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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-K

(Mark One)

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

For the fiscal year ended December 30, 2001

OR

o  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 1-5075

PerkinElmer, Inc.

(Exact name of registrant as specified in its charter)
     
 
Massachusetts
(State or other jurisdiction of incorporation or organization)

45 William Street, Wellesley, Massachusetts
(Address of Principal Executive Offices)
  04-2052042
(I.R.S. Employer Identification No.)

02481
(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
Preferred Share Purchase Rights
  New York Stock Exchange, Inc.
New York Stock Exchange, Inc.

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 x No o

     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. o

     The aggregate market value of the common stock, $1 par value, held by nonaffiliates of the registrant on March 25, 2002, was $2,029,575,404.

     As of March 25, 2002, there were outstanding, exclusive of treasury shares, 125,632,870 shares of common stock, $1 par value.

DOCUMENTS INCORPORATED BY REFERENCE

         
PORTIONS OF PERKINELMER, INC.’S PROXY STATEMENT FOR THE 2002 ANNUAL MEETING OF STOCKHOLDERS
    PART III (Items 10, 11, 12 and 13 )




TABLE OF CONTENTS

SELECTED FINANCIAL INFORMATION for the Five Years Ended December 30, 2001
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA CONSOLIDATED INCOME STATEMENTS For the Three Years Ended December 30, 2001
CONSOLIDATED BALANCE SHEETS as of December 30, 2001 and December 31, 2000
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY for the Three Years Ended December 30, 2001
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Three Years Ended December 30, 2001
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EX-10.4 Revolving Credit Facility Agreement
EX-10.9 Form of Stock Option Grant
EX-10.10 Form of Stock Option Grant - John Engel
EX-10.12 Recievables Sale Agreement 12/21/2001
EX-10.13 Purchase and Sale Agreement 12/21/2001
EX-21 Subsidiaries of the Company
EX-99 Confirmation of Arthur Andersen LLP


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PART I

ITEM 1.     BUSINESS

      PerkinElmer, Inc. (hereinafter referred to as “PerkinElmer”, the “Company”, or the “Registrant”, which terms include the Company’s subsidiaries) is a global high technology company, providing products and systems to the life sciences, pharmaceutical, medical, chemical, semiconductor, aerospace, telecom and photographic markets. The Company has operations in over 125 countries, and is a component of the S&P 500 Index. The Company’s continuing operations are classified into three operating segments: Life Sciences, Optoelectronics, and Analytical Instruments. In 2001, the Company had sales of $1.3 billion from continuing operations. The Company was incorporated under the laws of the Commonwealth of Massachusetts in 1947.

Recent Developments

      On November 13, 2001, the Company completed the acquisition of Packard BioScience Company (“Packard”), a global developer, manufacturer and marketer of instruments, software and related consumables and services for use in drug discovery and other life sciences research. Packard generated sales of approximately $165 million during 2000. Details of the transaction and pro forma financial information were reported on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 13, 2001.

      Also in 2001, the Company approved separate plans to dispose of its Security and Detection Systems business and its Fluid Sciences business. These businesses have been reflected as discontinued operations in accordance with Accounting Principles Board Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB No. 30”). Additionally, the Company completed the sale of its Instruments for Research and Applied Science business and its Voltarc Technologies business during the fourth quarter of 2001.

Life Sciences

      The Life Sciences business unit helps solve complex analytical problems encountered in drug discovery and genetic screening laboratories by providing liquid handling, chemistry, detection and informatics products and solutions. Life Sciences offers a wide range of instrumentation, software and consumables, including reagents, based on a core expertise in fluorescent, chemiluminescent and radioactive labeling and detection of nucleic acids and proteins. In 2001, this business unit had sales of $346 million, representing 26% of the Company’s total sales from continuing operations.

      The Life Sciences business unit is composed of two businesses: drug discovery tools and genetic disease screening. Drug discovery tools represent about 80 percent of the business unit’s total sales, and genetic disease screening accounts for the remaining 20 percent. The drug discovery business offers high-throughput screening (HTS), functional genomics, and proteomics products to customers engaged in pharmaceutical, biotechnology and academic laboratory research worldwide.

      In genetic disease screening, Life Sciences provides software, reagents, and analysis tools to test for a battery of inherited disorders. These clinical screening programs serve to help diagnose, alleviate and prevent disease by identifying people most at risk. Customers include public health authorities in the United States and around the world.


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Principal Products.

      The principal products of the Life Sciences business unit include:

  •  PlateTrak™ and MiniTrak™ systems, conveyor belt-based, parallel plate processors, which are used in a variety of drug discovery and research applications and are installed at major biotech and pharmaceutical companies.
 
  •  ImageTrak™, an automated liquid handling robotics system for high-throughput screening used in drug discovery and research laboratories.
 
  •  Chemical reagents, such as DELFIA® and LANCE™, which allow both heterogenous and homogenous assays across nearly all assay types, providing flexibility for use in a range of high-thoughout screening applications.
 
  •  UltraVIEW™, a fully automated, high-resolution, live cell imaging system that allows for the observation and measurement of cellular and molecular processes in proteomics applications.
 
  •  Multilabel counters and plate readers, such as the multi-mode, ultra high-throughput ViewLUX™, which quantify the measurement of light signals in drug discovery applications.

New Products.

      New product releases by the Life Sciences business unit include key offerings for functional genomic and proteomic-based research such as:

  •  EnVision™, the first modular multi-label plate reader designed for use in high-throughput screening laboratories.
 
  •  ProXPRESS™, a Proteomics Imaging System for multiwavelength imaging, which provides high resolution and flexibility for accurate, reproducible detection of proteins.

Brand Names.

      The Life Sciences business unit offers its products under various brand names including Packard®, Wallac™ and NEN®.

Optoelectronics

      The Optoelectronics business unit provides telecommunications, specialty lighting, sensor and digital imaging solutions to customers in the health sciences, communications and industrial markets. In 2001, this business unit had sales of $416 million, representing 31% of the Company’s total sales from continuing operations.

Principal Products.

      The principal products of the Optoelectronics business unit include:

  •  Health Sciences

  Amorphous Silicon semiconductor processing, an enabling technology for digital x-ray imaging which replaces film and produces superior resolution and diagnostic capability in applications such as cancer treatments.
 
  Cermax lamps utilized in endoscopic surgery equipment found in every major hospital worldwide.
 
  Sensors used in a number of patient monitoring applications where specific gas measurements are required. For example, infrared absorbtion spectroscopy sensors are used in capnography and monitoring of anesthesia gases to analyze carbon dioxide produced by patients on respirators and anesthesia gases delivered in the operating room.

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  Single photon counting modules (SPCM) used in applications requiring the ultrasensitive detection of light. For example, SPCMs are used in single molecule detection with applications in drug discovery, gene expression analysis and protein-protein analysis.
 
  Thermopiles used to recognize thermal radiation in a wide range of applications including gas analysis. PerkinElmer Optoelectronics is a pioneer in producing these sensitive devices at high volumes.

      • Telecommunications

  CHROMOS 11, the first portable chromatic dispersion test set specifically designed for use with installed high capacity wave division multiplexing (WDM) transmission systems, including networks with integral erbium doped fiber amplifiers (EDFAs). This allows transmission system suppliers and operators to measure the total end-to-end dispersion of both repeaterless and line-amplified systems with minimum disruption.
 
  Photonic receivers operating at speeds of up to 10 gigabytes per second (Gbps) and supporting high-bandwidth needs in fiber optic communications applications, including synchronous optical networking (SONET) and dense wave division multiplexing (DWDM) transmission, as well as Fiber channel, Ethernet and Digital Video transmission.
 
  Avalanche Photodiodes (APDs), a highly sensitive photodiode which provides high responsivity between extremely fast rise and fall times at all wavelengths.
 
  Mux Arrays, which deliver precise signal monitoring and high performance in fiber optic channel monitoring and optical performance measurement.

  •  Industrial Products

  Charge-coupled display (CCD) cameras, which are used to detect defects in manufacturing processes, pilot vision systems and postal sorting.
 
  ProForm Metro, a direct imaging system which utilizes an ultraviolet laser to image directly to a newspaper printing plate. The technology yields significant time-savings relative to traditional printing methods.
 
  Mercury UV lamps, which provide high-output, long-life, low-pressure performance in air, water and food purification applications.

New Products.

      New product releases by the Optoelectronics business unit include:

  CHROMOS12, the first portable optical network dispersion field test set that measures dispersion in networks as they are being built.
 
  2.5 and 10 Gbps receiver offerings including an Avalanche Photodetector receiver for metro network applications and a PIN photodetector for digital communication applications.
 
  FX-4400 High Output bulb, which yields high throughput in analytical applications requiring large area illumination or simultaneous sample screening.
 
  Astrocam®, a cooled CCD camera offering high sensitivity and detection of very faint signals, which is used in applications such as protein quantification and fluorescent microscopy.

Brand Names.

      The Optoelectronics business unit offers its products under various brand names including Cermax®, Heimann™, Power Systems, Amorphous Silicon, and Reticon.

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Analytical Instruments

      The Analytical Instruments business unit develops, manufactures and markets sophisticated analytical instruments for research laboratories, academia, medical institutions, government agencies and a wide range of industrial applications designed to provide industry-specific ‘sample to answer’ solutions. In 2001, this business unit had sales of $568 million, representing 43% of the Company’s total sales from continuing operations.

      The Analytical Instruments business unit offers analytical tools employing technologies such as molecular and atomic spectroscopy, high-pressure liquid chromatography (HPLC), gas chromatography (GC), and thermal analysis. These instruments and related software applications allow measurement of a range of substances from bio-molecular matter to organic and inorganic chemicals and have applications in the pharmaceutical, environmental, food and beverage, chemical and semiconductor markets.

Principal Products.

      The principal products of the Analytical Instruments business unit include:

  •  The AAnalyst™ series of atomic absorption spectrometers used by customers in the environmental and chemical industries, among others, to quantify the constituents of a sample using flame, graphite furnace, mercury or hydride analysis techniques.
 
  •  The ELAN® and Optima™ families of inductively coupled plasma (ICP) systems, which are used for precision analysis of inorganic materials in the petrochemical, environmental, food and agriculture industries.
 
  •  LABWORKS™ Laboratory Information Management System (LIMS), a software application which enables scientists to store, share and create reports on instrument data in both small and large laboratory environments.
 
  •  The PYRIS™ Diamond family of thermal analysis instrumentation and software, which is used for materials property analyses by customers in the polymer and pharmaceutical markets.
 
  •  The Spectrum™ One series of molecular spectroscopy tools, which are used by scientists and lab professionals to analyze the composition of polymers and fine chemicals through the absorption of infrared light.
 
  •  TotalChrom™ chromatography data systems, which are used to acquire data from and control the operation of a laboratory’s chromatography instrumentation.

New products.

      Analytical Instruments products launched recently include:

  •  AssureID™ QA/QC Systems, which verify the identity and quality of materials used in pharmaceutical manufacturing quality assurance and quality control processes.
 
  •  The ELAN® DRC II ICP/MS, which uses Dynamic Reaction Cell technology to extend the range of inductively coupled plasma-mass spectrometry (ICP/MS) analysis to clinical, geochemical and environmental applications involving more difficult samples.
 
  •  Sombrilla™ Web-based instrument and data management software, which is used to consolidate laboratory data storage and transfer using common Web browsers.
 
  •  Spectrum™ Spotlight FT-IR Imaging System, which provides chemical images for applications such as formulation testing, product performance testing, failure analysis and drug delivery analysis.
 
  •  TurboMass™ Gold GC/MS, a quadrupole mass spectrometer used to positively identify sample constituents for environmental, chemical, flavor and fragrance, food and beverage, forensic and pharmaceutical applications.

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Brand Names.

      The Analytical Instruments business unit offers its products under various brand names including AAnalyst™, LABWORKS™, PYRIS™, Spectrum™, Optima™ and ELAN®.

Discontinued Operations

      In October 2001, the Company announced its plan to sell its Fluid Sciences business unit. The financial results for this unit are classified as discontinued operations. Fluid Sciences is a leading provider of mission-critical fluid control and containment solutions for highly demanding environments. This business unit provides precision valves, seals, bellows, pneumatic joints, coatings and subassemblies to the aerospace, semiconductor equipment, power generation, maintenance, repair and overhaul, and fluid testing markets.

      During July 2001, the Company announced its intention to sell its Security and Detection Systems business and consequently moved that business to discontinued operations. On January 3, 2002, PerkinElmer announced an agreement to sell this business to L-3 Communications for approximately $100 million. The proposed sale is currently being reviewed by the US Department of Justice and is expected to be finalized during the first half of 2002. Security and Detection Systems is a leading supplier of X-ray inspection equipment that screens airline baggage and cargo.

      On August 20, 1999, the Company sold the assets of its Technical Services business, including the outstanding capital stock of EG&G Defense Material, Inc., a subsidiary of the Company, to EG&G Technical Services, Inc., an affiliate of The Carlyle Group LP, for approximately $250 million in cash and the assumption by the buyer of certain liabilities of the Technical Services segment. Results of this unit have been classified as discontinued operations. Through its Technical Services segment, the Company provided engineering, scientific, management and technical support services to a broad range of governmental and industrial customers.

      Sales from the discontinued operations of the Technical Services, Fluid Sciences and Security and Detection Systems businesses were $271.7 million, $359.7 million and $615.1 million during 2001, 2000 and 1999, respectively.

Marketing

      All three of the Company’s business units, Life Sciences, Optoelectronics and Analytical Instruments, market their products and services through their own specialized sales forces as well as independent foreign and domestic manufacturer’s representatives and distributors. In certain foreign countries, these operating segments have entered into joint venture and license agreements with local firms to manufacture and market their products.

Raw Materials and Supplies

      Raw materials and supplies used by each of the Company’s business units are generally readily available in adequate quantities from domestic and foreign sources.

Patents and Trademarks

      While the Company’s patents, trademarks and licenses in the aggregate are important to its business, the Company does not believe that the loss of any one patent, trademark or license or group of related patents, trademarks or licenses would have a materially adverse effect on the overall business of the Company or on any of its operating segments. The Company has both trademarks and registered trademarks for a variety of its product names.

Backlog

      The Company believes that backlog is not a meaningful indicator of future business prospects for any of its strategic business units due to the short-lead time required on a majority of the Company’s sales. Therefore, we believe that backlog information is not material to an understanding of our business.

Competition

      Because of the wide range of its products and services, the Company faces many different types of competition and competitors. This affects its ability to sell its products and services and the prices at which

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such products and services are sold. Competitors range from large foreign and domestic organizations that produce a comprehensive array of goods and services, and which may have greater financial and other resources than the Company, to small concerns producing a small number of goods or services for specialized market segments.

      In the Life Sciences segment, competition is on the basis of product availability and reliability, and service level. Competitors range from multinational organizations with a wide range of products to specialized firms that in some cases have well established market niches. The Company competes in these markets on the basis of innovative technologies, product differentiation and quality. The proportion of large competitors in this segment is expected to increase through the continued consolidation of competitors.

      In the Optoelectronics segment, no single competitor competes directly with this business unit across its full product range. However, the Company does compete with specialized manufacturing companies in the manufacture and sale of specialty flashtubes and ultraspecialty lighting sources, certain photodetectors and photodiodes, switched power supplies and telecommunications products. Competition is based on price, technological innovation, operational efficiency, and product reliability and quality.

      In the Analytical Instruments segment, no single competitor competes directly with this business unit as a whole. The Company competes with instrument companies that serve particular segments of markets in industrial instrumentation and imagining detection systems. The Company competes in this segment primarily on the basis of product performance, product reliability, service and price.

Research and Development

      During 2001, 2000 and 1999, Company-sponsored research and development expenditures were approximately $81 million, $77 million and $67 million, respectively.

Environmental Compliance

      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 (a “PRP”) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period in which the Company’s responsibility is established and when the cost can be reasonably estimated. The Company has accrued $6.9 million as of December 30, 2001, representing 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 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 five 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 preliminary stages of the investigations make it impossible for the Company to reasonably estimate the range of potential exposure.

Employees

      As of March 1, 2002, the Company employed roughly 10,800 employees of which approximately 9,300 were employed within its continuing operations. Certain of the Company’s subsidiaries are parties to contracts with labor unions. The Company considers its relations with employees to be satisfactory.

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Financial Information About Operating Segments

      Sales and operating profit by segment for continuing operations for the three years ended December 30, 2001 are shown in the table below:

                         
(In thousands) 2001 2000 1999




Life Sciences
                       
Sales
  $ 346,109     $ 221,401     $ 158,009  
Operating (Loss) Profit
    (45,957 )     (3,636 )     15,768  
Optoelectronics
                       
Sales
    415,745       496,851       447,681  
Operating Profit
    45,776       96,931       40,317  
Analytical Instruments
                       
Sales
    568,200       617,280       445,145  
Operating Profit (Loss)
    78,420       56,897       (21,400 )
Other
                       
Sales
                 
Operating (Loss)
    (14,290 )     (17,523 )     (8,181 )
Continuing Operations
                       
Sales
    1,330,054       1,335,532       1,050,835  
Operating Profit
    63,949       132,669       26,504  

      The Company’s Fluid Sciences business, Security and Detection Systems business and Technical Services segment are discontinued operations and, therefore have not been included in the preceding table or in the following table. The results for the periods presented above include certain acquisition charges, restructuring charges and other nonrecurring items, which are discussed in the Management’s Discussion and Analysis section of this document.

      Sales and operating profit by segment for continuing operations for the three years ended December 30, 2001, excluding goodwill and intangibles amortization, acquisition charges, restructuring and nonrecurring items, are shown in the table below:

                         
(In thousands) 2001 2000 1999




Life Sciences
                       
Sales
  $ 346,109     $ 221,401     $ 158,009  
Operating Profit
    63,880       39,186       23,959  
Optoelectronics
                       
Sales
    415,745       496,851       447,681  
Operating Profit
    68,578       83,603       58,254  
Analytical Instruments
                       
Sales
    568,200       617,280       445,145  
Operating Profit
    72,823       61,703       40,182  
Other
                       
Sales
                 
Operating Profit (Loss)
    (13,540 )     (19,216 )     (20,678 )
Continuing Operations
                       
Sales
    1,330,054       1,335,532       1,050,835  
Operating Profit
    191,741       165,276       101,717  

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

                                                   
Depreciation and
Amortization Expense Capital Expenditures


(In thousands) 2001 2000 1999 2001 2000 1999







Life Sciences
  $ 34,885     $ 17,719     $ 6,189     $ 17,691     $ 16,239     $ 7,465  
Optoelectronics
    26,245       25,967       34,430       31,433       34,242       21,155  
Analytical Instruments
    17,952       21,172       17,019       32,295       3,881       4,818  
Other
    1,415       859       1,111       7,280       956       1,402  
     
     
     
     
     
     
 
 
Continuing operations
  $ 80,497     $ 65,717     $ 58,749     $ 88,699     $ 55,318     $ 34,840  
     
     
     
     
     
     
 
 
Discontinued operations
  $ 13,710     $ 13,431     $ 8,207     $ 13,017     $ 15,280     $ 7,593  
     
     
     
     
     
     
 
                         
Total Assets

(In thousands) 2001 2000 1999




Life Sciences
  $ 1,051,667     $ 600,168     $ 125,025  
Optoelectronics
    504,670       512,395       448,453  
Analytical Instruments
    590,452       720,195       821,271  
Other
    772,340       355,575       269,112  
     
     
     
 
    $ 2,919,129     $ 2,188,333     $ 1,663,861  
     
     
     
 

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

(In thousands) 2001 2000 1999




U.S. 
  $ 581,121     $ 551,264     $ 453,497  
United Kingdom
    85,990       86,081       48,067  
Germany
    86,192       92,926       90,604  
Japan
    83,778       75,986       71,685  
France
    45,123       41,097       26,739  
Italy
    49,068       50,228       49,496  
Other Non-U.S. 
    398,782       437,950       310,747  
     
     
     
 
    $ 1,330,054     $ 1,335,532     $ 1,050,835  
     
     
     
 
                         
Net Property, Plant And
Equipment

(In thousands) 2001 2000 1999




U.S. 
  $ 151,536     $ 126,414     $ 99,631  
Canada
    33,876       19,051       14,718  
Singapore
    15,600       12,002       10,425  
United Kingdom
    14,498       12,376       12,822  
Germany
    9,108       14,137       21,570  
Finland
    6,953       26,356       17,277  
Other Non-U.S. 
    29,961       26,430       13,119  
     
     
     
 
    $ 261,532     $ 236,766     $ 189,562  
     
     
     
 

ITEM 2.  PROPERTIES

      As of January 30, 2002 the Company’s continuing operations occupied approximately 3,227,000 square feet of building area, of which approximately 1,075,000 square feet is owned by the Company. The balance is

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leased. The Company’s headquarters occupies 53,400 square feet of leased space in Wellesley, Massachusetts. The Company’s other operations are conducted in manufacturing and assembly plants, research laboratories, administrative offices and other facilities located in nine states and 39 foreign countries.

      Non-U.S. facilities account for approximately 1,600,000 square feet of owned and leased property, or approximately 50% of the Company’s total occupied space.

      The Company’s real property leases are both short-term and long-term. In management’s opinion, the Company’s properties are well-maintained and are adequate for its present requirements.

      The following table indicates the approximate square footage of real property owned and leased attributable to each of the Company’s operating segments for continuing operations:

                         
Owned Leased Total
(Sq. Feet) (Sq. Feet) (Sq. Feet)



Life Sciences
    517,088       636,948       1,154,036  
Optoelectronics
    545,354       676,563       1,221,917  
Analytical Instruments
    12,981       784,491       797,472  
Corporate Offices
          53,552       53,552  
     
     
     
 
Continuing Operations
    1,075,423       2,151,554       3,226,977  
     
     
     
 

ITEM 3.  LEGAL PROCEEDINGS

      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. Management believes that any liability that may ultimately result from the resolution of these matters in excess of amounts provided will not have a material adverse effect on the financial position or results of operations of the Company.

      In September 2001 the Company announced that it had resolved its US Tax Court case with the Internal Revenue Service (IRS). The case, which was brought by the IRS in 1995, primarily involved accounting for gains and intercompany pricing during the years 1985 through 1994. The IRS had proposed additional tax of $74 million plus interest. The settlement, however, awarded a small refund to the Company and eliminated all outstanding disputes with the IRS.

      The Company and its subsidiary, EG&G Idaho, Inc., were named in 1998 as defendants in a lawsuit pending in the United States District Court for the District of Idaho. Filed by two former employees of EG&G Idaho under the Civil False Claims Act, the suit names as defendants six entities which were formerly, or currently are, prime contractors or subcontractors to the United States Department of Energy at the Idaho National Engineering and Environmental Laboratory. Plaintiffs allege that the defendants submitted false claims to the government for reimbursement of environmental activities which they knew or should have known had either not been performed or were performed improperly. The District Court recently granted the Company’s Motion for Summary Judgment, and dismissed most, but not all, of the allegations involving the Company. The plaintiffs may appeal that ruling. The plaintiffs have yet to quantify the damages they are seeking.

      The Company’s subsidiary, EG&G Rocky Flats, Inc., and two other companies were also named as defendants in January 2000 in a civil false claim action pending in the United States District Court for the District of Colorado involving 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. The plaintiffs have appealed the dismissal.

      The Company intends to defend itself vigorously in these matters and believes that their ultimate disposition will not have a material impact on the Company’s financial position or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.

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Table of Contents

Executive Officers of the Registrant

      Listed below are the executive officers of the Company as of March 25, 2002. No family relationship exists between any of the officers.

             
Name Position Age



Gregory L. Summe
  Chairman of the Board,
Chief Executive Officer and President
    45  
Robert F. Friel
  Senior Vice President
and Chief Financial Officer
    46  
Terrance L. Carlson
  Senior Vice President,
General Counsel and Clerk
    49  
Richard F. Walsh
  Senior Vice President     49  
John J. Engel
  Executive Vice President     40  
Stephen P. DeFalco
  Senior Vice President     41  

      Mr. Summe was named Chief Executive Officer of the Company effective January 1, 1999 and Chairman effective April 27, 1999. He was appointed President and Chief Operating Officer of the Company and elected to the Company’s Board of Directors in February 1998. Prior to joining the Company, Mr. Summe held three positions with AlliedSignal, Inc. (now Honeywell International); President of the Automotive Products Group in 1997, President of Aerospace Engines (1995 to 1997) and President of General Aviation Avionics (1993 to 1995). Prior to joining AlliedSignal, he was the general manager of commercial motors at General Electric (1992 to 1993) and a partner at McKinsey & Co., Inc. (1983 to 1992). Mr. Summe is a Director of State Street Bank and Trust Company and TRW Inc.

      Mr. Friel joined the Company in February 1999 as Senior Vice President and Chief Financial Officer. From 1997 to 1999 he was Corporate Vice President and Treasurer of AlliedSignal, Inc. Prior to that he was Vice President, Finance and Administration of AlliedSignal Engines from 1992 to 1996.

      Mr. Carlson joined the Company in June 1999 as Senior Vice President, General Counsel and Clerk. From 1997 to 1999 he was Deputy General Counsel of AlliedSignal, Inc. Prior to that he was Vice President and General Counsel of AlliedSignal Aerospace from 1994 to 1997, and from 1986 to 1994 he was a partner in the law firm of Gibson, Dunn & Crutcher.

      Mr. Walsh joined the Company in July 1998 as Senior Vice President of Human Resources. From 1989 to 1998, he served as Senior Vice President of Human Resources of ABB Americas, Inc., the U.S. based subsidiary of an international engineering company.

      Mr. Engel was elected a Vice President of the Company in April 1999, a Senior Vice President in January 2000 and Executive Vice President in May 2001. He served as President of the Optoelectronics Strategic Business Unit from March 1999 until May 2001 and now has responsibility for that business unit as well as serving as President of the Company’s Life Sciences Strategic Business Unit. Mr. Engel had been associated with AlliedSignal since 1994, serving as Vice President and General Manager of Business and General Aviation from 1997 to March 1999, Vice President of the Flight Controls Enterprise in 1996, and Director of the Radar and Collision Avoidance Enterprise from 1994 to 1995.

      Mr. DeFalco was elected a Senior Vice President in October 2000 and he has served as President of the Instruments Strategic Business Unit since that time. From June 1999 to October