FLIR Systems, Inc. Annual Report 2003 FLIR Systems, Inc. is a world leader in the design, manufacture and marketing of thermal imaging and stabilized camera systems for a wide variety of thermography and imaging applications including condition monitoring, research and development, manufacturing process control, airborne observation and broadcast, search and rescue, drug interdiction, surveillance and reconnaissance, navigation safety, border and maritime patrol, environmental monitoring and ground-based security. To Our Shareholders: penetration into the R&D and OEM markets. In addition, we I am pleased to report that 2003 also benefit by Indigo's most was an excellent year for FLIR important and precious asset: Systems and our shareholders. their employees. From the We achieved record financial moment we closed this results in both our Imaging and transaction in early January of Thermography lines of business. this year, we have been working We also took significant steps to on three important goals. secure the future of FLIR and provide long-term value to our First, integrating Indigo's shareholders by successfully components into FLIR's existing placing $210 million in product lines, thus realizing convertible notes at attractive what we expect to be significant terms, and using the proceeds cost savings, starting in the to acquire Indigo Systems second half of this year and fully Corporation. I'll comment more realizing those savings in 2005. about the importance of that Second, reconciling how we will acquisition later in this letter, but jointly pursue the very attractive first let me share with you some markets we serve. Indigo and other highlights of 2003. FLIR generally pursue different During 2003, revenues increased 19% to $312 markets and we want to make certain to capitalize million, a new record that reflected a 15% increase on the strengths of both organizations. For in Imaging sales and a 27% increase in example, we will continue to develop our traditional Thermography sales. Earnings from Operations markets of Imaging and Thermography while also grew 38% to $70 million, which led to record net pursuing growth opportunities where Indigo has earnings of $1.27 per diluted share. Firm backlog been strong, namely the OEM market, the military grew 59%, from $92 million at December 31, 2002 components market and the high-end scientific to $146 million at December 31, 2003. By any thermography market. definition these are excellent results, created by the Finally, ensuring that the transition and integration hard work and dedication of our employees, and we process proceeds with a minimum of disruption expect 2004 to be another strong year for FLIR. and in a manner that fully realizes the talents and There were other highlights during the year as abilities of both organizations. This is challenging well. For example, we continued to expand our work and we want to be sure we do it well and for program business by winning major programs the long run. such as the Coast Guard's Deepwater Program FLIR has long been the market leader in our and a large contract awarded by the U.S. Special business segments. Now, with Indigo, we have the Operations Command. We successfully improved ability to further grow those existing markets in our manufacturing processes and output at our addition to entering new larger ones through the Boston and Sweden facilities and purchased a integration of Indigo’s high performing yet lower cost new manufacturing facility in Boston. We also detectors. We fully expect the Indigo acquisition to successfully opened additional new markets for be accretive to earnings starting in the second half our E-Series Thermography cameras, trained over of this year, with the full accretive impact to be 3,000 thermographers in the use of our cameras reflected in our financial results in 2005. at our worldwide Infrared Training Centers and introduced exciting new products to maintain our We enter 2004 excited about the year and about market leadership. By these and many other the long-term future of FLIR. What we stated accomplishments during the year, we continued to about our financial results in 2002 is even more demonstrate that FLIR is the premier company in applicable today: Good as 2003 was, we believe the infrared industry. the best is yet to come. I now want to comment in a little more detail about Thank you for your continued interest and support. our acquisition of Indigo Systems since it has such long-term importance for FLIR. One of the most significant events in the company's history, our acquisition of Indigo provides us with world class infrared detector Earl R. Lewis technology, an ability to produce those detectors at Chairman of the Board, President and Chief lower cost, new innovative products and greater Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2003. OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-21918 FLIR Systems, Inc. (Exact name of Registrant as specified in its charter) Oregon 93-0708501 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 16505 S.W. 72nd Avenue, Portland, Oregon 97224 (503) 684-3731 (Address of principal executive offices) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class of Stock Common Stock, $0.01 par value Preferred Stock Purchase Rights 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 È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 amendment to this Form 10-K ‘ As of January 31, 2004, the aggregate market value of the shares of voting stock of the Registrant held by non-affiliates was $1,181,453,934. Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes È No ‘ As of June 30, 2003, the aggregate market value of the shares of voting stock of the Registrant held by non-affiliates was $984,750,772. As of January 31, 2004, there were 33,128,330 shares of the Registrant’s common stock, $0.01, par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: The Registrant has incorporated by reference into Parts II and III of this Form 10-K, portions of its Proxy Statement for its 2004 Annual Meeting of Shareholders. FLIR Systems, Inc. FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I Item 1 Business ....................................................................... 1 Item 2 Properties ...................................................................... 17 Item 3 Legal Proceedings ............................................................... 18 Item 4 Submission of Matters to a Vote of Security Holders .................................... 18 PART II Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters ................... 18 Item 6 Selected Financial Data ........................................................... 19 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 20 Item 7A Quantitative and Qualitative Disclosures about Market Risk .............................. 35 Item 8 Financial Statements and Supplementary Data ......................................... 35 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...... 59 Item 9A Controls and Procedures .......................................................... 59 PART III Item 10 Directors and Executive Officers of the Registrant ...................................... 59 Item 11 Executive Compensation .......................................................... 59 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................................................................... 60 Item 13 Certain Relationships and Related Transactions ........................................ 60 Item 14 Principal Accountant Fees and Services .............................................. 60 PART IV Item 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........................ 60 SIGNATURES .......................................................................... 63 FINANCIAL STATEMENT SCHEDULES ................................................... 64 i Forward-Looking Statements This Annual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements regarding future events and the future results of FLIR Systems, Inc. and its consolidated subsidiaries (“FLIR” or the “Company”) that are based on current expectations, estimates