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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

for Annual and Transition Reports Pursuant to

Sections 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)

For the fiscal year ended January 2, 2005

or

For the transition period from                              to

Commission file number 001-5075

PerkinElmer, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(781) 237-5100

Securities registered pursuant to Section 12(b) of the Act:

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 þ        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 this Form 10-K.        þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).        Yes þ        No ¨

The aggregate market value of the common stock, $1 par value per share, held by nonaffiliates of the registrant on June 25, 2004, was $2,442,803,134 based upon the last reported sale of the common stock on that date.

As of March 7, 2005, there were outstanding 129,539,923 million shares of common stock, $1 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of PerkinElmer, Inc.’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 26, 2005 are incorporated by reference into Part III of this Form 10-K

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TABLE OF CONTENT S

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PART I

Item 1.    Business

Overview

We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets, commonly referred to as the health sciences and industrial sciences markets. We design, manufacture, market and service products and systems within three businesses, each constituting one reporting segment:

The health sciences markets include all of the businesses in our Life and Analytical Sciences reporting segment and the medical imaging, elements of the medical sensors and lighting businesses in our Optoelectronics reporting segment. The industrial sciences markets include the remaining businesses in our Optoelectronics reporting segment and all of the businesses in our Fluid Sciences reporting segment.

In fiscal 2004, we had $1,687.2 million in sales from continuing operations.

We are a Massachusetts corporation, founded in 1947. Our headquarters are in Wellesley, Massachusetts, and we market our products and systems in more than 125 countries. As of January 2, 2005, we had approximately 10,000 employees. Our common stock is listed on the New York Stock Exchange, and we are a component of the S&P 500 Index.

We maintain a website with the address http://www.perkinelmer.com/. We are not including the information contained in our website as part of, or incorporating it by reference into, this annual report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission.

Significant Developments

As part of our efforts to focus and grow our core businesses, we have taken the following significant measures in recent years.

Acquisition of Elcos AG. In February 2005, we acquired Elcos AG, a leading European designer and manufacturer of custom light emitting diode, or LED, solutions for biomedical and industrial applications. The transaction combines Elcos’ visible LED technology platform and strong customer and application base with our global sales, application and support organization, therefore expanding the sales growth opportunities for the Elcos technology.

American Job Creation Act. The homeland investment provisions of the American Jobs Creation Act enacted October 22, 2004, provides us with the opportunity to repatriate earnings from our foreign subsidiaries in a more tax and cash flow efficient manner.

Computer-To-Plate Business. In September 2004, our Board of Directors approved a plan to shut down our Computer-To-Plate business as part of our continued efforts to focus on higher growth opportunities. We reflected this business as a discontinued operation for all periods presented in this annual report on Form 10-K. The abandonment of this business resulted in a $1.0 million pre-tax loss related to a write-down of fixed assets and inventory. We recognized this loss during fiscal 2004 as a loss on the disposition of discontinued operations.

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Electroformed Products and Ultraviolet Lighting Businesses. In June 2004, our Board of Directors approved, and we executed, separate plans to shut down our Electroformed Products business and sell our Ultraviolet Lighting business as part of our continued efforts to focus on higher growth opportunities. We reflect these businesses as discontinued operations for all periods presented in this annual report on Form 10-K. The net assets of the Electroformed Products business were written off, resulting in a $1.6 million pre-tax loss in fiscal 2004. We sold the fixed assets and inventory of the Ultraviolet Lighting business in July 2004 for their approximate book value.

Other Operations Classified as Discontinued. Included in this Form 10-K are the financial results of other operations that were discontinued or sold prior to fiscal 2004. These include our Telecommunications Component and Entertainment Lighting businesses which were approved for shut down by our Board of Directors in June 2002, our Security and Detection Systems business which was sold in June 2002, and our Technical Services Business which was sold in August 1999. We reflected these businesses as discontinued operations for all periods presented in this annual report on Form 10-K.

Life and Analytical Sciences

Our Life and Analytical Sciences business unit is a leading provider of drug discovery, genetic screening and environmental and chemical analysis tools, including instruments, reagents, consumables, and services. Our instruments are used in daily applications for scientific research and clinical applications. Our research products provide the fundamental tools necessary for a variety of testing applications that are critical to the development of many of our customers’ new products.

Our Life and Analytical Sciences business helps our customers solve complex analytical problems encountered in drug discovery, genetic screening and environmental and chemical analysis laboratories. In fiscal 2004, our Life and Analytical Sciences business generated sales of $1,062.8 million.

For drug discovery, we offer a wide range of systems comprised of instrumentation, software and consumables, including reagents, based on our core expertise in fluorescence, chemiluminescence, radioactive labeling and the detection of nucleic acids and proteins.

For genetic screening and clinical laboratories, we provide instrumentation, software, reagents and analysis tools to test for various inherited disorders in newborns and to monitor risk factors during pregnancy. These clinical screening programs help by identifying women at risk during pregnancy and newborn babies at risk from inherited metabolic or endocrinological disorders. We sell our genetic screening solutions to public health authorities and private health care organizations around the world.

For chemical analysis, we offer analytical tools employing technologies such as molecular and atomic spectroscopy, high performance liquid chromatography, gas chromatography and thermal analysis. Our instruments and related application solutions measure a range of substances from bio-molecular matter to organic and inorganic chemicals. We sell these products to pharmaceutical manufacturers and customers in the environmental, food and beverage and chemical markets. These customers use our instruments in various applications to verify the identity, quality or composition of the materials they examine.

For service and support, we offer customers a range of products including service plans, first-year warranties, training, and preventive maintenance. OneSource^®, our managed maintenance service plan, helps customers consolidate the essential maintenance and equipment management needs of their laboratory(s).

Principal Products. The principal products of our Life and Analytical Sciences business include:

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New Products. New product releases by our Life and Analytical Sciences business include:

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Brand Names.    Our Life and Analytical Sciences reporting segment offers its products under various brand names, including Wallac^™, Packard^™, NEN^®, AAnalyst^™, Clarus^®, OneSource^®, LABWORKS^™, Pyris^™, Spectrum^™, Optima^™, DELFIA^®, ImageTrak^™, UltraView^™, prOTOF^™, Victor^™, LANCE^™, ELAN^®, and ViewLux^™

Optoelectronics

Our Optoelectronics business unit provides a broad range of digital imaging, sensor and specialty lighting components used in biomedical, consumer products, and other specialty end markets. For fiscal 2004, our Optoelectronics business unit generated sales of $380.6 million.

We are a leading supplier of amorphous silicon digital x-ray detectors, a technology for medical imaging and radiation therapy. Amorphous silicon digital x-ray detectors replace film and produce improved image resolution and diagnostic capability for use in radiography, angiography, cardiac and cancer treatment. The amorphous silicon technology is important to medical imaging applications as well as to nondestructive testing, or NDT, for areas such as homeland security.

We have significant expertise in optical sensor technologies, with products used in a variety of applications. Examples include sample detection in life sciences instruments, x-ray luggage screening, safety and security applications such as smoke detectors, HVAC controls, document handling/sorting, smart weaponry and non-contact temperature measurements for applications such as ear thermometers.

Our specialty lighting technologies include xenon flashtubes, ceramic xenon light sources, intense pulsed light and laser pump sources. These products are used in a variety of applications, including digital and analog cameras, mobile phones, medical endoscopy equipment, aesthetic applications including hair removal and skin rejuvenation, laser machine tools and home theater projectors.

Principal Products.    The principal products of our Optoelectronics business include:

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New Products.    New product releases by our Optoelectronics business include:

Brand Names.    Our Optoelectronics business offers its products under various brand names, including Cermax^®, Heimann^™, ColdBlue^™, MultiBlue^™, Power Systems, Amorphous Silicon and Reticon^®.

Fluid Sciences

Our Fluid Sciences business provides a variety of precision valves, seals, bellows and pneumatic joints for critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication facilities. This business has an extensive network of strategic alliances with major original equipment manufacturers worldwide. For fiscal 2004, our Fluid Sciences business generated sales of $243.8 million.

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In the aerospace market, we are a leading provider of sealing and pneumatic systems for large commercial transport aircraft, military, business and regional jets. Most major aircraft and turbine engine manufacturers use our products to reduce leakage and improve reliability. For example, we design and produce high-pressure accumulators used to moderate pressure in hydraulic systems that provide additional hydraulic power when heavy demands are placed on the system. New fleet orders and maintenance on existing aircraft generally create demand for our aerospace products and services.

In the semiconductor equipment market, we provide components, sub-assembly integration and processing services to many of the world’s leading semiconductor equipment manufacturers. Our bellows sealing and linear motion devices are used on wafer-processing equipment manufactured by the world’s leading semiconductor equipment manufacturers. Building upon our understanding of our customers’ needs, we have expanded our product offerings to include a broad range of assemblies and related after-market services used in semiconductor wafer-processing equipment and maintenance.

We also provide static and dynamic seals that reduce emissions and improve efficiency on many new power generation equipment platforms. Our fluid testing business has been providing fuel and lubricant testing services for almost 50 years to the gasoline refining and petrochemical industries.

Principal Products. The principal products of our Fluid Sciences business include:

In addition, our Fluid Sciences business is experiencing increased opportunities to supply higher value, vertically integrated assemblies and after-market services to the general aerospace end markets as well as semiconductor wafer-processing equipment manufacturers.

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New Products. New product releases by our Fluid Sciences business include:

Brand Names. Our Fluid Sciences business offers its products under various brand names, including Belfab^®, Callisto^™, Centurion^™, U-Plex Seals^™, E-Seals^™, Rigid E-Seal Joints^™ and PressureScience^™.

Marketing

All of our businesses market their products and services directly through their own specialized sales forces. As of January 2, 2005, we had approximately 2,600 internally employed sales and service representatives operating in approximately 40 countries and marketing products and services in approximately 125 countries. In addition, in geographic regions where we do not have a sales and service presence, we utilize distributors to sell our products.

Raw Materials and Supplies

Each of our businesses uses raw materials and supplies that are generally readily available in adequate quantities from domestic and foreign sources. We typically do not have long-term contracts with any of our suppliers. In some cases, we may rely on a single supplier for particular items, although we believe that we could obtain these items from alternative suppliers, if necessary.

Intellectual Property

We own numerous United States and foreign patents and have patent applications pending in the United States and abroad. We also license intellectual property rights to and from third parties, some of which bear royalties and are terminable in specified circumstances. In addition to our patent portfolio, we possess a wide array of unpatented proprietary technology and know-how. We also own numerous United States and foreign trademarks, registered trademarks and trade names for a variety of our product names, and have applications for the registration of trademarks and trade names pending in the United States and abroad. We believe that patents and other proprietary rights are important to the development of each of our reporting segments, but we also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain the competitive position of each of our reporting segments. We do not believe that the loss of any one patent or other proprietary right would have a material adverse effect on our overall business or on any of our reporting segments.

In some cases, we may participate in litigation or other proceedings to defend against or assert claims of infringement, to enforce our patents or our licensors’ patents, to protect our trade secrets, know-how or other intellectual property rights, or to determine the scope and validity of our or third parties’ intellectual property rights. Litigation of this type could result in substantial cost to us and diversion of our resources. An adverse

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outcome in any litigation or proceeding could subject us to significant liabilities or expenses, require us to cease using disputed intellectual property or cease the sale of a commercial product or require us to license the disputed property from third parties. We are currently one of several parties defending litigation brought by Enzo Biochem, Inc. and Enzo Life Sciences, Inc. alleging that our Life and Analytical Sciences business breached our distributorship and settlement agreements with the plaintiffs, infringed the plaintiffs’ patents, engaged in unfair competition and fraud and committed torts against the plaintiffs by, among other things, engaging in commercial development and exploitation of the plaintiffs’ patented products and technology, separately and together with the other defendants. See “Item 3. Legal Proceedings” for a discussion of this matter.

Backlog

We believe that backlog is not a meaningful indicator of future business prospects for any of our business units due to the short lead time required on a majority of our sales. Therefore, we believe that backlog information is not material to an understanding of our business.

Competition

Because of the wide range of our products and services, we face many different types of competition and competitors. This affects our ability to sell our products and services and the prices at which these products and services are sold. Our competitors range from large foreign and domestic organizations that produce a comprehensive array of goods and services and that may have greater financial and other resources than we do, to small firms producing a limited number of goods or services for specialized market segments.

In our Life and Analytical Sciences reporting segment, we compete on the basis of service level, price, technological innovation, product differentiation, product availability and quality and reliability. Competitors range from multinational organizations with a wide range of products to specialized firms that in some cases have well- established market niches. We expect the proportion of large competitors in this reporting segment to increase through the continued consolidation of competitors.

We do not believe any single competitor competes directly with our Optoelectronics reporting segment across its full product range. However, we do compete with specialized manufacturing companies in the manufacturing and sale of specialty flashtubes and ultraspecialty lighting sources, photodetectors and photodiodes and switched power supplies. Competition is based on price, technological innovation, operational efficiency, and product reliability and quality.

Competition in our Fluid Sciences reporting segment is typically based on product performance and innovation, quality, service and price. In a few markets, competitors are large, diversified engineering and manufacturing concerns. Most of our competitors, however, are small specialized manufacturing companies offering limited product lines for narrow market segments. Competition for lubricant testing services is primarily from one large non-profit institute and some customer-owned laboratories, and is mainly based on quality and price.

We believe we compete effectively in each of the areas in which our businesses experience competition.

Research and Development

PerkinElmer-sponsored research and development expenditures were approximately $87.1 million during fiscal 2004, approximately $81.4 million during fiscal 2003 and approximately $85.0 million during fiscal 2002.

We directed our research and development efforts in both 2004 and 2003 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment and medical digital imaging and Cermax Lighting within our Optoelectronics reporting segment.

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Environmental Matters

Our operations are subject to various foreign, federal, state and local environmental and safety laws and regulations. These requirements include those governing emissions and discharges of hazardous substances, the remediation of contaminated soil and groundwater, the regulation of radioactive materials and the health and safety of our employees.

We may have liability under the Comprehensive Environmental Response Compensation and Liability Act, and comparable state statutes that impose liability for investigation and remediation of contamination without regard to fault, in connection with materials that we or our former businesses sent to various third-party sites. We have incurred, and expect to incur, costs pursuant to these statutes.

We are conducting a number of environmental investigations and remedial actions at current and former locations and, along with other companies, have been named a potentially responsible party for specific waste disposal sites. We accrue for environmental issues in the accounting period in which our responsibility is established and when the cost can be reasonably estimated. We have accrued $3.8 million as of January 2, 2005, representing management’s estimate of the total cost for the ultimate disposition of known environmental matters. This amount is not discounted and does not reflect the potential recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur and the possible effects of changing laws and regulations. We expect that these accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, we review these liabilities and adjust them to reflect additional information as it becomes available. There have been no environmental problems to date that have had or that we expect to have a material effect on our financial position, results of operations or cash flows. While it is possible that we may incur a material loss exceeding the amounts recorded, we do not expect the potential exposure to be materially different than the amounts recorded.

We may become subject to new or unforeseen environmental costs or liabilities. Compliance with new or more stringent laws or regulations, stricter interpretations of existing laws or the discovery of new contamination could cause us to incur additional costs.

Employees

As of January 2, 2005, we employed approximately 10,000 employees. Several of our subsidiaries are parties to contracts with labor unions and workers’ councils. As of January 2, 2005, we employed an aggregate of approximately 2,100 union and workers’ council employees. We consider our relations with employees to be satisfactory.

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Financial Information About Reporting Segments

The table below sets forth sales and operating profit (loss) by reporting segment for the 2004, 2003 and 2002 fiscal years:

Our Security and Detection Systems, formerly included in the Life and Analytical Sciences reporting segment, Telecommunications Components, Entertainment Lighting, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses, all formerly included in the Optoelectronics reporting segment, are discontinued operations and therefore have not been included in the preceding table.

Additional information relating to our reporting segments for the 2004, 2003, and 2002 fiscal years is as follows:

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Financial Information About Geographic Areas

The following geographic area information for continuing operations includes sales based on location of external customer and net property, plant and equipment based on physical location:

Each of our reporting segments conducts business in, and derives substantial revenue from, various countries outside the United States. During fiscal 2004, we had $903.1 million in sales from our international operations, representing approximately 54% of our total sales. During fiscal 2004, we derived approximately 76% of our international sales from our Life and Analytical Sciences reporting segment, approximately 20% of our international sales from our Optoelectronics reporting segment and approximately 4% of our international sales from our Fluid Sciences reporting segment. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales in the future.

We are exposed to the risks associated with international operations, including exchange rate fluctuations, regional and country-specific political and economic conditions, foreign receivables collection concerns, trade protection measures and import or export licensing requirements, tax risks, staffing and labor law concerns, intellectual property protection risks and differing regulatory requirements.

Item 2.     Properties

As of January 2, 2005, our continuing operations occupied approximately 3,207,000 square feet. We own approximately 1,154,000 square feet of this space and lease the balance. Our headquarters occupies 53,000

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square feet of leased space in Wellesley, Massachusetts. We conduct our other operations in manufacturing and assembly plants, research laboratories, administrative offices and other facilities located in 12 states and 36 foreign countries.

Facilities outside of the United States account for approximately 1,481,000 square feet of our owned and leased property, or approximately 46% of our total occupied space.

Our real property leases are both short-term and long-term. We believe that our properties are well-maintained and are adequate for our present requirements.

The following table indicates, as of January 2, 2005, the approximate square footage of real property owned and leased attributable to the continuing operations of each of our reporting segments:

Item 3.     Legal Proceedings

We are subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner that is unfavorable to us. In addition:

Our subsidiary, EG&G Rocky Flats, Inc., and two other companies were served with a complaint in January 2000 naming EG&G Rocky Flats, Inc. as a defendant in a civil false claim action pending in the United States District Court for the District of Colorado, involving alleged false claims arising out of security issues at the United States Department of Energy’s Rocky Flats Plant. In response to a motion filed by the United States Department of Justice, the District Court dismissed the case. In February 2004, the United States Court of Appeals for the Tenth Circuit affirmed the District Court’s dismissal of the case. Further appeals are possible.

In papers dated July 1, 2002, Kevin Hatch filed a purported class action lawsuit in the United States District Court for the District of Massachusetts, Civil Action No. 02-11314 GAO, against PerkinElmer, Inc. and certain of our senior officers, on behalf of himself and purchasers of our common stock between July 15, 2001 and April 11, 2002. The lawsuit seeks an unspecified amount of damages and claims violations of Sections 10(b) and 20(a) of, and Rule 10b-5 under, the Securities Exchange Act of 1934, alleging various statements made during the putative class period by PerkinElmer and its management were misleading with respect to our prospects and future operating results. At least eleven virtually identical lawsuits subsequently have been filed in the United States District Court for the District of Massachusetts against PerkinElmer. The Court granted the plaintiffs’ motion to consolidate these matters, and on January 13, 2003, the plaintiffs filed an amended complaint. On February 25, 2003, we and the other defendants filed a motion to dismiss the lawsuit. The motion was opposed by the plaintiffs, and oral arguments concerning the motion took place on May 5, 2003. On September 30, 2003, the Court issued a memorandum and order denying the motion to dismiss. On October 10, 2003, we and the other defendants filed a motion for reconsideration or, in the alternative, for an order allowing immediate appeal of several issues of law to the appellate court. On October 23, 2003, the plaintiffs filed an opposition to the motion for reconsideration. Our and the other defendants’ answers to the amended complaint were filed on November 6, 2003. On September 7, 2004, the Court issued a memorandum and order denying the defendants’ motion for reconsideration or, in the alternative, for an order allowing immediate appeal of several issues of law to the appellate court.

In papers dated June 28, 2004, David Jaroslawicz filed a purported derivative action in the United States District Court for the District of Massachusetts against certain of our senior officers and four of our directors, and nominal defendant PerkinElmer seeking unspecified damages and purporting to make claims of breach of fiduciary duty, gross negligence, breach of contract, breach of duty of loyalty and unjust enrichment. At least one

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virtually identical derivative action was subsequently filed in the United States District Court for the District of Massachusetts. On August 24, 2004, the plaintiffs filed a motion to consolidate the cases. The derivative complaints contain allegations similar to those included in the Hatch matter described above, in addition to claims that certain defendants engaged in insider trading and that members of our audit committee breached their duties to us by failing to establish and maintain an adequate system of internal controls to assure that proper revenue recognition practices were being followed. On January 28, 2005, the parties to the derivative actions filed a joint stipulation and proposed pretrial order, agreeing to consolidate the cases and proposing a schedule for filing a consolidated derivative complaint and responsive pleadings.

In papers dated October 23, 2002, Enzo Biochem, Inc. and Enzo Life Sciences, Inc. filed a complaint in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham PLC, Amersham BioSciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid BioSciences, Inc. The six count complaint alleges that we have breached our distributorship and settlement agreements with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. On May 28, 2003, the Court severed the lawsuit and ordered Enzo Life Sciences to serve individual complaints against the five defendants. Enzo Life Sciences served its new complaint on July 16, 2003, and we subsequently filed an answer denying the substantive allegations and including a counterclaim alleging that several of Enzo’s patents are invalid.

On October 17, 2003, Amersham Biosciences Corp. filed a complaint, which was subsequently amended, in the United States District Court for New Jersey, Civil Action No. 03-4901, against our subsidiary, PerkinElmer LAS, Inc., alleging that our ViewLux^™ and certain of our Image FlashPlates^™ infringe three of Amersham’s patents related to high-throughput screening. On August 18, 2004, Amersham Plc filed a complaint against two of our United Kingdom based subsidiaries, PerkinElmer Life Sciences (UK) Ltd. and PerkinElmer LAS (UK) Ltd., in the Patent Court of the English High Court of Justice, Case No. 04C02688, alleging that the same PerkinElmer products infringe Amersham’s European (United Kingdom) patent granted in August 2004. Amersham seeks injunctive and monetary relief in both cases. We subsequently filed an answer in both cases denying the substantive allegations and including affirmative defenses and counterclaims. On October 29, 2003, PerkinElmer LAS, Inc. filed a complaint, which was subsequently amended, against Amersham Biosciences Corp. in the United States District Court for Massachusetts, Civil Action No. 03-12098, alleging that Amersham’s IN Cell Analyzer, LEADseeker^™ Multimodality Imaging system and certain Cyclic AMP and IP3 assays infringe two of our patents related to high-throughput screening. We seek injunctive and monetary relief. Amersham subsequently filed an answer denying the substantive allegations and including affirmative defenses and counterclaims.

On June 14, 2002, we sold our Security and Detection Systems business to L-3 Communications Corporation. L-3 and several of its affiliates have been named as defendants in litigation arising out of the terrorist attacks on September 11, 2001. Among the claims in that litigation are allegations that there were defects in the products of the Security and Detection Systems business that we sold to L-3. L-3 has asserted that we are contractually obligated to indemnify L-3 for any liability it may incur as a result of that litigation. By letter dated January 20, 2005, L-3 has agreed to release us from any and all claims relating to the events of September 11, 2001. L-3 also agreed to irrevocably withdraw its claim for indemnification. In exchange for this release and withdrawal of indemnification, we have agreed to join as a plaintiff in a lawsuit filed by L-3 in the Superior Court of the Commonwealth of Massachusetts, Civil Action No. 03-05810-BLS1 against Reveal Imaging Technologies and former employees of PerkinElmer. The lawsuit alleges that the defendants breached their obligations under agreements with PerkinElmer, including their obligations to assign to our Security and Detection Systems business (now owned by L-3) the inventions they made while employed by such business.

We intend to defend ourselves vigorously in all of the above matters. We are currently unable, however, to determine whether resolution of any or all of these matters will have a material adverse impact on our financial position or consolidated results of operations.

Item 4.     Submission of Matters to A Vote of Security Holders

Not applicable.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Listed below are our executive officers as of March 11, 2005. No family relationship exists between any one of these officers and any of the other executive officers or directors.

Gregory L. Summe, 48.    Mr. Summe was named Chief Executive Officer of PerkinElmer effective January 1, 1999 and Chairman effective April 27, 1999. He was appointed President and Chief Operating Officer and elected to our Board of Directors in February 1998. From 1993 to 1998, Mr. Summe held several management positions with AlliedSignal, Inc., now Honeywell International: President of the Automotive Products Group, President of Aerospace Engines and President of General Aviation Avionics. Prior to joining AlliedSignal, he worked at General Electric, and was a partner at McKinsey & Company where he worked from 1983 to 1992. Mr. Summe is a director of State Street Corporation.

Robert F. Friel, 49.    Mr. Friel joined us in February 1999 as our Senior Vice President and Chief Financial Officer. Since November 2004, he has served as our Executive Vice President and Chief Financial Officer, with responsibility for business development and information technology in addition to his oversight of the finance functions. From 1980 to 1999, he held several positions at AlliedSignal, Inc., now Honeywell International, including Corporate Vice President and Treasurer from 1997 to 1999 and Vice President, Finance and Administration of Aerospace Engines from 1992 to 1996. Mr. Friel is a director of Fairchild Semiconductor Corp.

John P. Murphy, 38.    Mr. Murphy joined us in August 2001 as our Senior Vice President and President of our Optoelectronics business. Since November 2004, he has served as Executive Vice President and Chief Operating Officer of PerkinElmer, Inc. From July 2000 to August 2001, Mr. Murphy served as Vice President and General Manager of the Business Regional and General Aviation Unit of Honeywell International. From July 1993 to June 2000, Mr. Murphy served at AlliedSignal, Inc., now Honeywell International, a diversified technology and manufacturing company, in various capacities, most recently as Vice President and General Manager of Business and General Aviation.

Robert A. Barrett, 61.    Mr. Barrett has served as President of our Fluid Sciences business since May 1998 and was appointed Senior Vice President in October 2002. From 1990 to 1998, he served as President and General Manager of our Pressure Science division.

Peter B. Coggins, 56.    Dr. Coggins joined us in July 2002 as our Senior Vice President and President of our Life Sciences business. He currently serves as President of our Life and Analytical Sciences business. From 1994 to June 2002, Dr. Coggins served in various capacities at Amersham BioSciences, a developer of systems for medical research, drug discovery and manufacture, most recently as Executive Vice President, Global Sales and Marketing, Chairman of the Board of Amersham Japan KK and a member of the Amersham BioScience Executive Committee.

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Richard F. Walsh, 52.    Mr. Walsh joined us in July 1998 as our Senior Vice President of Human Resources. From 1995 to 1998, he served as Senior Vice President of Human Resources of ABB Americas, Inc., the United States subsidiary of an international engineering company. Prior to that, Mr. Walsh held a number of managerial positions in human resources with ABB starting in 1989. His prior employment was with Unilever where he spent nine years in human resource management.

Jeffrey D. Capello, 40.    Mr. Capello joined us in June 2001 as our Vice President of Finance and was named Chief Accounting Officer in April 2002. From 1997 to June 2001, he served as a partner at PricewaterhouseCoopers LLP, a public accounting firm, initially in the United States and later in the Netherlands.

John A. Roush, 39.    Mr. Roush was named Vice President of PerkinElmer and President of the Optoelectronics business in November 2004. Mr. Roush joined us in 1999 as the General Manager of a specialty lighting division within our Optoelectronics business and subsequently held several additional roles with Optoelectronics. From 2001 to 2002, he served as Vice President & General Manager of our Sensors business, and from 2002 to 2004, he held the role of Vice President of Sales & Product Management. Before joining the Company, Mr. Roush held leadership positions with General Electric, Allied Signal, Inc., now Honeywell International, and McKinsey & Company.

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PART II

Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price of Common Stock

Our common stock is listed and traded on the New York Stock Exchange. The following table sets forth the high and low per share sale prices for our common stock on that exchange for each fiscal quarter in 2004 and 2003.

As of March 7, 2005, we had approximately 8,304 holders of record of our common stock.

Dividends

During the 2004 and 2003 fiscal years, we declared regular quarterly cash dividends on our common stock. The table below sets forth the cash dividends per share that we declared on our common stock during each of those fiscal years, by quarter. Our senior credit facility and the indenture governing our outstanding 8 ⁷/8% senior subordinated notes contain restrictions that may limit our ability to pay our regular quarterly cash dividends in the future if we are unable to comply with certain financial covenants that primarily relate to cash flow.

For further information related to our stockholders’ equity, refer to Note 18 included in our notes to consolidated financial statements.

The following table sets forth selected historical financial information as of and for each of the fiscal years in the five-year period ended January 2, 2005. We derived the selected historical financial information as of and for each of the fiscal years in the three-year period ended January 2, 2005 from our audited consolidated financial statements which are included elsewhere in this annual report on Form 10-K. We derived the selected historical financial information as of and for the fiscal years ended December 30, 2001 and December 31, 2000 from our audited consolidated financial statements which are not included in this annual report on Form 10-K. As with our financial statements for the fiscal years end January 2, 2005, December 28, 2003 and December 29, 2002, we adjusted the information in the financial statements for the fiscal years ended December 30, 2001 and December 31, 2000, where appropriate, to account for the discontinuance of our Telecommunications Components, Entertainment Lighting, Technical Services, Security and Detection Systems, Electroformed Products, Ultraviolet Lighting and Computer-To-Plate businesses.

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Our historical financial information may not be indicative of our results of operations or financial position that you should expect in the future.

You should read the following selected historical financial information together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, included elsewhere in this annual report on Form 10-K.

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This annual report on Form 10-K, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the consolidated financial statements and notes to consolidated financial statements that we have included elsewhere in this annual report on Form 10-K. 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,” “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 “Forward-Looking Information and Factors Affecting Future Performance” 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 scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets. We design, manufacture, market and service products and systems within three businesses, each constituting one reporting segment:

Formation of our Life and Analytical Sciences Business Unit

We combined our Life Sciences and Analytical Instruments businesses to form our Life and Analytical Sciences business in the fourth quarter of 2002 to improve our operational scale, which we believe is enabling us to better serve our customers and more fully capitalize on the strengths of the combined businesses’ sales, service and research and development organizations. In the second quarter of 2003, we completed many of the changes involved in combining the two businesses, including the integration of facilities and management reporting and other systems.

Accounting Period

Our fiscal year ends on the Sunday nearest December 31. We report fiscal years under a 52/53 week format. Under this method, certain years will contain 53 weeks. The fiscal year ended January 2, 2005 included 53 weeks. The fiscal years ended December 28, 2003 and December 29, 2002 included 52 weeks. We believe that this additional week of operations had a $2.9 million beneficial impact on revenue and an immaterial impact on operating profit.

Consolidated Results of Continuing Operations

Sales

2004 Compared to 2003.    Sales for 2004 were $1,687.2 million, versus $1,532.1 million during 2003, an increase of $155.1 million, or 10%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $47.1 million in 2004, as compared to 2003. The overall increase in sales reflects a $59.1 million, or 6%, increase in our Life and Analytical Sciences segment sales, which grew from $1,003.7 million in 2003 to

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$1,062.8 in 2004, and reflects approximately $39.2 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2003. Our Optoelectronics segment sales grew $31.9 million, or 9%, from $348.7 million in 2003 to $380.6 million in 2004, including approximately $6.5 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2003. The Fluid Sciences segment grew sales by $64.1 million, or 36%, from $179.7 million in 2003 to $243.8 million in 2004, including approximately $1.4 attributable to favorable changes in foreign exchange rates, as compared to 2003.

2003 Compared to 2002.    Sales for 2003 were $1,532.1 million, versus $1,501.0 million during 2002, an increase of $31.1 million, or 2%. Changes in foreign exchange rates, primarily the Euro, increased sales by approximately $73.0 million in 2003, as compared to 2002. The overall increase in sales reflects a $12.0 million, or 1%, increase in our Life and Analytical Sciences segment sales, which grew from $991.7 million in 2002 to $1,003.7 in 2003, and includes approximately $61.0 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2002. Our Optoelectronics segment sales grew $28.9 million, or 9%, from $319.8 million in 2002 to $348.7 million in 2003, including approximately $10.0 million in sales attributable to favorable changes in foreign exchange rates, as compared to 2002. The increased sales in our Life and Analytical Sciences and Optoelectronics segments were offset by a decrease in sales of $9.8 million, or 5%, in our Fluid Sciences segment, which declined from $189.5 million in 2002 to $179.7 million in 2003. Changes in foreign exchange rates increased Fluid Sciences segment sales by approximately $2.4 million in 2003, as compared to 2002.

Cost of Sales

2004 Compared to 2003.    Cost of sales for 2004 was $1,006.7 million, versus $900.8 million for 2003, an increase of $105.9 million, or 11.8%. As a percentage of sales, cost of sales increased to 59.7% in 2004 from 58.8% in 2003, resulting in a decrease in gross margin of 90 basis points from 41.2% in 2003 to 40.3% in 2004. The decrease in gross margin was largely attributable to greater revenue contribution, as a percentage of overall sales, from Optoelectronics and Fluid Sciences versus Life and Analytical Sciences. Although our Optoelectronics and Fluid Sciences segments have lower gross margins than our Life and Analytical Sciences segment, they also have lower operating expenses as a percentage of sales.

2003 Compared to 2002.    Cost of sales for 2003 was $900.8 million, versus $898.5 million for 2002, an increase of $2.3 million, or 0.2%. As a percentage of sales, cost of sales decreased to 58.8% in 2003 from 59.9% in 2002, resulting in an increase in gross margin of 110 basis points from 40.1% in 2002 to 41.2% in 2003. The 110 basis point increase in gross margin was primarily attributable to a 2002 $17.2 million inventory adjustment charge recorded within our Optoelectronics segment. We did not record a similar charge in 2003.

Research and Development Expenses

2004 Compared to 2003.    Research and development expenses for 2004 were $87.1 million versus $81.4 million in 2003, an increase of $5.7 million, or 7%. As a percentage of sales, research and development expenses decreased to 5.2% in 2004 from 5.3% in 2003, due to the increase in sales. We directed research and development efforts during 2004 and 2003 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment and medical digital imaging and Cermax lighting within our Optoelectronics reporting segment. We expect our research and development spending to increase in 2005 and to continue to emphasize the health sciences end markets.

2003 Compared to 2002.    Research and development expenses for 2003 were $81.4 million versus $85.0 million in 2002, a decrease of $3.6 million, or 4%. As a percentage of sales, research and development expenses decreased to 5.3% in 2003 from 5.7% in 2002, primarily due to our consolidation of research and development activities to take advantage of increased synergies and corresponding cost savings as a result of fewer sites. We directed research and development efforts during 2003 and 2002 primarily toward genetic screening and biopharmaceutical end markets within our Life and Analytical Sciences reporting segment, and medical digital imaging and industrial sensors within our Optoelectronics reporting segment.

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Selling, General and Administrative Expenses

2004 Compared to 2003.    Selling, general and administrative expenses for 2004 were $387.5 million, versus $386.0 million for 2003, an increase of $1.5 million, or 0.4%. As a percentage of sales, selling, general and administrative expenses decreased 220 basis points to 23.0% in 2004 from 25.2% in 2003. The decrease as a percentage of sales of 220 basis points in 2004 was predominately due to net productivity improvements and cost reductions in our Life and Analytical Sciences reporting segment.

2003 Compared to 2002.    Selling, general and administrative expenses for 2003 were $386.0 million, versus $430.8 million for 2002, a decrease of $44.8 million, or 10%. As a percentage of sales, selling, general and administrative expenses decreased 350 basis points to 25.2% in 2003 from 28.7% in 2002. Proportionately, the decrease as a percentage of sales of 350 basis points in 2003 was due to a 200 basis point decrease attributable to reduced expenses in Life and Analytical Sciences, a 100 basis point decrease in Optoelectronics and a 50 basis point decrease in Fluid Sciences. The overall decrease in selling, general and administrative expenses was primarily due to productivity improvements throughout our company, including cost savings we derived from restructuring actions.

Restructuring (Reversals) Charges, Net

2004 Compared to 2003.    Restructuring charges for 2004 were zero versus $3.5 million of net reversals for 2003. The 2003 reversals comprised a combination of our 2003 changes in estimates of $5.8 million and our 2003 charges of $2.3 million. The following table summarizes our restructuring accrual balances and related activity by restructuring plan during 2004, 2003 and 2002:

Q2 2003 Plan:

During 2003, we incurred a $2.3 million restructuring charge in Life and Analytical Sciences and Optoelectronics, which we refer to as our “Q2 2003 Plan”. The purpose of the restructuring was to further improve performance and take advantage of synergies between our former Life Sciences and Analytical Instruments businesses which we began integrating in the fourth quarter of 2002. The principal actions in this restructuring plan included lower headcount due to the continued integration of the Life and Analytical Sciences business in a European manufacturing and customer care center as well, as headcount reduction at one of the Optoelectronics manufacturing facilities to reflect recent declining demand for several product lines. We planned to reduce headcount by 120. We recorded restructuring charges by segment for 2003 as follows:

This restructuring charge was primarily recorded in the second quarter of 2003. However, we recorded additional charges of $0.5 million and $0.1 million in the third and fourth quarters of 2003, as required by SFAS 146, as some employees who were notified of their employment termination in the second quarter were required to work for a period of time prior to receiving their severance. In addition, in the fourth quarter of 2003, we

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recorded a pre-tax restructuring reversal of $0.4 million due to 30 fewer employee terminations as a result of higher attrition rates in several countries prior to ultimate termination and, accordingly, lower severance costs.

During 2004, we completed all actions under the Q2 2003 Plan, with the exception of a headcount reduction of one person that we expect to complete by the second quarter of 2005.

Q4 2002 Plan:

In connection with our decision to combine our Life Sciences and Analytical Instruments businesses in order to reduce costs and achieve operational efficiencies, we recorded a pre-tax restructuring charge of $26.0 million during the fourth quarter of 2002, which we refer to as our Q4 2002 Plan. The Q4 2002 Plan allowed us to combine many business functions worldwide, with the intention to better serve our customers and more fully capitalize on the strengths of the businesses’ sales, service and research and development organizations. The principal actions in the Q4 2002 Plan included planned workforce reductions of 546 people, closure of approximately 20 facilities and disposal of underutilized assets.

The Q4 2002 Plan resulted in the integration of our United States Life and Analytical Sciences sales, service and customer care centers, the integration of European customer care and finance centers, the merging of a former Life Sciences European manufacturing facility with a former Analytical Instruments European manufacturing facility, and the merging of a portion of a former Life Sciences research and development facility in Europe with a former Analytical Instruments facility in Europe.

During 2003, we expended $13.8 million to execute these actions. In addition, we recorded a reversal of $6.2 million in the Q4 2002 Plan due to 182 fewer terminations as a result of higher than expected employee attrition rates in several countries prior to ultimate termination and lower severance costs for actual terminations.

During 2004, we expended an additional $3.3 million to execute these actions. The remaining liability associated with the Q4 2002 Plan represents severance related to 11 employees and ongoing lease commitments. We expect to settle the remaining severance liability by the end of the first quarter of 2005. Our current estimate is that our lease commitments on unoccupied buildings vary in length but primarily extend until mid-2005.

Q1 2002 Plan:

During the first quarter of 2002, our management developed a plan to restructure several businesses. We refer to these activities as our Q1 2002 Plan. The plan resulted in pre-tax restructuring charges totaling $9.2 million. The principal actions in the Q1 2002 Plan included planned workforce and overhead reductions resulting from reorganization activities, including the closure of a manufacturing facility, disposal of underutilized assets and general cost reductions.

Q1 2002 Plan charges in our Life and Analytical Sciences segment totaled $5.5 million. These charges comprised $4.4 million in severance costs, $1.0 million in asset impairments and $0.1 million in lease commitments. The charges were a result of actions we took as a response to decreased sales of components in our Life and Analytical Sciences business. These actions under the charges primarily included the downsizing of an additional manufacturing location and streamlining of the global sales and research and development organizations, primarily in Europe, Japan and the Pacific Rim. We took these actions to reduce the number of employees in components of our business that had experienced declining demand.

Q1 2002 Plan charges in our Optoelectronics segment totaled $3.7 million, comprising $3.5 million in severance costs and $0.2 million in asset write-offs. This charge was primarily due to the removal of a layer of management structure within our Optoelectronics reporting segment which led to a flatter and less expensive organization structure.

Total headcount was reduced by 276.

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During 2003, we recorded a restructuring reversal of $1.0 million in the Q1 2002 Plan primarily due to lower than expected employee separation costs associated with our Optoelectronics segment.

During 2004, we expended $0.1 million to complete the remaining actions associated with the Q1 2002 Plan.

Q4 2001 Plan:

During the fourth quarter of 2001, in connection with the integration of Packard and a restructuring of our sales offices in Europe, we recorded a restructuring charge of $9.2 million in our Life and Analytical Sciences segment and incurred $1.6 million in charges in 2002. We refer to these activities as our Q4 2001 Plan. The principal actions in the Q4 2001 Plan included the closing or consolidation of several leased sales and services offices in Europe, as well as costs associated with the closure of a manufacturing facility in Europe, the closure of leased manufacturing facilities in the United States and the disposal of related assets.

In 2003, we recorded an additional pre-tax restructuring charge associated with the Q4 2001 Plan of $1.8 million. This charge was primarily due to additional severance and severance related benefits of the previously identified employees associated with the closure of our European manufacturing facility in the Life and Analytical Sciences segment.

In 2004, we expended $1.0 million to execute the actions associated with the Q4 2001 Plan. We will pay the remaining balance in 2005 for previously identified employees associated with the closure of our European manufacturing facility in the Life and Analytical Sciences segment.

(Losses) Gains on Dispositions

2004 Compared to 2003.    Dispositions resulted in a net loss of $0.4 million in 2004 versus a net gain of $2.7 million in 2003. Loss on dispositions in 2004 included a $0.7 million loss from the sale of a business and was partially offset by a $0.3 million gain from the sale of facilities. Gains on dispositions in 2003 included $2.2 million from sales of facilities and $0.5 million from post closing adjustments relating to the resolution of contingencies related to the sale of our Instruments for Research and Applied Sciences business, which we refer to as IRAS.

2003 Compared to 2002.    Dispositions resulted in a net gain of $2.7 million in 2003 versus a net gain of $5.2 million in 2002. Gains on dispositions in 2002 included $4.4 million from the sale of facilities and $0.8 million from post closing entries relating to our sale of our IRAS business, which was formerly part of our Life and Analytical Sciences segment.

Amortization of Intangible Assets

2004 Compared to 2003.    Amortization of intangible assets was $28.5 million in 2004 and $28.3 million in 2003. Slight increases in the Life and Analytical Sciences amortization due to the effect of foreign exchange were partially offset by slight decreases in Fluid Sciences amortization.

2003 Compared to 2002.    Amortization of intangible assets was $28.3 million for both 2003 and 2002. Slight increases in the Life and Analytical Sciences amortization due to the effect of foreign exchange were offset by slight decreases in Optoelectronics and Fluid Sciences amortization.

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Interest and Other Expense, Net

Interest and other expense, net consisted of the following:

2004 Compared to 2003.    Interest and other expense, net for 2004 was $40.3 million versus $56.4 million for 2003, a decrease of $16.1 million or 29%. The decrease in interest and other expense, net in 2004 as compared to 2003, was due primarily to approximately $100.0 million of lower average outstanding term loan balances combined with lower interest rates applicable to our term loan due to an amendment of our credit facility in the fourth quarter of 2003. A more complete discussion of our liquidity is set forth below under the heading, “Liquidity and Capital Resources.” The remaining decrease in interest and other expense was the result of (i) swapping $100 million of our 8.875% Notes from fixed rate debt to a floating rate based on six-month USD Libor in January 2004, resulting in a $2.2 million decrease in interest expense, and (ii) $2.3 million of net interest expense not incurred in 2004 as it was related to our zero coupon convertible debentures which we redeemed in 2003. The decrease in interest and other expense was partially offset by our increased acceleration of debt issuance costs of $4.1 million resulting from partial prepayments of our term debt during 2004 versus $1.9 million in 2003. We expect interest expense in 2005 to decrease due to lower outstanding debt balances and the expected benefit derived from the January 2005 swapping of an additional $100 million of our 8.875% Notes from fixed rate debt to a floating rate based on six-month USD Libor.

2003 Compared to 2002.    Interest and other expense, net for 2003 was $56.4 million versus $32.9 million for 2002, an increase of $23.5 million or 71%. The increase in interest and other expense, net in 2003 as compared to 2002, was due primarily to higher average borrowing rates resulting from our financing completed in December 2002. The remaining increase in interest and other expense, net of $3.0 million was due primarily to our increased acceleration of the amortization of debt issuance costs of $1.9 million resulting from partial prepayments of our term debt during 2003 versus $0.4 million in 2002 and $0.6 million of transaction costs we incurred in the fourth quarter of 2003 in connection with amending our credit facility to reduce the margin applicable to our term loan.

Provision/Benefit for Income Taxes

2004 Compared to 2003.    The 2004 provision for income taxes was $38.5 million, versus a provision of $27.5 million in 2003. The 2004 effective tax rate was 28.2% as compared to the 2003 effective tax rate of 32.2%. The change in the effective tax rate was primarily due to $10.4 million of benefit associated with the resolution of our successful appeal in 2004 of an Internal Revenue Service audit finding with respect to our 1997 and 1998 taxes, additional benefits resulting from the conclusion of Canadian and U.K. tax audits, reduction in state tax expense and our use of existing, and our reduced generation of new, net operating losses. These benefits were partially offset by an accrual of $8.7 million for the estimated U.S. tax cost of repatriation calculated under the homeland investment provisions of the American Jobs Creation Act of 2004.

2003 Compared to 2002.    The 2003 provision for income taxes was $27.5 million, versus a benefit of $3.5 million in 2002. Our 2003 effective tax rate was 32.2% as compared to our 2002 effective tax rate of 69.7%. The change in our effective tax rate was primarily due to a relatively high ratio in 2002 of permanent tax differences to loss from continuing operations before income taxes.