8-K

                       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):



                                October 21, 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 Identification
incorporation or organization)                                                                                        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 quarter ended July 22, 2003.
These  include  risks and  uncertainties  relating  to the need to  develop  new
products and adapt to significant  technological change, dependence on customers
that operate in cyclical  industries,  general worldwide  economic slow down and
related  uncertainties,  the  effect of  changes  in  governmental  regulations,
dependence  on  customers'  capital  spending  policies and  government  funding
policies, use and protection of intellectual  property,  retention of contingent
liabilities  from  businesses  we sold,  integration  and  consolidation  of our
instrument businesses, realization of potential future savings from new sourcing
initiatives,  implementation  of a  new  branding  strategy,  implementation  of
strategies  for  improving   internal  growth,   the  effect  of  exchange  rate
fluctuations on international operations,  and potential impairment of goodwill.
While we may elect to update  forward-looking  statements  at some  point in the
future, we specifically  disclaim any obligation to do so, even if our estimates
change and, therefore,  you should not rely on these forward-looking  statements
as representing our views as of any date subsequent to today.

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 October 21, 2003.

Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition").

         On October 21, 2003, the Registrant announced its financial results for
the fiscal quarter ended September 27, 2003. The full text of the press release
issued in connection with the announcement is attached hereto as Exhibit 99 to
this Form 8-K and incorporated herein by reference.

         In accordance with the procedural guidance in SEC Release No. 33-8216,
the information contained in this Form 8-K and Exhibit 99 attached hereto is
being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item
12. Disclosure of Results of Operations and Financial Condition." The
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.






                                    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 21st day of October 2003.



                                        THERMO ELECTRON CORPORATION


                                        By:     /s/ Kenneth J. Apicerno
                                        ------------------------------------
                                       Kenneth J. Apicerno
                                       Treasurer

EX-99

                                                                     Exhibit 99

                                        FOR IMMEDIATE RELEASE
                                        Contact Information: J. Timothy Corcoran
                                        Phone:                      781-622-1111
                                        E-mail:          tim.corcoran@thermo.com
                                        Website:                  www.thermo.com


               Thermo Electron Reports Third Quarter 2003 Results

WALTHAM, Mass. (October 21, 2003) - Thermo Electron Corporation (NYSE:TMO) today
reported  that GAAP diluted  earnings  per share (EPS)  increased to $.29 in the
third quarter of 2003,  compared with $.23 in the year-ago  period.  Earnings in
2003  included  significant  after-tax  gains from the disposal of  discontinued
operations. Revenues were $497.1 million in 2003, versus $517.2 million in 2002.
Organic  revenues  declined 7 percent.  Organic  revenues  exclude the effect of
currency  translation  (which increased revenues by 4 percent) and the impact of
acquisitions  and  divestitures.  GAAP operating  margin for the quarter was 8.5
percent in 2003, versus 8.7 percent a year ago.

Adjusted EPS for the third quarter of 2003 rose 8 percent to $.27, compared with
$.25 in 2002.  Adjusted  operating  margin for the quarter  increased  110 basis
points to 11.9 percent in 2003,  compared with 10.8 percent a year ago. Adjusted
EPS and adjusted  operating margin exclude  restructuring and other costs/income
and amortization of  acquisition-related  intangible  assets.  Adjusted EPS also
excludes   income  from  the  sale  of  shares  of  FLIR  Systems  and  Thoratec
Corporation,  gains/losses  on the early  retirement  of debt,  gains/losses  on
disposal of  discontinued  operations,  tax  provisions/benefits  related to the
previous items, and benefit from tax credit carryforwards.  For a reconciliation
of these  non-GAAP  financial  measures  to the most  directly  comparable  GAAP
financial measures, see the accompanying table entitled "Consolidated  Statement
of Income."

Marijn E. Dekkers,  president and chief  executive  officer of Thermo  Electron,
said, "Our earnings  improvement  continues to gain momentum,  with increases in
productivity  outweighing  persistent industry  challenges.  We are particularly
pleased  with  the  rise  in our  adjusted  operating  margins,  which  were  up
significantly  both  year-to-year and  sequentially.  As we move into the fourth
quarter,  we are  cautiously  optimistic  that the  general  tone of business is
improving, evidenced by our significantly stronger book-to-bill ratio of 1.04.

"While  productivity  improvement  remains an important  objective,  our primary
focus is on driving revenue growth - both organically and through  acquisitions.
We are  aggressively  pursuing  numerous  commercial  initiatives  to  stimulate
growth.  In our Life and Laboratory  Sciences  sector,  for example,  we are now
packaging complete solutions under a single Thermo brand, working in partnership
with our  customers  to help them equip  their  laboratories.  We also  recently
announced the  acquisition of Jouan SA, a $92 million  business that expands our
sample  preparation and storage product line and adds  distribution  channels in
emerging markets such as Eastern Europe, Russia, and Latin America. We expect to
complete this acquisition by year-end."


Mr.  Dekkers  continued,  "Going into the fourth  quarter of 2003, we expect our
earnings  improvement  trend to continue.  Our goal is to report $.32 to $.34 in
adjusted EPS for the fourth  quarter and $1.07 to $1.09 for the full year." This
guidance  excludes  $.01  of  expense  per  quarter  from  the  amortization  of
acquisition-related intangible assets, and also excludes restructuring and other
costs/income and gains and losses from the sale of businesses,  real estate, and
our remaining interest in Thoratec,  as well as unusual items we may have in the
future.

Life and Laboratory Sciences
Third  quarter  2003  revenues  for the  Life  and  Laboratory  Sciences  sector
increased slightly to $301 million; organic revenues declined 3 percent. Ongoing
weakness in industrial markets for instrumentation and scientific  equipment was
offset  in  part  by  higher  sales  of  clinical   diagnostics  and  laboratory
informatics products during the quarter.  GAAP operating margin was 14.5 percent
in the  third  quarter  of 2003,  up from  14.3  percent  a year  ago.  Adjusted
operating  margin improved to 16.7 percent,  compared with 16.0 percent in 2002,
resulting from productivity gains.

We continue to make good progress in positioning  Thermo as the premier supplier
of laboratory products and services.  New products,  such as the Finnigan LTQ-FT
Fourier-transform mass spectrometer introduced earlier this year, are generating
strong  orders.  In  the  quarter,  we  accelerated  efforts  to  integrate  our
commercial  organization and opened One Thermo customer demonstration centers in
Frankfurt,  Paris, and Beijing.  We also formed a strategic alliance with Qiagen
N.V., a leading  supplier of  innovative  products for nucleic acid  separation,
purification,  and handling,  to co-market related  technologies for use in life
sciences research and molecular diagnostics.

Measurement and Control
Revenues in the  Measurement  and Control  sector were $147 million in the third
quarter of 2003,  versus  $155  million  in 2002;  organic  revenues  declined 8
percent.  Although  many process  markets we serve remain  weak,  some  specific
markets,  such as the steel industry,  are showing  positive signs. In addition,
homeland security  initiatives continue to generate strong sales. GAAP operating
margin increased to 7.4 percent in 2003, versus 5.6 percent a year ago. Adjusted
operating margin was 9.6 percent,  compared with 9.4 percent in 2002. To sharpen
the sector's market focus, we acquired Siemens'  Electronic  Personal  Dosimetry
business, which broadens our  radiation-monitoring  offerings, and sold our test
and measurement business to SPX Corporation - both after quarter-end.

Optical Technologies
In the  Optical  Technologies  sector,  revenues  were $52 million for the third
quarter  of 2003,  versus $65  million  in 2002.  While  continued  weakness  in
scientific  and  industrial  end-markets  resulted  in a 21  percent  decline in
organic revenues year-to-year,  sequentially, revenues were flat. GAAP operating
margin was  negative  10.3  percent for the 2003  period,  versus 0.4 percent in
2002, primarily due to the writedown of our molecular-beam epitaxy (MBE) product
line, which we sold to Oxford Instruments plc just after quarter-end. The sector
reported  adjusted  operating  margin  of 1.2  percent  in 2003,  compared  with
negative 0.6 percent last year,  reflecting the positive impact of restructuring
efforts  and  continued  productivity  improvements.   During  the  quarter,  we



announced  a strategic  alliance  with German  photonics  leader  Jenoptik AG to
develop and market thin-disk lasers, a key technology platform for the future.

Use of Non-GAAP Financial Measures

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

Specifically:

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

     o    We  exclude  the  expense   and  tax  effects   associated   with  the
          amortization  of  acquisition-related   intangible  assets  because  a
          significant  portion of the  purchase  price for  acquisitions  may be
          allocated  to  intangible  assets  that  have  lives of 5 to 10 years.
          Exclusion of the amortization  expense allows comparisons of operating
          results that are consistent over time.

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

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

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



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

Conference Call
Thermo Electron will hold its earnings conference call on Wednesday, October 22,
2003, at 11 a.m. Eastern time. To listen,  dial 888-872-9028 within the U.S., or
973-633-6740 outside the U.S. You can also listen to the call live on the Web by
visiting  www.thermo.com  and clicking on  "Investors."  An audio archive of the
call will be available in that  section of our Web site until  Friday,  November
21,  2003.  Also in that  section,  you will find  this  press  release  and the
accompanying  reconciliation  of non-GAAP  financial  measures under the heading
"News & Events."

About Thermo Electron
A world leader in high-tech instruments,  Thermo Electron Corporation helps life
science,  laboratory,  and industrial  customers advance  scientific  knowledge,
enable drug discovery,  improve manufacturing  processes, and protect people and
the environment with instruments,  scientific equipment, and integrated software
solutions. Based in Waltham, Massachusetts, Thermo Electron has revenues of more
than $2  billion,  and  employs  approximately  10,000  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 June 28, 2003. These include risks and uncertainties  relating to:
the need to develop new products and adapt to significant  technological change,
dependence on customers that operate in cyclical  industries,  general worldwide
economic  slowdown  and  related   uncertainties,   the  effect  of  changes  in
governmental regulations, dependence on customers' capital spending policies and
government  funding  policies,  use and  protection  of  intellectual  property,
retention of contingent  liabilities  from  businesses we sold,  integration and
consolidation of instrument businesses,  realization of potential future savings
from  new  sourcing  initiatives,   implementation  of  new  branding  strategy,
implementation  of  strategies  for  improving  internal  growth,  the effect of
exchange rate fluctuations on international operations, and potential impairment
of goodwill.  We undertake no obligation to publicly update any  forward-looking
statement, whether as a result of new information, future events, or otherwise.



Consolidated Statement of Income (unaudited)



                                                                                                         

                                                                                        Three Months Ended
                                                              ----------------------------------------------------------------------
                                                                        Sept. 27, 2003                       Sept. 28, 2002
                                                              ---------------------------------    ---------------------------------
(In thousands except per share amounts)                           Reported (a)    Adjusted (b)      Reported (a)       Adjusted (b)
- ------------------------------------------------------------  ---------------------------------    ---------------------------------
Revenues                                                         $    497,116     $    497,116     $    517,171       $    517,171
                                                                 ---------------  ------------     --------------     --------------
Costs and Operating Expenses:
   Cost of revenues (c)                                               271,213          271,213          288,514            286,788
   Selling, general, and administrative expenses                      131,879          131,879          137,114            137,114
   Amortization of acquisition-related intangible assets                2,470                -            2,212                  -
   Research and development expenses                                   34,900           34,900           37,553             37,553
   Restructuring and other costs, net (d)                              14,273                -            6,907                  -
                                                                 ---------------  ------------     --------------     --------------
                                                                      454,735          437,992          472,300            461,455
                                                                 ---------------  ------------     --------------     --------------

Operating Income                                                       42,381           59,124           44,871             55,716
Interest Income                                                         2,909            2,909           11,210             11,210
Interest Expense                                                       (3,551)          (3,551)          (8,864)            (8,864)
Other Income, Net (e)                                                  10,646            1,293            9,444              2,833
                                                                 ---------------  ------------     --------------     --------------
Income from Continuing Operations Before Income Taxes                  52,385           59,775           56,661             60,895
Provision for Income Taxes (f)                                        (13,388)         (15,369)         (17,644)           (18,235)
                                                                 ---------------  ------------     --------------     --------------

Income from Continuing Operations                                      38,997           44,406           39,017             42,660
Gain on Disposal of Discontinued Operations (includes
  tax benefit of $2,600)                                                9,518                -                -                  -
                                                                 ---------------  ------------     --------------     --------------
Net Income                                                       $     48,515     $     44,406     $     39,017       $     42,660
                                                                 ===============  =============    ==============     ==============
Earnings per Share from Continuing Operations:
     Basic                                                       $        .24                      $        .24
                                                                 ===============                   ==============
     Diluted                                                     $        .24                      $        .23
                                                                 ===============                   ==============
Earnings per Share (g):
                                                                 $        .30                      $        .24
                                                                 ===============                   ==============
    Diluted                                                      $        .29     $        .27     $        .23       $        .25
                                                                 ===============  =============    ==============    ===============
Weighted Average Shares:
    Basic                                                             162,531                           165,701
                                                                 ===============                   ==============
    Diluted (h)
                                                                      169,155          169,155          176,342            179,859
                                                                 ===============  =============    ==============    ===============


(a)  Reported results were determined in accordance with U.S. generally accepted
     accounting principles (GAAP).
(b)  Adjusted results exclude inventory  charges in 2002 (note c),  amortization
     of   acquisition-related   intangible   assets,   restructuring  and  other
     costs/income  (note d),  certain  other  income/expense  (note e),  the tax
     consequences  of these  items  (note f) and,  in 2003,  gain on disposal of
     discontinued operations.
(c)  Reported  results in 2002  include  $1,726,000  of charges  for the sale of
     inventories revalued at the date of acquisition.
(d)  Reported results in 2003 include  restructuring  and other items consisting
     principally  of severance;  abandoned  facility and other  expenses of real
     estate consolidation; a writedown to with a reorganization of the company's
     non-U.S.  subsidiary structure. These items are net of gains on the sale of
     businesses.
(e)  Reported  results  include  $10,329,000 of gains from the sale of shares of
     Thoratec  Corporation  in 2003,  and  $6,559,000  of gains from the sale of
     shares of FLIR Systems,  Inc. in 2002. Reported results also include losses
     of $976,000 in 2003 and gains of $52,000 in 2002 on the early retirement of
     debt. These items have been excluded from adjusted results.
(f)  Adjusted  provision for income taxes  excludes  $1,981,000  and $591,000 of
     incremental  tax benefit in 2003 and 2002,  respectively,  for the items in
     (b) through (e).
(g)  Reported  earnings  per share  excludes  interest  expense  on  convertible
     debentures  of  $871,000  and  $1,938,000,  net of tax,  in 2003 and  2002,
     respectively, for the assumed conversion for the assumed conversion of such
     convertible debentures.
(h)  Adjusted weighted average diluted shares reflect the dilutive effect on the
     convertible  debentures  of the  adjustments  to net income as described in
     notes (b) through (g).



                                                                                                             

Segment Data (i)(j)(k)(l)                                                                          Three Months Ended
                                                                                --------------------------------------------------
(In thousands except percentage amounts)                                                 Sept. 27, 2003             Sept. 28, 2002
   -------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                               $      301,451             $      300,040
                                                                                         --------------             --------------
  GAAP Operating Income                                                                          43,674                     42,771
  Cost of Revenue Charges (m)                                                                         -                        423
  Restructuring and Other Items (n)                                                               4,870                      3,038
  Amortization of Acquisition-related Intangible Assets                                           1,662                      1,659
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $       50,206             $       47,891
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                            14.5%                      14.3%
  Adjusted Operating Margin                                                                        16.7%                      16.0%


Measurement and Control
  Revenues                                                                               $      146,667             $      155,176
                                                                                         --------------             --------------
  GAAP Operating Income                                                                          10,882                      8,762
  Cost of Revenue Charges (m)                                                                         -                      1,330
  Restructuring and Other Items (n)                                                               2,662                      4,249
  Amortization of Acquisition-related Intangible Assets                                             600                        286
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $       14,144             $       14,627
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                             7.4%                       5.6%
  Adjusted Operating Margin                                                                         9.6%                       9.4%


Optical Technologies
   Revenues                                                                              $       52,141             $       64,910
                                                                                         --------------             --------------
  GAAP Operating Income (Loss)                                                                   (5,376)                       274
  Cost of Revenue Charges (m)                                                                         -                        (27)
  Restructuring and Other Items (n)                                                               5,770                       (931)
  Amortization of Acquisition-related Intangible Assets                                             208                        267
                                                                                         --------------             --------------
  Adjusted Operating Income (Loss)                                                       $          602             $         (417)
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                           (10.3%)                      0.4%
  Adjusted Operating Margin                                                                         1.2%                      (0.6%)


Consolidated (including Corporate Costs)
  Revenues                                                                               $      497,116             $      517,171
                                                                                         --------------             --------------

  GAAP Operating Income                                                                  $       42,381             $       44,871
  Cost of Revenue Charges (m)                                                                         -                      1,726
  Restructuring and Other Items (n)                                                              14,273                      6,907
  Amortization of Acquisition-related Intangible Assets                                           2,470                      2,212
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $       59,124             $       55,716
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                             8.5%                       8.7%
  Adjusted Operating Margin                                                                        11.9%                      10.8%


(i)  GAAP operating  income (loss) and GAAP operating  margin were determined in
     accordance with U.S. generally accepted accounting principles.
(j)  Adjusted  operating income (loss) and adjusted operating margin exclude the
     items  in  notes  (c)  and  (d)  and  amortization  of  acquisition-related
     intangible assets.
(k)  Segment data for 2002 has been revised, consistent with the presentation in
     2003, to reflect a realignment of several businesses among the segments and
     for an  allocation  to the  segments of some costs  previously  reported as
     corporate expenses.
(l)  Depreciation  expense  in  2003  was  $5,873,000  at  Life  and  Laboratory
     Sciences,  $2,382,000  at  Measurement  and Control,  $2,965,000 at Optical
     Technologies,  and $12,062,000  Consolidated.  Depreciation expense in 2002
     was $5,260,000 at Life and Laboratory  Sciences,  $2,723,000 at Measurement
     and  Control,   $2,901,000  at  Optical   Technologies,   and   $11,615,000
     Consolidated.
(m)  Includes items described in note (c).
(n)  Includes items described in note (d).




                                                                                                            
Consolidated Statement of Income (unaudited)                                            Nine Months Ended
                                                              ----------------------------------------------------------------------
                                                                        Sept. 27, 2003                       Sept. 28, 2002
(In thousands except per share amounts)                           Reported (a)    Adjusted (b)      Reported (a)       Adjusted (b)
- ------------------------------------------------------------  ---------------------------------    ---------------------------------
Revenues                                                          $ 1,513,726     $  1,513,726      $ 1,517,610        $ 1,517,610
                                                                  -----------     -------------     -----------        -------------
Costs and Operating Expenses:
   Cost of revenues (c)                                               830,840          830,840          835,509            832,232
   Selling, general, and administrative expenses                      408,925          408,925          412,102            412,102
   Amortization of acquisition-related intangible assets                7,402                -            5,508                  -
   Research and development expenses                                  109,353          109,353          116,933            116,933
   Restructuring and other costs, net (d)                              27,247                -           30,777                  -
                                                                  -----------     -------------     -----------        -------------
                                                                    1,383,767        1,349,118        1,400,829          1,361,267
                                                                  -----------     -------------     -----------        -------------
Operating Income                                                      129,959          164,608          116,781            156,343
Interest Income                                                        17,671           17,671           38,189             38,189
Interest Expense                                                      (15,888)         (15,888)         (32,559)           (32,559)
Other Income, Net (e)                                                  26,317            3,310          104,411             10,910
                                                                  -----------     -------------     -----------        -------------
Income from Continuing Operations Before Income Taxes and
  Minority Interest                                                   158,059          169,701          226,822            172,883
Provision for Income Taxes (f)                                        (34,532)         (45,819)         (74,945)           (53,932)
Minority Interest Income (f)                                                -                -              331                324
                                                                  -----------     -------------     -----------        -------------

Income from Continuing Operations                                     123,527          123,882          152,208            119,275
Gain on Disposal of Discontinued Operations (net of income tax
  provision of $964 in 2003; includes tax benefit of $13,408 in 2002)  14,554                -           70,370                  -
                                                                  -----------     -------------     -----------        -------------

Net Income                                                        $   138,081     $    123,882      $   222,578        $   119,275
                                                                  ===========    ==============     ===========        =============
Earnings per Share from Continuing Operations:
     Basic                                                        $       .76                       $       .89
                                                                  ===========                       ===========
     Diluted                                                      $       .75                       $       .86
                                                                  ===========                       ===========

Earnings per Share (g):
    Basic                                                         $       .85                       $      1.31
                                                                  ===========                       ===========
    Diluted                                                       $       .83     $        .75      $      1.23        $       .69
                                                                  ===========     =============     ===========        =============

Weighted Average Shares:
    Basic                                                             162,474                           170,358
                                                                  ===========                       ===========
    Diluted (h)
                                                                      171,703          171,703          190,399            185,567
                                                                  ===========     =============     ===========       ==============




(a)  Reported results were determined in accordance with U.S. generally accepted
     accounting principles (GAAP).
(b)  Adjusted results exclude inventory  charges in 2002 (note c),  amortization
     of   acquisition-related   intangible   assets,   restructuring  and  other
     costs/income  (note d),  certain  other  income/expense  (note e),  the tax
     consequences  of these  items and other tax  benefit  (note f), and gain on
     disposal of discontinued operations.
(c)  Reported  results in 2002 include charges of $1,159,000 for the abandonment
     of product  lines and  $2,118,000  of charges  for the sale of  inventories
     revalued at the date of acquisition.
(d)  Reported results in 2003 include  restructuring  and other items consisting
     principally  of severance;  abandoned  facility and other  expenses of real
     estate consolidation; a writedown to disposal value of a product line and a
     business that were sold in October 2003; net gains on the sale of a product
     line and property; and legal/advisory fees associated with a reorganization
     of the company's non-U.S.  subsidiary  structure.  Reported results in 2002
     include restructuring and other items consisting principally of charges for
     abandoned equipment at Spectra-Physics;  severance;  abandoned facility and
     other  expenses of real estate  consolidation;  cancellation  penalties  on
     capital  equipment   purchases;   impairment  of  abandoned   assets;   and
     legal/advisory  fees  associated  with a  reorganization  of the  company's
     non-U.S.  subsidiary structure. These items are net of gains on the sale of
     businesses.
(e)  Reported  results  include  $10,329,000 of gains from the sale of shares of
     Thoratec Corporation in 2003, and $13,654,000 and $94,495,000 of gains from
     the sale of shares of FLIR  Systems,  Inc. in 2003 and 2002,  respectively.
     Reported  results also include  losses of $976,000 and $994,000 in 2003 and
     2002, respectively,  on the early retirement of debt. These items have been
     excluded from adjusted results.
(f)  Adjusted results exclude $2,261,000 of incremental tax benefit in 2003, and
     $21,013,000 and $7,000 of incremental  tax provision and minority  interest
     income, respectively, in 2002, for the items in (b) through (e) and in 2003
     exclude  $9,026,000  of  tax  benefit  from  the  reversal  of a  valuation
     allowance due to expected utilization of foreign tax credit carryforwards.
(g)  Reported  earnings  per share  excludes  interest  expense  on  convertible
     debentures of  $4,417,000  and  $11,832,000,  net of tax, in 2003 and 2002,
     respectively,  for the assumed  conversion of such convertible  debentures.
     Adjusted  earnings  per share  excludes  interest  expense  on  convertible
     debentures  of  $4,417,000  and  $8,247,000,  net of tax, in 2003 and 2002,
     respectively, for the assumed conversion of such convertible debentures.
(h)  Adjusted weighted average diluted shares reflect the dilutive effect on the
     convertible  debentures  of the  adjustments  to net income as described in
     notes (b) through (g).




                                                                                                           

Segment Data (i)(j)(k)(l)                                                                          Nine Months Ended
                                                                                 --------------------------------------------------
(In thousands except percentage amounts)                                                 Sept. 27, 2003             Sept. 28, 2002

- ------------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
   Revenues                                                                              $      914,707             $      871,545
                                                                                         --------------             --------------
  GAAP Operating Income                                                                         126,582                    125,310
  Cost of Revenue Charges (m)                                                                         -                      1,230
  Restructuring and Other Items (n)                                                              11,351                      5,872
  Amortization of Acquisition-related Intangible Assets                                           4,907                      3,856
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $      142,840             $      136,268
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                            13.8%                      14.4%
  Adjusted Operating Margin                                                                        15.6%                      15.6%

Measurement and Control
  Revenues                                                                                      452,981                    460,379
                                                                                         --------------             --------------
  GAAP Operating Income                                                                          35,076                     36,065
  Cost of Revenue Charges (m)                                                                         -                      1,330
  Restructuring and Other Items (n)                                                               6,115                      5,137
  Amortization of Acquisition-related Intangible Assets                                           1,799                        850
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $       42,990             $       43,382
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                             7.7%                       7.8%
  Adjusted Operating Margin                                                                         9.5%                       9.4%


Optical Technologies
  Revenues                                                                                      154,941                    194,640
                                                                                         --------------             --------------
  GAAP Operating Loss                                                                           (10,884)                   (23,229)
  Cost of Revenue Charges (m)                                                                         -                        717
  Restructuring and Other Items (n)                                                               7,422                     17,625
  Amortization of Acquisition-related Intangible Assets                                             696                        802
                                                                                         --------------             --------------
  Adjusted Operating Loss                                                                $       (2,766)            $       (4,085)
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                            (7.0%)                    (11.9%)
  Adjusted Operating Margin                                                                        (1.8%)                     (2.1%)

Consolidated (including Corporate Costs)
  Revenues                                                                                    1,513,726                  1,517,610
                                                                                         --------------             --------------
  GAAP Operating Income                                                                         129,959                    116,781
  Cost of Revenue Charges (m)                                                                         -                      3,277
  Restructuring and Other Items (n)                                                              27,247                     30,777
  Amortization of Acquisition-related Intangible Assets                                           7,402                      5,508
                                                                                         --------------             --------------
  Adjusted Operating Income                                                              $      164,608             $      156,343
                                                                                         --------------             --------------
  GAAP Operating Margin                                                                             8.6%                       7.7%
  Adjusted Operating Margin                                                                        10.9%                      10.3%



(i)  GAAP operating  income (loss) and GAAP operating  margin were determined in
     accordance with U.S. generally accepted accounting principles.
(j)  Adjusted  operating income (loss) and adjusted operating margin exclude the
     items  in  notes  (c)  and  (d)  and  amortization  of  acquisition-related
     intangible assets.
(k)  Segment data for 2002 has been revised, consistent with the presentation in
     2003, to reflect a realignment of several businesses among the segments and
     for an  allocation  to the  segments of some costs  previously  reported as
     corporate expenses.
(l)  Depreciation  expense  in  2003  was  $17,459,000  at Life  and  Laboratory
     Sciences,  $7,680,000  at  Measurement  and Control,  $8,669,000 at Optical
     Technologies,  and $36,184,000  Consolidated.  Depreciation expense in 2002
     was $16,213,000 at Life and Laboratory Sciences,  $8,516,000 at Measurement
     and  Control,   $9,808,000  at  Optical   Technologies,   and   $36,691,000
     Consolidated.
(m)  Includes items described in note (c).
(n)  Includes items described in note (d).






                                                                                                              
Condensed Consolidated Balance Sheet (unaudited)
(In thousands)                                                                           Sept. 27, 2003              Dec. 28, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Current Assets:
  Cash and cash equivalents                                                              $      207,546              $     339,038
  Short-term available-for-sale investments                                                     185,840                    536,430
  Accounts receivable, net                                                                      423,945                    429,740
  Inventories                                                                                   338,439                    332,804
  Other current assets                                                                          141,980                    133,547
                                                                                         --------------             --------------
                                                                                              1,297,750                  1,771,559
                                                                                         --------------             --------------
Property, Plant, and Equipment, Net                                                             267,357                    272,908
                                                                                         --------------             --------------
Other Assets                                                                                    116,693                    186,390
                                                                                         --------------             --------------
Goodwill                                                                                      1,440,986                  1,416,205
                                                                                         --------------             --------------
                                                                                         $    3,122,786             $    3,647,062
                                                                                         ==============             ==============
Current Liabilities:
  Short-term obligations and current maturities of long-term obligations                         36,165                    484,480
  Other current liabilities                                                                     558,085                    619,240
                                                                                         --------------             --------------
                                                                                                594,250                  1,103,720
                                                                                         --------------             --------------
Long-term Deferred Income Taxes and Other Long-term Liabilities                                  69,118                     58,678
                                                                                         --------------             --------------
Long-term Obligations:
  Senior notes                                                                                  141,468                    141,032
  Subordinated convertible obligations                                                           77,375                    304,549
  Other                                                                                           5,105                      5,760
                                                                                         --------------             --------------
                                                                                                223,948                    451,341
                                                                                         --------------             --------------
Total Shareholders' Equity                                                                    2,235,470                  2,033,323
                                                                                         --------------             --------------
                                                                                         $    3,122,786             $    3,647,062
                                                                                         ==============             ==============