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, detection and analysis and photonics markets. We design, manufacture, market and service components, systems and products in 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 all of the businesses in our Life and Analytical Sciences segment and the medical imaging business, as well as elements of the medical sensors and lighting businesses in our Optoelectronics segment. The photonics markets include the remaining businesses in our Optoelectronics segment.

Recent Developments

Acquisitions:

Acquisition of VaConics Lighting, Inc. In May 2008, we acquired specified assets and assumed specified liabilities of VaConics Lighting, Inc. ("VaConics"), a leading provider of custom and standard ceramic Xenon arc lamps. This acquisition is expected to expand our Xenon lighting technology by increasing our 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, we paid VaConics approximately $0.1 million for net working capital adjustments. The excess of the purchase price over the fair value of the acquired net assets has been allocated to goodwill, all 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 was approximately $4.3 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 of 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 been allocated to goodwill. None of the goodwill related to the LabMetrix acquisition is tax deductible and all of 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 Sciences segment from the acquisition date.

Acquisition of Newborn Metabolic Screening Business from Pediatrix Medical Group, Inc. In February 2008, 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, Inc. ("PKI Genetics"). PKI Genetics provides neonatal screening and consultative services to hospitals, medical groups and various states. This acquisition is expected to expand our capabilities to supply 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. The excess of the purchase price over the fair value of the acquired net assets has been allocated to goodwill, which may be tax deductible if elected by us. The operations for this acquisition are reported within the results of our Life and Analytical Sciences segment from the acquisition date.

Acquisition of ViaCell, Inc. In November 2007, we completed a tender offer 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. 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 operations for this acquisition are reported within the results of our Life and Analytical Sciences 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" ("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, our 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. We determined that both businesses do not strategically fit with the other products offered by our Life and Analytical Sciences 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 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.

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, as filed with the Securities and Exchange Commission (the "SEC") (the "2007 Form 10-K").

Consolidated Results of Continuing Operations

Sales

Sales for the three months ended September 28, 2008 were $505.1 million, versus $435.7 million for the three months ended September 30, 2007, an increase of $69.4 million, or 16%, which includes an approximate 2% 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 three months ended September 28, 2008 as compared to the three months ended September 30, 2007 and includes the effect of foreign exchange rate fluctuations and acquisitions. The total increase in sales reflects a $54.1 million, or 17%, increase in our Life and Analytical Sciences segment sales, due to increases in sales to genetic screening customers of $24.4 million, 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 million. Our Optoelectronics segment sales grew $15.4 million, or 13%, primarily due to increases in sales of our specialty lighting products of $9.2 million and 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 million.

Cost of Sales

Cost of sales for the three months ended September 28, 2008 was $294.0 million, versus $257.2 million for the three months ended September 30, 2007, an increase of approximately $36.8 million, or 14%. As a percentage of sales, cost of sales decreased to 58.2% in the three months ended September 28, 2008 from 59.0%

in the three months ended September 30, 2007, resulting in an increase in gross margin of 83 basis points to 41.8% in the three months ended September 28, 2008, from 41.0% in the three months ended September 30, 2007. Amortization of intangible assets increased due to the acquisitions completed in fiscal years 2008 and 2007 and was $9.5 million for the three months ended September 28, 2008 as compared to $8.5 million for the three 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 $0.4 million for the three months ended September 30, 2007. Stock option expense was $0.4 million for each of the three 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 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.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 28, 2008 were $131.1 million as compared to $106.4 million for the three months ended September 30, 2007, an increase of approximately $24.7 million, or 23%. As a percentage of sales, selling, general and administrative expenses were 26.0% for the three months ended September 28, 2008, compared to 24.4% in the three months ended September 30, 2007. Amortization of intangible assets was $4.1 million for the three months ended September 28, 2008 as compared to $1.8 million for the three months ended September 30, 2007. Stock option expense was $2.1 million and $1.9 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, selling, general and administrative expenses were 26.8% for the nine months ended September 28, 2008, compared to 24.9% in the nine months ended September 30, 2007. Amortization 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. Increased sales and marketing expenses to support recent acquisitions, particularly the acquisition of ViaCell, also increased selling, general and administrative expenses.

Research and Development Expenses

Research and development expenses for the three months ended September 28, 2008 were $27.5 million versus $27.7 million for the three months ended September 30, 2007, a decrease of $0.2 million, or 1%. As a percentage of sales, research and development expenses decreased to 5.4% in the three months ended September 28, 2008, from 6.4% in the three months ended September 30, 2007. Amortization of intangible assets was $0.5 million for the three months ended September 28, 2008 as compared to $0.4 million for the three months ended September 30, 2007. Research and development expenses also included stock option expense of $0.03 million and $0.1 million for the three months ended September 28, 2008 and September 30, 2007, respectively. We directed research and development efforts similarly during fiscal years 2008 and 2007, primarily toward genetic screening, bio-discovery, and analytical sciences markets within our Life and Analytical Sciences segment, and medical imaging and photonics within our Optoelectronics 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 nine months ended September 28, 2008 is listed below. Details of these plans, particularly those listed under "Previous Restructuring and Integration Plans," are discussed more fully in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2007 Form 10-K.

The purpose of the restructuring plans approved in 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 and 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.

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 million pre-tax restructuring charge in our Life and Analytical Sciences segment related to a workforce reduction from reorganization activities and the closure of excess facilities. We also recognized a $0.3 million pre-tax restructuring charge in our Optoelectronics segment related to a workforce reduction from reorganization activities. 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 nine months ended September 28, 2008:

                                                                                Closure
                                       Headcount        Severance         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

We anticipate that the remaining payments of $5.4 million for workforce reductions will be completed by the end of the fourth quarter of fiscal year 2010, and the remaining payments of $1.3 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:

                                                                           Partial Closure
                                       Headcount        Severance        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:

                                                                          Partial Closure
                                      Headcount        Severance         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, . . .