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Thermo Electron Reports Continued Strong Growth in Third Quarter 2006 and Raises Guidance for the Year

          Sales of New Products Drive Increases Across the Company

    WALTHAM, Mass., Oct. 25 /PRNewswire-FirstCall/ -- Thermo Electron
Corporation (NYSE: TMO) today reported revenue growth of 7% to $725 million
in the third quarter of 2006, compared with $679 million in the 2005
quarter. Divestitures (net of acquisitions) lowered revenues by 1%, and
currency translation increased revenues by 2%. GAAP diluted earnings per
share (EPS) were $.30 in the 2006 quarter, compared with $.35 in the
year-ago period. GAAP earnings in the 2006 quarter reflect a $.03 impact
from stock option expense for rules that became effective this year, and
2005 earnings included a $.10 net gain from the disposal of discontinued
businesses. GAAP operating income in the third quarter of 2006 rose 21%,
and GAAP operating margin for the period was 10.4%, versus 9.1% a year ago.
    Adjusted EPS grew 16% to $.44 in the third quarter of 2006 (including
$.03 of stock option expense), compared with $.38 in 2005 on a pro forma
basis as if stock option expense had been recorded in that quarter.
Adjusted operating income increased 15% in the 2006 quarter, and adjusted
operating margin rose 110 basis points to 15.0%, from 13.9% in 2005 on a
pro forma basis including stock option expense.
    Adjusted EPS, adjusted operating income and adjusted operating margin
are non-GAAP measures that exclude certain items detailed later in this
press release under the heading "Use of Non-GAAP Financial Measures."
    Third Quarter Highlights
    * Revenues increased 7%
    * Adjusted EPS rose 16%
    * Adjusted operating income grew 15%
    * Adjusted operating margin expanded 110 basis points
    * New products drove strong performance in both business segments
    * Proposed merger with Fisher Scientific International Inc. (NYSE: FSH)
      received U.S. antitrust clearance after quarter-end; European clearance
      pending for anticipated November 9 close
    "We had another strong quarter, as we continue to deliver considerable
growth in revenues, operating income and adjusted EPS," said Marijn E.
Dekkers, president and chief executive officer of Thermo Electron. "We're
also pleased to once again report great operating margin expansion,
resulting in large part from our consistent introduction of new products
throughout the business. In addition, our cash flow from operations for the
quarter was well above last year's level, further strengthening our ability
to reinvest in the company for future growth.
    "New products sparked growth across our business segments. In Life and
Laboratory Sciences, demand for our leading mass spectrometry technologies
for proteomics and small molecule research remained very strong and we
continue to enhance our portfolio, having launched our latest-generation
LTQ FT Ultra system in the quarter. We also saw increased sales of our iCAP
elemental analysis systems used in both research and industrial
applications, as well as our reagents and automation systems for clinical
laboratories. Growth in Measurement and Control continued to be led by
strong demand for our online systems that optimize production of commodity
materials.
    "Last week, we heard the terrific news that our pending merger with
Fisher Scientific was cleared by the U.S. Federal Trade Commission, with
the agreement that we sell Fisher's $17 million Genevac business. Our last
step in completing the merger is to obtain clearance from the European
Commission (EC), which we expect to receive based on our offer to sell the
same business. The new deadline for the EC to respond to that offer is now
November 9, which is our anticipated closing date. There couldn't be a
better time for us to complete this historic merger, as both companies
prepare to join forces from a position of strength.
    "Based on our excellent performance, we are increasing our full-year
2006 adjusted EPS guidance to a range of $1.74 to $1.77, from our previous
estimate of $1.68 to $1.73 (including $.10 per share of stock option
expense). This would result in an 18 to 20% increase over our pro forma
2005 results, as if stock option expense had been recorded that year. We
also now expect to report increased revenues of $2.88 to $2.90 billion in
2006, versus the $2.81 to $2.86 billion we originally estimated, for 9 to
10% growth over 2005.
    "Moreover, assuming that we complete the merger with Fisher Scientific
on November 9, we expect accretion to our adjusted EPS of $0.01 to $0.03 in
the fourth quarter ($0.06 to $0.08 accretion for the full year due to the
favorable effect of our full-year weighted average shares on the
incremental earnings from Fisher). We plan to update our 2007 guidance for
the new combined company in mid-December."
    In the following segment information, results identified as "adjusted"
exclude stock option expense and other items described below under "Use of
Non-GAAP Financial Measures."
    Life and Laboratory Sciences
    Life and Laboratory Sciences segment revenues grew 5% in the third
quarter of 2006 to $543 million, compared with $516 million in 2005. GAAP
operating income for the segment increased 24% in the quarter, and GAAP
operating margin increased to 12.9%, from 10.9% in the year-ago period.
Adjusted operating income rose 13% in the 2006 quarter, and adjusted
operating margin increased to 18.3%, compared with 17.1% in 2005.
    Measurement and Control
    Revenues in the Measurement and Control segment grew 11% to $181
million in the third quarter of 2006, compared with $163 million in the
2005 quarter. GAAP operating income for the segment rose 37% in the 2006
period, and GAAP operating margin increased to 10.9%, compared with 8.9% a
year ago. Adjusted operating income grew 28% in the 2006 quarter, and
adjusted operating margin increased to 14.2%, from 12.3% in 2005.
    Use of Non-GAAP Financial Measures
    In addition to the financial measures prepared in accordance with
generally accepted accounting principles (GAAP), we use certain non-GAAP
financial measures, including adjusted EPS, adjusted operating income and
adjusted operating margin, which exclude restructuring and other
costs/income and amortization of acquisition-related intangible assets.
Adjusted EPS also excludes certain other gains and losses, tax
provisions/benefits related to the previous items, benefits from tax credit
carryforwards, the impact of significant tax audits or events and
discontinued operations. We exclude the above items because they are
outside of our normal operations and/or, in certain cases, are difficult to
forecast accurately for future periods. Stock option expense has been
excluded from adjusted segment results because management does not utilize
that component of cost in evaluating the performance of the segments. For
purposes of comparison, 2005 consolidated adjusted results reflect the pro
forma effect of stock option expense as if it had been required in that
period. We believe that the use of non-GAAP measures helps investors to
gain a better understanding of our core operating results and future
prospects, consistent with how management measures and forecasts the
company's performance, especially when comparing such results to previous
periods or forecasts.
    For example:
    We exclude costs and tax effects associated with restructuring
activities, such as reducing overhead and consolidating facilities in
connection with our Kendro acquisition. We believe that the costs related
to these restructuring activities are not indicative of our normal
operating costs.
    We exclude certain acquisition-related costs, including charges for the
sale of inventories revalued at the date of acquisition, accelerated
vesting of our equity-based arrangements resulting from the change in
control occurring at the date of the Fisher merger ($49.6 million of
pre-tax unamortized equity-based compensation existed at September 30,
2006) and pre-closing acquisition-related professional fees. We exclude
these costs because we do not believe they are indicative of our normal
operating costs.
    We exclude the expense and tax effects associated with the amortization
of acquisition-related intangible assets because a significant portion of
the purchase price for acquisitions may be allocated to intangible assets
that have lives of 5 to 10 years. Our adjusted EPS estimate for 2006
excludes approximately $.41 of expense for the amortization of
acquisition-related intangible assets for acquisitions completed through
the third quarter of 2006. Exclusion of the amortization expense allows
comparisons of operating results that are consistent over time for both our
newly acquired and long- held businesses and with both acquisitive and
non-acquisitive peer companies.
    We also exclude certain gains/losses and related tax effects, benefits
from tax credit carryforwards and the impact of significant tax audits or
events, which are either isolated or cannot be expected to occur again with
any regularity or predictability and that we believe are not indicative of
our normal operating gains and losses. We exclude gains/losses from the
sale of our equity interests in Newport Corporation and Thoratec
Corporation, as well as other items such as the sale of a business or real
estate, the early retirement of debt and discontinued operations. (We sold
our remaining shares of Newport and Thoratec during the second quarter of
2005.)
    Thermo's management uses these non-GAAP measures, in addition to GAAP
financial measures, as the basis for measuring the company's core operating
performance and comparing such performance to that of prior periods and to
the performance of our competitors. Such measures are also used by
management in their financial and operating decision-making and for
compensation purposes.
    The non-GAAP financial measures of Thermo's results of operations
included in this press release are not meant to be considered superior to
or a substitute for Thermo's results of operations prepared in accordance
with GAAP. Reconciliations of such non-GAAP financial measures to the most
directly comparable GAAP financial measures are set forth in the
accompanying tables. Thermo's earnings guidance, however, is only provided
on an adjusted basis. It is not feasible to provide GAAP EPS guidance
because the items excluded, other than the amortization expense, are
difficult to predict and estimate and are primarily dependent on future
events, such as the impact of accounting principles not yet adopted and
decisions concerning the location and timing of facility consolidations.
    Conference Call
    Thermo Electron will hold its earnings conference call today, October
25, at 9:00 a.m. Eastern time. To listen, dial 888-872-9028 within the U.S.
or 973-633-6740 outside the U.S., and use passcode 6449368. You may also
listen to the call live on the Web by visiting http://www.thermo.com. Click
on "About Thermo," then "Investors." An audio archive of the call will be
available in that section of our Website until Friday, November 24, 2006.
You will also find this press release, including the accompanying
reconciliation of non-GAAP financial measures, under the heading "Press
Releases," and related information under the heading "Financial Reports,"
in the Investors section of our Website.
    About Thermo Electron
    Thermo Electron Corporation is the world leader in analytical
instruments. Our instrument solutions enable our customers to make the
world healthier, cleaner and safer. Thermo's Life and Laboratory Sciences
segment provides analytical instruments, scientific equipment, services and
software solutions for life science, drug discovery, clinical,
environmental and industrial laboratories. Thermo's Measurement and Control
segment is dedicated to providing analytical instruments used in a variety
of manufacturing processes and in-the-field applications, including those
associated with safety and homeland security. For more information, visit
http://www.thermo.com.
    The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995: This press release contains
forward-looking statements that involve a number of risks and
uncertainties. Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are set
forth under the heading "Risk Factors" in the company's most recent Form
10-Q. These include risks and uncertainties relating to: the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving internal growth; use and
protection of intellectual property; dependence on customers' capital
spending policies and government funding policies; realization of potential
future savings from new productivity initiatives; dependence on customers
that operate in cyclical industries; general worldwide economic conditions
and related uncertainties; the effect of changes in governmental
regulations; exposure to product liability claims in excess of insurance
coverage; implementation of our branding strategy; identification,
completion and integration of new acquisitions and potential impairment of
goodwill from previous acquisitions; retention of contingent liabilities
from businesses we sold; and the effect of exchange rate fluctuations on
international operations. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise.
    Media Contact Information:         Investor Contact Information:
    Lori Gorski                        Kenneth J. Apicerno
    Phone:    781-622-1242             Phone:    781-622-1111
    E-mail:   lori.gorski@thermo.com   E-mail:   ken.apicerno@thermo.com
    Website:  http://www.thermo.com


               Consolidated Statement of Income (unaudited) (a)

                                                Three Months Ended
    (In thousands except per share   September 30, % of    October 1,  % of
     amounts)                            2006     Revenue     2005    Revenue

    Revenues                           $724,962            $679,411
    Costs and Operating Expenses:
       Cost of revenues                 388,077    53.5%    373,712    55.0%
       Selling, general and
        administrative expenses         191,533    26.4%    168,754    24.8%
       Amortization of
        acquisition-related
        intangible assets                26,405     3.6%     25,569     3.8%
       Research and development
        expenses                         38,658     5.3%     38,784     5.7%
       Restructuring and other costs,
        net (d)                           5,178     0.7%     10,482     1.5%
                                        649,851    89.6%    617,301    90.9%

    Operating Income                     75,111    10.4%     62,110     9.1%
    Interest Income                       2,825               2,198
    Interest Expense                     (9,278)             (8,307)
    Other Income, Net                       710               3,358

    Income from Continuing Operations
     Before Income Taxes                 69,368              59,359
    Provision for Income Taxes          (20,535)            (18,762)

    Income from Continuing Operations    48,833              40,597
    Gain on Disposal of Discontinued
     Operations (net of income tax
     provision of $11,456 in 2005)            -              17,137

    Net Income                          $48,833     6.7%    $57,734     8.5%

    Earnings per Share from Continuing
     Operations:

        Basic                              $.31                $.25
        Diluted                            $.30                $.25

    Earnings per Share:

        Basic                              $.31                $.36
        Diluted                            $.30                $.35

    Weighted Average Shares:

        Basic                           157,705             161,794
        Diluted                         162,161             165,635



    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income (a)         $75,111    10.4%    $62,110     9.1%
      Cost of Revenues Charges (c)        1,984     0.3%      1,756     0.3%
      Restructuring and Other Costs,
       Net (d)                            5,178     0.7%     10,482     1.5%
      Pro Forma Stock Option Compensation
       Expense                                -     0.0%     (5,217)   -0.8%
      Amortization of
       Acquisition-related
       Intangible Assets                 26,405     3.6%     25,569     3.8%

      Adjusted Operating Income (b)    $108,678    15.0%    $94,700    13.9%

    Reconciliation of Adjusted Net Income

      GAAP Net Income (a)               $48,833     6.7%    $57,734     8.5%
      Cost of Revenues Charges (c)        1,984     0.3%      1,756     0.3%
      Restructuring and Other Costs,
       Net (d)                            5,178     0.7%     10,482     1.5%
      Pro Forma Stock Option
       Compensation Expense                   -     0.0%     (5,217)   -0.8%
      Amortization of
       Acquisition-related
       Intangible Assets                 26,405     3.6%     25,569     3.8%
      Provision for Income Taxes (e)    (10,959)   -1.4%    (11,248)   -1.7%
      Discontinued Operations, Net of Tax     -     0.0%    (17,137)   -2.5%

      Adjusted Net Income (b)           $71,441     9.9%    $61,939     9.1%

    Reconciliation of Adjusted Earnings per Share

      GAAP EPS (a)                        $0.30               $0.35
      Cost of Revenues Charges,
       Net of Tax (c)                      0.01                0.01
      Restructuring and Other Costs,
       Net of Tax (d)                      0.02                0.04
      Pro Forma Stock Option Compensation
       Expense, Net of Tax                    -               (0.02)
      Amortization of Acquisition-related
       Intangible Assets, Net of Tax       0.10                0.10
      Provision for Income Taxes (e)       0.01                   -
      Discontinued Operations,
       Net of Tax                             -               (0.10)

      Adjusted EPS (b)                    $0.44               $0.38


    (a) "GAAP" (reported) results were determined in accordance with U.S.
        generally accepted accounting principles (GAAP).
    (b) Adjusted results are non-GAAP measures and exclude certain charges to
        cost of revenues (see note (c) for details); amortization of
        acquisition-related intangible assets; restructuring and other costs,
        net (see note (d) for details); certain other income/expense; the tax
        consequences of the preceding items (see note (e) for details); and in
        2005, results of discontinued operations. In 2005, adjusted results
        include pro forma stock option compensation expense. In 2006, stock
        option expense of $6,739 is included in both reported and adjusted
        results as follows: cost of revenues $795; selling, general and
        administrative expenses $5,543; and research and development expenses
        $401.
    (c) Reported results in 2006 include $1,305 of accelerated depreciation on
        manufacturing assets being abandoned due to facility consolidations
        and $679 of charges for the sale of inventories revalued at the date
        of acquisition. Reported results in 2005 include $1,374 of charges for
        the sale of inventories revalued at the date of acquisition and $382
        of accelerated depreciation on manufacturing asset abandoned due to
        facility consolidations.
    (d) Reported results in 2006 and 2005 include restructuring and other
        costs, net, consisting principally of severance, abandoned facility
        and other expenses of real estate consolidation, net of net gains
        on the sale of product lines and abandoned facilities.
    (e) Reported provision for income taxes includes $11,930 and $13,074 of
        incremental tax benefit in 2006 and 2005, respectively, for the items
        in (b) through (d) and in 2006, $971 of incremental tax provision for
        the estimated effect of tax audits of prior years in a non-U.S.
        country. Adjusted provision for income taxes in 2005 includes $1,826
        of tax benefits for the pro forma stock option compensation expense.


    Segment Data (f)(g)(h)                       Three Months Ended
                                      September 30,  % of   October 1,  % of
     (In thousands except                 2006      Revenue   2005     Revenue
      percentage amounts)

    Life and Laboratory Sciences
      Revenues                          $543,470            $516,047

    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income               69,908     12.9%    56,200    10.9%
      Cost of Revenues Charges (i)         1,458      0.2%     1,142     0.2%
      Restructuring and Other Costs,
       Net (j)                               969      0.2%     6,823     1.3%
      Stock Option Compensation Expense    2,863      0.5%         -     0.0%
      Amortization of
       Acquisition-related
       Intangible Assets                  24,491      4.5%    24,098     4.7%

      Adjusted Operating Income          $99,689     18.3%   $88,263    17.1%


    Measurement and Control
      Revenues                          $181,492            $163,364

    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income               19,872    10.9%     14,555     8.9%
      Cost of Revenues Charges (i)           526     0.3%        614     0.4%
      Restructuring and Other Costs,
       Net (j)                             2,612     1.4%      3,445     2.1%
      Stock Option Compensation Expense      836     0.5%          -     0.0%
      Amortization of
       Acquisition-related
       Intangible Assets                   1,918     1.1%      1,470     0.9%

      Adjusted Operating Income          $25,764    14.2%    $20,084    12.3%


    (f) GAAP operating income and GAAP operating margin were determined in
        accordance with U.S. generally accepted accounting principles.
    (g) Adjusted operating income and adjusted operating margin are non-GAAP
        measures and exclude the items in notes (c) through (d); amortization
        of acquisition-related intangible assets; and for the segments, stock
        option compensation expense.
    (h) Depreciation expense in 2006 was $9,450 at Life and Laboratory
        Sciences, $2,300 at Measurement and Control and $13,420 Consolidated.
        Depreciation expense in 2005 was $8,190 at Life and Laboratory
        Sciences, $2,803 at Measurement and Control and $12,340 Consolidated.
    (i) Includes items described in note (c).
    (j) Includes items described in note (d).



               Consolidated Statement of Income (unaudited) (a)
                                                Nine Months Ended
                                     September 30,  % of    October 1,  % of
                                         2006      Revenue     2005    Revenue
   (In thousands except per share
    amounts)

    Revenues                          $2,122,717            $1,892,240
    Costs and Operating Expenses:
       Cost of revenues                1,148,716    54.1%    1,039,852  55.0%
       Selling, general and
        administrative expenses          549,684    25.9%      498,325  26.3%
       Amortization of
        acquisition-related
        intangible assets                 77,621     3.7%       52,092   2.7%
       Research and development
        expenses                         118,015     5.6%      114,544   6.1%
       Restructuring and other costs,
        net (d)                           13,552     0.6%       12,427   0.7%
                                       1,907,588    89.9%    1,717,240  90.8%

    Operating Income                     215,129    10.1%      175,000   9.2%
    Interest Income                        9,750                 8,125
    Interest Expense                    (25,007)               (18,749)
    Other Income, Net (e)                  2,352                36,681

    Income from Continuing Operations
     Before Income Taxes                 202,224               201,057
    Provision for Income Taxes           (60,829)              (58,117)

    Income from Continuing Operations    141,395               142,940
    Gain on Disposal of Discontinued
     Operations (net of income tax
     provision of $1,303 in 2006
     and $15,728 in 2005)                  2,224                23,873

    Net Income                          $143,619     6.8%     $166,813   8.8%

    Earnings per Share from Continuing
     Operations:

        Basic                               $.88                  $.89
        Diluted                             $.86                  $.87

    Earnings per Share:

        Basic                               $.89                 $1.03
        Diluted                             $.88                 $1.02

    Weighted Average Shares:

        Basic                            160,680               161,335
        Diluted                          164,889               165,008



    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income (a)         $215,129    10.1%     $175,000   9.2%
      Cost of Revenues Charges (c)         3,250     0.2%       13,221   0.7%
      Restructuring and Other Costs,
       Net (d)                            13,552     0.6%       12,427   0.7%
      Pro Forma Stock Option
       Compensation Expense                    -     0.0%      (15,690) -0.8%
      Amortization of Acquisition-
       related Intangible Assets          77,621     3.7%       52,092   2.7%

      Adjusted Operating Income (b)     $309,552    14.6%     $237,050  12.5%

    Reconciliation of Adjusted Net Income

      GAAP Net Income (a)               $143,619     6.8%     $166,813   8.8%
      Cost of Revenues Charges (c)         3,250     0.2%       13,221   0.7%
      Restructuring and Other Costs,
       Net (d)                            13,552     0.6%       12,427   0.7%
      Pro Forma Stock Option
       Compensation Expense                    -     0.0%      (15,690) -0.8%
      Amortization of Acquisition-
       related Intangible Assets          77,621     3.7%       52,092   2.7%
      Other Income, Net (e)                    -     0.0%      (27,594) -1.4%
      Provision for Income Taxes (f)     (29,798)   -1.5%      (12,999) -0.7%
      Discontinued Operations, Net of
       Tax                                (2,224)   -0.1%      (23,873) -1.3%

      Adjusted Net Income (b)           $206,020     9.7%     $164,397   8.7%

    Reconciliation of Adjusted Earnings per Share

      GAAP EPS (a)                         $0.88                 $1.02
      Cost of Revenues Charges,
       Net of Tax (c)                       0.01                  0.05
      Restructuring and Other Costs,
       Net of Tax (d)                       0.07                  0.05
      Pro Forma Stock Option
       Compensation Expense,
       Net of Tax                              -                 (0.06)
      Amortization of
       Acquisition-related
       Intangible Assets,
       Net of Tax                           0.30                  0.20
      Other Income, Net of Tax (e)             -                 (0.11)
      Provision for Income Taxes (f)        0.01                     -
      Discontinued Operations,
       Net of Tax                          (0.01)                (0.14)

      Adjusted EPS (b)                     $1.26                 $1.01


    (a) "GAAP" (reported) results were determined in accordance with U.S.
        generally accepted accounting principles (GAAP).
    (b) Adjusted results are non-GAAP measures and exclude certain charges to
        cost of revenues (see note (c) for details); amortization of
        acquisition-related intangible assets; restructuring and other
        costs, net (see note (d) for details); certain other income/expense
        (see note (e) for details); the tax consequences of the preceding
        items (see note (f) for details); and results of discontinued
        operations. In 2005, adjusted results include pro forma stock option
        compensation expense.  In 2006, stock option expense of $18,491 is
        included in both reported and adjusted results as follows:
        cost of revenues $2,123; selling, general and administrative expenses
        $15,296; and research and development expenses $1,072.
    (c) Reported results in 2006 include $2,571 of accelerated depreciation on
        manufacturing assets being abandoned due to facility consolidations
        and $679 of charges for the sale of inventories revalued at the date
        of acquisition. Reported results in 2005 include $13,221 of charges
        primarily for the sale of inventories revalued at the date of
        acquisition.
    (d) Reported results in 2006 and 2005 include restructuring and other
        costs, net, consisting principally of severance, abandoned facility
        and other expenses of real estate consolidation, net of net gains on
        the sale of product lines and abandoned facilities.
    (e) Reported results in 2005 include $27,594 of net gains from the sale of
        shares of Newport Corporation and Thoratec Corporation.
    (f) Reported provision for income taxes includes $31,039 and $18,490 of
        incremental tax benefit in 2006 and 2005, respectively, for the items
        in (b) through (e) and in 2006, $1,241 of incremental tax provision
        for the estimated effect of tax audits of prior years in a non-U.S.
        country. Adjusted provision for income taxes in 2005 includes $5,491
        of tax benefits for the pro forma stock option compensation expense.


    Segment Data (g)(h)(i)                     Nine Months Ended
                                      September 30,  % of   October 1,  % of
     (In thousands except                 2006      Revenue   2005     Revenue
      percentage amounts)

    Life and Laboratory Sciences
      Revenues                         $1,595,111           $1,396,814


    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income               189,221    11.9%     157,105  11.2%
      Cost of Revenues Charges (j)          2,724     0.2%      12,374   0.9%
      Restructuring and Other Costs,
       Net (k)                              6,586     0.4%       4,929   0.4%
      Stock Option Compensation Expense     7,923     0.5%           -   0.0%
      Amortization of
       Acquisition-related
       Intangible Assets                   72,783     4.5%      48,485   3.5%

      Adjusted Operating Income          $279,237    17.5%    $222,893  16.0%


    Measurement and Control
      Revenues                           $527,606             $495,426

    Reconciliation of Adjusted Operating Income and Adjusted Operating Margin

      GAAP Operating Income                62,106    11.8%      45,008   9.1%
      Cost of Revenues Charges (j)            526     0.1%         847   0.2%
      Restructuring and Other Costs,
       Net (k)                              5,246     1.0%       6,647   1.3%
      Stock Option Compensation Expense     2,183     0.4%           -   0.0%
      Amortization of
       Acquisition-related
       Intangible Assets                    4,838     0.9%       3,604   0.7%

      Adjusted Operating Income           $74,899    14.2%     $56,106  11.3%


    (g) GAAP operating income and GAAP operating margin were determined in
        accordance with U.S. generally accepted accounting principles.
    (h) Adjusted operating income and adjusted operating margin are non-GAAP
        measures and exclude the items in notes (c) through (d); amortization
        of acquisition-related intangible assets; and for the segments, stock
        option compensation expense.
    (i) Depreciation expense in 2006 was $27,039 at Life and Laboratory
        Sciences, $6,647 at Measurement and Control and $38,641 Consolidated.
        Depreciation expense in 2005 was $22,733 at Life and Laboratory
        Sciences, $7,264 at Measurement and Control and $33,252 Consolidated.
    (j) Includes items described in note (c).
    (k) Includes items described in note (d).



    Condensed Consolidated Balance Sheet (unaudited)


    (In thousands)                         Sept. 30, 2006    Dec. 31, 2005

    Assets
    Current Assets:
      Cash and cash equivalents               $157,964          $214,326
      Short-term available-for-sale
       investments                              14,679            80,661
      Accounts receivable, net                 539,839           560,172
      Inventories                              407,472           359,392
      Other current assets                     158,622           139,349

                                             1,278,576         1,353,900

    Property, Plant and Equipment, Net         280,516           280,654

    Acquisition-related Intangible Assets      405,470           450,740

    Other Assets                               219,691           200,080

    Goodwill                                 2,013,985         1,966,195

                                            $4,198,238        $4,251,569


    Liabilities and Shareholders' Equity
    Current Liabilities:
      Short-term obligations and current
       maturities of long-term
       obligations                             $68,658          $130,137
      Other current liabilities                654,165           661,525

                                               722,823           791,662

    Long-term Deferred Income Taxes and
     Other Long-term Liabilities               190,487           197,965

    Long-term Obligations:
      Senior notes                             382,175           380,542
      Subordinated convertible
       obligations                              77,234            77,234
      Other                                     10,477            10,854

                                               469,886           468,630

    Total Shareholders' Equity               2,815,042         2,793,312

                                            $4,198,238        $4,251,569


SOURCE Thermo Electron Corporation




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