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«2013 Annual Report breakthrough technologies and services focused on Dear Fellow Shareholders, addressing specific customer and market needs. Several ...»

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Environmental Health 2013 Compared to 2012. Revenue for fiscal year 2013 was $956.5 million, as compared to $940.6 million for fiscal year 2012, an increase of $15.9 million, or 2%, which includes an approximate 1% decrease in revenue attributable to changes in foreign exchange rates and an approximate 0.4% increase in revenue attributable to acquisitions. The analysis in the remainder of this paragraph compares selected revenue by product type for fiscal year 2013, as compared to fiscal year 2012, and includes the effect of foreign exchange fluctuations and acquisitions. The increase in revenue in our Environmental Health segment was a result of an increase in revenue of $23.2 million from the laboratory services market, partially offset by decreases in revenue of $7.3 million from the environmental and industrial markets. As a result of adjustments to deferred revenue related to certain acquisitions required by business combination rules, we did not recognize $0.01 million of revenue for fiscal year 2013 that otherwise would have been recorded by the acquired businesses during each of the respective periods. This increase in our Environmental Health segment revenue during fiscal year 2013 was due primarily to growth in our laboratory services business by the addition of new customers to our OneSource multivendor service offering, partially offset by decreased demand across some of our products in the environmental and industrial markets.

Operating income from continuing operations for fiscal year 2013 was $97.1 million, as compared to $111.8 million for fiscal year 2012, a decrease of $14.8 million, or 13%. Amortization of intangible assets decreased and was $10.1 million for fiscal year 2013 as compared to $10.4 million for fiscal year 2012. Restructuring and contract termination charges increased and were $11.8 million for fiscal year 2013 as compared to $7.6 million for fiscal year 2012. Impairment of assets decreased and was a charge of zero for fiscal year 2013 as compared to a charge of $0.7 million for fiscal year 2012 as a result of a review of certain of our trade names within our portfolio as part of a realignment of our marketing strategy. Acquisition related costs for contingent consideration and other costs was an expense of $0.2 million for both fiscal year 2013 and fiscal year 2012. In addition to the factors noted above, pricing pressure, unfavorable changes in product mix, with an increase in sales of lower gross margin product offerings, and increased costs related to growth investments decreased operating income for fiscal year 2013, which was partially offset by increased sales volume and cost containment and productivity initiatives.

2012 Compared to 2011. Revenue for both fiscal years 2012 and 2011 was $940.6 million. Revenue for fiscal year 2012 includes an approximate 2% decrease in revenue attributable to changes in foreign exchange rates and no impact to revenue attributable to acquisitions. The analysis in the remainder of this paragraph compares selected revenue by product type for fiscal year 2012, as compared to fiscal year 2011, and includes the effect of foreign exchange fluctuations and acquisitions. Our Environmental Health segment revenue for fiscal year 2012 as compared to fiscal year 2011 included an increase in revenue of $10.3 million from the laboratory services market, which was almost completely offset by decreases in revenue of $10.3 million from the environmental and industrial markets, due primarily to decreased demand for our applications in the industrial markets, partially offset by continued strength in our inorganic analysis solutions.

Operating income from continuing operations for fiscal year 2012 was $111.8 million, as compared to $108.9 million for fiscal year 2011, an increase of $2.9 million, or 3%. Amortization of intangible assets decreased and was $10.4 million for fiscal year 2012 as compared to $15.1 million for fiscal year 2011.

Restructuring and contract termination charges increased and were $7.6 million for fiscal year 2012 as compared to $7.1 million for fiscal year 2011. Impairment of assets was a charge of $0.7 million for fiscal year 2012 as a result of a review of certain of our trade names within our portfolio as part of a realignment of our marketing strategy and no impairment occurred in our Environmental Health segment during fiscal year 2011. Acquisition related costs for contingent consideration and other costs was an expense of $0.2 million for fiscal year 2012, as compared to an expense of $0.3 million for fiscal year 2011. In addition to the factors noted above, increased sales volume, changes in product mix with growth in sales of higher gross margin product offerings and cost containment initiatives increased operating income for fiscal year 2012, which was offset by increased costs related to growth and productivity investments, particularly in emerging territories.

Liquidity and Capital Resources We require cash to pay our operating expenses, make capital expenditures, make strategic 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. We anticipate that our internal operations will generate sufficient cash to fund our operating expenses, capital expenditures, smaller acquisitions, interest payments on our debt and dividends on our common stock. However, we expect to use external sources to satisfy the balance of our debt when due, any larger acquisitions and other long-term liabilities, such as contributions to our postretirement benefit plans.





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

• changes in 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 could limit the amount we can borrow under our 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.

Cash Flows Fiscal Year 2013 Operating Activities. Net cash provided by continuing operations was $158.1 million for fiscal year 2013, as compared to net cash provided by continuing operations of $153.6 million for fiscal year 2012, an increase of $4.5 million. The cash provided by operating activities for fiscal year 2013 was principally a result of income from continuing operations of $167.9 million, and non-cash charges, including depreciation and amortization of $128.5 million, restructuring and contract termination charges, net, of $33.9 million, stock based compensation expense of $14.1 million and impairment of assets charge of $6.7 million. These amounts were partially offset by a net decrease of $144.8 million in accrued expenses, other assets and liabilities and other items, a net increase in working capital of $30.1 million and income related to our postretirement benefit plans, including the mark-tomarket adjustment in the fourth quarter of fiscal year 2013, of $18.2 million. Contributing to the net increase in working capital for fiscal year 2013, excluding the effect of foreign exchange rate fluctuations, was an increase in accounts receivable of $14.4 million, an increase in inventory of $13.9 million, and a decrease in accounts payable of $1.8 million. The increase in accounts receivable was a result of higher sales volume late in the fourth quarter of fiscal year 2013. The increase in inventory was primarily a result of realigning operations, research and development resources, and production resources within our Environmental Health and Human Health segments to ensure responsiveness to customer requirements as this realignment occurs. The decrease in accounts payable was primarily a result of the timing of disbursements during the fourth quarter of fiscal year 2013.

Changes in accrued expenses, other assets and liabilities and other items, net, decreased cash provided by operating activities by $144.8 million for fiscal year 2013, and primarily related to the timing of payments for taxes, defined benefit pension plans, royalties, restructuring, and salary and benefits. During fiscal year 2013, we paid $40.3 million for prepaid royalties and we made contributions of $37.0 million to our defined benefit pension plan in the United States. We also contributed $20.2 million, in the aggregate, to plans outside of the United States during fiscal year 2013, which includes an additional contribution of $10.0 million to our defined benefit pension plan in the United Kingdom.

Investing Activities. Net cash used in the investing activities of our continuing operations was $1.7 million for fiscal year 2013, as compared to net cash used in the investing activities of our continuing operations of $82.8 million for fiscal year 2012, a decrease of $81.1 million. Proceeds from dispositions of property, plant and equipment was $52.2 million for fiscal year 2013, primarily due to the sale of a building located in Boston, Massachusetts for net proceeds of $47.6 million. Capital expenditures for fiscal year 2013 were $39.0 million, primarily for manufacturing equipment and other capital equipment purchases, which included $5.9 million of capital improvements to leased buildings, which have been funded by the lessor, as described below in our financing lease obligations. For fiscal year 2013, we used $15.7 million of net cash for acquisitions and investments, as compared to $40.9 million used in fiscal year 2012.

Financing Activities. Net cash used in the financing activities of our continuing operations was $154.2 million for fiscal year 2013, as compared to net cash used in the financing activities of our continuing operations of $44.2 million for fiscal year 2012, an increase of $110.0 million. For fiscal year 2013, we repurchased

3.6 million shares of our common stock, including 127,544 shares of our common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards, for a total cost of $127.4 million, including commissions. This compares to repurchases of 82,186 shares of our common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards, for a total cost of $2.1 million, including commissions, for fiscal year 2012. This use of cash in fiscal year 2013 was partially offset by proceeds from common stock option exercises of $20.3 million. This compares to the proceeds from common stock option exercises of $34.2 million, including $1.8 million for the related excess tax benefit, for fiscal year 2012. During fiscal year 2013, borrowings from our senior unsecured revolving credit facility totaled $677.0 million, which was offset by debt reductions of $538.0 million and the prepayment of our 2015 Notes of $150.0 million. This compares to borrowings from our senior unsecured revolving credit facility of $395.0 million, which was offset by debt reductions of $435.9 million in fiscal year 2012. We paid $31.6 million and $31.9 million in dividends during fiscal years 2013 and 2012, respectively. In fiscal year 2013, we paid a prepayment premium of $11.1 million for the redemption of our 2015 Notes and also received $1.4 million for settlement of forward foreign exchange contracts. This compares to $4.1 million received for the settlement of forward foreign exchange contracts during fiscal year 2012. In fiscal year 2012, we paid $0.4 million for debt issuance costs and $12.5 million in contingent consideration recorded at the acquisition date fair value. We also recorded $5.9 million and $5.5 million of financing for fiscal year 2013 and fiscal year 2012, respectively, related to capital improvements to leased buildings, which have been funded by the lessor, as described below in our financing lease obligations.



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