THERMO FISHER SCIENTIFIC
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1 THERMO FISHER SCIENTIFIC February 8, 2007 Reconciliation of Financial Information Q GAAP P&L (as reported): 2002 to Reconciliation of GAAP to Adjusted P&L: 2002 to Business Segment Revenue and Operating Income: 2004 to Pro Forma Revenue and Operating Income: 2005 to Balance Sheet (as reported): 2004 to 2006 Use of Non-GAAP Financial Measures In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we present certain non-gaap financial measures herein (identified as "adjusted"), which exclude, to the extent such item would have been included in the most directly comparable GAAP financial measure: certain charges to cost of revenues, principally associated with acquisition accounting; restructuring and other costs/income; amortization of acquisition-related intangible assets; certain other gains and losses that are either isolated or cannot be expected to occur again with any regularity or predictability, such as those arising from the sale of a business or real estate, the sale of our shares in Newport Corporation and Thoratec Corporation (as of July 2, 2005, we no longer held shares of these companies), charges for the acceleration of stock-based compensation expense due to the change in control occurring at the date of the Fisher merger and costs associated with the early retirement of debt and debt facilities; the tax provisions/benefits related to the previous items; benefit from tax credit carryforwards and the impact of significant tax audits or events. We exclude these items because they are outside of our normal operations and we believe that the inclusion of such non-gaap measures helps investors to gain a better understanding of our core operating results. For comparability purposes, prior period consolidated adjusted results reflect the pro forma effect of stock option expense as if it had been required in that period. Thermo Fisher's management uses these non-gaap measures, in addition to GAAP financial measures, as the basis for measuring the company's core operating performance and comparing such performance to that of prior periods and to the performance of our competitors. We believe that this allows for comparisons of operating results that are consistent over time. Such measures are also used by management in their financial and operating decision making and for compensation purposes. The non-gaap financial measures of Thermo Fisher's results of operations presented herein are not meant to be considered superior to or a substitute for Thermo Fisher's results of operations prepared in accordance with GAAP. Reconciliations of such non-gaap financial measures to the most directly comparable GAAP financial measures are set forth in the accompanying tables. Page 1 of 6
2 GAAP P&L (as reported) (In millions except EPS) Q1-05 Q2-05 Q3-05 Q Q1-06 Q2-06 Q3-06 Q Revenues 1, , , , , ,791.6 Cost of Revenues 1, , , , , ,210.2 SG&A Amortization of Acquisition-related Intangible Assets R&D Restructuring and Other Costs (Income), Net (0.3) Operating Income Interest Income Interest Expense (40.2) (18.2) (11.0) (3.1) (7.3) (8.3) (8.0) (26.7) (7.7) (8.0) (9.3) (26.9) (51.9) Other Income, Net Income from Continuing Operations Before Income Taxes Income Tax (Provision) Benefit (98.0) (47.4) (40.8) (17.4) (22.0) (18.8) (29.4) (87.6) (20.5) (19.8) (20.5) 17.7 (43.1) Income from Continuing Operations Income from Discontinued Operations, Net of Tax (1.1) Net Income Add Back: Interest - Convertible Debentures (net of tax) Diluted Shares GAAP Diluted EPS Gross Margin 45.9% 46.3% 46.0% 46.4% 44.0% 45.0% 46.2% 45.4% 45.7% 45.5% 46.5% 36.4% 41.7% SG&A 27.2% 26.9% 27.4% 27.9% 26.5% 24.8% 25.1% 26.0% 25.8% 25.4% 26.4% 24.2% 25.1% R&D 7.1% 6.7% 6.1% 6.5% 6.0% 5.7% 5.2% 5.8% 5.7% 5.7% 5.3% 3.1% 4.5% Operating Margin 9.2% 9.9% 10.8% 10.7% 8.1% 9.1% 11.9% 10.0% 9.9% 10.1% 10.4% 1.6% 6.4% Pre-tax Margin 16.3% 11.7% 11.8% 11.3% 12.0% 8.7% 11.5% 10.9% 9.4% 9.6% 9.6% 0.4% 5.5% Tax Rate 32.5% 21.3% 15.8% 27.6% 27.9% 31.6% 34.7% 30.6% 31.9% 28.9% 29.6% % 20.6% Net Margin 16.7% 10.5% 16.4% 8.7% 9.2% 8.5% 7.6% 8.5% 6.9% 6.7% 6.7% 1.5% 4.5% Book to Bill Ratio (a) Stock Option Compensation Expense included in GAAP P&L above Cost of Revenues SG&A R&D Total Equity Compensation Acceleration Charges included in GAAP P&L above Cost of Revenues SG&A R&D Total Depreciation included in GAAP P&L above (a) Book to Bill Ratio for Q4-06 and full year 2006 includes only the legacy Thermo businesses. Page 2 of 6
3 Reconciliation of GAAP to Adjusted P&L (In millions except EPS) Q1-05 Q2-05 Q3-05 Q Q1-06 Q2-06 Q3-06 Q GAAP Operating Income Cost of Revenues Charges (a) Restructuring and Other Costs (Income), Net (b) (0.3) Pro Forma Stock Option Compensation Expense (c) (32.7) (25.4) (17.8) (5.3) (5.2) (5.2) (5.2) (20.9) Equity Compensation Acceleration Charges (d) Amortization of Acquisition-related Intangible Assets Adjusted Operating Income GAAP Operating Income Margin 9.2% 9.9% 10.8% 10.7% 8.1% 9.1% 11.9% 10.0% 9.9% 10.1% 10.4% 1.6% 6.4% Cost of Revenues Charges (a) 0.5% 0.0% 0.2% 0.0% 1.8% 0.3% 0.0% 0.5% 0.0% 0.2% 0.3% 4.5% 2.0% Restructuring and Other Costs (Income), Net (b) 2.0% 2.4% 0.7% 0.0% 0.4% 1.5% 0.6% 0.6% 0.5% 0.7% 0.7% 1.9% 1.2% Pro Forma Stock Option Compensation Expense (c) -1.8% -1.3% -0.8% -1.0% -0.8% -0.8% -0.7% -0.8% 0.0% 0.0% 0.0% 0.0% 0.0% Equity Compensation Acceleration Charges (d) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.2% 1.0% Amortization of Acquisition-related Intangible Assets 0.4% 0.4% 1.0% 1.3% 2.9% 3.8% 3.5% 3.0% 3.8% 3.6% 3.6% 5.6% 4.5% Adjusted Operating Income Margin 10.3% 11.4% 11.9% 11.0% 12.4% 13.9% 15.3% 13.3% 14.2% 14.6% 15.0% 15.8% 15.1% GAAP Net Income Cost of Revenues Charges (a) Restructuring and Other Costs (Income), Net (b) (0.3) Pro Forma Stock Option Compensation Expense (c) (32.7) (25.4) (17.8) (5.3) (5.2) (5.2) (5.2) (20.9) Equity Compensation Acceleration Charges (d) Amortization of Acquisition-related Intangible Assets Gain/Loss on Extinguishment of Debt Facilities Other Income, Net Gain on Investments (e) (109.9) (29.0) (9.6) 0.0 (27.6) (27.6) Income Tax (Provision) Benefit (f) 32.7 (10.4) (36.2) (0.4) (1.4) (11.2) (3.2) (16.2) (8.0) (10.9) (11.0) (80.6) (110.5) Income from Discontinued Operations, Net of Tax (106.3) (24.8) (143.4) (3.3) (3.5) (17.1) (1.0) (24.9) (3.3) (0.4) (2.6) Adjusted Net Income GAAP Diluted EPS Cost of Revenues Charges, Net of Tax (a) Restructuring and Other Costs (Income), Net of Tax (b) Pro Forma Stock Option Compensation Expense (c) (0.12) (0.10) (0.07) (0.02) (0.02) (0.02) (0.02) (0.08) Equity Compensation Acceleration Charges, Net of Tax (d) Amortization of Acquisition-related Intangible Assets, Net of Tax Gain/Loss on Extinguishment of Debt Facilities Other Income, Net Gain on Investments, Net of Tax (e) (0.36) (0.12) (0.04) 0.00 (0.11) (0.11) Income Tax (Provision) Benefit (f) 0.00 (0.07) (0.21) Income from Discontinued Operations, Net of Tax (0.58) (0.15) (0.86) (0.02) (0.02) (0.10) (0.01) (0.15) (0.02) (0.01) Adjusted Diluted EPS GAAP Gross Margin 45.9% 46.3% 46.0% 46.4% 44.0% 45.0% 46.2% 45.4% 45.7% 45.5% 46.5% 36.4% 41.7% Cost of Revenues Charges (a) 0.5% 0.0% 0.1% 0.0% 1.7% 0.3% 0.1% 0.5% 0.0% 0.2% 0.2% 4.5% 2.0% Pro Forma Stock Option Compensation Expense (c) 0.0% 0.0% 0.0% -0.1% -0.1% -0.1% -0.1% -0.1% 0.0% 0.0% 0.0% 0.0% 0.0% Equity Compensation Acceleration Charges (d) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.2% 0.2% Adjusted Gross Margin 46.4% 46.3% 46.1% 46.3% 45.6% 45.2% 46.2% 45.8% 45.7% 45.7% 46.7% 41.1% 43.9% GAAP Tax Rate 32.5% 21.3% 15.8% 27.6% 27.9% 31.6% 34.7% 30.6% 31.9% 28.9% 29.6% % 20.6% Tax Effect of Adjusted Items -4.4% 4.7% 12.3% -0.2% 1.7% 1.0% -4.9% -0.5% -1.4% 1.7% 1.0% 274.4% 7.8% Adjusted Tax Rate 28.1% 26.0% 28.1% 27.4% 29.6% 32.6% 29.8% 30.1% 30.5% 30.6% 30.6% 25.7% 28.4% Pro Forma Stock Option Compensation Expense Cost of Revenues SG&A R&D Total (a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date of acquisition and accelerated depreciation on assets to be abandoned as a result of real estate consolidation. (b) Restructuring and other costs consist principally of severance and retention costs; abandoned facility and other expenses of real estate consolidation; gains and losses on the sale of businesses, product lines and property; writedowns of businesses held for sale; legal/advisory fees associated with a reorganization of the company's non-u.s. subsidiary structure; and, in Q4-06, $15.2 of charges for in-process R&D associated with the Fisher merger. (c) For purposes of comparison, adjusted results for periods prior to 1/1/06 reflects the pro forma effect of stock option expense as if it had been required in that period. (d) Charges associated with the accelerated vesting of our equity-based arrangements resulting from the change in control occurring at the date of the Fisher merger have been excluded from adjusted results. (e) The excluded items from gain on investments represent net gains from the sale of the company's equity interests in Thoratec Corporation and Newport Corporation. (f) The excluded items from income tax benefit include the tax benefits/provisions related to the above excluded items, benefit from tax credit carryforwards and the impact of the resolution of significant tax audits. Page 3 of 6
4 Business Segment Data (In millions) 2004 Q1-05 Q2-05 Q3-05 Q Q1-06 Q2-06 Q3-06 Q Revenues Analytical Technologies 1, % % % % % 2, % % % % % 2, % Laboratory Products and Services % % % % % % % % % % 1, % Eliminations % % % % % % % % % (40.8) -2.5% (40.8) -1.1% Consolidated Revenues 2, % % % % % 2, % % % % 1, % 3, % Margin Margin Margin Margin Margin Margin Margin Margin Margin Margin Margin 2004 % Q1-05 % Q2-05 % Q3-05 % Q4-05 % 2005 % Q1-06 % Q2-06 % Q3-06 % Q4-06 % 2006 % Operating Income and Operating Margin Analytical Technologies % % % % % % % % % % % Laboratory Products and Services % % % % % % % % % % % Other (0.0) 0.0 (0.0) Subtotal Reportable Segments % % % % % % % % % % % Cost of Revenues Charges (3.3) -0.2% % (11.6) -1.8% (1.7) -0.3% (0.1) 0.0% (13.4) -0.5% % (1.3) -0.2% (2.0) -0.3% (74.4) -4.5% (77.7) -2.0% Restructuring and Other Costs, Net (15.8) -0.7% % (2.2) -0.4% (10.5) -1.5% (4.5) -0.6% (16.9) -0.6% (3.6) -0.5% (4.8) -0.7% (5.2) -0.7% (32.1) -1.9% (45.7) -1.2% Pro Forma Stock Option Compensation Expense (a) % % % % % % % % % % % Equity Compensation Acceleration Charges (b) % % % % % % % % % (36.7) -2.2% (36.7) -1.0% Amortization of Acquisition-related Intangible Assets (22.9) -1.0% (7.4) -1.3% (19.1) -2.9% (25.6) -3.8% (25.5) -3.5% (77.6) -3.0% (25.6) -3.8% (25.6) -3.6% (26.4) -3.6% (93.2) -5.6% (170.8) -4.5% Consolidated GAAP Operating Income % % % % % % % % % % % (a) For purposes of comparison, segment operating income for periods prior to 1/1/06 reflects the pro forma effect of stock option expense as if it had been required in that period. (b) Charges associated with the accelerated vesting of our equity-based arrangements resulting from the change in control occurring at the date of the Fisher merger have been excluded from segment operating income. Page 4 of 6
5 Pro Forma Data (a) (In millions) Q1-05 Q2-05 Q3-05 Q Q1-06 Q2-06 Q3-06 Q Pro Forma Revenues Analytical Technologies % % % % 3, % % % % 1, % 3, % Laboratory Products and Services 1, % 1, % 1, % 1, % 4, % 1, % 1, % 1, % 1, % 5, % Eliminations (66.2) -3.5% (69.8) -3.5% (69.6) -3.4% (69.1) -3.3% (274.7) -3.4% (75.7) -3.6% (77.5) -3.5% (79.0) -3.5% (77.5) -3.3% (309.7) -3.5% Pro Forma Combined Revenues 1, % 2, % 2, % 2, % 8, % 2, % 2, % 2, % 2, % 8, % Pre-merger Fisher Scientific Results, Net of Eliminations (1,328.8) (1,354.7) (1,375.0) (1,383.4) (5,441.9) (1,412.1) (1,475.2) (1,512.6) (678.9) (5,078.8) GAAP Consolidated Revenues , , ,791.6 Margin Margin Margin Margin Margin Margin Margin Margin Margin Margin Q1-05 % Q2-05 % Q3-05 % Q4-05 % 2005 % Q1-06 % Q2-06 % Q3-06 % Q4-06 % 2006 % Pro Forma Operating Income and Operating Margin Analytical Technologies % % % % % % % % % % Laboratory Products and Services % % % % % % % % % % Other/Eliminations 0.6 (0.5) (0.1) (0.4) (0.4) (0.5) (0.4) (0.1) (0.1) (1.1) Pro Forma Adjusted Combined Operating Income % % % % 1, % % % % % 1, % Pre-merger Fisher Scientific Results Included Above (177.8) (185.4) (184.2) (180.9) (728.3) (183.4) (220.2) (236.1) (93.8) (733.5) Adjusted Operating Income % % % % % % % % % % Cost of Revenues Charges - 0.0% (11.6) -1.8% (1.7) -0.3% (0.1) 0.0% (13.4) -0.5% - 0.0% (1.3) -0.2% (2.0) -0.3% (74.4) -4.5% (77.7) -2.0% Restructuring and Other Costs, Net % (2.2) -0.4% (10.5) -1.5% (4.5) -0.6% (16.9) -0.6% (3.6) -0.5% (4.8) -0.7% (5.2) -0.7% (32.1) -1.9% (45.7) -1.2% Pro Forma Stock Option Compensation Expense (b) % % % % % - 0.0% - 0.0% - 0.0% - 0.0% - 0.0% Equity Compensation Acceleration Charge (c) - 0.0% - 0.0% - 0.0% - 0.0% - 0.0% - 0.0% - 0.0% - 0.0% (36.7) -2.2% (36.7) -1.0% Amortization of Acquisition-related Intangible Assets (7.4) -1.3% (19.1) -2.9% (25.6) -3.8% (25.5) -3.5% (77.6) -3.0% (25.6) -3.8% (25.6) -3.6% (26.4) -3.6% (93.2) -5.6% (170.8) -4.5% GAAP Operating Income % % % % % % % % % % Pro Forma Stock Compensation Included in Pro Forma Adjusted Combined Operating Income above Pro Forma Adjusted Gross Margin 39.2% 38.7% 39.5% 39.6% Impact of Including Pre-merger Fisher Results 7.0% 7.1% 1.6% 4.3% Adjusted Gross Margin 46.2% 45.8% 41.1% 43.9% Cost of Revenues Charges -0.1% -0.5% -4.5% -2.0% Pro Forma Stock Option Compensation Expense (b) 0.1% 0.1% 0.0% 0.0% Equity Compensation Acceleration Charges (c) 0.0% 0.0% -0.2% -0.2% GAAP Gross Margin 46.2% 45.4% 36.4% 41.7% Pro Forma Adjusted SG&A as a % of Revenue 22.9% 22.8% 21.9% 22.3% Impact of Including Pre-merger Fisher Results 2.8% 3.9% 0.4% 2.0% Adjusted SG&A as a % of Revenue 25.7% 26.7% 22.3% 24.3% Pro Forma Stock Option Compensation Expense (b) -0.6% -0.7% 0.0% 0.0% Equity Compensation Acceleration Charges (c) 0.0% 0.0% 1.9% 0.8% GAAP SG&A as a % of Revenue 25.1% 26.0% 24.2% 25.1% Pro Forma Adjusted R&D as a % of Revenue -Analytical Technologies Segment 4.7% 5.0% 4.8% 5.0% Impact of Including Pre-merger Fisher Results 1.3% 1.5% 0.2% 1.0% Reported R&D as a % of Revenue - Analytical Technologies Segment 6.0% 6.5% 5.0% 6.0% (a) Pro forma results combine the results of the company with the pre-merger results of Fisher Scientific International Inc. (b) For purposes of comparison, adjusted operating income for periods prior to 1/1/06 reflects the pro forma effect of stock option expense as if it had been required in that period. (c) Charges associated with the accelerated vesting of our equity-based arrangements resulting from the change in control occurring at the date of the Fisher merger have been excluded from adjusted operating income. Page 5 of 6
6 Balance Sheet (In millions) 12/31/2004 4/2/2005 7/3/ /1/ /31/2005 4/1/2006 7/1/2006 9/30/ /31/2006 Assets ` Current Assets: Cash and cash equivalents Short-term investments Accounts receivable, net ,392.7 Inventories ,164.5 Other current assets Total Current Assets 1, , , , , , , , ,659.5 Property, Plant and Equipment, Net ,256.7 Acquisition-related Intangible Assets ,511.6 Other Assets Goodwill 1, , , , , , , , , , , , , , , , , ,262.2 Liabilities and Shareholders' Equity Current Liabilities: Short-term obligations and current maturities of long-term obligations Other current liabilities ,669.0 Total Current Liabilities ,152.3 Other Long-term Liabilities ,017.4 Long-term Obligations ,180.7 Total Shareholders' Equity 2, , , , , , , , , , , , , , , , , ,262.2 Pro Forma Accounts Receivable (Days) Pro Forma Inventory (Days) Note: Pro Forma Accounts Receivable Days and Inventory Days combine the results of the company with the pre-merger results of Fisher Scientific International Inc.. Page 6 of 6
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