The accounting policies used in preparing these statements are the same as those used in preparing the consolidated financial statements of Wilson Greatbatch Technologies, Inc., a holding company, and its wholly owned subsidiaries (collectively, the "Company") for the year ended December 28, 2001. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 28, 2001.

The foregoing balance sheet as of September 27, 2002, statements of operations for the three months and nine months ended September 27, 2002 and September 28, 2001 and statements of cash flows for the nine months ended September 27, 2002 and September 28, 2001 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of the results of these interim periods. The results of operations for the nine months ended September 27, 2002 are not necessarily indicative of results to be expected for the entire year or for any other period.

On July 9, 2002, the Company completed the acquisition of Globe Tool and Manufacturing Company, Inc., (now known as "Greatbatch-Globe") of Minneapolis, Minnesota. Greatbatch-Globe is a leading manufacturer of high-precision titanium enclosures for implantable medical devices, including pacemakers and cardioverter defibrillators. The acquisition was completed by purchasing all of the outstanding stock of Greatbatch-Globe, for approximately $48 million in cash and the assumption of approximately $9 million of debt.

The acquisition was accounted for using the purchase method and, accordingly, the results of the operations are included in the consolidated financial statements from the date of acquisition.

The assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. Unaudited pro forma consolidated results of operations information, assuming the acquisition of Greatbatch-Globe had taken place on January 1, 2001, are as follows (in thousands, except per share amounts):

Such pro forma results of operations should be read in conjunction with the Company's condensed consolidated financial statements set forth in this filing. The pro forma amounts do not purport to be indicative of the actual results that would have occurred had the transaction been consummated on January 1, 2001, or of the future results of operations.

In July 2002, in conjunction with the acquisition of Greatbatch-Globe, the Company amended its $100.0 million credit facility with a consortium of banks by increasing the total size of the facility to $120.0 million.

The amended facility consists of a $100.0 million term loan and a $20.0 million revolving line of credit. As of September 27, 2002, the balance for the term loan was $85.8 million, and there was no amount outstanding under the revolving line of credit. Both the term loan and the revolving line of credit have a term of five years, maturing in July 2007. The new credit agreement is secured by the Company's accounts receivable and inventories and requires the Company to comply with various quarterly financial covenants related to EBITDA, as it is defined in the credit agreement, and ratios of leverage, interest, fixed charges, and capitalization as they relate to EBITDA. Both the term loan and the revolving line of credit bear interest at a rate that varies with the Company's level of leverage. At current leverage levels, the applicable interest rates for both the term loan and revolving line of credit are prime plus 0.25% or LIBOR (London InterBank Offered Rate), plus 2.375%, at the Company's option. At September 27, 2002, the weighted average interest rate for the term loan was 4.3%.

Inventories consist of the following (in thousands):

Intangible assets consist of the following (in thousands):

The allocation of purchase price to intangible assets, goodwill, and identifiable assets acquired in the Greatbatch-Globe acquisition has been completed, and any required adjustments were recorded during the third quarter. Amounts reported above as of September 27, 2002, include the Greatbatch-Globe intangible assets.

During September 2002, the remaining $1.7 million net book value attributable to the Greatbatch-Hittman Noncompete/Employment Agreement was written off as Mr. Fred Hittman passed away in September 2002.

Pursuant to the implementation of Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," assembled workforce has been reclassified to goodwill as of December 29, 2001, the first day of fiscal 2002. The net book value of assembled workforce of $4,642 and accumulated amortization of $2,737 has been re-characterized from other intangible assets to goodwill.

The following tables reflect consolidated results for the nine month and quarter ended September 27, 2002, and September 28, 2001, with data adjusted as though the adoption of SFAS No. 141 and SFAS No. 142, "Goodwill and Other Intangible Assets," had occurred as of the beginning of the these periods (in thousands except per share amounts):