UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended September 28, 2008April 5, 2009

or

 

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

Commission File Number 001-5075

PerkinElmer, Inc.

(Exact name of Registrant as specified in its Charter)

 

Massachusetts 04-2052042
(State of incorporation) (I.R.S. Employer Identification No.)

940 Winter Street

Waltham, Massachusetts 02451

(Address of principal executive offices)

(781) 663-6900

(Registrant’s telephone number, including area code)

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.    Yesþ    No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes¨    No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer þ    Accelerated filer ¨
Non-accelerated filer ¨    Smaller reporting company ¨
(Do not check if a smaller reporting company)     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes¨    Noþ

As of November 4, 2008,May 11, 2009, there were outstanding 118,107,311116,577,630 shares of common stock, $1 par value per share.

 

 

 


TABLE OF CONTENTS

 

      Page
  PART I. FINANCIAL INFORMATION  

Item 1.

  

Financial Statements

  3
  

Condensed Consolidated Income Statements

  3
  

Condensed Consolidated Balance Sheets

  4
  

Condensed Consolidated Statements of Cash Flows

  5
  

Notes to Condensed Consolidated Financial Statements

  6

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  2827
  

Overview

  2827
  

Recent Developments

28
Critical Accounting Policies and Estimates

  30
  

Consolidated Results of Continuing OperationsCritical Accounting Policies and Estimates

  30
  

Consolidated Results of Continuing Operations

31

Reporting Segment Results of Continuing Operations

  3937
  

Liquidity and Capital Resources

38

Off-Balance Sheet Arrangements

  41
  

Off-Balance Sheet ArrangementsDividends

  4542
  Dividends45
Contractual Obligations46

Effects of Recently Adopted Accounting Pronouncements

  4642
  

Effects of Recently Issued Accounting Pronouncements

43

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

Item 4.

Controls and Procedures

46
PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

  47

Item 3.1A.

  

Quantitative and Qualitative Disclosures About Market Risk Factors

  48

Item 4.2.

  Controls and Procedures49
PART II. OTHER INFORMATION
Item 1.Legal Proceedings51
Item 1A.Risk Factors51
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  5955

Item 6.4.

  

Submission of Matters to a Vote of Security Holders

55

Item 6.

Exhibits

  6056

Signature

  6158

Exhibit Index

  6259

PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements

PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

 

 Three Months Ended Nine Months Ended   Three Months Ended 
 September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
 

(In thousands, except

per share data)

   

(In thousands, except

per share data)

 

Sales

 $505,117  $435,668  $1,516,096  $1,275,858   $431,574  $458,720 

Cost of sales

  293,957   257,167   887,719   764,689    243,619   266,606 

Selling, general and administrative expenses

  131,118   106,406   406,217   317,528    128,414   130,834 

Research and development expenses

  27,526   27,691   86,534   82,848    25,973   27,847 

Restructuring and lease charges (reversals), net

  7,214   (1,432)  6,909   7,553 

Gains on settlement of insurance claim

  —     —     —     (15,346)

In-process research and development charges

  —     —     —     1,502 

Restructuring and lease charges, net

   7,823   —   
                   

Operating income from continuing operations

  45,302   45,836   128,717   117,084    25,745   33,433 

Interest and other expense, net

  6,050   5,280   16,308   11,476    4,837   5,310 
                   

Income from continuing operations before income taxes

  39,252   40,556   112,409   105,608    20,908   28,123 

(Benefit from) provision for income taxes

  (4,506)  9,454   13,482   26,384 

Provision for income taxes

   5,847   7,384 
                   

Net income from continuing operations

  43,758   31,102   98,927   79,224    15,061   20,739 

Loss from discontinued operations, net of income taxes

  —     —     (4,166)  —      (2,913)  (232)

Gain (loss) on disposition of discontinued operations, net of income taxes

  8,144   (357)  985   (100)

Loss on disposition of discontinued operations, net of income taxes

   (1,589)  (369)
                   

Net income

 $51,902  $30,745  $95,746  $79,124   $10,559  $20,138 
                   

Basic earnings (loss) per share:

       

Continuing operations

 $0.37  $0.26  $0.84  $0.66   $0.13  $0.18 

Loss from discontinued operations, net of income taxes

  —     —     (0.04)  —      (0.03)  (0.00)

Gain (loss) on disposition of discontinued operations, net of income taxes

  0.07   —     0.01   —   

Loss on disposition of discontinued operations, net of income taxes

   (0.01)  (0.00)
                   

Net income

 $0.44  $0.26  $0.81  $0.66   $0.09  $0.17 
                   

Diluted earnings (loss) per share:

       

Continuing operations

 $0.37  $0.26  $0.83  $0.65   $0.13  $0.18 

Loss from discontinued operations, net of income taxes

  —     —     (0.03)  —      (0.02)  (0.00)

Gain (loss) on disposition of discontinued operations, net of income taxes

  0.07   —     0.01   —   

Loss on disposition of discontinued operations, net of income taxes

   (0.01)  (0.00)
                   

Net income

 $0.43  $0.26  $0.80  $0.65   $0.09  $0.17 
                   

Weighted average shares of common stock outstanding:

       

Basic

  118,347   117,583   117,821   119,393    116,408   117,305 

Diluted

  119,609   119,453   119,029   121,135    116,552   118,459 

Cash dividends per common share

 $0.07  $0.07  $0.21  $0.21   $0.07  $0.07 

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

PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

  September 28,
2008
 December 30,
2007
   April 5,
2009
 December 28,
2008
 
  (In thousands, except share
and per share data)
   (In thousands, except share
and per share data)
 

Current assets:

      

Cash and cash equivalents

  $188,808  $203,348   $162,049  $179,110 

Accounts receivable, net

   345,251   337,659    292,105   327,636 

Inventories, net

   218,868   202,394    204,172   197,967 

Other current assets

   111,480   98,797    107,817   111,087 

Current assets of discontinued operations

   664   750    14,382   14,947 
              

Total current assets

   865,071   842,948    780,525   830,747 
              

Property, plant and equipment, net:

      

At cost

   610,034   579,771    560,549   570,257 

Accumulated depreciation

   (400,919)  (378,885)   (362,205)  (365,843)
              

Property, plant and equipment, net

   209,115   200,886    198,344   204,414 

Marketable securities and investments

   4,141   5,919    3,078   3,459 

Intangible assets, net

   466,821   479,209    449,493   452,473 

Goodwill

   1,419,010   1,355,656    1,385,268   1,396,292 

Other assets, net

   55,757   59,451    36,286   38,760 

Long-term assets of discontinued operations

   1,343   5,268    5,499   5,622 
              

Total assets

  $3,021,258  $2,949,337   $2,858,493  $2,931,767 
              

Current liabilities:

      

Short-term debt

  $40  $562   $40  $40 

Accounts payable

   184,857   186,388    143,347   169,447 

Accrued restructuring and integration costs

   13,416   12,821    10,845   5,904 

Accrued expenses

   317,434   346,778    297,954   323,815 

Current liabilities of discontinued operations

   5,222   1,049    16,659   17,036 
              

Total current liabilities

   520,969   547,598    468,845   516,242 
              

Long-term debt

   544,050   516,078    544,030   509,040 

Long-term liabilities

   321,155   310,384    330,317   335,354 

Long-term liabilities of discontinued operations

   2,900   3,188 
              

Total liabilities

   1,386,174   1,374,060    1,346,092   1,363,824 
              

Commitments and contingencies (see Note 18)

   

Commitments and contingencies (see Note 19)

   

Stockholders’ equity:

      

Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding

   —     —      —     —   

Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 118,084,000 and 117,585,000 shares at September 28, 2008 and December 30, 2007, respectively

   118,084   117,585 

Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 116,451,000 and 117,112,000 shares at April 5, 2009 and December 28, 2008, respectively

   116,451   117,112 

Capital in excess of par value

   256,819   257,850    237,143   246,549 

Retained earnings

   1,213,052   1,142,135    1,237,915   1,235,521 

Accumulated other comprehensive income

   47,129   57,707 

Accumulated other comprehensive loss

   (79,108)  (31,239)
              

Total stockholders’ equity

   1,635,084   1,575,277    1,512,401   1,567,943 
              

Total liabilities and stockholders’ equity

  $3,021,258  $2,949,337   $2,858,493  $2,931,767 
              

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

PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 Nine Months Ended   Three Months Ended 
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
 (In thousands)   (In thousands) 

Operating activities:

     

Net income

 $95,746  $79,124   $10,559  $20,138 

Add: loss from discontinued operations, net of income taxes

  4,166   —      2,913   232 

Add: (gain) loss on disposition of discontinued operations, net of income taxes

  (985)  100 

Add: loss on disposition of discontinued operations, net of income taxes

   1,589   369 
             

Net income from continuing operations

  98,927   79,224    15,061   20,739 

Adjustments to reconcile net income from continuing operations to net cash provided by continuing operations:

     

Restructuring and lease charges, net

  6,909   7,553    7,823   —   

Depreciation and amortization

  67,641   57,144    21,601   21,597 

Stock-based compensation

  13,758   10,625    3,806   5,209 

Amortization of deferred debt issuance costs

  1,431   221    635   381 

Gains on settlement of insurance claim

  —     (15,346)

Gains on dispositions, net

  (1,158)  (697)   —     (889)

In-process research and development charges

  —     1,502 

Amortization of acquired inventory revaluation

  —     2,492    215   —   

Changes in operating assets and liabilities which (used) provided cash, excluding effects from companies purchased and divested:

  

Changes in operating assets and liabilities which provided (used) cash, excluding effects from companies purchased and divested:

   

Accounts receivable, net

  (440)  2,308    20,406   6,953 

Inventories, net

  (15,284)  (8,861)   (12,527)  (11,427)

Accounts payable

  (5,003)  (1,949)   (20,784)  3,957 

Accrued expenses and other

  (35,965)  (23,743)   (17,409)  (21,658)
             

Net cash provided by operating activities of continuing operations

  130,816   110,473    18,827   24,862 

Net cash used in operating activities of discontinued operations

  (3,547)  (114)   (3,882)  (9,257)
             

Net cash provided by operating activities

  127,269   110,359    14,945   15,605 

Investing activities:

     

Capital expenditures

  (33,418)  (37,988)   (5,632)  (6,703)

Proceeds from dispositions of property, plant and equipment, net

  —     10,787 

Proceeds from surrender of life insurance policies

  —     1,601 

Changes in restricted cash balances

  334   —      1,412   —   

Payments for business development activity

  (160)  (1,140)   —     (144)

Proceeds from disposition of investments, net

  1,158   1,029    —     889 

Payments for acquisitions and investments, net of cash and cash equivalents acquired

  (87,252)  (44,016)   (28,311)  (76,232)
             

Net cash used in investing activities of continuing operations

  (119,338)  (69,727)   (32,531)  (82,190)

Net cash (used in) provided by investing activities of discontinued operations

  (68)  800 

Net cash used in investing activities of discontinued operations

   —     (621)
             

Net cash used in investing activities

  (119,406)  (68,927)   (32,531)  (82,811)

Financing activities:

     

Payments on debt

  (531,500)  (182,431)   (71,564)  (305,000)

Proceeds from borrowing

  409,500   271,462 

Proceeds from sale of senior debt

  150,000   —   

Proceeds from borrowings

   105,000   355,000 

Payment of debt issuance costs

  (1,969)  (415)   (7)  (585)

Settlement of cash flow hedges

  (11,702)  —   

Decrease in other credit facilities

  (511)  (861)

Tax benefit from exercise of common stock options

  359   5,987 

Payments on other credit facilities

   (10)  (16)

Tax (expense) benefit from exercise of common stock options

   (76)  4 

Proceeds from issuance of common stock under stock plans

  43,435   30,223    304   646 

Purchases of common stock

  (57,139)  (176,031)   (14,577)  (408)

Dividends paid

  (24,805)  (25,410)   (8,205)  (8,236)
             

Net cash used in financing activities

  (24,332)  (77,476)

Net cash provided by financing activities

   10,865   41,405 
             

Effect of exchange rate changes on cash and cash equivalents

  1,929   5,886    (10,340)  7,715 
             

Net decrease in cash and cash equivalents

  (14,540)  (30,158)   (17,061)  (18,086)

Cash and cash equivalents at beginning of period

  203,348   191,059    179,110   203,348 
             

Cash and cash equivalents at end of period

 $188,808  $160,901   $162,049  $185,262 
             

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

PERKINELMER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by PerkinElmer, Inc. (the “Company”), without audit, in accordance with the accounting principles generally accepted in the United States (the “U.S.”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information in the footnote disclosures of these financial statements has been condensed or omitted where it substantially duplicates information provided in the Company’s latest audited financial statements in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 30, 2007,28, 2008, filed with the SEC (the “2007“2008 Form 10-K”). The balance sheet amounts at December 30, 200728, 2008 in this report were derived from the Company’s audited 20072008 consolidated financial statements included in the 20072008 Form 10-K. The financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods indicated. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for the ninethree months ended September 28,April 5, 2009 and March 30, 2008, and September 30, 2007, respectively, are not necessarily indicative of the results for the entire fiscal year or any future period.

Recently Adopted Accounting Pronouncements

In September 2006,December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157,“Fair Value Measurements” (“SFAS No. 157”), which clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability, establishes a fair value hierarchy that prioritizes the information used to develop those assumptions, and expands the related disclosure requirements. Under the standard, fair value measurements are to be separately disclosed by level within the fair value hierarchy. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 defines fair value based upon an exit price model. The FASB also issued FASB Staff Position (“FSP”) No. 157-2 in February 2008 (“FSP No. 157-2”). FSP No. 157-2 delays the effective date of the application of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized at fair value in the financial statements on a nonrecurring basis. The Company adopted SFAS No. 157 as of December 31, 2007, with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities. See Note 17, below, for additional details.

In February 2007, the FASB issued SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 provides entities with an option to report selected financial assets and liabilities at fair value, with the objective to reduce both the complexity in accounting for financial instruments, and the volatility in earnings caused by measuring related financial assets and liabilities differently. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. The Company adopted SFAS No. 159 as of December 31, 2007, and to date has not elected to measure any additional financial instruments and other items at fair value. Therefore, material financial assets and liabilities not carried at fair value, such as the Company’s short-term and long-term debt obligations and trade accounts receivable and accounts payable, are still reported at their carrying values. Any future transacted financial asset or liability will be evaluated for the fair value election as prescribed by SFAS No. 159.

In March 2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-10,“Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements” (“EITF No. 06-10”). EITF No. 06-10 provides guidance for determining a liability for the post-retirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. The Company adopted EITF No. 06-10 as of December 31, 2007 and the adoption did not have an impact on its consolidated financial statements.

In June 2007, the FASB ratified EITF Issue No. 07-3,“Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities” (“EITF No. 07-3”). EITF No. 07-3 requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred, capitalized and recognized as an expense as the goods are delivered or the related services are performed. The Company adopted EITF No. 07-3, on a prospective basis, as of December 31, 2007 and the adoption did not have an impact on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162,“The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with GAAP. With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69,“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company has evaluated the requirements of SFAS No. 162 and has determined that it will not have a significant impact on its determination or reporting of financial results.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007),“Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements significant aspects of a business combination. Under SFAS No. 141(R), acquisition costs willare generally be expensed as incurred; noncontrolling interests will beare valued at fair value at the acquisition date; in-process research and development will beis recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination willare generally be expensed subsequent to the acquisition date; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) amends SFAS No. 109,“Accounting for Income Taxes,” such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. Early adoption is not permitted. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. The Company will be required to adoptadopted SFAS No. 141(R) in the first quarter of fiscal year 2009. The Company is currently evaluating the requirementsadoption of SFAS No. 141(R) and hasdid not yet determinedhave a significant impact on the impactCompany’s acquisition activity in the first quarter of its adoption on its consolidated financial statements.fiscal year 2009.

In December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest,

changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and

distinguish between the interests of the parent and the interests of the noncontrolling owners. The Company will be required to adoptadopted SFAS No. 160 in the first quarter of fiscal year 2009. The Company is currently evaluating the requirementsadoption of SFAS No. 160 and hasdid not yet determinedhave a significant impact on the impact, if any, of its adoption on itsCompany’s condensed consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”(“SFAS No. 161”). SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133,“Accounting for Derivative Instruments and Hedging Activities,”Activities” (“SFAS No. 133”), as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. SFAS No. 161 establishes principles and requirements for how an entity identifies derivative instruments and related hedged items that affect its financial position, financial performance, and cash flows. SFAS No. 161 also establishes disclosure requirements that the fair values of derivative instruments and their gains and losses are disclosed in a tabular format, that derivative features which are credit-risk related be disclosed to provide clarification to an entity’s liquidity and cross-referencing within footnotes. The Company will be required to adoptadopted SFAS No. 161 in the first quarter of fiscal year 2009. The Company is currently evaluating2009 and has evaluated the requirements of SFAS No. 161, and haswhich provides for additional disclosure on the Company’s derivative instruments. The adoption of SFAS No. 161 did not yet determinedhave a significant impact on the impact of its adoption on itsCompany’s condensed consolidated financial statements. See Notes 17 and 18 for the Company’s disclosure on derivative instruments and hedging activities.

In April 2008, the FASB issued FSPFASB Staff Position (“FSP”) No. 142-3,“Determination of the Useful Life of Intangible Assets”(“FSP No. 142-3”). FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,“Goodwill and Other Intangible Assets” (“SFAS No. 142”). The objective of FSP No. 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other accounting principles. FSP No. 142-3 applies to all intangible assets, whether acquired in a business combination or otherwise, and early adoption is prohibited. The Company adopted FSP No. 142-3 in the first quarter of fiscal year 2009. The adoption of FSP No. 142-3 did not have a significant impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 141(R)-1,“Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP No. 141(R)-1”), which amends and clarifies the initial recognition and measurement, subsequent measurement and accounting, and related disclosures of assets and liabilities arising from contingencies in a business combination under SFAS No. 141(R). FSP No. 141(R)-1 is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after December 15, 2008. The Company adopted FSP No. 141(R)-1 in the first quarter of fiscal year 2009 in conjunction with the adoption of SFAS No. 141(R). The adoption of FSP No. 141(R)-1 did not have a significant impact on the Company’s acquisition activity in the first quarter of fiscal year 2009.

Recently Issued Accounting Pronouncements

In December 2008, the FASB issued FSP No. 132(R)-1,“Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP No. 132(R)-1”), which requires additional disclosures for employers’ pension and other postretirement benefit plan assets. Pension and other postretirement benefit plan assets were not included within the scope of SFAS No. 157,“Fair Value Measurements” (“SFAS No. 157”). FSP No. 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to the disclosures required under SFAS No. 157, including the investment policies and strategies for the major categories of plan assets, and significant concentrations of risk within plan assets. FSP No. 132(R)-1 will be effective for fiscal years ending after December 15, 2009, with earlier application permitted. Upon initial application, the provisions

of FSP No. 132(R)-1 are not required for earlier periods that are presented for comparative purposes. The Company will be required to adopt FSP No. 142-3132(R)-1 in the firstfourth quarter of fiscal year 2009. FSP No. 132(R)-1 provides only disclosure requirements; the adoption of this standard will not have a material impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 157-4,“Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. 157-4”). FSP No. 157-4 amends SFAS No. 157 and provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly for fair value measurements. FSP No. 157-4 will be applied prospectively with retrospective application not permitted, and will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP No. 157-4 must also early adopt FSP No. 115-2 and 124-2,“Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP No. 115-2 and 124-2”). Additionally, if an entity elects to early adopt either FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP No. 107-1 and APB 28-1”) or FSP No. 115-2 and 124-2, it must also elect to early adopt FSP No. 157-4. The Company will be required to adopt FSP No. 157-4 in the second quarter of fiscal year 2009. The Company is currently evaluating the requirements of FSP No. 142-3157-4 and hasdoes not yet determinedbelieve that it will have a significant impact on the impact of its adoption on itsCompany’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 115-2 and 124-2. FSP No. 115-2 and 124-2 amends SFAS No. 115,“Accounting for Certain Investments in Debt and Equity Securities,” SFAS No. 124,“Accounting for Certain Investments Held by Not-for-Profit Organizations,” and EITF Issue No. 99-20,“Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to make the other-than-temporary impairments guidance found therein more operational and to improve the presentation of other-than-temporary impairments in financial statements. FSP No. 115-2 and 124-2 will replace the existing requirement that an entity’s management assert it has both the intent and ability to hold an impaired debt security until recovery with a requirement that management assert it does not have the intent to sell the security, and it is more likely than not that the entity will not have to sell the security before recovery of its cost basis. FSP No. 115-2 and 124-2 provides increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold and also requires increased and more frequent disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. Although FSP No. 115-2 and 124-2 does not result in a change in the carrying amount of debt securities, it does require that the portion of an other-than-temporary impairment not related to a credit loss for a held-to-maturity security be recognized in a new category of other comprehensive income and be amortized over the remaining life of the debt security as an increase in the carrying value of the security. FSP No. 115-2 and 124-2 will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt FSP No. 115-2 and 124-2 only if it also elects to early adopt FSP No. 157-4. Also, if an entity elects to early adopt either FSP No. 157-4 or FSP No. 107-1 and APB 28-1, the entity also is required to early adopt FSP No. 115-2 and 124-2. The Company will be required to adopt FSP No. 115-2 and 124-2 in the second quarter of fiscal year 2009. The Company is currently evaluating the requirements of FSP No. 115-2 and 124-2 and does not believe that it will have a significant impact on the Company’s condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 107-1 and APB 28-1. FSP No. 107-1 and APB 28-1 amends SFAS No. 107,“Disclosures about Fair Value of Financial Instruments” (“SFAS No. 107”), to require disclosures about fair value of financial instruments not measured on the balance sheet at fair value in interim financial statements as well as in annual financial statements. Prior to FSP No. 107-1 and APB 28-1, fair values for these assets and liabilities were only disclosed annually. FSP No. 107-1 and APB 28-1 applies to all financial instruments within the scope of SFAS No. 107 and requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. FSP No. 107-1 and APB 28-1 will be

effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt FSP No. 107-1 and APB 28-1 only if it also elects to early adopt FSP No. 157-4 and FSP No. 115-2 and 124-2. FSP No. 107-1 and APB 28-1 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, FSP No. 107-1 and APB 28-1 requires comparative disclosures only for periods ending after initial adoption. The Company will be required to adopt FSP No. 107-1 and APB 28-1 in the second quarter of fiscal year 2009. The Company is currently evaluating the requirements of FSP No. 107-1 and APB 28-1 and does not believe that it will have a significant impact on the Company’s condensed consolidated financial statements.

Note 2: Acquisitions

Acquisition of VaConics Lighting, IncAnalytica of Branford, Inc.. In May 2008,2009, the Company acquired specified assets and assumed specified liabilitiesthe outstanding stock of VaConics Lighting,Analytica of Branford, Inc. (“VaConics”Analytica”),. Analytica is a leading providerdeveloper of custommass spectrometry and standard ceramic Xenon arc lamps. Thision source technology. The Company expects this acquisition is expected to expand the Company’s Xenon lighting technology by increasing the Company’s offerings of lamp operations that include mobile phone cameras, medical endoscopes, surgical headlamps, forensic analyses, video projectors, searchlights, and infrared lighting. Consideration for this transaction was approximately $3.9 million in cash. During the second quarter of fiscal year 2008,allow the Company paid VaConics approximately $0.1 million for net working capital adjustments.to offer its customers access to critical technologies such as time-of-flight and quadrupole mass spectrometers and new ion sources that provide more complete information as well as better throughput. The Company will also gain significant intellectual property in the field of mass spectrometry and ion source technology. The excess of the purchase price over the fair value of the acquired net assets has been allocatedrepresents cost and revenue synergies specific to goodwill, all of which is tax deductible. The operations for this acquisition are reported within the results of the Company’s Optoelectronics segment from the acquisition date.

Acquisition of LabMetrix Technologies S.A. In March 2008, the Company acquired allas well as non-capitalizable intangible assets, such as the employee workforce acquired. The Company paid the shareholders of the stock of LabMetrix Technologies S.A. (“LabMetrix”) and acquired specified assets and assumed specified liabilities of LabMetrix Technologies Ltd. and LabMetrix Technologies, Inc., a provider of metrology-based multi-vendor analytical instrument qualification solutions. This acquisition is expected to add technology, tools, processes and compliance expertise to the Company’s suite of OneSource® laboratory services by strengthening its support of customers in a wide range of industries including the pharmaceutical, medical device, food, toy and other

consumer goods industries. Consideration for this transaction wasAnalytica approximately $4.3$24.0 million in cash plus potential additional contingent consideration. The Company determined that $1.9 million of the contingent consideration was probable and recorded the accrual at the date offor this acquisition. During the third quarter of fiscal year 2008, the Company received approximately $0.1 million from the former shareholders of LabMetrix for net working capital adjustments. The excess of the purchase price over the fair value of the acquired net assets has beenwill be allocated to goodwill. None of the goodwill, related to the LabMetrix acquisition iswhich may be tax deductible and all ofif elected by the goodwill relatedCompany. The Company expects to report the LabMetrix Technologies Ltd. and LabMetrix Technologies, Inc. acquisitions is tax deductible. The operations for this acquisition are reported within the results of the Company’s Life and Analytical SciencesEnvironmental Health segment from the acquisition date.

Acquisition of Newborn Metabolic Screening Business from Pediatrix Medical Group,Opto Technology Inc. In February 2008,January 2009, the Company acquired the outstanding stock of Pediatrix Screening, Inc., which constituted the newborn metabolic screening business of Pediatrix Medical Group, Inc., and is now known as PerkinElmer Genetics,Opto Technology Inc. (“PKI Genetics”Opto Technology”). PKI Genetics provides neonatal screeningOpto Technology is a supplier of light-emitting diode based lighting components and consultative services to hospitals, medical groups and various states. Thissubsystems. The Company expects this acquisition is expected to expand the Company’s capabilitiesits portfolio of high brightness LED components by adding optical subsystems to supplyprovide energy efficient solid state laboratories and other agencies with comprehensive newborn screening solutions. Consideration for this transaction was approximately $66.3 million in cash. During the second quarter of fiscal year 2008, the Company received approximately $0.3 million from Pediatrix Medical Group, Inc. for net working capital adjustments.lighting solutions to original equipment manufacturers. The excess of the purchase price over the fair value of the acquired net assets has been allocatedrepresents cost and revenue synergies specific to goodwill, which may be tax deductible if elected by the Company.Company as well as non-capitalizable intangible assets, such as the customer base acquired. The operationsCompany paid the shareholders of Opto Technology approximately $20.6 million in cash for this acquisition are reported withinplus $8.0 million in potential additional contingent consideration, of which the resultsCompany recorded $4.9 million as the fair value at the acquisition date. During the first quarter of fiscal year 2009, the Company’s Life and Analytical Sciences segmentCompany received approximately $0.2 million from the acquisition date.

Acquisitionformer shareholders of ViaCell, Inc. In November 2007, the Company completed a tender offerOpto Technology for all of the outstanding shares of common stock of ViaCell, Inc. (“ViaCell”), at a price of $7.25 per share. ViaCell specializes in the collection, testing, processing and preservation of umbilical cord blood stem cells. The addition of ViaCell’s ViaCord® product offering for the preservation of umbilical cord blood, and its sales and marketing organization, has facilitated the expansion of the Company’s neonatal and prenatal businesses. Aggregate consideration for this transaction was approximately $295.8 million in cash, which excludes $31.8 million in acquired cash.net working capital adjustments. The excess of the purchase price over the fair value of the acquired net assets has been allocated to goodwill, none of which is tax deductible. The Company reports the operations for this acquisition are reported within the results of the Company’s Life and Analytical SciencesEnvironmental Health segment from the acquisition date.

Following the ViaCellThe Opto Technology acquisition the Company committed to a preliminary plan of integration of certain ViaCell activities that included workforce reductions and the partial closure of an excess facility. Through the second quarter of fiscal year 2008, the Company recorded a $2.4 million liability for severance and the partial closure of an excess facility with a corresponding adjustment to goodwill in accordance with EITF Issue No. 95-3,“Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF No. 95-3”). The Company finalized the integration plan and all actions related to this plan as of June 29, 2008.

Following the ViaCell acquisition, the Company’s Board of Directors (the “Board”) approved a plan to sell the ViaCyteSM and Cellular Therapy Technology businesses that were acquired with ViaCell. The ViaCyteSM business focused on the development of a proprietary media intended for the cryopreservation of human unfertilized oocytes. The Cellular Therapy Technology business focused on the development and sale of unrestricted somatic stem cell products which are derived from umbilical cord blood. The Company determined that both businesses do not strategically fit with the other products offered by the Life and Analytical Sciences segment. The Company also determined that without investing capital into the operations of both businesses, the Company could not effectively compete with larger companies that focus on the market for such products. After careful consideration, the Company decided in the second quarter of fiscal year 2008 to close the ViaCyteSM and Cellular Therapy Technology businesses, recording a pre-tax loss of $8.3 million for severance and facility closure costs. The Company has classified the results and closure of the ViaCyteSM and Cellular Therapy Technology businesses as discontinued operations in the accompanying financial statements. See Note 11, below, for additional details.

The acquisitions werewas accounted for using the purchaseacquisition method of accounting. Allocation of the purchase price for the acquisitionsacquisition was based on estimates of the fair value of the net assets acquired, and is subject to adjustment upon finalization of the purchase price allocation. The fair values assigned to contingent consideration, tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Contingent consideration has been measured at fair value at the acquisition date with changes in the fair value after the acquisition date affecting earnings. The excess purchase price over those assigned values was recorded as goodwill. In accordance with SFAS No. 142, goodwill is reviewed at least annually for impairment. Purchased intangibles with finite lives will be amortized over their respective estimated useful lives. See Note 13 below for additional details.

In connection withAs of April 5, 2009, the purchase price and related allocations, the Company estimates the fair value of deferred revenue assumed in connection with these acquisitions. The estimated fair value of deferred revenue is determined by the legal performance obligation at the date of acquisition, and is generally based on the nature of the activities to be performed and the related costs to be incurred after consummation. The fair value of an assumed liability related to deferred revenue is estimated based on the current market cost of fulfilling the obligation, plus a normal profit margin thereon. The estimated costs to fulfill the deferred revenue are based on the historical direct costs related to providing the services. The Company does not include any costs associated with selling efforts, research and development, or the related fulfillment margins on these costs. In most acquisitions, profit associated with selling efforts is excluded because the acquired entities would have concluded the selling effort on the support contracts prior to the acquisition date. The estimated research and development costs are not included in the fair value determination, as these costs are not deemed to represent a legal obligation at the time of acquisition. The sum of the costs and operating income approximates, in theory, the amount that the Company would be required to pay a third-party to assume the obligation. As a result of purchase accounting, the Company recognized the deferred revenue related to the ViaCell acquisition at fair value, and did not recognize $18.1 million of deferred revenue that would have been otherwise recognized in future periods.

As of September 28, 2008, the purchase price and related allocationsallocation for the ViaCell, PKI Genetics, LabMetrix and VaConics acquisitions wereOpto Technology acquisition was preliminary. The preliminary andallocation may be revised as a result of adjustments made to the purchase price, as well as additional information regarding assets and liabilities assumed, including contingent liabilities, deferred

taxes and revisions of preliminary estimates of fair values made at the date of purchase. TheFor acquisitions subject to SFAS No. 141(R), during the measurement period, the Company will recognize additional assets or liabilities if new information is not awareobtained about facts and circumstances that existed as of any informationthe acquisition date that, indicatesif known, would have resulted in the final purchase price allocation will differ materially from the preliminary estimates,recognition of those assets and theliabilities as of that date. The Company expects to completefinalize any outstanding asset valuationsinformation no later than one year from the date of acquisition.

As of September 28, 2008, theThe components of the preliminary purchase price and allocation for the acquisitions completed in fiscal year 2008Opto Technology acquisition were as follows:

 

  PKI Genetics LabMetrix VaConics   Opto Technology
(Preliminary)
 
  (In thousands)   (In thousands) 

Consideration and acquisition costs:

    

Consideration:

  

Cash payments

  $66,264  $4,277  $3,882   $20,604 

Cash acquired

   (70)  (245)  —   

Deferred consideration

   —     1,850   —      4,857 

Working capital adjustments

   (285)  (61)  66    (180)

Transaction costs

   741   421   184 
              

Total consideration and acquisition costs

  $66,650  $6,242  $4,132 

Total consideration

  $25,281 
              

Allocation of purchase price:

      

Current assets

  $2,735  $1,951  $623   $2,155 

Property, plant and equipment

   553   437   255    828 

Other assets

   43   —     —   

Identifiable intangible assets

   22,300   1,800   810    13,100 

Goodwill

   52,392   6,071   3,001    16,299 

Deferred taxes

   (10,589)  (600)  —      (4,031)

Liabilities assumed

   (784)  (3,417)  (557)   (3,070)
              

Total

  $66,650  $6,242  $4,132   $25,281 
              

Note 3: Restructuring and Lease Charges, (Reversals), net

The Company has undertaken a series of restructuring actions related to the impact of acquisitions, divestitures and the integration of its business units. Restructuring actions were recorded in accordance with SFAS No. 146,“Accounting for Costs Associated with Exit or Disposal Activities.”

A description of the restructuring plans and the activity recorded for the ninethree months ended September 28, 2008April 5, 2009 is listed below. Details of thesethe plans initiated in previous years, particularly those listed under“Previous Restructuring and Integration Plans,” are discussed more fully in Note 3 to the consolidated financial statements in the 20072008 Form 10-K.

The purposerestructuring plan for the first quarter of thefiscal year 2009 was principally to reduce resources in anticipation of decreasing demand in certain end markets. The restructuring plans approved inplan for the third quarter of fiscal year 2008 and fourth quarter of fiscal year 2007, detailed below, was principally to shift resources into geographic regions and product lines that are more consistent with the Company’s growth strategy. The pre-tax restructuring activities associated with these plans have been reported as restructuring expenses as a component of operating expenses from continuing operations. The Company expects the impact of immediate cost savings from the first quarter of fiscal year 2009 restructuring plan on operating results and cash flows to approximately offset the decline in revenue. The Company expects the impact of future cost savings from these restructuring activities on operating results and cash flows to be negligible, as the Company has incurred and will incur offsetting costs.

Q1 2009 Plan

During the first quarter of fiscal year 2009, the Company’s management approved a plan to reduce resources in anticipation of decreasing demand in certain end markets (the “Q1 2009 Plan”). As a result of the Q1 2009

Plan, the Company recognized a $3.0 million pre-tax restructuring charge in the Environmental Health segment related to a workforce reduction from reorganization activities and the closure of an excess facility. The Company also recognized a $4.8 million pre-tax restructuring charge in the Human Health segment related to a workforce reduction from reorganization activities and the closure of an excess facility. All actions related to the Q1 2009 Plan were completed by April 5, 2009.

The following table summarizes the Q1 2009 Plan activity for the three months ended April 5, 2009:

   Headcount  Severance  Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Provision

  166  $7,365  $458  $7,823 

Amounts paid and foreign currency translation

  (79)  (1,283)  (83)  (1,366)
                

Balance at April 5, 2009

  87  $6,082  $375  $6,457 
                

All employee relationships have been severed and the Company anticipates that the remaining severance payments of $6.1 million for workforce reductions will be completed by the end of the fourth quarter of fiscal year 2010. The Company also anticipates that the remaining payments of $0.4 million for the closure of the excess facility will be paid through fiscal year 2012, in accordance with the terms of the applicable leases.

Q3 2008 Plan

During the third quarter of fiscal year 2008, the Company’s management approved a plan to shift resources into product lines that are more consistent with the Company’s growth strategy (the “Q3 2008 Plan”). As a result of the Q3 2008 Plan, the Company recognized a $7.5$3.3 million pre-tax restructuring charge in the Life and Analytical SciencesEnvironmental Health segment related to a workforce reduction from reorganization activities and the closure of excess facilities. The Company also recognized a $0.3$4.5 million pre-tax restructuring charge in the OptoelectronicsHuman Health segment related to a workforce reduction from reorganization activities.activities and the closure of excess facilities. All actions related to the Q3 2008 Plan were completed by September 28, 2008.

The following table summarizes the Q3 2008 Plan activity for the ninethree months ended September 28, 2008:April 5, 2009:

 

   Headcount  Severance  Closure
of Excess Facilities
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  —    $—    $—    $—   

Provision

  107   6,506   1,334   7,840 

Amounts paid and foreign currency translation

  (55)  (1,100)  —     (1,100)
                

Balance at September 28, 2008

  52  $5,406  $1,334  $6,740 
                
   Headcount  Severance  Closure
of Excess Facilities
  Total 
      (Dollars in thousands) 

Balance at December 28, 2008

  —    $2,659  $1,152  $3,811 

Amounts paid and foreign currency translation

  —     (1,005)  (163)  (1,168)
                

Balance at April 5, 2009

  —    $1,654  $989  $2,643 
                

TheAll employee relationships have been severed and the Company anticipates that the remaining severance payments of $5.4$1.7 million for workforce reductions will be completed by the end of the fourth quarter of fiscal year 2010, and2010. The Company also anticipates that the remaining payments of $1.3$1.0 million for the closure of the excess facilities will be paid through fiscal year 2011, in accordance with the terms of the applicable leases.

Q4 2007 Plan

During the fourth quarter of fiscal year 2007, the Company’s management approved a plan to shift resources into geographic regions and product lines that are more consistent with the Company’s growth strategy (the “Q4 2007 Plan”). As a result of the Q4 2007 Plan, the Company recognized a $4.8 million pre-tax restructuring charge in the Life and Analytical Sciences segment related to a workforce reduction from reorganization activities. The Company also recognized a $4.8 million pre-tax restructuring charge in the Optoelectronics segment related to a workforce reduction and the partial closure of a facility, which was offset by the recognition of a $2.2 million deferred gain from the sale-leaseback of that facility during the fiscal year 2001. All actions related to the Q4 2007 Plan were completed by December 30, 2007.

The following table summarizes the Q4 2007 Plan activity for the nine months ended September 28, 2008:

   Headcount  Severance  Partial Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  59  $4,268  $4,328  $8,596 

Amounts paid, amortization of deferred gain and foreign currency translation

  (59)  (3,251)  (910)  (4,161)

Changes in estimates

  —     (279)  699   420 
                

Balance at September 28, 2008

  —    $738  $4,117  $4,855 
                

During the third quarter of fiscal year 2008, the Company recorded a reversal of $0.3 million primarily due to lower than expected employee separation costs associated with the Company’s Life and Analytical Sciences segment. The Company also recorded an additional charge of $0.7 million due to higher than expected costs associated with the partial closure of a facility within the Company’s Optoelectronics segment. The Company anticipates that the remaining payments of $0.7 million for workforce reductions will be completed by the end of the first quarter of fiscal year 2009, and the remaining payments of $4.1 million for the partial closure of the excess facility will be paid through fiscal year 2022, in accordance with the terms of the applicable lease.

ViaCell Plan

Following the ViaCell acquisition, the Company committed to a preliminary plan of integration of certain ViaCell activities that included workforce reductions and the partial closure of an excess facility (the “ViaCell Plan”). Through the second quarter of fiscal year 2008, the Company recorded a $2.4 million liability for severance and the partial closure of an excess facility with a corresponding adjustment to goodwill in accordance with EITF No. 95-3. The Company finalized the integration plan and all actions related to this plan as of June 29, 2008.

The following table summarizes the ViaCell Plan activity for the nine months ended September 28, 2008:

   Headcount  Severance  Partial Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  5  $1,184  $—    $1,184 

Provision

  6   419   810   1,229 

Amounts paid

  (8)  (1,157)  (339)  (1,496)
                

Balance at September 28, 2008

  3  $446  $471  $917 
                

The Company anticipates that the remaining payments of approximately $0.4 million for workforce reductions will be completed by the end of the second quarter of fiscal year 2009, and the remaining payments of $0.5 million for the partial closure of the excess facility will be paid through fiscal year 2014, in accordance with the terms of the applicable lease.

Previous Restructuring and Integration Plans

The principal actions of the restructuring and integration plans from the fiscal years 2001 through the first quarter of fiscal year 2007 were workforce reductions related to the integration of the Company’s Life Sciences and Analytical Instruments businesses which is now the Company’s Life and Analytical Sciences segment, in order to reduce costs and achieve operational efficiencies as well as workforce reductions in both the LifeEnvironmental Health and Analytical Sciences and OptoelectronicsHuman Health segments by shifting resources into geographic regions and product lines that are more consistent with the Company’s growth strategy. During the ninethree months ended September 28, 2008,April 5, 2009, the Company paid $0.7$0.2 million related to these plans. During the third quarter of fiscal year 2008, the Company recorded a reversal of $1.0 million related to lower than expected costs associated with severance of several of these plans. As of September 28, 2008,April 5, 2009, the Company had approximately $1.3$1.7 million of remaining liabilities

associated with these restructuring and integration plans, from the fiscal years 2001 through the first quarter of fiscal year 2007, primarily relating to remaining lease obligations related to those closed facilities in both the LifeEnvironmental Health and Analytical Sciences segment.Human Health segments. The remaining terms of these leases vary in length and will be paid through fiscal year 2011. The Company anticipates that the remaining severance payments will be completed by the end of fiscal year 2009.

Lease Charges

To facilitate the sale of a business in fiscal year 2001, the Company was required to guarantee the obligations that the buyer of the business assumed related to the lease for the building in which the business operates. The lease obligations continue through March 2011. While the Company assigned its interest in the lease to the buyer at the time of the sale of the business, in the event the buyer defaults under the lease, the Company is responsible for all remaining lease payments and certain other building related expenses. As an additional measure to facilitate the sale of the business, the Company obtained a letter of credit as partial security for a loan to the buyer, which could have been drawn upon by the buyer’s lender in the event the buyer was delinquent in repayment of the loan. During the second quarter of fiscal year 2007, the lessor of the building began the process to evict the buyer as a result of unpaid lease payments and building expenses and sought reimbursement from the Company. As a result of this action, theThe Company recorded a charge of $4.5$2.7 million related to payments for this lease obligationobligation. The buyer filed for bankruptcy protection on October 27, 2008 and was delinquent in making both its lease payments and payments for certain building expenses, requiring the potential drawdownCompany to make payments of $0.4 million during fiscal year 2008. In addition, the letterCompany made payments of credit. During$0.3 million during the thirdfirst quarter of fiscal year 2007, the buyer completed a recapitalization2009. As of the business with another lender. The proceeds of the recapitalization were used to pay off the remaining balance on the original securitized loan, as well as to make certain payments to the landlord for back rent and other obligations arising under the lease. The Company was also released from its obligation under the letter of credit on the original securitized loan. As a result of these actions,April 5, 2009, the Company recorded a reversal of $1.4 million related to payments for this lease obligation and the release of the letter of credit in the third quarter of fiscal year 2007. During the second quarter of fiscal year 2008, the buyer paid all delinquent lease payments and building expenses and as a result, the

Company recorded an additional reversal of $0.4 million. As of September 28, 2008, the Company wasis still responsible for the remaining accrual of $2.7$2.0 million, which relates to the remaining lease and building obligations through March 2011, reduced by estimated sublease rentals reasonably expected to be obtained for the property. Beginning in the third quarter of fiscal year 2008, the buyer was delinquent in making both its lease payments and payments for certain building expenses, requiring the Company to make minimum payments to date in the fourth quarter of fiscal year 2008 of $0.4 million. As a result, the remaining accrual is currently $2.3 million. The buyer also filed for bankruptcy protection on October 27, 2008.

Note 4: Interest and Other Expense, net

Interest and other expense, net consisted of the following:

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
  (In thousands)   (In thousands) 

Interest income

  $(1,064) $(1,077) $(3,249) $(3,381)  $(477) $(1,358)

Interest expense

   6,371   4,122   18,435   9,886    4,588   6,318 

Gains on dispositions of investments, net

   —     (161)  (1,158)  (697)   —     (889)

Other expense, net

   743   2,396   2,280   5,668    726   1,239 
                    

Total interest and other expense, net

  $6,050  $5,280  $16,308  $11,476   $4,837  $5,310 
                    

Note 5: Inventories, net

Inventories consisted of the following:

 

  September 28,
2008
  December 30,
2007
  April 5,
2009
  December 28,
2008
  (In thousands)  (In thousands)

Raw materials

  $80,068  $75,196  $79,363  $78,097

Work in progress

   19,796   14,125   18,730   16,191

Finished goods

   119,004   113,073   106,079   103,679
            

Total inventories, net

  $218,868  $202,394  $204,172  $197,967
            

Note 6: Income Taxes

The Company regularly reviews its tax positions in each significant taxing jurisdiction in the process of evaluating its unrecognized tax benefits as required by FASB Interpretation (“FIN”) No. 48,“Accounting for Uncertainty in Income Taxes” (“FIN No. 48”). Adjustments are made to the Company’s unrecognized tax

benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority; and/or (iii) the statute of limitations expires regarding a tax position.

At September 28, 2008,April 5, 2009, the Company had gross tax effected unrecognized tax benefits of $34.8$43.1 million, of which $29.2$38.6 million, if recognized, would affect the continuing operations effective tax rate. The remaining amount, if recognized, would affect goodwill and discontinued operations. However, uponWith the Company’s adoption of SFAS No. 141(R) in the first quarter of fiscal year 2009, changes in deferred tax asset valuation allowances and income tax uncertainties, after the acquisition date, generally will affect income tax expense, including those associated with acquisitions that closed prior to the effective date of SFAS No. 141(R).

At September 28, 2008,April 5, 2009, the Company had $5.6$11.2 million of accrued FIN No. 48 accrued tax liabilities, including accrued interest, net of tax benefits, and penalties, which should be resolved within the next year as a result of the

completion of various audits. A portion of the FIN No. 48 accrued tax liabilities could affect the continuing operations effective tax rate depending on the ultimate resolution; however, the Company cannot quantify an estimated range at this time. The Company is subject to U.S. federal income tax as well as to income tax of numerous state and foreign jurisdictions.

During 2005, the U.S. Internal Revenue Service concluded its audit of the Company’s federal income taxes for the years 1999 through 2002. There was a single open issue related to this audit which the Company favorably resolved during the fourth quarter of 2007. During the third quarter of fiscal year 2008, the Company effectively settled several income tax audits worldwide, including Canada, the Netherlands, the U.K. and the U.S. covering variousTax years ranging from 1998 through 2005. The closing of these audits resulted in the recognition of $15.6 million of income tax benefits in continuing operations and $8.5 million of income tax benefits in discontinued operations. In addition, tax years ranging from 1997 through 20072008 remain open to examination by various state and foreign tax jurisdictions (such as China, Indonesia, the Philippines and the United Kingdom) in which the Company has significant business operations. The tax years under examination vary by jurisdiction.

Note 7: Debt

Amended Senior Unsecured Revolving Credit Facility. On August 13, 2007, the Company entered into an amended and restated senior unsecured revolving credit facility providing for a facility through August 13, 2012, which amended and restated in its entirety the Company’s previous senior revolving credit agreement dated as of October 31, 2005. During the first quarter of fiscal year 2008, the Company exercised its option to increase the amended senior unsecured revolving credit facility to $650.0 million from $500.0 million. Letters of credit in the aggregate amount of approximately $14.0 million were issued under the previous facility, which are treated as issued under the amended facility. The Company uses the amended senior unsecured revolving credit facility for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases, acquisitions and strategic alliances. The interest rates under the amended senior unsecured revolving credit facility are based on the Eurocurrency rate at the time of borrowing plus a margin or the base rate from time to time. The base rate is the higher of (i) the corporate base rate announced from time to time by Bank of America, N.A. and (ii) the Federal Funds rate plus 50 basis points. The Company may allocate all or a portion of its indebtedness under the amended senior unsecured revolving credit facility to interest based upon the Eurocurrency rate plus a margin or the base rate. The Eurocurrency margin as of September 28, 2008April 5, 2009 was 40 basis points. The weighted average Eurocurrency interest rate as of September 28, 2008April 5, 2009 was 3.43%0.51%, resulting in a weighted average effective Eurocurrency rate, including the margin, of 3.83%0.91%. The Company had drawn down approximately $394.0 million of borrowings in U.S. Dollars under the facility as of September 28, 2008,April 5, 2009, with interest based on the above described Eurocurrency rate. The agreement for the facility contains affirmative, negative and financial covenants and events of default customary for financings of this type, and which are consistent with those financial covenants contained in the Company’s previous senior revolving credit agreement. The financial covenants in the Company’s amended and restated senior unsecured revolving credit facility include debt-to-capital ratios and a contingent maximum total leverage ratio, applicable if the Company’s credit rating is down-graded below investment grade. The Company was in compliance with all applicable covenants as of September 28, 2008.

Unsecured Interim Credit Facility. On November 14, 2007, the Company entered into a $300.0 million unsecured interim credit facility. The Company entered into this unsecured interim credit facility in order to pay the purchase price and transactional expenses of the ViaCell acquisition. This unsecured interim credit facility matured on March 31, 2008, at which point all amounts outstanding were due in full. On March 28, 2008, the Company paid in full the outstanding balance on the unsecured interim credit facility of $300.0 million. The source of funds for the repayment was comprised of cash and cash equivalents held by the Company, and borrowings under the Company’s amended and restated senior unsecured revolving credit facility.April 5, 2009.

6% Senior Unsecured Notes. On May 30, 2008, the Company issued and sold seven-year senior notes at a rate of 6% with a face value of $150.0 million and received $150.0 million in gross proceeds from the issuance.

The debt, which matures in May 2015, is unsecured. Interest on the 6% senior notes is payable semi-annually on

May 30th and November 30th. The Company may redeem some or all of its 6% senior notes at any time in an amount not less than 10% of the original aggregate principal amount, plus accrued and unpaid interest, plus the applicable make-whole amount. The financial covenants in the Company’s 6% senior notes include debt-to-capital ratios which, if the Company’s credit rating is down-graded below investment grade, would be replaced by a contingent maximum total leverage ratio. The Company was in compliance with all applicable covenants as of September 28, 2008.April 5, 2009.

During the fourth quarter of fiscal year 2007, theThe Company entered into forward interest rate contracts with notional amounts totaling $300.0 million and a weighted average interest rate of 4.25%. These contracts arethat were intended to hedge movements in interest rates prior to the Company’s forecastedexpected debt issuance, which will need to be completed byissuance. In May 2008, the end of fiscal year 2008. The Company had accumulated net derivative losses of $15.1 million, net of taxes of $9.9 million, in other comprehensive income as of September 28, 2008 and $5.3 million, net of taxes of $3.5 million, as of December 30, 2007, related to these cash flow hedges. The net derivative losses will be amortized into interest expense when the hedged exposure affects interest expense. The Company settled forward interest rate contracts with notional amounts totaling $150.0 million upon the issuance of the Company’s 6% senior unsecured notes in May 2008, for a loss ofnotes. The Company did not recognize any ineffectiveness related to these cash flow hedges. The Company recognized $8.4 million, net of taxes of $5.4 million.million, of accumulated derivative losses in other comprehensive loss related to these cash flow hedges. As of September 28, 2008, $0.4April 5, 2009, the balance remaining in other comprehensive loss related to these cash flow hedges was $7.4 million, net of taxes of $0.3 million, of these$4.8 million. The derivative losses wereare amortized into interest expense to coincide withwhen the issuance of the 6% senior unsecured notes in May 2008.hedged exposure affects interest expense. The remaining forward interest rate contracts, with notional amounts totaling $150.0 million, have a future dated settlement to coincide with the Company’s additional forecasted debt issuance in fiscal year 2008.

Once established, cash flow hedges are generally not removed until maturity unless an anticipated transaction is no longer likely to occur. Discontinued or dedesignated cash flow hedges are immediately settled with counterparties, and the related accumulated derivative gains or losses are recognizedCompany amortized into interest expense on$0.5 million during the condensed consolidated financial statements. During the ninefirst three months ended September 28,of fiscal year 2009 and $1.2 million during fiscal year 2008 there were no cash flow hedges that were discontinued or dedesignated, and the Company did not recognize any ineffectiveness.for these derivative losses.

Note 8: Earnings Per Share

Basic earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding during the period less restricted unvested shares. Diluted earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding plus all potentially dilutive common stock equivalents, primarily shares issuable upon the exercise of stock options using the treasury stock method. The following table reconciles the number of shares utilized in the earnings per share calculations:

 

  Three Months Ended  Nine Months Ended  Three Months Ended
  September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
  April 5,
2009
  March 30,
2008
  (In thousands)  (In thousands)

Number of common shares—basic

  118,347  117,583  117,821  119,393  116,408  117,305

Effect of dilutive securities:

            

Stock options

  1,182  1,816  1,140  1,680  108  1,098

Restricted stock

  80  54  68  62  36  56
                  

Number of common shares—diluted

  119,609  119,453  119,029  121,135  116,552  118,459
                  

Number of potentially dilutive securities excluded from calculation due to antidilutive impact

  4,846  5,422  6,274  6,935  10,987  7,933
                  

Antidilutive securities include outstanding stock options with exercise prices and average unrecognized compensation cost in excess of the average fair market value of the Company’s common stock for the related period. Antidilutive options were excluded from the calculation of diluted net income per share and could become dilutive in the future.

Note 9: Comprehensive Income

The components of comprehensive (loss) income, net of income taxes, consist of the following:

 

   Three Months Ended  Nine Months Ended 
   September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
 
   (In thousands) 

Net income

  $51,902  $30,745  $95,746  $79,124 

Other comprehensive (loss) income:

     

Foreign currency translation adjustments

   (35,884)  22,090   (1,096)  30,693 

Pension and other postretirement benefit liability adjustments, net of income taxes

   —     —     —     —   

Unrealized net losses on securities, net of income taxes

   (60)  (9)  (72)  (108)

Unrealized and realized losses on derivatives, net of amortization and income taxes

   (1,397)  —     (9,410)  —   
                 
   (37,341)  22,081   (10,578)  30,585 
                 

Comprehensive income, net of income taxes

  $14,561  $52,826  $85,168  $109,709 
                 
   Three Months Ended 
   April 5,
2009
  March 30,
2008
 
   (In thousands) 

Net income

  $10,559  $20,138 

Other comprehensive (loss) income, net of income taxes:

   

Foreign currency translation adjustments

   (48,272)  38,844 

Unrealized net gains (losses) on securities

   103   (53)

Realized net losses on cash flow hedges reclassified to earnings

   300   —   

Unrealized and realized net losses on cash flow hedges

   —     (13,362)
         
   (47,869)  25,429 
         

Comprehensive (loss) income, net of income taxes

  $(37,310) $45,567 
         

The components of accumulated other comprehensive income,loss, net of income taxes, consist of the following:

 

   September 28,
2008
  December 30,
2007
 
   (In thousands) 

Foreign currency translation adjustments

  $111,076  $112,172 

Unrecognized losses and prior service costs, net of income taxes

   (49,080)  (49,080)

Unrealized net losses on securities, net of income taxes

   (119)  (47)

Unrealized and realized losses on derivatives, net of amortization and income taxes

   (14,748)  (5,338)
         

Accumulated other comprehensive income, net of income taxes

  $47,129  $57,707 
         
   April 5,
2009
  December 28,
2008
 
   (In thousands) 

Foreign currency translation adjustments

  $34,833  $83,105 

Unrecognized losses and prior service costs

   (106,300)  (106,300)

Unrealized net losses on securities

   (265)  (368)

Net losses on cash flow hedges

   (7,376)  (7,676)
         

Accumulated other comprehensive loss, net of income taxes

  $(79,108) $(31,239)
         

Note 10: Industry Segment Information

The Company follows SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information” (“SFAS No. 131”). SFAS No. 131 establishes standards for the way public business enterprises report information about operating segments in annual financial statements and in interim reports to shareholders. The method for determining what information to report is based on the way that management organizes the segments within the Company for making operating decisions and assessing financial performance.

Beginning with fiscal year 2009, the Company has realigned its businesses in a manner intended to allow the Company to prioritize its capabilities on two key strategic operating areas – Human Health and Environmental Health. The Company realigned into these two new operating segments to align its resources to meet the demands of the markets the Company serves and to focus on the important outcomes enabled by its technologies. The Company evaluates the performance of its operating segments based on sales and operating income. Intersegment sales and transfers are not significant. Based onThe Company’s management reviews the guidance in SFAS No. 131,“Disclosures About Segmentsresults of an Enterprise and Related Information,”the Company hasoperations by these two new operating segments. The accounting policies of the operating segments are the same as those described in Note 1 to the consolidated financial statements in the 2008 Form 10-K. The results reported for financial reporting purposes.this quarter reflect this new alignment of the Company’s operating segments. Financial information in this report relating to the first quarter of fiscal year 2008 has been retrospectively adjusted to reflect the changes in the Company’s operating segments. The operating segments and their principal products and services of these operating segments are:

 

  

Human Health. Develops diagnostics, tools and applications to help detect disease earlier and more accurately and to accelerate the discovery and development of critical new therapies. Within the Human Health segment, the Company serves both the diagnostics and research markets. Specifically, the Human Health segment includes the Company’s products and services that address the genetic screening and bio-discovery markets, formerly in its Life and Analytical Sciences. The Company is a leading provider of analysis tools, including instruments, reagents, software,Sciences segment, and consumables, toits technology serving the analytical sciences, genetic screening, bio-discovery and laboratory services markets.medical imaging market, formerly in its Optoelectronics segment.

  

Optoelectronics.Environmental Health. Provides technologies and applications to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. The Company provides a broad range of medical imaging, optical sensorEnvironmental Health segment serves the environmental, safety and security, industrial and laboratory services markets. Specifically, the Environmental Health segment includes the Company’s products and services that address the analytical sciences and laboratory service and support markets, formerly in its Life and Analytical Sciences segment, and its technology designed for the sensors and specialty lighting components usedmarkets, formerly in medical, consumer products and other specialty end markets.its Optoelectronics segment.

The assets and expenses for the Company’s corporate headquarters, such as legal, tax, accounting and finance,audit, human resources, property and insurance management, information technology, treasury and other management and compliance costs, have been included as “Corporate” below. The Company has a process to allocate and recharge expenses to the reportable segments when such costs are administered or paid by the corporate headquarters based on the extent to which the segment benefited from the expenses. These amounts have been calculated in a consistent manner and are included in the Company’s calculations of segment results to internally plan and assess the performance of each segment for all purposes, including determining the compensation of the business leaders for each of the Company’s operating segments.

Sales and operating profit by segment, excluding discontinued operations, are shown in the table below:

 

 Three Months Ended Nine Months Ended   Three Months Ended 
 September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
 (In thousands)   (In thousands) 

Life & Analytical Sciences

    

Human Health

   

Sales

 $373,418  $319,341  $1,127,082  $945,163   $177,264  $180,089 

Operating income from continuing operations

  29,610   29,312   88,514   88,781    12,687   11,833 

Optoelectronics

    

Environmental Health

   

Sales

  131,699   116,327   389,014   330,695    254,310   278,631 

Operating income from continuing operations

  25,547   24,570   72,611   53,832    20,631   31,636 

Corporate

       

Operating loss from continuing operations

  (9,855)  (8,046)  (32,408)  (25,529)   (7,573)  (10,036)

Continuing Operations

       

Sales

 $505,117  $435,668  $1,516,096  $1,275,858   $431,574  $458,720 

Operating income from continuing operations

  45,302   45,836   128,717   117,084    25,745   33,433 

Interest and other expense, net (see Note 4)

  6,050   5,280   16,308   11,476    (4,837)  (5,310)
                   

Income from continuing operations before income taxes

 $39,252  $40,556  $112,409  $105,608   $20,908  $28,123 
                   

Note 11: Discontinued Operations

As part of its continuedthe Company’s continuing efforts to focus on higher growth opportunities, the Company has discontinued certain businesses. The Company has accounted for these businesses as discontinued operations in accordance with SFAS No. 144,“Accounting for the Impairment or Disposal of Long-LivedLong-lived Assets,” and, accordingly, has presented the results of operations and related cash flows as discontinued operations for all periods presented. The assets and liabilities of these businesses have been presented separately, and are reflected within the assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as of September 28, 2008April 5, 2009 and December 30, 2007.28, 2008.

The Company recorded the following gains and losses, which have been reported as gain (loss)loss on disposition of discontinued operations:

 

   Three Months Ended  Nine Months Ended 
   September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
 
   (In thousands) 

Net income (loss) on disposition of ViaCyteSM and Cellular Therapy Technology businesses

  $113  $—    $(8,338) $—   

Net (loss) gain on disposition of other discontinued operations

   (300)  (104)  (254)  652 
                 

Net (loss) gain on disposition of discontinued operations before income taxes

   (187)  (104)  (8,592)  652 

(Benefit from) provision for income taxes

   (8,331)  253   (9,577)  752 
                 

Gain (loss) on disposition of discontinued operations, net of income taxes

  $8,144  $(357) $985  $(100)
                 
   Three Months Ended 
   April 5,
2009
  March 30,
2008
 
   (In thousands) 

Loss on disposition of ViaCyteSM and Cellular Therapy Technology businesses

  $(2,431) $—   

Net loss on disposition of other discontinued operations

   (117)  (237)
         

Net loss on disposition of discontinued operations before income taxes

   (2,548)  (237)

(Benefit from) provision for income taxes

   (959)  132 
         

Loss on disposition of discontinued operations, net of income taxes

  $(1,589) $(369)
         

As part of the Company’s new strategic business alignment into the Human Health and Environmental Health segments and the Company’s continuing efforts to focus on higher growth opportunities, in December 2008, the Company’s management approved separate plans to divest its Photonics and Photoflash businesses within the Environmental Health segment. Photonics and Photoflash products and technologies include xenon flashtubes and modules. These products are used in a variety of applications including mobile phones and laser machine tools. The Company is actively marketing and is currently committed to a plan to sell both of these businesses.

In addition, during December 2008, the Company’s management approved the shut down of certain instrument businesses within the Human Health segment: Cellular Screening Fluorescence and Luminescence workstations, Analytical Proteomics Instruments and Proteomics and Genomics Instruments. The shut down of the Cellular Screening Fluorescence and Luminescence workstations business, the Analytical Proteomics Instruments business, and the Proteomics and Genomics Instruments business resulted in a pre-tax loss of $4.8 million related to lease and severance costs and the reduction of fixed assets and inventory to net realizable value during fiscal year 2008.

In November 2007, the Company acquired ViaCell, Inc. (“ViaCell”), which specializes in the collection, testing, processing and preservation of umbilical cord blood stem cells. Following the ViaCell acquisition, the Board of Directors (the “Board”) approved a plan to sell the ViaCyteSM and Cellular Therapy Technology businesses that were acquired with ViaCell. The ViaCyteSM business focused on the development of a proprietary media intended for the cryopreservation of human unfertilized oocytes. The Cellular Therapy Technology business focused on the development and sale of unrestricted somatic stem cell products which are

derived from umbilical cord blood. The Company determined that both businesses do not strategically fit with the other products offered by the Life and Analytical SciencesHuman Health segment. The Company also determined that without investing capital into the operations of both businesses, the Company could not effectively compete with larger companies that focus on the market for such products. After careful consideration, the Company decided in the second quarter of fiscal year 2008 to closeshut down the ViaCyteSM and Cellular Therapy Technology businesses, recordingbusinesses. The Company recorded a pre-tax loss of $8.3$8.0 million for severance and facility closure costs. The Company has classified the results and closure of the ViaCyteSM and Cellular Therapy Technology businesses as discontinued operations in the accompanying financial statements.

During each of the first nine months of fiscal years 2008 and 2007, the Company settled various commitments related to the divestiture of other discontinued operations and recognized a pre-tax loss of $0.3 million incosts during fiscal year 2008 and arecorded an additional pre-tax gainloss of $0.7$2.4 million in fiscal year 2007. The benefit from income taxes of $9.6 million inrelated to facility closure costs during the thirdfirst quarter of fiscal year 2008 includes $8.5 million of income tax benefits related to the effective settlement of income tax audits during the quarter ended September 28, 2008.2009.

Summary operating results of the discontinued operations for the periods prior to the planned disposition were as follows:

 

 Three Months Ended Nine Months Ended  Three Months Ended 
 September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
  April 5,
2009
 March 30,
2008
 
 (In thousands)  (In thousands) 

Sales

 $—   $—   $—    $—    $7,732  $23,623 

Costs and expenses

  —    —    (4,270)  —     (10,849)  (23,654)
                

Operating loss from discontinued operations

  —    —    (4,270)  —     (3,117)  (31)

Other expense, net

  —    —    —     —     —     —   
                

Loss from discontinued operations before income taxes

  —    —    (4,270)  —     (3,117)  (31)

Benefit from income taxes

  —    —    (104)  —  

(Benefit from) provision for income taxes

   (204)  201 
                

Loss from discontinued operations, net of income taxes

 $—   $—   $(4,166) $—    $(2,913) $(232)
                

Note 12: Stock Plans

TheIn addition to the Company’s Employee Stock Purchase Plan, the Company hasformerly had three stock-based compensation plans whereunder which the Company’s common stock has beenwas made available for stock option grants, restricted stock awards, performance units and stock grants as part of the Company’s compensation programs (the “Plans”“Prior Plans”). The Prior Plans are described in more detail in the Company’s definitive proxy statement filed with the SEC on March 14, 200820, 2009 and Note 20 to the Company’s consolidated financial statements included in the Company’s 2008 Form 10-K filed with the 2007 Form 10-K.SEC on February 26, 2009. On April 28, 2009, the Company’s shareholders approved the 2009 Incentive Plan (the “2009 Plan”), which is described in more detail in the Company’s definitive proxy statement filed with the SEC on March 20, 2009. Under the 2009 Plan, 10.0 million shares of the Company’s common stock are authorized for stock option grants, restricted stock awards, and stock grants as part of the Company’s compensation programs. The 2009 Plan replaced the Amended and Restated 2001 Incentive Plan and the 2005 Incentive Plan. In addition, upon shareholder approval of the 2009 Plan, the Company will no longer grant awards under its Amended and Restated Life Sciences Incentive Plan. Awards granted under these prior plans, prior to the approval of the 2009 Plan, remain outstanding.

For the three and nine months ended September 28,April 5, 2009 and March 30, 2008, the total pre-tax stock-based compensation expense for the cost of stock options, restricted stock, restricted stock units, performance units and stock grants was $5.5$3.4 million and $16.4 million, respectively. For the three and nine months ended September 30, 2007, the total pre-tax stock-based compensation expense for the cost of stock options, restricted stock, restricted stock units, performance units and stock grants was $5.2 million and $14.5$4.7 million, respectively. The total income tax benefit recognized in the condensed consolidated income statements for stock-based compensation was $1.8$0.9 million and $5.4$1.6 million for the three and nine months ended September 28,April 5, 2009 and March 30, 2008, respectively. The total income tax benefit recognized in the condensed consolidated income statements for stock-based compensation was $1.8 million and $5.1 million for the three and nine months ended September 30, 2007, respectively. Stock-based compensation costs capitalized as part of inventory were approximately $0.2 million and $0.3 million as of September 28, 2008both April 5, 2009 and SeptemberMarch 30, 2007, respectively.2008.

Stock Options: The fair value of each option grant is estimated using the Black-Scholes option pricing model. The Company’s weighted-average assumptions used in the Black-Scholes option pricing model are as follows:

 

  Three and Nine Months Ended   Three Months Ended 
  September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 

Risk-free interest rate

  2.6% 4.9%  1.6% 2.6%

Expected dividend yield

  1.2% 1.2%  1.9% 1.2%

Expected lives

  4 years  4 years   4 years  4 years 

Expected stock volatility

  28% 36%  35% 28%

The following table summarizes stock option activity for the ninethree months ended September 28, 2008:April 5, 2009:

 

  Number
of
Shares
 Weighted-
Average
Price
  Weighted-Average
Remaining
Contractual Term
  Aggregate
Intrinsic
Value
  Number
of
Shares
 Weighted-
Average
Price
  Weighted-Average
Remaining
Contractual Term
  Aggregate
Intrinsic
Value
  (Shares in thousands)  (In years)  (In millions)  (Shares in thousands)  (In years)  (In millions)

Outstanding at December 30, 2007

  11,246  $24.41    

Outstanding at December 28, 2008

  9,424  $24.81    

Granted

  1,662   25.16      2,084   12.94    

Exercised

  (2,216)  19.60      (26)  11.61    

Canceled

  (726)  36.15      (111)  30.42    

Forfeited

  (390)  24.28      (26)  24.28    
                    

Outstanding at September 28, 2008

  9,576  $24.77  3.7  $39.5

Outstanding at April 5, 2009

  11,345  $22.61  3.9  $2.0
                    

Exercisable at September 28, 2008

  6,707  $24.94  2.9  $29.4

Exercisable at April 5, 2009

  7,688  $24.80  2.7  $1.3
                    

Vested and expected to vest in the future

  8,105  $24.77  3.7  $33.4  10,204  $22.61  3.9  $1.8
                    

The weighted-average grant-date fair value of options granted for the three and nine months ended September 28,April 5, 2009 and March 30, 2008 were $6.59$3.25 and $5.88, respectively. The weighted-average grant-date fair value of options granted for the three and nine months ended September 30, 2007 were $8.57 and $7.50,$5.84, respectively. The total intrinsic value of options exercised for the three and nine months ended September 28,April 5, 2009 and March 30, 2008 was $11.1$0.04 million and $19.1 million, respectively. The total intrinsic value of options exercised for the three and nine months ended September 30, 2007 was $17.0 million and $23.5$0.3 million, respectively. Cash received from option exercises for the ninethree months ended September 28,April 5, 2009 and March 30, 2008 and September 30, 2007 was $43.4$0.3 million and $30.2$0.6 million, respectively. The related tax (expense) benefit, classified as a financing cash inflowactivity, was $0.4a tax expense of $0.1 million and $6.0a tax benefit of $0.04 million for the ninethree months ended September 28,April 5, 2009 and March 30, 2008, and September 30, 2007, respectively.

There was $10.8$13.3 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock options granted as of September 28, 2008.April 5, 2009. This cost is expected to be recognized over a weighted-average period of 1.82.1 fiscal years and will be adjusted for any future changes in estimated forfeitures.

The following table summarizes total compensation expense recognized related to the stock options, which is a function of current and prior year awards, and net of estimated forfeitures, included in the Company’s condensed consolidated income statements for the three and nine months ended September 28, 2008April 5, 2009 and SeptemberMarch 30, 2007:2008:

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
  (In thousands)   (In thousands) 

Cost of sales

  $359  $378  $948  $928   $301  $316 

Research and development expenses

   32   133   265   428    125   110 

Selling, general and administrative and other expenses

   2,085   1,877   5,010   5,362    1,631   1,557 
                    

Compensation expense related to stock options

   2,476   2,388   6,223   6,718    2,057   1,983 

Less: income tax benefit

   (764)  (775)  (1,922)  (2,189)   (647)  (624)
                    

Net compensation expense related to stock options

  $1,712  $1,613  $4,301  $4,529   $1,410  $1,359 
                    

Restricted Stock Awards: The following table summarizes restricted stock award activity for the ninethree months ended September 28, 2008:April 5, 2009:

 

  Number
of
Shares
 Weighted-
Average
Grant-
Date Fair
Value
  Number
of
Shares
 Weighted-
Average
Grant-
Date Fair
Value
  (Shares in thousands)  (Shares in thousands)

Nonvested at December 30, 2007

  377  $22.84

Nonvested at December 28, 2008

  321  $24.54

Granted

  246   25.38  269   13.04

Vested

  (12)  20.18  (15)  23.50

Forfeited

  (84)  24.25  —     —  
            

Nonvested at September 28, 2008

  527  $23.86

Nonvested at April 5, 2009

  575  $19.19
            

The weighted-average grant-date fair valuevalues of restricted stock awards granted during the three and nine months ended September 28,April 5, 2009 and March 30, 2008 were $28.23$13.04 and $25.38, respectively. The weighted-average grant-date fair value of restricted stock awards granted during the three and nine months ended September 30, 2007 were $28.10 and $23.78,$25.20, respectively. The fair value of restricted stock awards vested was $0.2 million and $0.3 million for the ninethree months ended September 28, 2008 and September 30, 2007, respectively. The total compensation expense recognized related to theApril 5, 2009. No restricted stock awards which is a function of current and prior year awards, was approximately $1.9 million and $4.5 million forvested during the three and nine months ended September 28, 2008, respectively.March 30, 2008. The total compensation expense recognized related to the restricted stock awards, which is a function of current and prior year awards, was approximately $0.7 million and $2.1$2.2 million for the three and nine months ended SeptemberApril 5, 2009 and March 30, 2007,2008, respectively.

As of September 28, 2008,April 5, 2009, there was $5.5$6.8 million of total unrecognized compensation cost, net of forfeitures, related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.42.0 fiscal years.

Performance Units: The Company granted 131,151197,725 performance units and 209,326127,151 performance units during the ninethree months ended September 28,April 5, 2009 and March 30, 2008, and September 30, 2007, respectively. The weighted-average grant-date fair value of performance units granted during the ninethree months ended September 28,April 5, 2009 and March 30, 2008 were $13.04 and September 30, 2007 were $24.95 and $23.48,$24.86, respectively. The total compensation expense recognized related to these performance units, which is a function of current and prior year awards, was approximately $1.2 million and $4.8$0.6 million for both the

three and nine months ended September 28, 2008, respectively. The total compensation expense recognized related to these performance units, which is a function of currentApril 5, 2009 and prior year awards, was approximately $2.1 million and $4.9 million for the three and nine months ended SeptemberMarch 30, 2007, respectively.2008. As of September 28, 2008,April 5, 2009, there were 353,884379,688 performance units outstanding subject to forfeiture.

Stock Awards: The Company’sCompany did not grant any stock award program providesawards to non-employee Directors an annual equity award. For awards granted for fiscal years 2008 and 2007,during the award equaled the number of shares of the Company’s common stock which has an aggregate fair market value of $100,000 on the date of the award. The stock award is prorated for non-employee Directors who serve for only a portion of the year. The shares are granted inthree months ended April following the annual meeting of shareholders, and on the third business day after the Company’s first quarter earnings release. Directors may defer the receipt of shares into the Company’s deferred compensation plan. The compensation expense associated with these stock awards is recognized when the stock award is granted.5, 2009. During the first quarter of fiscal yearthree months ended March 30, 2008, a new non-employee Director was awarded 667 shares. During the second quartershares as a prorated award for serving a portion of fiscal years 2008 and 2007, each non-employee director was awarded 3,740 and 4,114 shares, respectively.year 2007. The weighted-average grant-date fair value of stock awards granted during the ninethree months ended September 28,March 30, 2008 and September 30, 2007 was $26.70 and $24.31, respectively.$25.00. The total compensation expense recognized related to these stock awards was approximately $0.8 million and $0.7 million$16.7 thousand for the ninethree months ended September 28, 2008 and SeptemberMarch 30, 2007, respectively.2008.

Employee Stock Purchase Plan: During the ninethree months ended September 28, 2008,April 5, 2009, the Company issued 85,25980,101 shares of common stock under the Company’s Employee Stock Purchase Plan at a weighted-average price of $25.56$13.22 per share. There remainsAt April 5, 2009 there remained available for sale to employees an aggregate of 1.61.5 million shares of the Company’s common stock out of the 5.0 million shares authorized by shareholders for issuance under this plan.

Stock Repurchase Program: On November 6, 2006,October 23, 2008, the Company announced that the Board has authorized the Company to repurchase up to 10.0 million shares of common stock under a stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on October 22, 2012 unless this authorization is terminated earlier by the Board, and may be suspended or discontinued at any time. During the thirdfirst quarter of fiscal year 2008,2009, the Company repurchased 1.9 million1,000,000 shares of its common stock in the open market at an

aggregate cost of $56.6$14.2 million, including commissions. This activity completedcommissions, under the Repurchase Program. Approximately 8.0 million shares of the Company’s common stock remain available for repurchase offrom the 10.0 million shares inauthorized by the aggregate authorizedBoard under the Repurchase Program. DuringThe repurchased shares have been reflected as additional authorized but unissued shares, with the first nine monthspayments reflected in common stock and capital in excess of fiscal year 2008,par value.

The Board has authorized the Company repurchased 20,903to repurchase shares of common stock in the aggregate to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to the Company’s equity incentive plans. During the first quarter of fiscal year 2009, the Company repurchased 27,102 shares of common stock for this purpose. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value. On October 23, 2008, the Company announced that the Board has authorized the Company to repurchase up to 10.0 million additional shares of common stock under a new stock repurchase program (the “New Repurchase Program”). The New Repurchase Program will expire on October 22, 2012 unless this authorization is terminated earlier by the Board, and may be suspended or discontinued at any time. Approximately 10.0 million shares of common stock remain available for repurchase under the New Repurchase Program.

Note 13: Goodwill and Intangible Assets

Goodwill is subject to annual impairment testing using the guidance and criteria described in SFAS No. 142. requires that the Company test goodwill and non-amortizing intangible assets, at least annually, for possible impairment. Accordingly, the Company completes the annual testing of impairment for goodwill and non-amortizing intangible assets on the later of January 1 or the first day of each fiscal year. In addition to its annual test, the Company regularly evaluates whether events and circumstances have occurred that may indicate a potential impairment of goodwill or non-amortizing intangible assets.

As discussed in Note 10, the Company realigned its organization into two new operating segments at the beginning of fiscal year 2009. In conjunction with the realignment of its operating segments, the Company also redefined its reporting units based on the new alignment of its operating segments. Financial information in this report relating to the first quarter of fiscal year 2008 has been retrospectively adjusted to reflect the changes in the Company’s operating segments. The Company’s segment management reviews the results of the operations one level below its operating segments. The Company has determined that the reporting units that should be used to test goodwill for impairment are the analytical sciences and laboratory services business, illumination and detection solutions business, genetic screening business, bio-discovery business and medical imaging business. The discounted cash flow model (the “DCF model”) was used to determine the fair values of each of the reporting units in order to allocate goodwill on a relative fair value basis in accordance with SFAS No. 142.

The process of testing goodwill for impairment involves the determination of the fair value of the applicable reporting units. The test consists of a two-step process. The first step is the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value. The second step measures the amount of an impairment loss, and is only performed if the carrying value exceeds the implied fair value of the reporting unit. The Company performed its annual impairment assessment is performed by the Company on the latertesting for its reporting units as of January 1, or the first day of each fiscal year. This same impairment test is performed at other times during the course of the year should an event occur which suggests that the recoverability of goodwill should be reconsidered. The Company completed the2009, its annual impairment test using a measurement date, of January 1, 2008 and concluded based on the first step of the process that there was no goodwill impairment.

The Company has consistently employed the DCF model to estimate the current fair value when testing for impairment of goodwill. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market share, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate, and working capital changes. Cash flow forecasts are based on approved business unit operating plans for the early years’ cash flows and historical relationships in later years. The DCF model is sensitive to changes in long-term terminal growth rates and the discount rate. The long-term terminal growth rates are consistent with the Company’s historical long-term terminal growth rates, as the current economic trends are not expected to affect the long-term terminal growth rates of the Company. In fiscal year 2009, the terminal growth rate for the Company’s reporting units was between 5.0% to 7.5%. The range for the discount rate for the reporting units was 10.5% to 11.5%. Keeping all other variables constant, a 5.0% to 10.0% change in any one of the input assumptions for the various reporting units would still allow the Company to conclude, based on the first step of the process, that there was no impairment of goodwill.

The Company has consistently employed the Relief from Royalty model to estimate the current fair value when testing for impairment of non-amortizing intangible assets. The impairment test consists of a comparison of the fair value of the non-amortizing intangible asset with its carrying amount. If the carrying amount of a non-amortizing intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized.In addition, the Company currently evaluates the remaining useful life of its non-amortizing intangible assets at least annually to determine whether events or circumstances continue to support an indefinite useful life. If events or circumstances indicate that the useful lives of non-amortizing intangible assets are no longer indefinite, the assets will be tested for impairment in accordance with SFAS No. 142. These intangible assets will then be amortized prospectively over their estimated remaining useful life and accounted for in the same manner as other intangible assets that are subject to amortization. The Company performed its annual impairment testing as of January 1, 2009, its annual impairment date, and concluded that there was no impairment of non-amortizing intangible assets.

The changes in the carrying amount of goodwill for the period ended SeptemberApril 5, 2009 from December 28, 2008 from December 30, 2007 are as follows:

 

  Life and
Analytical
Sciences
 Optoelectronics  Consolidated   Human
Health
 Environmental
Health
 Consolidated 
  (In thousands)   (In thousands) 

Balance at December 30, 2007

  $1,307,083  $48,573  $1,355,656 

Balance at December 28, 2008

  $888,172  $508,120  $1,396,292 

Foreign currency translation

   (367)  144   (223)   (18,017)  (10,422)  (28,439)

Acquisitions and earn-out adjustments

   60,576   3,001   63,577    —     17,415   17,415 
                    

Balance at September 28, 2008

  $1,367,292  $51,718  $1,419,010 

Balance at April 5, 2009

  $870,155  $515,113  $1,385,268 
                    

Identifiable intangible asset balances at SeptemberApril 5, 2009 and December 28, 2008 and December 30, 2007 by category were as follows:

 

  September 28,
2008
 December 30,
2007
   April 5,
2009
 December 28,
2008
 
  (In thousands)   (In thousands) 

Patents

  $125,939  $113,744   $122,083  $124,693 

Less: Accumulated amortization

   (71,895)  (61,421)   (73,687)  (73,183)
              

Net patents

   54,044   52,323    48,396   51,510 
              

Licenses

   64,445   61,649    64,135   63,963 

Less: Accumulated amortization

   (34,170)  (30,709)   (35,920)  (35,238)
              

Net licenses

   30,275   30,940    28,215   28,725 
              

Core technology

   370,003   357,066    382,445   372,861 

Less: Accumulated amortization

   (146,666)  (120,285)   (168,728)  (159,788)
              

Net core technology

   223,337   236,781    213,717   213,073 
              

Net amortizable intangible assets

   307,656   320,044    290,328   293,308 
              

Non-amortizing intangible assets:

      

Trade names and trademarks

   159,165   159,165    159,165   159,165 
              

Totals

  $466,821  $479,209   $449,493  $452,473 
              

Total amortization expense related to finite-lived intangible assets for the ninethree months ended September 28,April 5, 2009 and March 30, 2008 and September 30, 2007 was $42.0$13.4 million and $31.9$13.6 million, respectively.

Note 14: Warranty Reserves

The Company provides warranty protection for certain products for periods usually ranging from one to three years beyond the date of sale. The majority of costs associated with warranty obligations include the replacement of parts and the time of service personnel to respond to repair and replacement requests. A warranty reserve is recorded based upon historical results, supplemented by management’s expectations of future costs. Warranty reserves are included in “Accrued expenses” on the condensed consolidated balance sheets. A summary of warranty reserve activity for the three and nine months ended September 28,April 5, 2009 and March 30, 2008 and September 30, 2007 is as follows:

 

 Three Months Ended Nine Months Ended   Three Months Ended 
 September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
 (In thousands)   (In thousands) 

Balance at beginning of period

 $9,974  $10,565  $10,971  $10,054   $9,433  $10,362 

Provision charged to income

  3,474   3,539   10,839   11,048    3,058   3,208 

Payments

  (3,035)  (3,534)  (11,086)  (11,153)   (3,835)  (3,289)

Adjustments to previously provided warranties, net

  330   (230)  (947)  (447)   903   (556)

Foreign currency translation and acquisitions

  (381)  391   585   1,229 

Foreign currency and acquisitions

   (427)  431 
                   

Balance at end of period

 $10,362  $10,731  $10,362  $10,731   $9,132  $10,156 
                   

Note 15: Employee Benefit Plans

The following table summarizes the components of net periodic benefit cost (credit) for the Company’s various defined benefit employee pension and post-retirement plans for the three and nine months ended September 28, 2008April 5, 2009 and SeptemberMarch 30, 2007:2008:

 

   Defined Benefit
Pension Benefits
  Post-Retirement
Medical Benefits
 
   Three Months Ended 
   September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
 
   (In thousands) 

Service cost

  $1,295  $1,222  $22  $25 

Interest cost

   6,878   6,477   54   51 

Expected return on plan assets

   (6,602)  (6,273)  (259)  (244)

Amortization of prior service

   (48)  15   (78)  (78)

Recognition of actuarial losses (gains)

   955   1,590   (109)  (106)
                 

Net periodic benefit cost (credit)

  $2,478  $3,031  $(370) $(352)
                 
   Defined Benefit
Pension Benefits
  Post-Retirement
Medical Benefits
 
   Nine Months Ended 
   September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
 
   (In thousands) 

Service cost

  $3,802  $3,842  $72  $71 

Interest cost

   20,524   18,855   168   171 

Expected return on plan assets

   (20,108)  (18,424)  (776)  (728)

Amortization of prior service

   (149)  46   (236)  (236)

Recognition of actuarial losses (gains)

   2,475   4,465   (290)  (298)
                 

Net periodic benefit cost (credit)

  $6,544  $8,784  $(1,062) $(1,020)
                 

   Defined Benefit
Pension Benefits
  Post-Retirement
Medical Benefits
 
   Three Months Ended 
   April 5,
2009
  March 30,
2008
  April 5,
2009
  March 30,
2008
 
   (In thousands) 

Service cost

  $1,214  $1,249  $26  $25 

Interest cost

   6,112   6,788   56   57 

Expected return on plan assets

   (5,563)  (6,760)  (189)  (258)

Amortization of prior service

   (38)  (51)  (79)  (79)

Recognition of actuarial losses (gains)

   1,372   761   (1)  (91)
                 

Net periodic benefit cost (credit)

  $3,097  $1,987  $(187) $(346)
                 

Note 16: Settlement of Insurance Claim

During the second quarter of fiscal year 2007, the Company settled an insurance claim resulting from a fire that occurred withinat its Life and Analytical Sciences facility in Boston, Massachusetts in March 2005. As a result of thatIn connection with the settlement, the Company recorded gains of $15.3 million during the second quarter of fiscal year 2007. The Company received the final settlement payment of $21.5 million in June 2007, and had previously received during fiscal years 2005 and 2006 a total of $35.0 million in advance payments towards costs incurred and for building, inventory and equipment damages. Of the $56.5 million in total settlement proceeds received by the Company, $25.6 million related to reimbursement of costs incurred; $23.7 million related to damages to the building, inventory and equipment; and $7.2 million related to business interruption costs which were recorded as reductions to cost of sales and selling, general and administrative expenses.

The Company accrued $9.7 million representing its management’s estimate of the total cost for decommissioning the building, including environmental matters, that was damaged in the fire. The Company paid $1.0$1.6 million during the first ninethree months of fiscal year 2009, $1.6 million during fiscal year 2008 and $3.9 million during fiscal year 2007 towards decommissioning the building, andbuilding. The Company anticipates that the remaining payments of $4.8$2.6 million will be completed by the third quarterend of fiscal year 2009.

Note 17: Fair Value Measurements

The Company adopted SFAS No. 157 as of December 31, 2007, with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities that was delayed by FSP No. 157-2. Non-recurring157-2,“Effective Date of FASB Statement No. 157,” to fiscal years beginning after November 15, 2008, which the

Company adopted as of December 29, 2008. As of April 5, 2009, the Company does not have any significant non-recurring measurements of nonfinancial assets and nonfinancial liabilitiesliabilities. The Company also adopted SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“SFAS No. 159”) as of December 31, 2007. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. The Company has not applied the provisions of SFAS No. 157 include those measuredelected to measure any additional financial instruments and other items at fair value in goodwill and indefinite lived intangible assets for impairment testing, those initially measured at fair value in a business combination, and asset retirement obligations initially measured at fair value.

Valuation Hierarchy: SFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard to measure fair value: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities based on the Company’s assumptions. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizesminimize the use of unobservable inputs to the extent possible.

The following table shows the assets and liabilities carried at fair value measured on a recurring basis at September 28, 2008April 5, 2009 classified in one of the three classifications described above:

 

   Fair Value Measurements at September 28, 2008 Using:
   Total Carrying
Value at
September 28, 2008
  Quoted prices in
active markets
(Level 1)
  Significant other
observable inputs
(Level 2)
  Significant
unobservable inputs
(Level 3)
   (In thousands)

Marketable securities

  $1,706  $1,706  $—    $—  

Foreign exchange derivative liabilities

   (46)  —     (46)  —  

Interest rate derivative liabilities

   (9,063)  —     (9,063)  —  

   Fair Value Measurements at April 5, 2009 Using:
   Total Carrying
Value at
April 5, 2009
  Quoted prices in
active markets
(Level 1)
  Significant other
observable inputs
(Level 2)
  Significant
unobservable inputs
(Level 3)
   (In thousands)

Marketable securities

  $1,273  $1,273  $—    $—  

Foreign exchange derivative assets, net

   22   —     22   —  

Valuation Techniques: The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity and fixed-income securities as well as derivative contracts. For financial assets and liabilities that utilize Level 1 and Level 2 inputs, the Company utilizes both direct and indirect observable price

quotes, including common stock price quotes, foreign exchange forward prices, and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities.

 

Marketable securities

  Include equity and fixed-income securities measured at fair value using the quoted market prices at the reporting date.

Foreign exchange derivative assets

  Include foreign exchange derivative contracts that are valued using quoted forward foreign exchange prices at the reporting date.

Interest rate

As of April 5, 2009, there has not been any significant impact to the fair value of the Company’s derivative liabilities due to its credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on the evaluation of its counterparties’ credit risks.

Include interest rate derivative contracts that are valued based on a quotation from a third-party bank utilizing observable inputs at the reporting date.

Note 18: Derivatives and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, which requires entities to provide enhanced disclosure about how and why the entity uses derivative instruments, how the instruments and related hedged items are

accounted for under SFAS No. 133, and how the instruments and related hedged items affect the financial position, results of operations, and cash flows of the entity. The Company adopted SFAS No. 161 during the first quarter of fiscal year 2009.

The Company uses derivative instruments as part of its risk management strategy only, and includes derivatives utilized as economic hedges that are not designated as hedging instruments under SFAS No. 133. The Company does not enter into derivative contracts for trading or other speculative purposes, nor does the Company use leveraged financial instruments. Approximately 60% of the Company’s business is conducted outside of the United States, generally in foreign currencies. The fluctuations in foreign currency can increase the costs of financing, investing and operating the business. The intent of these economic hedges is to offset gains and losses that occur on the underlying exposures from these currencies, with gains and losses resulting from the forward contracts that hedge these exposures.

Principal hedged currencies include the British Pound (GBP), Canadian Dollar (CAD), Euro (EUR), Japanese Yen (JPY), and Singapore Dollar (SGD). The Company held forward foreign exchange contracts with U.S. equivalent notional amounts totaling $108.5 million and $123.0 million as of April 5, 2009 and March 30, 2008, respectively. The fair value of these foreign currency derivative contracts was insignificant. The gains and losses realized on foreign currency derivative contracts are not material and the duration of these contracts was generally 30 days during both fiscal years 2009 and 2008.

By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with major investment grade financial institutions and has policies to monitor the credit risk of those counterparties.

Note 19: Contingencies

The Company is conducting a number of environmental investigations and remedial actions at current and former locations of the Company and, along with other companies, has been named a potentially responsible party (“PRP”) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period that the Company’s responsibility is established and when the cost can be reasonably estimated. The Company has accrued $4.0$4.4 million as of September 28, 2008,April 5, 2009, which represents management’s estimate of the total cost of ultimate disposition of known environmental matters. This amount is not discounted and does not reflect the recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the time period 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 the majority of such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. While it is possible that a loss exceeding the amounts recorded in the condensed consolidated financial statements may be incurred, the potential exposure is not expected to be materially different from those amounts recorded.

Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”) filed a complaint dated October 23, 2002 in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham plc, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The complaint alleges that the Company has breached its distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology,

separately and together with the other defendants. Enzo seeks injunctive and monetary relief. In 2003, the court severed the lawsuit and ordered Enzo to serve individual complaints against the five defendants. The Company subsequently filed an answer and a counterclaim alleging that Enzo’s patents are invalid. In July 2006, the court issued a decision regarding the construction of the claims in Enzo’s patents that effectively limited the coverage of certain of those claims and, the Company believes, excludes certain of the Company’s products from the coverage of Enzo’s patents. Summary judgment motions were filed by the defendants in January 2007, and a hearing with oral argument on those motions took place in July 2007, but2007. On March 16, 2009, the summary judgment motions were denied without prejudice and the case was stayed until the federal appellate court decides Enzo’s appeal of the judgment of the United States District Court for the District of Connecticut in Enzo Biochem vs. Applera Corp. and Tropix, Inc., which involves a decision on those motions has not been rendered, and a trial date has not been set.number of the same patents.

PharmaStem Therapeutics, Inc. (“PharmaStem”) filed a complaint dated February 22, 2002 against ViaCell, Inc., which is now a wholly owned subsidiary of the Company, and several other defendants in the United States District Court for the District of Delaware, alleging infringement of United States Patents No. 5,004,681 and

No. 5,192,553, relating to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and progenitor cells from umbilical cord blood (“PharmaStem I”). After several years of proceedings at the District Court level, the United States Court of Appeals for the Federal Circuit issued a decision in July 2007 that ViaCell did not infringe these two patents and that the two patents are invalid. PharmaStem filed a certiorari petition in January 2008 seeking to have the United States Supreme Court review the appellate court’s decision as to the invalidity of the patents, but did not seek any further review of the non-infringement decision. However, the United States Supreme Court denied certiorari in March 2008, so the decision by the United States Court of Appeals for the Federal Circuit in favor of ViaCell is final and non-appealable. PharmaStem had also filed a second complaint against ViaCell and other defendants in July 2004 in the United States District Court for the District of Massachusetts, alleging infringement of United States Patents No. 6,461,645 and 6,569,427, which also relate to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and progenitor cells from umbilical cord blood (“PharmaStem II”). The Delaware court granted ViaCell’s motion in October 2005 to stay the proceedings in PharmaStem II pending the outcome of PharmaStem I and a decision from the United States Patent and Trademark Office (“U.S. PTO”) on certain patent re-examination issues. On September 2, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,461,645, and on September 16, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,569,427. As a result of the cancellation of all patent claims involved in PharmaStem II by the U.S. PTO, the Company will seek a dismissal of all claims for relief set forth by PharmaStem in PharmaStem II.

The Company believes it has meritorious defenses to these lawsuits and other proceedings, and it is contesting the actions vigorously in all of the above unresolved matters. However,While each of these matters is subject to uncertainty, and it is not possible to determine whether or notin the opinion of the Company’s management, based on its review of the information available at this time, the resolution of some of these matters couldwill not have a material adverse impact on the Company’s condensed consolidated financial statements.

The Company is also subject to various other claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of its business activities. Although the Company has established accruals for potential losses that it believes are probable and reasonably estimable, in the opinion of the Company’s management, based on its review of the information available at this time, the total cost of resolving these other contingencies at September 28, 2008April 5, 2009 should not have a material adverse effect on the Company’s condensed consolidated financial statements. EachHowever, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements that we have included elsewhere in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “plans,” “anticipates,” “intends,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from the plans, intentions or expectations we disclose in the forward-looking statements we make. We have included important factors below under the heading “Risk Factors” in Part II, Item 1A. that we believe could cause actual results to differ materially from the forward-looking statements we make. We are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of technology, services and solutions to the diagnostics, detectionresearch, environmental monitoring, safety and analysissecurity, and photonicslaboratory services markets. Through our advanced technologies, applications, and services, we address critical issues that help to improve the health and safety of people and their environment.

We design, manufacture, marketannounced a new alignment of our businesses to allow us to prioritize our capabilities on two key strategic operating areas – Human Health and service components, systems and products inEnvironmental Health. We reorganized into these two reporting segments:

Life and Analytical Sciences. We are a leading provider of analysis tools, including instruments, reagents, software, and consumables, to the analytical sciences, genetic screening, bio-discovery and laboratory services markets.

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

The health sciences markets include allnew operating segments to align our resources to meet the demands of the businessesmarkets we serve and to focus on the important outcomes enabled by our technologies. This new alignment became effective at the start of our fiscal year 2009. The results reported for this quarter reflect this new alignment of our operating segments. Financial information in this report relating to the first quarter of fiscal year 2008 has been retrospectively adjusted to reflect the changes in our operating segments. In conjunction with the realignment of our operating segments, we also redefined the reporting units we use to test for the impairment of goodwill related to our businesses. We performed our annual impairment testing as of January 1, 2009, our annual impairment date for our reporting units, and based on the first step of the process we concluded that there was no goodwill impairment.

Human Health

Our new Human Health segment concentrates on developing diagnostics, tools and applications to help detect disease earlier and more accurately and to accelerate the discovery and development of critical new therapies. Within the Human Health segment, we serve both the diagnostics and research markets. The Human Health segment includes our products and services that address the genetic screening and bio-discovery markets, formerly in our Life and Analytical Sciences segment, and our technology serving the medical imaging business, as well as elements of the medical sensors and lighting businessesmarket, formerly in our Optoelectronics segment. In the first quarter of fiscal year 2009, our Human Health segment generated sales of $177.3 million.

Diagnostics Market:

We provide early detection for genetic disorders from pre-conception to early childhood as well as medical imaging for the diagnostics market. We provide early and accurate insights into the health of expectant mothers during pregnancy and their newborns. Our instruments, reagents and software test and screen for disorders and diseases, including Down syndrome, infertility, anemia and diabetes. Our medical imaging detectors are used to enable doctors to make faster and more accurate diagnosis of conditions ranging from broken bones to reduced blood flow in vascular systems. In addition, our detectors improve oncology treatments by focusing radiation directly at the tumors.

Research Market:

In the research market we provide a broad suite of solutions including reagents, liquid handling and detection technologies that enable researchers to improve the drug discovery process. These applications, solutions and services, enable pharmaceutical companies to create better therapeutics while helping to bring these therapeutics to market faster and more efficiently. The photonicsportfolio includes a wide range of systems consisting of instrumentation for automation and detection solutions, cellular imaging and analysis hardware and software, and a portfolio of consumables products, including drug discovery and research reagents. We sell our research solutions to pharmaceutical, biotechnology and academic research customers globally.

Environmental Health

Our new Environmental Health segment provides technologies and applications to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. The Environmental Health segment serves the environmental, safety and security, industrial and laboratory services markets. The Environmental Health segment includes our products and services that address the analytical sciences and laboratory service and support markets, includeformerly in our Life and Analytical Sciences segment, and our technology designed for the remaining businessessensors and specialty lighting markets, formerly in our Optoelectronics segment. In the first quarter of fiscal year 2009, our Environmental Health segment generated sales of $254.3 million.

Environmental and Safety and Security Markets:

For the environmental and safety and security markets, we provide analytical technologies that address the quality of our environment, sustainable energy development, and ensure safer food and consumer products as well as sensor and detection solutions that contribute to safer homes, offices and buildings.

We take an active part in minimizing the impact of products and industrial processes on our environment, including our water quality solutions to detect harmful substances, such as trace metal, organic, pesticide, chemical and radioactive contaminants, in the world’s water supply. Through our EcoAnalytixTM initiative, we deliver systems that combine applications, methodologies, standard operating procedures and training required for the specific analyses required.

We also develop the sensors and detectors that maintain safe and sustainable environments. To ensure safety, our motion detectors automatically turn on and shut off lights and our gas sensors detect carbon dioxide in the air and then introduce oxygen to maintain optimal air quality. In addition, our sensors are integral to security systems, ensuring the safety of an environment from intruders.

Industrial Market:

We provide analytical instrumentation, detectors, and sensors for the industrial market which includes the semiconductor, chemical, lubricants, construction, office equipment and quality assurance industries.

Laboratory Services Market:

We have over 1,500 service engineers to support our customers throughout the world and to help them improve the productivity of their labs. Our OneSource service business strategy is aligned with customer needs to consolidate laboratory services and improve efficiencies within their labs.

Overview of the First Quarter of Fiscal Year 2009

Our fiscal year ends on the Sunday nearest December 31. We report fiscal years under a 52/53 week format, and as a result certain fiscal years will contain 53 weeks. Our 2009 fiscal year will include 53 weeks, whereas our 2008 fiscal year included 52 weeks. This additional week has been reflected in the first quarter of fiscal year 2009, which had 14 weeks compared to 13 weeks in the first quarter of fiscal year 2008.

The widespread nature of the current global economic contraction has continued the deterioration for a few of our end markets during the first quarter of fiscal year 2009; however several of our end markets performed better than we anticipated. Our overall sales in the first quarter of fiscal year 2009 declined $27.1 million, or 6%, as compared to the first quarter of fiscal year 2008, reflecting a decline of $2.8 million, or 2%, in our Human Health segment sales and a decline of $24.3 million, or 9%, in our Environmental Health segment sales. The decline in our Human Health segment sales is due primarily to the decreased demand for our medical imaging products, which has resulted from constraints on medical providers’ capital budgets and a lack of financing availability. The decline in our Environmental Health segment sales is due primarily to private testing labs reducing capital purchases in response to lower demand and tight credit markets.

However, these declines have been offset in part by certain of our businesses operating in markets which are more isolated from current economic trends, or where our businesses have benefited from a push for more efficient spending, new opportunities from government regulations or possible future research spending. In our Human Health segment, we experienced strong growth in sales to the research market, including sales of our products to academic and clinical labs, during the first quarter of fiscal year 2009 as compared to that market in the first quarter of fiscal year 2008. We believe that, unlike the overall economy, the research market has stabilized and may potentially provide the opportunity for increased growth later in this fiscal year as funding from various government stimulus packages are directed towards specific areas of research. We also saw an increase in sales to the diagnostics market related to our genetic screening business during the first quarter of fiscal year 2009 as compared to that market in the first quarter of fiscal year 2008. As the rising cost of healthcare continues to be one of the critical issues contributing to the economic downturn, we anticipate that while there is continued pressure on lab budgets, we may see growth in our newborn screening business later this fiscal year as the benefits of providing earlier detection of disease, which can result in savings of long-term health care cost as well as creating better outcomes for patients, are increasingly valued.

In our Environmental Health segment, our laboratory services business enables our customers to drive efficiencies, increase production time and reduce maintenance costs, all of which are increasingly critical in this weakened economic environment. During the first quarter of fiscal year 2009, we added a number of new customers to our OneSource multivendor service and continued to gain good momentum for that program in markets beyond our traditional customer base. In addition, the strong growth from OneSource more than offset the opposing trend we have seen of customers deferring maintenance spending for analytical instruments. The increase in sales to the laboratory service market partially offset decreased sales to the environmental, safety and security and industrial markets. While overall sales to the safety and security market was driven down by the decline in spending in the pharmaceutical market, sales of consumer and food testing products grew in the first quarter of fiscal year 2009 due to increased demand for mercury, lead and pesticide testing as well as to new testing requirements for consumer product safety applications.

We experienced 167 basis points of expansion in gross margins for the first quarter of fiscal year 2009 as compared to the first quarter of fiscal year 2008. This expansion was driven primarily by productivity improvements and product mix, especially growth in higher gross margin product offerings. However, our consolidated operating profit declined approximately 23% in the first quarter of fiscal year 2009 as compared to the first quarter of fiscal year 2008, primarily related to the adverse impact of the $7.8 million of restructuring charges, primarily in headcount, taken during the first quarter of fiscal year 2009 in anticipation of decreasing demand in certain end markets.

We believe we are well positioned to continue to take advantage of our end markets where spending trends have countered the prevailing downturn, and to promote our efficiencies in markets where current conditions may increase demand for certain services. Overall, we believe that our strategic focus on Human Health and Environmental Health coupled with our breadth of end markets, deep portfolio of technologies and applications, leading market positions, global scale and financial strength will provide us with a strong foundation to weather the current economic climate.

Recent Developments

Acquisitions:

Acquisition of VaConics Lighting, IncAnalytica of Branford, Inc.. In May 2008,2009, we acquired specified assets and assumed specified liabilitiesthe outstanding stock of VaConics Lighting,Analytica of Branford, Inc. (“VaConics”Analytica”),. Analytica is a leading providerdeveloper of custommass spectrometry and standard ceramic Xenon arc lamps. Thision source technology. We expect this acquisition is expected to expandallow us to offer our Xenon lighting technology by increasing our offeringscustomers access to critical technologies such as time-of-flight and quadrupole mass spectrometers and new ion sources that provide more complete information as well as better throughput. We will also gain significant intellectual property in the field of lamp operations that include mobile phone cameras, medical endoscopes, surgical headlamps, forensic analyses, video projectors, searchlights,mass spectrometry and infrared lighting. Consideration for this transaction was approximately $3.9 million in cash. During the second quarter of fiscal year 2008, we paid VaConics approximately $0.1 million for net working capital adjustments.ion source technology. The excess of the purchase price over the fair value of the acquired net assets has been allocatedrepresents cost and revenue synergies specific to goodwill, allus as well as non-capitalizable intangible assets, such as the employee workforce acquired. We paid the shareholders of which is tax deductible. The operations for this acquisition are reported within the results of our Optoelectronics segment from the acquisition date.

Acquisition of LabMetrix Technologies S.A. In March 2008, we acquired all of the stock of LabMetrix Technologies S.A. (“LabMetrix”) and acquired specified assets and assumed specified liabilities of LabMetrix Technologies Ltd. and LabMetrix Technologies, Inc., a provider of metrology-based multi-vendor analytical instrument qualification solutions. This acquisition is expected to add technology, tools, processes and compliance expertise to our suite of OneSource® laboratory services by strengthening our support of customers in a wide range of industries including the pharmaceutical, medical device, food, toy and other consumer goods industries. Consideration for this transaction wasAnalytica approximately $4.3$24.0 million in cash plus potential additional contingent consideration. We determined that $1.9 million of the contingent consideration was probable and

recorded the accrual at the date offor this acquisition. During the third quarter of fiscal year 2008, we received approximately $0.1 million from the former shareholders of LabMetrix for net working capital adjustments. The excess of the purchase price over the fair value of the acquired net assets has beenwill be allocated to goodwill. None of the goodwill, related to the LabMetrix acquisition iswhich may be tax deductible and all ofif elected by us. We expect to report the goodwill related to the LabMetrix Technologies Ltd. and LabMetrix Technologies, Inc. acquisitions is tax deductible. The operations for this acquisition are reported within the results of our Life and Analytical SciencesEnvironmental Health segment from the acquisition date.

Acquisition of Newborn Metabolic Screening Business from Pediatrix Medical Group,Opto Technology Inc. In February 2008,January 2009, we acquired the outstanding stock of Pediatrix Screening, Inc., which constituted the newborn metabolic screening business of Pediatrix Medical Group, Inc., and is now known as PerkinElmer Genetics,Opto Technology Inc. (“PKI Genetics”Opto Technology”). PKI Genetics provides neonatal screeningOpto Technology is a supplier of light-emitting diode based lighting components and consultative services to hospitals, medical groups and various states. Thissubsystems. We expect this acquisition is expected to expand our capabilitiesportfolio of high brightness LED components by adding optical subsystems to supplyprovide energy efficient solid state laboratories and other agencies with comprehensive newborn screening solutions. Consideration for this transaction was approximately $66.3 million in cash. During the second quarter of fiscal year 2008, we received approximately $0.3 million from Pediatrix Medical Group, Inc. for net working capital adjustments.lighting solutions to original equipment manufacturers. The excess of the purchase price over the fair value of the acquired net assets has been allocatedrepresents cost and revenue synergies specific to goodwill, which may be tax deductible if elected by us. The operationsus as well as non-capitalizable intangible assets, such as the customer base acquired. We paid the shareholders of Opto Technology approximately $20.6 million in cash for this acquisition are reported withinplus $8.0 million in potential additional contingent consideration, of which we recorded $4.9 million as the resultsfair value at the acquisition date. During the first quarter of our Life and Analytical Sciences segmentfiscal year 2009, we received approximately $0.2 million from the acquisition date.

Acquisitionformer shareholders of ViaCell, Inc. In November 2007, we completed a tender offerOpto Technology for all of the outstanding shares of common stock of ViaCell, Inc. (“ViaCell”), at a price of $7.25 per share. ViaCell specializes in the collection, testing, processing and preservation of umbilical cord blood stem cells. The addition of ViaCell’s ViaCord® product offering for the preservation of umbilical cord blood, and its sales and marketing organization, has facilitated the expansion of our neonatal and prenatal businesses. Aggregate consideration for this transaction was approximately $295.8 million in cash, which excludes $31.8 million in acquired cash.net working capital adjustments. The excess of the purchase price over the fair value of the acquired net assets has been allocated to goodwill, none of which is tax deductible. TheWe report the operations for this acquisition are reported within the results of our Life and Analytical SciencesEnvironmental Health segment from the acquisition date.

Following the ViaCell acquisition, we committed to a preliminary plan of integration of certain ViaCell activities that included workforce reductions and the partial closure of an excess facility. Through the second quarter of fiscal year 2008, we recorded a $2.4 million liability for severance and the partial closure of an excess facility with a corresponding adjustment to goodwill in accordance with EITF Issue No. 95-3,“Recognition of Liabilities in Connection with a Purchase Business Combination”Leadership transition: (“EITF No. 95-3”). We finalized the integration plan and all actions related to this plan as of June 29, 2008.

Following the ViaCell acquisition,On April 28, 2009, our Board of Directors (the(our “Board”) approvedelected Frank Anders Wilson to serve as our Chief Financial Officer, Chief Accounting Officer, and Senior Vice President, effective as of Mr. Wilson’s assumption of his responsibilities and commencement of his employment in May 2009. Mr. Wilson joins us after 12 years at Danaher Corporation (“Danaher”), a planleading industrial company, where he served as Corporate Vice President of Investor Relations since 2003. From 1997 to sell the ViaCyteSM2003, Mr. Wilson also held several other senior management positions with Danaher. Prior to joining Danaher, Mr. Wilson worked for AlliedSignal Inc. from 1994 to 1997 where he last served as Vice President of Finance and Cellular Therapy Technology businesses that were acquired with ViaCell. The ViaCyteSM business focused on the developmentChief Financial Officer of Commercial Aviations Systems. Mr. Wilson holds a proprietary media intended for the cryopreservationBachelor of human unfertilized oocytes. The Cellular Therapy Technology business focused on the development and sale of unrestricted somatic stem cell products which are derivedArts degree in accounting from umbilical cord blood. We determined that both businesses do not strategically fit with the other products offered by our Life and Analytical Sciences segment. WeBaylor University. Mr. Wilson is also determined that without investing capital into the operations of both businesses, we could not effectively compete with larger companies that focus on the market for such products. After careful consideration, we decided in the second quarter of fiscal year 2008 to close the ViaCyteSM and Cellular Therapy Technology businesses, recording a pre-tax loss of $8.3 million for severance and facility closure costs. We have classified the results and closure of the ViaCyteSM and Cellular Therapy Technology businesses as discontinued operations in the accompanying financial statements. See Note 11 to our financial statements included in this quarterly report for additional details.Certified Public Accountant.

Critical Accounting Policies and Estimates

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

Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. We believe our critical accounting policies include our policies regarding revenue recognition, allowances for doubtful accounts, inventory valuation, business combinations, value of long-lived assets, including intangibles, employee compensation and benefits, restructuring activities, gains or losses on dispositions and income taxes.

For a more detailed discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the fiscal year ended December 30, 2007,28, 2008, as filed with the Securities and Exchange Commission (the “SEC”) (the “2007“2008 Form 10-K”).

Consolidated Results of Continuing Operations

Sales

Sales for the three months ended September 28, 2008April 5, 2009 were $505.1$431.6 million, versus $435.7as compared to $458.7 million for the three months ended SeptemberMarch 30, 2007, an increase2008, a decrease of $69.4$27.1 million, or 16%6%, which includes an approximate 2% increase7% decrease in sales attributable to favorableunfavorable changes in foreign exchange rates and an approximate 5%1% increase from acquisitions. The three months ended April 5, 2009 had 14 weeks compared to 13 weeks for the three months ended March 30, 2008. The analysis in the remainder of this paragraph compares segment sales for the three months ended September 28, 2008April 5, 2009 as compared to the three months ended SeptemberMarch 30, 20072008 and includes the effect of foreign exchange rate fluctuations and acquisitions. The total increasedecrease in sales reflects a $54.1$2.8 million, or 17%2%, increasedecrease in our Life and Analytical SciencesHuman Health segment sales, due to increasesa decrease in diagnostics market sales to genetic screening customers of $24.4$5.9 million, which was partially offset by an increase in research market sales to bio-discovery customers of $10.8 million, sales to laboratory service customers of $10.4 million, and sales to analytical sciences customers of $8.5$3.1 million. Our OptoelectronicsEnvironmental Health segment sales grew $15.4decreased $24.3 million, or 13%9%, primarily due to increasesdecreases in environmental, safety and security and industrial markets sales of our specialty lighting products of $9.2$26.5 million, andwhich was partially offset by an increase in laboratory services market sales of our medical imaging products of $6.2 million. Sales of our optical sensors were flat for the three months ended September 28, 2008 as compared to the three months ended September 30, 2007.

Sales for the nine months ended September 28, 2008 were $1,516.1 million, versus $1,275.9 million for the nine months ended September 30, 2007, an increase of $240.2 million, or 19%, which includes an approximate 4% increase in sales attributable to favorable changes in foreign exchange rates and an approximate 5% increase from acquisitions. The analysis in the remainder of this paragraph compares segment sales for the nine months ended September 28, 2008 as compared to the nine months ended September 30, 2007 and includes the effect of foreign exchange rate fluctuations and acquisitions. The total increase in sales reflects a $181.9 million, or 19%, increase in our Life and Analytical Sciences segment sales, due to increases in sales to genetic screening customers of $82.2 million, sales to analytical sciences customers of $39.0 million, sales to laboratory service customers of $36.9 million, and sales to bio-discovery customers of $23.7 million. Our Optoelectronics segment sales grew $58.3 million, or 18%, primarily due to increases in sales of our specialty lighting products of $30.2 million, medical imaging products of $24.8 million, and optical sensors of $3.2$2.2 million.

Cost of Sales

Cost of sales for the three months ended September 28, 2008April 5, 2009 was $294.0$243.6 million, versus $257.2as compared to $266.6 million for the three months ended SeptemberMarch 30, 2007, an increase2008, a decrease of approximately $36.8$23.0 million, or 14%9%. As a percentage of sales, cost of sales decreased to 58.2% in56.4% for the three months ended September 28, 2008April 5, 2009, from 59.0%

in58.1% for the three months ended SeptemberMarch 30, 2007,2008, resulting in an increase in gross margin of 83167 basis points to 41.8% in43.6% for the three months ended September 28, 2008,April 5, 2009, from 41.0% in41.9% for the three months ended SeptemberMarch 30, 2007.2008. Amortization of intangible assets increased due to the acquisitions completed in fiscal years 2008 and 2007decreased and was $9.5$8.8 million for the three months ended September 28, 2008April 5, 2009 as compared to $8.5$9.2 million for the three months ended SeptemberMarch 30, 2007.2008. Stock option expense was $0.3 million for both the three months ended April 5, 2009 and March 30, 2008. The amortization of purchase accounting adjustments to record the inventory from certain acquisitions completed in fiscal year 20072009 was approximately $0.4$0.2 million for the three months ended September 30, 2007. Stock option expenseApril 5, 2009. The increase in gross margin was $0.4 million for eachprimarily the result of the three months ended September 28, 2008 and September 30, 2007. The combined favorable impact of productivity improvements increased sales volume, and product mix, especially growth in higher gross margin products such as ViaCord® increased gross margin; however, this increase was partially offset by inflation and increased freight costs.

Cost of sales for the nine months ended September 28, 2008 was $887.7 million, versus $764.7 million for the nine months ended September 30, 2007, an increase of approximately $123.0 million, or 16%. As a percentage of sales, cost of sales decreased to 58.6% in the nine months ended September 28, 2008 from 59.9% in the nine months ended September 30, 2007, resulting in an increase in gross margin of 138 basis points to 41.4% in the nine months ended September 28, 2008, from 40.1% in the nine months ended September 30, 2007. Amortization of intangible assets increased due to the acquisitions completed in fiscal years 2008 and 2007 and was $28.3 million for the nine months ended September 28, 2008 as compared to $25.6 million for the nine months ended September 30, 2007. The amortization of purchase accounting adjustments to record the inventory from certain acquisitions completed in fiscal year 2007 was approximately $2.5 million for the nine months ended September 30, 2007. Stock option expense was $0.9 million for each of the nine months ended September 28, 2008 and September 30, 2007. The combined favorable impact of productivity improvements, increased sales volume, and growth in higher gross margin products such as ViaCord® increased gross margin; however, this increase was partially offset by inflation, increased freight costs and growth in lower gross margin products such as laboratory service and specialty lighting.products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 28, 2008April 5, 2009 were $131.1$128.4 million as compared to $106.4$130.8 million for the three months ended SeptemberMarch 30, 2007, an increase2008, a decrease of approximately $24.7$2.4 million, or 23%2%. As a percentage of sales, selling, general and administrative expenses were 26.0%29.8% for the three months ended September 28, 2008,April 5, 2009 as compared to 24.4% in28.5% for the three months ended SeptemberMarch 30, 2007.2008. Amortization of intangible assets was $4.1$4.2 million for the three months ended September 28, 2008April 5, 2009 as compared to $1.8$3.9 million for the three months ended SeptemberMarch 30, 2007.2008. Stock option expense was $2.1$1.6 million for both the three months ended April 5, 2009 and $1.9March 30, 2008. Purchase accounting adjustments for contingent consideration and other acquisition costs related to certain acquisitions completed in fiscal year 2009 were approximately $1.0 million for the three months ended September 28, 2008 and September 30, 2007, respectively. Increased sales and marketing expenses to support recent acquisitions, particularly the acquisition of ViaCell, also increased selling, general and administrative expenses.

Selling, general and administrative expenses for the nine months ended September 28, 2008 were $406.2 million as compared to $317.5 million for the nine months ended September 30, 2007, an increase of approximately $88.7 million, or 28%. As a percentage of sales,April 5, 2009. The decrease in selling, general and administrative expenses were 26.8% forwas primarily the nine months ended September 28, 2008, compared to 24.9% in the nine months ended September 30, 2007. Amortizationresult of intangible assets was $12.1 million for the nine months ended September 28, 2008 as compared to $5.1 million for the nine months ended September 30, 2007. Stock option expense was $5.0 million and $5.4 million for the nine months ended September 28, 2008 and September 30, 2007, respectively. Increasedincreased sales and marketing expenses, to support recent acquisitions, particularly the acquisition of ViaCell, alsoin emerging territories, and increased selling, general and administrative expenses.pension expenses, offset by foreign exchange.

Research and Development Expenses

Research and development expenses for the three months ended September 28, 2008April 5, 2009 were $27.5$26.0 million versus $27.7as compared to $27.8 million for the three months ended SeptemberMarch 30, 2007,2008, a decrease of $0.2$1.9 million, or 1%7%. As a percentage of sales, research and development expenses decreased to 5.4% inwere flat for the three months ended September 28, 2008, from 6.4% inApril 5, 2009 as compared to the three months ended SeptemberMarch 30, 2007.2008. Amortization of intangible assets was $0.5 million for both the three months ended September 28, 2008 as compared to $0.4 million for the three months ended SeptemberApril 5, 2009 and March 30, 2007.2008. Research and development expenses also included stock option expense of $0.03 million and $0.1 million for both the three months ended September 28, 2008April 5, 2009 and SeptemberMarch 30, 2007, respectively.2008. We directed research and development efforts similarly during fiscal years 20082009 and 2007,2008, primarily toward genetic screening, bio-discovery,the diagnostics and analytical sciencesresearch markets within our Life and Analytical SciencesHuman Health segment, and medical imagingthe environmental and photonicssafety and security markets within our OptoelectronicsEnvironmental Health segment, in order to help accelerate our growth initiatives.

Research and development expenses for the nine months ended September 28, 2008 were $86.5 million versus $82.8 million for the nine months ended September 30, 2007, an increase of $3.7 million, or 4%. As a percentage of sales, research and development expenses decreased to 5.7% in the nine months ended September 28, 2008, from 6.5% in the nine months ended September 30, 2007. Amortization of intangible assets was $1.6 million for the nine months ended September 28, 2008 as compared to $1.2 million for the nine months ended September 30, 2007. Research and development expenses also included stock option expense of $0.3 million and $0.4 million for the nine months ended September 28, 2008 and September 30, 2007, respectively.

Restructuring and Lease Charges, (Reversals), Net

We have undertaken a series of restructuring actions related to the impact of acquisitions, divestitures and the integration of our business units. Restructuring actions were recorded in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 146,“Accounting for Costs Associated with Exit or Disposal Activities.”

A description of the restructuring plans and the activity recorded for the ninethree months ended September 28, 2008April 5, 2009 is listed below. Details of thesethe plans initiated in previous years, particularly those listed under“Previous Restructuring and Integration Plans,” are discussed more fully in Item 7 “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 20072008 Form 10-K.

The purposerestructuring plan for the first quarter of thefiscal year 2009 was principally to reduce resources in anticipation of decreasing demand in certain end markets. The restructuring plans approved inplan for the third quarter of fiscal year 2008 and fourth quarter of fiscal year 2007, detailed below, was principally to shift resources into geographic regions and product lines that are more consistent with our growth strategy. The pre-tax restructuring activities associated with these plans have been reported as restructuring expenses as a component of operating expenses from continuing operations. We expect the impact of immediate cost savings from the first quarter of fiscal year 2009 restructuring plan on operating results and cash flows to approximately offset the decline in revenue. We expect the impact of future cost savings from these restructuring activities on operating results and cash flows to be negligible, as we have incurred and will incur offsetting costs.

Q1 2009 Plan

During the first quarter of fiscal year 2009, our management approved a plan to reduce resources in anticipation of decreasing demand in certain end markets (the “Q1 2009 Plan”). As a result of the Q1 2009 Plan, we recognized a $3.0 million pre-tax restructuring charge in the Environmental Health segment related to a workforce reduction from reorganization activities and the closure of an excess facility. We also recognized a $4.8 million pre-tax restructuring charge in the Human Health segment related to a workforce reduction from reorganization activities and the closure of an excess facility. All actions related to the Q1 2009 Plan were completed by April 5, 2009.

The following table summarizes the Q1 2009 Plan activity for the three months ended April 5, 2009:

   Headcount  Severance  Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Provision

  166  $7,365  $458  $7,823 

Amounts paid and foreign currency translation

  (79)  (1,283)  (83)  (1,366)
                

Balance at April 5, 2009

  87  $6,082  $375  $6,457 
                

All employee relationships have been severed and we anticipate that the remaining severance payments of $6.1 million for workforce reductions will be completed by the end of the fourth quarter of fiscal year 2010. We also anticipate that the remaining payments of $0.4 million for the closure of the excess facility will be paid through fiscal year 2012, in accordance with the terms of the applicable leases.

Q3 2008 Plan

During the third quarter of fiscal year 2008, our management approved a plan to shift resources into product lines that are more consistent with our growth strategy (the “Q3 2008 Plan”). As a result of the Q3 2008 Plan, we recognized a $7.5$3.3 million pre-tax restructuring charge in our Life and Analytical Sciencesthe Environmental Health segment related to a workforce reduction from reorganization activities and the closure of excess facilities. We also recognized a $0.3$4.5 million pre-tax restructuring charge in our Optoelectronicsthe Human Health segment related to a workforce reduction from reorganization activities.activities and the closure of excess facilities. All actions related to the Q3 2008 Plan were completed by September 28, 2008.

The following table summarizes the Q3 2008 Plan activity for the ninethree months ended September 28, 2008:April 5, 2009:

 

   Headcount  Severance  Closure
of Excess Facilities
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  —    $—    $—    $—   

Provision

  107   6,506   1,334   7,840 

Amounts paid and foreign currency translation

  (55)  (1,100)  —     (1,100)
                

Balance at September 28, 2008

  52  $5,406  $1,334  $6,740 
                
   Severance  Closure
of Excess Facilities
  Total 
   (Dollars in thousands) 

Balance at December 28, 2008

  $2,659  $1,152  $3,811 

Amounts paid and foreign currency translation

   (1,005)  (163)  (1,168)
             

Balance at April 5, 2009

  $1,654  $989  $2,643 
             

WeAll employee relationships have been severed and we anticipate that the remaining severance payments of $5.4$1.7 million for workforce reductions will be completed by the end of the fourth quarter of fiscal year 2010, and2010. We also anticipate that the remaining payments of $1.3$1.0 million for the closure of the excess facilities will be paid through fiscal year 2011, in accordance with the terms of the applicable leases.

Q4 2007 Plan

During the fourth quarter of fiscal year 2007, our management approved a plan to shift resources into geographic regions and product lines that are more consistent with our growth strategy (the “Q4 2007 Plan”). As a result of the Q4 2007 Plan, we recognized a $4.8 million pre-tax restructuring charge in our Life and Analytical Sciences segment related to a workforce reduction from reorganization activities. We also recognized a $4.8 million pre-tax restructuring charge in our Optoelectronics segment related to a workforce reduction and the partial closure of a facility, which was offset by the recognition of a $2.2 million deferred gain from the sale-leaseback of that facility during the fiscal year 2001. All actions related to the Q4 2007 Plan were completed by December 30, 2007.

The following table summarizes the Q4 2007 Plan activity for the nine months ended September 28, 2008:

   Headcount  Severance  Partial Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  59  $4,268  $4,328  $8,596 

Amounts paid, amortization of deferred gain and foreign currency translation

  (59)  (3,251)  (910)  (4,161)

Changes in estimates

  —     (279)  699   420 
                

Balance at September 28, 2008

  —    $738  $4,117  $4,855 
                

During the third quarter of fiscal year 2008, we recorded a reversal of $0.3 million primarily due to lower than expected employee separation costs associated with our Life and Analytical Sciences segment. We also recorded an additional charge of $0.7 million due to higher than expected costs associated with the partial closure of a facility within our Optoelectronics segment. We anticipate that the remaining payments of $0.7 million for workforce reductions will be completed by the end of the first quarter of fiscal year 2009, and the remaining payments of $4.1 million for the partial closure of the excess facility will be paid through fiscal year 2022, in accordance with the terms of the applicable lease.

ViaCell Plan

Following the ViaCell acquisition, we committed to a preliminary plan of integration of certain ViaCell activities that included workforce reductions and the partial closure of an excess facility (the “ViaCell Plan”). Through the second quarter of fiscal year 2008, we recorded a $2.4 million liability for severance and the partial closure of an excess facility with a corresponding adjustment to goodwill in accordance with EITF No. 95-3. We finalized the integration plan and all actions related to this plan as of June 29, 2008.

The following table summarizes the ViaCell Plan activity for the nine months ended September 28, 2008:

   Headcount  Severance  Partial Closure
of Excess Facility
  Total 
      (Dollars in thousands) 

Balance at December 30, 2007

  5  $1,184  $—    $1,184 

Provision

  6   419   810   1,229 

Amounts paid

  (8)  (1,157)  (339)  (1,496)
                

Balance at September 28, 2008

  3  $446  $471  $917 
                

We anticipate that the remaining payments of approximately $0.4 million for workforce reductions will be completed by the end of the second quarter of fiscal year 2009, and the remaining payments of $0.5 million for the partial closure of the excess facility will be paid through fiscal year 2014, in accordance with the terms of the applicable lease.

Previous Restructuring and Integration Plans

The principal actions of the restructuring and integration plans from the fiscal years 2001 through the first quarter of fiscal year 2007 were workforce reductions related to the integration of our Life Sciences and Analytical Instruments businesses which is now our Life and Analytical Sciences segment, in order to reduce costs and achieve operational efficiencies as well as workforce reductions in both our Lifethe Environmental Health and Analytical Sciences and OptoelectronicsHuman Health segments by shifting resources into geographic regions and product lines that are more consistent with our growth strategy. During the ninethree months ended September 28, 2008,April 5, 2009, we paid $0.7$0.2 million related to these plans. During the third quarter of fiscal year 2008, we recorded a reversal of $1.0 million related to lower than expected costs associated with severance of several of these plans. As of September 28, 2008,April 5, 2009, we had approximately $1.3$1.7 million of remaining liabilities associated with these restructuring and integration plans, from the fiscal years 2001 through the first quarter of fiscal year 2007, primarily relating to remaining lease obligations related to those closed facilities in our Lifeboth the Environmental Health and Analytical Sciences segment.Human Health segments. The remaining terms of these leases vary in length and will be paid through fiscal year 2011. We anticipate that the remaining severance payments will be completed by the end of fiscal year 2009.

Lease Charges

To facilitate the sale of a business in fiscal year 2001, we were required to guarantee the obligations that the buyer of the business assumed related to the lease for the building in which the business operates. The lease obligations continue through March 2011. While we assigned our interest in the lease to the buyer at the time of the sale of the business, in the event the buyer defaults under the lease, we are responsible for all remaining lease payments and certain other building related expenses. As an additional measure to facilitate the sale of the business, we obtained a letter of credit as partial security for a loan to the buyer, which could have been drawn upon by the buyer’s lender in the event the buyer was delinquent in repayment of the loan. During the second quarter of fiscal year 2007, the lessor of the building began the process to evict the buyer as a result of unpaid lease payments and building expenses and sought reimbursement from us. As a result of this action, weWe recorded a charge of $4.5$2.7 million related to payments for this lease obligationobligation. The buyer filed for bankruptcy protection on October 27, 2008 and was delinquent in making both its lease payments

and payments for certain building expenses, requiring us to make payments of $0.4 million during fiscal year 2008. In addition, we made payments of $0.3 million during the potential drawdown of the letter of credit. During the thirdfirst quarter of fiscal year 2007, the buyer completed a recapitalization of the business with another lender. The proceeds of the recapitalization were used to pay off the remaining balance on the original securitized loan, as well as to make certain payments to the landlord for back rent and other obligations arising under the lease. We were also released from our obligation under the letter of credit on the original securitized loan. As a result of these actions, we recorded a reversal of $1.4 million related to payments for this lease obligation and the release of the letter of credit in the third quarter of fiscal year 2007. During the second quarter of fiscal year 2008, the buyer paid all delinquent lease payments and building expenses and as a result, we recorded an additional reversal of $0.4 million.2009. As of September 28, 2008,April 5, 2009, we wereare still responsible for the remaining accrual of $2.7$2.0 million, which relates to the remaining lease and building obligations through March

2011, reduced by estimated sublease rentals reasonably expected to be obtained for the property. Beginning in the third quarter of fiscal year 2008, the buyer was delinquent in making both its lease payments and payments for certain building expenses, requiring us to make minimum payments to date in the fourth quarter of fiscal year 2008 of $0.4 million. As a result, the remaining accrual is currently $2.3 million. The buyer also filed for bankruptcy protection on October 27, 2008.

Gains on Settlement of Insurance Claim

During the second quarter of fiscal year 2007, we settled an insurance claim resulting from a fire that occurred within our Life and Analytical Sciences facility in Boston, Massachusetts in March 2005. As a result of that settlement, we recorded gains of $15.3 million during the second quarter of fiscal year 2007. We received the final settlement payment of $21.5 million in June 2007, and had previously received, during fiscal years 2005 and 2006, a total of $35.0 million in advance payments towards costs incurred and for building, inventory and equipment damages. Of the $56.5 million in total settlement proceeds received, $25.6 million related to reimbursement of costs incurred; $23.7 million related to damages to the building, inventory and equipment; and $7.2 million related to business interruption costs which were recorded as reductions to cost of sales and selling, general and administrative expenses.

The building that was damaged by the March 2005 fire is currently not being used for operations and the associated depreciation has ceased. During the second quarter of fiscal year 2007, we accrued $9.7 million representing our management’s estimate of the total cost for decommissioning the building, including environmental matters. We paid $1.0 million during the first nine months of fiscal year 2008 and $3.9 million during fiscal year 2007 towards decommissioning the building, and we anticipate that the remaining payments of $4.8 million will be completed by the third quarter of fiscal year 2009.

In-process Research and Development Charge

There was no in-process research and development (“IPR&D”) charge for each of the three months ended September 28, 2008 and September 30, 2007.

There was no IPR&D charge for the nine months ended September 28, 2008. The IPR&D charge for the nine months ended September 30, 2007 was $1.5 million, which related to the acquisitions of Evotec Technologies GmbH and Euroscreen Products S.A. in January 2007. We believe that the estimated purchased research and development amounts represent the fair value of each project at the acquisition date, and the amount represents our management’s best estimate of the amount a third-party would pay for the projects.

Interest and Other Expense, Net

Interest and other expense, net consisted of the following:

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
   April 5,
2009
 March 30,
2008
 
  (In thousands)   (In thousands) 

Interest income

  $(1,064) $(1,077) $(3,249) $(3,381)  $(477) $(1,358)

Interest expense

   6,371   4,122   18,435   9,886    4,588   6,318 

Gains on dispositions of investments, net

   —     (161)  (1,158)  (697)   —     (889)

Other expense, net

   743   2,396   2,280   5,668    726   1,239 
                    

Total interest and other expense, net

  $6,050  $5,280  $16,308  $11,476   $4,837  $5,310 
                    

Interest and other expense, net for the three months ended September 28, 2008April 5, 2009 was $6.1$4.8 million versusas compared to $5.3 million for the three months ended SeptemberMarch 30, 2007, an increase2008, a decrease of $0.8$0.5 million. The increasedecrease in interest and

other expense, net, infor the three months ended September 28, 2008April 5, 2009 as compared to the three months ended SeptemberMarch 30, 20072008 was primarily due to higherlower interest rates on outstanding debt balances, which was partially offset by lower interest rates. Interest income was flat as a resultthe increase in the amount of fixed rate debt and lower interest rates which were offset by higheron cash balances. Interest expense increased $2.2decreased $1.7 million dueand interest income decreased $0.9 million for the three months ended April 5, 2009 as compared to higher outstanding debt balances.the three months ended March 30, 2008. Other expenses for the three months ended September 28, 2008April 5, 2009 as compared to the three months ended SeptemberMarch 30, 20072008 decreased by $1.7$0.5 million, and consisted primarily of expenses related to foreign currency translation.

Interesttransactions and other expense, net for the nine months ended September 28, 2008 was $16.3 million versus $11.5 million for the nine months ended September 30, 2007, an increase of $4.8 million. The increase in interest and other expense, net, in the nine months ended September 28, 2008 as compared to the nine months ended September 30, 2007 was primarily due to higher outstanding debt balances, which was partially offset by lower interest rates. Interest income decreased $0.1 million as a result of lower interest rates, which were partially offset by higher cash balances. Interest expense increased $8.5 million due to higher outstanding debt balances. During the nine months ended September 28, 2008, we also recognized a net gain on dispositions of investments of $1.2 million associated with the dissolution of certain investments, as compared to the $0.7 million recognized during the nine months ended September 30, 2007. Other expenses for the nine months ended September 28, 2008 as compared to the nine months ended September 30, 2007 decreased by $3.4 million, and consisted primarily of expenses related to foreign currency translation. A more complete discussion of our liquidity is set forth below under the heading “Liquidity and Capital Resources.”

(Benefit from) Provision for Income Taxes

For the three months ended September 28, 2008,April 5, 2009, the benefit from income taxes from continuing operations was $4.5 million, as compared to a provision of $9.5 million for the three months ended September 30, 2007. The provision for income taxes from continuing operations was $13.5$5.8 million, for the nine months ended September 28, 2008, as compared to a provision of $26.4$7.4 million for the ninethree months ended SeptemberMarch 30, 2007.2008. The effective tax rate from continuing operations was a benefit of 11.5%28.0% for the three months ended September 28, 2008 and a provision of 12.0% for the nine months ended September 28, 2008,April 5, 2009 as compared to a provision of 23.3% and 25.0%26.3% for the three and nine months ended SeptemberMarch 30, 2007, respectively.2008. The lowerhigher effective tax rate in fiscal year 20082009 was primarily due to (i)an increase in the recognitionexpected mix of $15.6 million of incomeprofits from higher tax benefits relatedrate jurisdictions as compared to the settlement of several income tax audits worldwide, including Canada, the Netherlands, the U.K. and the U.S. covering various years ranging from 1998 through 2005 during the quarter ended September 28, 2008; (ii) the non-deductible IPR&D charge of $1.5 million recorded in the ninethree months ended SeptemberMarch 30, 2007; and (iii) the accrual of U.S. taxes on the $15.3 million gains on the settlement of an insurance claim in the nine months ended September 30, 2007.2008.

Discontinued Operations

As part of our continuedcontinuing efforts to focus on higher growth opportunities, we have discontinued certain businesses. We have accounted for these businesses as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment orDisposal of Long-LivedLong-lived Assets, and, accordingly, have presented the results of operations and related cash flows as discontinued operations for all periods presented. The assets and liabilities of these businesses have been presented separately, and are reflected within the assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as of September 28, 2008April 5, 2009 and December 30, 2007.28, 2008.

We recorded the following gains and losses, which have been reported as gain (loss)loss on disposition of discontinued operations:

 

   Three Months Ended  Nine Months Ended 
   September 28,
2008
  September 30,
2007
  September 28,
2008
  September 30,
2007
 
   (In thousands) 

Net income (loss) on disposition of ViaCyteSM and Cellular Therapy Technology businesses

  $113  $—    $(8,338) $—   

Net (loss) gain on disposition of other discontinued operations

   (300)  (104)  (254)  652 
                 

Net (loss) gain on disposition of discontinued operations before income taxes

   (187)  (104)  (8,592)  652 

(Benefit from) provision for income taxes

   (8,331)  253   (9,577)  752 
                 

Gain (loss) on disposition of discontinued operations, net of income taxes

  $8,144  $(357) $985  $(100)
                 
   Three Months Ended 
   April 5,
2009
  March 30,
2008
 
   (In thousands) 

Loss on disposition of ViaCyteSM and Cellular Therapy Technology businesses

  $(2,431) $—   

Net loss on disposition of other discontinued operations

   (117)  (237)
         

Net loss on disposition of discontinued operations before income taxes

   (2,548)  (237)

(Benefit from) provision for income taxes

   (959)  132 
         

Loss on disposition of discontinued operations, net of income taxes

  $(1,589) $(369)
         

As part of our new strategic business alignment into the Human Health and Environmental Health segments and our continuing efforts to focus on higher growth opportunities, in December 2008, our management approved separate plans to divest our Photonics and Photoflash businesses within the Environmental Health segment. Photonics and Photoflash products and technologies include xenon flashtubes and modules. These products are used in a variety of applications including mobile phones and laser machine tools. We are actively marketing and are currently committed to a plan to sell both of these businesses.

In addition, during December 2008, our management approved the shut down of certain instrument businesses within the Human Health segment: Cellular Screening Fluorescence and Luminescence workstations, Analytical Proteomics Instruments and Proteomics and Genomics Instruments. The shut down of the Cellular Screening Fluorescence and Luminescence workstations business, the Analytical Proteomics Instruments business, and the Proteomics and Genomics Instruments business resulted in a pre-tax loss of $4.8 million related to lease and severance costs and the reduction of fixed assets and inventory to net realizable value during fiscal year 2008.

In November 2007, we acquired ViaCell, Inc. (“ViaCell”), which specializes in the collection, testing, processing and preservation of umbilical cord blood stem cells. Following the ViaCell acquisition, our Board approved a plan to sell the ViaCyteSM and Cellular Therapy Technology businesses that were acquired with ViaCell. The ViaCyteSM business focused on the development of a proprietary media intended for the cryopreservation of human unfertilized oocytes. The Cellular Therapy Technology business focused on the development and sale of unrestricted somatic stem cell products which are derived from umbilical cord blood. We determined that both businesses do not strategically fit with the other products offered by our Life and Analytical Sciencesthe Human Health segment. We also determined that without investing capital into the operations of both businesses, we could not effectively compete with larger companies that focus on the market for such products. After careful consideration, we decided in the second quarter of fiscal year 2008 to closeshut down the ViaCyteSM and Cellular Therapy Technology businesses, recordingbusinesses. We recorded a pre-tax loss of $8.3$8.0 million for severance and facility closure costs. We have classified the results and closure of the ViaCyteSM and Cellular Therapy Technology businesses as discontinued operations in the accompanying financial statements.

During each of the first nine months of fiscal years 2008 and 2007, we settled various commitments related to the divestiture of other discontinued operations and recognized a pre-tax loss of $0.3 million incosts during fiscal year 2008 and arecorded an additional pre-tax gainloss of $0.7$2.4 million in fiscal year 2007. The benefit from income taxes of $9.6 million inrelated to facility closure costs during the third quarterfirst three months of fiscal year 2008 includes $8.5 million of income tax benefits related to the effective settlement of income tax audits during the quarter ended September 28, 2008.2009.

Summary operating results of the discontinued operations for the periods prior to the planned disposition were as follows:

 

 Three Months Ended Nine Months Ended  Three Months Ended 
 September 28,
2008
 September 30,
2007
 September 28,
2008
 September 30,
2007
  April 5,
2009
 March 30,
2008
 
 (In thousands)  (In thousands) 

Sales

 $—   $—   $—    $—    $7,732  $23,623 

Costs and expenses

  —    —    (4,270)  —     (10,849)  (23,654)
                

Operating loss from discontinued operations

  —    —    (4,270)  —     (3,117)  (31)

Other expense, net

  —    —    —     —     —     —   
                

Loss from discontinued operations before income taxes

  —    —    (4,270)  —     (3,117)  (31)

Benefit from income taxes

  —    —    (104)  —  

(Benefit from) provision for income taxes

   (204)  201 
                

Loss from discontinued operations, net of income taxes

 $—   $—   $(4,166) $—    $(2,913) $(232)
                

Contingencies, Including Tax Matters

We are conducting a number of environmental investigations and remedial actions at our current and former locations and, along with other companies, have been named a potentially responsible party (“PRP”) for certain waste disposal sites. We accrue for environmental issues in the accounting period that our responsibility is established and when the cost can be reasonably estimated. We have accrued $4.0$4.4 million as of September 28, 2008,April 5, 2009, which represents our management’s estimate of the total cost of ultimate disposition of known environmental matters. This amount is not discounted and does not reflect the recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the time period over which remediation may occur, and the possible effects of changing laws and regulations. For sites where we have been named a PRP, our management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. We expect that the majority of such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material adverse effect on our financial position, results of operations, or cash flows. While it is possible that a loss exceeding the amounts recorded in the condensed consolidated financial statements may be incurred, the potential exposure is not expected to be materially different from those amounts recorded.

Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”) filed a complaint dated October 23, 2002 in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham plc, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The complaint alleges that we have breached our distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. In 2003, the court severed the lawsuit and ordered Enzo to serve individual complaints against the five defendants. We subsequently filed an answer and a counterclaim alleging that Enzo’s patents are invalid. In July 2006, the court issued a decision regarding the construction of the claims in Enzo’s patents that effectively limited the coverage of certain of those claims and, we believe, excludes certain of our products from the coverage of Enzo’s patents. Summary judgment motions were filed by the defendants in January 2007, and a hearing with oral argument on those motions took place in July 2007, but2007. On March 16, 2009, the summary judgment motions were denied without prejudice and the case was stayed until the federal appellate court decides Enzo’s appeal of the judgment of the United States District Court for the District of Connecticut in Enzo Biochem vs. Applera Corp. and Tropix, Inc., which involves a decision on those motions has not been rendered, and a trial date has not been set.number of the same patents.

PharmaStem Therapeutics, Inc. (“PharmaStem”) filed a complaint dated February 22, 2002 against ViaCell, Inc., which is now our wholly owned subsidiary, and several other defendants in the United States District Court for the District of Delaware, alleging infringement of United States Patents No. 5,004,681 and No. 5,192,553, relating to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and progenitor cells from umbilical cord blood (“PharmaStem I”). After several years of proceedings at the District Court level, the United States Court of Appeals for the Federal Circuit issued a decision in July 2007 that ViaCell did not infringe these two patents and that the two patents are invalid. PharmaStem filed a certiorari petition in January 2008 seeking to have the United States Supreme Court review the appellate court’s decision as to the invalidity of the patents, but did not seek any further review of the non-infringement decision. However, the United States Supreme Court denied certiorari in March 2008, so the decision by the United States Court of Appeals for the Federal Circuit in favor of ViaCell is final and non-appealable. PharmaStem had also filed a second complaint against ViaCell and other defendants in July 2004 in the United States District Court for the District of Massachusetts, alleging infringement of United States Patents No. 6,461,645 and 6,569,427, which also relate to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and

progenitor cells from umbilical cord blood (“PharmaStem II”). The Delaware court granted ViaCell’s motion in October 2005 to stay the proceedings in PharmaStem II pending the outcome of PharmaStem I and a decision

from the United States Patent and Trademark Office (“U.S. PTO”) on certain patent re-examination issues. On September 2, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,461,645, and on September 16, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,569,427. As a result of the cancellation of all patent claims involved in PharmaStem II by the U.S. PTO, we will seek a dismissal of all claims for relief set forth by PharmaStem in PharmaStem II.

We believe we have meritorious defenses to these lawsuits and other proceedings, and we are contesting the actions vigorously in all of the above unresolved matters. However,While each of these matters is subject to uncertainty, and it is not possible to determine whether or notin the opinion of our management, based on its review of the information available at this time, the resolution of some of these matters couldwill not have a material adverse impact on our condensed consolidated financial statements.

During 2005, the U.S. Internal Revenue Service concluded its audit of our federal income taxes for the years 1999 through 2002. There was a single open issue related to this audit which we favorably resolved during the fourth quarter of fiscal year 2007. In addition, taxTax years ranging from 19971998 through 20072008 remain open to examination by various state and foreign tax jurisdictions (such as China, Indonesia, the Philippines and the United Kingdom) in which we have significant business operations. The tax years under examination vary by jurisdiction. During the third quarter of fiscal year 2008, we effectively settled several income tax audits worldwide, including Canada, the Netherlands, the U.K. and the U.S. covering various years ranging from 1998 through 2005. We regularly review our tax positions in each significant taxing jurisdiction in the process of evaluating our unrecognized tax benefits as required by Financial Accounting Standards Board (“FASB”) Interpretation No. 48,“Accounting for Uncertainty in Income Taxes” (“FIN No. 48”), which we adopted as of January 1, 2007. Adjustments are made to our unrecognized tax benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority; and/or (iii) the statute of limitations expires regarding a tax position.

We are also subject to various other claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Although we have established accruals for potential losses that we believe are probable and reasonably estimable, in the opinion of our management, based on its review of the information available at this time, the total cost of resolving these other contingencies at September 28, 2008April 5, 2009 should not have a material adverse effect on our condensed consolidated financial statements. EachHowever, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to us.

Reporting Segment Results of Continuing Operations

Life and Analytical SciencesHuman Health

Sales for the three months ended September 28, 2008April 5, 2009 were $373.4$177.3 million, versus $319.3as compared to $180.1 million for the three months ended SeptemberMarch 30, 2007, an increase2008, a decrease of $54.1$2.8 million, or 17%2%, which includes an approximate 7% decrease in sales attributable to unfavorable changes in foreign exchange rates and an approximate 1% increase from acquisitionsacquisitions. The analysis in the remainder of this paragraph compares selected sales by product type for the three months ended April 5, 2009, as compared to the three months ended March 30, 2008, and includes the effect of foreign exchange fluctuations and acquisitions. The decrease in sales was primarily a result of a decrease in diagnostics market sales of $5.9 million, which was partially offset by an increase in research market sales of $3.1 million. The decline in our Human Health segment sales is due primarily to the decreased demand for our medical imaging products, which has resulted from constraints on medical providers’ capital budgets and a lack of financing availability.

Operating income for the three months ended April 5, 2009 was $12.7 million, as compared to $11.8 million for the three months ended March 30, 2008, an increase of $0.9 million, or 7%. Amortization of intangible assets was $9.8 million and $9.9 million for the three months ended April 5, 2009 and March 30, 2008, respectively. Restructuring and lease charges were $4.8 million for the three months ended April 5, 2009 as a result of our Q1 2009 Plan. The favorable impact of productivity improvements and product mix, especially growth in higher

gross margin products, increased operating income, which was partially offset by increased sales and marketing expenses, particularly in emerging territories, and increased pension expenses.

Environmental Health

Sales for the three months ended April 5, 2009 were $254.3 million, as compared to $278.6 million for the three months ended March 30, 2008, a decrease of $24.3 million, or 9%, which includes an approximate 7% decrease in sales attributable to unfavorable changes in foreign exchange rates and an approximate 2% increase in sales attributable to favorable changes in foreign exchange rates.from acquisitions. The following analysis in the remainder of this paragraph compares selected sales by market and product type for the three months ended September 28, 2008,April 5, 2009, as compared to the three months ended SeptemberMarch 30, 2007,2008, and includes the effect of acquisitions and foreign exchange rate fluctuations. Sales to genetic screening customers increasedfluctuations and acquisitions. The decrease in sales was primarily a result of a decrease in environmental, safety and security and industrial markets sales of $26.5 million, which was partially offset by $24.4 million, sales to bio-discovery customers increased by $10.8 million, sales to laboratory service customers increased by $10.4 million, and sales to analytical sciences customers increased by $8.5 million.

Sales for the nine months ended September 28, 2008 were $1,127.1 million, versus $945.2 million for the nine months ended September 30, 2007, an increase in laboratory services market sales of $181.9 million, or 19%, which includes an approximate 6% increase from acquisitions$2.2 million. The decline in our Environmental Health segment sales is due primarily to private testing labs reducing capital purchases in response to lower demand and an approximate 5% increase in sales attributable to favorable changes in foreign exchange rates. The following analysis in the remainder of this paragraph compares selected sales by

market and product type for the nine months ended September 28, 2008, as compared to the nine months ended September 30, 2007, and includes the effect of acquisitions and foreign exchange rate fluctuations. Sales to genetic screening customers increased by $82.2 million, sales to analytical sciences customers increased by $39.0 million, sales to laboratory service customers increased by $36.9 million, and sales to bio-discovery customers increased by $23.7 million.tight credit markets.

Operating income for the three months ended September 28, 2008April 5, 2009 was $29.6$20.6 million, as compared to $29.3$31.6 million for the three months ended SeptemberMarch 30, 2007,2008, a increasedecrease of $0.3$11.0 million, or 1%35%. Amortization of intangible assets increased due to the acquisitions completed in 2008 and 2007 and was $13.3$3.6 million for the three months ended September 28, 2008,April 5, 2009, as compared to $10.1$3.7 million for the three months ended SeptemberMarch 30, 2007.2008. Restructuring and lease charges were $6.5$3.0 million for the three months ended September 28, 2008April 5, 2009 as a result of our Q3 2008Q1 2009 Plan. AmortizationPurchase accounting adjustments for contingent consideration and other acquisition costs related to certain acquisitions completed in fiscal year 2009 were approximately $1.0 million for the three months ended April 5, 2009. The amortization of purchase accounting adjustments to record inventory and the IPR&D chargeinventory from certain acquisitions completed in fiscal year 2009 was approximately $0.2 million for the three months ended September 30, 2007 was $0.4 million. Stock option expense was $0.8 million for each of the three months ended September 28, 2008 and September 30, 2007.April 5, 2009. The combined favorableunfavorable impact of productivity improvementsdecreased sales volume, increased sales and marketing expenses, particularly in emerging territories, and increased sales volume increasedpension expenses decreased operating income, which was partially offset by inflation, increased freight costs, and increased sales and marketing expenses to support recent acquisitions, particularly the acquisition of ViaCell.

Operating income for the nine months ended September 28, 2008 was $88.5 million, as compared to $88.8 million for the nine months ended September 30, 2007, a decrease of $0.3 million, or 0.3%. Amortization of intangible assets increased due to the acquisitions completed in 2008 and 2007 and was $39.6 million for the nine months ended September 28, 2008, as compared to $29.9 million for the nine months ended September 30, 2007. The gains on the settlement of the insurance claim for the fire in our Boston, Massachusetts facility in March 2005 was $15.3 million for the three months ended September 30, 2007. Restructuring and lease charges were $6.6 million for the nine months ended September 28, 2008 as a result of our Q3 2008 Plan, and restructuring and lease charges were $4.4 million for the nine months ended September 30, 2007 as a result of our Q1 2007 Plan. Amortization of purchase accounting adjustments to record inventory and the IPR&D charge from certain acquisitions completed in the nine months ended September 30, 2007 was $2.5 million and $1.5 million, respectively. Stock option expense was $2.4 million and $2.3 million for the nine months ended September 28, 2008 and September 30, 2007, respectively. The combined favorable impact of productivity improvements and increased sales volume increased operating income, which was partially offset by inflation, increased freight costs, and increased sales and marketing expenses to support recent acquisitions, particularly the acquisition of ViaCell.

Optoelectronics

Sales for the three months ended September 28, 2008 were $131.7 million, versus $116.3 million for the three months ended September 30, 2007, an increase of $15.4 million, or 13%, which includes an approximate 1% increase from acquisitions and an approximate 2% increase in sales attributable to favorable changes in foreign exchange rates. The analysis in the remainder of this paragraph compares selected sales by product type for the three months ended September 28, 2008, as compared to the three months ended September 30, 2007, and includes the effect of acquisitions and foreign exchange fluctuations. The increase in sales was primarily a result of an increase in sales of our specialty lighting products of $9.2 million, primarily due to the performance of photoflash products, particularly in our mobile phone camera modules, and an increase of $6.2 million in sales of our medical imaging products due to the performance of our amorphous silicon business. Sales of our optical sensors were flat for the three months ended September 28, 2008 as compared to the three months ended September 30, 2007.

Sales for the nine months ended September 28, 2008 were $389.0 million, versus $330.7 million for the nine months ended September 30, 2007, an increase of $58.3 million, or 18%, which includes an approximate 3% increase in sales attributable to favorable changes in foreign exchange rates. The analysis in the remainder of this paragraph compares selected sales by product type for the nine months ended September 28, 2008, as compared

to the nine months ended September 30, 2007, and includes the effect of acquisitions and foreign exchange fluctuations. The increase in sales was primarily a result of an increase in sales of our specialty lighting products of $30.2 million, primarily due to the performance of photoflash products, particularly in our mobile phone camera modules, an increase of $24.8 million in sales of our medical imaging products due to the performance of our amorphous silicon business, and an increase in sales of our optical sensors of $3.2 million.

Operating income for the three months ended September 28, 2008 was $25.5 million, versus $24.6 million for the three months ended September 30, 2007, an increase of $1.0 million, or 4%. Restructuring and lease charges were $0.7 million for the three months ended September 28, 2008 as a result of our Q3 2008 Plan, and restructuring and lease reversals were $1.4 million for the three months ended September 30, 2007 as a result of lease costs associated with the sale of a business from 2001. Amortization of intangible assets was $0.8 million and $0.7 million for the three months ended September 28, 2008 and September 30, 2007, respectively. Stock option expense was $0.4 million for each of the three months ended September 28, 2008 and September 30, 2007. Increased sales volume and capacity and productivity improvements made within our amorphous silicon business increased operating income, which was partially offset by inflation.

Operating income for the nine months ended September 28, 2008 was $72.6 million, versus $53.8 million for the nine months ended September 30, 2007, an increase of $18.8 million, or 35%. Restructuring and lease reversals were $0.3 million for the nine months ended September 28, 2008 as a result of our Q3 2008 Plan, and restructuring and lease charges were $3.1 million for the nine months ended September 30, 2007 as a result of lease costs associated with the sale of a business from 2001. Amortization of intangible assets was $2.4 million and $2.0 million for the nine months ended September 28, 2008 and September 30, 2007, respectively. Stock option expense was $1.0 million and $1.1 million for the nine months ended September 28, 2008 and September 30, 2007, respectively. Increased sales volume and capacity and productivity improvements made within our amorphous silicon business increased operating income, which was partially offset by inflation.improvements.

Liquidity and Capital Resources

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

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

 

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

 

changes in our working capital requirements.

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

 

financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,

 

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

 

a ratings downgrade that would limit our ability to borrow under our accounts receivable and amended and restated senior unsecured revolving credit facility and our overall access to the corporate debt market,

increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,

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

 

volatility in the public debt and equity markets.

On November 6, 2006,October 23, 2008, we announced that our Board has authorized us to repurchase up to 10.0 million shares of our common stock under a stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on October 22, 2012 unless this authorization is terminated earlier by our Board, and may be suspended or discontinued at any time. During the thirdfirst quarter of fiscal year 2008,2009, we repurchased 1.9 million1,000,000 shares of our common stock in the open market at an aggregate cost of $56.6$14.2 million, including commissions. This activity completed our repurchase of the 10.0 million shares in the aggregate authorizedcommissions, under the Repurchase Program. DuringThe repurchased shares have been reflected as additional authorized but unissued shares, with the first nine monthspayments reflected in common stock and capital in excess of fiscal year 2008, we repurchased 20,903par value.

Our Board has authorized us to repurchase shares of our common stock in the aggregate to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans. During the first quarter of fiscal year 2009, we repurchased 27,102 shares of our common stock for this purpose. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value. On October 23, 2008, we announced that our Board has authorized us to repurchase up to 10.0 million additional shares of our common stock under a new stock repurchase program (the “New Repurchase Program”). The New Repurchase Program will expire on October 22, 2012 unless this authorization is terminated earlier by our Board, and may be suspended or discontinued at any time. The timing and amount of any shares repurchased will be determined based on our evaluation of market conditions and other factors. Approximately 10.0 million shares of our common stock remain available for repurchase under the New Repurchase Program. Any repurchased shares will be available for use in connection with corporate programs. If we continue to repurchase shares, the repurchase program will be funded using our existing financial resources, including cash and cash equivalents, and our existing amended senior unsecured revolving credit facility.

At September 28, 2008,April 5, 2009, we had cash and cash equivalents of approximately $188.8$162.0 million and an amended senior unsecured revolving credit facility with $242.0 million available for additional borrowing. In May 2008, we finalized an issuance of 6% seven-year senior unsecured notes with proceeds of approximately $150.0 million. The proceeds from this debt issuance were used to repay existing borrowings under our amended senior unsecured revolving credit facility.

In connection with the settlement of an insurance claim resulting from a fire that occurred withinat our Life and Analytical Sciences facility in Boston, Massachusetts in March 2005, we accrued $9.7 million during the second quarter of fiscal year 2007, representing our management’s estimate of the total cost for decommissioning the building, including environmental matters, that was damaged in the fire. We paid $1.0$1.6 million during the first ninethree months of fiscal year 2009, $1.6 million during fiscal year 2008 and $3.9 million during fiscal year 2007 towards decommissioning the building, and webuilding. We anticipate that the remaining payments of $4.8$2.6 million will be completed by the third quarterend of fiscal year 2009.

Our businesses have not been materially affected by weakening economic conditions in the global financial markets and the economy in general. However, recent distress in these markets has adversely impacted a number of financial conditionsmarkets by severely diminishing liquidity and credit availability, creating extreme volatility in security prices, increasing interest rates and/or widening credit spreads, and decreasing valuations of certain investments. The increasing or high interest rates and/or widening credit spreads may create a less favorable environment for certain of our businesses and may affect the fair value of financial instruments that we issue or hold. Increases in interest rates or credit spreads, as well as limitations on the availability of credit at rates we consider to be reasonable, could affect our ability to borrow under future potential facilities on a secured or unsecured basis, which may adversely affect our liquidity and results of operations.

Our pension plans have not experienced any significantmaterial impact on liquidity or counterparty exposure due to the volatility in the credit markets; however, as a result of losses experienced in global equity markets, our pension funds are likely to havehad a negative return for fiscal year 2008 and first quarter of fiscal year 2009, which in turn would createcreated increased pension costs in fiscal year 2009 and potentially in additional future periods. In addition, we may be required to fund our pension plans with a contribution of approximately $18.0 million by fiscal year 2010, and we could potentially have to make additional funding payments in future periods. We cannot predict how long these conditions will exist or how our businesses may be affected. In difficult global financial markets, we may be forced to fund our operations at a higher cost, or we may be unable to raise as much funding as we need to support our business activities.

Cash Flows

Operating Activities. Net cash provided by continuing operations was $130.8$18.8 million for the ninethree months ended September 28, 2008,April 5, 2009, as compared to net cash provided by continuing operations of $110.5$24.9 million for the nine three

months ended SeptemberMarch 30, 2007, an increase2008, a decrease of $20.3$6.0 million. The increasedecrease in cash provided by operating activities for the ninethree months ended SeptemberApril 5, 2009 was driven by a decrease of $10.0 million in our accounts receivable securitization facility during the first three months ended April 5, 2009, which totaled $30.0 million and $40.0 million at April 5, 2009 and December 28, 2008, respectively. Depreciation and amortization was driven by$21.6 million, income from continuing operations of $98.9 million, depreciation and amortization of $67.6was $15.1 million, and restructuring and lease charges of $6.9were $7.8 million. These amounts were partially offset by a net increase in working capital of $20.7$12.9 million. Contributing to the net increase in working capital for the ninethree months ended September 28, 2008,April 5, 2009, excluding the effect of foreign exchange rate fluctuations, was a decrease in accounts payable of $20.8 million and an increase in inventory of $15.3$12.5 million, an increase in accounts payable of $5.0 million and an increasewhich was offset by a decrease in accounts receivable of $0.4$20.4 million, which included the reduction in the accounts receivable securitization of $10.0 million. The increase in inventory was primarily the result of expanding the amount of inventory held at sales locations within our LifeEnvironmental Health and Analytical Sciences segmentHuman Health segments to improve timing of sales. The increasedecrease in accounts payable was a result of the timing of disbursements during the third quarterfirst three months of fiscal year 2008. There was no incremental use of our2009. The decrease in accounts receivable securitization facilitywas a result of lower sales volume, as well as strong performance in accounts receivable collections during the first three months of fiscal year 2007 or the first nine months in fiscal year 2008, which totaled $45.0 million at both September 28, 2008 and September 30, 2007.2009. Changes in accrued expenses, other assets and liabilities and other items, net, totaled $21.9$12.8 million infor the ninethree months ended September 28, 2008,April 5, 2009, and primarily related to tax audit settlements and the timing of payments for tax, restructuring and salary and benefits.

Investing Activities. Net cash used in continuing operations investing activities was $119.3$32.5 million for the ninethree months ended September 28, 2008,April 5, 2009, as compared to $69.7$82.2 million of cash used in continuing operations investing activities for the ninethree months ended SeptemberMarch 30, 2007.2008. For the ninethree months ended September 28, 2008,April 5, 2009, we used $74.8$20.6 million of net cash for acquisitions and we used $12.5$7.7 million in related transaction costs, earn-out payments, acquired licenses and other costs in connection with these and other transactions. Capital expenditures for the ninethree months ended September 28, 2008April 5, 2009 were $33.4$5.6 million, mainly in the areas of tooling and other capital equipment purchases, in addition to improvements in our amorphous silicon facility within our Optoelectronics segment. Also included were payments of $0.2 million related to business development costs.purchases. These cash outflows were partially offset by $1.2 million from the sale of investments and $0.3$1.4 million related to the release of restricted cash balances.

Financing Activities. Net cash used inprovided by continuing operations financing activities was $24.3$10.9 million for the ninethree months ended September 28, 2008,April 5, 2009, as compared to $77.5$41.4 million of cash used inprovided by continuing operations financing activities for the ninethree months ended SeptemberMarch 30, 2007. In2008. For the ninethree months ended September 28, 2008,April 5, 2009, we repurchased approximately 2.01.0 million shares of our common stock, including $0.4 million27,102 shares to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards, for a total cost of $57.1$14.6 million. This compares to repurchases of approximately 7.1 million17,549 shares of our common stock to satisfy minimum statutory tax withholding obligations in connection with the open marketvesting of restricted stock awards, for a total cost of $0.4 million for the ninethree months ended SeptemberMarch 30, 2007 for an aggregate of $176.0 million, including commissions.2008. This use of cash was offset by proceeds from common stock option exercises of $43.4$0.3 million, andoffset by the related tax benefitexpense of $0.4$0.1 million for the ninethree months ended September 28, 2008.April 5, 2009. During the ninethree months ended September 28, 2008,April 5, 2009, debt borrowings from our amended senior unsecured revolving credit facility totaled $409.5 million, proceeds from the issuance of our seven-year senior notes at a rate of 6% totaled $150.0$105.0 million, which was offset by debt reductions to our credit facilities, with aggregate payments of $531.5$71.6 million. This compares to debt borrowings from our amended senior unsecured revolving credit facility of $355.0 million, which was offset by debt reductions inof $305.0 million for the ninethree months ended SeptemberMarch 30, 2007 of $182.4 million.2008. We also paid $11.7 million to settle forward interest rate contracts, with notional amounts totaling $150.0 million and a weighted average interest rate of 4.25% and $2.0 million for debt issuance costs during the nine months ended September 28, 2008. In addition, we paid $24.8$8.2 million in dividends forduring the ninethree months ended September 28, 2008.April 5, 2009.

Borrowing Arrangements

Amended Senior Unsecured Revolving Credit Facility. On August 13, 2007, we entered into an amended and restated senior unsecured revolving credit facility providing for a facility through August 13, 2012, which amended and restated in its entirety our previous senior revolving credit agreement dated as of October 31, 2005.

During the first quarter of fiscal year 2008, we exercised our option to increase the amended senior unsecured revolving credit facility to $650.0 million from $500.0 million. Letters of credit in the aggregate amount of approximately $14.0 million were issued under the previous facility, which are treated as issued under the amended facility. We use the amended senior unsecured revolving credit facility for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases,

acquisitions and strategic alliances. The interest rates under the amended senior unsecured revolving credit facility are based on the Eurocurrency rate at the time of borrowing plus a margin or the base rate from time to time. The base rate is the higher of (i) the corporate base rate announced from time to time by Bank of America, N.A. and (ii) the Federal Funds rate plus 50 basis points. We may allocate all or a portion of our indebtedness under the amended senior unsecured revolving credit facility to interest based upon the Eurocurrency rate plus a margin or the base rate. The Eurocurrency margin as of September 28, 2008April 5, 2009 was 40 basis points. The weighted average Eurocurrency interest rate as of September 28, 2008April 5, 2009 was 3.43%0.51%, resulting in a weighted average effective Eurocurrency rate, including the margin, of 3.83%0.91%. We had drawn down approximately $394.0 million of borrowings in U.S. Dollars under the facility as of September 28, 2008,April 5, 2009, with interest based on the above described Eurocurrency rate. The agreement for the facility contains affirmative, negative and financial covenants and events of default customary for financings of this type, and which are consistent with those financial covenants contained in our previous senior revolving credit agreement. The financial covenants in our amended and restated senior unsecured revolving credit facility include debt-to-capital ratios and a contingent maximum total leverage ratio, applicable if our credit rating is down-graded below investment grade. We were in compliance with all applicable covenants as of September 28, 2008.

Unsecured Interim Credit Facility. On November 14, 2007, we entered into a $300.0 million unsecured interimApril 5, 2009, and anticipate being in compliance for the duration of the term of the credit facility. We entered into this unsecured interim credit facility in order to pay the purchase price and transactional expenses of the ViaCell acquisition. This unsecured interim credit facility matured on March 31, 2008, at which point all amounts outstanding were due in full. On March 28, 2008, we paid in full the outstanding balance on the unsecured interim credit facility of $300.0 million. The source of funds for the repayment was comprised of our cash and cash equivalents, and borrowings under our amended and restated senior unsecured revolving credit facility.

6% Senior Unsecured Notes. On May 30, 2008, we issued and sold seven-year senior notes at a rate of 6% with a face value of $150.0 million and received $150.0 million in gross proceeds from the issuance. The debt, which matures in May 2015, is unsecured. Interest on the 6% senior notes is payable semi-annually on May 30th and November 30th. We may redeem some or all of our 6% senior notes at any time in an amount not less than 10% of the original aggregate principal amount, plus accrued and unpaid interest, plus the applicable make-whole amount. The financial covenants in our 6% senior notes include debt-to-capital ratios which, if our credit rating is down-graded below investment grade, would be replaced by a contingent maximum total leverage ratio. We were in compliance with all applicable covenants as of September 28, 2008.April 5, 2009, and anticipate being in compliance for the duration of the term of the notes.

During the fourth quarter of fiscal year 2007, weWe entered into forward interest rate contracts with notional amounts totaling $300.0 million and a weighted average interest rate of 4.25%. These contracts arethat were intended to hedge movements in interest rates prior to our forecastedexpected debt issuance, which will need to be completed by the end of fiscal year 2008. We had accumulated net derivative losses of $15.1 million, net of taxes of $9.9 million, in other comprehensive income as of September 28,issuance. In May 2008, and $5.3 million, net of taxes of $3.5 million, as of December 30, 2007, related to these cash flow hedges. The net derivative losses will be amortized into interest expense when the hedged exposure affects interest expense. Wewe settled forward interest rate contracts with notional amounts totaling $150.0 million upon the issuance of our 6% senior unsecured notes in May 2008, for a loss ofnotes. We did not recognize any ineffectiveness related to these cash flow hedges. We recognized $8.4 million, net of taxes of $5.4 million.million, of accumulated derivative losses in other comprehensive loss related to these cash flow hedges. As of September 28, 2008, $0.4April 5, 2009, the balance remaining in other comprehensive loss related to these cash flow hedges was $7.4 million, net of taxes of $0.3 million, of these$4.8 million. The derivative losses wereare amortized into interest expense to coincide withwhen the issuance of the 6% senior unsecured notes in May 2008. The remaining forwardhedged exposure affects interest rate contracts, with notional amounts totaling $150.0 million, have a future dated settlement to coincide with our additional forecasted debt issuance in fiscal year 2008.

Once established, cash flow hedges are generally not removed until maturity unless an anticipated transaction is no longer likely to occur. Discontinued or dedesignated cash flow hedges are immediately settled with counterparties, and the related accumulated derivative gains or losses are recognizedexpense. We amortized into interest expense on$0.5 million during the condensed consolidated financial statements. During the ninefirst three months ended September 28,of fiscal year 2009 and $1.2 million during fiscal year 2008 there were no cash flow hedges that were discontinued or dedesignated, and we did not recognize any ineffectiveness.for these derivative losses.

Off-Balance Sheet Arrangements

Receivables Securitization Facility

During fiscal year 2001, we established a wholly owned consolidated subsidiary to maintain a receivables purchase agreement with a third-party financial institution. Under this arrangement, we sold, on a revolving basis, certain of our accounts receivable balances to the consolidated subsidiary which simultaneously sold an undivided percentage ownership interest in designated pools of receivables to a third-party financial institution. As collections reduce the balance of sold accounts receivable, new receivables are sold. Our consolidated subsidiary retains the risk of credit loss on the receivables. Accordingly, the full amount of the allowance for doubtful accounts has been provided for on our balance sheet.sheets. The amount of receivables sold and outstanding with the third-party financial institution may not exceed $65.0$50.0 million. Under the terms of this arrangement, our consolidated subsidiary retains collection and administrative responsibilities for the balances. The aggregate amount of receivables sold to the consolidated subsidiary was $70.9$47.6 million as of September 28, 2008April 5, 2009 and $79.0$72.8 million as of December 30, 2007.28 2008. At each of September 28, 2008April 5, 2009 and December 30, 2007,28, 2008, an undivided interest of $45.0$30.0 million and $40.0 million, respectively, in the receivables had been sold to the third-party financial institution under this arrangement.agreement. The remaining interest in receivables of $25.9$17.6 million and $34.0$32.8 million that were sold to and held by

the consolidated subsidiary were included in accounts receivable in the condensed consolidated financial statements at SeptemberApril 5, 2009 and December 28, 2008, and December 30, 2007, respectively. In the future we may reduce the balance of the receivables that are sold to the third-party financial institution under this agreement.

The agreement requires the third-party financial institution to be paid interest during the period from the date the receivable is sold to its maturity date. At September 28, 2008,April 5, 2009, the effective interest rate was LIBOR plus approximately 40250 basis points. The servicing fees received constitute adequate compensation for services performed. No servicing asset or liability is therefore recorded. The agreement also includes conditions that require us to maintain a senior unsecured credit rating of BB or above, as defined by Standard & Poor’s Rating Services, and Ba2 or above, as defined by Moody’s Investors Service. At September 28, 2008,April 5, 2009, we had a senior unsecured credit rating of BBB, with a stable outlook from Standard & Poor’s Rating Services, and of Baa3, with a stable outlook from Moody’s Investors Service. In January 2008,March 2009, our consolidated subsidiary entered into an agreement to extend the term of the accounts receivable securitization facility to January 23,December  30, 2009.

Dividends

Our Board declared regular quarterly cash dividends of seven cents per share in the first three quartersquarter of fiscal year 20082009 and in each quarter of fiscal year 2007.

Contractual Obligations

The following table summarizes2008. In the future, our contractual obligations as of September 28, 2008:Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

   Operating
Leases
  Amended
Sr. Unsecured
Revolving
Credit Facility
Maturing 2012(1)
  6.0% Sr.
Notes
Maturing 2015(2)
  Other
Revolving
Debt
Facilities(1)
  Employee
Benefit
Plans
  FIN No. 48
Liability(3)
  Total
   (In thousands)   

2008

  $11,409  $—    $—    $40  $6,190  $5,622  $23,261

2009

   34,175   —     —     —     26,390   —     60,565

2010

   26,783   —     —     50   26,601   —     53,434

2011

   20,560   —     —     —     27,081   —     47,641

2012

   17,770   394,000   —     —     27,747   —     439,517

Thereafter

   115,458   —     150,000   —     152,875   —     418,333
                            

Total

  $226,155  $394,000  $150,000  $90  $266,884  $5,622  $1,042,751
                            

(1)The credit facility borrowings carry variable interest rates; the amounts do not contemplate interest obligations.
(2)For the purposes of this table, the obligation has been calculated without interest obligations.
(3)The FIN No. 48 amount includes accrued interest, net of tax benefits, and penalties. We have excluded $34.7 million, including accrued interest, net of tax benefits, and penalties, from the amount related to our uncertain tax positions as we cannot make a reasonably reliable estimate of the amount and period of related future payments.

Effects of Recently Adopted Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,“Fair Value Measurements” (“SFAS No. 157”), which clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability, establishes a fair value hierarchy that prioritizes the information used to develop those assumptions, and expands the related disclosure requirements. Under the standard, fair value measurements are to be separately disclosed by level within the fair value hierarchy. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 defines fair value based upon an exit price model. The FASB also issued FASB Staff Position (“FSP”) No. 157-2 in February 2008 (“FSP No. 157-2”). FSP No. 157-2 delays the effective date of the application of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized at fair value in the financial statements on a nonrecurring basis. We adopted SFAS No. 157 as of December 31, 2007, with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities. See Note 17 to our financial statements included in this quarterly report for additional details.

In February 2007, the FASB issued SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 provides entities with an option to report selected financial assets and liabilities at fair value, with the objective to reduce both the complexity in accounting for financial instruments, and the volatility in earnings caused by measuring related financial assets and liabilities differently. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. We adopted SFAS No. 159 as of December 31, 2007, and to date have not elected to measure any additional financial instruments and other items at fair value. Therefore, material financial assets and liabilities not carried at fair value, such as our short-term and long-term debt obligations and trade accounts receivable and accounts payable, are still reported at their carrying values. Any future transacted financial asset or liability will be evaluated for the fair value election as prescribed by SFAS No. 159.

In March 2007, the FASB ratified EITF Issue No. 06-10,“Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements” (“EITF No. 06-10”). EITF No. 06-10 provides guidance for determining a liability for the post-retirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. We adopted EITF No. 06-10 as of December 31, 2007 and the adoption did not have an impact on our consolidated financial statements.

In June 2007, the FASB ratified EITF Issue No. 07-3,“Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities” (“EITF No. 07-3”). EITF No. 07-3 requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred, capitalized and recognized as an expense as the goods are delivered or the related services are performed. We adopted EITF No. 07-3, on a prospective basis, as of December 31, 2007 and the adoption did not have an impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162,“The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with GAAP. With the issuance of this statement, the FASB concluded that the U.S. Generally Accepted Accounting Principles (“GAAP”) hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69,“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We have evaluated the requirements of SFAS No. 162 and have determined that it will not have a significant impact on our determination or reporting of financial results.

Effects of Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007),“Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements significant aspects of a business combination. Under SFAS No. 141(R), acquisition costs willare generally be expensed as incurred; noncontrolling interests will beare valued at fair value at the acquisition date; IPR&D will bein-process research and development is recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination willare generally be expensed subsequent to the acquisition date; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) amends SFAS No. 109,“Accounting for Income Taxes,” such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. Early adoption is not permitted. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. We will be required to adoptadopted SFAS No. 141(R) in the first quarter of fiscal year 2009. We are currently evaluating the requirementsThe adoption of SFAS No. 141(R) anddid not have not yet determined thea significant impact of its adoption on our consolidated financial statements.acquisition activity in the first quarter of fiscal year 2009.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a

subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. We will be required to adoptadopted SFAS No. 160 in the first quarter of fiscal year 2009. We are currently evaluating the requirementsThe adoption of SFAS No. 160 anddid not have not yet determined thea significant impact if any, of its adoption on our condensed consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”(“SFAS No. 161”). SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133,“Accounting for Derivative Instruments and Hedging Activities,” as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. SFAS No. 161 establishes principles and requirements for how an entity identifies derivative instruments and related hedged items that affect its financial position, financial performance, and cash flows. SFAS No. 161 also establishes disclosure requirements that the fair values of derivative instruments and their gains and losses are disclosed in a tabular format, that derivative features which are credit-risk related be disclosed to provide clarification to an entity’s liquidity and cross-referencing within footnotes. We will be required to adoptadopted SFAS No. 161 in the first quarter of fiscal year 2009. We are currently evaluating2009 and have evaluated the requirements of SFAS No. 161, and have not yet determined the impact of its adoptionwhich provides for additional disclosure on our derivative instruments. The adoption of SFAS No. 161 did not have a significant impact on our condensed consolidated financial statements. See Notes 17 and 18 to our condensed consolidated financial statements for our disclosure on derivative instruments and hedging activities.

In April 2008, the FASB issued FSPFASB Staff Position (“FSP”) No. 142-3,“Determination of the Useful Life of Intangible Assets”(“FSP No. 142-3”). FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets”Assets (“SFAS No. 142”). The objective of FSP No. 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other accounting principles. FSP No. 142-3 applies to all intangible assets, whether acquired in a business combination or otherwise, and early adoption is prohibited. We adopted FSP No. 142-3 in the first quarter of fiscal year 2009. The adoption of FSP No. 142-3 did not have a significant impact on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 141(R)-1,“Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP No. 141(R)-1”), which amends and clarifies the initial recognition and measurement, subsequent measurement and accounting, and related disclosures of assets and liabilities arising from contingencies in a business combination under SFAS No. 141(R). FSP No. 141(R)-1 is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after December 15, 2008. We adopted FSP No. 141(R)-1 in the first quarter of fiscal year 2009 in conjunction with the adoption of SFAS No. 141(R). The adoption of FSP No. 141(R)-1 did not have a significant impact on our acquisition activity in the first quarter of fiscal year 2009.

Effects of Recently Issued Accounting Pronouncements

In December 2008, the FASB issued FSP No. 132(R)-1,“Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP No. 132(R)-1”), which requires additional disclosures for employers’ pension and other postretirement benefit plan assets. Pension and other postretirement benefit plan assets were not included within the scope of SFAS No. 157,“Fair Value Measurements” (“SFAS No. 157”). FSP No. 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to the disclosures required under SFAS No. 157, including the investment policies and strategies for the major categories of plan assets, and significant concentrations of risk within plan assets. FSP No. 132(R)-1 will be effective for fiscal years ending after December 15, 2009, with earlier application permitted. Upon initial application, the provisions of FSP No. 132(R)-1 are not required for earlier periods that are presented for comparative purposes. We will be required to adopt FSP No. 142-3132(R)-1 in the firstfourth quarter of fiscal year 2009. FSP No. 132(R)-1 provides only disclosure requirements; the adoption of this standard will not have a material impact on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 157-4,“Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. 157-4”). FSP No. 157-4 amends SFAS No. 157 and provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly for fair value measurements. FSP No. 157-4 will be applied prospectively with retrospective application not permitted, and will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP No. 157-4 must also early adopt FSP No. 115-2 and 124-2,“Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP No. 115-2 and 124-2”). Additionally, if an entity elects to early adopt either FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP No. 107-1 and APB 28-1”) or FSP No. 115-2 and 124-2, it must also elect to early adopt FSP No. 157-4. We will be required to adopt FSP No. 157-4 in the second quarter of fiscal year 2009. We are currently evaluating the requirements of FSP No. 142-3157-4 and do not believe that it will have not yet determined thea significant impact of its adoption on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 115-2 and 124-2. FSP No. 115-2 and 124-2 amends SFAS No. 115,“Accounting for Certain Investments in Debt and Equity Securities,” SFAS No. 124,“Accounting for Certain Investments Held by Not-for-ProfitOrganizations,” and EITF Issue No. 99-20,“Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to make the other-than-temporary impairments guidance found therein more operational and to improve the presentation of other-than-temporary impairments in financial statements. FSP No. 115-2 and 124-2 will replace the existing requirement that an entity’s management assert it has both the intent and ability to hold an impaired debt security until recovery with a requirement that management assert it does not have the intent to sell the security, and it is more likely than not that the entity will not have to sell the security before recovery of its cost basis. FSP No. 115-2 and 124-2 provides increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold and also requires increased and more frequent disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. Although FSP No. 115-2 and 124-2 does not result in a change in the carrying amount of debt securities, it does require that the portion of an other-than-temporary impairment not related to a credit loss for a held-to-maturity security be recognized in a new category of other comprehensive income and be amortized over the remaining life of the debt security as an increase in the carrying value of the security. FSP No. 115-2 and 124-2 will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt FSP No. 115-2 and 124-2 only if it also elects to early adopt FSP No. 157-4. Also, if an entity elects to early adopt either FSP No. 157-4 or FSP No. 107-1 and APB 28-1, the entity also is required to early adopt FSP No. 115-2 and 124-2. We will be required to adopt FSP No. 115-2 and 124-2 in the second quarter of fiscal year 2009. We are currently evaluating the requirements of FSP No. 115-2 and 124-2 and do not believe that it will have a significant impact on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. 107-1 and APB 28-1. FSP No. 107-1 and APB 28-1 amends SFAS No. 107,“Disclosures about Fair Value of Financial Instruments” (“SFAS No. 107”), to require disclosures about fair value of financial instruments not measured on the balance sheet at fair value in interim financial statements as well as in annual financial statements. Prior to FSP No. 107-1 and APB 28-1, fair values for these assets and liabilities were only disclosed annually. FSP No. 107-1 and APB 28-1 applies to all financial instruments within the scope of SFAS No. 107 and requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. FSP No. 107-1 and APB 28-1 will be effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt FSP No. 107-1 and APB 28-1 only if it also elects to early adopt FSP No. 157-4 and FSP No. 115-2 and 124-2. FSP No. 107-1 and APB 28-1 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, FSP No. 107-1 and APB 28-1 requires comparative disclosures only for periods ending after initial adoption. We will be

required to adopt FSP No. 107-1 and APB 28-1 in the second quarter of fiscal year 2009. We are currently evaluating the requirements of FSP No. 107-1 and APB 28-1 and do not believe that it will have a significant impact on our condensed consolidated financial statements.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market Risk. We are exposed to market risk, including changes in interest rates and currency exchange rates. To manage the volatility relating to these exposures, we enter into various derivative transactions pursuant to our policies to hedge against known or forecasted market exposures. We briefly describe several of the market risks we face below. The following disclosure is not materially different from the disclosure provided under the heading, “Item“Item 7A. Quantitative and Qualitative Disclosure About Market Risk,” in our 20072008 Form 10-K.

Foreign Exchange Risk. The potential change in foreign currency exchange rates poses a substantial risk to us, as approximately 63%60% of our business is conducted outside of the United States, generally in foreign currencies. Our risk management strategy currently uses forward contracts to mitigate certain balance sheet foreign currency transaction exposures. The intent is to offset gains and losses that occur on the underlying exposures from these currencies, with gains and losses resulting from the forward contracts that hedge these exposures. In addition, we are able to partially mitigate the impact that fluctuations in currencies have on our net income as a result of our manufacturing facilities located in countries outside the United States, material sourcing and other spending which occur in countries outside the United States, resulting in a natural hedge.hedges.

Principal hedged currencies include the British Pound (GBP), Canadian Dollar (CAD), Euro (EUR), Japanese Yen (JPY), and Singapore Dollar (SGD). We held forward foreign exchange contracts with U.S.

equivalent notional amounts totaling $107.8$108.5 million and $156.5$123.0 million as of September 28,April 5, 2009 and March 30, 2008, and September 30, 2007, respectively. The approximate fair value of these foreign currency derivative contracts was insignificant. The gains and losses realized on foreign currency derivative contracts are not material and the duration of these contracts was generally 30 days during both fiscal years 20082009 and 2007.2008.

We do not enter into foreign currency derivative contracts for trading or other speculative purposes, nor do we use leveraged financial instruments. Although we attempt to manage our foreign currency exchange risk through the above activities, when the U.S. Dollar weakens against other currencies in which we transact business, generally sales and net income will be positively, but not proportionately impacted.

Foreign Currency Risk—Value-at-Risk Disclosure. We continue to measure foreign currency risk using the Value-at-Risk model described in “Item“Item 7A. Quantitative and Qualitative Disclosure About Market Risk,” of our 20072008 Form 10-K. The measures for our Value-at-Risk analysis have not changed materially.

Interest Rate Risk. As described above, our debt portfolio includes variable rate instruments. Fluctuations in interest rates can therefore have a direct impact on both our short-term cash flows, as they relate to interest, and our earnings. To manage the volatility relating to these exposures, we enter into various derivative transactions pursuant to our policies to hedge against known or forecasted interest rate exposures.

During the fourth quarter of fiscal year 2007, weWe entered into forward interest rate contracts with notional amounts totaling $300.0 million, and a weighted average interest rate of 4.25%. These contracts arethat were intended to hedge movements in interest rates prior to our forecastedexpected debt issuance, which will need to be completed by the end of fiscal year 2008. We had accumulated net derivative losses of $15.1 million, net of taxes of $9.9 million, in other comprehensive income as of September 28,issuance. In May 2008, and $5.3 million, net of taxes of $3.5 million, as of December 30, 2007, related to these cash flow hedges. The net derivative losses will be amortized into interest expense when the hedged exposure affects interest expense. Wewe settled forward interest rate contracts with notional amounts totaling $150.0 million, upon the issuance of our 6% senior unsecured notes in May 2008, for a loss ofnotes. We did not recognize any ineffectiveness related to these cash flow hedges. We recognized $8.4 million, net of taxes of $5.4 million.million, of accumulated derivative losses in other comprehensive loss related to these cash flow hedges. As of September 28, 2008, $0.4April 5, 2009, the balance remaining in other comprehensive loss related to these cash flow hedges was $7.4 million, net of taxes of $0.3 million, of these$4.8 million. The derivative losses wereare amortized into interest expense to coincide withwhen the issuance of our 6% senior unsecured notes in May 2008. The remaining forwardhedged exposure affects interest rate contracts, with notional amounts totaling $150.0 million, have a future dated settlement to coincide with our additional forecasted debt issuance in fiscal year 2008.

Once established, cash flow hedges are generally not removed until maturity unless an anticipated transaction is no longer likely to occur. Discontinued or dedesignated cash flow hedges are immediately settled with counterparties, and the related accumulated derivative gains or losses are recognizedexpense. We amortized into interest expense on$0.5 million during the condensed consolidated financial statements. During the ninefirst three months ended September 28,of fiscal year 2009 and $1.2 million during fiscal year 2008 there were no cash flow hedges that were discontinued or dedesignated, and no ineffectiveness was recognized.for these derivative losses.

Interest Rate Risk—Sensitivity. Our 20072008 Form 10-K presents sensitivity measures for our interest rate risk. The measures for our sensitivity analysis have not changed materially. We refer to “Item“Item 7A. Quantitative and Qualitative Disclosure About Market Risk,” in our 20072008 Form 10-K for our sensitivity disclosure.

Item 4.Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Acting Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our quarter ended September 28, 2008.April 5, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation of our disclosure controls and procedures as of the end of our quarter ended September 28, 2008,April 5, 2009, our Chief Executive Officer and our Acting Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 28, 2008April 5, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1.Legal Proceedings

Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”) filed a complaint dated October 23, 2002 in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham plc, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The complaint alleges that we have breached our distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. In 2003, the court severed the lawsuit and ordered Enzo to serve individual complaints against the five defendants. We subsequently filed an answer and a counterclaim alleging that Enzo’s patents are invalid. In July 2006, the court issued a decision regarding the construction of the claims in Enzo’s patents that effectively limited the coverage of certain of those claims and, we believe, excludes certain of our products from the coverage of Enzo’s patents. Summary judgment motions were filed by the defendants in January 2007, and a hearing with oral argument on those motions took place in July 2007. On March 16, 2009, the summary judgment motions were denied without prejudice and the case was stayed until the federal appellant court decides Enzo’s appeal of the judgment of the United States District Court for the District of Connecticut in Enzo Biochem vs. Applera Corp. and Tropix, Inc., which involves a number of the same patents.

PharmaStem Therapeutics, Inc. (“PharmaStem”) filed a complaint dated February 22, 2002 against ViaCell, Inc. (“ViaCell”), which is now our wholly owned subsidiary, and several other defendants in the United States District Court for the District of Delaware, alleging infringement of United States Patents No. 5,004,681 and No. 5,192,553, relating to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and progenitor cells from umbilical cord blood (“PharmaStem I”). After several years of proceedings at the District Court level, the United States Court of Appeals for the Federal Circuit issued a decision in July 2007 that ViaCell did not infringe these two patents and that the two patents are invalid. PharmaStem filed a certiorari petition in January 2008 seeking to have the United States Supreme Court review the appellate court’s decision as to the invalidity of the patents, but did not seek any further review of the non-infringement decision. However, the United States Supreme Court denied certiorari in March 2008, so the decision by the United States Court of Appeals for the Federal Circuit in favor of ViaCell is final and non-appealable. PharmaStem had also filed a second complaint against ViaCell and other defendants in July 2004 in the United States District Court for the District of Massachusetts, alleging infringement of United States Patents No. 6,461,645 and 6,569,427, which also relate to certain aspects of the collection, cryopreservation and storage of hematopoietic stem cells and progenitor cells from umbilical cord blood (“PharmaStem II”). The Delaware court granted ViaCell’s motion in October 2005 to stay the proceedings in PharmaStem II pending the outcome of PharmaStem I and a decision from the United States Patent and Trademark Office (“U.S. PTO”) on certain patent re-examination issues. On September 2, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,461,645, and on September 16, 2008, the U.S. PTO issued a Re-examination Certificate cancelling all claims of United States Patent No. 6,569,427. As a result of the cancellation of all patent claims involved in PharmaStem II by the U.S. PTO, we will seek a dismissal of all claims for relief set forth by PharmaStem in PharmaStem II.

We believe we have meritorious defenses to these lawsuits and other proceedings, and we are contesting the actions vigorously in all of the above unresolved matters. However,While each of these matters is subject to uncertainty, and it is not possible to determine whether or notin the opinion of our management, based on its review of the information available at this time, the resolution of some of these matters couldwill not have a material adverse impact on our condensed consolidated financial statements.

We are also subject to various other claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Although we have established accruals for potential losses that we believe are probable and reasonably estimable, in the opinion of our management, based

on its review of the information available at this time, the total cost of resolving these other contingencies at September 28, 2008April 5, 2009 should not have a material adverse effect on our condensed consolidated financial statements. EachHowever, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to us.

 

Item 1A.Risk Factors

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

If we do not introduce new products in a timely manner, we may lose market share and be unable to achieve revenue growth targets.

We sell many of our products in industries characterized by rapid technological change, frequent new product and service introductions, and evolving customer needs and industry standards. Many of the businesses competing with us in these industries have significant financial and other resources to invest in new technologies, substantial intellectual property portfolios, substantial experience in new product development, regulatory expertise, manufacturing capabilities, and the distribution channels to deliver products to customers. Our

products could become technologically obsolete over time, or we may invest in technology that does not lead to revenue growth, or continue to sell products for which the demand from our customers is declining, in which case we may lose market share or not achieve our revenue growth targets. The success of our new product offerings will depend upon several factors, including our ability to:

accurately anticipate customer needs,

innovate and develop new technologies and applications,

successfully commercialize new technologies in a timely manner,

price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and

differentiate our offerings from our competitors’ offerings.

Many of our products are used by our customers to develop, test and manufacture their products. We must anticipate industry trends and consistently develop new products to meet our customers’ expectations. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant sales. We may also suffer a loss in market share and potential sales revenue if we are unable to commercialize our technology in a timely and efficient manner.

In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications.

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing businesses, or make acquired businesses or licensed technologies profitable.

We have in the past, and may in the future, supplement our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as ViaCell, Inc., acquired in November 2007, the Newborn Metabolic Screening Business from Pediatrix Medical Group, Inc., acquired in February 2008, LabMetrix Technologies S.A., acquired in March 2008, and VaConics Lighting, Inc., acquired in May 2008. However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, including:

competition among buyers and licensees,

the high valuations of businesses and technologies,

the need for regulatory and other approval, and

our inability to raise capital to fund these acquisitions.

Some of the businesses we may seek to acquire may be unprofitable or marginally profitable. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we would have to improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations, such as incompatible management, information or other systems, cultural differences or difficulties in predicting financial results. As a result, our financial results may differ from our forecasts or the expectations of the investment community in a given quarter or over the long term.

To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us. We

may also incur expenses in evaluating possible acquisitions that we ultimately do not acquire, which expenses then may adversely impact our profitability.

If the markets into which we sell our products decline, or do not grow as anticipated due to a decline in general economic conditions or uncertainties surrounding the approval of government or industrial funding proposals, we may see an adverse effect on the results of our business operations.

Our customers include pharmaceutical and biotechnology companies, laboratories, academic and research institutions, public health authorities, private healthcare organizations, doctors and government agencies. Our quarterly sales and results of operations are highly dependent on the volume and timing of orders received during the quarter. In addition, our revenues and earnings forecasts for future quarters are often based on the expected trends in our markets. However, the markets we serve do not always experience the trends that we may expect. Negative fluctuations in our customers’ markets, the inability of our customers to secure credit or funding, general economic conditions or cuts in government funding would likely result in a reduction in demand for our products and services. In addition, government funding is subject to economic conditions and the political process, which is inherently fluid and unpredictable. Our revenues may be adversely affected if our customers delay or reduce purchases as a result of uncertainties surrounding the approval of government or industrial funding proposals. Such declines could harm our consolidated financial position, results of operations, cash flows and trading price of our common stock, and could limit our ability to sustain profitability.

Our growth is subject to global economic, political and politicalother risks.

We have operations in many parts of the world. The health of the global economy has a significant impact on our business. For example, the current tightening of credit in the financial markets may make it more difficult for customers to obtain financing for their operations, resulting in a material decrease in the orders we receive. Our business is also affected by local economic environments, including inflation, recession, financial liquidity and currency volatility.volatility or devaluation. Political changes, some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location. In addition, our global manufacturing facilities face risks to their production capacity that may relate to natural disasters, labor relations or regulatory compliance. While some of these risks can be hedged using financial instruments and some are insurable, such attempts to mitigate these risks are costly and not always successful. In addition, our ability to engage in such mitigation has decreased or become even more costly as a result of recent market developments.

If we do not introduce new products in a timely manner, we may lose market share and be unable to achieve revenue growth targets.

We sell many of our products in industries characterized by rapid technological change, frequent new product and service introductions, and evolving customer needs and industry standards. Many of the businesses competing with us in these industries have significant financial and other resources to invest in new technologies, substantial intellectual property portfolios, substantial experience in new product development, regulatory expertise, manufacturing capabilities, and the distribution channels to deliver products to customers. Our products could become technologically obsolete over time, or we may invest in technology that does not lead to revenue growth, or continue to sell products for which the demand from our customers is declining, in which case we may lose market share or not achieve our revenue growth targets. The success of our new product offerings will depend upon several factors, including our ability to:

accurately anticipate customer needs,

innovate and develop new technologies and applications,

successfully commercialize new technologies in a timely manner,

price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and

differentiate our offerings from our competitors’ offerings.

Many of our products are used by our customers to develop, test and manufacture their products. We must anticipate industry trends and consistently develop new products to meet our customers’ expectations. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant sales. We may also suffer a loss in market share and potential sales revenue if we are unable to commercialize our technology in a timely and efficient manner.

In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications.

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing businesses, or make acquired businesses or licensed technologies profitable.

We have in the past supplemented, and may in the future supplement, our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as Opto Technology Inc., acquired in January 2009. However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, including:

competition among buyers and licensees,

the high valuations of businesses and technologies,

the need for regulatory and other approval, and

our inability to raise capital to fund these acquisitions.

Some of the businesses we may seek to acquire may be unprofitable or marginally profitable. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we would have to improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations, such as incompatible management, information or other systems, cultural differences or difficulties in predicting financial results. As a result, our financial results may differ from our forecasts or the expectations of the investment community in a given quarter or over the long term.

To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us. We may also incur expenses related to completing acquisitions or licensing technologies, or in evaluating potential acquisitions or technologies, which expenses may adversely impact our profitability.

We may not be successful in adequately protecting our intellectual property.

Patent and trade secret protection is important to us because developing new products, processes and technologies gives us a competitive advantage, although it is time-consuming and expensive. We own many United States and foreign patents and intend to apply for additional patents. Patent applications we file, however, may not result in issued patents or, if they do, the claims allowed in the patents may be narrower than what is

needed to protect fully our products, processes and technologies. Similarly, applications to register our trademarks may not be granted in all countries in which they are filed. For our intellectual property that is protected by keeping it secret, such as trade secrets and know-how, we may not use adequate measures to protect this intellectual property.

Third parties may also challenge the validity of our issued patents, may circumvent or “design around” our patents and patent applications, or may claim that our products, processes or technologies infringe their patents. In addition, third parties may assert that our product names infringe their trademarks. We may incur significant expense in legal proceedings to protect our intellectual property against infringement by third parties or to defend against claims of infringement by third parties. Claims by third parties in pending or future lawsuits could result in awards of substantial damages against us or court orders that could effectively prevent us from manufacturing, using, importing or selling our products in the United States or other countries.

If we are unable to renew our licenses or otherwise lose our licensed rights, we may have to stop selling products or we may lose competitive advantage.

We may not be able to renew our existing licenses, or licenses we may obtain in the future, on terms acceptable to us, or at all. If we lose the rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share.

Our licenses typically subject us to various economic and commercialization obligations. If we fail to comply with these obligations, we could lose important rights under a license, such as the right to exclusivity in a market. In some cases, we could lose all rights under the license. In addition, rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a third-party could obtain a patent that curtails our freedom to operate under one or more licenses.

If we do not compete effectively, our business will be harmed.

We encounter aggressive competition from numerous competitors in many areas of our business. We may not be able to compete effectively with all of these competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to adjust the prices of many of our products to stay competitive. In addition, new competitors, technologies or market trends may emerge to threaten or reduce the value of entire product lines.

Our quarterly operating results could be subject to significant fluctuation, and we may not be able to adjust our operations to effectively address changes we do not anticipate, which could increase the volatility of our stock price and potentially cause losses to our shareholders.

Given the nature of the markets in which we participate, we cannot reliably predict future sales and profitability. Changes in competitive, market and economic conditions may require us to adjust our operations, and we may not be able to make those adjustments or make them quickly enough to adapt to changing conditions. A high proportion of our costs are fixed, due in part to our research and development and manufacturing costs. Thus, small declines in sales could disproportionately affect our operating results in a quarter. Factors that may affect our quarterly operating results include:

 

demand for and market acceptance of our products,

 

competitive pressures resulting in lower selling prices,

 

adverse changes in the level of economic activity in regions in which we do business,

decline in general economic conditions or government funding,

 

adverse income tax audit settlements,

 

differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,

 

adverse changes in industries, such as pharmaceutical and biomedical,

 

changes in the portions of our sales represented by our various products and customers,

 

delays or problems in the introduction of new products,

 

our competitors’ announcement or introduction of new products, services or technological innovations,

 

increased costs of raw materials, energy or supplies, and

 

changes in the volume or timing of product orders.orders, and

changes in assumptions used to determine contingent consideration in acquisitions.

A significant disruption in third-party package delivery and import/export services, or significant increases in prices for those services, could interfere with our ability to ship products, increase our costs and lower our profitability.

We ship a significant portion of our products to our customers through independent package delivery and import/export companies, including UPS and Federal Express in the United States, TNT, UPS and DHL in Europe and UPS in Asia. We also ship our products through other carriers, including national trucking firms, overnight carrier services and the U.S. Postal Service. If one or more of the package delivery or import/export providers experiences a significant disruption in services or institutes a significant price increase, the delivery of our products could be prevented or delayed. Such events could cause us to incur increased shipping costs that could not be passed on to our customers, negatively impacting our profitability and our relationships with certain of our customers.

Disruptions in the supply of raw materials, certain key components, and supplies from our limited or single source suppliers could have an adverse effect on the results of our business operations, and could damage our relationships with customers.

The production of our products requires a wide variety of raw materials, key components and supplies that are generally available from alternate sources of supply. However, certain critical raw materials, key components and supplies required for the production of some of our principal products are available from limited or single sources of supply. We generally have multi-year contracts with no minimum purchase requirements with these suppliers, but those contracts may not fully protect us from a failure by certain suppliers to supply critical materials or from the delays inherent in being required to change suppliers and, in some cases, validate new raw materials. Such raw materials, key components and supplies could usually be obtained from alternative sources with the potential for an increase in price, decline in quality or delay in delivery. A prolonged inability to obtain certain raw materials, key components or supplies is possible and could have an adverse effect on our business operations, and could damage our relationships with customers.

If we are unable to produce an adequate quantity of products to meet our customers’ demands, our revenue growth may be adversely affected.

We have an established global manufacturing base with facilities in multiple locations around the world. Each of these facilities faces risks to its production capacity that may relate to natural disasters, labor relations or regulatory compliance. In addition, in any of these facilities, we may not manage the manufacturing or production processes at expected levels, we may fail to anticipate or act on the need to increase the production capacity, or we may be unable to quickly resolve technical manufacturing issues that arise from time to time. Any of these risks could cause our revenue growth to be adversely affected.

The manufacture and sale of products may expose us to product liability claims for which we could have substantial liability.

We face an inherent business risk of exposure to product liability claims if our products or product candidates are alleged or found to have caused injury, damage or loss. We may in the future be unable to obtain insurance with adequate levels of coverage for potential liability on acceptable terms or claims of this nature may be excluded from coverage under the terms of any insurance policy that we can obtain. If we are unable to obtain such insurance or the amounts of any claims successfully brought against us substantially exceed our coverage, then our business could be adversely impacted.

If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Some of the products produced by our Life and Analytical SciencesHuman Health segment are subject to regulation by the United States Food and Drug Administration and similar agencies internationally. These regulations govern a

wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales, resales and distribution. If we fail to comply with those regulations or those of similar international agencies, we may have to recall products, cease their manufacture and distribution, and may be subject to fines or criminal prosecution. Other aspects of our operations are subject to regulation by different government agencies in the United States and other countries. If we fail to comply with those regulations, we could be subject to fines, penalties, criminal prosecution or other sanctions.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety, and food and drug regulations. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products or increase our costs of producing these products.

The healthcare industry is highly regulated and if we fail to comply with its extensive system of laws and regulations, we could suffer fines and penalties or be required to make significant changes to our operations which could have a significant adverse effect on the results of our business operations.

The healthcare industry, including ourthe genetic screening business,market, is subject to extensive and frequently changing international and United States federal, state and local laws and regulations. In addition, legislative provisions relating to healthcare fraud and abuse, patient privacy violations and misconduct involving government insurance programs provide federal enforcement personnel with substantial powers and remedies to pursue suspected violations. We believe that our business will continue to be subject to increasing regulation as the federal government continues to strengthen its position on healthcare matters, the scope and effect of which we cannot predict. If we fail to comply with applicable laws and regulations, we could suffer civil and criminal damages, fines and penalties, exclusion from participation in governmental healthcare programs, and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur liabilities from third-party claims, all of which could have a significant adverse effect on our business.

Economic, political and other risks associated with foreign operations could adversely affect our international sales and profitability.

Because we sell our products worldwide, our businesses are subject to risks associated with doing business internationally. Our sales originating outside the United States represented the majority of our total sales in the fiscal quarter ended September 28, 2008.April 5, 2009. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Accordingly, our future results of operations could be harmed by a variety of factors, including:

 

changes in foreign currency exchange rates,

 

changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,

 

longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,

 

trade protection measures and import or export licensing requirements,

 

differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,

adverse income tax audit settlements or loss of previously negotiated tax incentives,

 

differing business practices associated with foreign operations,

 

difficulty in staffing and managing widespread operations,

 

differing labor laws and changes in those laws,

differing protection of intellectual property and changes in that protection, and

 

differing regulatory requirements and changes in those requirements.

If we do not retain our key personnel, our ability to execute our business strategy will be limited.

Our success depends to a significant extent upon the continued service of our executive officers and key management and technical personnel, particularly our experienced engineers, and on our ability to continue to attract, retain, and motivate qualified personnel. The competition for these employees is intense. The loss of the services of one or more of our key personnel could have a material adverse effect on our operating results. In addition, there could be a material adverse effect on us should the turnover rates for engineers and other key personnel increase significantly or if we are unable to continue to attract qualified personnel. We do not maintain any key person life insurance policies on any of our officers or employees.

Our success also depends on our ability to execute leadership succession plans. The inability to successfully transition key management roles could have a material adverse effect on our operating results.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We rely on several centralized information systems throughout our company to keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers and suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.

Restrictions in our credit facility and outstanding debt instruments may limit our activities.

Our amended senior unsecured revolving credit facility and our 6% senior unsecured notes contain, and future debt instruments to which we may become subject may contain, restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company. These debt instruments include restrictions on our ability and the ability of our subsidiaries to:

 

pay dividends on, redeem or repurchase our capital stock,

 

sell assets,

 

incur obligations that restrict their ability to make dividend or other payments to us,

 

guarantee or secure indebtedness,

 

enter into transactions with affiliates, and

 

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

We are also required to meet specified financial ratios under the terms of our debt instruments. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition.

Our failure to comply with any of these restrictions in our amended senior unsecured revolving credit facility and our 6% senior unsecured notes may result in an event of default under either or both of these debt instruments, which could permit acceleration of the debt under either or both debt instruments, and require us to prepay that debt before its scheduled due date.

Our results of operations will be adversely affected if we fail to realize the full value of our intangible assets.

As of September 28, 2008,April 5, 2009, our total assets included $1.9$1.8 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights, core technology and technology licenses, net of accumulated amortization. We test certain of these items—specifically all of those that are considered “non-amortizing”—at least on an annual basis for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned. All of our amortizing intangible assets are evaluated for impairment should discrete events occur that call into question the recoverability of the intangible assets.

Adverse changes in our business, adverse changes in the assumptions used to determine the fair value of our reporting units, or the failure to grow our LifeHuman Health and Analytical Sciences segmentEnvironmental Health segments may result in impairment of our intangible assets, which could adversely affect our results of operations.

Our share price will fluctuate.

Over the last several quarters, stock markets in general and our common stock in particular have experienced significant price and volume volatility. Both the market price and the daily trading volume of our common stock may continue to be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations and business prospects. In addition to the risk factors discussed above, the price and volume volatility of our common stock may be affected by:

 

operating results that vary from the expectations of securities analysts and investors;

 

the financial performance of the major end markets that we target;

 

the operating and securities price performance of companies that investors consider to be comparable to us;

 

announcements of strategic developments, acquisitions and other material events by us or our competitors; and

 

changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.

Dividends on our common stock could be reduced or eliminated in the future.

On January 28, 2009, we announced that our Board had declared a quarterly dividend of $0.07 per share for the first quarter of fiscal year 2009 that was paid in May 2009. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchase Program

The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated.

 

   Issuer Repurchases of Equity Securities

Period

  Total Number of
Shares
Purchased(1)
  Average Price
Paid Per
Share
  Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
  Maximum Number of
Shares that May Yet
Be Purchased
Under the Plans or
Programs

June 30, 2008 – July 27, 2008

  0  $0.00  0  1,949,208

July 28, 2008 – August 24, 2008

  1,000,000  $29.34  1,000,000  949,208

August 25, 2008 – September 28, 2008

  952,562  $28.71  949,208  0
             

Activity for quarter ended September 28, 2008

  1,952,562  $29.03  1,949,208  0
             
   Issuer Repurchases of Equity Securities

Period

  Total Number of
Shares
Purchased(1)(2)
  Average Price
Paid Per
Share
  Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
  Maximum Number of
Shares that May Yet
Be Purchased
Under the Plans or
Programs

December 29, 2008 – February 1, 2009

  27,102  $13.85  0  9,000,000

February 2, 2009 – March 1, 2009

  1,000,000  $14.17  1,000,000  8,000,000

March 2, 2009 – April 5, 2009

  0  $0.00  0  8,000,000
             

Activity for quarter ended April 5, 2009

  1,027,102  $13.43  1,000,000  8,000,000
             

 

(1)On November 6, 2006,October 23, 2008, we announced that our Board has authorized us to repurchase up to 10.0 million shares of our common stock under a stock repurchase program (the “Repurchase Program”). During the third quarter of fiscal year 2008, we repurchased 1.9 million shares of our common stock in the open market at an aggregate cost of $56.6 million, including commissions. This activity completed our repurchase of the 10.0 million shares in the aggregate authorized under the Repurchase Program. On October 23, 2008, we announced that our Board has authorized us to repurchase up to 10.0 million additional shares of our common stock under a new stock repurchase program (the “New Repurchase Program”). The New Repurchase Program will expire on October 22, 2012 unless this authorization is terminated earlier by our Board, and may be suspended or discontinued at any time. Approximately 10.0 million shares of our common stock remain available for repurchase under the New Repurchase Program.
(2)We repurchased 17,549 shares of our common stock duringDuring the first quarter of fiscal year 2008 and 3,3542009, we repurchased 1,000,000 shares of our common stock duringin the second quarteropen market at an aggregate cost of fiscal year 2008$14.2 million, including commissions, under the Repurchase Program. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
(2)Our Board has authorized us to repurchase shares of our common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans. During the first quarter of fiscal year 2009, we repurchased 27,102 shares of our common stock for this purpose. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.

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

There were no matters submitted to a vote of security holders during the quarter ended April 5, 2009. The following matters were submitted to a vote of the stockholders at our 2009 annual meeting of stockholders held on April 28, 2009: (i) a proposal to elect the nine nominees for director named below for terms of one year each; (ii) a proposal to ratify the selection of Deloitte & Touche LLP as our independent auditors for the current fiscal year; and (iii) a proposal to approve the PerkinElmer, Inc., 2009 Incentive Plan. The number of shares of common stock outstanding and eligible to vote as of the record date of March 2, 2009 was 116,177,940. Set forth below is the number of votes cast for or withheld with respect to each nominee for director and the number of votes cast for or against or abstaining, and if applicable, the number of broker non-votes, for the other matters submitted to a vote of the shareholders at the meeting.

Proposal #1 –To elect the following nominees as our directors for terms of one year each:

   For  Against  Abstain

Friel, Robert F.  

  102,513,708  2,670,282  950,284

Lopardo, Nicholas A.  

  101,466,827  3,705,317  962,130

Michas, Alexis P.  

  101,776,840  3,401,655  955,779

Mullen, James C.  

  101,943,740  3,233,967  956,567

Sato, Vicki L.  

  101,863,416  3,255,564  1,015,294

Schmergel, Gabriel

  101,928,723  3,253,062  952,489

Sicchitano, Kenton J.  

  101,963,945  3,213,528  956,801

Sullivan, Patrick J.  

  102,540,125  2,640,208  953,941

Tod, G. Robert

  95,255,322  9,855,382  1,023,570

Proposal #2To ratify the selection of Deloitte & Touche LLP as our independent auditors for the current fiscal year.

For

 

Against

 

Abstain

103,431,638

 1,641,405 1,061,231

Proposal #3To approve the PerkinElmer, Inc., 2009 Incentive Plan.

For

 

Against

 

Abstain

 

Broker Non-votes

80,797,876

 13,037,104 1,120,895 11,178,399

Item 6.Exhibits

10.1The Omnibus Assignment and Assumption Agreement, dated as of October 1, 2008, to the Receivables Sale Agreement, dated as of December 21, 2001, by and among PerkinElmer Receivables Company, as Seller, PerkinElmer, Inc., as Initial Collection Agent, the Committed Purchasers, Windmill Funding Corporation, and Royal Bank of Scotland, PLC, as agent for the Purchasers.
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Acting Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

PERKINELMER, INC.

By:

/S/    MICHAEL L. BATTLES        

Michael L. Battles

Acting Chief Financial Officer

(Principal Financial Officer)

Vice President, Corporate Controller and

Chief Accounting Officer

(Principal Accounting Officer)

November 7, 2008

EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Name

3.1Amended and Restated By-laws of PerkinElmer, Inc., filed with the SEC on April 28, 2009 as Exhibit 3.1 to our Current Report on Form 8-K and incorporated herein by reference.
10.1  The Omnibus AssignmentEmployee Agreement by and Assumptionbetween Frank Anders Wilson and PerkinElmer, Inc. dated as of April 28, 2009 and filed with the SEC on April 30, 2009 as Exhibit 10.1 to our Current Report on Form 8-K and incorporated herein by reference.
10.22009 Incentive Plan, filed as Appendix A to PerkinElmer’s Proxy Statement on Schedule 14A filed with the SEC on March 20, 2009 and incorporated herein by reference.
10.3Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.2 to our Current Report on Form 8-K and incorporated herein by reference.
10.4Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.3 to our Current Report on Form 8-K and incorporated herein by reference.
10.5Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.4 to our Current Report on Form 8-K and incorporated herein by reference.
10.6Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.5 to our Current Report on Form 8-K and incorporated herein by reference.

Exhibit
Number

Exhibit Name

10.7Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.6 to our Current Report on Form 8-K and incorporated herein by reference.
10.8Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.7 to our Current Report on Form 8-K and incorporated herein by reference.
10.9Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.8 to our Current Report on Form 8-K and incorporated herein by reference.
10.10Amended and Restated Receivables Sale Agreement dated as of October 1, 2008,March 20, 2009 among PerkinElmer Receivables Company, PerkinElmer, Inc., ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Amended and Restated Receivables Sale Agreement”).
10.11The Fourth Amendment, dated as of March 20, 2009, to the Purchase and Sale Agreement dated as of December 21, 2001 among PerkinElmer, Inc. and certain subsidiaries of PerkinElmer, Inc. as Originators, and PerkinElmer Receivables Company as Buyer.
10.12*Receivables Sale Agreement dated as of December 21, 2001 among PerkinElmer Receivables Company, PerkinElmer, Inc., ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Receivables Sales Agreement”).
10.13*The Fourth Amendment to the Receivables Sale Agreement dated as of January 31, 2003.
10.14*The Fifth Amendment to the Receivables Sale Agreement dated as of March 26, 2003.
10.15*The Eleventh Amendment to the Receivables Sale Agreement dated as of November 10, 2005.
10.16The Seventeenth Amendment to the Receivables Sale Agreement dated as of February 27, 2009.
10.17*Amended and Restated Credit Agreement, dated as of August 13, 2007, among PerkinElmer, Inc. and Wallac Oy as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citigroup Global Markets Inc. and HSBC Bank USA, National Association, as Co-Syndication Agents, ABN AMRO Bank N.V. and Deutsche Bank Securities Inc., as Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Managers, and the Other Lenders party thereto.
10.18*Note Purchase Agreement, dated as of May 30, 2008 by and among PerkinElmer, ReceivablesInc. and the Northwestern Mutual Life Insurance Company, as Seller, PerkinElmer, Inc., as Initial Collection Agent,New York Life Insurance Company, New York Life Insurance and Annuity Corporation, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, Aviva Life and Annuity Company, American Investors Life Insurance Company, the Committed Purchasers, Windmill Funding Corporation,Lincoln National Life Insurance Company, Physicians Life Insurance Company, Hartford Life and Royal BankAccident Insurance Company, Allianz Life Insurance Company of Scotland, PLC, as agent forNorth America, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, Hakone Fund II LLC, Great-West Life & Annuity Insurance Company, Knights of Columbus, the Purchasers.Ohio National Life Insurance Company and Ohio National Life Assurance Corporation.
31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2  Certification of Acting Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1  Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

*Refiled to include schedules and/or exhibits inadvertently omitted from prior filings.

62

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.

PERKINELMER, INC.

By:

/S/    MICHAEL L. BATTLES        

Michael L. Battles

Acting Chief Financial Officer,

Vice President, Chief Financial Officer—Human Health,
and Chief Accounting Officer

May 15, 2009

EXHIBIT INDEX

Exhibit
Number

Exhibit Name

3.1Amended and Restated By-laws of PerkinElmer, Inc., filed with the SEC on April 28, 2009 as Exhibit 3.1 to our Current Report on Form 8-K and incorporated herein by reference.
10.1Employee Agreement by and between Frank Anders Wilson and PerkinElmer, Inc. dated as of April 28, 2009 and filed with the SEC on April 30, 2009 as Exhibit 10.1 to our Current Report on Form 8-K and incorporated herein by reference.
10.22009 Incentive Plan, filed as Appendix A to PerkinElmer’s Proxy Statement on Schedule 14A filed with the SEC on March 20, 2009 and incorporated herein by reference.
10.3Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.2 to our Current Report on Form 8-K and incorporated herein by reference.
10.4Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.3 to our Current Report on Form 8-K and incorporated herein by reference.
10.5Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.4 to our Current Report on Form 8-K and incorporated herein by reference.
10.6Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.5 to our Current Report on Form 8-K and incorporated herein by reference.
10.7Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.6 to our Current Report on Form 8-K and incorporated herein by reference.
10.8Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.7 to our Current Report on Form 8-K and incorporated herein by reference.
10.9Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the SEC on April 28, 2009 as Exhibit 10.8 to our Current Report on Form 8-K and incorporated herein by reference.
10.10Amended and Restated Receivables Sale Agreement dated as of March 20, 2009 among PerkinElmer Receivables Company, PerkinElmer, Inc., ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Amended and Restated Receivables Sale Agreement”).
10.11The Fourth Amendment, dated as of March 20, 2009, to the Purchase and Sale Agreement dated as of December 21, 2001 among PerkinElmer, Inc. and certain subsidiaries of PerkinElmer, Inc. as Originators, and PerkinElmer Receivables Company as Buyer.
10.12*Receivables Sale Agreement dated as of December 21, 2001 among PerkinElmer Receivables Company, PerkinElmer, Inc., ABN AMRO Bank N.V., the Committed Purchasers and Windmill Funding Corporation (the “Receivables Sales Agreement”).
10.13*The Fourth Amendment to the Receivables Sale Agreement dated as of January 31, 2003.
10.14*The Fifth Amendment to the Receivables Sale Agreement dated as of March 26, 2003.
10.15*The Eleventh Amendment to the Receivables Sale Agreement dated as of November 10, 2005.

Exhibit
Number

Exhibit Name

10.16The Seventeenth Amendment to the Receivables Sale Agreement dated as of February 27, 2009.
10.17*Amended and Restated Credit Agreement, dated as of August 13, 2007, among PerkinElmer, Inc. and Wallac Oy as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citigroup Global Markets Inc. and HSBC Bank USA, National Association, as
Co-Syndication Agents, ABN AMRO Bank N.V. and Deutsche Bank Securities Inc., as
Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Managers, and the Other Lenders party thereto.
10.18*Note Purchase Agreement, dated as of May 30, 2008 by and among PerkinElmer, Inc. and the Northwestern Mutual Life Insurance Company, New York Life Insurance Company, New York Life Insurance and Annuity Corporation, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, Aviva Life and Annuity Company, American Investors Life Insurance Company, the Lincoln National Life Insurance Company, Physicians Life Insurance Company, Hartford Life and Accident Insurance Company, Allianz Life Insurance Company of North America, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, Hakone Fund II LLC, Great-West Life & Annuity Insurance Company, Knights of Columbus, the Ohio National Life Insurance Company and Ohio National Life Assurance Corporation.
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Acting Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Refiled to include schedules and/or exhibits inadvertently omitted from prior filings.

60