated amortization		(17,290	)		(6,322	)		(4,000	)		(27,612	)
Net patents		61,570			6,078			—			67,648
Licenses		47,087			1,403			—			48,490
Less: Accumulated amortization		(11,027	)		(1,403	)		—			(12,430	)
Net licenses		36,060			—			—			36,060
Core technology		200,567			—			8,125			208,692
Less: Accumulated amortization		(44,910	)		—			(1,820	)		(46,730	)
Net core technology		155,657			—			6,305			161,962
Net amortizable intangible assets		253,287			6,078			6,305			265,670
Non-amortizing intangible assets		159,033			—			—			159,033
TOTALS	$	412,320		$	6,078		$	6,305		$	424,703

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 13: Debt

Senior Secured Credit Facility.    In December 2002, the Company entered into a senior credit facility. This facility was originally comprised of a six-year term loan in the amount of $315.0 million and a $100.0 million five-year revolving credit facility. This credit facility is secured primarily by a substantial portion of the Company’s and its subsidiaries’ domestic assets. In 2004 and 2003, principal payments of $175 million and $70 million, respectively, were made on the term loan. Accordingly, at January 2, 2005, $70 million was outstanding on the term loan and no principal balance was outstanding under the revolving credit facility at year end or at any point during the year.

The Company has amended this facility four times. While the first and second amendments were administrative, the third, executed in December 2003, amended the senior credit facility to reduce the margin paid on the term loan, as well as to amend several restrictive covenants and the fourth, executed in October 2004, amended the senior credit facility to allow greater flexibility regarding acquisitions, stock repurchases, debt reduction and foreign cash repatriation. Interest rates under the amended senior credit facility applicable to the term loan and to the revolving credit facility are determined as a margin over either the Eurodollar rate or the base rate. The base rate is the higher of (1) the corporate base rate announced from time to time by Bank of America, N.A. and (2) the Federal Funds rate plus 50 basis points. The applicable margins for the term loan and the revolving credit facility vary based upon the Company’s leverage ratio at the end of the prior quarter. Should the Company achieve a leverage ratio below 2.5 times, its applicable margin for the term loan will decrease to 200 basis points over the Euro rate or 100 basis points over the base rate. All or a portion of indebtedness under the senior credit facility may be based upon the margin over the Eurodollar rate or the base rate. At January 2, 2005, the applicable margin for the term loan was 200 basis points for the Eurodollar rate and 100 basis points for the base rate. The Eurodollar rate was approximately 247 basis points and the base rate was 525 basis points. The term loan is repayable in mandatory nominal quarterly installments of $0.8 million until December 2007, and thereafter in four equal quarterly installments of 25% of the then outstanding indebtedness until December 2008. The revolving credit facility is available to the Company through December 2007 for working capital needs.

The senior credit facility contains covenants requiring specific financial ratios, including:

• a minimum interest coverage ratio,

• a minimum fixed charge coverage ratio,

• a maximum senior leverage ratio, and

• a maximum total leverage ratio.

8 ⁷/8% Notes.    In December 2002, the Company issued and sold ten-year senior subordinated notes at a rate of 8 ⁷/8% with a face value of $300.0 million and received $297.5 million in gross proceeds from the issuance. The debt, which matures in January 2013, is unsecured, but the Company’s payment obligations under the 8 ⁷/8% Notes are guaranteed by some of the Company’s domestic subsidiaries (the “Guarantor Subsidiaries”), all of which are wholly owned by the Company. Such guarantees are full and unconditional and joint and several.

Interest on the 8 ⁷/8% Notes is payable semi-annually on January 15^th and July 15^th. If a change of control occurs, each holder of 8 ⁷/8% Notes may require the Company to repurchase some or all of its notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued interest. Before January 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the Company’s 8 ⁷/8% Notes with the net proceeds of specified public equity offerings at 108.875% of the principal amount of the notes, plus accrued interest, if at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption. The Company may redeem some or all of its 8 ⁷/8% Notes at any time on or after January 15, 2008, at a redemption price of 104.438%. The redemption price decreases to 102.958% on January 15, 2009, to 101.479%

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on January 15, 2010 and to 100% on January 15, 2011. The debt is subordinated to the Company’s senior secured credit facility and other existing and future senior indebtedness. The Company’s 8 ⁷/8% Notes contain financial and other covenants. Most of these covenants terminate if the notes obtain an investment grade rating by Standard & Poor’s Rating Services and Moody’s Investors Service.

During 2004, the fixed rate on $100.0 million of these notes was swapped to a floating rate using swap instruments which reset semi-annually in arrears based upon six-month USD LIBOR, plus an applicable margin. These swaps have been designated as fair value hedges. In January 2005, an additional $100.0 million of notional value was swapped on similar terms.

Zero Coupon Convertible Debentures.    Through the first quarter of 2003, the Company repurchased $344.7 million in accreted amount of its zero coupon convertible debentures due 2020 in open market purchases and through a December 2002 tender offer. The remaining $157.4 million of accreted value of zero coupon debentures was redeemed on August 7, 2003 in accordance with their terms. The Company used approximately $155.0 million held in escrow pursuant to the terms of its senior secured credit facility along with available cash of approximately $2.4 million, to redeem the zero coupon convertible debentures. As such, as of December 28, 2003, the zero coupon convertible debentures were fully retired.

6.8% Notes.    In December 2002, the Company initiated a tender offer for all of its outstanding 6.8% unsecured notes. The Company completed the tender offer and repurchased all but $4.7 million of these notes. The Company paid consent payments pursuant to a consent solicitation it made concurrently with the tender offer. The consent solicitation eliminated substantially all of the restrictive covenants contained in the indenture governing the 6.8% notes. The Company may from time to time repurchase outstanding 6.8% notes through open market purchases, privately negotiated transactions or otherwise. These notes are due to be paid in 2005.

The following table summarizes the maturities of the Company’s indebtedness at January 2, 2005:

	Term Note		8.875% Sr. Subordinated Notes due 2013		6.8% Unsecured Notes due 2005		Other Revolving Debt Facilities		Total
	(In thousands)
2005	$	3,150	$	—	$	4,681	$	1,883	$	9,714
2006		3,150		—		—		7		3,157
2007		3,150		—		—		—		3,150
2008		60,550		—		—		—		60,550
2009		—		—		—		—		—
Thereafter		—		298,017		—		—		298,017
Total	$	70,000	$	298,017	$	4,681	$	1,890	$	374,588

Note 14: Accrued Expenses

Accrued expenses as of January 2, 2005 and December 28, 2003 consisted of the following:

	2004		2003
	(In thousands)
Payroll and incentives	$	38,129	$	27,936
Employee benefits		39,717		39,885
Federal, non-U.S. and state income taxes		78,587		89,839
Interest payable		11,436		12,533
Other accrued operating expenses		118,591		113,502
	$	286,460	$	283,695

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 15: Employee Benefit Plans

Savings Plan:    The Company has a savings plan for the benefit of qualified United States employees. Under this plan, for Life and Analytical Sciences and corporate employees, the Company contributes an amount equal to the lesser of 100% of the employee’s voluntary contribution or 5.0% of the employee’s annual compensation up to applicable IRS limits. For Optoelectronics and Fluid Sciences employees, the Company contributes an amount equal to the lesser of 55% of the amount of the employee’s voluntary contribution or 3.3% of the employee’s annual compensation up to applicable IRS limits. Savings plan expense was $7.8 million in 2004, $8.0 million in 2003 and $7.3 million in 2002.

Pension Plans:    The Company has defined benefit pension plans covering some United States employees and non-U.S. pension plans for some non-U.S. employees. The principal United States defined benefit pension plans were closed to new hires effective January 31, 2001 and benefits for those employed by the Company’s former Life Sciences businesses within the Company’s Life and Analytical Sciences reporting segment were frozen as of that date. Plan benefits were frozen as of March 2003 for those employed by the Company’s former Analytical Instruments business within its Life and Analytical Sciences reporting segment and corporate employees. The plans provide benefits that are based on an employee’s years of service and compensation near retirement.

Net periodic pension cost included the following components:

	2004			2003			2002
	(In thousands)
Service cost	$	6,165		$	4,989		$	6,492
Interest cost		22,049			21,005			19,963
Expected return on plan assets		(22,422	)		(21,692	)		(23,513	)
Curtailment loss		—			63			—
Net amortization and deferral		1,970			867			83
	$	7,762		$	5,232		$	3,025

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the changes in the funded status of the principal U.S. pension plans and the principal non-U.S. pension plans and the amounts recognized in the Company’s consolidated balance sheets as of January 2, 2005 and December 28, 2003.

	2004						2003
	Non-U.S.			U.S.			Non-U.S.			U.S.
	(In thousands)
Actuarial present value of benefit obligations:
Accumulated benefit obligations	$	212,813		$	199,707		$	177,554		$	193,407
Change in benefit obligations:
Projected benefit obligations at beginning of year	$	186,212		$	201,766		$	146,781		$	189,079
Service cost		3,469			2,696			2,106			2,883
Interest cost		9,933			12,116			8,611			12,394
Benefits paid and plan expenses		(7,820	)		(12,006	)		(7,686	)		(11,676	)
Participants’ contributions		371			—			387			—
Actuarial loss		17,092			3,236			11,991			13,443
Plan amendments		(425	)		—			—			—
Effect of exchange rate changes		14,427			—			24,022			—
Curtailment gain—continuing operations		—			—			—			(4,357	)
Plan merger		(593	)		677			—			—
Projected benefit obligations at the end of year	$	222,666		$	208,485		$	186,212		$	201,766
Change in plan assets:
Fair value of plan assets at beginning of year	$	57,662		$	196,249		$	43,645		$	177,151
Actual return on plan assets		6,076			17,957			8,011			30,774
Benefits paid and plan expenses		(7,820	)		(12,006	)		(7,686	)		(11,676	)
Employer contribution		10,216			5,700			7,813			—
Participant contribution		371			—			387			—
Effect of exchange rate changes		4,669			—			5,492			—
Plan merger		(593	)		620			—			—
Fair value of plan assets at end of year		70,581			208,520			57,662			196,249
Plan assets (greater)/less than projected benefit obligations		152,085			(35	)		128,550			5,517
Unrecognized net prior service costs		(195	)		(54	)		(359	)		(70	)
Unrecognized net loss		(36,111	)		(52,579	)		(18,729	)		(50,595	)
Accrued pension liability (asset)	$	115,779		$	(52,668	)	$	109,462		$	(45,148	)
Net amounts recognized in the consolidated balance sheets consist of:
Accrued benefit liability included in other long-term liabilities	$	142,949		$	—		$	124,183		$	—
Prepaid benefit cost included in long-term other assets		—			(52,668	)		—			(45,148	)
Intangible asset included in long-term other assets		(462	)		—			—			—
Accumulated other comprehensive income—pre-tax		(26,708	)		—			(14,721	)		—
Net amounts recognized in the consolidated balance sheets	$	115,779		$	(52,668	)	$	109,462		$	(45,148	)
Actuarial assumptions as of the year-end measurement date:
Discount rate		4.94	%		6.00	%		5.30	%		6.25	%
Rate of compensation increase		2.97	%		3.50	%		2.97	%		3.50	%
Actuarial assumptions used to determine net cost during the year:
Discount rate		5.30	%		6.25	%		5.65	%		6.75	%
Rate of compensation increase		2.97	%		3.50	%		2.93	%		3.50	%
Expected rate of return on assets		7.45	%		8.50	%		7.45	%		8.50	%

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company also sponsors a supplemental executive retirement plan to provide senior management with benefits in excess of normal pension benefits. Effective July 31, 2000, this plan was closed to new entrants. At January 2, 2005 and December 28, 2003, the projected benefit obligations were $18.4 million and $16.8 million, respectively. Assets with a fair value of $3.5 million and $4.7 million, segregated in a trust, were available to meet this obligation as of January 2, 2005 and December 28, 2003, respectively. Pension expense for this plan was approximately $1.9 million in 2004, $1.5 million in 2003 and $1.6 million in 2002.

An incremental additional minimum liability of $12.0 million, $9.1 million and $3.9 million was recorded to stockholder’s equity and included in other comprehensive income during 2004, 2003 and 2002, respectively, related to the Company’s non-U.S. pension plans in the United Kingdom and Germany. Unrecognized net losses are amortized over the remaining service period in accordance with accounting regulations.

Assets of the defined benefit pension plans are primarily equity and debt securities. Asset allocation at January 2, 2005 and December 28, 2003, and target asset allocations for fiscal 2005, are as follows:

	Target Allocation				Percentage of Plan Assets at
	January 2, 2005				January 2, 2005				December 28, 2003
Asset Category	Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.
Equity securities	65-75	%	45-75	%	71	%	65	%	70	%	66	%
Debt securities	25-35	%	15-30	%	29	%	25	%	30	%	34	%
Other	-	%	0-25	%	-	%	10	%	-	%	-	%
Total	100	%	100	%	100	%	100	%	100	%	100	%

The Company maintains target allocation percentages among various asset classes based on investment policies established for the pension plans which are designed to maximize the total rate of return (income and appreciation) after inflation within the limits of prudent risk taking, while providing for adequate near-term liquidity for benefit payments. The Company’s expected returns on assets assumptions are derived from studies conducted by actuaries and investment advisors. The studies include a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plans to determine the average rate of earnings expected on the funds invested to provide for the pension plans benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate.

The Company does not expect to make any contributions to the U.S. pension plan during fiscal 2005. With respect to non-U.S. plans, the Company expects to contribute $10.0 million in 2005.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

	Non-U.S.		U.S.
	(In thousands)
2005	$	9,029	$	11,535
2006		9,711		11,607
2007		10,115		11,747
2008		10,456		11,842
2009		11,115		12,236
2010-2014		64,823		68,616

Postretirement Medical Plans:    The Company provides health care benefits for eligible retired U.S. employees under a comprehensive major medical plan or under health maintenance organizations where available. The majority of the Company’s U.S. employees become eligible for retiree health benefits if they retire directly from the Company and have at least ten years of service. Generally, the major medical plan pays stated

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

percentages of covered expenses after a deductible is met and takes into consideration payments by other group coverages and by Medicare. The plan requires retiree contributions under most circumstances and has provisions for cost-sharing charges. Effective January 1, 2000, this plan was closed to new hires. For employees retiring after 1991, the Company has capped its medical premium contribution based on employees’ years of service. The Company funds the amount allowable under a 401(h) provision in the Company’s defined benefit pension plan. Assets of the plan are primarily equity and debt securities.

Net periodic post-retirement medical benefit cost (credit) included the following components:

	2004			2003			2002
	(In thousands)
Service cost	$	125		$	119		$	157
Interest cost		522			547			609
Expected return on plan assets		(771	)		(747	)		(902	)
Net amortization and deferral		(483	)		(470	)		(599	)
	$	(607	)	$	(551	)	$	(735	)

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the changes in the postretirement medical plan’s funded status and the amounts recognized in the Company’s consolidated balance sheets at January 2, 2005 and December 28, 2003.

	2004			2003
	(In thousands)
Actuarial present value of benefit obligations:
Retirees	$	6,163		$	5,685
Active employees eligible to retire		421			480
Other active employees		2,084			2,836
Accumulated benefit obligations at beginning of year		8,668			9,001
Service cost		125			119
Interest cost		522			547
Benefits paid		(892	)		(933	)
Actuarial loss/(gain)		311			(66	)
Change in accumulated benefit obligations during the year		66			(333	)
Retirees		6,212			6,163
Active employees eligible to retire		488			421
Other active employees		2,034			2,084
Accumulated benefit obligations at end of year		8,734			8,668
Fair value of plan assets at beginning of year		9,521			9,440
Actual return on plan assets		860			1,452
Benefits paid and plan expenses		(662	)		(1,371	)
Fair value of plan assets at end of year		9,719			9,521
Fair value of plan assets greater than accumulated benefit obligations		(985	)		(853	)
Unrecognized prior service costs		3,293			3,764
Unrecognized net (gain)/loss		1,239			1,243
Accrued post-retirement medical liability	$	3,547		$	4,154
Actuarial assumptions as of the year-end measurement date:
Discount rate		6.00	%		6.25	%
Actuarial assumptions used to determine net cost during the year:
Discount rate		6.25	%		6.75	%
Expected rate of return on assets		8.50	%		8.50	%
Healthcare cost trend rate:
First year		*			*
Ultimate		*			*
Time to reach ultimate		*			*

* In 2001, the Company moved entirely to a defined dollar plan. Accordingly, such assumptions are no longer applicable.

The accrued postretirement medical liability included $2.5 million and $3.2 million classified as long-term liabilities as of January 2, 2005 and December 28, 2003, respectively.

The Company maintains a Master Trust for plan assets related to the U.S. defined benefit plans and the U.S. postretirement medical plan. Accordingly, investment policies, target asset allocations and actual asset allocations are the same as those disclosed for the U.S. defined benefit plans.

The Company does not expect to make any contributions to the postretirement medical plan during 2005.

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Postretirement Medical Plan
	(In thousands)
2005	$	852
2006		795
2007		763
2008		726
2009		707
2010-2014		3,365

Deferred Compensation Plans:    During 1998, the Company implemented a nonqualified deferred compensation plan that provides benefits payable to officers and certain key employees or their designated beneficiaries at specified future dates, or upon retirement or death. Benefit payments under the plan are funded by a combination of contributions from participants and the Company. The Company has not made any cash contributions to this plan since inception. The obligations related to the deferred compensation plan totaled $4.7 million and $3.8 million at January 2, 2005 and December 28, 2003, respectively.

Note 16: Contingencies

The Company is subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company has established accruals for matters that are probable and reasonably estimable.

In addition, the Company is conducting a number of environmental investigations and remedial actions at current and former Company locations and, along with other companies, has been named a potentially responsible party (PRP) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period that the Company’s responsibility is established and when the cost can be reasonably estimated. The Company has accrued $3.8 million as of January 2, 2005, representing management’s estimate of the total cost of ultimate disposition of known environmental matters. Such amount is not discounted and does not reflect the recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur and the possible effects of changing laws and regulations. For sites where the company has been named a PRP, management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. The Company expects that such accrued amounts could be paid out over a period of up to ten years. As assessments and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material effect on the Company’s financial position or results of operations. While it is reasonably possible that a material loss exceeding the amounts recorded may have been incurred, the potential exposure is not expected to be materially different than the amounts recorded.

In papers dated October 23, 2002, Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (“Enzo”) filed a complaint in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham PLC, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

six count complaint alleges that the Company has breached its distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. On May 28, 2003, the court served the lawsuit and ordered Enzo to serve individual complaints against the five defendants. Enzo severed its new complaint on July 16, 2003, and the Company subsequently filed an answer denying the substantive allegations and including a counterclaim alleging that several of Enzo’s patents are invalid.

On October 17, 2003, Amersham Biosciences Corp. filed a complaint, which was subsequently amended, in the United States District Court for New Jersey, Civil Action No. 03-4901, against the Company, alleging that the Company’s ViewLux^™ and certain of its Image FlashPlates^™ infringe three of Amersham’s patents related to high-throughput screening. On August 18, 2004, Amersham Plc filed a complaint against two of the Company’s United Kingdom based subsidiaries in the Patent Court of the English High Court of Justice, Case No. 04C02688, alleging that the Company’s same products infringe Amersham’s European (United Kingdom) patent granted in August 2004. Amersham seeks injunctive and monetary relief in both cases. The Company subsequently filed an answer in both cases denying the substantive allegations and including affirmative defenses and counterclaims. On October 29, 2003, the Company filed a complaint, which was subsequently amended, against Amersham Biosciences Corp. in the United States District Court for Massachusetts, Civil Action No. 03-12098, alleging that Amersham’s IN Cell Analyzer, and LEADseeker^™ Multimodality Imaging system and certain Cyclic AMP and IP3 assays infringe two of the Company’s patents related to high-throughput screening. The Company seeks injunctive and monetary relief. Amersham subsequently filed an answer denying the substantive allegations and including affirmative defenses and counterclaims.

On June 14, 2002, the Company sold its Security and Detection Systems business to L-3 Communications Corporation (“L-3”). L-3 and several 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 Security and Detection Systems business that the Company sold to L-3. L-3 has asserted that the Company is contractually obligated to indemnify L-3 for any liability it may incur as a result of that litigation. By letter dated January 20, 2005, L-3 has agreed to release the Company from any and all claims relating to the events of September 11, 2001. L-3 also agreed to irrevocably withdraw its claim for indemnification. In exchange for this release and withdrawal of indemnification, the Company has agreed to join as a plaintiff in a lawsuit filed by L-3 in the Superior Court of the Commonwealth of Massachusetts, Civil Action No. 03-05810-BLS1 against Reveal Imaging Technologies and former employees of the Company. The lawsuit alleges that the defendants breached their obligations under agreements with the Company, including their obligations to assign to the Company’s Security and Detection Systems business (now owned by L-3) the inventions they made while employed by such business.

The Company and certain of its officers have been named as defendants in a class action lawsuit filed in July 2002, and the Company and certain of its officers and directors have been named as defendants in purported derivative lawsuits filed in June and July 2004. The plaintiffs in all of these suits have alleged, among other things, various statements made by the Company and management, during the same time period for all three suits, were misleading with respect to its prospects and future operating results. The Company believes it has meritorious defenses to these lawsuits and is contesting the actions vigorously. The Company is currently unable, however, to reasonably estimate the amount of the loss, if any, that may result from the resolution of these matters.

Note 17: Warranty Reserves

The Company provides warranty protection for certain products for periods ranging from one to three years beyond the date of sale. The majority of costs associated with warranty obligations include the replacement of parts and the time of service personnel to respond to repair and replacement requests. A warranty reserve is

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recorded based upon historical results, supplemented by management’s expectations of future costs. A summary of warranty reserve activity for the years ended January 2, 2005 and December 28, 2003 is as follows:

	(In thousands)
Balance at December 29, 2002	$	9,809
Provision		14,780
Charges		(15,439	)
Other		648
Balance at December 28, 2003		9,798
Provision		13,384
Charges		(13,537	)
Other		387
Balance at January 2, 2005	$	10,032

Note 18: Stockholders’ Equity

Stock-Based Compensation.    As of January 2, 2005, the Company had two stock-based compensation plans. Under the 2001 Incentive Plan, 8.8 million shares of the Company’s common stock were made available for option grants, restricted stock awards, performance units and other stock-based awards. Under the Life Sciences Plan, 2.3 million shares of the Company’s common stock were made available for option grants.

The following table summarizes stock option activity for the three years ended January 2, 2005:

	2004				2003				2002
	Number of Shares		Weighted- Average Price		Number of Shares		Weighted- Average Price		Number of Shares		Weighted- Average Price
	(Shares in thousands)
Outstanding at beginning of Year	15,292		$	22.16	14,585		$	22.52	15,985		$	26.25
Granted	1,228			19.78	2,349			11.36	3,212			11.73
Exercised	(1,298	)		11.76	(372	)		9.02	(626	)		11.75
Lapsed	(1,191	)		25.95	(1,270	)		20.86	(3,986	)		30.49
Outstanding at end of year	14,031			21.47	15,292			21.27	14,585			22.52
Exercisable at end of year	10,431		$	24.00	7,287		$	21.13	6,356		$	19.97

The following table summarizes information about stock options outstanding at January 2, 2005:

	Options Outstanding				Options Exercisable
Prices	Number Outstanding at January 2, 2005	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable at January 2, 2005	Weighted- Average Exercise Price
$ 4.67 – 5.85	319,038	4.7	$	5.07	157,955	$	5.08
7.03 – 9.88	1,789,671	4.7		8.43	601,450		8.46
10.77 – 16.15	2,648,510	3.8		13.41	2,241,224		13.57
16.38 – 24.15	4,006,235	5.8		19.16	2,207,155		19.54
25.24 – 37.17	4,497,164	5.3		30.54	4,453,389		30.53
39.18 – 56.59	743,698	3.1		44.95	743,698		44.95
57.22 – 57.27	26,483	5.8		57.25	26,483		57.25
$  4.67 – 57.27	14,030,799	5.0	$	21.47	10,431,354	$	24.00

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The weighted-average fair value of options granted during 2004, 2003 and 2002 was $8.26, $4.95 and $12.06, respectively. The values were estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used in the model:

	2004		2003		2002
Risk-free interest rate	2.7	%	2.6	%	3.7	%
Expected dividend yield	0.9	%	1.0	%	1.0	%
Expected lives	4.0 years		4.0 years		4.0 years
Expected stock volatility	57	%	57	%	60	%

In April 1999, the Company’s stockholders approved the 1998 Employee Stock Purchase Plan, whereby participating employees currently have the right to purchase common stock at a price equal to 85% of the lower of the closing price on the first day or the last day of the six-month offering period. The number of shares which an employee may purchase, subject to certain aggregate limits, is determined by the employee’s voluntary contribution, which may not exceed 10% of base compensation. During 2004, the Company issued 416,223 shares under this plan at a weighted-average price of $15.658 per share. During 2003, the Company issued 676,368 shares under this plan at a weighted-average price of $9.10 per share. During 2002, the Company issued 739,302 shares under this plan at a weighted-average price of $8.39 per share. There remains available for sale to employees an aggregate of 2.12 million shares of the Company’s stock out of 5 million shares authorized by shareholders.

Other:    The Company has awarded restricted stock to certain executive employees that contain vesting provisions and performance targets. These shares were awarded under the Company’s 2001 Incentive Plan. The compensation expense associated with the fair value of these awards is recognized over the period that the performance targets are expected to be achieved. The unearned portion of the awards is reflected in stockholders’ equity as unearned compensation until the restrictions are released and the compensation is earned. During the three years ended January 2, 2005, the Company awarded 182,000 shares of restricted stock in 2004, 5,000 shares of restricted stock in 2003 and 190,000 shares of restricted stock in 2002, with weighted-average fair values of $20.06 per share in 2004, $15.83 per share in 2003 and $23.45 per share in 2002. The total compensation recognized related to these restricted shares was approximately $2.3 million in 2004, $2.8 million in 2003 and $2.6 million in 2002. As of January 2, 2005, there were 343,002 restricted shares outstanding subject to forfeiture.

Comprehensive Income: The components of accumulated other comprehensive (loss) income, net of tax were as follows:

	Foreign Currency Translation Adjustment			Change in Minimum Liability of Pension			Unrealized Gains (Losses) on Derivative Instruments			Unrealized Gains (Losses) on Securities			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance, December 30, 2001	$	(60,921	)	$	—		$	1,407		$	(1,426	)	$	(60,940	)
Current year change		34,350			(3,928	)		(1,407	)		60			29,075
Balance, December 29, 2002		(26,571	)		(3,928	)		—			(1,366	)		(31,865	)
Current year change		70,475			(9,110	)		—			1,408			62,773
Balance, December 28, 2003		43,904			(13,038	)		—			42			30,908
Current year change		38,354			(11,987	)		—			75			26,442
Balance, January 2, 2005	$	82,258		$	(25,025	)	$	—		$	117		$	57,350

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects related to each component of other comprehensive income (loss) were as follows:

	Tax Before Amount			(Provision) Benefit			After-Tax Amount
	(In thousands)
2004
Foreign currency translation adjustments	$	38,354		$	—		$	38,354
Change in minimum liability of pension		(11,987	)		—			(11,987	)
Unrealized gains on securities		115			(40	)		75
Other comprehensive income	$	26,482		$	(40	)	$	26,442
2003
Foreign currency translation adjustments	$	70,475		$	—		$	70,475
Change in minimum liability of pension		(9,110	)		—			(9,110	)
Unrealized gains on securities		2,166			(758	)		1,408
Other comprehensive income	$	63,531		$	(758	)	$	62,773
2002
Foreign currency translation adjustments	$	34,350		$	—		$	34,350
Change in minimum liability of pension		(5,611	)		1,683			(3,928	)
Unrealized losses on derivative instruments		(1,407	)		—			(1,407	)
Unrealized gains on securities		104			(44	)		60
Reclassification adjustments		(869	)		452			(417	)
Other comprehensive income	$	26,567		$	2,091		$	28,658

Cost of Shares Held In Treasury:    Effective July 1, 2004, companies incorporated in Massachusetts became subject to the Massachusetts Business Corporation Act, Chapter 156D. Chapter 156D provides that shares that are reacquired by a company become authorized but unissued shares. As a result, Chapter 156D eliminates the concept of “treasury shares” and provides that shares reacquired by a company become “authorized but unissued” shares. Accordingly, the Company has redesignated its existing treasury shares, at an aggregate cost of $168,837,000, as authorized but unissued and has allocated this amount to the common stock par value and additional paid in capital.

Note 19: Financial Instruments

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and accounts receivable. The Company believes it had no significant concentrations of credit risk as of January 2, 2005.

In the ordinary course of business, the Company enters into foreign exchange contracts for periods consistent with its committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. Transactions covered by hedge contracts include intercompany and third-party receivables and payables. The contracts are primarily in European and Asian currencies, generally 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 and market risk are not significant as the foreign exchange instruments are contracted with major banking institutions. Gains and losses on the Company’s 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. Deferred gains and losses are recognized in income in the

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

period in which the underlying anticipated transaction occurs. For the year ended January 2, 2005, the Company did not engage in hedges designated as cash flow. The notional amount of the outstanding foreign currency contracts designated as fair value was approximately $166.8 million as of January 2, 2005 and $168.5 million at December 28, 2003. The fair value of the Company’s foreign currency derivative contracts was insignificant. The gains and losses realized on foreign currency contracts are not material.

In January 2004, the Company entered into $100 million of interest rate swap instruments with financial institutions. In January 2005, the Company entered into an additional $100 million of interest rate swaps with financial institutions on similar terms. The swap agreements were designated as a fair value hedge related to $200 million of its senior subordinated notes due 2013.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments based on interest rates available to the Company and by comparison to quoted market prices. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturities of these assets and liabilities.

The fair values of marketable securities included in investments have been determined using available quoted market prices for such securities. The carrying value of the Company’s investments in joint ventures and other equity investments are considered reasonable estimates of the fair values of those investments. The fair value and carrying value of the Company’s investments are disclosed in Note 11 above.

The outstanding term debt on the Company’s senior credit facility totaled $70.0 million and $245.0 million at January 2, 2005 and December 28, 2003, respectively. No amounts were outstanding under the revolving facility. The interest rate on the Company’s senior credit facility is reset monthly to reflect variable rates that reflect currently available terms and conditions for similar debt. Consequently, the carrying value of the credit facility approximates fair value.

The fair value of 8 ⁷/8% notes and the 6.8% notes are estimated using market quotes from brokers or are based on current rates offered for similar debt. At January 2, 2005, the 8 ⁷/8% notes and the 6.8% notes had an aggregate carrying value of $303 million and a fair value of $347 million. At December 28, 2003, the 8 ⁷/8% notes and the 6.8% notes had an aggregate carrying value of $302 million and a fair value of $350 million.

Note 20: Leases

The Company leases certain property and equipment under operating leases. Rental expense charged to continuing operations for 2004, 2003 and 2002 amounted to $37.1 million, $37.1 million and $36.6 million, respectively. Minimum rental commitments under noncancelable operating leases are as follows: $30.5 million in 2005, $25.5 million in 2006, $17.1 million in 2007, $13.8 million in 2008, $12.5 million in 2009 and $122.2 million in 2010 and thereafter.

Note 21: Guarantor Financial Information

The Company has outstanding $300 million in aggregate principal amount of 8 ⁷/8% Senior Subordinated Notes (the “8 ⁷/8 Notes”) due 2013. The Company’s payment obligations under the 8 ⁷/8% Notes are guaranteed by some of the Company’s domestic subsidiaries (the “Guarantor Subsidiaries”), all of which are wholly owned by the Company. These guarantees are full and unconditional and joint and several. The following supplemental financial information sets forth, on an unconsolidated basis, income statement, balance sheet and statements of cash flow information for the Company (“Parent Company Only”), for the Guarantor Subsidiaries and for the Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”). The supplemental financial information reflects the investments of the Company and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting.

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement Year Ended January 2, 2005

	Parent Company Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Sales	$	284,000		$	743,241		$	846,187		$	(186,197	)	$	1,687,231
Cost of sales		213,484			503,116			476,275			(186,197	)		1,006,678
Selling, general and administrative expenses		53,257			153,971			180,315			—			387,543
Research and development expenses		2,670			48,638			35,742			—			87,050
Other operating expense, net		286			25,102			3,502			—			28,890
Operating income from continuing operations		14,303			12,414			150,353			—			177,070
Other expenses (income), net		42,949			(2,284	)		(342	)		—			40,323
(Loss) income from continuing operations before income taxes		(28,646	)		14,698			150,695			—			136,747
(Benefit) provision for income taxes		(2,485	)		12,467			28,513			—			38,495
Income (loss) from continuing operations		(26,161	)		2,231			122,182			—			98,252
Equity earnings (loss) from subsidiaries, net of tax		124,413			122,182			—			(246,595	)		—
Loss from discontinued operations, net of income taxes		(2,209	)		—			—			—			(2,209	)
Net income (loss)	$	96,043		$	124,413		$	122,182		$	(246,595	)	$	96,043

79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement Year Ended December 28, 2003
	Parent Company Only			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Sales	$	216,446		$	657,222	$	782,965	$	(124,583	)	$	1,532,050
Cost of sales		169,166			409,488		446,687		(124,583	)		900,758
Selling, general and administrative expenses		45,799			164,598		175,578		—			385,975
Research and development expenses		4,078			46,183		31,105		—			81,366
Other operating (income) expense, net		(5,541	)		24,339		3,312		—			22,110
Operating income from continuing operations		2,944			12,614		126,283		—			141,841
Other expenses, net		46,117			7,730		2,549		—			56,396
(Loss) income from continuing operations before income taxes		(43,173	)		4,884		123,734		—			85,445
(Benefit) provision for income taxes		(2,871	)		1,582		28,801		—			27,512
(Loss) income from continuing operations		(40,302	)		3,302		94,933		—			57,933
Equity earnings (loss) from subsidiaries, net of tax		98,235			94,933		—		(193,168	)		—
Loss from discontinued operations, net of income taxes		(4,974	)		—		—		—			(4,974	)
Net income (loss)	$	52,959		$	98,235	$	94,933	$	(193,168	)	$	52,959

80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement Year Ended December 29, 2002
	Parent Company Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Sales	$	241,233		$	651,783		$	770,430		$	(162,452	)	$	1,500,994
Cost of sales		185,175			443,002			432,821			(162,452	)		898,546
Selling, general and administrative expenses		44,491			191,254			195,102			—			430,847
Research and development expenses		3,207			46,873			34,878			—			84,958
Other operating (income) expense, net		(12,549	)		37,809			33,526			—			58,786
Operating income (loss) from continuing operations		20,909			(67,155	)		74,103			—			27,857
Other (income) expense, net		30,230			13,958			(11,328	)		—			32,860
(Loss) income from continuing operations before income tax		(9,321	)		(81,113	)		85,431			—			(5,003	)
Provision (benefit) for income taxes		(2,929	)		(25,471	)		24,913			—			(3,487	)
(Loss) income from continuing operations		(6,392	)		(55,642	)		60,518			—			(1,516	)
Equity (loss) earnings from subsidiaries, net of tax		(106,024	)		8,646			—			97,378			—
Loss from discontinued operations, net of income taxes		(32,622	)		—			—			—			(32,622	)
(Loss) income before effect of accounting change		(145,038	)		(46,996	)		60,518			97,378			(34,138	)
Effect of accounting change, net of income taxes		(6,900	)		(59,028	)		(51,872	)		—			(117,800	)
Net (loss) income	$	(151,938	)	$	(106,024	)	$	8,646		$	97,378		$	(151,938	)

81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Balance Sheet January 2, 2005
	Parent Company Only			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Current assets:
Cash and cash equivalents	$	19,654		$	—	$	177,859	$	—		$	197,513
Accounts receivable, net		30,497			42,957		213,845		—			287,299
Inventories		23,371			75,741		94,444		—			193,556
Other current assets		20,572			14,394		34,153		—			69,119
Current assets of discontinued operations		143			—		—		—			143
Total current assets		94,237			133,092		520,301		—			747,630
Property, plant and equipment, net		27,463			133,258		75,195		—			235,916
Marketable securities and investments		8,444			1,150		885		—			10,479
Intangible assets, net		34,709			1,080,327		356,278		—			1,471,314
Intercompany receivable/(payable), net		(1,213,588	)		892,422		321,166		—			—
Investment in Subsidiaries		2,968,420			933,965		—		(3,902,385	)		—
Other assets		80,623			8,974		20,419		—			110,016
Long-term assets of discontinued operations		152			—		—		—			152
Total assets	$	2,000,460		$	3,183,188	$	1,294,244	$	(3,902,385	)	$	2,575,507
Current liabilities:
Short-term debt	$	7,831		$	—	$	1,883	$	—		$	9,714
Accounts payable		17,635			58,048		70,947		—			146,630
Accrued restructuring and integration costs		—			593		2,452		—			3,045
Accrued expenses		105,817			71,876		108,767		—			286,460
Current liabilities of discontinued operations		118			—		—		—			118
Total current liabilities		131,401			130,517		184,049		—			445,967
Long-term debt		364,874			—		—		—			364,874
Long-term liabilities		44,100			84,251		176,230		—			304,581
Total stockholders’ equity		1,460,085			2,968,420		933,965		(3,902,385	)		1,460,085
Total liabilities and stockholders’ equity	$	2,000,460		$	3,183,188	$	1,294,244	$	(3,902,385	)	$	2,575,507

82

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Balance Sheet December 28, 2003

	Parent Company Only			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Current assets:
Cash and cash equivalents	$	39,360		$	—	$	152,139	$	—		$	191,499
Accounts receivable, net		27,208			57,019		203,800		—			288,027
Inventories		20,459			78,714		89,429		—			188,602
Other current assets		38,082			21,239		35,883		—			95,204
Current assets of discontinued operations		2,968			—		—		—			2,968
Total current assets		128,077			156,972		481,251		—			766,300
Property, plant and equipment, net		29,439			149,394		87,528		—			266,361
Marketable securities and investments		7,910			994		1,970		—			10,874
Intangible assets		29,470			1,098,624		331,520		—			1,459,614
Intercompany receivable/(payable), net		(1,013,702	)		767,949		245,753		—			—
Investment in Subsidiaries		2,807,762			829,571		—		(3,637,333	)		—
Other assets		85,139			6,880		10,639		—			102,658
Long-term assets of discontinued operations		1,920			—		—		—			1,920
Total assets	$	2,076,015		$	3,010,384	$	1,158,661	$	(3,637,333	)	$	2,607,727
Current liabilities:
Short-term debt	$	3,150		$	—	$	2,017	$	—		$	5,167
Accounts payable		26,311			51,580		76,369		—			154,260
Accrued restructuring and integration costs		—			4,497		3,558		—			8,055
Accrued expenses		107,689			83,993		92,013		—			283,695
Current liabilities of discontinued operations		846			—		—		—			846
Total current liabilities		137,996			140,070		173,957		—			452,023
Long-term debt		544,307			—		—		—			544,307
Long-term liabilities		44,662			62,552		155,133		—			262,347
Total stockholders’ equity		1,349,050			2,807,762		829,571		(3,637,333	)		1,349,050
Total liabilities and stockholders’ equity	$	2,076,015		$	3,010,384	$	1,158,661	$	(3,637,333	)	$	2,607,727

83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Statement of Cash Flow Year Ended January 2, 2005

	Parent Company Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating Activities
Net cash provided by continuing operating activities	$	169,847		$	10,689		$	18,954		$	199,490
Net cash provided by discontinued operating activities		1,267			—			—			1,267
Net cash provided by operating activities		171,114			10,689			18,954			200,757
Investing Activities
Capital expenditures		(2,294	)		(10,689	)		(5,978	)		(18,961	)
Proceeds from dispositions of businesses, net		425			—			—			425
Proceeds from disposition of assets, net		3,442			—			—			3,442
Proceeds of acquisitions, net of cash acquired		2,765			—			—			2,765
Net cash provided by (used in) continuing operations investing activities		4,338			(10,689	)		(5,978	)		(12,329	)
Net cash provided by discontinued operations investing activities		646			—			—			646
Net cash provided by (used in) investing activities		4,984			(10,689	)		(5,978	)		(11,683	)
Financing Activities
Payment of indebtedness		(175,000	)		—			—			(175,000	)
Other debt increases (decreases)		(64	)		—			(134	)		(198	)
Proceeds from exercise of stock options		15,041			—			—			15,041
Cash dividends		(35,781	)		—			—			(35,781	)
Net cash (used in) provided by financing activities		(195,804	)		—			(134	)		(195,938	)
Effect of exchange rates on cash and cash equivalents		—			—			12,878			12,878
Net increase (decrease) in cash and cash equivalents		(19,706	)		—			25,720			6,014
Cash and cash equivalents, beginning of year		39,360			—			152,139			191,499
Cash and cash equivalents, end of year	$	19,654		$	—		$	177,859		$	197,513

84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Statement of Cash Flow Year Ended December 28, 2003

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating Activities
Net cash provided by continuing operating activities	$	113,664		$	1,198		$	48,851		$	163,713
Net cash provided by discontinued operating activities		3,762			—			—			3,762
Net cash provided by operating activities		117,426			1,198			48,851			167,475
Investing Activities
Cash held in escrow		187,477			—			—			187,477
Capital expenditures		(1,109	)		(8,179	)		(7,300	)		(16,588	)
Settlement of dispositions of businesses, net		(959	)		—			—			(959	)
Proceeds from disposition of assets, net		5,363			—			—			5,363
Proceeds of acquisitions, net of cash acquired		534			—			—			534
Net cash provided by (used in) continuing operations investing activities		191,306			(8,179	)		(7,300	)		175,827
Net cash provided by discontinued operations investing activities		1,400			—			—			1,400
Net cash provided by (used in) investing activities		192,706			(8,179	)		(7,300	)		177,227
Financing Activities
Payment of indebtedness		(259,901	)		—			—			(259,901	)
Other debt increases (decreases)		(2,439	)		—			166			(2,273	)
Payment of debt issuance costs		(4,385	)		—			—			(4,385	)
Proceeds from exercise of stock options		3,617			—			—			3,617
Cash dividends		(35,409	)		—			—			(35,409	)
Net cash (used in) provided by financing activities		(298,517	)		—			166			(298,351	)
Effect of exchange rates on cash and cash equivalents		—			—			14,533			14,533
Net increase (decrease) in cash and cash equivalents		11,615			(6,981	)		56,250			60,884
Cash and cash equivalents, beginning of year		27,745			6,981			95,889			130,615
Cash and cash equivalents, end of year	$	39,360		$	—		$	152,139		$	191,499

85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Statement of Cash Flow Year Ended December 29, 2002

	Parent Company Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating Activities
Net cash provided by (used in) continuing operating activities	$	110,748		$	54,266		$	(48,693	)	$	116,321
Net cash used in discontinued operating activities		(8,617	)		—			—			(8,617	)
Net cash provided by (used in) operating activities		102,131			54,266			(48,693	)		107,704
Investing Activities
Cash held in escrow		(186,483	)		—			—			(186,483	)
Purchase of Fremont, CA facility		—			(30,000	)		—			(30,000	)
Capital expenditures		(3,879	)		(18,850	)		(15,090	)		(37,819	)
Proceeds from dispositions of businesses, net		96,194			—			—			96,194
Proceeds from disposition of assets, net		—			—			29,782			29,782
Proceeds of acquisitions, net of cash acquired		(22,511	)		—			—			(22,511	)
Net cash (used in) provided by continuing operations investing activities		(116,679	)		(48,850	)		14,692			(150,837	)
Net cash used in discontinued operations investing activities		(5,200	)		—			—			(5,200	)
Net cash (used in) provided by investing activities		(121,879	)		(48,850	)		14,692			(156,037	)
Financing Activities
Payment of indebtedness		(538,293	)		—			—			(538,293	)
Proceeds from indebtedness		612,500			—			—			612,500
Other debt decreases		(1,351	)		—			(4,189	)		(5,540	)
Payment of debt issuance costs		(15,841	)		—			—			(15,841	)
Proceeds from exercise of stock options		12,851			—			—			12,851
Purchases of treasury stock		(5,925	)		—			—			(5,925	)
Cash dividends		(35,279	)		—			—			(35,279	)
Net cash provided by (used in) financing activities		28,662			—			(4,189	)		24,473
Effect of exchange rates on cash and cash equivalents		—			—			16,225			16,225
Net increase (decrease) in cash and cash equivalents		8,914			5,416			(21,965	)		(7,635	)
Cash and cash equivalents, beginning of year		18,831			1,565			117,854			138,250
Cash and cash equivalents, end of year	$	27,745		$	6,981		$	95,889		$	130,615

Note 22:    Industry Segment and Geographic Area Information

In the fourth quarter of 2002, the Company announced plans to combine its Life Sciences and Analytical Instruments businesses into one business, Life and Analytical Sciences, with changes to organization, processes and systems expected during 2003. In the second quarter of 2003, the Company completed many of the changes involved in the combination, including the integration of facilities and management reporting and systems. Therefore, commencing in the second quarter of 2003, the two segments were aggregated into one reporting segment for financial statement purposes as discrete financial information is only available on a combined basis. The three reportable segments reflect the Company’s management and structure under three strategic business units (SBUs). For comparative purposes, the Company has disclosed its Life Science and Analytical Science segments as one reporting segment for all periods presented.

86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The accounting policies of the reporting segments are the same as those described in Note 1. The Company evaluates the performance of its operating segments based on sales and operating profit. Intersegment sales and transfers are not significant. The reporting segments and their principal products and services are:

• Life and Analytical Sciences.    The Company is a leading provider of drug discovery, genetic screening, and environmental and chemical analysis tools, including instruments, reagents, consumables, and services.

• Optoelectronics.    The Company provides a broad range of digital imaging, sensor and specialty lighting components used in biomedical, consumer products and other specialty end markets.

• Fluid Sciences.    The Company provides a variety of precision valves, seals, bellows and pneumatic joints for critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication facilities.

Sales and operating profit by segment for the three years ended January 2, 2005 are shown in the table below:

	2004			2003			2002
	(In thousands)
Life and Analytical Sciences Sales	$	1,062,767		$	1,003,711		$	991,712
Operating profit		103,609			94,745			27,431
Optoelectronics Sales		380,637			348,669			319,797
Operating profit		57,403			46,778			(459	)
Fluid Sciences Sales		243,827			179,670			189,485
Operating profit		38,221			17,922			17,476
Other
Operating loss		(22,163	)		(17,604	)		(16,591	)
Continuing Operations Sales		1,687,231			1,532,050			1,500,994
Operating profit		177,070			141,841			27,857

The Company’s Security and Detection Systems business (formerly included in the Life and Analytical Sciences segment), Telecommunications Component, Entertainment Lighting, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses (all formerly included in the Optoelectronics segment) are presented as discontinued operations, and therefore are not included in the preceding table.

87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additional information relating to the Company’s operating segments is as follows:

	Depreciation and Amortization Expense						Capital Expenditures
	(In thousands)						(In thousands)
	2004		2003		2002		2004		2003		2002
Life and Analytical Sciences	$	47,645	$	47,938	$	44,723	$	6,747	$	9,841	$	25,014
Optoelectronics		19,633		21,818		19,813		7,677		5,398		38,271
Fluid Sciences		7,726		8,403		9,632		3,022		919		3,754
Other		1,237		1,335		1,665		1,515		430		780
Continuing operations	$	76,241	$	79,494	$	75,833	$	18,961	$	16,588	$	67,819

	Total Assets
	2004		2003
	(In thousands)
Life and Analytical Sciences	$	2,112,322	$	2,080,916
Optoelectronics		292,500		291,746
Fluid Sciences		126,603		119,966
Other		43,786		110,211
Net current and long-term assets of discontinued operations		296		4,888
	$	2,575,507	$	2,607,727

The following geographic area information for continuing operations includes sales based on location of external customer and net property, plant and equipment based on physical location:

	Sales
	2004		2003		2002
	(In thousands)
U.S	$	784,153	$	714,451	$	718,566
Non-U.S.:
United Kingdom		108,198		107,006		93,386
Germany		105,779		92,820		86,729
France		101,390		82,805		68,431
Japan		93,085		88,931		87,394
Italy		80,386		65,275		59,117
Other non-U.S		414,240		380,762		387,371
Total non-U.S.		903,078		817,599		782,428
	$	1,687,231	$	1,532,050	$	1,500,994
	Net Long-Lived Assets
	January 2, 2005		December 28, 2003		December 29, 2002
	(In thousands)
U.S	$	1,389,202	$	1,420,006	$	1,461,683
Non-U.S.:
Singapore		175,935		40,413		43,407
Germany		85,039		79,812		67,604
United Kingdom		36,575		43,142		39,656
Netherlands		42,270		39,263		32,603
Canada		31,817		34,037		34,752
Finland		22,506		23,502		20,628
Other non-U.S		24,075		141,744		126,968
Total non-U.S		418,217		401,913		365,618
	$	1,807,419	$	1,821,919	$	1,827,301

88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 23:    Quarterly Financial Information (Unaudited)

Selected quarterly financial information follows:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
	(In thousands, except per share data)
2004 Sales	$	392,607	$	412,615	$	403,403	$	478,606	$	1,687,231
Gross profit		152,627		166,573		160,133		201,220		680,553
Operating income from continuing operations		29,930		40,035		42,891		64,214		177,070
Income from continuing operations before income taxes		20,385		30,169		34,407		51,786		136,747
Income from continuing operations		14,257		21,463		24,601		37,931		98,252
Net income		13,271		20,835		24,014		37,923		96,043
Basic earnings per share:
Continuing operations	$	0.11	$	0.17	$	0.19	$	0.30	$	0.77
Net income		0.10		0.16		0.19		0.30		0.75
Diluted earnings per share:
Continuing operations	$	0.11	$	0.17	$	0.19	$	0.29	$	0.76
Net income		0.10		0.16		0.19		0.29		0.74
Cash dividends per common share		0.07		0.07		0.07		0.07		0.28
2003 Sales	$	357,740	$	376,251	$	366,186	$	431,873	$	1,532,050
Gross profit		139,924		152,951		152,942		185,475		631,292
Operating income from continuing operations		20,559		30,966		34,916		55,400		141,841
Income from continuing operations before income taxes		6,222		16,801		21,629		40,793		85,445
Income from continuing operations		4,172		11,308		14,766		27,687		57,933
Net income		2,362		8,398		14,269		27,930		52,959
Basic earnings per share:
Continuing operations	$	0.03	$	0.09	$	0.12	$	0.22	$	0.46
Net income		0.02		0.07		0.11		0.22		0.42
Diluted earnings per share:
Continuing operations	$	0.03	$	0.09	$	0.12	$	0.22	$	0.45
Net income		0.02		0.07		0.11		0.22		0.41
Cash dividends per common share		0.07		0.07		0.07		0.07		0.28

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.     Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of January 2, 2005. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of January 2, 2005, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of January 2, 2005. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on this assessment, our management believes that, as of January 2, 2005, our internal control over financial reporting was effective based on those criteria.

Our independent auditors have issued an audit report on our management’s assessment of our internal control over financial reporting. This report appears below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of PerkinElmer, Inc.

Wellesley, Massachusetts

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that PerkinElmer, Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of January 2, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of January 2, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended January 2, 2005 of the Company and our report dated March 10, 2005 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

March 10, 2005

Changes in Internal Control Over Financial Reporting

No change in our internal 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 January 2, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information

On January 28, 2005, we entered into an amendment to the Receivables Sale Agreement dated as of December 21, 2001 among PerkinElmer Receivables Company, PerkinElmer, Inc., ABN AMRO Bank N.V., the committed purchasers named therein and Windmill Funding Corporation. The amendment extended the term of our receivables securitization facility from January 28, 2005 to January 27, 2006.

PART III

Item 10.    Directors and Executive Officers of the Registrant

The information required to be disclosed by this Item pursuant to Item 401 of Regulation S-K with respect to our executive officers is contained in Part I of this annual report on Form 10-K under the caption, “Executive Officers of the Registrant.” The remaining information required to be disclosed by this Item pursuant to Item 401 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the captions “Proposal No. 1 Election of Directors” and “Information Relating to Our Board of Directors and Its Committees—Board of Directors Meetings and Committees—Audit Committee” and Information Relating to Our Board of Directors and Its Committees – Director Candidates” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 405 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated in this annual report on Form 10-K by reference.

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We have adopted a code of ethics, our Standards of Business Conduct, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Our Standards of Business Conduct, as well as our corporate governance guidelines and the charters for the audit, compensation and benefits, nominating and corporate governance, executive and finance committees of our board of directors, are each accessible under the “Corporate Governance” heading of the “Investor Corner” section of our website, www.perkinelmer.com. This information is also available in print to any stockholder who requests it by writing to PerkinElmer, Inc., 45 William Street, Wellesley, Massachusetts 02481. Attention: Investor Relations. We also intend to disclose in the same location on our website, any amendments to, or waivers from, our Standards of Business Conduct that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.

Item 11.    Executive Compensation

The information required to be disclosed by this Item pursuant to Item 402 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the captions “Information Relating to Our Board of Directors and Its Committees—Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation,” and is incorporated in this annual report on Form 10-K by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be disclosed by this Item pursuant to Item 403 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the caption “Beneficial Ownership of Common Stock”, and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 201(d) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the caption “Proposal No. 3 Approval of the PerkinElmer, Inc. 2005 Incentive Plan—Equity Compensation Plan Information,” and is incorporated in this annual report on Form 10-K by reference.

Item 13.    Certain Relationships and Related Transactions

The information required to be disclosed by this Item pursuant to Item 404 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the caption “Executive Compensation—Employment and Other Agreements,” and is incorporated in this annual report on Form 10-K by reference.

Item 14.    Principal Accountant Fees and Services

The information required to be disclosed by this Item pursuant to Item 9(e) of Schedule 14A is contained in the proxy statement for our annual meeting of stockholders to be held on April 26, 2005 under the caption “Information Relating to Our Board of Directors and Its Committees—Independent Auditors Fees and Other Matters”, and is incorporated in this annual report on Form 10-K by reference.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) DOCUMENTS FILED AS PART OF THIS REPORT:

1. FINANCIAL STATEMENTS

Included in Part II, Item 8:

Report of Independent Registered Public Accountant

Consolidated Income Statements for each of the Three Years Ended January 2, 2005

Consolidated Balance Sheets at January 2, 2005 and December 28, 2003

Consolidated Statements of Stockholders’ Equity for each of the Three Years Ended January 2, 2005

Consolidated Statements of Cash Flows for each of the Three Years Ended January 2, 2005

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULE

Schedule II — Valuation and Qualifying Accounts

We have omitted financial statement schedules, other than those we note above, because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

3. EXHIBITS

Exhibit No.	Exhibit Title
3.1	PerkinElmer, Inc.’s Restated Articles of Organization were filed with the Commission on August 15, 2001 as Exhibit 3.1 to our quarterly report on Form 10-Q and are herein incorporated by reference.
3.2	PerkinElmer, Inc.’s By-Laws as amended and restated by the Board of Directors on April 27, 1999 are attached hereto as Exhibit 3.2.
4.1	Specimen Certificate of PerkinElmer Inc.’s Common Stock, $1 par value, was filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and is herein incorporated by reference.
4.2	Form of Indenture dated June 28,1995 between PerkinElmer, Inc. and the First National Bank of Boston, as Trustee, was filed with the Commission on May 30, 1995 as Exhibit 4.1 to our registration statement on Form S-3, File No. 33-59675 and is herein incorporated by reference.
4.3	First Supplemental Indenture dated as of December 13, 2002 between PerkinElmer, Inc. and State Street Bank and Trust Company, was filed with the Commission on December 27, 2002 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.
4.4	Indenture dated as of December 26, 2002 among PerkinElmer, Inc., as Issuer, Applied Surface Technology, Inc., CCS Packard, Inc., Carl Consumable Products, LLC, Lumen Technologies, Inc., NEN Life Sciences, Inc., Packard BioScience Company, Packard Instrument Company, Inc., PerkinElmer Instruments LLC, PerkinElmer Labworks, Inc., PerkinElmer Life Sciences, Inc., PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc., PerkinElmer Holdings, Inc., PerkinElmer Automotive Research, Inc., as Guarantors, and State Street Bank and Trust Company, as Trustee, was filed with the Commission on March 18, 2003 as Exhibit 4.7 to our annual report on Form 10-K and is herein incorporated by reference.

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4.5	First Supplemental Indenture dated as of December 22, 2003 among PerkinElmer, Inc., PerkinElmer Massachusetts, LLC, PerkinElmer Massachusetts Trust and U.S. Bank National Association, was filed with the Commission on March 12, 2004 as Exhibit 4.7 to our annual report on Form 10-K and is herein incorporated by reference.
*10.1	PerkinElmer, Inc.’s Supplemental Executive Retirement Plan, as amended through July 23, 2004, was filed with the Commission on November 5, 2004 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference.
*10.2	PerkinElmer, Inc.’s 1999 Incentive Plan is attached hereto as Exhibit 10.2.
10.3	$415,000,000 Credit Agreement dated as of December 26, 2002 among PerkinElmer, Inc., as Borrower, the Several Lenders from Time to Time Parties thereto, Merrill Lynch & Co., Merrill, Lynch, Pierce, Fenner and 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 (the “Credit Agreement”), was filed with the Commission on March 18, 2003 as Exhibit 10.3 to our annual report on Form 10-K and is herein incorporated by reference. Amendment No. 1 to Credit Agreement, dated as of April 1, 2003, was filed with the Commission on May 8, 2003 as Exhibit 10.2 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. Amendment No. 2 to Credit Agreement, dated as of April 23, 2003, was filed with the Commission on May 8, 2003 as Exhibit 10.3 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. Amendment No. 3 to Credit Agreement, dated as of December 26, 2003, was filed with the Commission on March 12, 2004 as Exhibit 10.3 to our annual report on Form 10-K and is herein incorporated by reference. Amendment No. 4 to Credit Agreement, dated as of October 20, 2004, is attached hereto as Exhibit 10.3.
*10.4	Summary of Director Compensation and Executive Officer Short- and Long-Term Incentive Arrangements
*10.5	Employment Contracts:
	(1) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel dated June 23, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(b) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the employment agreements of the executive officers listed herein at numbers (2) through and including (3);
	(3) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Richard F. Walsh dated June 1, 2004;
	(4) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Jeffrey D. Capello dated June 11, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(c) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the employment agreements of the executive officers listed herein at numbers (4) through and including (6);
	(5) Amended and Restated Employment Agreement between PerkinElmer, Inc. and John P. Murphy dated June 10, 2004;
	(6) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Peter B. Coggins dated June 14, 2004;

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	(7) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert A. Barrett dated June 10, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(d) to our quarterly report on Form 10-Q and is herein incorporated by reference; and
	(8) Employment Agreement between PerkinElmer, Inc. and John A. Roush dated November 5, 2004 is attached hereto as Exhibit 10.5.
*10.6	Letter agreement dated as of November 22, 2003 between PerkinElmer, Inc. and John A. Roush is attached hereto as Exhibit 10.6.
*10.7	Stock Restriction Agreement dated as of November 18, 2003 between PerkinElmer, Inc. and John A. Roush is attached hereto as Exhibit 10.7.
10.8	Reserved.
*10.9	Form of Multi-Year Stock Option Grant given by PerkinElmer, Inc. to each of Messrs. Summe, Friel, Walsh and Carlson on April 25, 2001 was filed with the Commission on March 28, 2002 as Exhibit 10.9 to our annual report on Form 10-K and is herein incorporated by reference.
*10.10	PerkinElmer, Inc.’s 1998 Deferred Compensation Plan, 1999 Restatement, was filed with the Commission on March 12, 2004 as Exhibit 10.10 to our annual report on Form 10-K and is herein incorporated by reference.
*10.11	PerkinElmer, Inc.’s 2001 Incentive Plan was filed with the Commission on March 12, 2001 as Appendix B to our definitive proxy statement on Schedule 14A and is herein incorporated by reference.
10.12	Receivables Sale Agreement dated as of December 21, 2001 among PerkinElmer Receivables Company, PerkinElmer, Inc. ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Receivables Sale Agreement”) was filed with the Commission on March 29, 2002 as Exhibit 10.12 to our Annual Report on Form 10-K and is herein incorporated by reference. The First Amendment to the Receivables Sales Agreement dated as of June 28, 2002 was filed with the Commission on March 18, 2003 as Exhibit 10.12(a) to our annual report on Form 10-K and is herein incorporated by reference. The Second Amendment to the Receivables Sales Agreement dated as of October 7, 2002 was filed with the Commission on March 18, 2003 as Exhibit 10.12(b) to our annual report on Form 10-K and is herein incorporated by reference. The Third Amendment to the Receivables Sales Agreement dated as of December 20, 2002 was filed with the Commission as Exhibit 10.12(c) to our annual report on Form 10-K on March 18, 2003 and is herein incorporated by reference. The Fourth Amendment to the Receivables Sales Agreement dated as of January 31, 2003 was filed with the Commission on March 18, 2003 as Exhibit 10.12(d) to our annual report on Form 10-K and is herein incorporated by reference. The Fifth Amendment to the Receivables Sales Agreement dated as of March 26, 2003 was filed with the Commission on May 8, 2003 as Exhibit 10.4 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. The Sixth Amendment to the Receivables Sales Agreement dated as of September 23, 2003 was filed with the Commission on November 12, 2003 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. The Seventh Amendment to the Receivables Sales Agreement dated as of December 26, 2003 was filed with the Commission on March 12, 2004 as Exhibit 10.12 (a) to our annual report on Form 10-K and is herein incorporated by reference. The Eighth Amendment to the Receivables Sales Agreement dated as of January 30, 2004 was filed with the Commission on March 12, 2004 as Exhibit 10.12 (b) to our annual report on Form 10-K and is herein incorporated by reference. The Ninth Amendment to the Receivables Sales Agreement dated as of January 28, 2005 is attached hereto as Exhibit 10.12.

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10.13	Purchase and Sale Agreement dated as of December 21, 2001 among PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer Life Sciences, Inc., Receptor Biology, Inc., PerkinElmer Instruments LLC, PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc. and PerkinElmer Canada, Inc., as Originators, and PerkinElmer Receivables Company, as Buyer (the “Purchase and Sale Agreement”), was filed with the Commission on March 28, 2002 as Exhibit 10.13 to our annual report on Form 10-K and is herein incorporated by reference. The First Amendment to the Purchase and Sale Agreement dated as of March 26, 2003 was filed with the Commission on May 8, 2003 as Exhibit 10.5 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. The Second Amendment to the Purchase and Sale Agreement dated as of September 23, 2003 was filed with the Commission on November 12, 2003 as Exhibit 10.2 to our quarterly report on Form 10-Q and is herein incorporated by reference.
*10.14	PerkinElmer, Inc.’s Life Sciences Incentive Plan was filed with the Commission on March 18, 2003 as Exhibit 10.14 to our annual report on Form 10-K and is herein incorporated by reference.
*10.15	PerkinElmer, Inc.’s 1999 Vivid Technologies Equity Incentive Plan was filed with the Commission on March 18, 2003 as Exhibit 10.15 to our annual report on Form 10-K and is herein incorporated by reference.
*10.16	Form of Stock Restriction Agreement dated January 16, 2002 between PerkinElmer, Inc. and each of Gregory L. Summe, for 50,000 shares of common stock, Terrance L. Carlson, for 20,000 shares of common stock, Robert F. Friel, for 30,000 shares of common stock, and Richard F. Walsh, for 20,000 shares of common stock, was filed with the Commission on May 15, 2002 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. Each of the Stock Restriction Agreements was amended by an amendment dated October 24, 2002, a form of which was filed with the Commission on March 18, 2003 as Exhibit 10.16 to our annual report on Form 10-K and is herein incorporated by reference. These Stock Restriction Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than for cause.
*10.17	Form of Stock Restriction Agreement dated January 2, 2002 between PerkinElmer, Inc. and each of Gregory L. Summe, for 100,000 shares of common stock, Terrance L. Carlson, for 20,000 shares of common stock, Robert F. Friel, for 20,000 shares of common stock, and Richard F. Walsh, for 20,000 shares of common stock, was filed with the Commission on March 18, 2003 as Exhibit 10.17 to our annual report on Form 10-K and is herein incorporated by reference. These Stock Restriction Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than for cause.
*10.18	Stock Restriction Agreement dated July 15, 2002 between PerkinElmer, Inc. and Peter B. Coggins for 20,000 shares of common stock was filed with the Commission on March 18, 2003 as Exhibit 10.18(a) to our annual report on Form 10-K and is herein incorporated by reference. Stock Restriction Agreement dated July 15, 2002 between PerkinElmer, Inc. and Mr. Coggins for 10,000 shares of common stock was filed with the Commission on March 18, 2003 as Exhibit 10.18(b) to our annual report on Form 10-K and is herein incorporated by reference.
*10.19	Form of Amended and Restated Restricted Stock Agreement dated January 27, 2004 between PerkinElmer, Inc. and each of Gregory L. Summe for 70,000 shares of commons stock, Robert F. Friel for 30,000 shares of common stock, Peter B. Coggins for 30,000 shares of common stock and Richard F. Walsh for 16,000 shares of common stock, was filed with the Commission on August 6, 2004 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. These Amended and Restated Restricted Stock Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than cause.

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*10.20	Amendment to Equity Awards
	(1) Amendment to Equity Awards between PerkinElmer, Inc. and Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.3(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2) Amendment to Equity Awards between PerkinElmer, Inc. and Robert F. Friel, dated as of June 23, 2004, was filed with the Commission on August 6, 2004 as Exhibit 10.3(b) to our quarterly report on Form 10-Q and is herein incorporated by reference, and is representative of the amendments to equity awards entered into between PerkinElmer, Inc. and each of the following executive officers; Jeffrey D. Capello dated as of June 11, 2004, Peter B. Coggins dated as of June 14, 2004, John P. Murphy dated as of June 10, 2004 and Richard F. Walsh dated as of June 1, 2004.
	(3) The Amendment to Equity Awards between PerkinElmer, Inc. and Robert A. Barrett dated as of June 10, 2004 is identical in all material respects to the Amendment listed herein at (2), except for the deletion of paragraph (iii) in Mr. Barrett’s amendment.
*10.21	Amendment to Vested Option Awards
	(1) Amendment to Vested Option Awards from PerkinElmer, Inc. to Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.4(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2) Amendment to Vested Option Awards from PerkinElmer, Inc. to Robert F. Friel dated June 23, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.4(b) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the Amendments to Vested Option Awards from PerkinElmer, Inc. to each of the following executive officers: Robert A. Barrett dated as of June 10, 2004, Jeffrey D. Capello dated as of June 11, 2004, Peter B. Coggins dated as of June 14, 2004, John P. Murphy dated as of June 10, 2004 and Richard F. Walsh dated as of June 1, 2004.
12.1	Statement regarding computation of ratio of earnings to fixed charges is attached hereto as Exhibit 12.1.
21	Subsidiaries of PerkinElmer, Inc. is attached hereto as Exhibit 21.
23	Consent of Independent Public Accountants is attached hereto as Exhibit 23.
31.1	Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) is attached hereto as Exhibit 31.1.
31.2	Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) is attached hereto as Exhibit 31.2.
32.1	Certifications 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 32.1.

* This exhibit is a management contract or compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 15(a) of Form 10-K.

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SCHEDULE II

PERKINELMER, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended January 2, 2005

(In thousands)

Description	Balance at Beginning of Year		Provisions		Charges/ Writeoffs			Other(1)		Balance at End of Year
Reserve for Doubtful Accounts
Year Ended December 29, 2002	$	12,987	$	10,395	$	(3,494	)	$	1,516	$	21,404
Year Ended December 28, 2003		21,404		1,188		(4,499	)		2,104		20,197
Year Ended January 2, 2005	$	20,197	$	324	$	(3,051	)	$	896	$	18,366

(1) Unless otherwise described, other amounts primarily relate to the impact of foreign exchange movements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Signature	Title	Date
By:	/s/    GREGORY L. SUMME         Gregory L. Summe	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	March 11, 2005
By:	/s/    ROBERT F. FRIEL         Robert F. Friel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 11, 2005
By:	/s/    JEFFREY D. CAPELLO         Jeffrey D. Capello	Vice President — Finance, Treasurer and Chief Accounting Officer (Principal Accounting Officer)	March 11, 2005

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of PerkinElmer, Inc., hereby severally constitute Gregory L. Summe and Robert F. Friel, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, this Annual Report on Form 10-K and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission, hereby rectifying and confirming signed by our said attorneys, and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

	Signature	Title	Date
By:	/s/    GREGORY L. SUMME         Gregory L. Summe	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	March 11, 2005
By:	/s/    ROBERT F. FRIEL         Robert F. Friel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 11, 2005
By:	/s/    JEFFREY D. CAPELLO         Jeffrey D. Capello	Vice President — Finance, Treasurer and Chief Accounting Officer (Principal Accounting Officer)	March 11, 2005
By:	/s/    TAMARA J. ERICKSON         Tamara J. Erickson	Director	March 11, 2005

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	Signature	Title	Date
By:	/s/    NICHOLAS A. LOPARDO         Nicholas A. Lopardo	Director	March 11, 2005
By:	/s/    ALEXIS P. MICHAS         Alexis P. Michas	Director	March 11, 2005
By:	/s/    JAMES C MULLEN         James C. Mullen	Director	March 11, 2005
By:	/s/    DR. VICKI L. SATO         Dr. Vicki L. Sato	Director	March 11, 2005
By:	/s/    GABRIEL SCHMERGEL         Gabriel Schmergel	Director	March 11, 2005
By:	/s/    KENTON J. SICCHITANO         Kenton J. Sicchitano	Director	March 11, 2005
By:	/s/    G. ROBERT TOD         G. Robert Tod	Director	March 11, 2005

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EXHIBIT INDEX

Exhibit No.	Exhibit Title
3.1	PerkinElmer, Inc.’s Restated Articles of Organization were filed with the Commission on August 15, 2001 as Exhibit 3.1 to our quarterly report on Form 10-Q and are herein incorporated by reference.
3.2	PerkinElmer, Inc.’s By-Laws as amended and restated by the Board of Directors on April 27, 1999 are attached hereto as Exhibit 3.2.
4.1	Specimen Certificate of PerkinElmer Inc.’s Common Stock, $1 par value, was filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and is herein incorporated by reference.
4.2	Form of Indenture dated June 28,1995 between PerkinElmer, Inc. and the First National Bank of Boston, as Trustee, was filed with the Commission on May 30, 1995 as Exhibit 4.1 to our registration statement on Form S-3, File No. 33-59675 and is herein incorporated by reference.
4.3	First Supplemental Indenture dated as of December 13, 2002 between PerkinElmer, Inc. and State Street Bank and Trust Company, was filed with the Commission on December 27, 2002 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.
4.4	Indenture dated as of December 26, 2002 among PerkinElmer, Inc., as Issuer, Applied Surface Technology, Inc., CCS Packard, Inc., Carl Consumable Products, LLC, Lumen Technologies, Inc., NEN Life Sciences, Inc., Packard BioScience Company, Packard Instrument Company, Inc., PerkinElmer Instruments LLC, PerkinElmer Labworks, Inc., PerkinElmer Life Sciences, Inc., PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc., PerkinElmer Holdings, Inc., PerkinElmer Automotive Research, Inc., as Guarantors, and State Street Bank and Trust Company, as Trustee, was filed with the Commission on March 18, 2003 as Exhibit 4.7 to our annual report on Form 10-K and is herein incorporated by reference.
4.5	First Supplemental Indenture dated as of December 22, 2003 among PerkinElmer, Inc., PerkinElmer Massachusetts, LLC, PerkinElmer Massachusetts Trust and U.S. Bank National Association, was filed with the Commission on March 12, 2004 as Exhibit 4.7 to our annual report on Form 10-K and is herein incorporated by reference.
10.1	PerkinElmer, Inc.’s Supplemental Executive Retirement Plan, as amended through July 23, 2004, was filed with the Commission on November 5, 2004 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference.
10.2	PerkinElmer, Inc.’s 1999 Incentive Plan is attached hereto as Exhibit 10.2.
10.3	$415,000,000 Credit Agreement dated as of December 26, 2002 among PerkinElmer, Inc., as Borrower, the Several Lenders from Time to Time Parties thereto, Merrill Lynch & Co., Merrill, Lynch, Pierce, Fenner and 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 (the “Credit Agreement”), was filed with the Commission on March 18, 2002 as Exhibit 10.3 to our annual report on Form 10-K and is herein incorporated by reference. Amendment No. 1 to Credit Agreement, dated as of April 1, 2003, was filed with the Commission on May 8, 2003 as Exhibit 10.2 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. Amendment No. 2 to Credit Agreement, dated as of April 23, 2003, was filed with the Commission on May 8, 2003 as Exhibit 10.3 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. Amendment No. 3 to Credit Agreement, dated as of December 26, 2003, was filed with the Commission on March 12, 2004 as Exhibit 10.3 to our annual report on Form 10-K and is herein incorporated by reference. Amendment No. 4 to Credit Agreement, dated as of October 20, 2004, is attached hereto as Exhibit 10.3.

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10.4	Summary of Director Compensation and Executive Officer Short-  and Long-Term Incentive Arrangements
10.5	Employment Contracts:
	(1)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel dated June 23, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(b) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the employment agreements of the executive officers listed herein at numbers (2) through and including (3);
	(3)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Richard F. Walsh dated June 1, 2004;
	(4)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Jeffrey D. Capello dated June 11, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(c) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the employment agreements of the executive officers listed herein at numbers (4) through and including (6);
	(5)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and John P. Murphy dated June 10, 2004;
	(6)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Peter B. Coggins dated June 14, 2004;
	(7)    Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert A. Barrett dated June 10, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.2(d) to our quarterly report on Form 10-Q and is herein incorporated by reference; and
	(8)    Employment Agreement between PerkinElmer, Inc. and John A. Roush dated November 5, 2004 is attached hereto as Exhibit 10.5.
10.6	Letter agreement dated as of November 22, 2003 between PerkinElmer, Inc. and John A. Roush is attached hereto as Exhibit 10.6.
10.7	Stock Restriction Agreement dated as of November 18, 2003 between PerkinElmer, Inc. and John A. Roush is attached hereto as Exhibit 10.7.
10.8	Reserved.
10.9	Form of Multi-Year Stock Option Grant given by PerkinElmer, Inc. to each of Messrs. Summe, Friel, Walsh and Carlson on April 25, 2001 was filed with the Commission on March 28, 2002 as Exhibit 10.9 to our annual report on Form 10-K and is herein incorporated by reference.
10.10	PerkinElmer, Inc.’s 1998 Deferred Compensation Plan, 1999 Restatement, was filed with the Commission on March 12, 2004 as Exhibit 10.10 to our annual report on Form 10-K for on March 12, 2004 and is herein incorporated by reference.
10.11	PerkinElmer, Inc.’s 2001 Incentive Plan was filed with the Commission on March 12, 2001 as Appendix B to our definitive proxy statement on Schedule 14A and is herein incorporated by reference.

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10.12	Receivables Sale Agreement dated as of December 21, 2001 among PerkinElmer Receivables Company, PerkinElmer, Inc. ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Receivables Sale Agreement”) was filed with the Commission on March 29, 2002 as Exhibit 10.12 to our Annual Report on Form 10-K and is herein incorporated by reference. The First Amendment to the Receivables Sales Agreement dated as of June 28, 2002 was filed with the Commission on March 18, 2003 as Exhibit 10.12(a) to our annual report on Form 10-K and is herein incorporated by reference. The Second Amendment to the Receivables Sales Agreement dated as of October 7, 2002 was filed with the Commission on March 18, 2003 as Exhibit 10.12(b) to our annual report on Form 10-K and is herein incorporated by reference. The Third Amendment to the Receivables Sales Agreement dated as of December 20, 2002 was filed with the Commission on March 18, 2003 as Exhibit 10.12(c) to our annual report on Form 10-K and is herein incorporated by reference. The Fourth Amendment to the Receivables Sales Agreement dated as of January 31, 2003 was filed with the Commission on March 18, 2003 as Exhibit 10.12(d) to our annual report on Form 10-K and is herein incorporated by reference. The Fifth Amendment to the Receivables Sales Agreement dated as of March 26, 2003 was filed with the Commission on May 8, 2003 as Exhibit 10.4 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. The Sixth Amendment to the Receivables Sales Agreement dated as of September 23, 2003 was filed with the Commission on November 12, 2003 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. The Seventh Amendment to the Receivables Sales Agreement dated as of December 26, 2003 was filed with the Commission on March 12, 2004 as Exhibit 10.12 (a) to our annual report on Form 10-K and is herein incorporated by reference. The Eighth Amendment to the Receivables Sales Agreement dated as of January 30, 2004 was filed with the Commission on March 12, 2004 as Exhibit 10.12 (b) to our annual report on Form 10-K and is herein incorporated by reference. The Ninth Amendment to the Receivables Sales Agreement dated as of January 28, 2005 is attached hereto as Exhibit 10.12.
10.13	Purchase and Sale Agreement dated as of December 21, 2001 among PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer Life Sciences, Inc., Receptor Biology, Inc., PerkinElmer Instruments LLC, PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc. and PerkinElmer Canada, Inc., as Originators, and PerkinElmer Receivables Company, as Buyer (the “Purchase and Sale Agreement”), was filed with the Commission on March 28, 2002 as Exhibit 10.13 to our annual report on Form 10-K and is herein incorporated by reference. The First Amendment to the Purchase and Sale Agreement dated as of March 26, 2003 was filed with the Commission on May 8, 2003 as Exhibit 10.5 to our registration statement on Form S-4, File No. 333-104351, and is herein incorporated by reference. The Second Amendment to the Purchase and Sale Agreement dated as of September 23, 2003 was filed with the Commission on November 12, 2003 as Exhibit 10.2 to our quarterly report on Form 10-Q and is herein incorporated by reference.
10.14	PerkinElmer, Inc.’s Life Sciences Incentive Plan was filed with the Commission as Exhibit 10.14 to our annual report on Form 10-K on March 18, 2003 and is herein incorporated by reference.
10.15	PerkinElmer, Inc.’s 1999 Vivid Technologies Equity Incentive Plan was filed with the Commission on March 18, 2003 as Exhibit 10.15 to our annual report on Form 10-K for the fiscal year ended December 29, 2002 and is herein incorporated by reference.
10.16	Form of Stock Restriction Agreement dated January 16, 2002 between PerkinElmer, Inc. and each of Gregory L. Summe, for 50,000 shares of common stock, Terrance L. Carlson, for 20,000 shares of common stock, Robert F. Friel, for 30,000 shares of common stock, and Richard F. Walsh, for 20,000 shares of common stock, was filed with the Commission on May 15, 2002 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. Each of the Stock Restriction Agreements was amended by an amendment dated October 24, 2002, a form of which was filed with the Commission on March 18, 2003 as Exhibit 10.16 to our annual report on Form 10-K and is herein incorporated by reference. These Stock Restriction Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than for cause.

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10.17	Form of Stock Restriction Agreement dated January 2, 2002 between PerkinElmer, Inc. and each of Gregory L. Summe, for 100,000 shares of common stock, Terrance L. Carlson, for 20,000 shares of common stock, Robert F. Friel, for 20,000 shares of common stock, and Richard F. Walsh, for 20,000 shares of common stock, was filed with the Commission on March 18, 2003 as Exhibit 10.17 to our annual report on Form 10-K and is herein incorporated by reference. These Stock Restriction Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than for cause.
10.18	Stock Restriction Agreement dated July 15, 2002 between PerkinElmer, Inc. and Peter B. Coggins for 20,000 shares of common stock was filed with the Commission on March 18, 2003 as Exhibit 10.18(a) to our annual report on Form 10-K and is herein incorporated by reference. Stock Restriction Agreement dated July 15, 2002 between PerkinElmer, Inc. and Mr. Coggins for 10,000 shares of common stock was filed with the Commission on March 18, 2003 as Exhibit 10.18(b) to our annual report on Form 10-K for and is herein incorporated by reference.
10.19	Form of Amended and Restated Restricted Stock Agreement dated January 27, 2004 between PerkinElmer, Inc. and each of Gregory L. Summe for 70,000 shares of commons stock, Robert F. Friel for 30,000 shares of common stock, Peter B. Coggins for 30,000 shares of common stock and Richard F. Walsh for 16,000 shares of common stock, was filed with the Commission on August 6, 2004 as Exhibit 10.1 to our quarterly report on Form 10-Q and is herein incorporated by reference. These Amended and Restated Restricted Stock Agreements are identical in all material respects except that the shares awarded to Mr. Summe vest if his employment is terminated for any reason other than cause.
10.20	Amendment to Equity Awards
	(1) Amendment to Equity Awards between PerkinElmer, Inc. and Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.3(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2) Amendment to Equity Awards between PerkinElmer, Inc. and Robert F. Friel, dated as of June 23, 2004, was filed with the Commission on August 6, 2004 as Exhibit 10.3(b) to our quarterly report on Form 10-Q and is herein incorporated by reference, and is representative of the amendments to equity awards entered into between PerkinElmer, Inc. and each of the following executive officers; Jeffrey D. Capello dated as of June 11, 2004, Peter B. Coggins dated as of June 14, 2004, John P. Murphy dated as of June 10, 2004 and Richard F. Walsh dated as of June 1, 2004.
	(3) The Amendment to Equity Awards between PerkinElmer, Inc. and Robert A. Barrett dated as of June 10, 2004 is identical in all material respects to the Amendment listed herein at (2), except for the deletion of paragraph (iii) in Mr. Barrett’s amendment.
10.21	Amendment to Vested Option Awards
	(1) Amendment to Vested Option Awards from PerkinElmer, Inc. to Gregory L. Summe dated July 27, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.4(a) to our quarterly report on Form 10-Q and is herein incorporated by reference.
	(2) Amendment to Vested Option Awards from PerkinElmer, Inc. to Robert F. Friel dated June 23, 2004 was filed with the Commission on August 6, 2004 as Exhibit 10.4(b) to our quarterly report on Form 10-Q and is herein incorporated by reference and is representative of the Amendments to Vested Option Awards from PerkinElmer, Inc. to each of the following executive officers: Robert A. Barrett dated as of June 10, 2004, Jeffrey D. Capello dated as of June 11, 2004, Peter B. Coggins dated as of June 14, 2004, John P. Murphy dated as of June 10, 2004 and Richard F. Walsh dated as of June 1, 2004.

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12.1	Statement regarding computation of ratio of earnings to fixed charges is attached hereto as Exhibit 12.1.
21	Subsidiaries of PerkinElmer, Inc. is attached hereto as Exhibit 21.
23	Consent of Independent Public Accountants is attached hereto as Exhibit 23.
31.1	Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) is attached hereto as Exhibit 31.1.
31.2	Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) is attached hereto as Exhibit 31.2.
32.1	Certifications 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 32.1.

106

EX-3.2

Exhibit 3.2

PERKINELMER, INC. BY-LAWS

As of April 27, 1999

ARTICLE I.

Stockholders.

1. Place of Meetings. All meetings of stockholders shall be held within Massachusetts unless the Articles of Organization permit the holding of stockholder meetings outside Massachusetts, in which event such meetings may be held either within or without Massachusetts. Meetings of stockholders shall be held at the principal office of the corporation unless a different place is fixed by the Directors or the Chairman of the Board and stated in the notice of the meeting. (Amended by Directors 4/20/78 and 3/23/83)

2. Annual Meetings. The annual meeting of stockholders shall be held on the fourth Tuesday of April in each year (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at 10:30 o’clock A.M., unless a different hour is fixed by the Directors or the Chairman of the Board and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Directors or the Chairman of the Board. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof and any action taken at such meeting shall have the same effect as if taken at the annual meeting. (Amended by Directors, 4/20/78; Amended by Stockholders, 4/21/83)

3. Special Meetings. Special meetings of stockholders may be called by the President or by the Directors. In addition, upon written application of one or more stockholders who are entitled to vote and who hold at least the Required Percentage (as defined below) of the capital stock entitled to vote at the meeting (the “Voting Stock”), special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer. For purposes of this Section 3, the “Required Percentage” shall be 40% or such lesser percentage as shall constitute the maximum percentage permitted by law for this purpose. Any request for a call of special meeting of stockholders (a “Call”) by the holders of the Required Percentage of the Voting Stock shall be governed by and subject to the following:

(a) Any stockholder of record seeking to solicit requests for a Call pursuant to this Section 3 shall so notify the corporation in writing to the Clerk of the corporation, and such written notification shall set forth the reason or reasons for the Call and the purpose or purposes of such special meeting.

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(b) No solicitation of stockholder requests for a Call (a “Call Solicitation”) may be commenced (I) before the Call Request Record Date, as defined in paragraph (c) of this Section 3, or (ii) during the period of 90 days following the most recent meeting of the stockholders of the corporation.

(c) In order that the corporation may determine the stockholders entitled to request a Call, the Board of Directors of the corporation shall fix a record date (the “Call Request Record Date”). Any stockholder of record seeking to solicit stockholder requests for a Call shall, with delivery to the corporation of the written information specified in paragraph (a), request in writing that the Board of Directors fix the Call Request Record Date. The Board of Directors shall, within 10 days after the date on which such request is received, adopt a resolution fixing the Call Request Record Date, and such Call Request Record Date shall be not more than 10 days after the date upon which such resolution is adopted by the Board of Directors.

(d) All requests for a Call and revocations thereof shall be delivered to the corporation no later than the 30th day (the “Delivery Date”) after the Call Request Record Date.

(e) Any stockholder may revoke a prior request for a Call or opposition to a Call by an instrument in writing delivered prior to the Delivery Date.

(f) Promptly after the Delivery Date, requests for a Call and revocations thereof shall be counted and verified by an independent party selected by the corporation.

(g) If, in response to any Call Solicitation, the holders of record of the Required Percentage of the Voting Stock as of the Call Request Record Date submit valid and unrevoked requests for a Call no later than the Delivery Date, the Board of Directors of the corporation shall fix a record date and a meeting date for the special meeting, provided that the date to be fixed for such meeting shall be no earlier than 60 days or later than 90 days after the Delivery Date, and provided further that the Board of Directors shall not be obligated to fix a meeting date or to hold any meeting of stockholders within 60 days of the next scheduled meeting of the stockholders of the corporation.

(h) In the absence of a quorum at any special meeting called pursuant to a Call Solicitation, such special meeting may be postponed or adjourned from time to time only by the officer of the corporation entitled to preside at such meeting.

(i) If a Call Solicitation does not receive the support of the holders of record of the Required Percentage of the Voting Stock, no subsequent Call may be

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made or solicited by any stockholder during a period of 90 days after the Delivery Date. (Amended by Directors, 4/20/78, 3/23/83, 4/24/90 and 4/23/91)

4. Notice of Meetings. A written notice of every meeting of stock- holders, stating the place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Clerk or other person calling the meeting at least seven days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, by law, by the Articles of Organization or by these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to him at his address as it appears upon the books of the corporation. Whenever any notice is required to be given to a stockholder by law, by the Articles of Organization or by these By-Laws, no such notice need be given if a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, is filed with the records of the meeting.

5. Quorum. Unless the Articles of Organization otherwise provide, a majority in interest of all stock issued, outstanding and entitled to vote on any matter shall constitute a quorum with respect to that matter, except that if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class a quorum shall consist of a majority in interest of the stock of that class issued, outstanding and entitled to vote.

6. Adjournments. Except as provided in Section 3 of this Article I, any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the stockholders present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as clerk of such meeting, if no stockholder is present. It shall not be necessary to notify any stockholder of any adjournment. Any business which could have been transacted at any meeting of the stockholders as originally called may be transacted at any adjournment thereof. (Amended by Directors, 4/24/90)

7. Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held by him of record according to the records of the corporation and a proportionate vote for a fractional share so held by him, unless otherwise provided by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the clerk of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at any adjournment of such meeting, but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in

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the name of two or more persons shall be valid if executed by one of them, unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purported to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.

8. Action at Meeting. When a quorum is present, the vote of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the vote of a majority of the stock of that class present or represented and voting on a matter), except where a larger vote is required by law, the Articles of Organization or these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The Corporation shall not directly or indirectly vote any share of its stock. Nothing in this Section shall be construed as limiting the right of this Corporation to vote shares of stock held directly or indirectly by it in a fiduciary capacity. In the event that a vote of stockholders of this Corporation is required to approve an agreement to consolidate this Corporation with another corporation to form a new corporation, or to merge this Corporation into another corporation, or to merge or consolidate another corporation into this Corporation, the vote of two-thirds of each class of stock of this Corporation outstanding and entitled to vote on the question, voting separately, shall be necessary for the approval of such agreement. (Amended by Directors, 5/24/89)

9. Action without Meeting. Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.

ARTICLE II.

Directors.

1. Powers. The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Organization or by these By-Laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2. Number and Election. The number of Directors which shall constitute the whole Board of Directors shall be such number, not less than three nor more than

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thirteen, as shall be fixed by vote of the stockholders or the Board of Directors. During the time periods specified in this Section 2, the Board of Directors shall be divided into three classes in respect of term of office, each class to contain, as nearly as possible, one-third of the whole number of the Board. Of the Board of Directors elected at the Annual Meeting of Stockholders in 1975, the members of one class shall serve until the Annual Meeting of Stockholders held two years following their election, and the members of the third class shall serve until the Annual Meeting of Stockholders held three years following their election; provided, however, that in each case Directors shall serve until their successors shall be elected and qualified. At each Annual Meeting of Stockholders, commencing with the Annual Meeting in 1976 through and including the Annual Meeting in 1995, the successors of the Directors of the class whose terms expire in that year shall be elected to serve until the Annual Meeting of Stockholders held three years next following (and until their successors shall be duly elected and qualified), so that the term of one class of Directors shall expire in each year. At each Annual Meeting of Stockholders, commencing with the Annual Meeting in 1996, the successors of the Directors whose terms expire in that year shall be elected to serve until the Annual Meeting of Stockholders held in the following year (and until their successors shall be duly elected and qualified), so that, upon the expiration in 1998 of the terms of the Directors elected at the Annual Meeting in 1995, all Directors shall be elected to hold office for a one-year term (and until their successors shall be duly elected and qualified). (Amended by Directors, 5/16/74 and 1/25/95)

3. Vacancies. A vacancy in the Board of Directors, however occurring, unless and until filled by the stockholders, may be filled by the Directors. (Amended by Directors, 5/16/74 and 1/25/95)

4. Change in Number of the Board. The number of the Board of Directors may be increased or decreased and one or more additional Directors elected at any special meeting of the stockholders or by a vote of a majority of the Directors then in office. For so long as the Directors are divided into classes in accordance with the terms of Section 2 of this Article II, Directors who are elected to fill vacancies, whether or not created by an enlargement of the Board, shall be apportioned among the classes so as to make all classes as nearly equal in number as possible. Directors who are elected to fill vacancies, whether or not created by an enlargement of the Board, shall serve until the expiration of the term of his or her predecessor and until his or her successor is duly elected and qualified. No decrease in the number of the Board of Directors shall shorten the term of any incumbent Directors. (Amended by Directors, 5/16/74 and 1/25/95)

5. Resignation and Retirement. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the Chairman of the

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Board, the President, Clerk or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event. Except in special circumstances specifically approved by the Board, a Director shall be deemed to have retired at the Annual Meeting of Stockholders following the date the Director shall have attained the age of seventy. (Amended by Directors, 5/16/74, 4/20/78 and 12/17/97)

6. Removal. A Director may be removed from office (a) with or without cause by a vote of two-thirds of the stock outstanding and entitled to vote in the election of Directors, provided that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of two-thirds of the shares of such class which are outstanding and entitled to vote or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. (Amended by Stockholders, 4/16/74)

7. Meetings. Regular meetings of the Directors may be held without call or notice at such places, within or without Massachusetts, and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Directors may be held without a call or notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders.

Special meetings of the Directors may be held at any time and place, within or without Massachusetts, designated in a call by the Chairman of the Board, the President, Treasurer or two or more Directors. (Amended by Directors, 4/20/78 and 3/23/83)

8. Notice of Special Meetings. Notice of all special meetings of the Directors shall be given to each Director by the Secretary, or if there be no Secretary, by the Clerk, or Assistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least forty-eight hours in advance of the meeting, or by written notice mailed to his business or home address at least seventy-two hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a Directors’ meeting need not specify the purposes of the meeting.

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9. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice.

10. Action at Meeting. At any meeting of the Directors at which a quorum is present, the vote of a majority of those present, unless a different vote is specified by law, by the Articles of Organization or by these By-Laws, shall be sufficient to take any action.

11. Action by Consent. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors’ meetings. Such consent shall be treated as a vote of the Directors for all purposes.

12. Committees. The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive committee or other committees and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors.

ARTICLE III.

Officers.

1. Enumeration. The officers of the corporation shall consist of a Chairman of the Board, President, one or more Vice Presidents, a Treasurer, a Clerk and such other officers as the Directors may determine. Such other officers may include, without limiting the foregoing, a Controller and a Secretary or one or more Assistant Vice Presidents, Assistant Controllers, Assistant Treasurers, Assistant Clerks and Assistant Secretaries. (Amended by Directors, 3/25/81 and 3/23/83)

2. Election. The Chairman of the Board, President, Treasurer and Clerk shall be elected annually by the Directors at their first meeting following the annual meeting of stockholders. Other officers may be appointed by the Directors at such meeting or at any other meeting. The Chief Executive Officer shall also have the power to appoint Assistant Vice Presidents, Assistant Treasurers, Assistant Controllers, Assistant Clerks and Assistant Secretaries. (Amended by Directors, 3/25/81 and 3/23/83)

3. Qualification. The Chairman of the Board and the President shall be Directors. No officer need be a stockholder. Any two or more officers may be held by

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the same person, provided that the Chairman of the Board and Clerk shall not be the same person, nor shall the President and Clerk be the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine. (Amended by Directors, 4/20/78 and 3/23/83)

4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the Chairman of the Board, President, Treasurer and Clerk shall hold office until the first meeting of the Directors following the annual meeting of stockholders and thereafter until his successor is chose and qualified; and all other officers appointed by the Directors or by the Chief Executive Officer shall hold office until the first meeting of the Directors following the annual meeting of stockholders, unless a different term is specified in choosing or appointing them. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the Chairman of the Board, President, Clerk or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. (Amended by Directors, 3/25/81 and 3/23/83)

5. Removal. The Directors may remove any officer with or without cause by a vote or a majority of the entire number of Directors then in office, provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.

6. Chairman of the Board. The Directors shall appoint a Chairman of the Board. When present he shall preside at all meetings of the Directors and stockholders and shall have such other powers and duties as are usually vested in the office of Chairman of the Board as well as such other powers and duties as may be vested in him by the Board of Directors. (Amended by Directors, 4/20/78 and 3/23/83)

7. President. The President shall have general supervision and control of all or a substantial portion of the operations of the business, as well as such other power and duties as may be vested in the President by the Board of Directors, or the Chief Executive Officer if other than the President. In the absence of the Chairman of the Board, the President shall preside, when present, at all meetings of the Directors and stockholders. In the absence or disability of the Chief Executive Officer, if other than the President, the President shall perform the duties and exercise the powers of the Chief Executive Officer. (Amended by Directors, 4/20/78, 3/23/83 and 4/25/89)

8. Chief Executive Officer. The Board of Directors, shall appoint, as the Chief Executive Officer of the Company, the President, the Chairman of the Board, or any

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other officer of the corporation as the Board of Directors may deem appropriate. The Chief Executive Officer shall have the ultimate supervision and control of the operations of the business. (Amended by Directors, 3/23/83)

9. Vice President and Assistant Vice President. Unless otherwise specified by the Board of Directors, the Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and shall have such other powers as the Directors or the Chief Executive Officer may from time to time prescribe. (Amended by Directors, 3/25/81, 3/23/83 and 11/28/84)

An Assistant Vice President shall have such duties and powers as the Directors, the Chief Executive Officer may from time to time prescribe. (Amended by Directors, 3/25/81 and 3/23/83)

10. Financial Officers. In addition to the election of a Treasurer, the Directors may appoint one or more additional financial officers. The Directors may designate one of the officers as the chief financial officer who, subject to the direction of the Directors and the Chief Executive Officer, shall have overall supervision and control of the internal and external financial affairs of the corporation including financial reporting, and the management of the assets of the corporation as well as such other powers and duties as may be vested in him by the Directors or the Chief Executive Officer. He shall have responsibility, custody and control of all funds, securities and valuable documents of the corporation except as the Directors may otherwise provide. (Amended by Directors, 3/23/83)

The Treasurer shall, subject to the direction of the Directors, the Chief Executive Officer and the chief financial officer, if there be one, have general charge of managing the assets of the corporation. He shall perform such other duties as may be vested in him by the Directors, the Chief Executive Officer, or the chief financial officer. In the event the Directors have not designated a chief financial officer, or, if one is designated, in his absence or disability, the Treasurer shall have custody of all funds, securities and valuable documents of the corporation except as the Directors may otherwise provide. (Amended by Directors, 3/23/83)

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Directors, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe. (Amended by Directors, 3/25/81)

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The Assistant Controller, or if there shall be more than one, the Assistant Controllers in the order determined by the Directors, shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe. (Amended by Directors, 3/25/81)

11. Clerk and Assistant Clerks. The Clerk shall keep a record of the meetings of stockholders. Unless a Transfer Agent is appointed, the clerk shall keep or cause to be kept in Massachusetts, at the principal office of the corporation or at his office, the stock and transfer records of the corporation, in which are contained the names of all stockholders and the record address, and the amount of stock held by each.

If there is no Secretary or Assistant Secretary, the Clerk shall keep the record of the meetings of the Directors.

The Assistant Clerk, or if there shall be more than one, the Assistant Clerks in the order determined by the Directors, shall, in the absence or disability of the Clerk, perform the duties and exercise the powers of the Clerk and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe.

12. Secretary and Assistant Secretaries. If a Secretary is appointed, he shall attend all meetings of the Directors and shall keep a record of the meetings of the Directors. He shall, when required, notify the Directors of their meetings, and shall have such other powers and shall perform such other duties as the Directors may from time to time prescribe.

The Assistant Secretary, or if there shall be more than one, the Assistant Secretaries in the order determined by the Directors, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe.

13. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws, such duties and powers as are customarily incident to his office, and such duties and powers as the Directors may from time to time designate.

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ARTICLE IV.

Capital Stock.

1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such form as may be prescribed from time to time by the Directors. The certificate shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or any Assistant Treasurer, but when a certificate is countersigned by a transfer agent or a registrar, other than a Director, officer of employee of the corporation, such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. (Amended by Directors, 4/20/78 and 1/22/92)

Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Organization, the By-Laws or any agreement to which the corporation is a party, shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restrictions and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued or a statement of the existence of such preferences, powers, qualifications and rights and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

2. Transfers. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Articles of Organization or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws.

It shall be the duty of each stockholder to notify the corporation of his post office address and of his taxpayer identification number.

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3. Record Date. The Directors may fix in advance a time not more than sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the Directors may for any of such purposes close the transfer books for all or any part of such period.

4. Replacement of Certificates. In case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Directors may prescribe, including the presentation of reasonable evidence of such loss, destruction or mutilation and the giving of such indemnity as the Directors may require for the protection of the corporation or any transfer agent or registrar.

5. Issue of Capital Stock. Unless otherwise voted by the stockholders, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of the capital stock of the corporation held in its treasury may be issued or disposed of by vote of the Directors, in such manner, for such consideration and on such terms as the Directors may determine.

ARTICLE V

Miscellaneous Provisions.

1. Fiscal Year. The fiscal year of the corporation shall end on the 31st day of December in each year in which such date falls on Sunday, or the Sunday next preceding or following the 31st day of December in each year, which ever Sunday is nearest to such 31st day of December.

2. Seal. The seal of the corporation shall, subject to alteration by the Directors, bear its name, the word “Massachusetts”, and the year of its incorporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the Chairman of the Board and Chief Executive Officer or the Treasurer except as the Directors may generally or in particular cases otherwise determine. (Amended by Directors, 4/20/78)

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4. Voting of Securities. Except as the Directors may otherwise designate, the Chairman of the Board, the President the chief financial officer, Treasurer or clerk may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for, this corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation. (Amended by Directors, 4/20/78)

5. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

6. Evidence of Authority. A certificate by the Clerk or Secretary, or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary Secretary, as to any action taken by the stockholders, Directors, Executive Committee or any officer or representative of the corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action.

7. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the corporation, as amended and in effect from time to time.

8. Transactions with Interested Parties. In the absence of fraud, no contract or other transaction between this corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any Director or officer of this corporation is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or persons, firm, association, partnership or corporation pecuniarily or otherwise interested therein; provided that the fact that he individually or as a director, member or officer of such corporation, firm, association or partnership is such a party or is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority of the Board of Directors at which action upon any such contract or transaction shall be taken; any Director may be counted in determining the existence of a quorum and may vote at any meeting of the Board of Directors of this corporation for the purpose of authorizing

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any such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Directors then in office who have no interest in such contract or transaction.

INDEMNIFICATION

9.(a) Actions, Suits and Proceedings. The corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the corporation, or is or was serving, or has agreed to serve, at the request of the corporation, as a director or officer of, or in a similar capacity with, another organization or in any capacity with respect to any employee benefit plan of the corporation (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments and fines incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, unless the Indemnitee shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the corporation. Notwithstanding anything to the contrary in this Article, the corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the corporation makes any indemnification payments to an Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the corporation to the extent of such insurance reimbursement.

(b) Settlements. The right to indemnification conferred in this Article shall include the right to be paid by the corporation for amounts paid in settlement of any such action, suit or proceeding and any appeal therefrom, and all expenses (including attorneys’ fees) incurred in connection with such settlement, pursuant to a consent decree or otherwise, unless and to the extent it is determined pursuant to Section 5 below that the Indemnitee did not act in good faith in the reasonable belief that his action was in the best interests of the corporation or, to the extent such matter relates

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to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

(c) Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the corporation is so notified, the corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the corporation to the Indemnitee of its election so to assume such defense, the corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 3. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the corporation and the Indemnitee in the conduct of the defense of such action or (iii) the corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the corporation, except as otherwise expressly provided by this Article. The corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

(d) Advance of Expenses. Subject to the provisions of Section 5 below, in the event that the corporation does not assume the defense pursuant to Section 3 of this Article of any action, suit, proceeding or investigation of which the corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

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(e) Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2 or 4 of this Article, the Indemnitee shall submit to the corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the corporation of the written request of the Indemnitee, unless the corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the corporation, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the corporation), or (d) a court of competent jurisdiction.

(f) Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 5. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the corporation pursuant to Section 5 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the corporation.

(g) Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of Chapter 156B of the Massachusetts General Laws or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

(h) Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an

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Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the corporation or other persons serving the corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

(i) Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

(j) Insurance. The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another organization or employee benefit plan against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Chapter 156B of the Massachusetts General Laws.

(k) Merger or Consolidation. If the corporation is merged into or consolidated with another corporation and the corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

(l) Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the corporation, to the fullest extent permitted by any applicable

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portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

(m) Subsequent Legislation. If the Massachusetts General Laws are amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the corporation shall indemnify such persons to the fullest extent permitted by the Massachusetts General Laws, as so amended. (Amended by Directors 4/27/99)

10. Amendments. The stockholders may by a vote of two-thirds of the stock of the corporation, outstanding and entitled to vote, make, amend or repeal the By-Laws of the corporation in whole or in part at any meeting of the stockholders provided that notice of the substance of the proposed action is stated in the notice of meeting. The Directors may make, amend or repeal the By-Laws of the corporation in whole or in part at any meeting of the Directors by vote of a majority of the Directors then in office, except that the provisions thereof fixing the place of the meetings of stockholders, fixing the date of the annual meeting of stockholders, designating the number necessary to constitute a quorum at meetings of the stockholders, governing procedure with respect to the removal of Directors, affording indemnification to Directors or officers and governing amendment of these By-Laws, may be made, amended, or repealed only by the stockholders. No change in the date of the annual meeting may be made within sixty days before the date fixed in these By-Laws, and in case of any change of such date, notice thereof shall be given to each stockholder in person or by letter mailed to his last known post office address at least twenty days before the new date fixed for such meeting.

11. 1987 Massachusetts Control Share Acquisition Act. The 1987 Massachusetts Control Share Acquisition Act, Chapter 110D of the Massachusetts General Laws, as it may be amended from time to time, shall not apply to the corporation. (Amended by Directors, 9/23/87 and 1/25/95)

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EX-10.2

Exhibit 10.2

PerkinElmer, Inc.

1999 INCENTIVE PLAN

1. Purpose

The purpose of this 1999 Incentive Plan (the “Plan”) of PerkinElmer, Inc., a Massachusetts corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, a joint venture or limited liability company) in which the Company has a significant interest, as determined by the Board of Directors of the Company (the “Board”).

2. Eligibility

All of the Company’s employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for employment) are eligible to be granted options, restricted stock awards, performance units, other stock-based awards or cash performance awards (each, an “Award”) under the Plan. Each person who has been granted an Award under the Plan shall be deemed a “Participant”.

3. Administration, Delegation

(a) (a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

(b) Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to make Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix (i) the maximum number of shares subject to Awards and (ii) the maximum number of shares for any one Participant to be made by such executive officers.

(c) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). The Board shall appoint one such Committee of not less than two members, each member of which shall be an “outside director” within the meaning of Section 162(m) of the Code and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the executive officer referred to in Section 3(b) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or executive officer.

4. Stock Available for Awards

(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 3,500,000 shares of common stock, $1.00 par value, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(b) Per-Participant Limit. Subject to adjustment under Section 9, the maximum number of shares of Common Stock with respect to which an Award may be granted to any Participant under the Plan shall be 500,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code.

(c) Other Limits. Subject to adjustment under Section 8, the maximum number of shares of Common Stock that may be issued under the Plan pursuant to all Awards that are not Options, including without limitation Restricted Stock Awards, shall be 400,000. The principles of the second sentence of Section 4(a) shall apply to this Section 4(c).

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5. Stock Options

(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.

(b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock Option.

(c) Exercise Price. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement; provided, however, that the exercise price shall not be less than 100% of the fair market value of the Common Stock, as determined by the Board, at the time the Option is granted, or par value, if greater.

(d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years.

(e) Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised.

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

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(3) when the Common Stock is registered under the Securities Exchange Act of 1934, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months prior to such delivery;

(4) to the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

6. Restricted Stock

(a) Grants. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”).

(b) Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

7. Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities or other awards convertible into Common Stock and the grant of stock appreciation rights.

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8. Performance Awards.

(a) Administration. This Section 8 shall be administered by a Committee appointed by the Board. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee.

(b) Grants. The Committee may grant Performance Awards entitling recipients to receive cash payments based on Company performance over a specified period. The Committee may grant any number of Performance Awards to any particular participant and a Performance Award may have a performance period that overlaps the performance period of another Performance Award.

(c) Terms and Conditions. Each Performance Award shall establish the performance period, not shorter than one year, over which the performance goals of the Company must be achieved; the performance goals which must be achieved; and the amount of the award which will be earned or forfeited based on the extent to which the performance goals are achieved for the performance period. The Committee may establish objective formulas for determining the size of the Performance Award based on the level of achievement of the performance goals over the performance period.

(d) Performance Goals. The performance goals which the Committee may establish with respect to any Performance Award may include any one or more of (a) earnings per share, (b) return on average equity or average assets with respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e) revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales, assets, equity or investment, (j) regulatory compliance, (k) improvement of financial ratings, (l) achievement of balance sheet or income statement objectives, (m) economic value added^®, (n) total shareholder return, (o) net operating profit after tax, (p) pre-tax or after-tax income, or (q) cash flow, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance goals may be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, and (v) charges for restructuring and rationalization programs. Such performance goals may be particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period (not shorter than one year) as may be specified by the Board.

(e) Limits. The maximum payment which may be made pursuant to Performance Awards granted to any Participant shall not exceed $ 2,000,000 in any calendar year.

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(f) Payment. At the end of the performance period with respect to which a Performance Award is granted, the Committee shall determine the amount, if any to be paid to the Participant based on the level of the performance goals established by the Committee for purposes of the Performance Award and shall authorize the Company to pay the Participant the amount so determined. The Committee may at any time, in its sole discretion, cancel a Performance Award or reduce or eliminate the amount payable with respect to a Performance Award without the consent of the Participant.

9. Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant limit set forth in Section 4(b) and the limits set forth in Section 4(c), (iv) the number and class of securities and exercise price per share subject to each outstanding Option, (v) the repurchase price per share subject to each outstanding Restricted Stock Award, and (vi) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 9(a) applies and Section 9(c) also applies to any event, Section 9(c) shall be applicable to such event, and this Section 9(a) shall not be applicable.

(b) Liquidation or Dissolution. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award.

(c) Acquisition Events

(1) Definition. An “Acquisition Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which the Common Stock is converted into or exchanged for the right to receive cash, securities or other property or (b) any exchange of shares of the Company for cash, securities or other property pursuant to a statutory share exchange transaction.

(2) Consequences of an Acquisition Event on Options. Upon the occurrence of an Acquisition Event, or the execution by the Company of any agreement

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with respect to an Acquisition Event, the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Acquisition Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Acquisition Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Acquisition Event.

Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to the foregoing assumption of, or substitution for, such Options, then the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by the Participants before the consummation of such Acquisition Event; provided, however, that in the event of an Acquisition Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the “Acquisition Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Acquisition Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options.

(3) Consequences of an Acquisition Event on Restricted Stock Awards. Upon the occurrence of an Acquisition Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award.

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(4) Consequences of an Acquisition Event on Other Awards. The Board shall specify the effect of an Acquisition Event on any other Award granted under the Plan at the time of the grant of such Award.

10. General Provisions Applicable to Awards

(a) Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b) Documentation. Each Award shall be evidenced by a written instrument in such form as the Board shall determine; such written instrument may be in the form of an agreement signed by the Company and the Participant or a written or electronic confirming memorandum from the Company to the Participant. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.

(e) Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

(f) Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including, but not limited to, substituting therefor another Award

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of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the participant.

(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h) Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

(i) Deferral. An optionee who is entitled, by authority of the Board of Directors, to defer his or her compensation pursuant to any deferred compensation plan maintained by the Company may elect, in accordance with rules established by the Board, to defer receipt of any shares of Common Stock issuable upon the exercise of an option, provided that such election is irrevocable and made at least that number of days prior to the exercise of the option which shall be determined by the Board. The optionee’s account under such deferred compensation plan shall be credited with a number of stock units equal to the number of shares so deferred.

11. Miscellaneous

(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with

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respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board, but no Award granted to a Participant intended to comply with Section 162(m) of the Code shall become exercisable, vested or realizable, as applicable to such Award, unless and until the Plan has been approved by the Company’s stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote required under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that to the extent required by Section 162(m) of the Code, no Award granted to a Participant intended to comply with Section 162(m) of the code after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award unless and until such amendment shall have been approved by the Company’s stockholders as required by Section 162(m) (including the vote required under Section 162(m)).

(e) Provisions for Foreign Employees. The Board may, without amending the Plan, modify options granted to employees who are foreign naturals or who are employed outside the United States to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefits or other matters.

(f) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to any applicable conflicts of law.

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EX-10.3

Exhibit 10.3

AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of October 20, 2004 (this “Amendment”), to the Credit Agreement dated as of December 26, 2002 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) by and among PERKINELMER, INC., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (collectively, the “Lenders”), certain agents and arrangers, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as Issuing Lender and Alternative Rate Lender. Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement.

W I T N E S E T H:

WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement; and

WHEREAS, the Lenders have indicated their willingness to agree to so amend the Credit Agreement, but only on and subject to the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1. Amendment to the Credit Agreement. The Credit Agreement is hereby amended, effective as of the Effective Date (as defined in Section 2 below), as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by:

(i) (A) amending the definition of “Excess Cash Flow” by adding a new subsection (b)(viii) thereto to read as set forth below and (B) deleting the word “and” appearing at the end of clause (vi) thereof:

“and (viii) an amount equal to the aggregate amount of all cash expended by the Borrower and its Subsidiaries for the purchase or repurchase of Senior Subordinated Notes in accordance with Section 7.8(k).”;

(ii) (A) amending the definition of “Net Cash Proceeds” by adding a new subsection (c) thereto to read as set forth below and (B) deleting the word “and” appearing at the end of subsection (b) thereof:

“and (c) in connection with the repatriation of foreign earnings as permitted by Section 7.2(n), the cash proceeds received by the Borrower or any of its Domestic Subsidiaries from such repatriation, net of all taxes related thereto or arising therefrom.”; and

(iii) adding the following new definition, in its appropriate alphabetic order:

“Fourth Amendment Effective Date”: October 20, 2004.

(b) Section 2.11 of the Credit Agreement is hereby amended by:

(i) amending and restating subsection (c) thereof to read in its entirety as follows:

“(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending January 2, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (i) 50% of such Excess Cash Flow, if the Consolidated Leverage Ratio as of the end of such fiscal year is greater than or equal to 2.50:1.00 for such fiscal year, (ii) 25% of such Excess Cash Flow, if the Consolidated Leverage Ratio as of the end of such fiscal year is less than 2.50:1.00, but greater than or equal to 2.00:1.00 for such fiscal year or (iii) 0% of such Excess Cash Flow, if the Consolidated Leverage Ratio as of the end of such fiscal year is less than 2.00:1.00 for such fiscal year, in each case as set forth in Section 2.11(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than June 30 of the year following the fiscal year with respect to which such prepayment is required to be made.”;

(ii) (A) adding a new subsection (d) therein to read as set forth below, (B) relettering the existing subsection (d) as subsection (e), (C) relettering the existing subsection (e) as subsection (f) and (D) modifying all existing references in the Credit Agreement to Sections 2.11(d) and (e) to Sections 2.11(e) and (f), respectively:

“(d) Unless the Required Prepayment Lenders shall otherwise agree, the Loans shall be prepaid by an amount equal to the Net Cash Proceeds received from the repatriation of foreign earnings as permitted by Section 7.2(n), to be applied (i) first to the prepayment of outstanding Tranche B Term Loans and (ii) if no Tranche B Term Loans are outstanding, then to the prepayment of the Revolving Credit Loans (without any mandatory reduction of Revolving Credit Commitments), with any excess following any such prepayments to be retained by the Borrower.”; and

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(iii) adding the phrase “(other than Section 2.11(d))” immediately following the phrase “Amounts to be applied in connection with the prepayments made pursuant to this Section” and immediately preceding the phrase “shall be applied (i) to the prepayment of Tranche B Term Loans and”, appearing in subsection (f) thereof.

(c) Section 7.2 of the Credit Agreement is hereby amended by:

(i) (A) deleting the amount “$125,000,000” appearing in subsection (m) thereof and substituting the amount “$250,000,000” therefor and (B) deleting the word “and” appearing at the end of the subsection (m) thereof; and

(ii) (A) adding a new subsection (n) thereto to read in its entirety as set forth below and (B) relettering the existing subsection (n) as subsection (o):

“(n) if the repatriation legislation known officially in the United States Senate as the Invest in the U.S.A. Act and in the United States House of Representatives as the Homeland Investment Act, or any other comparable legislation, in each case providing for a low effective tax rate on extraordinary distributions from controlled foreign corporations, shall become law, on and after the date such legislation shall have become law, unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $300,000,000, provided that (x) such Indebtedness is incurred solely for the purposes of financing the repatriation to the Borrower of foreign earnings of such Foreign Subsidiaries, (y) no Default shall have occurred and be continuing or would result therefrom and (z) the Net Cash Proceeds of such Indebtedness shall have been applied in accordance with Section 2.11(d); and”

(d) Section 7.4(d) of the Credit Agreement is amended by adding the phrase “or any portion thereof immediately following the phrase “(which is a reporting segment of the Borrower on the date hereof),” and immediately preceding the phrase “as permitted by Section 7.5(e)”

(e) Section 7.5 of the Credit Agreement is hereby amended by:

(i) amending and restating subsection (i) thereof to read in its entirety as follows:

“(i) the Disposition of other assets having an aggregate book value of less than 5% of the consolidated total assets (as determined in accordance with GAAP) of the Borrower and its Subsidiaries as of September 26, 2004; provided that (A) at least 75% of the consideration for any such single Disposition (or related series of Dispositions) of assets in excess of $10,000,000 in the aggregate shall be in the form of cash and (B) the Net Cash Proceeds

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thereof shall be applied in accordance with Section 2.11(b), to the extent such Disposition constitutes an Asset Sale; and”; and

(ii) adding the phrase “or any portion thereof” immediately following the phrase “(which is a reporting segment of the Borrower on the date hereof),” and immediately preceding the phrase “for the fair market value”, appearing in subsection (e) thereof.

(f) Section 7.2(g)(iii) is amended by deleting the entire clause that begins “provided that the aggregate amount” appearing at the end of Section 7.2(g)(iii).

(g) Section 7.6 of the Credit Agreement is hereby amended by:

(i) adding the phrase “if the Consolidated Leverage Ratio is equal to or greater than 2.50:1.00 at the time of any proposed Restricted Payment described in this Section 7.6(c),” to the beginning of Section 7.6(c) and deleting the entire clause that begins “provided further that” appearing at the end of Section 7.6(c);

(ii) adding the phrase “if the Consolidated Leverage Ratio is equal to or greater than 2.50:1.00 at the time of any proposed Restricted Payment described in this Section 7.6(d),” to the beginning of Section 7.6(d);

(iii) deleting the word “and” immediately following the “;” appearing at the end of subsection (c) thereof;

(iv) adding the word “and” immediately following the “;” appearing at the end of subsection (d) thereof; and

(v) adding a new subsection (e) thereto, to read in its entirety as follows:

“(e) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or any of its Subsidiaries may make any such Restricted Payment, provided, that the aggregate amount of payments under this paragraph (e) subsequent to the Fourth Amendment Effective Date shall be (i) unlimited if, after taking into account any borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is less than 1.50:1.00, (ii) no greater than $100,000,000 during any fiscal year if, after taking into account any borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is greater than 1.50:1.00 but less than 2.00:1:00, or (iii) no greater than $75,000,000 during any fiscal year if, after taking into account any borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is greater than 2.00:1:00 but less than 2.50:1.00 provided, further, that any Restricted Payment that is valid when made pursuant to this Section 7.6(e) shall not thereafter be deemed to be in violation of this Section 7.6(e) notwithstanding any change in the Consolidated Leverage Ratio occurring after such Restricted Payment”.

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(h) Section 7.8 of the Credit Agreement is hereby amended by:

(i) deleting the amount “$125,000,000” appearing in subsection (i) thereof and substituting the amount “$250,000,000” therefor;

(ii) deleting the word “and” at the end of subsection (j) thereof;

(iii) adding a new subsection (k) thereto, to read in its entirety as follows:

“(k) Investments comprising open market purchases or repurchases of, or tender offers for, all or a portion of the Senior Subordinated Notes, provided that (i) both before and after giving effect to such Investments, the Borrower shall be in compliance with all covenants under this Agreement, including without limitation the financial covenants set forth in Section 7.1 of the Credit Agreement, and no Default shall have occurred and be continuing and (ii) no Revolving Credit Loans shall be outstanding; and”; and

(iv) renumbering the previous subsection (k) thereof as subsection (l).

(i) Section 7.9 of the Credit Agreement is hereby amended by inserting at the end thereof the following words “and the open market purchases or repurchases of, or tender offers for, all or a portion of the Senior Subordinated Notes in accordance with Section 7.8(k)”.

SECTION 2. Conditions of Effectiveness. This Amendment shall become effective (the “Effective Date”) as of the date first above written when, and only when:

(a) the Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (ii) the Consent attached hereto executed by each Guarantor and each Grantor (other than the Borrower) under the Guarantee and Collateral Agreement.

(b) the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified):

(i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder and thereunder; and

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(ii) A certificate signed by a duly authorized officer of the Borrower stating that:

(A) The representations and warranties contained in the Loan Documents and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, except where such representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall be true as of such earlier date; and

(B) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date after giving effect to this Amendment.

(c) All of the accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent in connection with this Amendment and for other work since the date of the last invoice of counsel to the Administrative Agent), shall have been paid in full.

(d) With respect to the amendments set forth in Section 1 of this Amendment, the Borrower shall have paid to the Administrative Agent, for the pro rata benefit of each of the Lenders that executes this Amendment on or prior to the Effective Date, an amendment fee equal to 0.05% of the sum of (x) the outstanding principal balance of the Tranche B Term Loans and (y) the aggregate amount of the Revolving Credit Commitments and the L/C Commitments of such Lenders under the Credit Agreement, in each case without duplication, as of the Effective Date.

SECTION 3. Representations and Warranties of the Borrower. In order to induce the parties hereto to execute and deliver this Amendment, the Borrower hereby restates each of the representations and warranties contained in Sections 4.3, 4.4 and 4.5 of the Credit Agreement, with each reference therein to the Credit Agreement being deemed to be a dual reference both to this Amendment and the Credit Agreement as amended by this Amendment.

SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any

6

Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.5 of the Credit Agreement.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of separate counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the day first above written.

PERKINELMER, INC., as Borrower
By:	/s/    ROBERT F. FRIEL
Name:	Robert F. Friel
Title:	Senior Vice President and Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative Agent and as Lender
By:	/s/    PETER D. GRIFFITH
Name:	Peter D. Griffith
Title:	Managing Director
MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent and as Lender
By:	/s/    MICHAEL E. O’BRIEN
Name:	Michael E. O’Brien
Title:	Vice President
SOCIÉTÉ GÉNÉRALE, as Documentation Agent and as Lender
By:	/s/    ANNE-MARIE DUMORTIER
Name:	Anne-Marie Dumortier
Title:	Vice President

8

ABN AMRO BANK N.V., as Lender
By:	/s/    ALEXANDER M. BLODI
Name:	Alexander M. Blodi
Title:	Managing Director
By:	/s/    ERIC OPPENHEIMER
Name:	Eric Oppenheimer
Title:	Director
CITIBANK, N.A. as Lender
By:	/s/    JAMES B. MAXWELL
Name:	James B. Maxwell
Title:	Attorney-In-Fact
General Electric Capital Corporation, as Lender
By:	/s/    MEI NISHIWAKI
Name:	Mei Nishiwaki
Title:	Duly Authorized Signatory

9

APEX (IDM) CDO I, LTD. BABSON CLO LTD. 2003-I BABSON CLO LTD. 2004-I ELC (CAYMAN) LTD. ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD 1999-II ELC (CAYMAN) LTD 1999-III ELC (CAYMAN) LTD 2000-I SEABOARD CLO 2000 LTD. SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I
By:	Babson Capital Management as Collateral Manager
By:	/s/    WILLIAM A. HAYES
Name:	William A. Hayes
Title:	Managing Director
BILL & MELINDA GATES FOUNDATION MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC as Investment Adviser
By:	/s/    WILLIAM A. HAYES
Name:	William A. Hayes
Title:	Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By:	Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
By:	/s/    WILLIAM A. HAYES
Name:	William A. Hayes
Title:	Managing Director

10

ING-ORYX CLO, Ltd., as a Lender
BY:	ING Capital Advisors, LLC As Collateral Manager
	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director
Nemean CLO, Ltd.
By:	ING Capital Advisors LLC, As Investment Manager
By:	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director
SEQUILS-ING I (HBDGM), LTD.
By:	ING Capital Advisors LLC, As Collateral Manager
By:	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director
ENDURANCE CLO I, LTD
By:	ING Capital Advisors, LLC As Portfolio Manager
By:	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director
BALANCED HIGH YIELD FUND II LTD., as Lender
By:	ING Capital Advisors LLC, as Asset Manager
BY:	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director
ARCHIMEDES FUNDING IV (Cayman), Ltd.
BY:	ING Capital Advisors, LLC as Collateral Manager
By:	/s/    HELEN Y. RHEE
	Helen Y. Rhee, Director

11

Anrum CLO 2002-I Ltd.,
by Columbia Management Advisors, Inc.
as Investment Manager
By:	/s/    COLLEEN CUANIFFE
Name:	Colleen Cuaniffe
Title:	Vice President
Stain Roe & Farnham CLO I LTD.,
by Columbia Management Advisors, Inc.
as Portfolio Manager
By:	/s/    COLLEEN CUANIFFE
Name:	Colleen Cuaniffe
Title:	Vice President

BlackRock Senior Loan Trust
Magnetite Asset Investors L.L.C.
Magnetite Asset Investors III L.L.C.
Magnetite IV CLO, Limited
Magnetite V CLO, Limited
Senior Loan Fund,
as Leaders
By:	/s/    TOM COLWELL
Name:	Tom Colwell
Title:	Auth. Signatory
BRYN MAWR CLO, Ltd.
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/s/    DALE BURROW
Name:	Dale Burrow
Title:	Senior Vice President

By:	Callidus Debt Partners CLO Fund II, Ltd.
	By:	Its Collateral Manager, Callidus Capital Management, LLC
		, as Lender
By:	/s/    MAVIS TAINTOR
Name:	Mavis Taintor
Title:	Senior Managing Director

12

Carlyle High Yield Partners II, Ltd.
	, as Lender
	(Type or print legal name of Lender)
	By:	/s/    LINDA PACE
	Name:	Linda Pace
	Title:	Managing Director
Carlyle High Yield Partners III, Ltd.
	, as Lender (Type or print legal name of Lender)
	By:	/s/    LINDA PACE
	Name:	Linda Pace
	Title:	Managing Director
Carlyle High Yield Partners IV, Ltd.
	, as Lender (Type or print legal name of Lender)
	By:	/s/    LINDA PACE
	Name:	Linda Pace
	Title:	Managing Director
Carlyle High Yield Partners, L.P.
	, as Lender (Type or print legal name of Lender)
	By:	/s/    LINDA PACE
	Name:	Linda Pace
	Title:	Managing Director
Carlyle High Yield Partners VI, Ltd.
	, as Lender (Type or print legal name of Lender)
	By:	/s/    LINDA PACE
	Name:	Linda Pace
	Title:	Managing Director

13

Centurion CDO II, Ltd.
By:	American Express Asset Management Group, Inc. as Collateral Manager
____________________________, as Lender
(Type or print legal name of Lender)
By:	/s/    ROBIN C. STANCIL
Name:	Robin C. Stancil
Title:	Supervisor
	Fixed Income Support Team
Centurion CDO VI, Ltd.
By:	American Express Asset Management Group as Collateral Manager
____________________________, as Lender
(Type or print legal name of Lender)
By:	/s/    ROBIN C. STANCIL
Name:	Robin C. Stancil
Title:	Supervisor
	Fixed Income Support Team
Citadel Hill 2000 Ltd., as Lender
(Type or print legal name of Lender)
By:	/s/    ALEX CLARKE
Name:	Alex Clarke
Title:	Authorized Signatory
HIGHLAND FLOATING RATE ADVANTAGE FUND (f/k/a Columbia Floating Rate Advantage Fund), as Lender
By:	Highland Capital Management, L.P., its Investment Advisor
By:	/s/    MARK OKADA
Name:	Mark Okada
Title:	Chief Investment Officer
	Highland Capital Management, L.P.
CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as Lender
By:	/s/    MARTIN CRABTREE
Name:	Martin Crabtree
Title:	Vice President

14

CYPRESSTREE CLAIF FUNDING LLC, as Lender
By:	/s/    MEREDITH J. KOSLICK
Name:	Meredith J. Koslick
Title:	Assistant Vice President

Close International Custody Services Limited as Custodian of CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
(b)	By:	/s/    PETER CARNES
	Name:	Peter Carnes
	Title:	Managing Director
(c)	By:	/s/    JEFFREY MEGAR
	Name:	Jeffrey Megar
	Title:	Managing Director

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Lender
By:	DB Services New Jersey, Inc.
By:	/s/    ALICE L. WAGNER
Name:	Alice L. Wagner
Title:	Vice President
	/s/    JAY HOPKINS
	Jay Hopkins
	Assistant Vice President
FOREST CREEK CLO, Ltd.
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/S/    DALE BURROW
Name:	Dale Burrow
Title:	Senior Vice President
FRANKLIN CLO II, LIMITED, as Lender
By:	/s/    ROMEO J. CRUZ
Name:	Romeo J. Cruz
Title:	Authorized Signatory
FRANKLIN CLO III, LIMITED, as Lender
By:	/s/    ROMEO J. CRUZ
Name:	Romeo J. Cruz
Title:	Authorized Signatory
FRANKLIN CLO IV, LIMITED, as Lender
By:	/s/    ROMEO J. CRUZ
Name:	Romeo J. Cruz
Title:	Authorized Signatory

15

FRANKLIN FLOATING RATE DAILY ACCESS FUND, as Lender
By:	/s/    MADELINE LAM
Name:	Madeline Lam
Title:	Vice President
FRANKLIN FLOATING RATE MASTER SERIES, as Lender
By:	/s/    MADELINE LAM
Name:	Madeline Lam
Title:	Vice President
FRANKLIN FLOATING RATE TRUST, as Lender
By:	/s/    MADELINE LAM
Name:	Madeline Lam
Title:	Vice President

16

Galaxy CLO 1999-1, Ltd. By: AIG Global Investment Corp., Its Collateral Manager, as Lender
By:	/s/    STEVEN S. OH
Name:	Steven S. Oh
Title:	Managing Director
Galaxy CLO 2003-1, Ltd. By: AIG Global Investment Corp., Its Investment Adviser, as Lender
By:	/s/    STEVEN S. OH
Name:	Steven S. Oh
Title:	Managing Director
GLENEAGLES TRADING LLC, as Lender
By:	/s/    MEREDITH J. KOSLICK
Name:	Meredith J. Koslick
Title:	Assistant Vice President
HarbourView CLO IV, Ltd., as Lender
By:	/s/    L. CH.
Name:
Title:
HarbourView CLO V, Ltd., as Lender
By:	/s/    L. CH.
Name:
Title:
Harch CLO I, Ltd., as Lender (Type or print legal name of Lender)
By:	/s/    MICHAEL E. LEWITT
Name:	Michael E. Lewitt
Title:	Authorized Signatory

17

Hewett’s Island CDO, Ltd.
By:	CypressTree Investment Management Company, Inc., as Portfolio Manager.
(a)	By:	/s/    PETER CARNES
	Name:	Peter Carnes
	Title:	Managing Director

IKB Capital Corporation, as Lender
By:	/s/    DAVID SNYDER
Name:	David Snyder
Title:	President
KZH CYPRESSTREE-1 LLC
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH SOLEIL LLC
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH SOLEIL-2 LLC
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH STERLING LLC
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
Landmark CPO II
Aladdin Capital Management LLC, as Lender
(Type or print legal name of Lender)
By:	/s/    Illegible
Name:	Illegible
Title:	Authorized Signatory
LONG GROVE CLO, LIMITED
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/s/    DALE BURROW
Name:	Dale Burrow
Title:	Senior Vice President

18

, as Lender
Longhorn CDO (Cayman) LTD
By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor

By:		/s/    SAVITRI ALEX
		Savitri Alex
		Authorized Signatory
	Longhorn CDO II, LTD.
	By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
	By:	/s/    SAVITRI ALEX
		Savitri Alex
		Authorized Signatory

19

Merrill Lynch Credit Products, LLC, as Lender
By:	/s/    NEYDA DARIAS
Name:	Neyda Darias
Title:	Vice President
Mountain Capital CLO1 Ltd.
________________________, as Lender
(Type or print legal name of Lender)
By:	/s/    CHRIS SIDDONS
Name:	Chris Siddons
Title:	Director
MUIRFIELD TRADING LLC, as Lender
By:	/s/    MEREDITH J. KOSLICK
Name:	Meredith J. Koslick
Title:	Assistant Vice President
Natexis Banques Populaires
, as Lender (Type or print legal name of Lender)
By:	/s/    TEFTA GHILAGA
Name:	Tefta Ghilaga
Title:	Vice President
	/s/    FRANK H. MADDEN, JR.
	Frank H. Madden, Jr.
	Vice President & Group Manager
New York Life Insurance and Annuity Corporation, as Lender
By:	New York Life Investment Management LLC,
	its Investment Manager
By:	/s/    ROBERT H. DIAL
Name:	Robert H. Dial
Title:	Director
New York Life Insurance Company, as Lender
By:	/s/    ROBERT H. DIAL
Name:	Robert H. Dial
Title:	Investment Vice President
NYLIM Flatiron CLO 2003-1 Ltd., as Lender
By:	New York Life Investment Management LLC,
	as Collateral Manager and Attorney-in-Fact
By:	/s/    ROBERT H. DIAL
Name:	Robert H. Dial
Title:	Director

20

RIVIERA FUNDING LLC, as Lender
By:	/s/    MEREDITH J. KOSLICK
Name:	Meredith J. Koslick
Title:	Assistant Vice President
ROSEMONT CLO, Ltd.
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/s/    DALE BURROW
Name:	Dale Burrow
Title:	Senior Vice President
SEQUILS-Cumberland I, Ltd.
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/s/    DALE BURROW
Name:	Dale Burrow
Title:	Senior Vice President
SunAmerica Life Insurance Company
By: AIG Global Investment Corp., Its Investment Adviser, as Lender
By:	/s/    STEVEN S. OH
Name:	Steven S. Oh
Title:	Managing Director

21

CONSENT

Dated as of October 20, 2004

Reference is hereby made to (a) the Credit Agreement dated as of December 26, 2002 (as amended, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”), among PERKINELMER, INC., a Massachusetts corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (collectively, the “Lenders”), certain agents and arrangers, and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Issuing Lender and Alternative Rate Lender, (b) Amendment No. 4 to the Credit Agreement dated as of October 20, 2004 (the “Amendment”; capitalized terms not otherwise defined herein are being used herein as defined in the Amendment and in the Credit Agreement) and (c) the other Loan Documents referred to therein.

Each of the undersigned, in its capacity as Guarantor and as Grantor under the Guarantee and Collateral Agreement, hereby (a) consents to the execution, delivery and performance of the Amendment and (b) agrees that the Guarantee and Collateral Agreement (i) is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Effective Date, except that, on and after the Effective Date, each reference to “the Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the Amendment and (ii) continues to (A) secure and hereafter secures all Obligations (as such term is defined in the Guarantee and Collateral Agreement) and (B) guarantee and hereafter guarantees all the Borrower Obligations (as such term is defined in the Guarantee and Collateral Agreement) under the Loan Documents, including, without limitation, the Credit Agreement.

This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.

Delivery of an executed counterpart of a signature page of this Consent by telecopier shall be effective as the delivery of a manually executed counterpart of this Consent.

[Signatures on following pages]

22

APPLIED SURFACE TECHNOLOGY, INC.
By	/s/    DAVID C. FRANCISCO
Name:	David C. Francisco
Title:	Assistant Treasurer
CARL CONSUMABLE PRODUCTS, LLC
By	/s/    DAVID C. FRANCISCO
Name:	David C. Francisco
Title:	Assistant Treasurer
LUMEN TECHNOLOGIES, INC.
By	/s/    JOHN L. HEALY
Name:	John L. Healy
Title:	President
PKI MASSACHUSETTS TRUST
By	/s/    JOHN L. HEALY
Name:	John L. Healy
Title:	President
PERKINELMER LAS, INC.
By	/s/    DAVID C. FRANCISCO
Name:	David C. Francisco
Title:	Assistant Treasurer
PERKINELMER OPTOELECTRONICS NC, INC.
By	/s/    JOHN L. HEALY
Name:	John L. Healy
Title:	Vice President
PERKINELMER OPTOELECTRONICS SC, INC.
By	/s/    JOHN L. HEALY
Name:	John L. Healy
Title:	Vice President

23

PERKINELMER HOLDINGS, INC.
By	/s/    JOHN L. HEALY
Name:	John L. Healy
Title:	Vice President
PERKINELMER AUTOMOTIVE RESEARCH, INC.
By	/s/    DAVID C. FRANCISCO
Name:	David C. Francisco
Title:	Assistant Treasurer

24

EX-10.4

Exhibit 10.4

PERKINELMER, INC.

Summary of Director Compensation and Executive Officer Short- and Long-Term

Incentive Arrangements

March 1, 2005

Director Compensation

The compensation and benefits committee of the board of directors of PerkinElmer, Inc. periodically reviews and makes recommendations regarding director compensation and director compensation guidelines to the nominating and corporate governance committee of the board, which in its discretion makes recommendations to the full board of directors. In 2004, the board of directors approved the following director compensation arrangements, all of which are subject to adjustment and change.

Directors who are employees of PerkinElmer receive no additional compensation for their services as directors. Each non-employee director is paid an annual retainer of $50,000 plus an award of shares of common stock having a market value on the date of award of $60,000. The stock award is made at the time of our annual meeting of shareholders. The Lead Director and the audit committee Chair are paid an additional annual cash retainer of $20,000. The retainer and common stock award are pro-rated for directors who serve for only a portion of the year. In addition, each non-employee director receives an award of options valued at $55,000 using the Black-Scholes valuation methodology. The stock options are granted at the time of our annual meeting of shareholders. For 2004, the option award to each director was an option to purchase 5,854 shares of common stock at a per share exercise price of $19.91. The 2004 grant options vest in four equal annual installments, beginning one year from the grant date, and may be exercised for ten years from the grant date. Future annual option grants to directors, including the option grants at the time of our 2005 annual meeting of shareholders, are expected to vest in three equal installments, beginning one year from the grant date, and may be exercised for seven years from the grant date. New non-employee directors also receive an initial, one-time stock option grant of 10,000 shares upon appointment. These options vest in three equal annual installments, beginning one year from the grant date, and may be exercised for seven years from the grant date. All option grants to non-employee directors are made with an exercise price equal to the fair market value on the date of grant and become exercisable in full upon a change in control of PerkinElmer or upon the director’s death, total disability or termination at a company-recognized retirement age. Directors may defer compensation in the form of fees and grants of common stock into our deferred compensation plan, a copy of which is filed with the Securities and Exchange Commission as Exhibit 10.10 to our annual report on Form 10-K for the fiscal year ended December 28, 2003.

Short-Term Incentive Program

The compensation and benefits committee of the board of directors of PerkinElmer, Inc. periodically establishes, reviews, adjusts and changes the short-term incentive practices and arrangements for our executive officers. For the past several years, the short-term incentives for our executive officers have been determined primarily in accordance with our performance

incentive program, or PIP. Our short-term incentive practices and arrangements are subject to adjustment and change.

Performance Incentive Program

The PIP is a cash-based incentive bonus program and serves as the primary source of cash incentives for PerkinElmer’s executive officers. The PIP measures the Chief Executive Officer and chief accounting, financial, legal and human resources officers against specific targets for earnings per share, or EPS, and cash flow performance to determine payments. Similarly, the PIP measures executive officers in strategic business units, or SBUs, against specific targets for SBU net income and cash flow performance, as well as the corporate performance targets referred to in the preceding sentence. Each executive officer is assigned annually a target incentive payment expressed as a percentage of base salary ranging between 40% and 100%. The actual incentive award is determined by multiplying the target incentive by a performance factor, ranging from 0% to 200%, determined by actual fiscal period EPS, cash flow and net income performance for each performance period. The program year is comprised of two performance periods, which run from January 1^st to June 30^th and from July 1st to December 31st. Awards are paid following the end of each performance period.

For participants other than the Chief Executive Officer, the compensation and benefits committee may adjust the PIP awards either up or down to reflect the committee’s view of the appropriate incentive for the year in light of corporate and individual performance. The committee has discretion to reduce, but not to increase, the actual PIP incentive payment for the CEO.

Chief Executive Officer

Our Chief Executive Officer is eligible to receive an annual bonus based on achievement of certain non-financial goals determined by the compensation and benefits committee of our board of directors. For 2005, these goals are: growth and innovation, organization, quality and productivity.

Long-Term Incentive Program

The compensation and benefits committee of the board of directors of PerkinElmer, Inc. periodically establishes, reviews, adjusts and changes the long-term incentive practices and arrangements for our executive officers. In 2004, the committee implemented a new long-term incentive program. Our long-term incentive practices and arrangements are subject to adjustment and change.

The long-term incentive program consists of stock options, performance-contingent restricted stock and a cash-based performance unit program. One-third of the long-term incentive opportunity for our executive officers is provided in the form of non-qualified stock options, one-third is provided in the form of performance-contingent restricted stock and one-third is provided in the form of cash-based performance units. An overview of the long-term incentive program is provided below:

• Stock options: Stock options grant the executive officer the right to purchase up to a specified number of shares of PerkinElmer’s common stock at a per share purchase price equal to the fair market value of PerkinElmer’s common stock on the date of grant. The stock options vest in three equal annual installments beginning on one year after the date of grant and, to the extent vested, may be exercised over a term of seven years. Upon a change in control of PerkinElmer or the death or disability of the executive officer, all unvested options become 100% vested. The number of shares of common stock underlying stock options awarded to our named executive officers (within the meaning of Item 402 of Regulation S-K) in January 2005 and our long-term incentive program is set forth in our current report on Form 8-K dated January 3, 2005, on file with the SEC, under the heading “Item 1.01. Entry into a Material Definitive Agreement,” and is incorporated herein by reference.

• Performance-contingent restricted stock: Shares of performance-contingent restricted stock are issued and outstanding shares of PerkinElmer’s common stock granted to the executive officer. The restricted stock vests in up to three equal installments upon PerkinElmer’s achievement, at any time prior to the third fiscal year end after the restricted shares are awarded of EPS equal to or greater than three increasing EPS targets. If the performance conditions are not met on or before the third fiscal year-end after the restricted shares are awarded, the shares are forfeited. Upon a change in control of PerkinElmer, the death or disability of the executive officer, or, in the case of our Chief Executive Officer, his termination without cause, all unvested shares of restricted stock become 100% vested. If the executive ceases to be employed by PerkinElmer for any other reason before the shares of restricted stock vest, the unvested shares are subject to forfeiture to PerkinElmer at a per share price of $.001 per share. The number of shares of performance-contingent restricted stock awarded to our named executive officers in January 2005 under our long-term incentive program is set forth in our current report on Form 8-K dated January 25, 2005, on file with the SEC, in Exhibit 99.2 attached thereto, and is incorporated herein by reference.

• Performance units: The performance units reflect the opportunity for the executive officer to receive cash payments based upon PerkinElmer’s financial performance and the performance of its common stock during a three-year fiscal period ending with the third fiscal year-end after the units are awarded. The executive officer earns a percentage of the number of performance units targeted for the executive officer by the committee, between 0% and 200%, based upon PerkinElmer’s financial performance during the three-year period, evaluated in comparison to specified targets in three metrics: EPS, margin and cash flow. At the end of the three-year period, the executive officer is entitled to receive a cash payment equal to the product of (1) the end-of-period per share fair market value of PerkinElmer’s common stock multiplied by (2) the number of performance units earned by the executive officer during the three-year period. The number of performance units awarded to our named executive officers in January 2005 under our long-term incentive program is set forth in our current report on Form 8-K dated January 25, 2005 on file with the SEC, in Exhibit 99.2 attached thereto, and is incorporated herein by reference.

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) made this 5th day of November, 2004 between PerkinElmer, Inc., a Massachusetts corporation (hereinafter called the “Company”), and John Roush (hereinafter referred to as the “Employee”).

WITNESSETH:

WHEREAS, the Company wishes to employ the Employee in a management position; and

WHEREAS, the Employee hereby agrees to the compensation herein provided and agrees to serve the Company to the best of his ability during the period of this Agreement.

NOW, THEREFORE, in consideration of the sum of One Dollar, and of the mutual covenants herein contained, the parties agree as follows:

1.    (a) Except as hereinafter otherwise provided, the Company agrees to employ the employee in a management position with the Company, and the Employee agrees to remain in the employment of the Company in that capacity for a period of one year from the date hereof and from year to year thereafter until such time as this Agreement is terminated in accordance with Paragraph 5.

(b) The Company will, during each year of the term of this Agreement, place in nomination before the Board of Directors of the Company the name of the Employee for election as an Officer of the Company except when a notice of termination has been given in accordance with Paragraph 5(b).

2. The Employee agrees that, during the specified period of employment, he shall, to the best of his ability, perform his duties, and shall devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company and its interests and to the discharge of his duties and responsibilities hereunder. The Employee shall not engage in any business, profession or occupation which would conflict with the rendition of the agreed-upon services, either directly or indirectly, without the prior approval of the Board of Directors, except for personal investment, charitable and philanthropic activities.

3. During the period of his employment under this Agreement, the Employee shall be compensated for his services as follows:

(a) Except as otherwise provided in this Agreement, he shall be paid a salary during the period of this Agreement at a base rate to be determined by the Company on an annual basis. Except as provided in Paragraph 3(d), such annual base salary shall under no circumstances be fixed at a rate below the annual base rate then currently in effect;

Employment Agreement

(b) He shall be reimbursed for any and all monies expended by him in connection with his employment for reasonable and necessary expenses on behalf of the Company in accordance with the policies of the Company then in effect;

(c) He shall be eligible to participate under any and all bonus, benefit, pension, compensation, and equity and incentive plans which are, in accordance with Company policy, available to persons in his position (within the limitation as stipulated by such plans). Such eligibility shall not automatically entitle him to participate in any such plan;

(d) If, because of adverse business conditions or for other reasons, the Company at any time puts into effect salary reductions applicable at a single rate to all management employees of the Company generally, the salary payments required to be made under this Agreement to the Employee during any period in which such general reduction is in effect may be reduced by the same percentage as is applicable to all management employees of the Company generally. Any benefits made available to the Employee which are related to base salary shall also be reduced in accordance with any salary reduction.

4.    (a) So long as the Employee is employed by the Company and for a period of one year after the termination or expiration of employment, the Employee will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage directly or indirectly in any business or entity which competes with the business conducted by the Company or its affiliates in any city or geographic area in which the Company or its affiliates conduct material operations at the time of termination of employment under this Agreement, except as approved in advance by the Board after full and adequate disclosure; or (ii) recruit, solicit or induce, or attempt to induce, any employee or employees of the company to terminate their employment with, to otherwise cease their relationship with, the Company; or (iii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, of the Company that were contacted, solicited or served by the Employee while employed by the Company.

(b) If any restriction set forth in this Paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographical area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

(c) The restrictions contained in this Paragraph 4 are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Paragraph 4 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies

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which may be available, the Company shall have the right to seek specific performance and injunctive relief.

(d) The Employee agrees to sign and be bound by the Employee Patent and Proprietary Information Utilization Agreement in the form attached hereto.

(e) During the period of his employment by the Company or for any period during which the Company shall continue to pay the Employee his salary under this Agreement, whichever shall be longer, the Employee shall not in any way whatsoever aid or assist any party seeking to cause, initiate or effect a Change in Control of the Company as defined in Paragraph 6 without the prior approval of the Board of Directors.

5. Except for the Employee covenants set forth in Paragraph 4 which covenants shall remain in effect for the periods stated therein, and subject to Paragraph 6, this Agreement shall terminate upon the happening of any of the following events and (except as provided herein) all of the Company’s obligations under this Agreement, including, but not limited to, making payments to the Employee shall cease and terminate:

(a) On the effective date set forth in any resignation submitted by the Employee and accepted by the Company, or if no effective date is agreed upon, the date of receipt by the Company of such resignation letter;

(b) On the date set forth in a written notice of termination given by the Company to the Employee (the “Paragraph 5(b) Termination Date”);

(c) At the death of the Employee;

(d) At the termination of the Employee for cause. As used in the Agreement, the term “cause” shall mean:

(i) Misappropriating any funds or property of the Company;

(ii) Unreasonable refusal to perform the duties assigned to him under this Agreement;

(iii) Conviction of a felony;

(iv) Continuous conduct bringing notoriety to the Company and having an adverse effect on the name or public image of the Company;

(v) Violation of the Employee’s covenants as set forth in Paragraph 4 above; or

(vi) Continued failure by the Employee to observe any of the provisions of this Agreement after being informed of such breach.

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(e) Twelve months after written notice of termination (a “Disability Termination Notice”) is given by the Company to the Employee based on a determination by the Board of Directors that the Employee is disabled (which, for purposes of this Agreement, shall mean that the Employee is unable to perform his regular duties, with such determination to be made by the Board of Directors, in reliance upon the opinion of the Employee’s physician or upon the opinion of one or more physicians selected by the Company). A Disability Termination Notice shall be deemed properly delivered if given by the Company to the Employee on the 184th day of continuous disability of the Employee. Notwithstanding the foregoing, if, during the twelve-month period following proper delivery of a Disability Termination Notice as aforesaid, the Employee is no longer disabled and is able to return to work, such Disability Termination Notice shall be deemed automatically rescinded upon the Employee’s return to work, and the employment of the Employee shall continue in accordance with the terms of this Agreement. During the first 184 days of continuous disability of the Employee, the Company will make periodic payments of the Employee in an amount equal to the difference between his base salary and the benefits received by the Employee under the Company’s Short-Term Disability Income Plan. During the twelve-month period following proper delivery of a Disability Termination. Notice as aforesaid, the Company will make periodic payments to the Employee in an amount equal to the difference between his base salary and the benefits provided by the Company’s Long-Term Disability Plan. If any payments to the Employee under the Company’s Long-Term Disability plan are not subject to federal income taxes, the payments to be made directly by the Company pursuant to the preceding sentence shall be reduced such that the total amount received by the Employee (from the Company and from the Long-Term Disability Plan), after payment of any income taxes, is equal to the amount that the Employee would have received had he been paid his base salary, after payment of any income taxes on such base salary.

(f) In the event of the termination of the Employee by the Company pursuant to Paragraph 5(b) above, and subject to the Employee’s full execution of a severance agreement and release drafted by an satisfactory to counsel for the Company, the Employee shall, for a period of one year from the Paragraph 5(b) Termination Date, (i) continue to receive his Full Salary(as defined below), which shall be payable in accordance with the payment schedule in effect immediately prior to his employment termination, and (ii) continue to be entitled to participate in all employee benefit plans and arrangements of the Company (such as life, health and disability insurance and automobile arrangements but excluding qualified retirement plans, incentive arrangements and grants of equity awards) to the same extent (including coverage of dependents, if any) and upon the same terms as were in effect immediately prior to his termination. For purposes of this Agreement, “Full Salary” shall mean the Employee’s annual base salary, plus the amount of any bonus or incentive payments (excluding payments under the Company’s long-term incentive program) earned or received by the Employee with respect to the last full fiscal year of the Company for which all bonus or

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incentive payments (excluding payments under the Company’s long-term incentive program) to be made have been made.

(g) In the event of a termination of employment pursuant to Paragraph 5(a), (c) or (d), the Company shall pay the Employee his full salary through the date of termination of employment. The employee shall not be entitled to receive any additional compensation beyond his date of termination.

6. (a)    In the event of a Change in Control of the Company (as defined below),

(i) The provisions of this Agreement shall be amended as follows:

(A) Paragraph 1(a) shall be amended to read in its entirety as follows:

“Except as hereinafter otherwise provided, the Company agrees to continue to employ the Employee in a management position with the Company, and the Employee agrees to remain in the employment in the Company in that capacity, for a period of three (3) years from the date of the Change in Control. Except as provided in Paragraph 3(d), the Employee’s salary as set forth in Paragraph 3(a) and his other employee benefits pursuant to the plans described in Paragraph 3(c) shall not be decreased during such period.”

(B) Paragraph 5(a) shall be amended by the addition of the following provision at the end of such paragraph:

“provided that the Employee agrees not to resign, except for Good Reason (as defined below), during the one-year period following the date of the Change in Control.”

(C) Paragraph 5(b) shall be deleted in its entirety.

(D) Paragraph 5(f) shall be amended to read in its entirety as follows:

“Notwithstanding the foregoing provisions, if, within 36 months following the occurrence of a Change in Control, the Employee’s employment by the Company is terminated (i) by the Company other than for Cause, which shall not include any failure to perform his duties hereunder after giving notice or termination for Good Reason, disability or death or (ii) by the Employee for Good Reason, (A) the Company shall pay to the Employee, on the date of his employment termination, a lump sum cash

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payment in an amount equal to the sum of (x) his unpaid base salary through the date of termination, (y) a pro rata portion of his prior year’s bonus and (z) his Full Salary (as defined below) multiplied by three, and (B) the Employee shall for 36 months following such termination of employment be eligible to participate in all employee benefit plans and arrangements of the Company (such as life, health and disability insurance and automobile arrangements but excluding qualified retirement plans, incentive arrangements and grants of equity awards) to the same extent (including coverage of dependents, if any) and upon the same terms as were in effect immediately prior to the Change in Control. For purposes of this Agreement, “Full Salary” shall mean the Employee’s annual base salary, plus the amount of any bonus or incentive payments (excluding the cash portion of the Company’s long-term incentive program) received by the Employee with respect to the last full fiscal year of the Company prior to the Change in Control for which all bonus or incentive payments (excluding the cash portion of the Company’s long-term incentive program) to be made have been made.”

(E) Paragraph 8 shall be amended to read in its entirety as follows:

“The Employee may pursue any lawful remedy he deems necessary or appropriate for enforcing his rights under his Agreement following a Change in Control of the Company, and all costs incurred by the Employee in connection therewith (including without limitation attorneys’ fees) shall be promptly reimbursed to him by the Company, regardless of the outcome of such endeavor.”

(ii) The Employee’s outstanding restricted stock and option awards shall fully vest, and the vested option awards shall remain exercisable through the period ending on the earlier of:

(A) the later of (I) the third anniversary of the Change in Control or (II) the first anniversary of the date the Employee’s employment with the Company terminates, or

(B) the expiration of the original term of the option.

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(iii) Payments under this Agreement or any other plan or arrangement covering the Employee shall be made without regard to whether the deductibility of such payments (or any other “parachute payments,” as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), to or for the benefit of the Employee) would be limited or precluded by Section 280G and without regard to whether such payments (or any other “parachute payments” as so defined in said Section 280G) would subject the Employee to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). The Employee shall be entitled to receive one or more payments (each, a “Gross-Up Payment”) which shall be an amount equal to the sum of (a) the Excise Tax imposed on any parachute payment, whether or not payable under this Agreement, and (b) the amount necessary to pay all additional taxes imposed on (or economically borne by) the Employee (including the Excise Tax, State and federal income taxes and all applicable withholding taxes) attributable to the receipt of a Gross-Up Payment, computed assuming the application of the maximum tax rates provided by law. The determination of a Gross-Up Payment shall be made at the Company’s expense by the Company’s independent auditors or by such other certified public accounting firm as the Board of Directors of the Company may designate prior to a Change in Control of the Company. A Gross-Up Payment shall be made at least 14 business days in advance of the due date of any Excise Tax, except that any Gross-Up Payment related to payments pursuant to Paragraph 6(a)(i)(D) shall be made upon termination of employment. In the event of any underpayment or overpayment under this Paragraph 6(a)(iii) as determined by the Company’s independent auditors (or such other firm as may have been designated in accordance with the preceding sentence), the amount of such underpayment or overpayment shall forthwith be paid to the Employee or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. The provisions for Gross-Up Payment in this Paragraph 6(a)(iii) shall apply regardless of whether or not the Employee has terminated employment with the Company.

(b) For purposes of this Agreement, a “Change in Control of the Company” means an event or occurrence set forth in any one or more of clauses (i) through (iv) below (including an event or occurrence that constitutes a Change in Control under one or such clauses but is specifically exempted from another such clause):

(i) the acquisition by an individual, entity or group (within the meaning of Section 13(d) (3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership of any capital stock or the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common

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Stock”) or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (i), none of the following acquisitions of Outstanding Company Common Stock or Outstanding Company Voting Securities shall constitute a Change in Control: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (IV) any acquisition by any corporation pursuant to a transaction which complies with subclauses (A) and (B) of clause (iii) of this Paragraph 6(b); or

(ii) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (A) who was a member of the Board on the date of the execution of this Agreement or (B) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (B) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(iii) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the surviving, resulting or acquiring corporation in such Business Combination (which shall include,

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without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more other entities) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Stock and Outstanding Company Voting Securities, respectively; and (B) no Person beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(iv) approval by the stockholders of the Company or a complete liquidation or dissolution of the company.

(c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (i) a reduction in the Employee’s base salary as in effect on the date hereof or as the same may be increased from time to time, except as provided in Paragraph 3(d); (ii) a failure by the Company to pay annual cash bonuses to the Employees in an amount at least equal to the most recent annual cash bonuses paid to the Employee; (iii) a failure by the Company to maintain in effect any material compensation or benefit plan in which the Employee participated immediately prior to the Change in Control, unless an equitable arrangement has been made with respect to such plan, or a failure to continue the Employee’s participation therein on a basis not materially less favorable than existed immediately prior to Change in Control; (iv) any significant and substantial diminution in the Employee’s position, duties, authorities, responsibilities or title as in effect immediately prior to the Change in Control; (v) any requirement by the Company that the location at which the Employee performs his principal duties be changed to a new location outside a radius of 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control; (vi) any requirement by the Company that the Employee travel on an overnight basis to an extent not substantially consistent with the Employee’s business travel obligations immediately prior to the Change in Control or (vii) the failure of the Company to obtain the agreement, in a form reasonably satisfactory to the Employee, from any successor to the Company to assume and agree to perform this Agreement. Notwithstanding the foregoing, the resignation shall not be considered to be for Good Reason if any such circumstances are fully corrected prior to the date of resignation. The Employee’s right to termination his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

7. Neither the Employee nor, in the event of his death, his legal representative, beneficiary or estate, shall have the power to transfer, assign, mortgage or otherwise encumber in advance any of the payments provided for in this Agreement, nor shall any payments nor

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assets or funds of the Company be subject to seizure for the payment of any debts, judgments, liabilities, bankruptcy or other actions.

8. Any controversy relating to this Agreement and not resolved by the Board of Directors and the Employee shall be settled by arbitration in the City of Boston, Commonwealth of Massachusetts, pursuant to the rules then obtaining of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction, and the Board of Directors and Employee agree to be bound by the arbitration decision on any such controversy. Unless otherwise agreed by the parties hereto, arbitration will be by three arbitrators selected from the panel of the American Arbitration Association. The full cost of any such arbitration shall be borne by the Company.

9. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times by either party.

10. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally to the Employee or to the General Counsel of the Company or when mailed by registered or certified mail to the other party (if to the Company, at 45 William Street, Wellesley, Massachusetts 02481, attention General Counsel; if to the Employee, at the last known address of the Employee as set forth in the records of the Company).

11. This Agreement has been executed and delivered and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. This Agreement is and shall be binding on the respective legal representatives or successors of the parties, but shall not be assignable except to a successor to the Company by virtue of a merger, consolidation or acquisition of all or substantially all of the assets of the Company. This Agreement constitutes and embodies the entire understanding and agreement of the parties and, except as otherwise provided herein, there are no other agreements or understanding, written or oral, in effect between the parties hereto relating to the employment of the Employee by the Company. All previous employment contracts between the Employee and the Company or any of the Company’s present or former subsidiaries or affiliates is hereby canceled and of no effect.

12. The Company shall required any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume expressly in writing and to agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement prior to the effectiveness of succession shall be a breach of this Agreement. As used in this Agreement, “the Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which

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assumes and agrees to perform this Agreement, whether by operation of law, or otherwise.

IN WITNESS WHEREOF, the Company has caused its seal to be hereunto affixed and these presents to be signed by its proper officers, and the Employee has hereunto set his hand and seal this 5^th day of November, 2004 effective as of the day and year first above written.

(SEAL)

PERKINELMER, INC.
By:	/s/    GREGORY L. SUMME
	Gregory L. Summe
	Chairman and Chief Executive Officer
Employee:	/s/    JOHN ROUSH
	John Roush

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EX-10.6

Exhibit 10.6

	Richard F. Walsh   Senior Vice President   Human Resources
	PerkinElmer, Inc.   45 Wiliam Street   Wellesley, MA 02481-4078 USA   Phone: 781-431-4122   Fax: 781-431-4183

Via UPS and E-mail

November 22, 2003

John A. Roush

Dear John,

This is to confirm the terms of the cash bonus; restricted stock grant; and guaranteed severance provided to you by the Company.

Cash Bonus:

The Company has granted you a cash bonus of $100,000 which is to be repaid if you voluntarily leave the Company before November 18, 2005, according to the following schedule: 100% of the bonus is to be repaid if you leave before November 18, 2004; and 50% if you leave after November 18, 2004 but before November 18, 2005. In the event of involuntary separation or a Change in Control of PerkinElmer, Inc. the requirement to repay all or any portion of the bonus is waived.

Restricted Shares:

The Company has granted you 5,000 restricted shares of PerkinElmer stock. These shares will vest on November 18, 2005 provided you remain employed by the Company through that date. In the event your employment is involuntarily terminated for reasons other than cause, the restricted shares vest on your termination date. In addition, the shares vest upon a Change in Control of PerkinElmer, Inc. In the next few days, we will send you a restricted stock agreement confirming the provisions relating to the grant.

Guaranteed Severance:

In the event that your employment with the Company is involuntarily terminated, you will receive a severance payment equal to a minimum of nine months of your base salary in effect at the time of separation.

This letter does not provide a guarantee of future employment nor does it constitute a contract of employment with PerkinElmer.

John, we are all very pleased that you have decided to continue your employment with PerkinElmer and we wish you much continued success.

Best Regards,

/s/    RICHARD F. WALSH        

Richard F. Walsh

cc: Greg Summe

John Murphy

Tom Goulet

Lynda Walker

EX-10.7

Exhibit 10.7

STOCK RESTRICTION AGREEMENT

AGREEMENT made as of the eighteenth day of November 2003, between PerkinElmer, Inc., a Massachusetts corporation (the “Company”), and John A. Roush (the “Employee”).

For good and valuable consideration the receipt of which the parties hereby acknowledge, the parties hereto agree as follows:

1. Grant of Shares. As of the date hereof, the Company shall issue (as provided in Section 19) on account of the Employee, subject to the terms and conditions set forth in this Agreement, 5,000 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company (“Common Stock”). The Employee agrees that the Shares shall be subject to the Purchase Option set forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.

2. Purchase Option.

(a) The Company shall have the right (the “Purchase Option”) to purchase all of the Shares from the Employee, for a sum of $.001 per share (the “Purchase Price”), if the Employee ceases to be employed by the Company for any reason or no reason, before the date the Purchase Option expires. The Purchase Option shall expire on the earliest of the following dates:

(1) November 18, 2005;

(2) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period as determined by the Board of Directors, with such medical advice as they deem advisable;

(3) The date the Employee’s employment with the Company is terminated by the Company for reasons other than Cause. The term Cause shall mean:

(A) Misappropriating any funds or property of the Company;

(B) Unreasonable refusal to perform the duties assigned to him under this Agreement;

(C) Conviction of a felony; or

(D) Continuous conduct bringing notoriety to the Company and having an adverse effect on the name or public image of the Company.

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(4) Notwithstanding any provision of the Plan to the contrary and with respect to all the Shares, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a “Change in Control” means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

(A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of paragraph (C) of this Section 2(a)(4); or

(B) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(C) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50%of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more

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subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(D) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company.

3. Exercise of Purchase Option.

(a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the Company shall be deemed to have automatically exercised the Purchase Option.

(b) The Shares shall be cancelled immediately upon the cessation of the Employee’s employment with the Company. Following such cancellation, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Purchase Price; the parties agree and acknowledge that the cancellation of the Shares is not contingent on such payment and that the failure of such payment shall not effect such cancellation.

4. Restrictions on Transfer. The Employee shall not, during the term of the Purchase Option, sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”), any of the Shares, or any interest therein.

5. Effect of Prohibited Transfer. The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

6. Provisions of the Plan. This Agreement is subject to the provisions of the PerkinElmer, Inc. 2001 Stock Incentive Plan, a copy of which is furnished to the Employee with this Agreement (the “Plan”).

7. Employee’s Acknowledgements. The Employee acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution

3

of this Agreement by legal counsel of the Employee’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement: (iv) is fully aware of the legal and binding effect of this Agreement.

8. Adjustments for Stock Splits, Stock Dividends, etc.

(a) If from time to time during the term of the Purchase Option there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Employee is entitled by reason of his ownership of the Shares shall be immediately subject to the Purchase Option and the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Purchase Price shall be appropriately adjusted.

(b) If the Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation, or other property (including cash), pursuant to any merger of the Company or acquisition of its assets, then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor and this Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as to the Shares.

9. Withholding Taxes. The Employee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Employee any federal, state or local taxes of any kind required by law to be withheld with respect to the transfer for tax purposes of the Shares as well as with respect to any dividend income derived from the Shares prior to such transfer. No Shares shall be delivered under Section 19 unless and until all withholding obligations have been met to the satisfaction of the Company.

10. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

11. Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Employee and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.

13. No Rights To Employment. Nothing contained in this Agreement shall be construed as giving the Employee any right to be retained, in any position, as an employee of the Company.

4

14. Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 14.

15. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice-versa.

16. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.

17. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

18. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts.

19. Delivery. The Employee acknowledges that certificates representing the Shares will not be delivered to the Employee during the term of the Purchase Option, but that the Company will make arrangements for the Shares to be represented in book entry form (or in another manner satisfactory to the Company) that indicates that they are outstanding under the terms of this Agreement and the Plan. Following the expiration of the Purchase Option the Employee (or the personal representative of the Employee’s estate) has the right to request the issuance and delivery of a certificate representing the Shares.

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

PERKINELMER, INC.
By:	/s/    RICHARD F. WALSH
Name:	Richard F. Walsh
Title:	Senior Vice President, Human Resources
Address:	45 William Street
	Wellesley, MA 02481
EMPLOYEE
	/s/    JOHN ROUSH
John Roush
Address:

6

EX-10.12

Exhibit 10.12

NINTH AMENDMENT

Dated as of January 28, 2005

to

RECEIVABLES SALE AGREEMENT

Dated as of December 21, 2001

THIS NINTH AMENDMENT (the “Amendment”), dated as of January 28, 2005, is entered into among PerkinElmer Receivables Company, as Seller (the “Seller”), PerkinElmer, Inc., as Initial Collection Agent (the “Initial Collection Agent,” and together with any successor thereto, the “Collection Agent”), the committed purchasers party thereto (the “Committed Purchasers”), Windmill Funding Corporation (“Windmill” and together with the Committed Purchasers, the “Purchaser”), and ABN AMRO Bank N.V., as agent for the Purchasers (the “Agent”)

WITNESSETH:

WHEREAS, the Seller, the Initial Collection Agent, the Agent, the Committed Purchasers and Windmill have heretofore executed and delivered a Receivables Sale Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified through the date hereof, the “Sale Agreement”),

WHEREAS, the parties hereto desire to amend the Sale Agreement as provided herein;

Now, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Sale Agreement shall be and is hereby amended as follows:

Section 1. Upon execution by the parties hereto in the space provided for that purpose below, the Sale Agreement shall be, and is hereby, amended as follows:

(a) The defined term “Default Ratio” appearing in Schedule I to the Sale Agreement is hereby amended in its entirety and as so amended shall read as follows:

“Default Ratio” means, a fraction (expressed as a percentage), for the Settlement Period, the numerator of which is the aggregate outstanding balance as of the end of such Settlement Period of all Defaulted Receivables plus the aggregate outstanding balance as of the end of such Settlement Period of all Charge-Offs and the denominator of which is the amount of sales generated during the month that ended four months prior to the last day of such Settlement Period.

(b) The defined term “Loss Horizon Ratio” appearing in Schedule I to the Sale Agreement is hereby amended in its entirety and as so amended shall read as follows:

“Loss Horizon Ratio” means, at any time, a fraction (expressed as a ratio) the numerator of which is the aggregate Outstanding Balance of Receivables generated by the Originators during the most recent four month period and the denominator of which is the Eligible Receivables Balance as of the last day of such period.

(c) The defined term “Loss Reserve” is hereby amended by inserting a “(i)” before “12%” appearing therein.

(d) The defined term “Liquidity Termination Date” appearing in Schedule I to the Sale Agreement is hereby amended by deleting the date “January 28, 2005” appearing in clause (d) thereof and inserting in its place the date “January 27, 2006.”

Section 2. This Amendment shall become effective only once the Agent has received (i) this Amendment duly executed by the Seller, the Initial Collection Agent, and the Purchasers and (ii) the duly executed Guarantor’s Acknowledgment and Consent.

Section 3. The parties hereto consent to the execution and delivery of that certain Second Amendment to Purchase and Sale Agreement by the parties thereto.

Section 4.1. To induce the Agent and the Purchasers to enter into this Amendment, the Seller and Initial Collection Agent represent and warrant to the Agent and the Purchasers that: (a) the representations and warranties contained in the Transaction Documents, are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Seller or the Initial Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party.

Section 4.2. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

-2-

Section 4.3. Except as specifically provided above, the Sale Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Agent or any Purchaser under the Sale Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents. All defined terms used herein and not defined herein shall have the same meaning herein as in the Sale Agreement. The Seller agrees to pay on demand all costs and expenses (including reasonable fees and expenses of counsel) of or incurred by the Agent and each Purchaser Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the other documents related hereto.

Section 4.4. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of Illinois.

-3-

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

ABN AMRO BANK N.V., as the Agent, as the Committed Purchaser
By:	/s/    THOMAS J. CHOATE
Title:	Senior Vice President
By:	/s/    BERNARD KOH
Title:	Senior Vice President
WINDMILL FUNDING CORPORATION
By:	/s/    ANDREW J. STIDD
Title:	Vice President
PERKINELMER RECEIVABLES COMPANY
By:	/s/    STEVEN DELAHUNT
Title:	Assistant Treasurer
PERKINELMER, INC.
By:	/s/    ROBERT F. FRIEL
Title:	Executive Vice President and Chief Financial Officer

-4-

GUARANTOR’S ACKNOWLEDGMENT AND CONSENT

The undersigned, PerkinElmer, Inc., has heretofore executed and delivered the Limited Guaranty dated as of December 21, 2001 (the “Guaranty”) and hereby consents to the Amendment to the Sale Agreement as set forth above and confirms that the Guaranty and all of the undersigned’s obligations thereunder remain in full force and effect. The undersigned further agrees that the consent of the undersigned to any further amendments to the Sale Agreement shall not be required as a result of this consent having been obtained, except to the extent, if any, required by the Guaranty referred to above.

PERKINELMER, INC.
By:	/s/    ROBERT F. FRIEL
Title:	Executive Vice President and Chief Financial Officer

EX-12.1

EXHIBIT 12.1

PerkinElmer, Inc

Computation of Ratio of Earnings to Fixed Charges

	Fiscal Year Ended
	January 2, 2005		December 28, 2003		December 29, 2002			December 30, 2001		December 31, 2000
	(In thousands, except for ratio)
Fixed charges
Interest expense and amortization of debt premiums and discounts on all indebtedness	$	37,951	$	54,539	$	33,305		$	42,831	$	43,174
Interest on rental expense		7,414		7,442		7,320			4,099		3,640
Total Fixed Charges		45,365		61,981		40,625			46,930		46,814
Earnings
Income (loss) from continuing operations before income taxes		136,747		85,445		(5,003	)		101,180		146,397
Earnings Available to cover fixed charges	$	182,112	$	147,426	$	35,622		$	148,110	$	193,211
Ratio of earnings to fixed charges		4.0		2.4		—			3.2		4.1
Deficiency in earnings required to cover fixed charges	$	—	$	—	$	5,003		$	—	$	—

EX-21

EXHIBIT 21

Subsidiaries of the Registrant

As of March 1, 2005, the following is a list of the parent (Registrant) and its active subsidiaries, together with their subsidiaries. Except as noted, all voting securities of the listed subsidiaries are 100% beneficially owned by the Registrant or a subsidiary thereof. The subsidiaries are arranged alphabetically by state and then country of incorporation or organization.

	Name of Company	State or Country of Incorporation or Organization	Name of Parent
1.	PerkinElmer, Inc.	Massachusetts	N/A
2.	Applied Surface Technology, Inc.	California	PerkinElmer, Inc.
3.	Carl Consumable Products, LLC	Delaware	PerkinElmer LAS, Inc.
4.	Lumen Technologies, Inc.	Delaware	PerkinElmer, Inc.
5.	PerkinElmer LAS, Inc.	Delaware	PerkinElmer Holdings, Inc. (76%) 1
6.	PerkinElmer Optoelectronics NC, Inc.	Delaware	Lumen Technologies, Inc.
7.	PerkinElmer Optoelectronics SC, Inc.	Delaware	Lumen Technologies, Inc.
8.	PerkinElmer Receivables Company	Delaware	PerkinElmer, Inc.
9.	PKL LLC	Delaware	PerkinElmer Holdings, Inc. (49%)
10.	PerkinElmer Holdings, Inc.	Massachusetts	PerkinElmer, Inc.
11.	PerkinElmer Automotive Research, Inc.	Texas	PerkinElmer Holdings, Inc.
12.	Perkin-Elmer Argentina S.R.L.	Argentina	PerkinElmer Holdings, Inc.
13.	PerkinElmer Pty. Ltd.	Australia	PerkinElmer Holdings, Inc.
14.	PerkinElmer VertriebsgmbH	Austria	Wellesley B.V.
15.	PerkinElmer NV	Belgium	PerkinElmer Life Sciences International Holdings Limited
16.	PerkinElmer Life Sciences (Bermuda) Ltd.	Bermuda	PerkinElmer LAS, Inc.
17.	PerkinElmer do Brasil Ltda.	Brazil	PerkinElmer International C.V. (94.6%) 2
18.	PerkinElmer BioSignal, Inc.	Canada	PerkinElmer Life Sciences International Holdings Limited
19.	PerkinElmer Canada, Inc.	Canada	PerkinElmer, Inc.
20.	PerkinElmer Investments Ltd. Partnership	Canada	PerkinElmer International C.V. 3
21.	PerkinElmer LAS Canada Inc.	Canada	PerkinElmer BioSignal, Inc.
22.	PerkinElmer Sciex Instruments	Canada	PerkinElmer Canada, Inc. (50%)
23.	PerkinElmer Instruments International Ltd.	Cayman Islands	PerkinElmer International C.V.
24.	PerkinElmer Optoelectronics Philippines, Inc.	Cayman Islands	PerkinElmer International C.V.
25.	PerkinElmer Chile Ltda.	Chile	PerkinElmer Holdings, Inc.
26.	PerkinElmer Instruments (Shanghai) Co. Ltd.	China	PerkinElmer Singapore Pte Ltd
27.	PerkinElmer Shenzhen Industrial Ltd.	China	PerkinElmer Optoelectronics GmbH & Co. KG
28.	PerkinElmer Danmark A/S	Denmark	Wallac Oy
29.	PerkinElmer Egypt Ltd.	Egypt	PerkinElmer International C.V.4
30.	PerkinElmer Finland Oy	Finland	Wallac Oy
31.	PerkinElmer Oy	Finland	Wellesley B.V.
32.	Wallac Oy	Finland	PerkinElmer Oy
33.	PerkinElmer SAS	France	PerkinElmer Nederland B.V.
34.	Elcos Electronic Components Support AG	Germany	PerkinElmer Optoelectronics GmbH & Co. KG
35.	PerkinElmer Holding GmbH	Germany	PerkinElmer, Inc.
36.	PerkinElmer Instruments International Ltd. & Co. KG	Germany	PerkinElmer International C.V. 5

¹ Packard BioScience Holding, B.V. owns 24%.

² PerkinElmer Holdings, Inc. owns 5%; PerkinElmer LAS, Inc. owns .4%.

³ PerkinElmer Holdings, Inc. owns a de minimus share.

⁴ Wellesley B.V. owns 1%.

⁵ PerkinElmer Instruments International, Ltd. (Cayman Islands) owns a de minimus share.

	Name of Company	State or Country of Incorporation or Organization	Name of Parent
37.	PerkinElmer LAS (Germany) GmbH	Germany	PerkinElmer Holdings, Inc.
38.	PerkinElmer Optoelectronics GmbH & Co. KG	Germany	PerkinElmer LAS Germany GmbH (58%) 6
39.	PerkinElmer (Hong Kong) Limited	Hong Kong	PerkinElmer Holdings, Inc.
40.	Perkin-Elmer Hungaria Kft	Hungary	Wellesley B.V. (98.5%) 7
41.	PerkinElmer (India) Private Limited	India	PerkinElmer Singapore Pte Ltd (51%)
42.	PT Fluid Sciences Batam Ltd.	Indonesia	Fluid Sciences Singapore Pte Ltd
43.	PT PerkinElmer Batam	Indonesia	PerkinElmer Holdings, Inc.
44.	Perkin Elmer LAS Italia SpA	Italy	PerkinElmer Srl
45.	PerkinElmer Srl	Italy	Wellesley B.V.
46.	PerkinElmer Japan Co. Ltd.	Japan	PerkinElmer Life Sciences International Holdings Ltd. (97%) 8
47.	Perkin Elmer Yuhan Hoesa	Korea	PerkinElmer International C.V.
48.	Perkin Elmer Sdn. Bhd.	Malaysia	PerkinElmer International C.V.
49.	Perkin Elmer de Mexico, S.A.	Mexico	PerkinElmer Holdings, Inc. 9
50.	Lumac LSC B.V.	Netherlands	PerkinElmer Life and Analytical Sciences B.V.
51.	Packard BioScience Holding, B.V.	Netherlands	PerkinElmer Holdings, Inc.
52.	PerkinElmer Holdings B.V.	Netherlands	PerkinElmer Holdings, Inc.
53.	PerkinElmer International C.V.	Netherlands	PerkinElmer Holdings, Inc. (99%) 10
54.	PerkinElmer Life and Analytical Sciences B.V.	Netherlands	PerkinElmer Life Sciences International Holdings Limited
55.	PerkinElmer Nederland B.V.	Netherlands	Wellesley B.V.
56.	Wellesley B.V.	Netherlands	PerkinElmer International C.V.
57.	PerkinElmer Norge AS	Norway	Wallac Oy
58.	EG&G Omni, Inc.	Philippines	PerkinElmer Holdings, Inc.
59.	PerkinElmer Instruments (Philippines) Corporation	Philippines	PerkinElmer Holdings, Inc.
60.	Perkin Elmer Polska Sp zo.o.	Poland	Wellesley B.V.
61.	PerkinElmer Portugal, Lda.	Portugal	Wellesley B.V. 11
62.	PerkinElmer Rus	Russia	PerkinElmer Oy
63.	Fluid Sciences Singapore Pte Ltd	Singapore	PerkinElmer Singapore Pte Ltd
64.	PerkinElmer Singapore Pte Ltd	Singapore	PerkinElmer International C.V.12
65.	PerkinElmer España, S.L.	Spain	Wellesley B.V.
66.	PerkinElmer Sverige AB	Sweden	Wallac Oy
67.	PerkinElmer (Schweiz) AG	Switzerland	Wellesley B.V.
68.	PerkinElmer Taiwan Corporation	Taiwan	PerkinElmer International C.V.
69.	PerkinElmer Limited	Thailand	PerkinElmer, Inc.
70.	PerkinElmer (UK) Ltd.	United Kingdom	PerkinElmer UK Holdings Ltd.
71.	PerkinElmer LAS (UK) Ltd.	United Kingdom	PerkinElmer UK Holdings Ltd.
72.	PerkinElmer Life Sciences International Holdings Limited	United Kingdom	PerkinElmer LAS, Inc.
73.	PerkinElmer Ltd.	United Kingdom	PerkinElmer UK Holdings Ltd.
74.	PerkinElmer Q-Arc Ltd.	United Kingdom	PerkinElmer UK Holdings Ltd.
75.	PerkinElmer UK Holdings Ltd.	United Kingdom	Wellesley B.V.
76.	PerkinElmer Exporters Ltd.	U.S. Virgin Islands	PerkinElmer Holdings, Inc.

⁶ PerkinElmer Holding GmbH owns 2.3%; PerkinElmer Automotive Research, Inc. owns 39.7%.

⁷ PerkinElmer Benelux B.V. owns 1.5%.

⁸ Wallac Oy owns 3%.

⁹ PerkinElmer, Inc. owns a de minimus share.

¹⁰ PerkinElmer, Inc. owns 1%.

¹¹ PerkinElmer International C.V. owns a de minimus share.

¹² PerkinElmer Instruments International Ltd. owns a de minimus share.

-2-

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-91535 and 333-66686 each on Form S-4; Registration Statement No. 333-59446 on Form S-3 and Registration Statement Nos. 2-98168, 33-36082, 33-35379, 33-49898, 33-57606, 33-54785, 33-62805, 333-8811, 333-32059, 333-32463, 33-59675, 333-50953, 333-56921, 333-58517, 333-61615, 333-65367, 333-69115, 333-70977, 333-71069, 333-81759, 333-30150, 333-61938, 333-73350, and 333-92228 each on Form S-8 of PerkinElmer, Inc. of our reports relating to (i) the financial statements of PerkinElmer, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for goodwill and intangible assets in 2002); and (ii) management’s report on the effectiveness of internal control over financial reporting, both dated March 10, 2005, appearing in the Annual Report on Form 10-K of PerkinElmer, Inc. for the year ended January 2, 2005.

/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 10, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregory L. Summe, certify that:

1. I have reviewed this Annual Report on Form 10-K of PerkinElmer, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2005 /s/ Gregory L. Summe                         Gregory L. Summe Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robert F. Friel, certify that:

1. I have reviewed this Annual Report on Form 10-K of PerkinElmer, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2005 /s/ Robert F. Friel                     Robert F. Friel Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of PerkinElmer, Inc. (the “Company”) for the period ended January 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gregory L. Summe, Chairman of the Board, Chief Executive Officer and President of the Company, and Robert F. Friel, Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) Based on my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Based on my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 11, 2005 /s/ Gregory L. Summe                         Gregory L. Summe Chairman of the Board, Chief Executive Officer and President

Dated: March 11, 2005 /s/ Robert F. Friel                                 Robert F. Friel Executive Vice President and Chief Financial Officer