8-K 1 f8k02503.txt FORM 8-K - EARNINGS RELEASE FOR 4TH QUARTER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2003 ---------------------------------------- THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-8002 04-2209186 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02454-9046 (Address of principal executive offices) (Zip Code) (781) 622-1000 (Registrant's telephone number including area code) This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward Looking Statements" in the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002. These include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change, dependence on customers that operate in cyclical industries, the effect of changes in governmental regulations, dependence on customers' capital spending policies and government funding policies, integration and consolidation of the company's instrument businesses, implementation of the company's strategies for improving internal growth, the company's guarantee of obligations of a subsidiary that was spun off, the effect of exchange rate fluctuations on international operations, and potential impairment of goodwill. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Item 5. Other Events On , February 5, 2003, the Registrant issued a press release, attached hereto as Exhibit 99, regarding its financial results for the quarter ended December 28, 2002. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Exhibits 99 Press Release dated February 5, 2003. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 27th day of February 2003. THERMO ELECTRON CORPORATION By: /s. Kenneth J. Apicerno ------------------------------- Kenneth J. Apicerno Treasurer 3 Exhibit 99 Thermo Electron Reports Strong Fourth Quarter 2002 Results WALTHAM, Mass. (February 5, 2003) - Thermo Electron Corporation (NYSE:TMO) today reported GAAP diluted earnings per share (EPS) of $.51 for the fourth quarter of 2002, compared with a $.04 loss in the year-ago quarter. Fourth quarter revenues were $569 million in 2002, up 2 percent from $560 million in the same period in 2001. Eliminating favorable currency effects of 4 percent and the impact of acquisitions and divestitures, organic revenues declined by 2 percent. GAAP operating margin for the quarter was 6.8 percent in 2002, versus negative 8.7 percent in 2001. In order for investors to gain a better understanding of our operating results, we believe it is useful to present our financial results on both a GAAP and adjusted basis, consistent with how we measure our operating performance. In this regard, adjusted EPS increased 24 percent to $.31 for the fourth quarter of 2002, versus $.25 in the same period of 2001. Fourth quarter adjusted operating margin was 12.1 percent in 2002, versus 11.5 percent in the year-ago quarter. Adjusted EPS and adjusted operating margin (detailed in the accompanying schedules) exclude inventory charges, primarily for abandoned product lines; restructuring and other costs/income; amortization of acquisition-related intangibles; certain other income; gain/loss on disposal of discontinued operations; extraordinary item; and the cumulative effect of a change in accounting principle. For the 12 months ended December 28, 2002, GAAP diluted earnings per share were $1.73, versus breakeven results in 2001. Adjusted EPS rose 11 percent to $.99 in 2002, up from $.89 in 2001. Revenues declined by 5 percent to $2.09 billion in 2002, from $2.19 billion in 2001. Eliminating favorable currency effects of 1 percent and the impact of acquisitions and divestitures, organic revenues also declined by 5 percent. GAAP operating margin was 7.5 percent in 2002, versus 1.6 percent in 2001. Adjusted operating margin was 10.8 percent in 2002, versus 11.0 percent in 2001. "We are pleased to report strong EPS growth in both the quarter and the full year, despite continued pressure on the top line, as well as solid operating cash flow of $60 million from continuing operations in the fourth quarter," said Marijn E. Dekkers, president and chief executive officer of Thermo Electron. "We continue to experience softness in many of the markets we serve; nevertheless, our productivity initiatives are contributing directly to bottom-line growth and we expect this to continue in 2003. Further, we're harnessing the best of what we have to offer across Thermo in order to serve customers better and more efficiently. We have innovative new products and services in the pipeline, unparalleled depth and breadth of capabilities, and we are leveraging our expertise across the company to offer broader, more integrated solutions to meet our customers' evolving needs." Commenting on earnings guidance for the first quarter of 2003 as well as for the full year, Mr. Dekkers said, "While we're not counting on improvement in the top line in the near-term given the economic uncertainty, we believe that we are well positioned to make continued progress on the bottom line. Our goal is to deliver EPS of $.22 to $.24 for the first quarter of 2003, and $1.07 to $1.12 for the full year, excluding the items detailed above in the description of adjusted EPS." It is not feasible to provide meaningful GAAP EPS guidance because many of the items we have excluded are difficult to estimate -more- and primarily dependent on future events, such as decisions concerning the location and timing of facility consolidations, and on market conditions that affect the timing and proceeds from the sale of our remaining equity interests. Sector Results Please Note: Improvement in all three sectors' GAAP results was due in part to significant restructuring charges in the 2001 period and the absence of goodwill amortization in the 2002 period due to the adoption in 2002 of SFAS No. 142, "Goodwill and Other Intangible Assets." See the accompanying schedules for details. Organic revenue growth figures exclude the effects of acquisitions, divestitures, and currency translation. Life and Laboratory Sciences Fourth quarter 2002 revenues for the Life and Laboratory Sciences sector were $314 million, versus $305 million in 2001, with organic revenues down 1 percent. We had strong shipments of chromatography systems, magnetic-sector mass spectrometry instruments, and laboratory information management systems (LIMS). These increases were offset by lower sales at our business that provides turnkey laboratories in emerging economies, which had a particularly strong fourth quarter in 2001, and continued softness in our laboratory-equipment business. Productivity initiatives led to significant improvements in both GAAP and adjusted operating margins. On a GAAP basis, operating margin was 15.2 percent in the fourth quarter of 2002, versus 4.6 percent in 2001. Adjusted operating margin rose 200 basis-points to 19.6 percent for the quarter, up from 17.6 percent in 2001. We continue to innovate, with new customer-focused products that have been well received in the marketplace, including the TraceTM DSQ single quadrupole GC/MS system launched earlier this year, and the Shandon ExcelsiorTM Tissue Processor, a fully automatic solution for tissue processing and reagent storage and handling, which features improved processing quality and enhanced safety. We dedicate significant resources to R&D to ensure we remain on the cutting edge of technology, and we believe customers will be impressed by the host of new products we will introduce at Pittcon this March. Measurement and Control Fourth quarter 2002 revenues for the Measurement and Control sector were $171 million, versus $155 million in 2001, with organic revenues up 7 percent. We saw strong demand for our explosives trace detection equipment, driven by the congressional mandate to screen 100 percent of all checked airline baggage by the end of the 2002, and modest improvement in sales of process instruments to food and beverage and pharmaceutical customers - offset by continued weak general demand in other industrial manufacturing markets. GAAP operating margin was 6.4 percent for the 2002 quarter, versus a negative 3.4 percent in the previous year. Adjusted operating margin was 11.1 percent in 2002, up from 10.1 percent in 2001, due to higher revenues and successful productivity and integration initiatives. Our July acquisition of Saint-Gobain's radiation-monitoring products business has exceeded expectations for revenues and earnings. We continue to see strong sales of our expanded line of radiation-monitoring products used in security applications to protect public safety at borders, airports, seaports, freight and shipping facilities, and other public venues. Optical Technologies Fourth quarter 2002 revenues for the Optical Technologies sector were $86 million, versus a particularly strong quarter in 2001 of $102 million. The continued weakness in the worldwide semiconductor market and slow economic conditions for our industrial customers affected the entire sector, and organic revenues were down 16 percent. GAAP operating margin was negative 5.0 percent for the fourth quarter of 2002, versus negative 41.9 percent in 2001. Adjusted operating margin for the sector was 4.0 percent in the 2002 quarter, compared with 5.3 percent in 2001. -more- We introduced a number of new products in January, including the latest Spectra-Physics Vanguard laser - an innovative solid-state system that can replace water-cooled ion lasers and offer lower cost-of-ownership in a wide range of commercial and biomedical applications. This January, we also combined all of our lasers and photonics offerings under the Spectra-Physics name to leverage Spectra-Physics' strong brand value with a broader set of customers.
Consolidated Statement of Operations (unaudited) Three Months Ended -------------------------------------------------------------- Dec. 28, 2002 Dec. 29, 2001 ----------------------------- ------------------------------ (In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b) -------------------------------------------------------------------------------------------------------------------------- Revenues $ 568,745 $ 568,745 $ 559,708 $ 559,708 ------------- ------------- ------------- -------------- Costs and Operating Expenses: Cost of revenues (c) 323,470 317,621 322,888 310,070 Selling, general, and administrative expenses 144,235 144,235 144,493 144,493 Amortization of intangible assets (including goodwill in 2001) 2,811 - 11,628 - Research and development expenses 38,188 38,188 40,581 40,581 Restructuring and other costs, net (d) 21,369 - 88,556 - ------------- ------------- ------------- -------------- 530,073 500,044 608,146 495,144 ------------- ------------- ------------- -------------- Operating Income (Loss) 38,672 68,701 (48,438) 64,564 Interest Income 9,685 9,685 16,307 16,307 Interest Expense (8,357) (8,357) (16,038) (16,038) Other Income, Net (e) 20,170 3,233 28,499 2,797 ------------- ------------- ------------- -------------- Income (Loss) from Continuing Operations Before Income Taxes, Minority Interest, and Extraordinary Item 60,170 73,262 (19,670) 67,630 Income Tax (Provision) Benefit (17,694) (21,126) 7,829 (21,953) Minority Interest Income (Expense) - - 4,514 (64) ------------- ------------- ------------- -------------- Income (Loss) from Continuing Operations Before Extraordinary Item 42,476 52,136 (7,327) 45,613 Gain on Disposal of Discontinued Operations (includes income tax benefit of $7,600) 45,000 - - - ------------- ------------- ------------- -------------- Income (Loss) Before Extraordinary Item 87,476 52,136 (7,327) 45,613 Extraordinary Item (net of income tax benefit of $174 and income tax provision of $275) (f) (324) - 459 - ------------- ------------- ------------- -------------- Net Income (Loss) $ 87,152 $ 52,136 $ (6,868) $ 45,613 ============= ============= ============= ============== Earnings (Loss) per Share from Continuing Operations Before Extraordinary Item (g): Basic $ .26 $ (.04) ============= ============= Diluted $ .25 $ (.04) ============= ============= Earnings (Loss) per Share (h)(i): Basic $ .53 $ (.04) ============= ============= Diluted $ .51 $ .31 $ (.04) $ .25 ============= ============= ============= ============== Weighted Average Shares: Basic 163,214 177,478 ============= ============= Diluted 175,248 175,248 177,478 202,011 ============= ============= ============= ==============
(a) Reported results were determined in accordance with U.S. generally accepted accounting principles (GAAP). (b) Adjusted results exclude inventory charges (note c), amortization of acquisition-related intangible assets and, in 2001, amortization of goodwill, restructuring and other costs/income (note d), certain other income/expense (note e), gain on disposal of discontinued operations, and extraordinary item (note f). The excluded amortization decreased due to the adoption of SFAS No. 142, effective in 2002. (c) Reported results in 2002 include $5,563,000 of inventory writedowns for the abandonment of a product line and $286,000 of charges for the sale of inventories revalued at the date of acquisition. Reported results in 2001 include $12,818,000 of inventory writedowns, principally for the abandonment of product lines. (d) Reported results in 2002 include restructuring and other items consisting principally of severance; abandoned facility and other expenses of real estate consolidation; net losses on the sale of a business and property; and legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure. Reported results in 2001 include restructuring and other costs consisting principally of severance; abandoned facility and other expenses of real estate consolidation; charges for asset impairment and lease obligations on abandoned assets; net losses on sales of businesses; and investment banking, legal, and consulting fees, as well as employee-retention costs associated with the company's reorganization announced in 2000. (e) Reported results include $16,937,000 and $26,502,000 of gains from the sale of shares of FLIR Systems, Inc. in 2002 and 2001, respectively. Reported results in 2001 include $800,000 of impairment of an available-for-sale security. (f) Extraordinary item represents net gains or losses on early retirement of debt. (g) The amounts on a pro forma basis in 2001 to reflect adoption of SFAS No. 142 were as follows: reported basic $.01, reported diluted $.01. (h) The amounts on a pro forma basis in 2001 to reflect adoption of SFAS No. 142 were as follows: reported basic $.01, reported diluted $.01. (i) Adjusted earnings per share excludes interest expense on convertible debentures of $2,154,000 and $4,875,000, net of tax, in 2002 and 2001, respectively, for the assumed conversion of such convertible debentures. -more-
Segment Data (j)(k) Three Months Ended ------------------------------ (In thousands except percentage amounts) Dec. 28, 2002 Dec. 29, 2001 -------------------------------------------------------------------------------------------------------------------------- Life and Laboratory Sciences Revenues $ 314,337 $ 304,842 ------------- -------------- GAAP Operating Income 47,852 13,904 Restructuring and Other Items (l) 11,981 32,629 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 1,682 6,991 ------------- -------------- Adjusted Operating Income $ 61,515 $ 53,524 ------------- -------------- GAAP Operating Margin 15.2% 4.6% Adjusted Operating Margin 19.6% 17.6% Measurement and Control Revenues $ 170,851 $ 155,455 ------------- -------------- GAAP Operating Income (Loss) 10,871 (5,245) Restructuring and Other Items (l) 7,386 17,723 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 760 3,203 ------------- -------------- Adjusted Operating Income $ 19,017 $ 15,681 ------------- -------------- GAAP Operating Margin 6.4% (3.4%) Adjusted Operating Margin 11.1% 10.1% Optical Technologies Revenues $ 86,301 $ 101,837 ------------- -------------- GAAP Operating Loss (4,346) (42,623) Restructuring and Other Items (l) 7,432 46,560 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 369 1,434 ------------- -------------- Adjusted Operating Income $ 3,455 $ 5,371 ------------- -------------- GAAP Operating Margin (5.0%) (41.9%) Adjusted Operating Margin 4.0% 5.3% Consolidated (including Corporate Costs) Revenues $ 568,745 $ 559,708 ------------- -------------- GAAP Operating Income (Loss) 38,672 (48,438) Restructuring and Other Items (l) 27,218 101,374 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 2,811 11,628 ------------- -------------- Adjusted Operating Income $ 68,701 $ 64,564 ------------- -------------- GAAP Operating Margin 6.8% (8.7%) Adjusted Operating Margin 12.1% 11.5%
(j) GAAP operating income (loss) and GAAP operating margin were determined in accordance with U.S. generally accepted accounting principles and, in 2001, include goodwill amortization as follows: Life and Laboratory Sciences $5,899,000, Measurement and Control $2,994,000, Optical Technologies $1,066,000, Consolidated $9,959,000. Results in 2002 do not include goodwill amortization due to the adoption of SFAS No. 142, effective in 2002. (k) Adjusted operating income and adjusted operating margin exclude the items in notes (c) and (d), amortization of acquisition-related intangible assets and, in 2001, amortization of goodwill. (l) Includes items described in notes (c) and (d). -more-
Consolidated Statement of Operations Twelve Months Ended ------------------------------------------------------------- Dec. 28, 2002 Dec. 29, 2001 ----------------------------- ----------------------------- (In thousands except per share amounts) Reported (a) Adjusted (b) Reported (a) Adjusted (b) ------------------------------------------------------------------------------------------------------------------------- Revenues $ 2,086,355 $ 2,086,355 $ 2,188,210 $ 2,188,210 ------------- ------------- ------------- ------------- Costs and Operating Expenses: Cost of revenues (c) 1,158,979 1,149,853 1,229,588 1,203,493 Selling, general, and administrative expenses 556,337 556,337 573,011 573,011 Amortization of intangible assets (including goodwill in 2001) 8,319 - 47,093 - Research and development expenses 155,121 155,121 171,614 171,614 Restructuring and other costs, net (d) 52,146 - 132,702 - ------------- ------------- ------------- ------------- 1,930,902 1,861,311 2,154,008 1,948,118 ------------- ------------- ------------- ------------- Operating Income 155,453 225,044 34,202 240,092 Interest Income 47,874 47,874 68,490 68,490 Interest Expense (40,916) (40,916) (71,769) (71,769) Other Income, Net (e) 125,575 14,143 39,758 7,424 ------------- ------------- ------------- ------------- Income from Continuing Operations Before Income Taxes, Minority Interest, Extraordinary Item, and Cumulative Effect of Change in Accounting Principle 287,986 246,145 70,681 244,237 Income Tax Provision (92,987) (75,058) (26,929) (80,289) Minority Interest Income 331 324 5,840 400 ------------- ------------- ------------- ------------- Income from Continuing Operations Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle 195,330 171,411 49,592 164,348 Gain (Loss) on Disposal of Discontinued Operations, Net (includes tax benefit of $21,008 in 2002 and $22,741 in 2001) 115,370 - (50,440) - ------------- ------------- ------------- ------------- Income (Loss) Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle 310,700 171,411 (848) 164,348 Extraordinary Item (net of income tax benefit of $522 and income tax provision of $637) (f) (970) - 1,061 - ------------- ------------- ------------- ------------- Income Before Cumulative Effect of Change in Accounting Principle 309,730 171,411 213 164,348 Cumulative Effect of Change in Accounting Principle (net of income tax benefit and minority interest of $663) - - (994) - ------------- ------------- ------------- ------------- Net Income (Loss) $ 309,730 $ 171,411 $ (781) $ 164,348 ============= ============= ============= ============= Earnings per Share from Continuing Operations Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle (g): Basic $ 1.16 $ .27 ============= ============= Diluted $ 1.12 $ .27 ============= ============= Earnings (Loss) per Share (h)(i): Basic $ 1.84 $ - ============= ============= Diluted $ 1.73 $ .99 $ - $ .89 ============= ============= ============= ============= Weighted Average Shares: Basic 168,572 180,560 ============= ============= Diluted 186,611 185,824 183,916 184,387 ============= ============= ============= =============
(a) Reported results were determined in accordance with U.S. generally accepted accounting principles (GAAP). (b) Adjusted results exclude inventory charges (note c), amortization of acquisition-related intangible assets and, in 2001, amortization of goodwill, restructuring and other costs/income (note d), certain other income/expense (note e), gain (loss) on disposal of discontinued operations, extraordinary item (note f), and the cumulative effect of change in accounting principle. The excluded amortization decreased due to the adoption of SFAS No. 142, effective in 2002. (c) Reported results in 2002 include $6,722,000 of inventory writedowns for the abandonment of product lines and $2,404,000 of charges for the sale of inventories revalued at the date of acquisition. Reported results in 2001 include $26,095,000 of inventory writedowns, principally for the abandonment of product lines. (d) Reported results in 2002 include restructuring and other items consisting principally of charges for abandoned equipment leases at Spectra-Physics; severance; abandoned facility and other expenses of real estate consolidation; cancellation penalties on capital equipment purchases; impairment of abandoned assets; and legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure. These items are net of net gains on the sales of businesses. Reported results in 2001 include restructuring and other costs consisting principally of severance; abandoned facility and other expenses of real estate consolidation; charges for asset impairment and lease obligations on abandoned assets; net losses on sales of businesses; in-process research and development at an acquired business; and investment banking, legal, and consulting fees, as well as employee-retention costs associated with the company's reorganization announced in 2000. (e) Reported results include $111,432,000 and $35,117,000 of gains from the sale of shares of FLIR Systems, Inc. in 2002 and 2001, respectively. Reported results in 2001 include $2,783,000 of impairment of two available-for-sale securities that were preacquisition assets of acquired businesses. (f) Extraordinary item represents net gains or losses on early retirement of debt. (g) The amounts on a pro forma basis in 2001 to reflect adoption of SFAS No. 142 were as follows: reported basic $.48, reported diluted $.47. (h) The amounts on a pro forma basis in 2001 to reflect adoption of SFAS No. 142 were as follows: reported basic $.20, reported diluted $.20. (i) Adjusted earnings per share excludes interest expense on convertible debentures of $13,198,000 and $266,000, net of tax, in 2002 and 2001, respectively, for the assumed conversion of such convertible debentures. -more-
Segment Data (j)(k) Twelve Months Ended ---------------------------------------- (In thousands except percentage amounts) Dec. 28, 2002 Dec. 29, 2001 ------------------------------------------------------------------------------------------------------------------------- Life and Laboratory Sciences Revenues $ 1,139,671 $ 1,113,780 ------------- ------------- GAAP Operating Income 177,664 105,655 Restructuring and Other Items (l) 18,306 45,559 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 5,323 27,838 ------------- ------------- Adjusted Operating Income $ 201,293 $ 179,052 ------------- ------------- GAAP Operating Margin 15.6% 9.5% Adjusted Operating Margin 17.7% 16.1% Measurement and Control Revenues $ 614,377 $ 676,271 ------------- ------------- GAAP Operating Income 50,288 16,879 Restructuring and Other Items (l) 13,294 44,592 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 1,600 13,344 ------------- ------------- Adjusted Operating Income $ 65,182 $ 74,815 ------------- ------------- GAAP Operating Margin 8.2% 2.5% Adjusted Operating Margin 10.6% 11.1% Optical Technologies Revenues $ 342,220 $ 408,935 ------------- ------------- GAAP Operating Loss (22,139) (37,366) Restructuring and Other Items (l) 27,110 57,128 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 1,396 5,911 ------------- ------------- Adjusted Operating Income $ 6,367 $ 25,673 ------------- ------------- GAAP Operating Margin (6.5%) (9.1%) Adjusted Operating Margin 1.9% 6.3% Consolidated (including Corporate Costs) Revenues $ 2,086,355 $ 2,188,210 ------------- ------------- GAAP Operating Income 155,453 34,202 Restructuring and Other Items (l) 61,272 158,797 Amortization of Acquisition-Related Intangibles (including Goodwill in 2001) 8,319 47,093 ------------- ------------- Adjusted Operating Income $ 225,044 $ 240,092 ------------- ------------- GAAP Operating Margin 7.5% 1.6% Adjusted Operating Margin 10.8% 11.0%
(j) GAAP operating income (loss) and GAAP operating margin were determined in accordance with U.S. generally accepted accounting principles and, in 2001, include goodwill amortization as follows: Life and Laboratory Sciences $23,629,000, Measurement and Control $12,117,000, Optical Technologies $4,478,000, Consolidated $40,224,000. Results in 2002 do not include goodwill amortization due to the adoption of SFAS No. 142, effective in 2002. (k) Adjusted operating income and adjusted operating margin exclude the items in notes (c) and (d), amortization of acquisition-related intangible assets and, in 2001, amortization of goodwill. (l) Includes items described in notes (c) and (d). -more- Thermo Electron will hold its earnings conference call on Thursday, February 6, 2003, at 11 a.m. EST. To listen, dial 888-872-9028 within the U.S., or 973-633-6740 outside the U.S. The conference call will also be Webcast at www.thermo.com. Click on "Investors." An audio archive Web version of the call will also be available until February 20, 2003. Click on "Audio Archives" under "Investors" at www.thermo.com. About Thermo Electron Leading the world in high-tech instruments, Thermo Electron Corporation helps life science, laboratory, and industrial customers advance scientific knowledge, enable drug discovery, improve manufacturing processes, and protect people and the environment with instruments, scientific equipment, and sample-in/knowledge-out solutions. Based in Waltham, Massachusetts, Thermo Electron has revenues of more than $2 billion, and employs approximately 11,000 people in 30 countries worldwide. For more information, visit www.thermo.com. The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-Looking Statements" in the company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002. These include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change, dependence on customers that operate in cyclical industries, the effect of changes in governmental regulations, dependence on customers' capital spending policies and government funding policies, integration and consolidation of the company's instrument businesses, implementation of the company's strategies for improving internal growth, the company's guarantee of obligations of a subsidiary that was spun off, the effect of exchange rate fluctuations on international operations, and potential impairment of goodwill. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. # # #