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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PerkinElmer Inc | NYSE:PKI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 115.24 | 0 | 01:00:00 |
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended January 1, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Massachusetts
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04-2052042
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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940 Winter Street, Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1 Par Value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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Business
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•
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Achieving significant growth in both of our new core business segments, Discovery & Analytical Solutions and Diagnostics, through strategic acquisitions and licensing;
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•
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Accelerating innovation through both internal research and development and third-party collaborations and alliances;
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•
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Strengthening our position within key markets, by expanding our product and service offerings and maintaining superior product quality;
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•
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Utilizing our share repurchase programs to help drive shareholder value; and
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•
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Attracting, retaining and developing talented and engaged employees.
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•
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The Clarus® series of gas chromatographs, gas chromatographs/mass spectrometers and the TurboMatrix™ family of sample-handling equipment are used to identify and quantify compounds in the environmental, forensics, food and beverage, hydrocarbon processing/biofuels, materials testing, pharmaceutical and semiconductor industries.
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•
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The Altus® UPLC® and HPLC advanced liquid chromatography systems providing high throughput and resolution chromatographic separations.
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•
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AxION® 2 TOF MS is designed to simplify and streamline virtually any analytical workflow and provides mass accuracy, full spectrum capability, speed, sensitivity, and dynamic range.
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•
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AxION® Direct Sample Analysis (DSA®) is a sample introduction system that enables direct sample analysis with minimal sample preparation and no chromatography.
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•
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The Torion® T-9 portable GC/MS, a fast person-portable GC/MS system, enabling rapid detection and actionable results to potentially hazardous and emergency environmental conditions.
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•
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Our atomic spectroscopy family of instruments, including the AAnalyst™/PinAAcle® series of atomic absorption spectrometers, the Avio™/Optima® family of inductively coupled plasma (“ICP”) optical emission spectrometers and the NexION® family of ICP mass spectrometers are used in the environmental and chemical industries, among others, to determine the elemental content of a sample.
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•
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Our infrared spectroscopy family, including the Spectrum Two™ spectrometer, a compact and portable instrument, used for high-speed infrared analysis for unknown substance identification, material qualification or concentration determination in fuel and lubricant analysis, polymer analysis and pharmaceutical and environmental applications. This includes the Frontier™ IR and NIR spectrometers designed to provide high sensitivity and flexibility to address a range of sample types. Spotlight™ IR systems, designed for scientists whose samples demand higher sensitivity and simpler analysis and workflows.
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•
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The LAMBDA™ UV/Vis, a series of spectrophotometers that provide sampling flexibility to enable measuring of a wide range of sample types, including liquids, powders and solid materials, both in regulated industries as well as QC/QA and research applications.
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•
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The 2400 Series II CHNS/O Elemental Analyzer is one of the leading organic elemental analyzers. It is ideal for the rapid determination of carbon, hydrogen, nitrogen, sulfur, and oxygen content in organic and other types of materials.
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•
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Our thermal analysis family includes DSC series that offers exclusive HyperDSC capability for unparalleled sensitivity and new insights into material processes.
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•
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Our Thermogravimetric (TG) and Simultaneous Thermal Analysis (STA) instruments, which can be coupled to Fourier Transform Infrared (FT-IR), Mass Spectrometry (MS), or Gas Chromatography/Mass Spectrometry (GC/MS) to provide greater analysis power and knowledge.
|
•
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Perten's Falling Number and Glutomatic instruments determine the bread baking quality of wheat and flour.
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•
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Phenoptics
™
quantitative pathology research solutions provide oncologists and cancer immunologists a new way to visualize and measure tumor cells and multiple immune-cell phenotypes simultaneously in FFPE tissue by combining the power of Opal
®™
multiplexed immunohistochemistry reagents with the Mantra
™
or Vectra
®
3 Multispectral Imaging System, enabling visualization and analysis of complex cell interactions in ways that are difficult to achieve with other methods.
|
•
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Radiometric detection solutions, including over 1,100 radiochemicals NEN and the Tri-carb
®
, Quantulus
™
GCT families of liquid scintillation analyzers, Wizard
2®
Gamma counters and MicroBeta
2®
plate based LSA, are used for beta, gamma and luminescence counting in microplate and vial formats utilized in research, environmental and drug discovery applications.
|
•
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The Opera
®
Phenix
™
high content screening system is used for sensitive and high speed phenotypic drug screening of complex cellular models.
|
•
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The Operetta
®
CLS
™
high content analysis system enables scientists to reveal fine sub-cellular details from everyday assays as well as more complex studies, for example using live cells, 3D and stem cells.
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•
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The Columbus
™
image data storage and analysis system provides a single solution to the storage and analysis of high content data from any major high content screening system, helping to visualize and analyze high content images via the Internet.
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•
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The EnSight
™
multimode plate reader benchtop system offers well plate imaging alongside label-free and labeled detection technologies for target-based and phenotypic assays.
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•
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The EnVision
®
multilabel plate reader is targeted towards a wide range of high-throughput screening applications, including those using AlphaScreen
®
, AlphaLISA
®
and/or AlphaPlex
®
technologies.
|
•
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A wide range of homogeneous biochemical and cell based assay reagents, including LANCE
®
Ultra
™
and Alpha
™
Technology assay platforms used for the detection of drug discovery targets such as G-protein coupled receptors (“GPCR”), kinases, biomarkers and the modification of epigenetic enzymes.
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•
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A broad portfolio of recombinant GPCR and Ion Channel cell lines, including over 300 products and 120 ready-to-use frozen cell lines for a wide range of disease areas.
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•
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AlphaScreen
®
, AlphaLISA
®
and AlphaPlex
®
research assays, including over 500 no-wash biomarker detection kits for both biotherapeutics and small molecule drug discovery and development in a variety of therapeutic areas including cancer, inflammation, metabolic disorders, neurodegeneration and virology.
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•
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TSA
®
Plus biotin kits can increase sensitivity of histochemistry and cytochemistry as much as 10 to 20 times.
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•
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In vivo imaging technologies and reagents for preclinical research, including the IVIS
®
Spectrum
™
series and the FMT
®
series for 3D imaging, including the Spectrum
™
BL for 2D and 3D optical imaging, and the IVIS
®
Lumina
™
series for 2D imaging, along with a suite of bioluminescent and fluorescent imaging agents, cell lines and dyes. These technologies are designed to provide for non-invasive longitudinal monitoring of disease progression, cell trafficking and gene expression patterns in living animals and are complemented by a broad portfolio of fluorescent and bioluminescent in vivo imaging reagents that can be useful for identifying, characterizing and quantifying a range of disease biomarkers and therapeutic efficacy in living animal models.
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The G4 PET/X-ray and G8 PET/CT preclinical imaging systems deliver PET imaging with an intuitive user interface and efficient workflows, ensuring subject monitoring throughout preparation and imaging.
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Quantum GX
™
microCT platform is an in vivo microCT scanner that offers industry leading microCT resolution for pre-clinical imaging applications or eight second scan times for higher throughput with lower doses of radiation. With Quantum GX
™
, 3D data from the IVIS
®
and FMT
®
imaging platforms can be coregistered with microCT.
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•
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Opal
®
4, 5, 6, and 7 color multiplexed staining kits for amplified detection of immunohistochemistry utilized for multiple biomarker assessment in a single FFPE tumor cross section.
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•
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Vectra
®
3 and inForm
®
software providing the power of multiplexed biomarker imaging in tissue and quantitative analysis, all within a familiar digital workflow to accelerate cancer immunology research.
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•
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AlphaPlex
™
reagent technology, a homogeneous, all-in-one-well multiplexing reagent system for performing ultra-sensitive immunoassay analyses.
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High Content Profiler
™
powered by TIBCO
®
Spotfire
®
technology provides automated workflows for quality control and hit classification for truly multi-parametric cellular drug screens.
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•
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Lead Discovery
™
powered by TIBCO
®
Spotfire
®
adds chemical intelligence to the TIBCO
®
Spotfire
®
business intelligence platform, enabling scientific professionals to derive new information from chemical structures relevant to experimental data.
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•
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Informatics platforms including E-Notebook for Chemistry and Biology, Elements
®
, iLab
™
, ChemDraw
®
and ChemOffice
®
, integrated suites that focus on the complex and varied needs of understanding and managing data for productivity and collaboration.
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•
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ChemDraw
®
and Chem3D
®
mobile apps for the iPad
®
device, chemical structure drawing and visualization apps, available in multiple languages and feature our Flick-to-Share
®
technology.
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Licensing for the exclusive, worldwide rights to the TIBCO
®
Spotfire
®
software platform in certain scientific research and development markets, and certain clinical markets through an exclusive strategic relationship with TIBCO Software, Inc.
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•
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OneSource
®
Laboratory Services, a comprehensive portfolio of multivendor instrument management, QA/QC, lab relocation and regulatory compliance services. OneSource
®
programs are tailored to the specific needs and goals of individual customers and offer a series of informatics-based consulting, planning and management offerings to assist in laboratory productivity and the optimization of complex Information Technology platforms.
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•
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OneSource
®
Mobile Application provides instant mobile access to service activity and equipment data including the ability to open a service call, check service history and view future scheduled events.
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•
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OneSource
®
Dashboard, a TIBCO
®
Spotfire
®
technology driven interactive graphical platform provides visibility to a customer’s global asset population, service event and downtime distribution, as well as key performance indicators to assist in asset operation.
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The Avio™ 200 is the smallest ICP-OES on the market, offering the lowest argon consumption of any ICP, the fastest ICP startup and the widest linear range with dual viewing technology for use in a variety of labs.
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QSight Triple Quad LC/MS/MS is a flow-based mass spectrometry system that provides high sensitivity and enables high levels of efficiency and productivity to meet both standard and regulatory requirements.
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The Delta range of milk quality analyzers help ensure the quality of dairy products and are used at Central Milk Testing labs as well as dairy processing facilities around the world.
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The Bioo Scientific test kits for detection of toxins, veterinary drug residues and contaminants enable rapid and easy testing at different steps in the food value chain.
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The Operetta® CLS™ high content analysis system enables scientists to reveal fine sub-cellular details from everyday assays as well as more complex studies, for example using live cells, 3D and stem cells.
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•
|
Alpha
™
SureFire
®
Ultra Multiplex Assays are used for the rapid, sensitive and quantitative detection of phosphoproteins in cells, combined with the measurement of the total amount of the same protein in a single well.
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•
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CellCarrier
®
Ultra 384-well microplates used in high content imaging applications such as phenotypic screening and three-dimensional disease model studies.
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•
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PerkinElmer Signals
™
for Translational, a cloud-based data management, aggregation and analysis platform, integrates experimental and clinical research data from many sources and relates the data to scientifically meaningful concepts. The platform also enables support for the complete precision medicine workflow, from data acquisition to biomarker discovery and validation.
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•
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Clinical Data Review analytical solution provides medical monitors, safety review teams, biostatisticians, data managers, pharmacologists, and others who analyze clinical data, a powerful advanced analytics solution for overcoming data review challenges. The solution enhances clinical data management and medical review workflows, allowing organizations to make informed decisions on the safety and efficacy of therapeutics earlier in their development.
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•
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The DELFIA
®
Xpress screening platform, a complete solution for prenatal and maternal health screening, which includes a fast continuous loading system. It is supported by kits for both first and second trimester analyses for prenatal screening and clinically validated LifeCycle
™
software.
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•
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The NeoGram
™
MS/MS AAAC in vitro diagnostic kit is used to support detection of metabolic disorders in newborns through tandem mass spectrometry.
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•
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The NeoBase
™
Non-derivatized MS/MS kit analyzes newborn blood samples for measurement of amino acids and other metabolic analytes for specific diseases.
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•
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The GSP
®
Neonatal hTSH, T4 17α-OHP, GALT IRT, BTD, PKU, Total Galactose and G6PD kits are used for screening congenital neonatal conditions from a drop of blood.
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•
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The Specimen Gate
®
informatics data management solution is designed specifically for newborn screening laboratories.
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•
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The XRpad
®
family of amorphous silicon (a-Si) flat panel cassette X-ray detectors enables X-ray system manufacturers to upgrade their systems from film to digital and to produce exceptional image resolution and diagnostic capability for radiography especially when imaging small anatomical features such as bone fractures and lung nodules.
|
•
|
ViaCord
®
umbilical cord blood banking services for the banking of stem cells harvested from umbilical cord blood and cord tissue, for potential therapeutic application in transplant and regenerative medicine.
|
•
|
The XRD
™
family of a-Si flat panel X-ray detectors provides imaging for medical applications such as radiation therapy and veterinary imaging as well as industrial imaging applications including pipeline inspection, manufacturing inspection and 3D Cone Beam CT.
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•
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The Dexela
®
family of CMOS flat panel X-ray detectors provides imaging for orthopedic surgery, mammography, dental, and industrial imaging applications such as PCB inspection and 3D Cone Beam CT.
|
•
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An expanded portfolio of molecular-based infectious disease screening technologies for blood bank and clinical laboratory settings in China. The tools include a qualitative 3-in-1 assay for the detection of hepatitis B, hepatitis C and HIV, as well as assays for other communicable diseases.
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•
|
The EnLite
™
Neonatal TREC
™
System, a screening test for Severe Combined Immunodeficiency, consisting of EnLite
™
Neonatal TREC
™
reagent kits, the Victor EnLite
™
instrument and EnLite
™
Workstation software.
|
•
|
Automated liquid handling platforms (JANUS
®
, Sciclone
®
and Zephyr
®
) that offer a choice of robotic solutions in genomics, biotherapeutics, high throughput screening and high content analysis to assist life science research from bench to clinic.
|
•
|
Next-generation sequencing automation and nucleic acid quantitation, including LabChip
®
GX Touch electrophoresis, as well as Sciclone
®
, Zephyr
®
and JANUS
®
automated liquid handling workstations for library preparation.
|
•
|
JANUS
®
BioTx
™
Workstation for automated small scale purification offers column, tip and plate based chromatography on a single platform.
|
•
|
The LabChip GXII
®
Touch provides a means of characterizing multiple protein product attributes for research labs through QC.
|
•
|
The cell::explorer
®™
automated workstation allows integration of multiple laboratory instrumentation using a centralized robotic interface, allowing high throughput and turnkey-application focused solutions.
|
•
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A comprehensive portfolio of Next-Generation Sequencing ("NGS") Library Prep and multiplexing kits designed to increase sensitivity, flexibility and speed for speed for sequencing platforms, offered through our acquisition of Bioo Scientific.
|
•
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Automated, precise, cost-effective Non-Invasive Prenatal Testing ("NIPT") utilizing molecular technology not requiring sequencing technology, offered through our acquisition of Vanadis Diagnostics.
|
•
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The XRD 4343RF, which supports a full 43 × 43 cm2 (17 × 17 in2) field of view providing superior imaging for fluoroscopy, radiography and cone beam CT applications. The detector offers frame rates up to 85 fps and has a direct deposited Cesium Iodide scintillator for superior image quality.
|
•
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The Dexela 2315NDT, a fast, high resolution X-ray detector for use in realtime, 2D and 3D industrial imaging.
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
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(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
|
|
|
|
|
||||||
Product revenue
|
$
|
934,098
|
|
|
$
|
968,034
|
|
|
$
|
944,446
|
|
Service revenue
|
578,886
|
|
|
560,385
|
|
|
539,694
|
|
|||
Total revenue
|
1,512,984
|
|
|
1,528,419
|
|
|
1,484,140
|
|
|||
Operating income from continuing operations
(1)
|
207,487
|
|
|
173,668
|
|
|
162,074
|
|
|||
Diagnostics
|
|
|
|
|
|
||||||
Product revenue
|
462,798
|
|
|
427,068
|
|
|
428,290
|
|
|||
Service revenue
|
139,735
|
|
|
149,336
|
|
|
157,450
|
|
|||
Total revenue
|
602,533
|
|
|
576,404
|
|
|
585,740
|
|
|||
Operating income from continuing operations
|
138,909
|
|
|
135,572
|
|
|
124,610
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)(3)
|
(63,330
|
)
|
|
(58,314
|
)
|
|
(121,677
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,396,896
|
|
|
$
|
1,395,102
|
|
|
$
|
1,372,736
|
|
Service revenue
|
718,621
|
|
|
709,721
|
|
|
697,144
|
|
|||
Total revenue
|
2,115,517
|
|
|
2,104,823
|
|
|
2,069,880
|
|
|||
Operating income from continuing operations
|
283,066
|
|
|
250,926
|
|
|
165,007
|
|
|||
Interest and other expense, net
|
38,998
|
|
|
42,119
|
|
|
41,139
|
|
|||
Income from continuing operations before income taxes
|
$
|
244,068
|
|
|
$
|
208,807
|
|
|
$
|
123,868
|
|
(1)
|
Legal costs for a particular case in our Discovery & Analytical Solutions segment were
$0.8 million
for
fiscal year 2015
.
|
(2)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans has been included in the Corporate operating loss from continuing operations, and in the aggregate constituted a pre-tax
loss
of
$15.3 million
in
fiscal year 2016
, a pre-tax
loss
of
$12.4 million
in
fiscal year 2015
, and pre-tax
loss
of
$75.4 million
in
fiscal year 2014
.
|
(3)
|
Includes expenses related to litigation with Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”). Enzo filed a complaint in 2002 that alleged that we separately and together with other defendants breached 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. We entered into a settlement agreement with Enzo dated June 20, 2014 and during fiscal year 2014 paid
$7.0 million
into a designated escrow account to resolve this matter, of which
$3.7 million
had been accrued in previous years and
$3.3 million
was recorded during fiscal year 2014. In addition,
$3.4 million
of expenses were incurred and recorded in preparation for the trial during fiscal year 2014.
|
|
Depreciation and Amortization
Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Discovery & Analytical Solutions
|
$
|
72,484
|
|
|
$
|
74,177
|
|
|
$
|
72,288
|
|
|
$
|
21,486
|
|
|
$
|
18,175
|
|
|
$
|
18,234
|
|
Diagnostics
|
25,339
|
|
|
29,728
|
|
|
36,146
|
|
|
8,556
|
|
|
6,854
|
|
|
7,196
|
|
||||||
Corporate
|
2,149
|
|
|
1,459
|
|
|
2,031
|
|
|
1,660
|
|
|
3,189
|
|
|
1,722
|
|
||||||
Continuing operations
|
$
|
99,972
|
|
|
$
|
105,364
|
|
|
$
|
110,465
|
|
|
$
|
31,702
|
|
|
$
|
28,218
|
|
|
$
|
27,152
|
|
Discontinued operations
|
$
|
6,266
|
|
|
$
|
6,643
|
|
|
$
|
6,610
|
|
|
$
|
1,302
|
|
|
$
|
1,414
|
|
|
$
|
2,133
|
|
|
Total Assets
|
||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
$
|
2,612,757
|
|
|
$
|
2,546,583
|
|
|
$
|
2,614,911
|
|
Diagnostics
|
1,505,381
|
|
|
1,459,854
|
|
|
1,343,110
|
|
|||
Corporate
|
31,171
|
|
|
28,497
|
|
|
28,482
|
|
|||
Current and long-term assets of discontinued operations
|
127,374
|
|
|
131,361
|
|
|
141,073
|
|
|||
Total assets
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
$
|
4,127,576
|
|
Item 1A.
|
Risk Factors
|
•
|
accurately anticipate customer needs,
|
•
|
innovate and develop new reliable technologies and applications,
|
•
|
successfully commercialize new technologies in a timely manner,
|
•
|
price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and
|
•
|
differentiate our offerings from our competitors’ offerings.
|
•
|
competition among buyers and licensees,
|
•
|
the high valuations of businesses and technologies,
|
•
|
the need for regulatory and other approval, and
|
•
|
our inability to raise capital to fund these acquisitions.
|
•
|
demand for and market acceptance of our products,
|
•
|
competitive pressures resulting in lower selling prices,
|
•
|
changes in the level of economic activity in regions in which we do business,
|
•
|
changes in general economic conditions or government funding,
|
•
|
settlements of income tax audits,
|
•
|
expenses incurred in connection with claims related to environmental conditions at locations where we conduct or formerly conducted operations,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to taxation,
|
•
|
changes in our effective tax rate,
|
•
|
changes in industries, such as pharmaceutical and biomedical,
|
•
|
changes in the portions of our revenue represented by our various products and customers,
|
•
|
our ability to introduce new products,
|
•
|
our competitors’ announcement or introduction of new products, services or technological innovations,
|
•
|
costs of raw materials, energy or supplies,
|
•
|
changes in healthcare or other reimbursement rates paid by government agencies and other third parties for certain of our products and services,
|
•
|
our ability to realize the benefit of ongoing productivity initiatives,
|
•
|
changes in the volume or timing of product orders,
|
•
|
fluctuation in the expense related to the mark-to-market adjustment on postretirement benefit plans,
|
•
|
changes in our assumptions underlying future funding of pension obligations,
|
•
|
changes in assumptions used to determine contingent consideration in acquisitions, and
|
•
|
changes in foreign currency exchange rates.
|
•
|
changes in actual, or from projected, foreign currency exchange rates,
|
•
|
changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,
|
•
|
longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,
|
•
|
embargoes, trade protection measures and import or export licensing requirements,
|
•
|
policies in foreign countries benefiting domestic manufacturers or other policies detrimental to companies headquartered in the United States,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,
|
•
|
adverse income tax audit settlements or loss of previously negotiated tax incentives,
|
•
|
differing business practices associated with foreign operations,
|
•
|
difficulty in transferring cash between international operations and the United States,
|
•
|
difficulty in staffing and managing widespread operations,
|
•
|
differing labor laws and changes in those laws,
|
•
|
differing protection of intellectual property and changes in that protection,
|
•
|
increasing global enforcement of anti-bribery and anti-corruption laws, and
|
•
|
differing regulatory requirements and changes in those requirements.
|
•
|
requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes, such as acquisitions and stock repurchases;
|
•
|
reducing our flexibility in planning for or reacting to changes in our business and market conditions; and
|
•
|
exposing us to interest rate risk since a portion of our debt obligations are at variable rates.
|
•
|
pay dividends on, redeem or repurchase our capital stock,
|
•
|
sell assets,
|
•
|
incur obligations that restrict our subsidiaries’ ability to make dividend or other payments to us,
|
•
|
guarantee or secure indebtedness,
|
•
|
enter into transactions with affiliates, and
|
•
|
consolidate, merge or transfer all, or substantially all, of our assets and the assets of our subsidiaries on a consolidated basis.
|
•
|
operating results that vary from our financial guidance or the expectations of securities analysts and investors,
|
•
|
the financial performance of the major end markets that we target,
|
•
|
the operating and securities price performance of companies that investors consider to be comparable to us,
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors, and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
|
Owned
|
|
Leased
|
|
Total
|
|||
|
(In square feet)
|
|||||||
Discovery & Analytical Solutions
|
105,020
|
|
|
1,561,535
|
|
|
1,666,555
|
|
Diagnostics
|
212,789
|
|
|
632,111
|
|
|
844,900
|
|
Corporate offices
|
—
|
|
|
55,342
|
|
|
55,342
|
|
Continuing operations
|
317,809
|
|
|
2,248,988
|
|
|
2,566,797
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Position
|
|
Age
|
Robert F. Friel
|
|
Chairman, Chief Executive Officer and President
|
|
61
|
Frank A. Wilson
|
|
Senior Vice President and Chief Financial Officer
|
|
58
|
Joel S. Goldberg
|
|
Senior Vice President, Administration, General Counsel and Secretary
|
|
48
|
James Corbett
|
|
Executive Vice President and President, Discovery & Analytical Solutions
|
|
54
|
Prahlad Singh
|
|
Senior Vice President and President, Diagnostics
|
|
52
|
Daniel R. Tereau
|
|
Senior Vice President, Strategy and Business Development
|
|
50
|
Deborah Butters
|
|
Senior Vice President, Chief Human Resources Officer
|
|
47
|
Andrew Okun
|
|
Vice President and Chief Accounting Officer
|
|
47
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2016 Fiscal Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
|
$53.01
|
|
|
|
$55.56
|
|
|
|
$56.92
|
|
|
|
$56.43
|
|
Low
|
41.45
|
|
|
48.58
|
|
|
51.94
|
|
|
49.95
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2015 Fiscal Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
|
$51.09
|
|
|
|
$54.29
|
|
|
|
$53.00
|
|
|
|
$54.36
|
|
Low
|
42.66
|
|
|
50.30
|
|
|
44.45
|
|
|
46.74
|
|
|
2016 Fiscal Quarters
|
|
2016 Total
|
||||||||||||||||
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
|||||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2015 Fiscal Quarters
|
|
2015 Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
01-Jan-12
|
|
30-Dec-12
|
|
29-Dec-13
|
|
28-Dec-14
|
|
3-Jan-16
|
|
1-Jan-17
|
||||||||||||
PerkinElmer, Inc.
|
$
|
100.00
|
|
|
$
|
156.82
|
|
|
$
|
209.82
|
|
|
$
|
226.00
|
|
|
$
|
276.32
|
|
|
$
|
270.47
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
116.00
|
|
|
$
|
153.58
|
|
|
$
|
174.60
|
|
|
$
|
177.01
|
|
|
$
|
198.18
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
127.78
|
|
|
$
|
199.93
|
|
|
$
|
223.68
|
|
|
$
|
247.56
|
|
|
$
|
251.59
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,115,517
|
|
|
$
|
2,104,823
|
|
|
$
|
2,069,880
|
|
|
$
|
1,996,959
|
|
|
$
|
1,940,202
|
|
Operating income from continuing
operations
(1)(2)(3)
|
283,066
|
|
|
250,926
|
|
|
165,007
|
|
|
180,791
|
|
|
51,494
|
|
|||||
Interest and other expense, net
(4)
|
38,998
|
|
|
42,119
|
|
|
41,139
|
|
|
64,110
|
|
|
47,956
|
|
|||||
Income from continuing operations before income taxes
|
244,068
|
|
|
208,807
|
|
|
123,868
|
|
|
116,681
|
|
|
3,538
|
|
|||||
Income from continuing operations, net of income taxes
(5)
|
215,706
|
|
|
188,785
|
|
|
130,139
|
|
|
142,206
|
|
|
36,354
|
|
|||||
Income from discontinued operations and dispositions, net of income taxes
(6)(7)
|
18,593
|
|
|
23,640
|
|
|
27,639
|
|
|
25,006
|
|
|
33,586
|
|
|||||
Net income
|
$
|
234,299
|
|
|
$
|
212,425
|
|
|
$
|
157,778
|
|
|
$
|
167,212
|
|
|
$
|
69,940
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.97
|
|
|
$
|
1.68
|
|
|
$
|
1.16
|
|
|
$
|
1.27
|
|
|
$
|
0.32
|
|
Discontinued operations
|
0.17
|
|
|
0.21
|
|
|
0.25
|
|
|
0.22
|
|
|
0.30
|
|
|||||
Net income
|
$
|
2.14
|
|
|
$
|
1.89
|
|
|
$
|
1.40
|
|
|
$
|
1.49
|
|
|
$
|
0.61
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.96
|
|
|
$
|
1.67
|
|
|
$
|
1.14
|
|
|
$
|
1.25
|
|
|
$
|
0.32
|
|
Discontinued operations
|
0.17
|
|
|
0.21
|
|
|
0.24
|
|
|
0.22
|
|
|
0.29
|
|
|||||
Net income
|
$
|
2.12
|
|
|
$
|
1.87
|
|
|
$
|
1.39
|
|
|
$
|
1.47
|
|
|
$
|
0.61
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
109,478
|
|
|
112,507
|
|
|
112,593
|
|
|
112,254
|
|
|
113,728
|
|
|||||
Diluted:
|
110,313
|
|
|
113,315
|
|
|
113,739
|
|
|
113,503
|
|
|
114,860
|
|
|||||
Cash dividends declared per common share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
As of
|
||||||||||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(6)
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
$
|
4,127,576
|
|
|
$
|
3,940,882
|
|
|
$
|
3,894,451
|
|
Short-term debt
|
1,172
|
|
|
1,123
|
|
|
1,075
|
|
|
2,624
|
|
|
1,772
|
|
|||||
Long-term debt
(4)(8)
|
1,045,254
|
|
|
1,011,762
|
|
|
1,045,393
|
|
|
926,274
|
|
|
931,513
|
|
|||||
Stockholders’ equity
(1)(9)
|
2,153,570
|
|
|
2,110,441
|
|
|
2,042,102
|
|
|
1,994,487
|
|
|
1,939,812
|
|
|||||
Common shares outstanding
(9)
|
109,617
|
|
|
112,034
|
|
|
112,481
|
|
|
112,626
|
|
|
115,036
|
|
(1)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans was a pre-tax
loss
of
$15.3 million
in
fiscal year 2016
, a pre-tax
loss
of
$12.4 million
in
fiscal year 2015
, a pre-tax
loss
of
$75.4 million
in
fiscal year 2014
, a pre-tax
income
of
$17.6 million
in fiscal year
2013
and a pre-tax
loss
of
$31.3 million
in fiscal year
2012
.
|
(2)
|
We recorded pre-tax restructuring and contract termination charges, net, of
$5.1 million
in
fiscal year 2016
,
$13.5 million
in
fiscal year 2015
,
$13.3 million
in
fiscal year 2014
,
$33.5 million
in fiscal year
2013
and
$25.0 million
in fiscal year
2012
.
|
(3)
|
In fiscal year 2013, we recorded pre-tax impairment charges of
$0.2 million
as the carrying amounts of certain long-lived assets were not recoverable and exceeded their fair value. In fiscal year 2012, we recorded pre-tax impairment charges of
$74.2 million
as a result of a review of certain of our trade names within our portfolio as part of a realignment of our marketing strategy.
|
(4)
|
In fiscal years
2016
,
2015
,
2014
,
2013
and
2012
, interest expense was
$41.5 million
,
$38.0 million
,
$36.3 million
,
$49.9 million
and
$45.8 million
, respectively. In fiscal year 2013, we redeemed all of our 6% senior unsecured notes due in 2015 (the “2015 Notes”) that included a prepayment premium of
$11.1 million
, which is included in other expense, net, the write-off of
$2.8 million
for the remaining unamortized derivative losses for previously settled cash flow hedges, which is included in interest expense, and the write-off of
$0.2 million
for the remaining deferred debt issuance costs, which is included in interest expense.
|
(5)
|
In
fiscal years 2016 and 2015
, provision for income tax on continuing operations was
$28.4 million
and
$20.0 million
, respectively. The higher provision for income taxes in
fiscal year 2016
was primarily due to higher income in higher tax rate jurisdictions, partially offset by an increase in tax benefit of
$3.2 million
related to discrete items from
$6.4 million
in
fiscal year 2015
to
$9.6 million
in fiscal year 2016. In
fiscal years 2014, 2013 and 2012
, tax benefit on continuing operations was
$6.3 million
,
$25.5 million
and
$32.8 million
, respectively. The benefit from income taxes in
fiscal year 2014
was primarily due to losses in higher tax rate jurisdictions and a tax benefit of
$7.1 million
related to discrete items, partially offset by a provision for income taxes related to profits in lower tax rate jurisdictions. The benefit from income taxes in
fiscal year 2013
was primarily due to a tax benefit of
$24.0 million
related to discrete items and losses in higher tax rate jurisdictions, partially offset by a provision for income taxes related to profits in lower tax rate jurisdictions. The benefit from income taxes in
fiscal year 2012
was primarily due to a tax benefit of
$7.0 million
related to discrete items and losses in higher tax rate jurisdictions, which included pre-tax impairment charges of
$74.2 million
, partially offset by provision for income taxes related to profits in lower tax rate jurisdictions.
|
(6)
|
In May 2014, we approved the shutdown of our microarray-based diagnostic testing laboratory in the United States. The shutdown resulted in a
$0.1 million
net pre-tax
gain
primarily related to the disposal of fixed assets, which was partially offset by the sale of a building in fiscal year 2014.
|
(7)
|
In December 2016, we entered into a Master Purchase and Sale Agreement for the sale of our Medical Imaging business. We accounted for this business as discontinued operations beginning in 2016 and the financial information relating to fiscal years
2015
,
2014
,
2013
and
2012
has been retrospectively adjusted to reflect the inclusion of this business in discontinued operations.
|
(8)
|
In July 2016, we issued and sold ten-year senior notes at a rate of
1.875%
with a face value of
€500.0 million
and received
€492.3 million
of net proceeds from the issuance. The debt, which matures in July 2026, is unsecured.
|
(9)
|
In
fiscal year 2016
, we repurchased in the open market
3.2 million
shares of our common stock at an aggregate cost of
$148.2 million
, including commissions under a stock repurchase program authorized by our Board on October 23, 2014 ("the Repurchase Program"). In
fiscal year 2015
, we repurchased in the open market
1.5 million
shares of our common stock at an aggregate cost of
$72.0 million
, including commissions under the Repurchase Program. In
fiscal year 2014
, we repurchased in the open market
1.4 million
shares of our common stock at an aggregate cost of
$61.3 million
, including commissions, under both the Repurchase Program and a stock repurchase program originally announced in October 2012 that expired in October 2014 (the "Former Repurchase Program"). In fiscal year
2013
, we repurchased in the open market
3.6 million
shares of our common stock at an aggregate cost of
$123.0 million
, including commissions, under the Former Repurchase Program. In fiscal year
2012
, we did not repurchase any shares
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Workforce Reductions
|
|
Closure of Excess Facility
|
|
Total
|
|
(Expected) Date Payments Substantially Completed by
|
|||||||||||||||||||
|
Headcount Reduction
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
|
Severance
|
|
Excess Facility
|
||||||||||||
|
(In thousands, except headcount data)
|
|
|
|
|
|||||||||||||||||||||
Q3 2016 Plan
|
22
|
|
|
$
|
41
|
|
|
$
|
1,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,820
|
|
|
Q4 FY2017
|
|
—
|
Q2 2016 Plan
|
72
|
|
|
561
|
|
|
4,106
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
Q3 FY2017
|
|
—
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Q4 2015 Plan
|
174
|
|
|
1,315
|
|
|
9,980
|
|
|
—
|
|
|
285
|
|
|
11,580
|
|
|
Q1 FY2017
|
|
Q4 FY2017
|
|||||
Q2 2015 Plan
|
95
|
|
|
673
|
|
|
5,290
|
|
|
—
|
|
|
—
|
|
|
5,963
|
|
|
Q2 FY2016
|
|
—
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Q3 2014 Plan
|
152
|
|
|
2,885
|
|
|
10,166
|
|
|
—
|
|
|
—
|
|
|
13,051
|
|
|
Q4 FY2015
|
|
—
|
|||||
Q2 2014 Plan
|
21
|
|
|
235
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|
Q2 FY2015
|
|
—
|
|||||
Q1 2014 Plan
|
17
|
|
|
281
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
Q4 FY2014
|
|
—
|
|
Balance at December 29, 2013
|
|
2014 Charges and Changes in Estimates, Net
|
|
2014 Amounts Paid
|
|
Balance at December 28, 2014
|
|
2015 Charges and Changes in Estimates, Net
|
|
2015 Amounts Paid
|
|
Balance at January 3, 2016
|
|
2016 Charges and Changes in Estimates, Net
|
|
2016 Amounts Paid
|
|
Balance at January 1, 2017
|
||||||||||||||||||||
|
(In thousands)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Severance:
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Q3 2016 Plan
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,820
|
|
|
$
|
(612
|
)
|
|
$
|
1,208
|
|
|
Q2 2016 Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
(3,231
|
)
|
|
1,436
|
|
||||||||||
Q4 2015 Plan
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,295
|
|
|
(925
|
)
|
|
10,370
|
|
|
(953
|
)
|
|
(8,198
|
)
|
|
1,219
|
|
||||||||||
Q2 2015 Plan
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,423
|
|
|
(4,322
|
)
|
|
1,101
|
|
|
(533
|
)
|
|
(370
|
)
|
|
198
|
|
||||||||||
Q3 2014 Plan
|
—
|
|
|
13,051
|
|
|
(2,992
|
)
|
|
10,059
|
|
|
(3,064
|
)
|
|
(5,460
|
)
|
|
1,535
|
|
|
—
|
|
|
(672
|
)
|
|
863
|
|
||||||||||
Q2 2014 Plan
|
—
|
|
|
670
|
|
|
(419
|
)
|
|
251
|
|
|
(179
|
)
|
|
(13
|
)
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||||||
Q1 2014 Plan
|
—
|
|
|
567
|
|
|
(475
|
)
|
|
92
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Facility:
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Q4 2015 Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
(26
|
)
|
|
259
|
|
|
—
|
|
|
(248
|
)
|
|
11
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Previous Plans including 2013 plans
|
35,200
|
|
|
(2,508
|
)
|
|
(19,572
|
)
|
|
13,120
|
|
|
(204
|
)
|
|
(4,222
|
)
|
|
8,694
|
|
|
35
|
|
|
(3,299
|
)
|
|
5,430
|
|
||||||||||
Restructuring
|
35,200
|
|
|
11,780
|
|
|
(23,458
|
)
|
|
23,522
|
|
|
13,464
|
|
|
(14,968
|
)
|
|
22,018
|
|
|
5,036
|
|
|
(16,630
|
)
|
|
10,424
|
|
||||||||||
Contract Termination
|
300
|
|
|
1,545
|
|
|
(1,541
|
)
|
|
304
|
|
|
83
|
|
|
(255
|
)
|
|
132
|
|
|
88
|
|
|
(103
|
)
|
|
117
|
|
||||||||||
Total Restructuring and Contract Termination
|
$
|
35,500
|
|
|
$
|
13,325
|
|
|
$
|
(24,999
|
)
|
|
$
|
23,826
|
|
|
$
|
13,547
|
|
|
$
|
(15,223
|
)
|
|
$
|
22,150
|
|
|
$
|
5,124
|
|
|
$
|
(16,733
|
)
|
|
$
|
10,541
|
|
(1)
|
During
fiscal year 2016
, we recognized pre-tax restructuring reversals of
$1.0 million
in the Discovery & Analytical Solutions segment related to lower than expected costs associated with workforce reductions for the Q4 2015 Plan.
|
(2)
|
During
fiscal year 2016
, we recognized pre-tax restructuring reversals of
$0.1 million
in the Diagnostics segments and
$0.5 million
in the Discovery & Analytical Solutions segments related to lower than expected costs associated with workforce reductions for the Q2 2015 Plan.
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(702
|
)
|
|
$
|
(673
|
)
|
|
$
|
(667
|
)
|
Interest expense
|
41,528
|
|
|
37,997
|
|
|
36,270
|
|
|||
Gain on disposition of businesses and assets, net
|
(5,562
|
)
|
|
—
|
|
|
—
|
|
|||
Other expense, net
|
3,734
|
|
|
4,795
|
|
|
5,536
|
|
|||
Total interest and other expense, net
|
$
|
38,998
|
|
|
$
|
42,119
|
|
|
$
|
41,139
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate
|
$
|
85,424
|
|
|
$
|
73,082
|
|
|
$
|
43,354
|
|
Non-U.S. rate differential, net
|
(52,648
|
)
|
|
(47,994
|
)
|
|
(34,845
|
)
|
|||
U.S. taxation of multinational operations
|
6,941
|
|
|
1,732
|
|
|
2,367
|
|
|||
State income taxes, net
|
1,509
|
|
|
80
|
|
|
1,352
|
|
|||
Prior year tax matters
|
(9,621
|
)
|
|
(6,387
|
)
|
|
(7,146
|
)
|
|||
Federal tax credits
|
(7,189
|
)
|
|
(2,096
|
)
|
|
(3,399
|
)
|
|||
Change in valuation allowance
|
(2,755
|
)
|
|
2,593
|
|
|
(7,679
|
)
|
|||
Non-deductible acquisition expense
|
5,701
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
1,000
|
|
|
(988
|
)
|
|
(275
|
)
|
|||
Total
|
$
|
28,362
|
|
|
$
|
20,022
|
|
|
$
|
(6,271
|
)
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
146,217
|
|
|
$
|
158,128
|
|
|
$
|
168,124
|
|
Cost of revenue
|
95,395
|
|
|
97,777
|
|
|
100,512
|
|
|||
Selling, general and administrative expenses
|
13,657
|
|
|
11,712
|
|
|
12,503
|
|
|||
Research and development expenses
|
14,368
|
|
|
13,391
|
|
|
13,222
|
|
|||
Restructuring and contract termination charges, net
|
568
|
|
|
43
|
|
|
1,111
|
|
|||
Income from discontinued operations before income taxes
|
$
|
22,229
|
|
|
$
|
35,205
|
|
|
$
|
40,776
|
|
•
|
changes in sales due to weakness in markets in which we sell our products and services, and
|
•
|
changes in our working capital requirements.
|
•
|
financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,
|
•
|
increases in interest rates applicable to our outstanding variable rate debt,
|
•
|
a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,
|
•
|
increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,
|
•
|
a decrease in the market price for our common stock, and
|
•
|
volatility in the public debt and equity markets.
|
|
Operating
Leases
|
|
Sr. Unsecured
Revolving
Credit Facility
Maturing
2021
(1)
|
|
5.0% Sr. Notes
Maturing
2021
(2)
|
|
1.875% Sr. Notes
Maturing
2026
(3)
|
|
Financing Lease Obligations
(4)
|
|
|
Employee
Benefit
Payments
(5)
|
|
Unrecognized Tax Benefits
(6)
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||
2017
|
$
|
49,788
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
9,882
|
|
|
$
|
1,172
|
|
|
|
$
|
28,705
|
|
|
$
|
—
|
|
|
$
|
114,547
|
|
2018
|
33,944
|
|
|
—
|
|
|
25,000
|
|
|
9,882
|
|
|
1,367
|
|
|
|
29,192
|
|
|
—
|
|
|
99,385
|
|
||||||||
2019
|
25,966
|
|
|
—
|
|
|
25,000
|
|
|
9,882
|
|
|
1,532
|
|
|
|
29,656
|
|
|
—
|
|
|
92,036
|
|
||||||||
2020
|
20,806
|
|
|
—
|
|
|
25,000
|
|
|
9,882
|
|
|
1,597
|
|
|
|
30,180
|
|
|
—
|
|
|
87,465
|
|
||||||||
2021
|
16,259
|
|
|
—
|
|
|
521,772
|
|
|
9,882
|
|
|
1,664
|
|
|
|
31,036
|
|
|
—
|
|
|
580,613
|
|
||||||||
2022 and thereafter
|
52,111
|
|
|
—
|
|
|
—
|
|
|
571,927
|
|
|
29,742
|
|
|
|
160,073
|
|
|
—
|
|
|
813,853
|
|
||||||||
Total
|
$
|
198,874
|
|
|
$
|
—
|
|
|
$
|
621,772
|
|
|
$
|
621,337
|
|
|
$
|
37,074
|
|
|
|
$
|
308,842
|
|
|
$
|
—
|
|
|
$
|
1,787,899
|
|
(1)
|
The credit facility borrowings carry variable interest rates. As of
January 1, 2017
, we had no outstanding borrowings in our senior unsecured revolving credit facility.
|
(2)
|
The 2021 Notes include interest obligations. As of
January 1, 2017
, the 2021 Notes had a carrying value of
$495.8 million
.
|
(3)
|
The 2026 Notes include interest obligations. As of
January 1, 2017
, the 2026 Notes had a carrying value of
$517.8 million
.
|
(4)
|
The financing lease obligations do not include interest obligations.
|
(5)
|
Employee benefit payments only include obligations through fiscal year 2026.
|
(6)
|
We have excluded
$1.3 million
, including accrued interest, net of tax benefits, and penalties, from our uncertain tax positions, as we cannot make a reasonably reliable estimate of the amount and period of related future payments.
|
|
|
|
Increase (Decrease) at
January 1, 2017 |
||||
|
Percentage Point Change
|
|
Non-U.S.
|
|
U.S.
|
||
Pension plans discount rate
|
+0.25
|
|
(10,229
|
)
|
|
(7,944
|
)
|
|
-0.25
|
|
10,850
|
|
|
8,317
|
|
Rate of return on pension plan assets
|
+1.00
|
|
(1,533
|
)
|
|
(2,438
|
)
|
|
-1.00
|
|
1,533
|
|
|
2,438
|
|
Postretirement medical plans discount rate
|
+0.25
|
|
N/A
|
|
(92
|
)
|
|
|
-0.25
|
|
N/A
|
|
96
|
|
|
Rate of return on postretirement medical plan assets
|
+1.00
|
|
N/A
|
|
(155
|
)
|
|
|
-1.00
|
|
N/A
|
|
155
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplemental Data
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,396,896
|
|
|
$
|
1,395,102
|
|
|
$
|
1,372,736
|
|
Service revenue
|
718,621
|
|
|
709,721
|
|
|
697,144
|
|
|||
Total revenue
|
2,115,517
|
|
|
2,104,823
|
|
|
2,069,880
|
|
|||
Cost of product revenue
|
664,803
|
|
|
696,461
|
|
|
708,016
|
|
|||
Cost of service revenue
|
437,361
|
|
|
444,131
|
|
|
427,266
|
|
|||
Selling, general and administrative expenses
|
600,885
|
|
|
587,219
|
|
|
648,209
|
|
|||
Research and development expenses
|
124,278
|
|
|
112,539
|
|
|
108,057
|
|
|||
Restructuring and contract termination charges, net
|
5,124
|
|
|
13,547
|
|
|
13,325
|
|
|||
Operating income from continuing operations
|
283,066
|
|
|
250,926
|
|
|
165,007
|
|
|||
Interest and other expense, net
|
38,998
|
|
|
42,119
|
|
|
41,139
|
|
|||
Income from continuing operations before income taxes
|
244,068
|
|
|
208,807
|
|
|
123,868
|
|
|||
Provision for (benefit from) income taxes
|
28,362
|
|
|
20,022
|
|
|
(6,271
|
)
|
|||
Income from continuing operations
|
215,706
|
|
|
188,785
|
|
|
130,139
|
|
|||
Income from discontinued operations before income taxes
|
22,229
|
|
|
35,205
|
|
|
40,776
|
|
|||
Gain (loss) on disposition of discontinued operations before income taxes
|
619
|
|
|
(28
|
)
|
|
(260
|
)
|
|||
Provision for income taxes on discontinued operations and dispositions
|
4,255
|
|
|
11,537
|
|
|
12,877
|
|
|||
Income from discontinued operations and dispositions
|
18,593
|
|
|
23,640
|
|
|
27,639
|
|
|||
Net income
|
$
|
234,299
|
|
|
$
|
212,425
|
|
|
$
|
157,778
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.97
|
|
|
$
|
1.68
|
|
|
$
|
1.16
|
|
Income from discontinued operations and dispositions
|
0.17
|
|
|
0.21
|
|
|
0.25
|
|
|||
Net income
|
$
|
2.14
|
|
|
$
|
1.89
|
|
|
$
|
1.40
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.96
|
|
|
$
|
1.67
|
|
|
$
|
1.14
|
|
Income from discontinued operations and dispositions
|
0.17
|
|
|
0.21
|
|
|
0.24
|
|
|||
Net income
|
$
|
2.12
|
|
|
$
|
1.87
|
|
|
$
|
1.39
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
234,299
|
|
|
$
|
212,425
|
|
|
$
|
157,778
|
|
Other comprehensive loss
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(54,077
|
)
|
|
(70,178
|
)
|
|
(52,951
|
)
|
|||
Unrecognized prior service costs, net of tax
|
(860
|
)
|
|
(316
|
)
|
|
146
|
|
|||
Unrealized gains (losses) on securities, net of tax
|
32
|
|
|
(262
|
)
|
|
14
|
|
|||
Other comprehensive loss
|
(54,905
|
)
|
|
(70,756
|
)
|
|
(52,791
|
)
|
|||
Comprehensive income
|
$
|
179,394
|
|
|
$
|
141,669
|
|
|
$
|
104,987
|
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands, except share
and per share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
359,265
|
|
|
$
|
237,932
|
|
Accounts receivable, net
|
425,588
|
|
|
415,064
|
|
||
Inventories
|
246,847
|
|
|
259,486
|
|
||
Other current assets
|
99,246
|
|
|
64,347
|
|
||
Current assets of discontinued operations
|
58,985
|
|
|
56,332
|
|
||
Total current assets
|
1,189,931
|
|
|
1,033,161
|
|
||
Property, plant and equipment, net
|
145,494
|
|
|
137,564
|
|
||
Intangible assets, net
|
420,224
|
|
|
485,637
|
|
||
Goodwill
|
2,247,966
|
|
|
2,236,863
|
|
||
Other assets, net
|
204,679
|
|
|
198,041
|
|
||
Long-term assets of discontinued operations
|
68,389
|
|
|
75,029
|
|
||
Total assets
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1,172
|
|
|
$
|
1,123
|
|
Accounts payable
|
168,033
|
|
|
140,980
|
|
||
Accrued restructuring and contract termination charges
|
7,479
|
|
|
17,042
|
|
||
Accrued expenses and other current liabilities
|
399,700
|
|
|
382,334
|
|
||
Current liabilities of discontinued operations
|
26,971
|
|
|
20,006
|
|
||
Total current liabilities
|
603,355
|
|
|
561,485
|
|
||
Long-term debt
|
1,045,254
|
|
|
1,011,762
|
|
||
Long-term liabilities
|
459,544
|
|
|
465,490
|
|
||
Long-term liabilities of discontinued operations
|
14,960
|
|
|
17,117
|
|
||
Total liabilities
|
2,123,113
|
|
|
2,055,854
|
|
||
Commitments and contingencies (see Notes 13 and 16)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 109,617,000 and 112,034,000 shares at January 1, 2017 and January 3, 2016, respectively
|
109,617
|
|
|
112,034
|
|
||
Capital in excess of par value
|
26,130
|
|
|
52,932
|
|
||
Retained earnings
|
2,118,684
|
|
|
1,991,431
|
|
||
Accumulated other comprehensive loss
|
(100,861
|
)
|
|
(45,956
|
)
|
||
Total stockholders’ equity
|
2,153,570
|
|
|
2,110,441
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
Common
Stock
Amount
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
|
Total
Stockholders’
Equity
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance, December 29, 2013
|
$
|
112,626
|
|
|
$
|
119,906
|
|
|
$
|
1,684,364
|
|
|
$
|
77,591
|
|
|
$
|
1,994,487
|
|
Net income
|
—
|
|
|
—
|
|
|
157,778
|
|
|
—
|
|
|
157,778
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,791
|
)
|
|
(52,791
|
)
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(31,597
|
)
|
|
—
|
|
|
(31,597
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
1,024
|
|
|
23,431
|
|
|
—
|
|
|
—
|
|
|
24,455
|
|
|||||
Issuance of common stock for employee stock purchase plans
|
61
|
|
|
2,478
|
|
|
—
|
|
|
—
|
|
|
2,539
|
|
|||||
Purchases of common stock
|
(1,448
|
)
|
|
(64,081
|
)
|
|
—
|
|
|
—
|
|
|
(65,529
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
218
|
|
|
7,662
|
|
|
—
|
|
|
—
|
|
|
7,880
|
|
|||||
Stock compensation
|
—
|
|
|
4,880
|
|
|
—
|
|
|
—
|
|
|
4,880
|
|
|||||
Balance, December 28, 2014
|
$
|
112,481
|
|
|
$
|
94,276
|
|
|
$
|
1,810,545
|
|
|
$
|
24,800
|
|
|
$
|
2,042,102
|
|
Net income
|
—
|
|
|
—
|
|
|
212,425
|
|
|
—
|
|
|
212,425
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,756
|
)
|
|
(70,756
|
)
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(31,539
|
)
|
|
—
|
|
|
(31,539
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
849
|
|
|
16,491
|
|
|
—
|
|
|
—
|
|
|
17,340
|
|
|||||
Issuance of common stock for employee stock purchase plans
|
78
|
|
|
3,608
|
|
|
—
|
|
|
—
|
|
|
3,686
|
|
|||||
Purchases of common stock
|
(1,595
|
)
|
|
(74,844
|
)
|
|
—
|
|
|
—
|
|
|
(76,439
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
221
|
|
|
9,098
|
|
|
—
|
|
|
—
|
|
|
9,319
|
|
|||||
Stock compensation
|
—
|
|
|
4,303
|
|
|
—
|
|
|
—
|
|
|
4,303
|
|
|||||
Balance, January 3, 2016
|
$
|
112,034
|
|
|
$
|
52,932
|
|
|
$
|
1,991,431
|
|
|
$
|
(45,956
|
)
|
|
$
|
2,110,441
|
|
Adjustment to recognize prior year's unrecognized excess tax benefits upon adoption of ASU 2016-09 (see Note 1)
|
—
|
|
|
177
|
|
|
14,051
|
|
|
—
|
|
|
14,228
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
234,299
|
|
|
—
|
|
|
234,299
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,905
|
)
|
|
(54,905
|
)
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(30,629
|
)
|
|
—
|
|
|
(30,629
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
576
|
|
|
13,842
|
|
|
—
|
|
|
—
|
|
|
14,418
|
|
|||||
Issuance of common stock for employee stock purchase plans
|
50
|
|
|
2,413
|
|
|
—
|
|
|
—
|
|
|
2,463
|
|
|||||
Purchases of common stock
|
(3,275
|
)
|
|
(58,058
|
)
|
|
(90,468
|
)
|
|
—
|
|
|
(151,801
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
232
|
|
|
10,193
|
|
|
—
|
|
|
—
|
|
|
10,425
|
|
|||||
Stock compensation
|
—
|
|
|
4,631
|
|
|
—
|
|
|
—
|
|
|
4,631
|
|
|||||
Balance, January 1, 2017
|
$
|
109,617
|
|
|
$
|
26,130
|
|
|
$
|
2,118,684
|
|
|
$
|
(100,861
|
)
|
|
$
|
2,153,570
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
234,299
|
|
|
$
|
212,425
|
|
|
$
|
157,778
|
|
Income from discontinued operations and dispositions, net of income taxes
|
(18,593
|
)
|
|
(23,640
|
)
|
|
(27,639
|
)
|
|||
Income from continuing operations
|
215,706
|
|
|
188,785
|
|
|
130,139
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
|
|
|
|
|
|
||||||
Restructuring and contract termination charges, net
|
5,124
|
|
|
13,547
|
|
|
13,325
|
|
|||
Depreciation and amortization
|
99,972
|
|
|
105,364
|
|
|
110,465
|
|
|||
Stock-based compensation
|
17,158
|
|
|
17,278
|
|
|
14,057
|
|
|||
Pension and other postretirement expense
|
14,511
|
|
|
9,381
|
|
|
77,182
|
|
|||
Change in fair value of contingent consideration
|
16,183
|
|
|
—
|
|
|
—
|
|
|||
Deferred taxes
|
(6,526
|
)
|
|
(6,571
|
)
|
|
(33,351
|
)
|
|||
Contingencies and non-cash tax matters
|
(291
|
)
|
|
(5,342
|
)
|
|
(7,605
|
)
|
|||
Amortization of deferred debt issuance costs and accretion of discounts
|
2,137
|
|
|
1,496
|
|
|
1,434
|
|
|||
(Gains) losses on disposition of businesses and assets, net
|
(5,562
|
)
|
|
—
|
|
|
108
|
|
|||
Amortization of acquired inventory revaluation
|
396
|
|
|
7,275
|
|
|
2,425
|
|
|||
Excess tax benefit from exercise of common stock options
|
—
|
|
|
(2,435
|
)
|
|
—
|
|
|||
Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(18,960
|
)
|
|
4,061
|
|
|
(12,059
|
)
|
|||
Inventories
|
6,752
|
|
|
(27,931
|
)
|
|
(19,443
|
)
|
|||
Accounts payable
|
30,716
|
|
|
(10,897
|
)
|
|
2,847
|
|
|||
Accrued expenses and other
|
(53,540
|
)
|
|
(30,177
|
)
|
|
(31,622
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
323,776
|
|
|
263,834
|
|
|
247,902
|
|
|||
Net cash provided by operating activities of discontinued operations
|
26,839
|
|
|
23,264
|
|
|
33,695
|
|
|||
Net cash provided by operating activities
|
350,615
|
|
|
287,098
|
|
|
281,597
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(31,702
|
)
|
|
(28,218
|
)
|
|
(27,152
|
)
|
|||
Proceeds from disposition of businesses
|
21,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from dispositions of property, plant and equipment, net
|
—
|
|
|
—
|
|
|
2,531
|
|
|||
Changes in restricted cash balances
|
(16,959
|
)
|
|
59
|
|
|
—
|
|
|||
Proceeds from surrender of life insurance policies
|
44
|
|
|
757
|
|
|
490
|
|
|||
Activity related to acquisitions, net of cash and cash equivalents acquired
|
(71,924
|
)
|
|
(72,040
|
)
|
|
(271,477
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(99,541
|
)
|
|
(99,442
|
)
|
|
(295,608
|
)
|
|||
Net cash used in investing activities of discontinued operations
|
(1,302
|
)
|
|
(1,414
|
)
|
|
(289
|
)
|
|||
Net cash used in investing activities
|
(100,843
|
)
|
|
(100,856
|
)
|
|
(295,897
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payments on revolving credit facility
|
(902,507
|
)
|
|
(485,000
|
)
|
|
(356,000
|
)
|
|||
Proceeds from revolving credit facility
|
420,507
|
|
|
451,000
|
|
|
475,000
|
|
|||
Proceeds from sale of senior debt
|
546,190
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt financing costs
|
(7,868
|
)
|
|
—
|
|
|
(1,845
|
)
|
|||
Net payments on other credit facilities
|
(1,096
|
)
|
|
(1,072
|
)
|
|
(12,675
|
)
|
|||
Settlement of cash flow hedges
|
(1,900
|
)
|
|
18,706
|
|
|
—
|
|
|||
Payments for acquisition-related contingent consideration
|
(155
|
)
|
|
(103
|
)
|
|
(855
|
)
|
|||
Excess tax benefit from exercise of common stock options
|
—
|
|
|
2,435
|
|
|
—
|
|
|||
Proceeds from issuance of common stock under stock plans
|
14,418
|
|
|
14,905
|
|
|
24,455
|
|
|||
Purchases of common stock
|
(151,801
|
)
|
|
(76,439
|
)
|
|
(65,529
|
)
|
|||
Dividends paid
|
(30,799
|
)
|
|
(31,571
|
)
|
|
(31,620
|
)
|
|||
Net cash (used in) provided by financing activities
|
(115,011
|
)
|
|
(107,139
|
)
|
|
30,931
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(13,428
|
)
|
|
(15,992
|
)
|
|
(15,052
|
)
|
|||
Net increase in cash and cash equivalents
|
121,333
|
|
|
63,111
|
|
|
1,579
|
|
|||
Cash and cash equivalents at beginning of year
|
237,932
|
|
|
174,821
|
|
|
173,242
|
|
|||
Cash and cash equivalents at end of year
|
$
|
359,265
|
|
|
$
|
237,932
|
|
|
$
|
174,821
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
30,718
|
|
|
$
|
31,741
|
|
|
$
|
30,320
|
|
Income taxes
|
$
|
43,549
|
|
|
$
|
49,275
|
|
|
$
|
40,638
|
|
Note 1:
|
Nature of Operations and Accounting Policies
|
Note 2:
|
Business Combinations
|
|
2016 Acquisitions
|
||
|
(In thousands)
|
||
Fair value of business combination:
|
|
||
Cash payments
|
$
|
72,497
|
|
Working capital and other adjustments
|
(261
|
)
|
|
Less: cash acquired
|
(2,152
|
)
|
|
Total
|
$
|
70,084
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
$
|
7,293
|
|
Property, plant and equipment
|
7,542
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
5,500
|
|
|
Trade names
|
570
|
|
|
Customer relationships
|
13,800
|
|
|
Goodwill
|
45,648
|
|
|
Deferred taxes
|
(8,284
|
)
|
|
Liabilities assumed
|
(1,985
|
)
|
|
Total
|
$
|
70,084
|
|
|
2015 Acquisitions
|
||
|
(In thousands)
|
||
Fair value of business combination:
|
|
||
Cash payments
|
$
|
75,285
|
|
Contingent consideration
|
56,878
|
|
|
Working capital and other adjustments
|
1,832
|
|
|
Less: cash acquired
|
(3,864
|
)
|
|
Total
|
$
|
130,131
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
$
|
2,551
|
|
Property, plant and equipment
|
998
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
15,759
|
|
|
Trade names
|
200
|
|
|
Licenses
|
116
|
|
|
Customer relationships
|
3,073
|
|
|
IPR&D
|
75,700
|
|
|
Goodwill
|
53,112
|
|
|
Deferred taxes
|
(18,528
|
)
|
|
Liabilities assumed
|
(2,850
|
)
|
|
Total
|
$
|
130,131
|
|
|
Perten
|
|
2014 Other Acquisitions
|
||||
|
(In thousands)
|
||||||
Fair value of business combination:
|
|
|
|
||||
Cash payments
|
$
|
269,937
|
|
|
$
|
17,898
|
|
Working capital and other adjustments
|
—
|
|
|
(294
|
)
|
||
Less: cash acquired
|
(16,732
|
)
|
|
(124
|
)
|
||
Total
|
$
|
253,205
|
|
|
$
|
17,480
|
|
Identifiable assets acquired and liabilities assumed:
|
|
|
|
||||
Current assets
|
$
|
32,578
|
|
|
$
|
1,935
|
|
Property, plant and equipment
|
1,485
|
|
|
125
|
|
||
Other assets
|
—
|
|
|
364
|
|
||
Identifiable intangible assets:
|
|
|
|
||||
Core technology
|
17,000
|
|
|
1,705
|
|
||
Trade names
|
8,000
|
|
|
—
|
|
||
Customer relationships
|
87,000
|
|
|
6,800
|
|
||
IPR&D
|
—
|
|
|
1,266
|
|
||
Goodwill
|
160,776
|
|
|
15,518
|
|
||
Deferred taxes
|
(28,612
|
)
|
|
(3,072
|
)
|
||
Deferred revenue
|
—
|
|
|
(589
|
)
|
||
Liabilities assumed
|
(17,422
|
)
|
|
(2,285
|
)
|
||
Debt assumed
|
(7,600
|
)
|
|
(4,287
|
)
|
||
Total
|
$
|
253,205
|
|
|
$
|
17,480
|
|
Note 3:
|
Disposition of Businesses and Assets
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Loss on disposition of microarray-based diagnostic testing laboratory
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(90
|
)
|
Gain (loss) on disposition of Technical Services business
|
1,753
|
|
|
(28
|
)
|
|
(156
|
)
|
|||
Loss on disposition of Fluid Sciences Segment
|
(1,134
|
)
|
|
—
|
|
|
—
|
|
|||
Other discontinued operations
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Gain (loss) on disposition of discontinued operations before income taxes
|
$
|
619
|
|
|
$
|
(28
|
)
|
|
$
|
(260
|
)
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
146,217
|
|
|
$
|
158,128
|
|
|
$
|
168,124
|
|
Cost of revenue
|
95,395
|
|
|
97,777
|
|
|
100,512
|
|
|||
Selling, general and administrative expenses
|
13,657
|
|
|
11,712
|
|
|
12,503
|
|
|||
Research and development expenses
|
14,368
|
|
|
13,391
|
|
|
13,222
|
|
|||
Restructuring and contract termination charges, net
|
568
|
|
|
43
|
|
|
1,111
|
|
|||
Income from discontinued operations before income taxes
|
$
|
22,229
|
|
|
$
|
35,205
|
|
|
$
|
40,776
|
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Current assets of discontinued operations:
|
|
|
|
||||
Accounts receivables
|
$
|
28,400
|
|
|
$
|
23,951
|
|
Inventories
|
26,977
|
|
|
28,542
|
|
||
Prepaid income taxes
|
425
|
|
|
68
|
|
||
Other current assets
|
3,183
|
|
|
3,771
|
|
||
Total current assets of discontinued operations
|
58,985
|
|
|
56,332
|
|
||
Property, plant and equipment
|
25,219
|
|
|
29,465
|
|
||
Intangible assets
|
3,292
|
|
|
5,174
|
|
||
Goodwill
|
38,794
|
|
|
39,286
|
|
||
Other assets, net
|
1,084
|
|
|
1,104
|
|
||
Long-term assets of discontinued operations
|
68,389
|
|
|
75,029
|
|
||
Total assets of discontinued operations
|
$
|
127,374
|
|
|
$
|
131,361
|
|
|
|
|
|
||||
Current liabilities of discontinued operations:
|
|
|
|
||||
Accounts payable
|
$
|
16,770
|
|
|
$
|
11,746
|
|
Accrued restructuring and contract termination charges
|
209
|
|
|
48
|
|
||
Accrued expenses and other current liabilities
|
9,992
|
|
|
8,212
|
|
||
Total current liabilities of discontinued operations
|
26,971
|
|
|
20,006
|
|
||
Deferred income taxes
|
7,851
|
|
|
9,460
|
|
||
Long-term liabilities
|
7,109
|
|
|
7,657
|
|
||
Total long-term liabilities
|
14,960
|
|
|
17,117
|
|
||
Total liabilities of discontinued operations
|
$
|
41,931
|
|
|
$
|
37,123
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Depreciation
|
$
|
4,418
|
|
|
$
|
4,705
|
|
|
$
|
4,678
|
|
Amortization
|
1,848
|
|
|
1,938
|
|
|
1,932
|
|
|||
Capital expenditures
|
1,302
|
|
|
1,414
|
|
|
2,133
|
|
|
Workforce Reductions
|
|
Closure of Excess Facility
|
|
Total
|
|
(Expected) Date Payments Substantially Completed by
|
|||||||||||||||||||
|
Headcount Reduction
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
|
Severance
|
|
Excess Facility
|
||||||||||||
|
(In thousands, except headcount data)
|
|
|
|
|
|||||||||||||||||||||
Q3 2016 Plan
|
22
|
|
|
$
|
41
|
|
|
$
|
1,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,820
|
|
|
Q4 FY2017
|
|
—
|
Q2 2016 Plan
|
72
|
|
|
561
|
|
|
4,106
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
Q3 FY2017
|
|
—
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Q4 2015 Plan
|
174
|
|
|
1,315
|
|
|
9,980
|
|
|
—
|
|
|
285
|
|
|
11,580
|
|
|
Q1 FY2017
|
|
Q4 FY2017
|
|||||
Q2 2015 Plan
|
95
|
|
|
673
|
|
|
5,290
|
|
|
—
|
|
|
—
|
|
|
5,963
|
|
|
Q2 FY2016
|
|
—
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Q3 2014 Plan
|
152
|
|
|
2,885
|
|
|
10,166
|
|
|
—
|
|
|
—
|
|
|
13,051
|
|
|
Q4 FY2015
|
|
—
|
|||||
Q2 2014 Plan
|
21
|
|
|
235
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|
Q2 FY2015
|
|
—
|
|||||
Q1 2014 Plan
|
17
|
|
|
281
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
Q4 FY2014
|
|
—
|
|
|
Balance at December 29, 2013
|
|
2014 Charges and Changes in Estimates, Net
|
|
2014 Amounts Paid
|
|
Balance at December 28, 2014
|
|
2015 Charges and Changes in Estimates, Net
|
|
2015 Amounts Paid
|
|
Balance at January 3, 2016
|
|
2016 Charges and Changes in Estimates, Net
|
|
2016 Amounts Paid
|
|
Balance at January 1, 2017
|
||||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||||||||
Severance:
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Q3 2016 Plan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,820
|
|
|
$
|
(612
|
)
|
|
$
|
1,208
|
|
Q2 2016 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
(3,231
|
)
|
|
1,436
|
|
||||||||||
Q4 2015 Plan
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,295
|
|
|
(925
|
)
|
|
10,370
|
|
|
(953
|
)
|
|
(8,198
|
)
|
|
1,219
|
|
||||||||||
Q2 2015 Plan
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,423
|
|
|
(4,322
|
)
|
|
1,101
|
|
|
(533
|
)
|
|
(370
|
)
|
|
198
|
|
||||||||||
Q3 2014 Plan
|
|
—
|
|
|
13,051
|
|
|
(2,992
|
)
|
|
10,059
|
|
|
(3,064
|
)
|
|
(5,460
|
)
|
|
1,535
|
|
|
—
|
|
|
(672
|
)
|
|
863
|
|
||||||||||
Q2 2014 Plan
|
|
—
|
|
|
670
|
|
|
(419
|
)
|
|
251
|
|
|
(179
|
)
|
|
(13
|
)
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||||||
Q1 2014 Plan
|
|
—
|
|
|
567
|
|
|
(475
|
)
|
|
92
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Facility:
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Q4 2015 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
(26
|
)
|
|
259
|
|
|
—
|
|
|
(248
|
)
|
|
$
|
11
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Previous Plans including 2013 plans
|
|
35,200
|
|
|
(2,508
|
)
|
|
(19,572
|
)
|
|
13,120
|
|
|
(204
|
)
|
|
(4,222
|
)
|
|
8,694
|
|
|
35
|
|
|
(3,299
|
)
|
|
$
|
5,430
|
|
|||||||||
Restructuring
|
|
35,200
|
|
|
11,780
|
|
|
(23,458
|
)
|
|
23,522
|
|
|
13,464
|
|
|
(14,968
|
)
|
|
22,018
|
|
|
5,036
|
|
|
(16,630
|
)
|
|
10,424
|
|
||||||||||
Contract Termination
|
|
300
|
|
|
1,545
|
|
|
(1,541
|
)
|
|
304
|
|
|
83
|
|
|
(255
|
)
|
|
132
|
|
|
88
|
|
|
(103
|
)
|
|
$
|
117
|
|
|||||||||
Total Restructuring and Contract Termination
|
|
$
|
35,500
|
|
|
$
|
13,325
|
|
|
$
|
(24,999
|
)
|
|
$
|
23,826
|
|
|
$
|
13,547
|
|
|
$
|
(15,223
|
)
|
|
$
|
22,150
|
|
|
$
|
5,124
|
|
|
$
|
(16,733
|
)
|
|
$
|
10,541
|
|
(1)
|
During
fiscal year 2016
, the Company recognized pre-tax restructuring reversals of
$1.0 million
in the Discovery & Analytical Solutions segment related to lower than expected costs associated with workforce reductions for the Q4 2015 Plan.
|
(2)
|
During
fiscal year 2016
, the Company recognized pre-tax restructuring reversals of
$0.1 million
in the Diagnostics segments and
$0.5 million
in the Discovery & Analytical Solutions segments related to lower than expected costs associated with workforce reductions for the Q2 2015 Plan.
|
Note 5:
|
Interest and Other Expense, Net
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(702
|
)
|
|
$
|
(673
|
)
|
|
$
|
(667
|
)
|
Interest expense
|
41,528
|
|
|
37,997
|
|
|
36,270
|
|
|||
Gain on disposition of businesses and assets (see Note 3)
|
(5,562
|
)
|
|
—
|
|
|
—
|
|
|||
Other expense, net
|
3,734
|
|
|
4,795
|
|
|
5,536
|
|
|||
Total interest and other expense, net
|
$
|
38,998
|
|
|
$
|
42,119
|
|
|
$
|
41,139
|
|
Note 6:
|
Income Taxes
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits, beginning of year
|
$
|
28,143
|
|
|
$
|
32,342
|
|
|
$
|
39,410
|
|
Gross increases—tax positions in prior periods
|
1,514
|
|
|
325
|
|
|
—
|
|
|||
Gross decreases—tax positions in prior periods
|
(183
|
)
|
|
(2,305
|
)
|
|
(1,809
|
)
|
|||
Gross increases—current-period tax positions
|
3,547
|
|
|
—
|
|
|
239
|
|
|||
Settlements
|
—
|
|
|
(441
|
)
|
|
(1,400
|
)
|
|||
Lapse of statute of limitations
|
(4,109
|
)
|
|
(1,077
|
)
|
|
(4,129
|
)
|
|||
Foreign currency translation adjustments
|
695
|
|
|
(701
|
)
|
|
31
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
29,607
|
|
|
$
|
28,143
|
|
|
$
|
32,342
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
39,689
|
|
|
$
|
(21,510
|
)
|
|
$
|
(58,886
|
)
|
Non-U.S.
|
204,379
|
|
|
230,317
|
|
|
182,754
|
|
|||
Total
|
$
|
244,068
|
|
|
$
|
208,807
|
|
|
$
|
123,868
|
|
|
Current Expense (Benefit)
|
|
Deferred Expense
(Benefit)
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended January 1, 2017
|
|
|
|
|
|
||||||
Federal
|
$
|
14
|
|
|
$
|
2,994
|
|
|
$
|
3,008
|
|
State
|
2,143
|
|
|
(575
|
)
|
|
1,568
|
|
|||
Non-U.S.
|
30,754
|
|
|
(6,968
|
)
|
|
23,786
|
|
|||
Total
|
$
|
32,911
|
|
|
$
|
(4,549
|
)
|
|
$
|
28,362
|
|
Fiscal year ended January 3, 2016
|
|
|
|
|
|
||||||
Federal
|
$
|
(10,952
|
)
|
|
$
|
(4,794
|
)
|
|
$
|
(15,746
|
)
|
State
|
2,613
|
|
|
(2,563
|
)
|
|
50
|
|
|||
Non-U.S.
|
37,963
|
|
|
(2,245
|
)
|
|
35,718
|
|
|||
Total
|
$
|
29,624
|
|
|
$
|
(9,602
|
)
|
|
$
|
20,022
|
|
Fiscal year ended December 28, 2014
|
|
|
|
|
|
||||||
Federal
|
$
|
(6,417
|
)
|
|
$
|
(20,164
|
)
|
|
$
|
(26,581
|
)
|
State
|
2,373
|
|
|
(4,166
|
)
|
|
(1,793
|
)
|
|||
Non-U.S.
|
31,878
|
|
|
(9,775
|
)
|
|
22,103
|
|
|||
Total
|
$
|
27,834
|
|
|
$
|
(34,105
|
)
|
|
$
|
(6,271
|
)
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Continuing operations
|
$
|
28,362
|
|
|
$
|
20,022
|
|
|
$
|
(6,271
|
)
|
Discontinued operations
|
4,255
|
|
|
11,537
|
|
|
12,877
|
|
|||
Total
|
$
|
32,617
|
|
|
$
|
31,559
|
|
|
$
|
6,606
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate
|
$
|
85,424
|
|
|
$
|
73,082
|
|
|
$
|
43,354
|
|
Non-U.S. rate differential, net
|
(52,648
|
)
|
|
(47,994
|
)
|
|
(34,845
|
)
|
|||
U.S. taxation of multinational operations
|
6,941
|
|
|
1,732
|
|
|
2,367
|
|
|||
State income taxes, net
|
1,509
|
|
|
80
|
|
|
1,352
|
|
|||
Prior year tax matters
|
(9,621
|
)
|
|
(6,387
|
)
|
|
(7,146
|
)
|
|||
Federal tax credits
|
(7,189
|
)
|
|
(2,096
|
)
|
|
(3,399
|
)
|
|||
Change in valuation allowance
|
(2,755
|
)
|
|
2,593
|
|
|
(7,679
|
)
|
|||
Non-deductible acquisition expense
|
5,701
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
1,000
|
|
|
(988
|
)
|
|
(275
|
)
|
|||
Total
|
$
|
28,362
|
|
|
$
|
20,022
|
|
|
$
|
(6,271
|
)
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory
|
$
|
10,994
|
|
|
$
|
8,231
|
|
Reserves and accruals
|
24,669
|
|
|
28,984
|
|
||
Accrued compensation
|
26,715
|
|
|
23,010
|
|
||
Net operating loss and credit carryforwards
|
113,415
|
|
|
100,336
|
|
||
Accrued pension
|
37,005
|
|
|
34,736
|
|
||
Restructuring reserve
|
1,954
|
|
|
6,362
|
|
||
Deferred revenue
|
38,113
|
|
|
40,065
|
|
||
All other, net
|
682
|
|
|
695
|
|
||
Total deferred tax assets
|
253,547
|
|
|
242,419
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Postretirement health benefits
|
(4,785
|
)
|
|
(4,202
|
)
|
||
Unrealized foreign exchange gain or loss
|
(15,730
|
)
|
|
(782
|
)
|
||
Depreciation and amortization
|
(130,176
|
)
|
|
(128,173
|
)
|
||
Total deferred tax liabilities
|
(150,691
|
)
|
|
(133,157
|
)
|
||
Valuation allowance
|
(65,640
|
)
|
|
(67,400
|
)
|
||
Net deferred tax assets
|
$
|
37,216
|
|
|
$
|
41,862
|
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Other assets, net
|
$
|
85,312
|
|
|
$
|
94,035
|
|
Long-term liabilities
|
(48,096
|
)
|
|
(52,173
|
)
|
||
Total
|
$
|
37,216
|
|
|
$
|
41,862
|
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
U.S.
|
$
|
52,604
|
|
|
$
|
63,872
|
|
Non-U.S.
|
(15,388
|
)
|
|
(22,010
|
)
|
||
Total
|
$
|
37,216
|
|
|
$
|
41,862
|
|
Note 7:
|
Earnings Per Share
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|||
|
(In thousands)
|
|||||||
Number of common shares—basic
|
109,478
|
|
|
112,507
|
|
|
112,593
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
640
|
|
|
621
|
|
|
922
|
|
Restricted stock awards
|
195
|
|
|
187
|
|
|
224
|
|
Number of common shares—diluted
|
110,313
|
|
|
113,315
|
|
|
113,739
|
|
Number of potentially dilutive securities excluded from calculation due to antidilutive impact
|
458
|
|
|
607
|
|
|
475
|
|
Note 8:
|
Accounts Receivable, Net
|
Note 9:
|
Inventories
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
79,189
|
|
|
$
|
85,100
|
|
Work in progress
|
6,561
|
|
|
5,919
|
|
||
Finished goods
|
161,097
|
|
|
168,467
|
|
||
Total inventories
|
$
|
246,847
|
|
|
$
|
259,486
|
|
Note 10:
|
Property, Plant and Equipment, Net
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Land
|
$
|
4,250
|
|
|
$
|
802
|
|
Building and leasehold improvements
|
162,780
|
|
|
156,035
|
|
||
Machinery and equipment
|
260,873
|
|
|
244,903
|
|
||
Total property, plant and equipment
|
427,903
|
|
|
401,740
|
|
||
Accumulated depreciation
|
(282,409
|
)
|
|
(264,176
|
)
|
||
Total property, plant and equipment, net
|
$
|
145,494
|
|
|
$
|
137,564
|
|
Note 11:
|
Marketable Securities and Investments
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
1,678
|
|
|
$
|
1,586
|
|
|
Market
|
|
Gross Unrealized Holding
|
||||||||||||
Value
|
|
Cost
|
|
Gains
|
|
(Losses)
|
|||||||||
|
|
(In thousands)
|
|
|
|||||||||||
January 1, 2017
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
598
|
|
|
$
|
1,077
|
|
|
$
|
—
|
|
|
$
|
(479
|
)
|
Fixed-income securities
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1,058
|
|
|
1,121
|
|
|
—
|
|
|
(63
|
)
|
||||
|
$
|
1,678
|
|
|
$
|
2,220
|
|
|
$
|
—
|
|
|
$
|
(542
|
)
|
January 3, 2016
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
908
|
|
|
$
|
1,299
|
|
|
$
|
—
|
|
|
$
|
(391
|
)
|
Fixed-income securities
|
57
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||
Other
|
621
|
|
|
822
|
|
|
—
|
|
|
(201
|
)
|
||||
|
$
|
1,586
|
|
|
$
|
2,178
|
|
|
$
|
—
|
|
|
$
|
(592
|
)
|
Note 12:
|
Goodwill and Intangible Assets, Net
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Balance at December 28, 2014
|
$
|
922,582
|
|
|
$
|
1,321,547
|
|
|
$
|
2,244,129
|
|
Foreign currency translation
|
(15,939
|
)
|
|
(38,778
|
)
|
|
(54,717
|
)
|
|||
Acquisitions, earnouts and other
|
33,496
|
|
|
13,955
|
|
|
47,451
|
|
|||
Balance at January 3, 2016
|
940,139
|
|
|
1,296,724
|
|
|
2,236,863
|
|
|||
Foreign currency translation
|
(11,873
|
)
|
|
(16,602
|
)
|
|
(28,475
|
)
|
|||
Acquisitions, earnouts and other
|
15,764
|
|
|
23,814
|
|
|
39,578
|
|
|||
Balance at January 1, 2017
|
$
|
944,030
|
|
|
$
|
1,303,936
|
|
|
$
|
2,247,966
|
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Patents
|
$
|
11,900
|
|
|
$
|
28,001
|
|
|
$
|
39,901
|
|
Less: Accumulated amortization
|
(9,556
|
)
|
|
(22,852
|
)
|
|
(32,408
|
)
|
|||
Net patents
|
2,344
|
|
|
5,149
|
|
|
7,493
|
|
|||
Trade names and trademarks
|
11,523
|
|
|
28,563
|
|
|
40,086
|
|
|||
Less: Accumulated amortization
|
(8,090
|
)
|
|
(15,927
|
)
|
|
(24,017
|
)
|
|||
Net trade names and trademarks
|
3,433
|
|
|
12,636
|
|
|
16,069
|
|
|||
Licenses
|
7,936
|
|
|
49,831
|
|
|
57,767
|
|
|||
Less: Accumulated amortization
|
(7,762
|
)
|
|
(38,745
|
)
|
|
(46,507
|
)
|
|||
Net licenses
|
174
|
|
|
11,086
|
|
|
11,260
|
|
|||
Core technology
|
70,896
|
|
|
233,291
|
|
|
304,187
|
|
|||
Less: Accumulated amortization
|
(49,380
|
)
|
|
(184,340
|
)
|
|
(233,720
|
)
|
|||
Net core technology
|
21,516
|
|
|
48,951
|
|
|
70,467
|
|
|||
Customer relationships
|
123,884
|
|
|
259,419
|
|
|
383,303
|
|
|||
Less: Accumulated amortization
|
(93,720
|
)
|
|
(119,342
|
)
|
|
(213,062
|
)
|
|||
Net customer relationships
|
30,164
|
|
|
140,077
|
|
|
170,241
|
|
|||
IPR&D
|
72,946
|
|
|
5,569
|
|
|
78,515
|
|
|||
Less: Accumulated amortization
|
(960
|
)
|
|
(3,445
|
)
|
|
(4,405
|
)
|
|||
Net IPR&D
|
71,986
|
|
|
2,124
|
|
|
74,110
|
|
|||
Net amortizable intangible assets
|
129,617
|
|
|
220,023
|
|
|
349,640
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
—
|
|
|
70,584
|
|
|
70,584
|
|
|||
Total
|
$
|
129,617
|
|
|
$
|
290,607
|
|
|
$
|
420,224
|
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Patents
|
$
|
11,900
|
|
|
$
|
28,011
|
|
|
$
|
39,911
|
|
Less: Accumulated amortization
|
(8,475
|
)
|
|
(21,313
|
)
|
|
(29,788
|
)
|
|||
Net patents
|
3,425
|
|
|
6,698
|
|
|
10,123
|
|
|||
Trade names and trademarks
|
11,503
|
|
|
28,746
|
|
|
40,249
|
|
|||
Less: Accumulated amortization
|
(7,002
|
)
|
|
(13,684
|
)
|
|
(20,686
|
)
|
|||
Net trade names and trademarks
|
4,501
|
|
|
15,062
|
|
|
19,563
|
|
|||
Licenses
|
7,939
|
|
|
48,226
|
|
|
56,165
|
|
|||
Less: Accumulated amortization
|
(6,942
|
)
|
|
(36,029
|
)
|
|
(42,971
|
)
|
|||
Net licenses
|
997
|
|
|
12,197
|
|
|
13,194
|
|
|||
Core technology
|
71,821
|
|
|
231,004
|
|
|
302,825
|
|
|||
Less: Accumulated amortization
|
(43,182
|
)
|
|
(166,471
|
)
|
|
(209,653
|
)
|
|||
Net core technology
|
28,639
|
|
|
64,533
|
|
|
93,172
|
|
|||
Customer relationships
|
128,604
|
|
|
256,921
|
|
|
385,525
|
|
|||
Less: Accumulated amortization
|
(94,222
|
)
|
|
(93,836
|
)
|
|
(188,058
|
)
|
|||
Net customer relationships
|
34,382
|
|
|
163,085
|
|
|
197,467
|
|
|||
IPR&D
|
78,479
|
|
|
7,200
|
|
|
85,679
|
|
|||
Less: Accumulated amortization
|
(756
|
)
|
|
(3,389
|
)
|
|
(4,145
|
)
|
|||
Net IPR&D
|
77,723
|
|
|
3,811
|
|
|
81,534
|
|
|||
Net amortizable intangible assets
|
149,667
|
|
|
265,386
|
|
|
415,053
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
—
|
|
|
70,584
|
|
|
70,584
|
|
|||
Total
|
$
|
149,667
|
|
|
$
|
335,970
|
|
|
$
|
485,637
|
|
Note 13:
|
Debt
|
|
Sr. Unsecured
Revolving
Credit Facility
Maturing 2021
|
|
5.0% Sr. Notes
Maturing 2021
|
|
1.875% Sr. Notes
Maturing 2026
|
|
Financing Lease Obligations
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,172
|
|
|
$
|
1,172
|
|
2018
|
—
|
|
|
—
|
|
|
—
|
|
|
1,367
|
|
|
1,367
|
|
|||||
2019
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
1,532
|
|
|||||
2020
|
—
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
|
1,597
|
|
|||||
2021
|
—
|
|
|
500,000
|
|
|
—
|
|
|
1,664
|
|
|
501,664
|
|
|||||
2022 and thereafter
|
—
|
|
|
—
|
|
|
527,050
|
|
|
29,742
|
|
|
556,792
|
|
|||||
Total before unamortized discount and debt issuance costs
|
—
|
|
|
500,000
|
|
|
527,050
|
|
|
37,074
|
|
|
1,064,124
|
|
|||||
Unamortized discount and debt issuance costs
|
(4,260
|
)
|
|
(4,167
|
)
|
|
(9,271
|
)
|
|
—
|
|
|
(17,698
|
)
|
|||||
Total
|
$
|
(4,260
|
)
|
|
$
|
495,833
|
|
|
$
|
517,779
|
|
|
$
|
37,074
|
|
|
$
|
1,046,426
|
|
Note 14:
|
Accrued Expenses and Other Current Liabilities
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Payroll and incentives
|
$
|
61,474
|
|
|
$
|
61,319
|
|
Employee benefits
|
31,039
|
|
|
31,979
|
|
||
Deferred revenue
|
162,987
|
|
|
163,006
|
|
||
Federal, non-U.S. and state income taxes
|
8,189
|
|
|
2,882
|
|
||
Other accrued operating expenses
|
136,011
|
|
|
123,148
|
|
||
Total accrued expenses and other current liabilities
|
$
|
399,700
|
|
|
$
|
382,334
|
|
Note 15:
|
Employee Benefit Plans
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
4,337
|
|
|
$
|
4,332
|
|
|
$
|
4,070
|
|
Interest cost
|
18,638
|
|
|
20,696
|
|
|
23,475
|
|
|||
Expected return on plan assets
|
(24,245
|
)
|
|
(26,021
|
)
|
|
(25,007
|
)
|
|||
Curtailment gain
|
—
|
|
|
(907
|
)
|
|
—
|
|
|||
Actuarial loss
|
15,890
|
|
|
12,953
|
|
|
71,700
|
|
|||
Amortization of prior service cost
|
(210
|
)
|
|
(238
|
)
|
|
(281
|
)
|
|||
Net periodic pension cost
|
$
|
14,410
|
|
|
$
|
10,815
|
|
|
$
|
73,957
|
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||||||
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|||||||||
(In thousands)
|
|||||||||||||||
Actuarial present value of benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
271,127
|
|
|
$
|
300,650
|
|
|
$
|
267,862
|
|
|
$
|
301,416
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of year
|
$
|
276,960
|
|
|
$
|
301,416
|
|
|
$
|
303,809
|
|
|
$
|
327,632
|
|
Service cost
|
2,262
|
|
|
2,075
|
|
|
2,532
|
|
|
1,800
|
|
||||
Interest cost
|
6,205
|
|
|
12,433
|
|
|
7,695
|
|
|
13,001
|
|
||||
Benefits paid and plan expenses
|
(11,940
|
)
|
|
(19,424
|
)
|
|
(11,100
|
)
|
|
(24,127
|
)
|
||||
Participants’ contributions
|
209
|
|
|
—
|
|
|
343
|
|
|
—
|
|
||||
Business divestiture
|
(2,955
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan curtailments
|
—
|
|
|
—
|
|
|
(759
|
)
|
|
—
|
|
||||
Plan settlements
|
(993
|
)
|
|
—
|
|
|
(1,401
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
38,623
|
|
|
4,150
|
|
|
131
|
|
|
(16,890
|
)
|
||||
Effect of exchange rate changes
|
(28,849
|
)
|
|
—
|
|
|
(24,290
|
)
|
|
—
|
|
||||
Projected benefit obligations at end of year
|
$
|
279,522
|
|
|
$
|
300,650
|
|
|
$
|
276,960
|
|
|
$
|
301,416
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
150,894
|
|
|
$
|
244,693
|
|
|
$
|
156,767
|
|
|
$
|
256,254
|
|
Actual return on plan assets
|
32,581
|
|
|
18,548
|
|
|
3,745
|
|
|
(7,434
|
)
|
||||
Benefits paid and plan expenses
|
(11,940
|
)
|
|
(19,424
|
)
|
|
(11,100
|
)
|
|
(24,127
|
)
|
||||
Employer’s contributions
|
9,562
|
|
|
—
|
|
|
10,908
|
|
|
20,000
|
|
||||
Participants’ contributions
|
209
|
|
|
—
|
|
|
343
|
|
|
—
|
|
||||
Plan settlements
|
(993
|
)
|
|
—
|
|
|
(1,401
|
)
|
|
—
|
|
||||
Effect of exchange rate changes
|
(27,032
|
)
|
|
—
|
|
|
(8,368
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
153,281
|
|
|
243,817
|
|
|
150,894
|
|
|
244,693
|
|
||||
Net liabilities recognized in the consolidated balance sheets
|
$
|
(126,241
|
)
|
|
$
|
(56,833
|
)
|
|
$
|
(126,066
|
)
|
|
$
|
(56,723
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
12,944
|
|
|
$
|
—
|
|
|
$
|
12,135
|
|
|
$
|
—
|
|
Current liabilities
|
(6,033
|
)
|
|
—
|
|
|
(6,261
|
)
|
|
—
|
|
||||
Noncurrent liabilities
|
(133,152
|
)
|
|
(56,833
|
)
|
|
(131,940
|
)
|
|
(56,723
|
)
|
||||
Net liabilities recognized in the consolidated balance sheets
|
$
|
(126,241
|
)
|
|
$
|
(56,833
|
)
|
|
$
|
(126,066
|
)
|
|
$
|
(56,723
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
$
|
(603
|
)
|
|
$
|
—
|
|
|
$
|
(932
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
2.06
|
%
|
|
4.06
|
%
|
|
2.88
|
%
|
|
4.25
|
%
|
||||
Rate of compensation increase
|
3.64
|
%
|
|
None
|
|
|
3.26
|
%
|
|
None
|
|
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Discount rate
|
2.88
|
%
|
|
4.25
|
%
|
|
2.75
|
%
|
|
4.08
|
%
|
|
3.77
|
%
|
|
4.77
|
%
|
Rate of compensation increase
|
3.26
|
%
|
|
None
|
|
|
3.28
|
%
|
|
None
|
|
|
3.23
|
%
|
|
None
|
|
Expected rate of return on assets
|
5.30
|
%
|
|
7.25
|
%
|
|
4.60
|
%
|
|
7.25
|
%
|
|
5.30
|
%
|
|
7.25
|
%
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Projected benefit obligations
|
$
|
139,185
|
|
|
$
|
138,201
|
|
Fair value of plan assets
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Accumulated benefit obligations
|
$
|
136,197
|
|
|
$
|
134,858
|
|
Fair value of plan assets
|
—
|
|
|
—
|
|
|
Target Allocation
|
|
Percentage of Plan Assets at
|
||||||||||||||
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||||||
Asset Category
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Equity securities
|
45-55%
|
|
|
40-50%
|
|
|
48
|
%
|
|
41
|
%
|
|
49
|
%
|
|
42
|
%
|
Debt securities
|
45-55%
|
|
|
50-60%
|
|
|
51
|
%
|
|
59
|
%
|
|
50
|
%
|
|
58
|
%
|
Other
|
0-5%
|
|
|
0-5%
|
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value Measurements at January 3, 2016 Using:
|
||||||||||||
Total Carrying
Value at January 3, 2016 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
2,890
|
|
|
$
|
2,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
30,357
|
|
|
30,357
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
26,686
|
|
|
26,686
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
10,600
|
|
|
10,600
|
|
|
—
|
|
|
—
|
|
||||
Equity index funds
|
74,974
|
|
|
—
|
|
|
74,974
|
|
|
—
|
|
||||
Domestic real estate funds
|
2,735
|
|
|
2,735
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
8,128
|
|
|
8,128
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Treasury Securities
|
21,531
|
|
|
—
|
|
|
21,531
|
|
|
—
|
|
||||
Corporate and U.S. debt instruments
|
137,117
|
|
|
28,746
|
|
|
108,371
|
|
|
—
|
|
||||
Corporate bonds
|
23,871
|
|
|
—
|
|
|
23,871
|
|
|
—
|
|
||||
High yield bond funds
|
3,324
|
|
|
3,324
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
23,415
|
|
|
—
|
|
|
—
|
|
|
23,415
|
|
||||
Venture capital funds
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Non-U.S. government index linked bonds
|
29,958
|
|
|
—
|
|
|
29,958
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
395,587
|
|
|
$
|
113,466
|
|
|
$
|
258,705
|
|
|
$
|
23,416
|
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3):
|
||||||||||
Venture
Capital
Funds
|
|
Multi-strategy
Hedge
Funds
|
|
Total
|
|||||||
(In thousands)
|
|||||||||||
Balance at December 29, 2013
|
$
|
8
|
|
|
$
|
22,689
|
|
|
$
|
22,697
|
|
Unrealized (losses) gains
|
(7
|
)
|
|
643
|
|
|
636
|
|
|||
Balance at December 28, 2014
|
1
|
|
|
23,332
|
|
|
23,333
|
|
|||
Unrealized gains
|
—
|
|
|
83
|
|
|
83
|
|
|||
Balance at January 3, 2016
|
1
|
|
|
23,415
|
|
|
23,416
|
|
|||
Realized losses
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Unrealized gains
|
—
|
|
|
375
|
|
|
375
|
|
|||
Balance at January 1, 2017
|
$
|
—
|
|
|
$
|
23,790
|
|
|
$
|
23,790
|
|
|
Non-U.S.
|
|
U.S.
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
10,147
|
|
|
$
|
18,406
|
|
2018
|
10,474
|
|
|
18,559
|
|
||
2019
|
10,839
|
|
|
18,651
|
|
||
2020
|
11,232
|
|
|
18,775
|
|
||
2021
|
11,749
|
|
|
19,103
|
|
||
2022-2026
|
62,667
|
|
|
96,349
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
101
|
|
|
$
|
108
|
|
|
$
|
95
|
|
Interest cost
|
142
|
|
|
143
|
|
|
155
|
|
|||
Expected return on plan assets
|
(1,035
|
)
|
|
(1,062
|
)
|
|
(964
|
)
|
|||
Actuarial loss (gain)
|
(539
|
)
|
|
971
|
|
|
(384
|
)
|
|||
Net periodic postretirement medical benefit (credit) cost
|
$
|
(1,331
|
)
|
|
$
|
160
|
|
|
$
|
(1,098
|
)
|
|
January 1,
2017 |
|
January 3,
2016 |
||||
|
(In thousands)
|
||||||
Actuarial present value of benefit obligations:
|
|
|
|
||||
Retirees
|
$
|
907
|
|
|
$
|
1,033
|
|
Active employees eligible to retire
|
423
|
|
|
424
|
|
||
Other active employees
|
2,031
|
|
|
2,119
|
|
||
Accumulated benefit obligations at beginning of year
|
3,361
|
|
|
3,576
|
|
||
Service cost
|
101
|
|
|
108
|
|
||
Interest cost
|
142
|
|
|
143
|
|
||
Benefits paid
|
(145
|
)
|
|
(158
|
)
|
||
Actuarial gain
|
(329
|
)
|
|
(308
|
)
|
||
Change in accumulated benefit obligations during the year
|
(231
|
)
|
|
(215
|
)
|
||
Retirees
|
804
|
|
|
907
|
|
||
Active employees eligible to retire
|
379
|
|
|
423
|
|
||
Other active employees
|
1,948
|
|
|
2,031
|
|
||
Accumulated benefit obligations at end of year
|
$
|
3,131
|
|
|
$
|
3,361
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
14,353
|
|
|
$
|
14,728
|
|
Actual return on plan assets
|
1,100
|
|
|
(375
|
)
|
||
Fair value of plan assets at end of year
|
$
|
15,453
|
|
|
$
|
14,353
|
|
Net assets recognized in the consolidated balance sheets
|
$
|
12,322
|
|
|
$
|
10,992
|
|
|
|
|
|
||||
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Noncurrent assets
|
$
|
12,322
|
|
|
$
|
10,992
|
|
Net assets recognized in the consolidated balance sheets
|
$
|
12,322
|
|
|
$
|
10,992
|
|
|
|
|
|
||||
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Net amounts recognized in accumulated other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
||||
Discount rate
|
4.11
|
%
|
|
4.34
|
%
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|||
Discount rate
|
4.34
|
%
|
|
4.10
|
%
|
|
4.77
|
%
|
Expected rate of return on assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
Fair Value
Measurements
Using
Significant
Unobservable
Inputs
(Level 3):
|
||
Multi-strategy
Hedge
Funds
|
|||
(In thousands)
|
|||
Balance at December 29, 2013
|
$
|
1,217
|
|
Unrealized gains
|
124
|
|
|
Balance at December 28, 2014
|
1,341
|
|
|
Unrealized gains
|
33
|
|
|
Balance at January 3, 2016
|
1,374
|
|
|
Unrealized gains
|
134
|
|
|
Balance at January 1, 2017
|
$
|
1,508
|
|
Postretirement Medical Plan
|
|
||
|
(In thousands)
|
||
2017
|
$
|
152
|
|
2018
|
159
|
|
|
2019
|
166
|
|
|
2020
|
173
|
|
|
2021
|
184
|
|
|
2022-2026
|
1,057
|
|
Note 16:
|
Contingencies
|
Note 17:
|
Warranty Reserves
|
|
(In thousands)
|
||
Balance at December 29, 2013
|
$
|
9,643
|
|
Provision charged to income
|
15,995
|
|
|
Payments
|
(15,634
|
)
|
|
Adjustments to previously provided warranties, net
|
73
|
|
|
Foreign currency translation and acquisitions
|
(484
|
)
|
|
Balance at December 28, 2014
|
9,593
|
|
|
Provision charged to income
|
15,792
|
|
|
Payments
|
(14,936
|
)
|
|
Adjustments to previously provided warranties, net
|
(146
|
)
|
|
Foreign currency translation and acquisitions
|
(460
|
)
|
|
Balance at January 3, 2016
|
9,843
|
|
|
Provision charged to income
|
14,901
|
|
|
Payments
|
(14,749
|
)
|
|
Adjustments to previously provided warranties, net
|
(850
|
)
|
|
Foreign currency translation and acquisitions
|
(133
|
)
|
|
Balance at January 1, 2017
|
$
|
9,012
|
|
Note 18:
|
Stock Plans
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Cost of product and service revenue
|
$
|
1,031
|
|
|
$
|
1,272
|
|
|
$
|
1,380
|
|
Research and development expenses
|
902
|
|
|
526
|
|
|
484
|
|
|||
Selling, general and administrative expenses
|
15,225
|
|
|
15,480
|
|
|
12,193
|
|
|||
Total stock-based compensation expense
|
$
|
17,158
|
|
|
$
|
17,278
|
|
|
$
|
14,057
|
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|||
Risk-free interest rate
|
1.7
|
%
|
|
1.3
|
%
|
|
1.5
|
%
|
Expected dividend yield
|
0.6
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Expected lives
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
Expected stock volatility
|
25.2
|
%
|
|
26.5
|
%
|
|
30.9
|
%
|
|
January 1, 2017
|
|||||
|
Number
of
Shares
|
|
Weighted-
Average Exercise
Price
|
|||
|
(Shares in thousands)
|
|||||
Outstanding at beginning of year
|
2,372
|
|
|
$
|
33.12
|
|
Granted
|
607
|
|
|
44.79
|
|
|
Exercised
|
(576
|
)
|
|
25.04
|
|
|
Canceled
|
(1
|
)
|
|
12.95
|
|
|
Forfeited
|
(115
|
)
|
|
45.50
|
|
|
Outstanding at end of year
|
2,287
|
|
|
$
|
37.64
|
|
Exercisable at end of year
|
1,342
|
|
|
$
|
32.46
|
|
|
January 1, 2017
|
|||||
|
Number
of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|||
|
(Shares in thousands)
|
|||||
Nonvested at beginning of year
|
502
|
|
|
$
|
42.61
|
|
Granted
|
296
|
|
|
47.60
|
|
|
Vested
|
(214
|
)
|
|
39.23
|
|
|
Forfeited
|
(63
|
)
|
|
45.52
|
|
|
Nonvested at end of year
|
521
|
|
|
$
|
46.48
|
|
Note 19:
|
Stockholders’ Equity
|
|
Foreign
Currency
Translation
Adjustment,
net of tax
|
|
Unrecognized
Prior Service
Costs, net of
tax
|
|
Unrealized
(Losses)
Gains on
Securities,
net of tax
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance, December 29, 2013
|
$
|
76,283
|
|
|
$
|
1,429
|
|
|
$
|
(121
|
)
|
|
$
|
77,591
|
|
Current year change
|
(52,951
|
)
|
|
146
|
|
|
14
|
|
|
(52,791
|
)
|
||||
Balance, December 28, 2014
|
23,332
|
|
|
1,575
|
|
|
(107
|
)
|
|
24,800
|
|
||||
Current year change
|
(70,178
|
)
|
|
(316
|
)
|
|
(262
|
)
|
|
(70,756
|
)
|
||||
Balance, January 3, 2016
|
(46,846
|
)
|
|
1,259
|
|
|
(369
|
)
|
|
(45,956
|
)
|
||||
Current year change
|
(54,077
|
)
|
|
(860
|
)
|
|
32
|
|
|
(54,905
|
)
|
||||
Balance, January 1, 2017
|
$
|
(100,923
|
)
|
|
$
|
399
|
|
|
$
|
(337
|
)
|
|
$
|
(100,861
|
)
|
Note 20:
|
Derivatives and Hedging Activities
|
Note 21:
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements at January 3, 2016 Using:
|
||||||||||||
|
Total Carrying
Value at January 3, 2016 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Marketable securities
|
$
|
1,586
|
|
|
$
|
1,586
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange derivative assets
|
2,659
|
|
|
—
|
|
|
2,659
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities, net
|
(442
|
)
|
|
—
|
|
|
(442
|
)
|
|
—
|
|
||||
Contingent consideration
|
(57,350
|
)
|
|
—
|
|
|
—
|
|
|
(57,350
|
)
|
|
(In thousands)
|
||
Balance at December 29, 2013
|
$
|
(4,926
|
)
|
Additions
|
—
|
|
|
Amounts paid and foreign currency translation
|
2,074
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
2,761
|
|
|
Balance at December 28, 2014
|
(91
|
)
|
|
Additions
|
(57,353
|
)
|
|
Amounts paid and foreign currency translation
|
113
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
(19
|
)
|
|
Balance at January 3, 2016
|
(57,350
|
)
|
|
Additions
|
—
|
|
|
Amounts paid and foreign currency translation
|
332
|
|
|
Reclassified to other current liabilities for milestone achieved
|
10,000
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
(16,183
|
)
|
|
Balance at January 1, 2017
|
$
|
(63,201
|
)
|
Note 22:
|
Leases
|
Note 23:
|
Industry Segment and Geographic Area Information
|
•
|
Discovery & Analytical Solutions
. Provides products and services targeted towards the environmental, industrial, food, life sciences research and laboratory services markets.
|
•
|
Diagnostics
. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, emerging market diagnostics and applied genomics markets. The Diagnostics segment serves the diagnostics market.
|
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
|
|
|
|
|
||||||
Product revenue
|
$
|
934,098
|
|
|
$
|
968,034
|
|
|
$
|
944,446
|
|
Service revenue
|
578,886
|
|
|
560,385
|
|
|
539,694
|
|
|||
Total revenue
|
1,512,984
|
|
|
1,528,419
|
|
|
1,484,140
|
|
|||
Operating income from continuing operations
(1)
|
207,487
|
|
|
173,668
|
|
|
162,074
|
|
|||
Diagnostics
|
|
|
|
|
|
||||||
Product revenue
|
462,798
|
|
|
427,068
|
|
|
428,290
|
|
|||
Service revenue
|
139,735
|
|
|
149,336
|
|
|
157,450
|
|
|||
Total revenue
|
602,533
|
|
|
576,404
|
|
|
585,740
|
|
|||
Operating income from continuing operations
|
138,909
|
|
|
135,572
|
|
|
124,610
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)(3)
|
(63,330
|
)
|
|
(58,314
|
)
|
|
(121,677
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
1,396,896
|
|
|
1,395,102
|
|
|
1,372,736
|
|
|||
Service revenue
|
718,621
|
|
|
709,721
|
|
|
697,144
|
|
|||
Total revenue
|
2,115,517
|
|
|
2,104,823
|
|
|
2,069,880
|
|
|||
Operating income from continuing operations
|
283,066
|
|
|
250,926
|
|
|
165,007
|
|
|||
Interest and other expense, net (see Note 5)
|
38,998
|
|
|
42,119
|
|
|
41,139
|
|
|||
Income from continuing operations before income taxes
|
$
|
244,068
|
|
|
$
|
208,807
|
|
|
$
|
123,868
|
|
(1)
|
Legal costs for a particular case in the Discovery & Analytical Solutions segment were
$0.8 million
for
fiscal year 2015
.
|
(2)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans has been included in the Corporate operating loss from continuing operations, and in the aggregate constituted a pre-tax
loss
of
$15.3 million
in
fiscal year 2016
, a pre-tax
loss
of
$12.4 million
in
fiscal year 2015
, and pre-tax
loss
of
$75.4 million
in
fiscal year 2014
.
|
(3)
|
Includes expenses related to litigation with Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”). Enzo filed a complaint in 2002 that alleged that the Company separately and together with other defendants breached 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. The Company entered into a settlement agreement with Enzo dated June 20, 2014 and during fiscal year 2014 paid
$7.0 million
into a designated escrow account to resolve this matter, of which
$3.7 million
had been accrued in previous years and
$3.3 million
was recorded during fiscal year 2014. In addition,
$3.4 million
of expenses were incurred and recorded in preparation for the trial during fiscal year 2014.
|
|
Depreciation and Amortization
Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Discovery & Analytical Solutions
|
$
|
72,484
|
|
|
$
|
74,177
|
|
|
$
|
72,288
|
|
|
$
|
21,486
|
|
|
$
|
18,175
|
|
|
$
|
18,234
|
|
Diagnostics
|
25,339
|
|
|
29,728
|
|
|
36,146
|
|
|
8,556
|
|
|
6,854
|
|
|
7,196
|
|
||||||
Corporate
|
2,149
|
|
|
1,459
|
|
|
2,031
|
|
|
1,660
|
|
|
3,189
|
|
|
1,722
|
|
||||||
Continuing operations
|
$
|
99,972
|
|
|
$
|
105,364
|
|
|
$
|
110,465
|
|
|
$
|
31,702
|
|
|
$
|
28,218
|
|
|
$
|
27,152
|
|
Discontinued operations
|
$
|
6,266
|
|
|
$
|
6,643
|
|
|
$
|
6,610
|
|
|
$
|
1,302
|
|
|
$
|
1,414
|
|
|
$
|
2,133
|
|
|
Total Assets
|
||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
$
|
2,612,757
|
|
|
$
|
2,546,583
|
|
|
$
|
2,614,911
|
|
Diagnostics
|
1,505,381
|
|
|
1,459,854
|
|
|
1,343,110
|
|
|||
Corporate
|
31,171
|
|
|
28,497
|
|
|
28,482
|
|
|||
Current and long-term assets of discontinued operations
|
127,374
|
|
|
131,361
|
|
|
141,073
|
|
|||
Total assets
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
$
|
4,127,576
|
|
|
Revenue
|
||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
842,364
|
|
|
$
|
854,336
|
|
|
$
|
794,568
|
|
International:
|
|
|
|
|
|
||||||
China
|
336,728
|
|
|
296,908
|
|
|
257,669
|
|
|||
United Kingdom
|
65,904
|
|
|
69,081
|
|
|
81,127
|
|
|||
Germany
|
89,839
|
|
|
86,632
|
|
|
88,071
|
|
|||
Italy
|
70,948
|
|
|
71,225
|
|
|
80,834
|
|
|||
France
|
71,104
|
|
|
70,665
|
|
|
77,637
|
|
|||
Japan
|
65,980
|
|
|
69,381
|
|
|
90,284
|
|
|||
Other international
|
572,650
|
|
|
586,595
|
|
|
599,690
|
|
|||
Total international
|
1,273,153
|
|
|
1,250,487
|
|
|
1,275,312
|
|
|||
Total sales
|
$
|
2,115,517
|
|
|
$
|
2,104,823
|
|
|
$
|
2,069,880
|
|
|
Net Long-Lived Assets
|
||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
182,186
|
|
|
$
|
165,827
|
|
|
$
|
161,430
|
|
International:
|
|
|
|
|
|
||||||
China
|
36,458
|
|
|
34,494
|
|
|
36,951
|
|
|||
United Kingdom
|
14,638
|
|
|
14,244
|
|
|
12,155
|
|
|||
Finland
|
12,295
|
|
|
12,203
|
|
|
12,758
|
|
|||
Singapore
|
6,820
|
|
|
7,679
|
|
|
7,041
|
|
|||
Netherlands
|
4,162
|
|
|
3,835
|
|
|
3,614
|
|
|||
Italy
|
3,398
|
|
|
2,958
|
|
|
4,142
|
|
|||
Sweden
|
2,645
|
|
|
1,247
|
|
|
742
|
|
|||
Other international
|
12,448
|
|
|
10,539
|
|
|
12,871
|
|
|||
Total international
|
92,864
|
|
|
87,199
|
|
|
90,274
|
|
|||
Total net long-lived assets
|
$
|
275,050
|
|
|
$
|
253,026
|
|
|
$
|
251,704
|
|
Note 24:
|
Quarterly Financial Information (Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
(1)
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
January 1, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
498,016
|
|
|
$
|
536,242
|
|
|
$
|
514,489
|
|
|
$
|
566,770
|
|
|
$
|
2,115,517
|
|
Gross profit
|
235,086
|
|
|
253,554
|
|
|
248,550
|
|
|
276,163
|
|
|
1,013,353
|
|
|||||
Restructuring and contract termination charges, net
|
—
|
|
|
4,468
|
|
|
656
|
|
|
—
|
|
|
5,124
|
|
|||||
Operating income from continuing operations
|
60,577
|
|
|
66,266
|
|
|
75,781
|
|
|
80,442
|
|
|
283,066
|
|
|||||
Income from continuing operations before income taxes
|
49,491
|
|
|
60,873
|
|
|
64,518
|
|
|
69,186
|
|
|
244,068
|
|
|||||
Income from continuing operations
|
41,744
|
|
|
57,756
|
|
|
53,917
|
|
|
62,289
|
|
|
215,706
|
|
|||||
Income from discontinued operations and dispositions
|
5,722
|
|
|
6,101
|
|
|
4,210
|
|
|
2,560
|
|
|
18,593
|
|
|||||
Net income
|
47,466
|
|
|
63,857
|
|
|
58,127
|
|
|
64,849
|
|
|
234,299
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.38
|
|
|
$
|
0.53
|
|
|
$
|
0.49
|
|
|
$
|
0.57
|
|
|
$
|
1.97
|
|
Income from discontinued operations and dispositions
|
0.05
|
|
|
0.06
|
|
|
0.04
|
|
|
0.02
|
|
|
0.17
|
|
|||||
Net income
|
0.43
|
|
|
0.59
|
|
|
0.53
|
|
|
0.59
|
|
|
2.14
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.38
|
|
|
$
|
0.53
|
|
|
$
|
0.49
|
|
|
$
|
0.57
|
|
|
$
|
1.96
|
|
Income from discontinued operations and dispositions
|
0.05
|
|
|
0.06
|
|
|
0.04
|
|
|
0.02
|
|
|
0.17
|
|
|||||
Net income
|
0.43
|
|
|
0.58
|
|
|
0.53
|
|
|
0.59
|
|
|
2.12
|
|
|||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
January 3, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
484,143
|
|
|
$
|
525,268
|
|
|
$
|
525,509
|
|
|
$
|
569,903
|
|
|
$
|
2,104,823
|
|
Gross profit
|
219,206
|
|
|
237,923
|
|
|
239,371
|
|
|
267,731
|
|
|
964,231
|
|
|||||
Restructuring and contract termination charges, net
|
—
|
|
|
4,910
|
|
|
(115
|
)
|
|
8,752
|
|
|
13,547
|
|
|||||
Operating income from continuing operations
|
46,771
|
|
|
59,543
|
|
|
67,389
|
|
|
77,223
|
|
|
250,926
|
|
|||||
Income from continuing operations before income taxes
|
37,350
|
|
|
48,700
|
|
|
55,445
|
|
|
67,312
|
|
|
208,807
|
|
|||||
Income from continuing operations
|
33,108
|
|
|
43,166
|
|
|
49,119
|
|
|
63,392
|
|
|
188,785
|
|
|||||
Income from discontinued operations and dispositions
|
7,226
|
|
|
5,808
|
|
|
5,744
|
|
|
4,862
|
|
|
23,640
|
|
|||||
Net income
|
40,334
|
|
|
48,974
|
|
|
54,863
|
|
|
68,254
|
|
|
212,425
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.29
|
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.57
|
|
|
$
|
1.68
|
|
Income from discontinued operations and dispositions
|
0.06
|
|
|
0.05
|
|
|
0.05
|
|
|
0.04
|
|
|
0.21
|
|
|||||
Net income
|
0.36
|
|
|
0.43
|
|
|
0.49
|
|
|
0.61
|
|
|
1.89
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income continuing operations
|
$
|
0.29
|
|
|
$
|
0.38
|
|
|
$
|
0.43
|
|
|
$
|
0.56
|
|
|
$
|
1.67
|
|
Income from discontinued operations and dispositions
|
0.06
|
|
|
0.05
|
|
|
0.05
|
|
|
0.04
|
|
|
0.21
|
|
|||||
Net income
|
0.36
|
|
|
0.43
|
|
|
0.48
|
|
|
0.61
|
|
|
1.87
|
|
|||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
(1)
|
The fourth quarter of
fiscal year 2016
includes a pre-tax
loss
of
$15.3 million
as a result of the mark-to-market adjustment on postretirement benefit plans. The fourth quarter of
fiscal year 2015
includes a pre-tax
loss
of
$12.4 million
as a result of the mark-to-market adjustment on postretirement benefit plans. See Note 1 for a discussion of this accounting policy.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
No.
|
|
Exhibit Title
|
|||
2.1
(1)
|
|
Share Purchase Agreement, dated November 21, 2014, by and among Valedo Partners Fund I AB, the Other Sellers party thereto and PerkinElmer Holding Luxembourg S.à.r.l., filed with the Commission on November 28, 2014 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
2.2
(1)
|
|
Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer, Inc. and Varian Medical Systems, Inc., filed with the Commission on December 22, 2016 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
3.1
|
|
PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
3.2
|
|
PerkinElmer, Inc.'s Amended and Restated By-laws, filed with the Commission on July 27, 2016 as Exhibit 3.2 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
4.1
|
|
Specimen Certificate of PerkinElmer, Inc.'s Common Stock, $1 par value, filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
4.2
|
|
Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.3
|
|
Supplemental Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.4
|
|
Second Supplemental Indenture dated as of December 22, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on February 28, 2012 as Exhibit 4.4 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
4.5
|
|
Third Supplemental Indenture, dated as of July 19, 2016, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent, filed with the Commission on July 19, 2016 as Exhibit 4.2 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
4.6
|
|
Paying Agency Agreement, dated July 19, 2016, between the Company, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as transfer agent and registrar, filed with the Commission on July 19, 2016 as Exhibit 4.3 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
10.1
|
|
Credit Agreement, dated as of August 11, 2016, among PerkinElmer, Inc., Wallac Oy, and PerkinElmer Health Sciences, Inc. as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank PLC as Co-Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association as Co-Documentation Agents, and J.P. Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC as Joint Bookrunners and Joint Lead Arrangers, and the other Lenders party thereto, filed with the Commission on August 12, 2016 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
10.2*
|
|
Employment Contracts:
|
|||
|
|
|
|||
|
|
(1) Third Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel, dated as of December 16, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(2) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(2) Employment Agreement by and between Joel S. Goldberg and PerkinElmer, Inc. dated as of July 21, 2008, filed with the Commission on August 8, 2008 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(3) Employment Agreement by and between Frank A. Wilson and PerkinElmer, Inc. dated as of April 28, 2009, filed with the Commission on April 30, 2009 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(4) Form of Amendment, entered into by and between PerkinElmer, Inc. and each of the following executive officers on the dates indicated below, filed with the Commission on March 1, 2011 as Exhibit 10.4(7) to our annual report on Form 10-K and herein incorporated by reference:
|
|||
|
|
|
|||
|
|
Executive Officer
|
Date
|
||
|
|
Joel S. Goldberg
Frank A. Wilson |
December 3, 2010
December 21, 2010 |
|
|
|
|
|
|||
|
|
(5) Employment Agreement between James Corbett and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(6) Employment Agreement between Jonathan DiVincenzo and PerkinElmer, Inc. dated as of December 2, 2013, filed with the Commission on February 25, 2014 as Exhibit 10.2(9) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(7) Amended and Restated Employment Agreement between Andrew Okun and PerkinElmer, Inc. dated as of January 1, 2014, filed with the Commission on February 25, 2014 as Exhibit 10.2(10) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(8) Employment Agreement between Daniel R. Tereau and PerkinElmer, Inc. dated as of February 1, 2016, filed with the Commission on March 1, 2016 as Exhibit 10.2(8) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(9) Employment Agreement between Deborah A. Butters and PerkinElmer, Inc. dated as of July 11, 2016, filed with the Commission on November 8, 2016 as Exhibit 10.2(9) to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(10) Employment Agreement between Prahlad Singh and PerkinElmer, Inc. dated as of October 3, 2016, attached hereto as Exhibit 10.2(10).
|
|
|
|
|
|
|
|||
10.3*
|
|
PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 12, 2014 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.4*
|
|
PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.5*
|
|
First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.6*
|
|
PerkinElmer, Inc.'s 2008 Supplemental Executive Retirement Plan, filed with the Commission on December 12, 2008 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.7*
|
|
PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 6, 2009 as Exhibit 10.10 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.8*
|
|
PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009, filed with the Commission on March 1, 2010 as Exhibit 10.15 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.9*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.10*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.11*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.12*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.13*
|
|
Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.14*
|
|
Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.7 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.15*
|
|
Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.8 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.16*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.17*
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.3 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.18*
|
|
Form of Restricted Stock Unit Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on February 24, 2015 as Exhibit 10.25 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.19*
|
|
Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.19.
|
|||
|
|
|
|||
10.20*
|
|
Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.20.
|
|||
|
|
|
|||
10.21*
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.21.
|
|||
|
|
|
|||
10.22*
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.22.
|
|||
|
|
|
|||
10.23*
|
|
PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.36 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.24*
|
|
PerkinElmer, Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.25*
|
|
PerkinElmer, Inc.'s Amended and Restated Performance Incentive Plan (Executive Officers), filed with the Commission on February 25, 2014 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges, attached hereto as Exhibit 12.1.
|
|||
|
|
|
|||
21
|
|
Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21.
|
|||
|
|
|
|||
23
|
|
Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit 23.
|
|||
|
|
|
|||
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.1.
|
|||
|
|
|
|||
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.2.
|
|||
|
|
|
|||
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit 32.1.
|
|||
|
|
|
|||
101.INS
|
|
XBRL Instance Document.
|
|||
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|||
|
|
|
|||
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|||
|
|
|
|||
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|||
|
|
|
|||
101.LAB
|
|
XBRL Labels Linkbase Document.
|
|||
|
|
|
|||
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
(1)
|
The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
Description
|
|
Balance at
Beginning of
Year
|
|
Provisions
|
|
Charges/
Write-
offs
|
|
Other
(1)
|
|
Balance
at End
of Year
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Reserve for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 28, 2014
|
|
$
|
28,143
|
|
|
$
|
9,447
|
|
|
$
|
(4,125
|
)
|
|
$
|
(608
|
)
|
|
$
|
32,857
|
|
Year ended January 3, 2016
|
|
32,857
|
|
|
3,564
|
|
|
(5,709
|
)
|
|
(846
|
)
|
|
29,866
|
|
|||||
Year ended January 1, 2017
|
|
29,866
|
|
|
5,346
|
|
|
(5,499
|
)
|
|
(501
|
)
|
|
29,212
|
|
(1)
|
Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.
|
|
Signature
|
|
PERKINELMER, INC.
Title
|
|
Date
|
|
|
|
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|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 28, 2017
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 28, 2017
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
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|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 28, 2017
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 28, 2017
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 28, 2017
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 28, 2017
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
By:
|
/
S
/ P
ETER
B
ARRETT
|
|
Director
|
|
February 28, 2017
|
|
Peter Barrett
|
|
|
|
|
By:
|
/
S
/ S
AMUEL
R. C
HAPIN
|
|
Director
|
|
February 28, 2017
|
|
Samuel R. Chapin
|
|
|
|
|
By:
|
/
S
/ S
YLVIE
G
RÉGOIRE, PharmD
|
|
Director
|
|
February 28, 2017
|
|
Sylvie Grégoire, PharmD
|
|
|
|
|
By:
|
/
S
/ N
ICHOLAS
A. L
OPARDO
|
|
Director
|
|
February 28, 2017
|
|
Nicholas A. Lopardo
|
|
|
|
|
By:
|
/
S
/ A
LEXIS
P. M
ICHAS
|
|
Director
|
|
February 28, 2017
|
|
Alexis P. Michas
|
|
|
|
|
By:
|
/
S
/ V
ICKI
L. S
ATO, PhD
|
|
Director
|
|
February 28, 2017
|
|
Vicki L. Sato, PhD
|
|
|
|
|
By:
|
/
S
/ K
ENTON
J. S
ICCHITANO
|
|
Director
|
|
February 28, 2017
|
|
Kenton J. Sicchitano
|
|
|
|
|
By:
|
/
S
/ P
ATRICK
J. S
ULLIVAN
|
|
Director
|
|
February 28, 2017
|
|
Patrick J. Sullivan
|
|
|
|
|
By:
|
/
S
/ F
RANK
W
ITNEY, PhD
|
|
Director
|
|
February 28, 2017
|
|
Frank Witney, PhD
|
|
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
2.1
(1)
|
|
Share Purchase Agreement, dated November 21, 2014, by and among Valedo Partners Fund I AB, the Other Sellers party thereto and PerkinElmer Holding Luxembourg S.à.r.l., filed with the Commission on November 28, 2014 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
2.2
(1)
|
|
Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer, Inc. and Varian Medical Systems, Inc., filed with the Commission on December 22, 2016 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
3.1
|
|
PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
3.2
|
|
PerkinElmer, Inc.'s Amended and Restated By-laws, filed with the Commission on July 27, 2016 as Exhibit 3.2 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
4.1
|
|
Specimen Certificate of PerkinElmer, Inc.'s Common Stock, $1 par value, filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
4.2
|
|
Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.3
|
|
Supplemental Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.4
|
|
Second Supplemental Indenture dated as of December 22, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on February 28, 2012 as Exhibit 4.4 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.5
|
|
Third Supplemental Indenture, dated as of July 19, 2016, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent, filed with the Commission on July 19, 2016 as Exhibit 4.2 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
4.6
|
|
Paying Agency Agreement, dated July 19, 2016, between the Company, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as transfer agent and registrar, filed with the Commission on July 19, 2016 as Exhibit 4.3 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
10.1
|
|
Credit Agreement, dated as of August 11, 2016, among PerkinElmer, Inc., Wallac Oy, and PerkinElmer Health Sciences, Inc. as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank PLC as Co-Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association as Co-Documentation Agents, and J.P. Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC as Joint Bookrunners and Joint Lead Arrangers, and the other Lenders party thereto, filed with the Commission on August 12, 2016 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|
|
|
|
|
|
|||
10.2*
|
|
Employment Contracts:
|
|||
|
|
|
|||
|
|
(1) Third Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel, dated as of December 16, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(2) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(2) Employment Agreement by and between Joel S. Goldberg and PerkinElmer, Inc. dated as of July 21, 2008, filed with the Commission on August 8, 2008 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(3) Employment Agreement by and between Frank A. Wilson and PerkinElmer, Inc. dated as of April 28, 2009, filed with the Commission on April 30, 2009 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(4) Form of Amendment, entered into by and between PerkinElmer, Inc. and each of the following executive officers on the dates indicated below, filed with the Commission on March 1, 2011 as Exhibit 10.4(7) to our annual report on Form 10-K and herein incorporated by reference:
|
|||
|
|
|
|||
|
|
Executive Officer
|
Date
|
Exhibit
No.
|
|
Exhibit Title
|
|||
|
|
Joel S. Goldberg
Frank A. Wilson
|
December 3, 2010
December 21, 2010
|
|
|
|
|
|
|||
|
|
(5) Employment Agreement between James Corbett and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(6) Employment Agreement between Jonathan DiVincenzo and PerkinElmer, Inc. dated as of December 2, 2013, filed with the Commission on February 25, 2014 as Exhibit 10.2(9) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(7) Amended and Restated Employment Agreement between Andrew Okun and PerkinElmer, Inc. dated as of January 1, 2014, filed with the Commission on February 25, 2014 as Exhibit 10.2(10) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(8) Employment Agreement between Daniel R. Tereau and PerkinElmer, Inc. dated as of February 1, 2016, filed with the Commission on March 1, 2016 as Exhibit 10.2(8) to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(9) Employment Agreement between Deborah A. Butters and PerkinElmer, Inc. dated as of July 11, 2016, filed with the Commission on November 8, 2016 as Exhibit 10.2(9) to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(10) Employment Agreement between Prahlad Singh and PerkinElmer, Inc. dated as of October 3, 2016, attached hereto as Exhibit 10.2(10).
|
|
|
|
|
|
|
|||
10.3*
|
|
PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 12, 2014 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
|||
10.4*
|
|
PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.5*
|
|
First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.6*
|
|
PerkinElmer, Inc.'s 2008 Supplemental Executive Retirement Plan, filed with the Commission on December 12, 2008 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.7*
|
|
PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 6, 2009 as Exhibit 10.10 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.8*
|
|
PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009, filed with the Commission on March 1, 2010 as Exhibit 10.15 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.9*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.10*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.11*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.12*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.13*
|
|
Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.14*
|
|
Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.7 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.15*
|
|
Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.8 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.16*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.17*
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.3 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.18*
|
|
Form of Restricted Stock Unit Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on February 24, 2015 as Exhibit 10.25 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.19*
|
|
Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.19.
|
|||
|
|
|
|||
10.20*
|
|
Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.20.
|
|||
|
|
|
|||
10.21*
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.21.
|
|||
|
|
|
|||
10.22*
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, attached hereto as Exhibit 10.22.
|
|||
|
|
|
|||
10.23*
|
|
PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.36 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.24*
|
|
PerkinElmer, Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.25*
|
|
PerkinElmer, Inc.'s Amended and Restated Performance Incentive Plan (Executive Officers), filed with the Commission on February 25, 2014 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges, attached hereto as Exhibit 12.1.
|
|||
|
|
|
|||
21
|
|
Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21.
|
|||
|
|
|
|||
23
|
|
Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit 23.
|
|||
|
|
|
|||
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.1.
|
|||
|
|
|
|||
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.2.
|
|||
|
|
|
|||
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit 32.1.
|
|||
|
|
|
|||
101.INS
|
|
XBRL Instance Document.
|
|||
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|||
|
|
|
|||
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|||
|
|
|
|||
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|||
|
|
|
|||
101.LAB
|
|
XBRL Labels Linkbase Document.
|
|||
|
|
|
|||
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
(1)
|
The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
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