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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission File Number 001-10109
BECKMAN INSTRUMENTS, INC.
2500 Harbor Boulevard, Fullerton, California 92634
(714) 871-4848 (Principal Executive Offices)
State of Incorporation: Delaware
I.R.S. Employer Identification No.: 95-104-0600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Common Stock, $.10 par value
Name of each exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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. Yes (X) No ( ).
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to the Form 10-K. ( )
Aggregate market value of voting stock held by non-affiliates of the
registrant as of January 24, 1994: $813,141,504.
Common Stock, $.10 par value, outstanding as of January 24, 1994:
29,040,768 shares.
Documents incorporated by reference in this report:
Documents incorporated Form 10-K part number
Annual Report to stockholders for
the fiscal year ended December 31, 1993 Part I and Part II
Proxy Statement for the 1994 Annual
Meeting of Stockholders to be held on
March 30, 1994 Part III
BECKMAN INSTRUMENTS, INC.
PART I
Item 1. Business
Beckman Instruments, Inc. ("Beckman" or "the Company") is one
of the world's leading manufacturers of instrument systems that make
laboratories more efficient by simplifying and automating
biologically based processes. The Company designs, manufactures,
markets and services a broad range of laboratory instrument systems,
reagents and related products, which customers typically use to
conduct basic scientific research, new product research and
development or diagnostic analysis of patient samples. In 1993
about 60 percent of total sales were for diagnostic applications,
principally in hospital laboratories, while about 40 percent of
sales were for life sciences applications in universities, medical
schools and research institutes, or new product research and
development in pharmaceutical and biotechnology companies. About
half of reported sales were to customers outside the United States.
Background
The Company was founded in 1934 by Dr. Arnold O. Beckman to
manufacture analytical instruments and became a publicly traded
corporation in 1952, subsequently being listed on the New York Stock
Exchange in 1955. In 1968 the Company expanded its laboratory
instrument focus to include health care applications in clinical
diagnostics. Beckman was acquired by SmithKline Corporation to form
SmithKline Beckman Corporation ("SmithKline Beckman") in 1982 and
the Company was operated as a wholly owned subsidiary of SmithKline
Beckman until November 4, 1988. At that time approximately 16% of
Beckman's common stock was sold in a public offering and the stock
was listed on the New York Stock Exchange. On July 26, 1989,
SmithKline Beckman distributed the remainder of its Beckman common
stock as a tax free dividend to the stockholders of SmithKline
Beckman. This was part of a transaction involving the merger of
SmithKline Beckman and Beecham Group p.l.c., a public limited
company organized under the laws of the United Kingdom ("Beecham").
Since that time Beckman has operated as a fully independent publicly
owned company.
Simplification and Automation of Laboratory Processes
The Company's primary expertise and activity is the integration
of chemical, biological, engineering and software sciences into
complete systems that simplify and automate biologically focused
laboratory processes and the distribution and support of those
systems around the world. These laboratory processes can generally
be grouped into four categories:
Synthesis and Sample Preparation/Handling - Synthesizing
compounds useful in subsequent analysis and scientific
investigation or placing material into a proper
container, with necessary pretreatment, dilution,
measurement, weighing and identification.
Separation - Isolating materials of interest from
extraneous material or separating mixtures into
individual constituents, often in preparation for
subsequent processes.
Detection, Measurement and Characterization - Determining
the identity, structure, or quantity of specific analytes
(compounds or molecules of interest) present in sample
specimens.
Data Processing - Acquiring, reporting, analyzing,
archiving or calculating the results of laboratory
analysis.
Beckman's experience, knowledge and ability in simplifying and
automating these processes for biological laboratories forms a
technological continuum that extends across the Company. From this
common technical base comes a range of products that are configured
to meet specific needs of academic research, pharmaceutical and
biotechnology companies, hospitals and reference laboratories (large
central laboratories to which hospitals and physicians refer
specialized tests). By serving several customer groups with
differing needs related through common science, the Company has the
opportunity to broadly apply its technology.
There is a corresponding scientific and technical continuum
reflected in customer laboratories. Virtually all new analytical
methods and tests originate in academic research in universities and
medical schools. If the utility of a new method or test is
demonstrated by fundamental research, it often will then be used by
pharmaceutical investigators, biotechnology companies, teaching
hospitals or specialized clinical laboratories in an investigatory
mode. In some cases these new techniques eventually emerge in
routine, high volume clinical testing at hospitals and reference
labs. Generally instruments used at each stage from research to
routine clinical applications employ the same fundamental processes
but may differ in operating features such as number of tests
performed per hour and degree of automation.
Markets
Beckman's products facilitate a wide range of laboratory
processes in facilities concerned with cells, sub-cellular
particles, biochemical compounds and analysis of patient samples.
In 1993 the worldwide market for the types of products the Company
provides was about $5.9 billion. Slightly over half of this market
was in clinical diagnostic applications, with the remaining portion
of the market in more general purpose life science applications.
Other similar or related product categories not currently offered
by the Company represent an additional market potential which is
estimated to be approximately $10 billion. The size and growth of
markets for the Company's products are influenced by technological
innovation in bioanalytical practice, government funding for basic
and disease related research (for example, heart disease, AIDS and
cancer), research and development spending by biotechnology and
pharmaceutical companies, health care spending and physician
practice.
Products
The Company offers a wide range of instrument systems and
related products, including consumables, accessories, and support
services, which can be grouped into categories by type of laboratory
process or application:
Synthesis and Sample Preparation/Handling
Separation Processes
Detection, Measurement and Characterization
Data Processing
Automated General Chemistry for Clinical Diagnostics
Special Chemistry Applications for Clinical Diagnostics
PRODUCT SALES AS A PERCENT OF TOTAL PRODUCT SALES
FOR CATEGORIES REPRESENTING
MORE THAN 10 PERCENT OF SALES
1993 1992 1991
____ ____ ____
Separation Processes 27 28 29
Automated General Chemistry
for Clinical Diagnostics 40 39 39
Special Chemistry Applications
for Clinical Diagnostics 20 21 20
Synthesis and Sample Preparation/Handling
DNA Synthesizers
DNA synthesizers automate the process of making synthetic
oligonucleotides from organic chemicals. The Beckman Oligo 1000
significantly reduces the time required for synthesis and informs
the user of synthesis progress by providing reaction and reagents
status throughout the process. The system's ease-of-use is enhanced
by convenient chemicals packaging that minimize reagent preparation
and replacement. Oligo 1000 systems sell in the $18,000 price
range.
Robotic Workstation
The Biomek(R) automated laboratory workstations perform complex
operations involving liquids, including dispensing measured samples,
adding reagents, diluting, mixing and transferring small volumes
between reaction vessels. The systems handle multiple samples in
parallel and may be equipped with a photometer for detection
purposes. Biomek systems range in price from $35,000 to over
$80,000.
Separation Processes
Centrifuges
Centrifuges separate liquid sample mixtures on the basis of
density (weight per unit volume) differences between the mixture's
components. Samples are put into tubes which are placed in rotors
and spun at speeds varying from a few thousand to 120,000
revolutions per minute ("rpm"). The resulting centrifugal forces
cause sample components to separate according to their density.
Centrifuges are used for the nondestructive separation of
protein and DNA fractions, cellular components and other materials
of interest in modern biology and biotechnology. In addition to
efficiency (low power consumption), reliability and an
environmentally friendly design (e.g., without freon) on many
models, Beckman centrifuges are distinguished from those of
competitors by the wide variety of rotor designs available to meet
the precise needs of customer applications, including the separation
of blood cells from serum, an important use in clinical diagnostic
laboratories.
Beckman manufactures a broad line of centrifuges with varying
speed characteristics ranging from "low speed" (few thousand rpm)
to "high speed" (10,000 to 35,000 rpm) to "ultracentrifuges" (35,000
to 120,000 rpm) and sample capacities ranging from microliters (one
millionth of a liter) to liters. Prices of these units vary from
about $2,000 for a small low speed centrifuge to over $50,000 for
an ultracentrifuge and over $100,000 for an analytical
ultracentrifuge.
High Performance Liquid Chromatographs ("HPLC")
HPLC systems rely upon the difference in the rates of passage
of the components in a chemical mixture through a tubular column
filled with chemically active material. HPLC systems are powerful
separation devices for biologically active compounds, since they are
generally non-destructive, sensitive and capable of resolving very
complex mixtures of similar compounds. The System Gold(R) HPLC
manufactured by Beckman, which is designed to be particularly useful
in life sciences laboratories, consists of several instrument
modules that are used in various combinations, consumables,
accessories and software tailored to specific applications, such as
drug metabolism assays. Beckman's HPLC systems typically sell for
$20,000 to $55,000.
Protein Sequencers
Beckman manufactures and sells protein sequencer systems and
related chemicals. Protein sequencing is used to determine the
primary structure, i.e., the amino acid sequence, of a protein.
Protein sequencer systems sell in the range of $90,000 to $130,000.
Electrophoresis
Electrophoresis systems separate mixtures of proteins, DNA, and
other molecules principally on the basis of differences in mass and
electrical charge. The P/ACE(TM) capillary electrophoresis product
line represents a powerful extension of electrophoresis technology
by combining the speed of traditional electrophoresis with the
discrimination powers of chromatography. The result is an automated
system for high speed, high sensitivity separation of proteins,
nucleic acids and other biological materials. P/ACE systems
typically sell for $40,000 to $60,000.
Detection and Measurement
Spectrophotometer Systems
Spectrophotometers detect and measure the presence of compounds
in liquid mixtures by sensing the absorption of specific wavelengths
of light as that light passes through the sample. Some Beckman
spectrophotometers have the capability of measuring changes in
absorption during biological reactions. These spectrophotometers,
in conjunction with Beckman software, automatically control the
time, temperature and wavelength of the measurement while computing
and recording the results of the experiment. Depending on the
specific model, accessories or software, Beckman spectrophotometers
sell in the $9,000 to $25,000 range.
Nuclear Counters
Radioactive "labeling," which is the substitution or addition
of a radioactive atom into a compound of interest, is a powerful and
accepted method for tracing the path of a biochemical in a living
system. A labeled compound which is fed to or injected into a test
animal or plant can then be traced to specific tissue or waste
product by detecting the presence of the radioactive label.
Scintillation counters can be used for this purpose. Beckman
scintillation counters are distinguished by sophisticated software
and system features that combine accurate measurement with user
convenience. They typically sell in the $15,000 to $30,000 range.
Data Processing
In addition to the software associated directly with Beckman's
instrument systems, the Company produces computer software programs
to aid in the data processing functions of analytical laboratories.
These systems control laboratory instruments, direct data
acquisition from the instruments, and compute, store and report the
results in formats needed for internal purposes and satisfaction of
regulatory requirements. Beckman's data management systems are
characterized by several features, including the capability to
operate on a variety of manufacturers' computers and applications
flexibility which lets customers configure the system to meet their
individual needs. These systems vary greatly in cost depending
upon the customer's requirements, but typically range from $50,000
to $250,000.
Automated General Chemistry for Clinical Diagnostics
Automated general chemistry systems automatically detect and
quantify various chemical substances of clinical interest (analytes)
in human blood, urine and other body fluids. Beckman offers several
general chemistry systems with a range of capabilities to meet
specific customer requirements, principally for use in medium to
large hospital laboratories, but also with some application in
reference laboratories.
SYNCHRON(R) Systems
The Company's SYNCHRON(R) line of automated general chemistry
systems is a family of modular automated diagnostic instruments and
the reagents, standards and other consumable products required to
perform commonly requested diagnostic tests. The SYNCHRON analyzer
series includes the SYNCHRON AS(R) system, originally introduced as
the ASTRA(R), which is an automated "stat" (immediate test) routine
multi-channel analyzer. The original system, since extended,
determines the concentration of eight of the most commonly measured
analytes.
In response to changes in reimbursement policies for hospitals
and clinical laboratories, which required them to be more efficient,
the Company developed a newer series of instrument systems, the
SYNCHRON CX(R) line. The SYNCHRON CX systems have been designed as
compatible modules which may be used independently or in various
combinations with each other, to meet the specific needs of
individual customers. The smallest of these modules, the SYNCHRON
CX3 analyzer, is an upgrade of the ASTRA analyzer offering improved
software, easier operation and reduced reagent consumption.
The SYNCHRON CX4CE, CX5CE and CX7 are enhanced models with
industry leading, innovative software features. The CX(R)4CE
clinical system has up to 24 customer selected "on-board" types of
tests available, drawn from a menu of over 60 different types of
tests. The extensive menu includes immunoproteins, therapeutic
drugs and a complete listing of general chemistries. Drawing from
the same menu, the CX(R)5CE has 28 "on-board" types of tests and the
CX(R)7 has 32 "on-board" types of tests. These systems all enhance
productivity by providing bi-directional communication with
laboratory information systems. SYNCHRON systems range in price
from $56,000 to over $185,000 and are sold principally based on
their ability to improve laboratory efficiency.
Other Automated Clinical Chemistry Products
The Company has a family of electrolyte analyzers that provide
automated analysis of patient electrolyte concentrations such as
sodium, potassium, and chloride. These analyzers include the E4A,
E2A, LABLYTE(R) and SYNCHRON EL-ISE(R) series and range in price
from $6,000 to $20,000. Beckman also offers a family of low cost
instruments that perform manual analyses of glucose, blood urea
nitrogen and creatinine.
Special Chemistry Applications For Clinical Diagnostics
Immunochemistry Systems
The Array(R) 360 Protein and Therapeutic Drug Monitoring
Systems combine automated instrumentation and advanced software that
significantly enhance the efficiency of protein and drug analysis.
The Array provides automated random access testing which allows the
operator to mix samples at random, eliminating the need to run
identical analytes in batches. At the customer's option, it can
incorporate a computer enhancement that allows automatic reading of
bar-coded sample tubes for positive sample identification and bi-
directional communication with the laboratory's information system.
Array systems sell in the $45,000 to $55,000 price range.
Electrophoresis For Clinical Diagnostics
The Appraise(R) densitometer and the Paragon(R)
Electrophoresis Systems allow the Company to offer a full range of
electrophoresis products that provide specialized protein analysis
for clinical laboratories. Paragon reagent kits are used in the
diagnosis of diabetes, cardiac, liver and other diseases. The
Appraise densitometer can be used in conjunction with Paragon kits.
It ranges in price from $17,000 to $24,000.
Other Special Chemistry Products
The Company also produces a series of single use, self-
contained diagnostic test "kits" for use in physicians' offices and
group practices. For example, the Hemoccult(R) disposable fecal
occult blood testing kit is used in the diagnosis of
gastrointestinal disease.
Competition
The markets for the Company's products are highly competitive,
with hundreds of companies participating in one or more portions of
the market. There are a number of competitors which sell both life
sciences and diagnostic products, including the Hitachi Ltd./
Boehringer Mannheim GmbH collaboration, E.I. du Pont de Nemours &
Co. Inc., Bio-Rad Laboratories, Inc. and LKB Pharmacia AB.
Additional competitors focused more directly on life sciences
include Hewlett-Packard Co., Millipore Corporation, and The
Perkin-Elmer Corporation. Additional competitors in the clinical
laboratory market include Abbott Laboratories, Eastman Kodak
Company, Hoechst Corporation (Behring Diagnostics Division), and
Bayer Diagnostics. Competitors include divisions or subsidiaries
of corporations with substantial resources. In addition the Company
competes with several companies that sell reagents for laboratory
instruments that are manufactured by Beckman and others.
The Company competes primarily on the basis of improved
laboratory productivity, product quality and technology, service and
price. Discounting is used as a competitive tool when necessary.
Management believes that its extensive installed instrument base
provides the Company with a competitive advantage in obtaining both
instrument and after-market follow-on business.
Research, Development and Engineering
The Company's new products originate from four sources:
internal research, development and engineering ("RD&E") programs;
external collaborative efforts with individuals in academic
institutions and technology companies; devices or techniques that
are generated in customers' laboratories; and business acquisitions.
The Company's RD&E teams are skilled in optics, chemistry,
electronics, mechanical and other engineering disciplines and
software, in addition to a broad range of biological and chemical
sciences. Research studies are usually conducted in conjunction
with individuals in academic institutions or other outside
scientists. Development programs focus on production of new
generations of existing product lines, such as the SYNCHRON(R)
analyzers, as well as new product categories not currently offered
by the Company. Other areas of pursuit include innovative
approaches to immunochemistry, molecular biology and advanced
electrophoresis technologies, such as capillary electrophoresis.
The Company's RD&E expenditures for fiscal years 1993, 1992,
and 1991 were $93.3 million, $85.9 million and $82.2 million,
respectively. Management intends to maintain the present level of
the Company's investment in RD&E spending.
Sales and Service
The Company has sales in over 120 countries and maintains its
own marketing, service and sales forces throughout the world. While
nearly all of the Company's products are distributed by Beckman
sales groups throughout the world, the Company employs independent
distributors to serve those markets that are more efficiently
reached through such channels. Beckman's sales force is technically
educated and trained in the operation and application of the
Company's products. The sales force is supported by a staff of
scientists and technical specialists in each product line and in
each major scientific discipline served by the Company's products.
In addition to direct sales of its instruments, the Company leases
certain instruments, principally those sold for clinical diagnostic
applications in hospitals.
Beckman provides accessory products, consumables and service
for its instruments worldwide. Service offices and inventory depots
are associated with sales offices, subsidiaries and dealer
locations. The Company considers its reputation for service
responsiveness and competence to be an important competitive asset.
Patents and Trademarks
To complement and protect the innovations created by the
Company's RD&E efforts, the Company has an active patent protection
program which includes nearly 600 active U.S. patents and patent
applications. The Company also files important corresponding
applications in principal foreign countries. The Company has taken
an aggressive posture in protecting its patent rights; however, no
one patent is considered essential to the success of the business.
The Company's primary trademark is "Beckman", with the trade
name also being Beckman or Beckman Instruments, Inc. The Company
vigorously protects its primary trademark, which is used on the
Company's products and is recognized throughout the worldwide
scientific and diagnostic community. The Company owns and uses
secondary trademarks on various products, but none of these
secondary trademarks is considered of primary importance to the
business.
Government Regulations
Certain of the Company's products are subject to regulations
of the U.S. Food and Drug Administration (the "FDA") which require
such products to be manufactured in accordance with "good
manufacturing practices". Such laws and regulations also require
that such products be safe and effective and that the labeling of
those products conform with specific requirements. Testing is
conducted to demonstrate performance claims and to provide other
necessary assurances. Clinical systems and reagents must be
reviewed by the FDA before sale and, in some instances, are subject
to product standards, other special controls or a formal FDA
premarket approval process. Implementation in 1994 of federal
regulations under the Clinical Laboratory Improvement Amendments of
1988 will require FDA review and approval of quality assurance
protocols for the Company's clinical reagent products. While adding
to the overall regulatory review process, this is not expected to
materially affect the sale of the Company's products. Certain of
the Company's products are subject to comparable regulations in
foreign countries.
In January 1993 the European Community (EC) countries began
implementation of their plan for a new unified EC market with
reduced trade barriers and harmonized regulations. The EC adopted
a significant international quality standard, the International
Organization for Standardization Series 9000 Quality Standards ("ISO
9000"). The Company's manufacturing operations in its Brea,
Carlsbad, Fullerton, Palo Alto, Paso Robles and Porterville,
California; Allendale, New Jersey; Sharon Hill, Pennsylvania;
Naguabo, Puerto Rico and Galway, Ireland facilities have been
certified as complying with the requirements of ISO 9000. Many of
the Company's international sales subsidiaries have also been
certified, including those located in Australia, Canada, France,
Germany, Italy, The Netherlands, South Africa, Spain, Sweden,
Switzerland and the United Kingdom.
The design of the Company's products and the potential market
for their use may be directly or indirectly affected by U.S. and
foreign regulations concerning reimbursement for clinical testing
services. The configuration of new products, such as the
SYNCHRON(R) series of clinical analyzers, reflects the Company's
response to the changes in hospital capital spending patterns such
as those engendered by the Medicare Diagnostic Related Groups
("DRGs"). Under the DRG system, a hospital is reimbursed a fixed
sum for the services rendered in treating a patient, regardless of
the actual cost of the services provided.
Prior to the U.S. Government fiscal year which began October
1, 1991, inpatient capital costs incurred by a hospital were an
exception to the DRG system and were reimbursed, to the extent of
Medicare utilization, through a supplement to the DRG payment known
as "capital cost pass-through." Effective October 1, 1991, the
capital cost payment provisions of the Medicare Prospective Payment
System were changed to provide for the transition from a "pass-
through" payment methodology to a "prospective DRG based capital
payment" methodology for all inpatient capital related costs
incurred by a hospital.
Under this new payment methodology, "low capital costs"
hospitals are expected to receive greater capital payments from
Medicare than they would have had they remained under the prior
capital payment system. "High capital costs" hospitals are paid
under a "hold harmless" payment methodology which assures the
hospital of certain minimum payment levels for historical capital
costs and new capital costs during the ten year transition period
to a "fully prospective" payment system for inpatient capital costs.
To date, the Company has not experienced, and does not expect
to experience in the future, any material financial impact from the
change in Medicare's payment for inpatient capital costs.
The current health care reform efforts in the United States and
in some foreign countries are expected to further alter the methods
and financial aspects of doing business in the health care field.
The Company is closely following these developments so that it may
position itself to take advantage of them. However, the Company
cannot predict the effect on its business of these reforms should
they occur nor of any other future government regulation.
Environmental Matters
The Company is subject to federal, state, local and foreign
environmental laws and regulations. The Company believes that its
operations comply in all material respects with applicable federal,
state, and local environmental laws and regulations. Although the
Company continues to make expenditures for environmental protection,
it does not anticipate any significant expenditures in order to
comply with such laws and regulations which would have a material
impact on the Company's operations or financial position.
In 1983 the Company discovered organic chemicals in the
groundwater near a waste storage pond at a Company facility in
Porterville, California. SmithKline Beckman, the Company's former
controlling stockholder, agreed to indemnify the Company with
respect to this matter for any costs incurred by the Company in
excess of applicable insurance, eliminating any impact on the
Company's earnings or financial position. SmithKline Beecham
Corporation, the surviving entity of the 1989 merger between
SmithKline Beckman and Beecham, assumed the obligations of
SmithKline Beckman in this respect.
In 1984 the Company sold approximately 40 acres of land in
Irvine, California to The Prudential Insurance Company of America
("Prudential"). In 1988 the Company was sued by Prudential in U.S.
District Court in California for recovery of costs and other alleged
damages with respect to soil and groundwater contamination allegedly
caused by operations on the property. In 1990 the Company entered
into an agreement with Prudential for settlement of the lawsuit and
for sharing current and future costs of investigation, remediation
and other claims. Prudential has since sold the property to Mola
Development Corporation which subsequently sold a portion of the
property to F.C. Irvine, Inc., each local property developers. This
has resulted in additional litigation against the Company and
Prudential. See "Legal Proceedings" herein.
Investigations conducted on the property have determined that
soil and groundwater remediation is required and such remediation
is underway. During 1993 the Company made substantial progress in
remediating the soil, although there remain some areas of soil
contamination that may require further remediation. The Company
also operated a groundwater treatment system throughout most of 1993
and in the fourth quarter expanded the capacity of the system. The
expanded system is believed to be adequate to remediate the
groundwater based upon information available in 1993. In addition
a series of test wells were drilled on the property which provided
additional information concerning the area of groundwater
contamination. The Company believes that it has established
adequate reserves for remediation of any remaining soil
contamination, operation and maintenance of the expanded treatment
system and any necessary additional groundwater investigations.
Investigations on the property are continuing and there can be
no assurance that further investigation will not reveal additional
contamination or result in additional costs. The Company believes
that additional remediation costs, if any, beyond those already
provided for the contamination discovered by the current
investigations will not have a material adverse effect on the
Company's operations or financial position.
Employee Relations
The Company and its subsidiaries presently employ approximately
6,600 persons throughout the world, including approximately 4,600
in the United States. The Company considers that its relations with
its employees are generally good.
Geographic Area Information
Information with respect to the above-captioned item is
incorporated by reference to Note 11 Business Segment Information
of the Company's Annual Report to stockholders for the year ended
December 31, 1993.
Item 2. Properties
The Company's primary instrument assembly and manufacturing
facilities are located in Fullerton, Brea, and Palo Alto,
California. Central manufacturing support facilities for parts and
electronic subassemblies are located in Porterville and Paso Robles,
California. An additional manufacturing facility is located in
Galway, Ireland. Reagents are manufactured in Carlsbad, California,
Naguabo, Puerto Rico, and Galway, Ireland. The Company's computer
software products business is located in Allendale, New Jersey. The
Company's facility for the production of Hemoccult(R) test kits and
related products is located in Sharon Hill, Pennsylvania.
All U.S. manufacturing facilities, including land and
buildings, are owned by the Company with the exception of Allendale
and Sharon Hill which are leased facilities, and Palo Alto, where
the Company has built and owns its buildings on a long-term land
lease expiring in 2054. All manufacturing facilities outside the
U.S. are leased. The central production facilities for the Company
also include plastics fabrication and machine shop capabilities in
Fullerton to serve the entire Company. This facility, in
conjunction with electronic subassembly work done in Porterville and
Paso Robles, supplies the primary parts and subassemblies for the
instrument systems to the various instrument assembly locations in
California. The Company's principal U.S. distribution locations are
in Brea and Fullerton, California and Somerset, New Jersey. In
addition, the Company plans to establish a European administration
center at a facility in Nyon, Switzerland during the first quarter
of 1994.
The Company believes that its production facilities meet
applicable government environmental, health and safety regulations,
and industry standards for maintenance, and that its facilities in
general are adequate for its current business.
Item 3. Legal Proceedings
As previously reported, in 1991 Forest City Properties
Corporation and F.C. Irvine, Inc. (collectively, "Forest City"),
current owners and developers of a portion of the same real property
in Irvine referred to under the caption "Environmental Matters"
herein, filed suit against Prudential in the California Superior
Court for the County of Los Angeles, alleging breach of contract and
damages caused by the pollution of the property. Forest City seeks
damages of more than $20 million and additional remediation of the
property. Although the Company is not a named defendant in the
Forest City action, it may be obligated to contribute to any
resolution of that action pursuant to the Company's 1990 settlement
agreement with Prudential. See "Environmental Matters" herein. The
Company has established a reserve for the resolution of this lawsuit
and believes that any additional liability beyond that provided for
will not have a material adverse effect on the Company's operations
or financial position.
As previously reported, in July 1993 a toxic tort action was
filed in Maricopa County Superior Court, Arizona against the Company
and a number of other defendants, including Motorola, Inc., Siemens
Corporation, the Cities of Phoenix and Scottsdale, and others.
Please see the Company's report to the Securities and Exchange
Commission on form 10-Q for the quarter ended September 30, 1993 for
details. This lawsuit was served on the Company in December 1993
and the Company has undertaken its legal defense of the action. The
Company is indemnified by SmithKline Beecham Corporation, the
successor of its former controlling stockholder, for any costs
incurred in this matter in excess of applicable insurance, and thus
the outcome of this litigation, even if unfavorable to the Company,
should have no effect on the Company's earnings or financial
position.
In addition, the Company and its subsidiaries are involved in
a number of lawsuits which the Company considers ordinary and
routine in view of its size and the nature of its business. The
Company does not believe that any ultimate liability resulting from
any such lawsuits will have a material adverse effect on the
operations or financial position of the Company. See also
"Environmental Matters" herein.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of stockholders during the
fourth quarter of the fiscal year covered by this report.
Executive Officers of the Company
The following is a list of the executive officers of the
Company as of February 7, 1994, showing their ages, present
positions and offices with the Company and their business experience
during the past five or more years. Officers are elected by the
Board of Directors and serve until the next annual Organization
Meeting of the Board. Officers may be removed by the Board at will.
There are no family relationships among any of the named
individuals, and no individual was selected as an officer pursuant
to any arrangement or understanding with any other person.
Louis T. Rosso, 60, Chairman of Mr. Rosso was named Chairman of
the Board and Chief Executive the Board of the Company in
Officer 1989, was named Chief Executive
Officer in 1988 and was its
President from 1982 until 1993.
He also served as a Vice
President of SmithKline Beckman
from 1982 to 1989. Mr. Rosso
first joined the Company in
1959 and was named Corporate
Vice President in 1974. He is
a director of Allergan, Inc.
and of the Beckman Laser
Institute and Medical Clinic.
He is on the Board of Trustees
of St. Jude Medical Center in
Fullerton, California and
Harvey Mudd College and is a
member of the Board of Visitors
of the Graduate School of
Management of the University of
California Irvine. Mr. Rosso
has been a director of the
Company since 1988.
John P. Wareham, 52, Director, Mr. Wareham was named President
President, and Chief Operating and Chief Operating Officer of
Officer the Company effective October
15, 1993. On December 1, 1993
he was elected to the Board of
Directors. Mr. Wareham joined
the Company in 1984 as Vice
President, Diagnostic Systems
Group and served in that
capacity until his appointment
as President. Prior thereto he
had been President of Norden
Laboratories, Inc., a wholly
owned subsidiary of SmithKline
Beckman engaged in developing,
manufacturing and marketing
veterinary products. Mr.
Wareham first joined SmithKline
Beckman in 1968. He is a
director of the Little Rapids
Corporation and The John Henry
Foundation.
Michael T. O'Neill, 53, Senior Mr. O'Neill was named Senior
Vice President, Commercial Vice President, Commercial
Operations Operations of the Company
effective October 15, 1993. He
had been Vice President,
Bioanalytical Systems Group
since 1989. Prior thereto he
had been Vice President,
International Operations for
the Bioanalytical systems Group
since 1985. Mr. O'Neill first
joined the Company in 1973.
Dennis K. Wilson, 58, Vice Mr. Wilson was named Vice
President, Finance and Chief President, Finance and Chief
Financial Officer Financial Officer of the
Company effective December 24,
1993. He was Vice President,
Treasurer of the Company from
1989 until his current
appointment. Prior thereto he
had been Vice President,
Corporate Accounting and
Assistant Controller of
SmithKline Beckman since 1984.
Mr. Wilson first joined the
Company in 1969.
James T. Glover, 43, Vice Mr. Glover was appointed to his
President and Controller present position as Vice
President and Controller of the
Company in May 1993. From
1989 until assuming his current
position, he was Vice
President, Controller -
Diagnostic Systems Group. Mr.
Glover joined the Company in
1983 and prior to that held
management positions with KPMG
Peat Marwick and R.J. Reynolds,
Inc.
William H. May, 51, Vice Mr. May has been General
President, General Counsel and Counsel and Secretary of the
Secretary Company since 1984 and has been
Vice President, General Counsel
and Secretary of the Company
since 1985. Mr. May first
joined the Company in 1976.
Richard K. Sears, 61, Vice Mr. Sears has been Vice
President, Human Resources President, Human Resources of
the Company since 1991. Prior
thereto he had been President
of Haiku/Hawaii, a building
material and development
company, from 1989 to 1990.
Before that he was Vice
President - Corporate
Administration of the Irvine
Company of Newport Beach,
California, a major California
real estate developer, from
1984 to 1987, and served as the
principal of his own consulting
practice in the field of
planning and general management
from 1987 to 1989. Mr. Sears
originally joined the Company
in 1955 when he served in a
number of administrative and
management positions for a
period of 14 years.
Bruce A. Tatarian, 45, Vice Mr. Tatarian was named Vice
President, Bioresearch President Bioresearch
Commercial Operations Commercial Operations
International International of the Company
effective January 1, 1994. He
was Vice President, Marketing
Operations for the
Bioanalytical Systems Group
from 1991 until his current
appointment. Prior thereto he
had been Vice President -
Manager, Analytical Business
Unit from 1990 to 1991. He
rejoined the Company in 1989 as
Director of Product Planning
and Technical Assessment of the
Bioanalytical Systems Group.
Mr. Tatarian originally joined
the Company in 1973 when he
served in a number of marketing
positions for a period of ten
years.
Arthur A. Torrellas, 63, Vice Mr. Torrellas was named Vice
President, Diagnostic President, Diagnostic
Commercial Operations Commercial Operations of the
Company effective January 1,
1994. He had been Vice
President, International
Operations for the Diagnostic
Systems Group since 1985. Mr.
Torrellas first joined the
Company in 1977.
Albert R. Ziegler, 55, Vice Mr. Ziegler was named Vice
President, Diagnostics President, Diagnostics
Development Center Development Center of the
Company effective January 1,
1994. He joined the Company in
1986 as Vice President, North
America Operations for the
Diagnostic Systems Group.
Prior thereto he had been
President of Branson
Ultrasonics Corporation, a
manufacturer of industrial
ultrasound instruments and a
subsidiary of SmithKline
Beckman until the divestiture
of SmithKline Beckman's
industrial instruments
businesses in 1984. Mr.
Ziegler first joined SmithKline
Beckman in 1971.
Paul Glyer, 37, Treasurer Mr. Glyer was named Treasurer
of the Company effective
December 24, 1993. He served
as Assistant Treasurer since
1989 when he first joined the
Company.
George Kilmain, 60, Director, Mr. Kilmain was Vice President,
Vice President, Finance and Finance and Chief Financial
Chief Financial Officer Officer of the Company from
1984 until December 1993 when
he retired. Mr. Kilmain was
also a director of the Company
from 1988 until he resigned
effective December 1, 1993. He
first joined the Company in
1961.
Roger G. Novesky, 55, Vice Mr. Novesky was Vice President
President, Spinco Business Unit and general manager of the
Spinco Business Unit of the
Company from 1985 until
December 1993 when he elected
early retirement which will be
effective as of the end of
February, 1994. Mr. Novesky
first joined the Company in
1963.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
Information with respect to the above-captioned item is
incorporated herein by reference to the sections entitled "Stock
Exchanges and Prices" and "Dividends" of the Company's Annual Report
to stockholders for the year ended December 31, 1993. During 1992
the Company paid a quarterly dividend of $.07 per share of common
stock for the first and second quarters and $.08 per share for the
third and fourth quarters, for a total of $.30 per share for the
year. During 1993 the Company paid four consecutive quarterly
dividends of $.09 per share of common stock, for a total of $.36 per
share for the year. Information with respect to dividend
restrictions is incorporated by reference to Note 5 Debt of the
Company's Annual Report to stockholders for the year ended December
31, 1993. In addition, as of January 24, 1994, there were
approximately 10,855 holders of record of the Company's common
stock.
Item 6. Selected Financial Data
Information with respect to the above-captioned item is
incorporated herein by reference to the section entitled "Five-Year
Financial and Statistical Data" of the Company's Annual Report to
stockholders for the year ended December 31, 1993.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Information with respect to the above-captioned item is
incorporated herein by reference to the section entitled "FINANCIAL
REVIEW" of the Company's Annual Report to stockholders for the year
ended December 31, 1993.
Item 8. Financial Statements and Supplementary Data
Information with respect to the above-captioned item is
incorporated herein by reference to the consolidated financial
statements, including all the notes thereto, and the sections
entitled "Report by Management," "Independent Auditors' Report," and
"Quarterly Data (Unaudited)" of the Company's Annual Report to
stockholders for the year ended December 31, 1993.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors - The information with respect to directors required
by this Item is incorporated herein by reference to those parts of
the Company's Proxy Statement for the Annual Meeting of Stockholders
to be held March 30, 1994 entitled "ELECTION OF DIRECTORS" and
"Board of Directors Information."
Executive Officers - The information with respect to executive
officers required by this Item is set forth in Part I of this
report.
Item 11. Executive Compensation
The information with respect to executive compensation required
by this Item is incorporated by reference to that part of the
Company's Proxy Statement for the Annual Meeting of Stockholders to
be held March 30, 1994 entitled "EXECUTIVE COMPENSATION."
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information with respect to security ownership required by
this Item is incorporated by reference to that part of the Company's
Proxy Statement for the Annual Meeting of Stockholders to be held
March 30, 1994 entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
Item 13. Certain Relationships and Related Transactions
The information with respect to certain relationships and
related transactions required by this Item is incorporated by
reference to that part of the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held March 30, 1994 entitled
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a)(1), (a)(2) Financial Statements and Financial Statement
Schedules
The financial statements and financial statement schedules
filed as part of the report are listed or incorporated by reference
in the "Index of Financial Statements and Schedules" following this
Part IV.
(a)(3) Exhibits
Management contracts and compensatory plans or
arrangements are identified by *.
3.1 Third Restated Certificate of Incorporation of the
Company, June 5, 1992 (incorporated by reference to
Exhibit 3.1 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for
the fiscal year ended December 31, 1992, File No.
001-10109).
3.2 Amended and Restated By-Laws of the Company, as of
January 27, 1993.
4.1 Specimen Certificate of Common Stock (incorporated
by reference to Exhibit 4.1 of Amendment No.1 to the
Company's Form S-1 registration statement, File No.
33-24572).
4.2 Rights Agreement between the Company and Morgan
Shareholder Services Trust Company, as Rights Agent,
dated as of March 28, 1989 (incorporated by
reference to Exhibit 4 of the Company's current
report on Form 8-K filed with the Securities and
Exchange Commission on April 25, 1989, File No.
1-10109).
4.3 First amendment to the Rights Agreement dated as of
March 28, 1989 between the Company and First Chicago
Trust Company of New York (formerly Morgan
Shareholder Services Trust Company), as Rights
Agent, dated as of June 24, 1992 (incorporated by
reference to Exhibit 1 of the Company's current
report on Form 8-K filed with the Securities and
Exchange Commission on July 2, 1992, File No.
001-10109).
10.1 Cross-Indemnification Agreement between the Company
and SmithKline Beckman Corporation (incorporated by
reference to Exhibit 10.1 of Amendment No.1 to the
Company's Form S-1 registration statement, File No.
33-24572).
10.2 Tax Sharing Agreement between the Company and
SmithKline Beckman Corporation (incorporated by
reference to Exhibit 10.2 of Amendment No. 1 to the
Company's Form S-1 registration statement, File No.
33-24572).
* 10.3 SmithKline Beckman Corporation Supplemental Benefits
Plan (incorporated by reference to Exhibit 10(d) of
SmithKline Beckman Corporation's Annual Report to
the Securities and Exchange Commission on form 10-K
for the fiscal year ended December 31, 1987, File
No. 1-4077).
* 10.4 Beckman Instruments, Inc. Supplemental Pension Plan,
adopted by the Company October 24, 1990
(incorporated by reference to Exhibit 10.4 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December, 31 1990, File No. 001-10109).
* 10.5 The Company's Incentive Compensation Plan, as
amended by the Company's Board of Directors on
October 26, 1988 and as amended and restated by the
Company's Board of Directors on March 28, 1989
(incorporated by reference to Exhibit 10.16 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December, 31 1989, File No. 001-10109).
10.6 Distribution Agreement, dated as of April 11, 1989,
among SmithKline Beckman Corporation the Company and
Allergan, Inc. (incorporated by reference to Exhibit
3 to SmithKline Beckman Corporation's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on April 14, 1989, File No. 1-4077).
10.7 Tax Agreement, dated as of April 11, 1989, between
SmithKline Beckman Corporation and the Company
(incorporated by reference to Exhibit 4 to
SmithKline Beckman Corporation's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on April 14, 1989, File No. 1-4077).
10.8 Amendment to the Distribution Agreement effective as
of June 1, 1989 between SmithKline Beckman
Corporation, the Company and Allergan, Inc.
(incorporated by reference to Exhibit 10.26 of
Amendment No. 2 to the Company's Form S-1
registration statement, File No. 33-28853).
* 10.9 The Company's Executive Bonus Plan, adopted by the
Company in 1992 (incorporated by reference to
Exhibit 10.18 of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for
the fiscal year ended December 31, 1992, File No.
001-10109).
* 10.10 Form of Change in Control Agreement, dated as of May
1, 1989, between the Company, each of its Executive
Officers and certain other key employees
(incorporated by reference to Exhibit 10.34 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1989, File No. 001-10109).
* 10.11 Form of Restricted Stock Agreement, dated as of
September 16, 1991, between the Company, each of its
Executive Officers and certain other key employees
(incorporated by reference to Exhibit 10.19 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1991, File No. 001-10109).
10.12 Revolving Credit Agreement, dated as of July 2,
1992, among the Company, the lenders named therein
and Citicorp USA, Inc. as Agent (incorporated by
reference to Exhibit 10.16 of the Company's Annual
Report to the Securities and Exchange Commission on
Form 10-K for the fiscal year ended December 31,
1992, File No. 001-10109).
10.13 First Amendment to Revolving Credit Agreement, dated
as of December 31, 1993, among the Company, the
lenders named therein and Citicorp USA, Inc. as
Agent.
10.14 Note Agreement, dated as of February 5, 1993, among
the Company, Nationwide Life Insurance Company and
three other insurance companies named therein
(incorporated by reference to Exhibit 10.17 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1992, File No. 001-10109).
* 10.15 The Company's Executive Bonus Plan, adopted by the
Company in 1993.
* 10.16 The Company's Stock Option Plan for Non-Employee
Directors, as restated with amendments of January
29, 1992, amendments approved by stockholders May 6,
1992 (incorporated by reference to Exhibit 10.19 of
the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1992, File No. 001-10109).
* 10.17 The Company's Incentive Compensation Plan of 1990,
as restated with amendments of January 29, 1992,
amendments approved by stockholders May 6, 1992
(incorporated by reference to Exhibit 10.20 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1992, File No. 001-10109).
10.18 Line of Credit Promissory Note in favor of Mellon
Bank, N.A., dated as of October 6, 1993
(incorporated by reference to Exhibit 10.21 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1992, File No. 001-10109).
10.19 Trust Agreement between the Company and Mellon Bank,
N.A. as Trustee, for the benefit of Participating
Employees, dated as of January 31, 1993
(incorporated by reference to Exhibit 10.22 of the
Company's Annual Report to the Securities and
Exchange Commission on Form 10-K for the fiscal year
ended December 31, 1992, File No. 001-10109).
* 10.20 Form of Legended Stock Agreement and Election For
Deferral of a Portion of the FY 93 Executive Bonus
Plan, between the Company and some of its Executive
Officers and other key employees.
10.21 Loan Agreement (Multiple Advance), dated September
30, 1993, between Beckman Instruments (Japan)
Limited and the Industrial Bank of Japan, Limited
(English translation, including certification as to
accuracy; original document executed in Japanese).
10.22 Term Loan Agreement, dated as of September 30, 1993,
between Beckman Instruments (Japan) Limited and
Citibank, N.A., Tokyo Branch.
10.23 Term Loan Agreement, dated as of December 9, 1993,
between Beckman Instruments (Japan) Limited and The
Dai-Ichi Kangyo Bank Limited (English translation,
including certification as to accuracy; original
document executed in Japanese).
* 10.24 Agreement Regarding Retirement Benefits of Arthur A.
Torrellas, dated December 20, 1993, between the
Company and Arthur A. Torrellas.
11. Statement regarding computation of per share
earnings: This information is incorporated by
reference to Note 1 Summary of Significant
Accounting Policies of the Company's Annual Report
to stockholders for the year ended December 31,
1993.
13. FINANCIAL REVIEW section of the Company's Annual
Report to stockholders for the year ended December
31, 1993.
22. List of principal subsidiaries of the Company.
24. Consent of KPMG Peat Marwick, February 8, 1994.
(b) Reports on Form 8-K During Fourth Quarter ended December
31, 1993.
No Reports on Form 8-K were filed during the quarter ended
December 31, 1993.
KPMG Peat Marwick
Certified Public Accountants
Orange County Office
Center Tower
650 Town Center Drive
Costa Mesa, CA 92626
The Stockholders and Board of Directors
Beckman Instruments, Inc.:
Under the date of January 20, 1994 we reported on the consolidated
balance sheets of Beckman Instruments, Inc. and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated statements
of operations and cash flows for each of the years in the three-year
period ended December 31, 1993, as contained in the 1993 annual
report to stockholders. These consolidated financial statements and
our report thereon are incorporated by reference in the annual
report on Form 10-K for the year 1993. In connection with our
audits of the aforementioned consolidated financial statements, we
also have audited the related supplementary financial schedules as
listed in the accompanying index. These supplementary financial
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these supplementary
financial schedules based on our audits.
In our opinion, such supplementary financial schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
As discussed in Note 1 and Note 7 to the consolidated financial
statements, the Company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, and Statement of
Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits other Than Pensions, in 1993.
KPMG PEAT MARWICK
Orange County, California
January 20, 1994
Beckman Instruments, Inc.
INDEX TO
FINANCIAL STATEMENTS AND SCHEDULES
The consolidated financial statements of the Company and the related
report of KPMG Peat Marwick dated January 20, 1994 are incorporated
by reference to the section entitled "FINANCIAL REVIEW" of the
Company's Annual Report to stockholders for the year ended December
31, 1993.
The supplemental financial schedules for each of the years in the
three-year period ended December 31, 1993 that follow this index
should be read in conjunction with the financial statements in the
Company's 1993 Annual Report to stockholders. Schedules not
included in this additional financial data have been omitted because
they are not applicable or the required information is presented in
the consolidated financial statements or in the notes to the
consolidated financial statements.
SUPPLEMENTARY FINANCIAL SCHEDULES
V Property, plant and equipment
VI Accumulated depreciation of property, plant
and equipment
VIII Allowance for doubtful accounts
IX Short-term borrowings
X Supplementary income statement information
Beckman Instruments, Inc.
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1993, 1992 and 1991
(Dollars in millions)
Balance at Other Balance
Beginning Additions Changes at End
Classification of Period at Cost Retirements Add(Deduct) of Period
December 31, 1993
Land $ 11.9 $ 0.1 $ 1.7 $ - $ 10.3
Buildings 134.6 5.5 4.0 (1.4) (a) 133.1
(1.6) (b)
Machinery & Equip. 351.9 87.2 42.6 (14.5) (a) 380.7
(1.3) (b)
______ _____ _____ _______ ______
$498.4 $92.8 $48.3 $(18.8) $524.1
December 31, 1992
Land $ 12.0 $ - $ 0.1 $ - $ 11.9
Buildings 130.0 6.8 1.2 (0.4) (a) 134.6
(0.6) (b)
Machinery & Equip. 315.0 84.6 38.1 (9.2) (a) 351.9
(0.4) (b)
______ _____ _____ _______ ______
$457.0 $91.4 $39.4 $(10.6) $498.4
December 31, 1991
Land $ 12.0 $ - $ - $ - $ 12.0
Buildings 129.3 6.1 0.9 (1.1) (a) 130.0
(3.4) (b)
Machinery & Equip. 289.2 63.6 41.3 (6.1) (a) 315.0
9.6 (b)
______ _____ _____ _______ ______
$430.5 $69.7 $42.2 $ (1.0) $457.0
(a) Adjustments from translating at current exchange rates.
(b) Transfers to/from other accounts.
Beckman Instruments, Inc.
SCHEDULE VI
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1993, 1992 and 1991
(Dollars in millions)
Balance at Other Balance
Beginning Additions Changes at End
Classification of Period at Cost Retirements Add(Deduct) of Period
December 31, 1993
Buildings $ 58.1 $ 5.7 $ 2.3 $(0.7) (b)$ 60.8
Machinery & Equip. 227.3 56.6 28.5 (8.1) (b) 246.5
(0.8) (c)
______ _____ _____ _______ ______
$285.4 $62.3 $30.8 $(9.6) $307.3
December 31, 1992
Buildings $ 53.6 $ 5.8 $ 1.1 $(0.2) (b)$ 58.1
Machinery & Equip. 200.4 58.1 24.7 (5.3) (b) 227.3
(1.2) (c)
______ _____ _____ _______ ______
$254.0 $63.9 $25.8 $(6.7) $285.4
December 31, 1991
Buildings $ 49.8 $ 6.5 $ 0.7 $(0.5) (b)$ 53.6
(1.5) (c)
Machinery & Equip. 177.6 49.0 30.8 (3.1) (b) 200.4
(1.2) (c)
______ _____ _____ _______ ______
$227.4 $55.5 $31.5 $ 2.6 $254.0
(a) Buildings are depreciated over 15 to 40 years, except for leasehold
improvements which are depreciated over the life of the lease.
Machinery and equipment are depreciated over 3 to 10 years.
(b) Adjustments from translating at current exchange rates.
(c) Transfers to/from other accounts.
Beckman Instruments, Inc.
SCHEDULE VIII
ALLOWANCE FOR DOUBTFUL ACCOUNTS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in millions)
Additions
Balance at Charged to Balance
Beginning Cost and at End
Description of Period Expenses Deductions of Period
December 31, 1993 $12.1 $2.4 (a) $2.0 (b) $11.9
0.6 (d)
_____ _____ _____ _____
December 31, 1992 $12.1 $1.6 (a) $1.5 (b) $12.1
0.4 (c) 0.5 (d)
_____ _____ _____ _____
December 31, 1991 $10.9 $1.2 (a) $0.4 (b) $12.1
0.7 (c) 0.3 (d)
_____ _____ _____ _____
(a) Provision charged to earnings.
(b) Accounts written off.
(c) Collection of accounts previously written off.
(d) Adjustments from translating at current exchange rates.
Beckman Instruments, Inc.
SCHEDULE IX
SHORT-TERM BORROWINGS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in millions)
Category Maximum Average Weighted
of Weighted Amount Amount Average
Aggregate Balance Average Outstanding Outstanding Interest Rate
Short-Term at End Interest During During During
Borrowings of Period Rate the Period the Period the Period
December 31, 1993
Bank Loans $29.4 6.71% $78.7 $46.1 7.94%
Current portion of
Long-term Debt 2.3
_____
TOTAL $31.7
December 31, 1992
Bank Loans $41.9 10.55% $55.3 $40.5 11.32%
Current portion of
Long-term Debt 2.5
_____
TOTAL $44.4
December 31, 1991
Bank Loans $28.0 10.42% $61.8 $42.8 13.11%
Current portion of
Long-term Debt 2.5
_____
TOTAL $30.5
General terms of short-term borrowings are incorporated by reference to Note 5
Debt of the Company's Annual Report to Stockholders for the year ended December
31, 1993.
The average amounts outstanding during the period were computed using month-end
balances.
The weighted average interest rates during the period were computed by dividing
the associated interest expense for the period by the average amounts of short-
term borrowing outstanding during the period.
Beckman Instruments, Inc.
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the years ended December 31, 1993, 1992 and 1991
(Dollars in millions)
The following amounts have been charged to earnings:
Item Description 1993 1992 1991
Maintenance and repairs $ 7.7 $ 9.0 $ 8.8
Depreciation and amortization
of intangible assets (1)
Taxes, other than payroll and
income taxes $10.2 $ 9.6 $ 9.0
Royalties (1)
Advertising costs $15.2 $20.0 $17.6
(1) Amount does not meet 1% of total sales and revenues.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BECKMAN INSTRUMENTS, INC.
Date: January 28, 1994 By LOUIS T. ROSSO
Louis T. Rosso
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Chairman of the Board
and Chief Executive
Officer (Principal
LOUIS T. ROSSO Executive Officer) January 28, 1994
Louis T. Rosso
President,
Chief Operating Officer
JOHN P. WAREHAM and Director January 27, 1994
John P. Wareham
Vice President, Finance
and Chief Financial Officer
(Principal Financial
DENNIS K. WILSON and Accounting Officer) January 27, 1994
Dennis K. Wilson
Vice President and
JAMES T. GLOVER Controller January 27, 1994
James T. Glover
EARNEST H. CLARK, JR. Director January 26, 1994
Earnest H. Clark, Jr.
Signature Title Date
_________ _____ ____
CAROLYNE K. DAVIS, PH.D. Director January 26, 1994
Carolyne K. Davis, Ph.D.
DENNIS C. FILL Director January 26, 1994
Dennis C. Fill
GAVIN S. HERBERT Director January 31, 1994
Gavin S. Herbert
WILLIAM N. KELLEY, M.D. Director January 26, 1994
William N. Kelley, M.D.
FRANCIS P. LUCIER Director January 28, 1994
Francis P. Lucier
C. RODERICK O'NEIL Director January 31, 1994
C. Roderick O'Neil
DAVID S. TAPPAN, JR. Director January 31, 1994
David S. Tappan, Jr.
HENRY WENDT Director January 26, 1994
Henry Wendt
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
_______ _______ ____________
3.2 Amended and Restated By-Laws, as of
January 27, 1993.
10.13 First Amendment to Revolving Credit
Agreement, dated as of December 31, 1993,
among the Company, the lenders named
therein and Citicorp USA, Inc. as Agent.
10.15 The Company's Executive Bonus Plan,
adopted by the Company in 1993.
10.20 Form of Legended Stock Agreement and
Election For Deferral of a Portion of
the FY 93 Executive Bonus Plan, between
the Company and some of its Executive
Officers and other key employees.
10.21 Loan Agreement (Multiple Advance), dated
September 30, 1993, between Beckman
Instruments (Japan) Limited and the
Industrial Bank of Japan, Limited
(English translation, including
certification as to accuracy; original
document executed in Japanese).
10.22 Term Loan Agreement, dated as of September
30, 1993, between Beckman Instruments
(Japan) Limited and Citibank, N.A., Tokyo
Branch.
10.23 Term Loan Agreement, dated as of December
9, 1993, between Beckman Instruments (Japan)
Limited and The Dai-Ichi Kangyo Bank Limited
(English translation, including certification
as to accuracy; original document executed in
Japanese).
10.24 Agreement Regarding Retirement Benefits of
Arthur A. Torrellas, dated December 20, 1993,
between the Company and Arthur A. Torrellas.
Sequentially
Exhibit Numbered
Number Exhibit Page
_______ _______ ____________
13. FINANCIAL REVIEW section of the Company's
Annual Report to stockholders for the
year ended December 31, 1993.
22. List of principal subsidiaries of the Company.
24. Consent of KPMG Peat Marwick, February 8,
1994.