ITEM 1. BUSINESS
|
•
|
The trend towards managed care, together with healthcare reform of the delivery system in the United States and efforts to reform in Europe, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce selling prices. Consolidation among healthcare providers and consolidation among other participants in the healthcare industry has resulted in fewer, more powerful groups, whose purchasing power gives them cost containment leverage. In particular, there has been a consolidation of laboratories and a consolidation of blood transfusion centers. These industry trends and competitive forces place constraints on the levels of overall pricing, and thus could have a material adverse effect on our gross margins for products we sell in clinical diagnostic markets.
|
•
|
Third party payors, such as Medicare and Medicaid in the United States, have reduced their reimbursements for certain medical products and services. Our Clinical Diagnostics business is impacted by the level of reimbursement available for clinical tests from third party payors. In the United States payment for many diagnostic tests furnished to Medicare fee-for-service beneficiaries is made based on the Medicare Clinical Laboratory Fee Schedule (CLFS), a fee schedule established and adjusted from time to time by the Centers for Medicare and Medicaid Services (CMS). Some commercial payors are guided by the CLFS in establishing their reimbursement rates. Clinicians may decide not to order clinical diagnostic tests if third party payments are inadequate, and we cannot predict whether third party payors will offer adequate reimbursement for tests utilizing our products to make them commercially attractive. Legislation, such as the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (PPACA) and the Middle Class Tax Relief and Job Creation Act of 2012, has reduced
|
•
|
The PPACA has also imposed a 2.3% excise tax on the sales of certain medical devices in the U.S., which we are required to pay on most of our United States Clinical Diagnostic sales. However, the Consolidated Appropriations Act, 2016 (Pub. L. 114-113), signed into law on December 18, 2015, included a two year moratorium on the medical device excise tax. On January 22, 2018, the moratorium on the medical device excise tax was further extended until January 1, 2020.
|
•
|
assimilate the operations and personnel of acquired companies;
|
•
|
retain acquired business customers;
|
•
|
minimize potential disruption to our ongoing business;
|
•
|
retain key technical and management personnel;
|
•
|
integrate acquired companies into our strategic and financial plans;
|
•
|
accurately assess the value of target companies, products and technologies;
|
•
|
comply with new regulatory requirements;
|
•
|
harmonize standards, controls, procedures and policies;
|
•
|
minimize the impact to our relationships with our employees and customers; and
|
•
|
assess, document and remediate any deficiencies in disclosure controls and procedures and internal control over financial reporting.
|
•
|
make it more difficult for us to satisfy our financial obligations, including those relating to our outstanding debt;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal due under our debt, which will reduce funds available for other business purposes;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
place us at a competitive disadvantage compared with some of our competitors that have less debt; and
|
•
|
limit our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.
|
•
|
the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from soliciting, receiving, offering or providing remuneration, directly or indirectly, in return for or to induce either the referral of an individual for, or the purchase order or recommendation of, any item or services for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs;
|
•
|
U.S. federal false claims laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent. In addition, the U.S. federal government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statutes;
|
•
|
the U.S. Physician Payment Sunshine Act, which requires certain manufacturers of drugs, biologics, devices and medical supplies to record any transfers of value to U.S. physicians and U.S. teaching hospitals;
|
•
|
the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and
|
•
|
state or foreign law equivalents of each of the U.S. federal laws above, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
None.
|
|
ITEM 2. PROPERTIES
|
|
|
|
Segment
|
Location
|
Owned/Leased
|
|
|
|
Life Science
|
Greater San Francisco Bay Area, California
|
Owned/Leased
|
|
Singapore, Singapore
|
Leased
|
|
Oxford, England
|
Leased
|
|
|
|
Clinical
|
|
|
Diagnostics
|
Greater San Francisco Bay Area, California
|
Owned/Leased
|
|
Irvine, California
|
Leased
|
|
Greater Seattle Area, Washington
|
Leased
|
|
Lille, France
|
Owned
|
|
Greater Paris Area, France
|
Leased
|
|
Nazareth-Eke, Belgium
|
Leased
|
|
Cressier, Switzerland
|
Owned/Leased
|
|
Dreieich, Germany
|
Owned/Leased
|
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
|
|
Class A
|
|
Class B
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
273.87
|
|
|
$
|
214.44
|
|
|
$
|
273.50
|
|
|
$
|
218.15
|
|
Third Quarter
|
|
242.79
|
|
|
208.95
|
|
|
243.50
|
|
|
210.71
|
|
||||
Second Quarter
|
|
230.40
|
|
|
198.25
|
|
|
232.35
|
|
|
199.05
|
|
||||
First Quarter
|
|
209.50
|
|
|
181.87
|
|
|
211.55
|
|
|
182.40
|
|
||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
184.89
|
|
|
$
|
154.89
|
|
|
$
|
194.15
|
|
|
$
|
154.05
|
|
Third Quarter
|
|
164.45
|
|
|
140.53
|
|
|
171.12
|
|
|
140.69
|
|
||||
Second Quarter
|
|
150.00
|
|
|
135.02
|
|
|
150.04
|
|
|
134.86
|
|
||||
First Quarter
|
|
139.63
|
|
|
122.03
|
|
|
146.41
|
|
|
123.43
|
|
BIO-RAD LABORATORIES, INC.
|
|
|
|
|
|
|
||||||||||||||
Selected Financial Data
|
|
|
|
|
|
|
||||||||||||||
(in thousands, except per share data)
|
|
|
|
|
|
|
||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,160,153
|
|
|
$
|
2,068,172
|
|
|
$
|
2,019,441
|
|
|
$
|
2,175,044
|
|
|
$
|
2,132,694
|
|
Cost of goods sold
|
|
972,754
|
|
|
930,085
|
|
|
897,771
|
|
|
996,527
|
|
|
954,216
|
|
|||||
Gross profit
|
|
1,187,399
|
|
|
1,138,087
|
|
|
1,121,670
|
|
|
1,178,517
|
|
|
1,178,478
|
|
|||||
Selling, general and administrative expense
|
|
808,942
|
|
|
816,724
|
|
|
761,990
|
|
|
808,200
|
|
|
798,070
|
|
|||||
Research and development expense
|
|
250,301
|
|
|
205,864
|
|
|
192,972
|
|
|
220,333
|
|
|
210,952
|
|
|||||
Impairment losses on goodwill and long-lived assets
|
|
11,506
|
|
|
62,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
21,914
|
|
|
21,942
|
|
|
21,692
|
|
|
22,131
|
|
|
61,271
|
|
|||||
Foreign exchange losses, net
|
|
9,128
|
|
|
4,542
|
|
|
10,249
|
|
|
9,305
|
|
|
8,566
|
|
|||||
Other (income) expense, net
|
|
(12,197
|
)
|
|
(14,850
|
)
|
|
(11,080
|
)
|
|
(13,009
|
)
|
|
(12,766
|
)
|
|||||
Income before income taxes
|
|
97,805
|
|
|
41,560
|
|
|
145,847
|
|
|
131,557
|
|
|
112,385
|
|
|||||
Benefit from (provision for) income taxes
|
|
24,444
|
|
|
(15,560
|
)
|
|
(36,608
|
)
|
|
(42,712
|
)
|
|
(34,574
|
)
|
|||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||
Net income attributable to Bio-Rad
|
|
$
|
122,249
|
|
|
$
|
26,000
|
|
|
$
|
109,239
|
|
|
$
|
88,845
|
|
|
$
|
77,790
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
4.12
|
|
|
$
|
0.88
|
|
|
$
|
3.74
|
|
|
$
|
3.08
|
|
|
$
|
2.72
|
|
Diluted earnings per share
|
|
$
|
4.07
|
|
|
$
|
0.88
|
|
|
$
|
3.71
|
|
|
$
|
3.05
|
|
|
$
|
2.69
|
|
Cash dividends paid per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
4,273,012
|
|
|
$
|
3,850,504
|
|
|
$
|
3,709,718
|
|
|
$
|
3,341,278
|
|
|
$
|
3,388,790
|
|
Long-term debt, net of current maturities
|
|
$
|
434,581
|
|
|
$
|
434,186
|
|
|
$
|
433,883
|
|
|
$
|
435,710
|
|
|
$
|
435,615
|
|
•
|
significant reporting unit under-performance relative to expected, historical or projected future operating results;
|
•
|
significant changes in the manner of use of the long-lived assets, intangible assets or the strategy for our overall business;
|
•
|
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of before the end of its previously estimated useful life; and
|
•
|
significant negative industry, legal, regulatory or economic trends.
|
|
Year Ended December 31,
|
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
45.0
|
|
|
45.0
|
|
|
44.5
|
|
|
Gross profit
|
55.0
|
|
|
55.0
|
|
|
55.5
|
|
|
Selling, general and administrative expense
|
37.4
|
|
|
39.5
|
|
|
37.7
|
|
|
Research and development expense
|
11.6
|
|
|
10.0
|
|
|
9.6
|
|
|
Net income
|
5.7
|
|
|
1.3
|
|
|
5.4
|
|
|
•
|
more cash paid to suppliers primarily related to increased inventory, higher employee related costs primarily for merit increases, an asset purchase for an early stage diagnostic device for $7.5 million, $10.0 million for the RainDance preexisting condition, and higher value added taxes in part due to the European reorganization,
|
•
|
higher net payments in 2017 compared to 2016 for forward foreign exchange contracts primarily associated with the timing of product shipments, intercompany debt payments, and the intercompany movement of assets and capital for the new European operating model, and
|
•
|
lower income tax refunds in 2017 compared to 2016, partially offset by
|
•
|
higher cash received from customers in 2017 primarily due to higher sales, partially offset by higher accounts receivable balances due in part to implementation matters associated with the European ERP system, and
|
•
|
higher investment income received.
|
•
|
higher cash received from customers in 2016 primarily due to lower U.S. collections in the second half of 2015 from delays associated with the second phase of an ERP implementation, and
|
•
|
higher investment income received, partially offset by
|
•
|
more cash paid to suppliers and employees primarily related to higher payments to inventory suppliers as payments were delayed in the latter part of 2015 mostly associated with the second deployment of the ERP system, higher annual performance-based compensation payments in 2016, and higher legal and other professional fees,
|
•
|
higher net income tax payments than in 2015, and
|
•
|
net payments in 2016 compared to net cash received in 2015 for forward foreign exchange contracts.
|
•
|
in February 2017, we acquired all the issued and outstanding stock of RainDance for approximately $72.7 million including certain assumed net liabilities. Cash payments at closing were $72.9 million.
|
•
|
in January 2016, we acquired a high performance analytical flow cytometer platform from Propel for total consideration of $32.8 million, which included $9.5 million paid in cash at the closing date and $23.3 million in contingent consideration potentially payable to Propel, after the effects of a calculation revision that were reflected in the fourth quarter of 2016.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
Less
Than
|
|
1-3
|
|
3-5
|
|
More
than
|
||||||||||
Contractual Obligations
|
|
Total
|
|
One Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Long-term debt, including current portion (1)
|
|
$
|
436.9
|
|
|
$
|
0.4
|
|
|
$
|
425.6
|
|
|
$
|
0.6
|
|
|
$
|
10.3
|
|
Interest payments (1)
|
|
60.9
|
|
|
20.7
|
|
|
40.2
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations (2)
|
|
144.9
|
|
|
39.3
|
|
|
60.3
|
|
|
30.0
|
|
|
15.3
|
|
|||||
Purchase obligations (3)
|
|
24.5
|
|
|
3.7
|
|
|
7.5
|
|
|
7.5
|
|
|
5.8
|
|
|||||
Long-term liabilities (4)
|
|
131.3
|
|
|
10.4
|
|
|
24.9
|
|
|
9.5
|
|
|
86.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) These amounts represent expected cash payments, including capital lease obligations, which are included in our December 31, 2017 Consolidated Balance Sheet. Our debt is fixed and primarily consists of the 4.875% Notes. See Note 5 of the Consolidated Financial Statements for additional information about our debt.
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
(2) Operating lease obligations are described in Note 12 of the Consolidated Financial Statements.
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
(3) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding to Bio-Rad and that specify all significant terms. Purchase obligations exclude agreements that are cancelable without penalty.
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
(4) Excluded from this table are tax liabilities for uncertain tax positions and contingencies in the amount of $53.2 million. We are not able to reasonably estimate the timing of future cash flows of these tax liabilities, therefore, our income tax obligations are excluded from the table above. See Note 6 of the Consolidated Financial Statements for additional information about our income taxes.
|
||||||||||||||||||||
|
|
|
|
|
|
Index to Consolidated Financial Statements
|
||
|
|
Page
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
45-47
|
Consolidated Balance Sheets at December 31, 2017 and 2016
|
|
48-49
|
Consolidated Statements of Income for each of the three years in the period ended
|
|
|
December 31, 2017
|
|
50
|
Consolidated Statements of Comprehensive Income for each of the three years in the period
|
|
|
December 31, 2017
|
|
51
|
Consolidated Statements of Cash Flows for each of the three years in the period ended
|
|
|
December 31, 2017
|
|
52
|
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years
|
|
|
in the period ended December 31, 2017
|
|
53
|
Notes to Consolidated Financial Statements
|
|
54-99
|
|
|
|
/s/ KPMG LLP
|
We have served as the Company's auditor since 2013.
|
|
San Francisco, California
|
April 13, 2018
|
|
|
San Francisco, California
|
April 13, 2018
|
BIO-RAD LABORATORIES, INC.
Consolidated Balance Sheets
(In thousands, except share data)
|
|||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
383,824
|
|
|
$
|
456,264
|
|
Short-term investments
|
371,154
|
|
|
383,176
|
|
||
Restricted investments
|
5,560
|
|
|
4,560
|
|
||
Accounts receivable, less allowance for doubtful accounts of $25,549 at 2017 and $23,367 at 2016
|
464,847
|
|
|
372,348
|
|
||
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Raw materials
|
113,925
|
|
|
116,540
|
|
||
Work in process
|
142,589
|
|
|
125,982
|
|
||
Finished goods
|
338,290
|
|
|
282,439
|
|
||
Total inventories
|
594,804
|
|
|
524,961
|
|
||
|
|
|
|
||||
Prepaid expenses
|
146,135
|
|
|
91,014
|
|
||
Other current assets
|
10,325
|
|
|
12,201
|
|
||
Total current assets
|
1,976,649
|
|
|
1,844,524
|
|
||
|
|
|
|
||||
Property, plant and equipment:
|
|
|
|
||||
Land and improvements
|
18,026
|
|
|
17,895
|
|
||
Buildings and leasehold improvements
|
315,984
|
|
|
300,834
|
|
||
Equipment
|
971,140
|
|
|
908,659
|
|
||
Total property, plant and equipment
|
1,305,150
|
|
|
1,227,388
|
|
||
Less: accumulated depreciation and amortization
|
(811,654
|
)
|
|
(738,774
|
)
|
||
Property, plant and equipment, net
|
493,496
|
|
|
488,614
|
|
||
|
|
|
|
||||
Goodwill, net
|
506,069
|
|
|
477,115
|
|
||
Purchased intangibles, net
|
174,113
|
|
|
161,609
|
|
||
Other investments
|
1,027,736
|
|
|
830,790
|
|
||
Other assets
|
94,949
|
|
|
47,852
|
|
||
Total assets
|
$
|
4,273,012
|
|
|
$
|
3,850,504
|
|
|
|
|
|
BIO-RAD LABORATORIES, INC.
Consolidated Balance Sheets
(continued)
(In thousands, except share data)
|
|||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
135,182
|
|
|
$
|
133,109
|
|
Accrued payroll and employee benefits
|
171,632
|
|
|
163,364
|
|
||
Notes payable and current maturities of long-term debt
|
420
|
|
|
334
|
|
||
Income and other taxes payable
|
39,941
|
|
|
28,124
|
|
||
Deferred revenue
|
28,233
|
|
|
31,003
|
|
||
Other current liabilities
|
127,288
|
|
|
115,388
|
|
||
Total current liabilities
|
502,696
|
|
|
471,322
|
|
||
|
|
|
|
||||
Long-term debt, net of current maturities
|
434,581
|
|
|
434,186
|
|
||
Deferred income taxes
|
222,209
|
|
|
225,299
|
|
||
Other long-term liabilities
|
183,276
|
|
|
140,537
|
|
||
Total liabilities
|
1,342,762
|
|
|
1,271,344
|
|
||
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value, 7,500,000 shares authorized; issued and outstanding - none
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; shares issued - 24,679,127 and 24,454,048 at 2017 and 2016, respectively; shares outstanding - 24,678,545 and 24,453,926 at 2017 and 2016, respectively
|
2
|
|
|
2
|
|
||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; shares issued - 5,107,674 and 5,123,883 at 2017 and 2016, respectively; shares outstanding - 5,106,757 and 5,122,966 at 2017 and 2016, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
361,231
|
|
|
332,911
|
|
||
Class A treasury stock at cost, 582 shares at 2017 and 122 shares at 2016
|
(128
|
)
|
|
(12
|
)
|
||
Class B treasury stock at cost, 917 shares at 2017 and 2016
|
(89
|
)
|
|
(89
|
)
|
||
Retained earnings
|
1,830,439
|
|
|
1,828,581
|
|
||
Accumulated other comprehensive income
|
738,794
|
|
|
417,766
|
|
||
Total stockholders’ equity
|
2,930,250
|
|
|
2,579,160
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,273,012
|
|
|
$
|
3,850,504
|
|
|
|
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
2,160,153
|
|
|
$
|
2,068,172
|
|
|
$
|
2,019,441
|
|
|
Cost of goods sold
|
972,754
|
|
|
930,085
|
|
|
897,771
|
|
|
|||
Gross profit
|
1,187,399
|
|
|
1,138,087
|
|
|
1,121,670
|
|
|
|||
Selling, general and administrative expense
|
808,942
|
|
|
816,724
|
|
|
761,990
|
|
|
|||
Research and development expense
|
250,301
|
|
|
205,864
|
|
|
192,972
|
|
|
|||
Impairment losses on goodwill and long-lived assets
|
11,506
|
|
|
62,305
|
|
|
—
|
|
|
|||
Income from operations
|
116,650
|
|
|
53,194
|
|
|
166,708
|
|
|
|||
Interest expense
|
21,914
|
|
|
21,942
|
|
|
21,692
|
|
|
|||
Foreign exchange losses, net
|
9,128
|
|
|
4,542
|
|
|
10,249
|
|
|
|||
Other (income) expense, net
|
(12,197
|
)
|
|
(14,850
|
)
|
|
(11,080
|
)
|
|
|||
Income before income taxes
|
97,805
|
|
|
41,560
|
|
|
145,847
|
|
|
|||
Benefit from (provision for) income taxes
|
24,444
|
|
|
(15,560
|
)
|
|
(36,608
|
)
|
|
|||
Net income
|
$
|
122,249
|
|
|
$
|
26,000
|
|
|
$
|
109,239
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Net income per basic share
|
$
|
4.12
|
|
|
$
|
0.88
|
|
|
$
|
3.74
|
|
|
Weighted average common shares - basic
|
29,655
|
|
|
29,440
|
|
|
29,186
|
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Net income per diluted share
|
$
|
4.07
|
|
|
$
|
0.88
|
|
|
$
|
3.71
|
|
|
Weighted average common shares - diluted
|
30,034
|
|
|
29,646
|
|
|
29,409
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
122,249
|
|
|
$
|
26,000
|
|
|
$
|
109,239
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
76,050
|
|
|
(32,394
|
)
|
|
(37,536
|
)
|
|||
Foreign other post-employment benefits adjustments, net of income taxes
|
(3,767
|
)
|
|
2,086
|
|
|
(4,403
|
)
|
|||
Net unrealized holding gains on available-for-sale (AFS) investments, net of income taxes and effect of adoption of ASU 2018-02*
|
248,745
|
|
|
65,936
|
|
|
205,132
|
|
|||
Other comprehensive income, net of income taxes
|
321,028
|
|
|
35,628
|
|
|
163,193
|
|
|||
Comprehensive income
|
$
|
443,277
|
|
|
$
|
61,628
|
|
|
$
|
272,432
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Cash received from customers
|
$
|
2,093,948
|
|
|
$
|
2,074,024
|
|
|
$
|
1,956,084
|
|
Cash paid to suppliers and employees
|
(1,918,971
|
)
|
|
(1,810,844
|
)
|
|
(1,730,062
|
)
|
|||
Interest paid, net
|
(21,124
|
)
|
|
(21,318
|
)
|
|
(20,793
|
)
|
|||
Income tax payments, net
|
(52,136
|
)
|
|
(38,442
|
)
|
|
(31,715
|
)
|
|||
Investment proceeds and miscellaneous receipts, net
|
19,892
|
|
|
15,683
|
|
|
11,953
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
(1,506
|
)
|
|
(3,610
|
)
|
|||
(Payments for) proceeds from forward foreign exchange contracts, net
|
(17,724
|
)
|
|
(1,164
|
)
|
|
4,353
|
|
|||
Net cash provided by operating activities
|
103,885
|
|
|
216,433
|
|
|
186,210
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(111,332
|
)
|
|
(141,436
|
)
|
|
(112,000
|
)
|
|||
Proceeds from dispositions of property, plant and equipment
|
86
|
|
|
398
|
|
|
79
|
|
|||
Payments for acquisitions and long-term investment
|
(76,645
|
)
|
|
(14,165
|
)
|
|
(4,356
|
)
|
|||
Payments for purchases of intangible assets
|
(3,795
|
)
|
|
(135
|
)
|
|
(1,372
|
)
|
|||
Payments for purchases of restricted investment
|
(1,000
|
)
|
|
(350
|
)
|
|
(4,210
|
)
|
|||
Payments for purchases of marketable securities and investments
|
(282,656
|
)
|
|
(278,071
|
)
|
|
(294,497
|
)
|
|||
Proceeds from sales of marketable securities and investments
|
97,523
|
|
|
76,859
|
|
|
78,664
|
|
|||
Proceeds from maturities of marketable securities and investments
|
202,247
|
|
|
143,020
|
|
|
170,823
|
|
|||
Net cash used in investing activities
|
(175,572
|
)
|
|
(213,880
|
)
|
|
(166,869
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net (payments) borrowings on line-of-credit arrangements and notes payable
|
(36
|
)
|
|
37
|
|
|
—
|
|
|||
Payments on long-term borrowings
|
(316
|
)
|
|
(303
|
)
|
|
(282
|
)
|
|||
Proceeds from issuances of common stock for share-based compensation
|
7,294
|
|
|
11,280
|
|
|
8,236
|
|
|||
Payments for purchases of treasury stock
|
(2,920
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of contingent consideration
|
(3,681
|
)
|
|
(3,500
|
)
|
|
(2,983
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
1,506
|
|
|
3,610
|
|
|||
Net cash provided by financing activities
|
341
|
|
|
9,020
|
|
|
8,581
|
|
|||
Effect of foreign exchange rate changes on cash
|
(1,094
|
)
|
|
(12,858
|
)
|
|
16,376
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(72,440
|
)
|
|
(1,285
|
)
|
|
44,298
|
|
|||
Cash and cash equivalents at beginning of year
|
456,264
|
|
|
457,549
|
|
|
413,251
|
|
|||
Cash and cash equivalents at end of year
|
$
|
383,824
|
|
|
$
|
456,264
|
|
|
$
|
457,549
|
|
BIO-RAD LABORATORIES, INC.
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
|
||||||||||||||||||||||||
|
|
Common
Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Total Stockholders' Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014
|
|
$
|
3
|
|
|
$
|
271,346
|
|
|
$
|
(101
|
)
|
|
$
|
1,693,342
|
|
|
$
|
218,945
|
|
|
$
|
2,183,535
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,239
|
|
|
—
|
|
|
109,239
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,193
|
|
|
163,193
|
|
||||||
Issuance of common stock
|
|
—
|
|
|
8,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,236
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
16,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,983
|
|
||||||
Tax benefit-exercise stock options
|
|
—
|
|
|
3,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,843
|
|
||||||
Balance at December 31, 2015
|
|
3
|
|
|
300,408
|
|
|
(101
|
)
|
|
1,802,581
|
|
|
382,138
|
|
|
2,485,029
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,000
|
|
|
—
|
|
|
26,000
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,628
|
|
|
35,628
|
|
||||||
Issuance of common stock
|
|
—
|
|
|
11,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,280
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
19,730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,730
|
|
||||||
Tax benefit-exercise stock options
|
|
—
|
|
|
1,493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,493
|
|
||||||
Balance at December 31, 2016
|
|
3
|
|
|
332,911
|
|
|
(101
|
)
|
|
1,828,581
|
|
|
417,766
|
|
|
2,579,160
|
|
||||||
Effect of adoption of ASU 2016-09*
|
|
—
|
|
|
391
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
135
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,249
|
|
|
—
|
|
|
122,249
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,893
|
|
|
200,893
|
|
||||||
Effect of adoption of ASU 2018-02*
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,135
|
)
|
|
120,135
|
|
|
—
|
|
||||||
Issuance of common stock
|
|
—
|
|
|
4,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,490
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
23,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,439
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(2,920
|
)
|
|
—
|
|
|
—
|
|
|
(2,920
|
)
|
||||||
Issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
2,804
|
|
|
|
|
|
|
2,804
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
3
|
|
|
$
|
361,231
|
|
|
$
|
(217
|
)
|
|
$
|
1,830,439
|
|
|
$
|
738,794
|
|
|
$
|
2,930,250
|
|
•
|
significant under-performance relative to expected, historical or projected future operating results;
|
•
|
significant changes in the manner of use of the long-lived assets, intangible assets or the strategy for our overall business;
|
•
|
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of at a loss before the end of its previously estimated useful life; and
|
•
|
significant negative industry, legal, regulatory or economic trends.
|
|
|
2017
|
|
2016
|
||||
January 1
|
|
$
|
17.6
|
|
|
$
|
17.4
|
|
Provision for warranty
|
|
29.9
|
|
|
33.4
|
|
||
Actual warranty costs
|
|
(28.8
|
)
|
|
(33.2
|
)
|
||
December 31
|
|
$
|
18.7
|
|
|
$
|
17.6
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Basic weighted average shares outstanding
|
|
29,655
|
|
|
29,440
|
|
|
29,186
|
|
Effect of potentially dilutive stock options
|
|
|
|
|
|
|
|||
and restricted stock awards
|
|
379
|
|
|
206
|
|
|
223
|
|
Diluted weighted average common shares
|
|
30,034
|
|
|
29,646
|
|
|
29,409
|
|
Anti-dilutive stock options and restricted stock awards
|
|
|
|
|
|
|
|||
excluded from the computation of diluted EPS
|
|
13
|
|
|
113
|
|
|
109
|
|
|
|
December 31, 2016
|
||||||||||
|
|
As reported
|
|
Adjustment
|
|
As revised
|
||||||
Buildings and leasehold improvements
|
|
$
|
290,367
|
|
|
$
|
10,467
|
|
|
$
|
300,834
|
|
Equipment
|
|
919,126
|
|
|
(10,467
|
)
|
|
908,659
|
|
|||
Deferred income taxes
|
|
222,919
|
|
|
2,380
|
|
|
225,299
|
|
|||
Other long-term liabilities
|
|
135,318
|
|
|
5,219
|
|
|
140,537
|
|
|||
Total liabilities
|
|
1,263,745
|
|
|
7,599
|
|
|
1,271,344
|
|
|||
Retained earnings
|
|
1,836,180
|
|
|
(7,599
|
)
|
|
1,828,581
|
|
|||
Total stockholders' equity
|
|
$
|
2,586,759
|
|
|
$
|
(7,599
|
)
|
|
$
|
2,579,160
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||
|
As reported
|
Adjustment
|
As revised
|
|
As reported
|
Adjustment
|
As revised
|
||||||||||||
Provision for income taxes
|
$
|
(13,435
|
)
|
$
|
(2,125
|
)
|
$
|
(15,560
|
)
|
|
$
|
(32,754
|
)
|
$
|
(3,854
|
)
|
$
|
(36,608
|
)
|
Net income
|
$
|
28,125
|
|
$
|
(2,125
|
)
|
$
|
26,000
|
|
|
$
|
113,093
|
|
$
|
(3,854
|
)
|
$
|
109,239
|
|
Net income per basic share
|
$
|
0.96
|
|
$
|
(0.08
|
)
|
$
|
0.88
|
|
|
$
|
3.87
|
|
$
|
(0.13
|
)
|
$
|
3.74
|
|
Net income per diluted share
|
$
|
0.95
|
|
$
|
(0.07
|
)
|
$
|
0.88
|
|
|
$
|
3.85
|
|
$
|
(0.14
|
)
|
$
|
3.71
|
|
•
|
Level 1: Quoted prices in active markets for identical instruments
|
•
|
Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments)
|
•
|
Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets Carried at Fair Value:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (a):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
36.0
|
|
|
$
|
—
|
|
|
$
|
36.0
|
|
Time deposits
|
43.7
|
|
|
10.0
|
|
|
—
|
|
|
53.7
|
|
||||
U.S. government sponsored agencies
|
—
|
|
|
11.2
|
|
|
—
|
|
|
11.2
|
|
||||
Money market funds
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Total cash equivalents
|
47.1
|
|
|
57.2
|
|
|
—
|
|
|
104.3
|
|
||||
Restricted investment:
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Available-for-sale investments (b):
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
185.7
|
|
|
—
|
|
|
185.7
|
|
||||
U.S. government sponsored agencies
|
—
|
|
|
67.6
|
|
|
—
|
|
|
67.6
|
|
||||
Foreign government obligations
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||
Brokered certificates of deposit
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||
Municipal obligations
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
||||
Marketable equity securities
|
973.4
|
|
|
—
|
|
|
—
|
|
|
973.4
|
|
||||
Asset-backed securities
|
—
|
|
|
55.6
|
|
|
—
|
|
|
55.6
|
|
||||
Total available-for-sale investments
|
973.4
|
|
|
328.0
|
|
|
—
|
|
|
1,301.4
|
|
||||
Forward foreign exchange contracts (c)
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Total financial assets carried at fair value
|
$
|
1,026.1
|
|
|
$
|
385.7
|
|
|
$
|
—
|
|
|
$
|
1,411.8
|
|
|
|
|
|
|
|
|
|
||||||||
Financial Liabilities Carried at Fair Value:
|
|
|
|
|
|
|
|
||||||||
Forward foreign exchange contracts (d)
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Contingent consideration (e)
|
—
|
|
|
—
|
|
|
16.7
|
|
|
16.7
|
|
||||
Total financial liabilities carried at fair value
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
16.7
|
|
|
$
|
18.3
|
|
(a)
|
Cash equivalents are included in Cash and cash equivalents in the Consolidated Balance Sheets.
|
(b)
|
Available-for-sale investments are included in the following accounts in the Consolidated Balance Sheets (in millions):
|
|
December 31,
2017 |
|
December 31, 2016
|
||||
|
|
|
|
||||
Short-term investments
|
$
|
371.2
|
|
|
$
|
383.2
|
|
Other investments
|
930.2
|
|
|
732.4
|
|
||
Total
|
$
|
1,301.4
|
|
|
$
|
1,115.6
|
|
(c)
|
Forward foreign exchange contracts in an asset position are included in Other current assets in the Consolidated Balance Sheets.
|
(d)
|
Forward foreign exchange contracts in a liability position are included in Other current liabilities in the Consolidated Balance Sheets.
|
(e)
|
Contingent consideration liabilities are included in the following accounts in the Consolidated Balance Sheets (in millions):
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
Other current liabilities
|
$
|
2.7
|
|
|
$
|
14.5
|
|
Other long-term liabilities
|
14.0
|
|
|
24.0
|
|
||
Total
|
$
|
16.7
|
|
|
$
|
38.5
|
|
|
2017
|
||
|
|
||
January 1
|
$
|
28.5
|
|
Cell sorting system:
|
|
||
Payment of sales milestone
|
(3.1
|
)
|
|
|
|
||
Analytical flow cytometer platform:
|
|
||
Decrease in estimated fair value of contingent consideration included in Selling, general and administrative expense
|
(8.1
|
)
|
|
Payment of sales milestone
|
$
|
(0.6
|
)
|
December 31
|
$
|
16.7
|
|
|
Valuation Technique
|
Unobservable Input
|
Percentage
|
|
Analytical flow cytometer platform
|
Probability-weighted income approach
|
Sales milestones:
|
|
|
|
|
Discount rate
|
10.8
|
%
|
|
|
Cost of debt
|
4.2
|
%
|
|
December 31, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
185.9
|
|
|
$
|
0.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
185.7
|
|
Brokered certificates of deposit
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Municipal obligations
|
15.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
15.0
|
|
||||
Asset-backed securities
|
55.6
|
|
|
—
|
|
|
(0.2
|
)
|
|
55.4
|
|
||||
U.S. government sponsored agencies
|
68.3
|
|
|
—
|
|
|
(0.7
|
)
|
|
67.6
|
|
||||
Foreign government obligations
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Marketable equity securities
|
34.4
|
|
|
9.0
|
|
|
—
|
|
|
43.4
|
|
||||
|
363.4
|
|
|
9.3
|
|
|
(1.5
|
)
|
|
371.2
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
54.5
|
|
|
875.5
|
|
|
—
|
|
|
930.0
|
|
||||
Asset-backed securities
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
|
54.7
|
|
|
875.5
|
|
|
—
|
|
|
930.2
|
|
||||
Total
|
$
|
418.1
|
|
|
$
|
884.8
|
|
|
$
|
(1.5
|
)
|
|
$
|
1,301.4
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
179.7
|
|
|
$
|
0.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
179.4
|
|
Brokered certificates of deposit
|
3.6
|
|
|
—
|
|
|
—
|
|
|
$
|
3.6
|
|
|||
Municipal obligations
|
15.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
15.4
|
|
||||
Asset-backed securities
|
62.2
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
62.2
|
|
||||
U.S. government sponsored agencies
|
83.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
82.5
|
|
||||
Foreign government obligations
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||
Marketable equity securities
|
32.4
|
|
|
3.7
|
|
|
(0.4
|
)
|
|
35.7
|
|
||||
|
380.9
|
|
|
4.1
|
|
|
(1.8
|
)
|
|
383.2
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
54.5
|
|
|
677.6
|
|
|
—
|
|
|
732.1
|
|
||||
Asset-backed securities
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
|
54.8
|
|
|
677.6
|
|
|
—
|
|
|
732.4
|
|
||||
Total
|
$
|
435.7
|
|
|
$
|
681.7
|
|
|
$
|
(1.8
|
)
|
|
$
|
1,115.6
|
|
|
December 31,
2017 |
|
December 31, 2016
|
||||
|
|
|
|
||||
Fair value of investments in a loss position 12 months or more
|
$
|
43.9
|
|
|
$
|
11.8
|
|
Fair value of investments in a loss position less than 12 months
|
$
|
168.7
|
|
|
$
|
160.5
|
|
Gross unrealized losses for investments in a loss position 12 months or more
|
$
|
0.7
|
|
|
$
|
0.3
|
|
Gross unrealized losses for investments in a loss position less than 12 months
|
$
|
0.8
|
|
|
$
|
1.5
|
|
|
December 31,
|
||
|
2017
|
||
Contracts maturing in January through March 2018 to sell foreign currency:
|
|
||
Notional value
|
$
|
52.0
|
|
Unrealized loss
|
$
|
0.1
|
|
Contracts maturing in January through March 2018 to purchase foreign currency:
|
|
||
Notional value
|
$
|
413.2
|
|
Unrealized loss
|
$
|
1.0
|
|
|
Amortized
Cost
|
|
Estimated Fair
Value
|
||||
|
|
|
|
||||
Mature in less than one year
|
$
|
126.3
|
|
|
$
|
126.1
|
|
Mature in one to five years
|
157.9
|
|
|
157.2
|
|
||
Mature in more than five years
|
45.0
|
|
|
44.7
|
|
||
Total
|
$
|
329.2
|
|
|
$
|
328.0
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Fair Value Hierarchy Level
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Fair Value Hierarchy Level
|
||||||||
Other investments
|
$
|
91.8
|
|
|
$
|
1,249.4
|
|
|
2
|
|
$
|
92.8
|
|
|
$
|
984.2
|
|
|
2
|
Total long-term debt, excluding leases
and current maturities
|
$
|
423.1
|
|
|
$
|
449.8
|
|
|
2
|
|
$
|
422.5
|
|
|
$
|
454.2
|
|
|
2
|
|
|
2017
|
|
|
2016
|
||||||||||||||||||||
|
|
Life
Science |
|
Clinical
Diagnostics |
|
Total
|
|
|
Life
Science |
|
Clinical
Diagnostics |
|
Total
|
||||||||||||
Balances as of January 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
$
|
207.1
|
|
|
$
|
311.7
|
|
|
$
|
518.8
|
|
|
|
$
|
207.2
|
|
|
$
|
316.9
|
|
|
$
|
524.1
|
|
Accumulated impairment losses and write-offs
|
|
(27.2
|
)
|
|
(14.5
|
)
|
|
(41.7
|
)
|
|
|
(27.2
|
)
|
|
(1.0
|
)
|
|
(28.2
|
)
|
||||||
Goodwill, net
|
|
179.9
|
|
|
297.2
|
|
|
477.1
|
|
|
|
180.0
|
|
|
315.9
|
|
|
495.9
|
|
||||||
Acquisitions
|
|
26.2
|
|
|
—
|
|
|
26.2
|
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Impairment
|
|
(8.7
|
)
|
|
(2.8
|
)
|
|
(11.5
|
)
|
|
|
—
|
|
|
(13.5
|
)
|
|
(13.5
|
)
|
||||||
Currency fluctuations
|
|
1.4
|
|
|
12.9
|
|
|
14.3
|
|
|
|
(0.2
|
)
|
|
(5.2
|
)
|
|
(5.4
|
)
|
||||||
Balances as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
234.7
|
|
|
324.6
|
|
|
559.3
|
|
|
|
207.1
|
|
|
311.7
|
|
|
518.8
|
|
||||||
Accumulated impairment losses and write-offs
|
|
(35.9
|
)
|
|
(17.3
|
)
|
|
(53.2
|
)
|
|
|
(27.2
|
)
|
|
(14.5
|
)
|
|
(41.7
|
)
|
||||||
Goodwill, net
|
|
$
|
198.8
|
|
|
$
|
307.3
|
|
|
$
|
506.1
|
|
|
|
$
|
179.9
|
|
|
$
|
297.2
|
|
|
$
|
477.1
|
|
|
December 31, 2017
|
||||||||||||
|
Average
Remaining
Life (years)
|
|
Purchase
Price
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships/lists
|
1-7
|
|
$
|
92.3
|
|
|
$
|
(64.4
|
)
|
|
$
|
27.9
|
|
Know how
|
1-8
|
|
194.9
|
|
|
(157.9
|
)
|
|
37.0
|
|
|||
Developed product technology
|
1-12
|
|
133.3
|
|
|
(70.3
|
)
|
|
63.0
|
|
|||
Licenses
|
1-12
|
|
76.7
|
|
|
(36.0
|
)
|
|
40.7
|
|
|||
Tradenames
|
1-6
|
|
3.9
|
|
|
(3.0
|
)
|
|
0.9
|
|
|||
Covenants not to compete
|
1-8
|
|
7.9
|
|
|
(3.3
|
)
|
|
4.6
|
|
|||
Total definite-lived intangible assets
|
|
|
$
|
509.0
|
|
|
$
|
(334.9
|
)
|
|
$
|
174.1
|
|
|
December 31, 2016
|
||||||||||||
|
Average
Remaining
Life (years)
|
|
Purchase
Price
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships/lists
|
1-8
|
|
$
|
84.4
|
|
|
$
|
(52.8
|
)
|
|
$
|
31.6
|
|
Know how
|
1-9
|
|
182.6
|
|
|
(136.9
|
)
|
|
45.7
|
|
|||
Developed product technology
|
3-12
|
|
125.9
|
|
|
(56.3
|
)
|
|
69.6
|
|
|||
Licenses
|
1-9
|
|
39.0
|
|
|
(30.6
|
)
|
|
8.4
|
|
|||
Tradenames
|
4-8
|
|
3.5
|
|
|
(2.5
|
)
|
|
1.0
|
|
|||
Covenants not to compete
|
2-9
|
|
7.8
|
|
|
(2.5
|
)
|
|
5.3
|
|
|||
Total definite-lived intangible assets
|
|
|
$
|
443.2
|
|
|
$
|
(281.6
|
)
|
|
$
|
161.6
|
|
|
December 31,
2017 |
|
December 31, 2016
|
||||
|
|
|
|
||||
4.875% Senior Notes due 2020, net of discount
|
$
|
425.0
|
|
|
$
|
425.0
|
|
Less unamortized discount and debt issuance costs
|
(1.9
|
)
|
|
(2.5
|
)
|
||
Long-term debt less unamortized discount and debt issuance costs
|
423.1
|
|
|
422.5
|
|
||
Capital leases and other debt
|
11.9
|
|
|
12.0
|
|
||
|
435.0
|
|
|
434.5
|
|
||
Less current maturities
|
(0.4
|
)
|
|
(0.3
|
)
|
||
Long-term debt
|
$
|
434.6
|
|
|
$
|
434.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
|
$
|
72.8
|
|
|
$
|
(38.5
|
)
|
|
$
|
48.4
|
|
International
|
|
25.0
|
|
|
80.1
|
|
|
97.4
|
|
|||
Income before taxes
|
|
$
|
97.8
|
|
|
$
|
41.6
|
|
|
$
|
145.8
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current tax expense:
|
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
|
$
|
6.7
|
|
|
$
|
16.1
|
|
|
$
|
8.7
|
|
State
|
|
3.4
|
|
|
3.1
|
|
|
1.7
|
|
|||
International
|
|
32.0
|
|
|
30.4
|
|
|
34.1
|
|
|||
Current tax expense
|
|
42.1
|
|
|
49.6
|
|
|
44.5
|
|
|||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||
U.S. Federal
|
|
(69.8
|
)
|
|
(42.4
|
)
|
|
2.0
|
|
|||
State
|
|
4.3
|
|
|
(2.8
|
)
|
|
1.4
|
|
|||
International
|
|
(19.3
|
)
|
|
(6.0
|
)
|
|
(7.1
|
)
|
|||
Deferred tax benefit
|
|
(84.8
|
)
|
|
(51.2
|
)
|
|
(3.7
|
)
|
|||
Non-current tax expense (benefit)
|
|
18.3
|
|
|
17.2
|
|
|
(4.2
|
)
|
|||
(Benefit from) provision for income taxes
|
|
$
|
(24.4
|
)
|
|
$
|
15.6
|
|
|
$
|
36.6
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
U. S. statutory tax rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Impact of foreign operations
|
|
7
|
|
|
(15
|
)
|
|
(4
|
)
|
Foreign dividends, net
|
|
—
|
|
|
(40
|
)
|
|
(4
|
)
|
Research tax credits
|
|
(4
|
)
|
|
(9
|
)
|
|
(2
|
)
|
Nontaxable subsidies
|
|
(2
|
)
|
|
(4
|
)
|
|
(1
|
)
|
Tax settlements and changes to unrecognized tax benefits
|
|
—
|
|
|
47
|
|
|
(3
|
)
|
Goodwill impairment
|
|
—
|
|
|
11
|
|
|
—
|
|
Domestic manufacturing deduction
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
Stock-based compensation
|
|
(5
|
)
|
|
3
|
|
|
1
|
|
Nondeductible executive compensation
|
|
2
|
|
|
3
|
|
|
1
|
|
Fines and penalties
|
|
—
|
|
|
2
|
|
|
—
|
|
Prior period adjustments
|
|
—
|
|
|
4
|
|
|
3
|
|
U.S. taxation of foreign income
|
|
3
|
|
|
2
|
|
|
—
|
|
Acquisition-related
|
|
10
|
|
|
—
|
|
|
—
|
|
U.S. tax reform
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
State taxes
|
|
3
|
|
|
1
|
|
|
1
|
|
Other
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
(Benefit from) provision for income taxes
|
|
(25
|
)%
|
|
37
|
%
|
|
25
|
%
|
–
|
Our deferred tax assets and liabilities are measured at the enacted tax rate that will apply when these temporary differences are expected to be realized or settled. In connection with the Tax Act, we have provisionally recorded a deferred income tax benefit of $125 million for the statutory corporate tax rate reduction as our U.S. federal deferred tax liabilities exceed our deferred tax assets. This deferred tax benefit is primarily related to the remeasurement of the deferred tax liability for our investment in the preferred shares of Sartorius AG.
|
–
|
The Tax Act imposes a Transition Tax payable over eight years. The Transition Tax is assessed on the U.S. shareholders’ share of certain foreign corporations’ accumulated untaxed foreign earnings. Earnings in the form of cash and cash equivalents are taxed at a rate of 15.5% and all other earnings are taxed at a rate of 8.0%. We recorded a provisional income tax expense of $55 million for Transition Tax. As additional information and guidance become available, the determination of the Transition Tax will be completed within the measurement period in accordance with SAB 118.
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Bad debt, inventory and warranty accruals
|
|
$
|
28.6
|
|
|
$
|
25.8
|
|
Other post-employment benefits, vacation and other reserves
|
|
24.0
|
|
|
26.3
|
|
||
Tax credit and net operating loss carryforwards
|
|
73.3
|
|
|
96.4
|
|
||
Other
|
|
19.7
|
|
|
35.7
|
|
||
Total gross deferred tax assets
|
|
145.6
|
|
|
184.2
|
|
||
Valuation allowance
|
|
(66.4
|
)
|
|
(66.4
|
)
|
||
Total deferred tax assets
|
|
79.2
|
|
|
117.8
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
33.5
|
|
|
22.2
|
|
||
Investments and intangible assets
|
|
219.1
|
|
|
287.8
|
|
||
Total deferred tax liabilities
|
|
252.6
|
|
|
310.0
|
|
||
Net deferred tax liabilities
|
|
$
|
(173.4
|
)
|
|
$
|
(192.2
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits – January 1
|
|
$
|
21.1
|
|
|
$
|
11.9
|
|
|
$
|
15.8
|
|
Additions to tax positions related to prior years
|
|
1.3
|
|
|
10.4
|
|
|
0.7
|
|
|||
Reductions to tax positions related to prior years
|
|
(1.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Additions to tax positions related to the current year
|
|
34.8
|
|
|
3.4
|
|
|
2.9
|
|
|||
Settlements
|
|
(0.2
|
)
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|||
Lapse of statute of limitations
|
|
(3.4
|
)
|
|
(2.3
|
)
|
|
(6.3
|
)
|
|||
Currency translation
|
|
2.3
|
|
|
0.1
|
|
|
(0.5
|
)
|
|||
Unrecognized tax benefits – December 31
|
|
$
|
54.9
|
|
|
$
|
21.1
|
|
|
$
|
11.9
|
|
|
Class A Shares
|
|
Class B Shares
|
||
Balance at January 1, 2015
|
23,972
|
|
|
5,099
|
|
B to A conversions
|
18
|
|
|
(18
|
)
|
Issuance of common stock
|
240
|
|
|
50
|
|
Balance at December 31, 2015
|
24,230
|
|
|
5,131
|
|
B to A conversions
|
13
|
|
|
(13
|
)
|
Issuance of common stock
|
211
|
|
|
6
|
|
Balance at December 31, 2016
|
24,454
|
|
|
5,124
|
|
B to A conversions
|
34
|
|
|
(34
|
)
|
Issuance of common stock
|
191
|
|
|
18
|
|
Balance at December 31, 2017
|
24,679
|
|
|
5,108
|
|
|
Foreign currency translation adjustments
|
Foreign other post-employment benefits adjustments
|
Net unrealized holding gains on available-for-sale investments
|
Total Accumulated other comprehensive income
|
||||||||
Balances as of January 1, 2016
|
$
|
33.7
|
|
$
|
(20.7
|
)
|
$
|
369.1
|
|
$
|
382.1
|
|
Other comprehensive (loss) income, before reclassifications
|
(32.4
|
)
|
0.5
|
|
105.1
|
|
73.2
|
|
||||
Amounts reclassified from Accumulated other comprehensive income
|
—
|
|
2.5
|
|
(0.8
|
)
|
1.7
|
|
||||
Income tax effects
|
—
|
|
(0.9
|
)
|
(38.4
|
)
|
(39.3
|
)
|
||||
Other comprehensive (loss) income, net of income taxes
|
(32.4
|
)
|
2.1
|
|
65.9
|
|
35.6
|
|
||||
Balances as of December 31, 2016
|
$
|
1.3
|
|
$
|
(18.6
|
)
|
$
|
435.0
|
|
$
|
417.7
|
|
Other comprehensive income (loss), before reclassifications
|
76.1
|
|
(6.5
|
)
|
203.6
|
|
273.2
|
|
||||
Amounts reclassified from Accumulated other comprehensive income
|
—
|
|
2.1
|
|
(0.1
|
)
|
2.0
|
|
||||
Income tax effects
|
—
|
|
0.7
|
|
(74.9
|
)
|
(74.2
|
)
|
||||
Effect of adoption of ASU 2018-02**
|
—
|
|
—
|
|
120.1
|
|
120.1
|
|
||||
Other comprehensive income (loss), net of income taxes
|
76.1
|
|
(3.7
|
)
|
248.7
|
|
321.1
|
|
||||
Balances as of December 31, 2017
|
$
|
77.4
|
|
$
|
(22.3
|
)
|
$
|
683.7
|
|
$
|
738.8
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, December 31, 2016
|
|
449,570
|
|
|
$
|
106.52
|
|
|
|
|
|
||
Granted
|
|
44,000
|
|
|
$
|
215.98
|
|
|
|
|
|
||
Exercised
|
|
(78,890
|
)
|
|
$
|
89.41
|
|
|
|
|
|
||
Forfeited/expired
|
|
(7,200
|
)
|
|
$
|
177.99
|
|
|
|
|
|
||
Outstanding, December 31, 2017
|
|
407,480
|
|
|
$
|
120.39
|
|
|
5.09
|
|
$
|
48.2
|
|
|
|
|
|
|
|
|
|
|
|||||
Unvested, December 31, 2017
|
|
125,720
|
|
|
$
|
164.84
|
|
|
8.29
|
|
$
|
9.3
|
|
Exercisable, December 31, 2017
|
|
281,760
|
|
|
$
|
100.56
|
|
|
3.66
|
|
$
|
38.9
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Expected volatility
|
|
20
|
%
|
|
21
|
%
|
|
23
|
%
|
|||
Risk-free interest rate
|
|
1.87
|
%
|
|
1.35
|
%
|
|
1.90
|
%
|
|||
Expected life (in years)
|
|
7.2
|
|
|
7.4
|
|
|
7.7
|
|
|||
Expected dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average fair value of options granted
|
|
$
|
58.65
|
|
|
$
|
42.40
|
|
|
$
|
42.74
|
|
|
|
Restricted Stock
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Weighted-Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|||||
Outstanding, December 31, 2016
|
|
448,822
|
|
|
$
|
141.09
|
|
|
|
|
|
||
Granted
|
|
192,860
|
|
|
$
|
215.98
|
|
|
|
|
|
||
Vested
|
|
(127,189
|
)
|
|
$
|
133.54
|
|
|
|
|
|
||
Forfeited
|
|
(41,263
|
)
|
|
$
|
151.36
|
|
|
|
|
|
||
Outstanding, December 31, 2017
|
|
473,230
|
|
|
$
|
172.75
|
|
|
2.14
|
|
$
|
112.9
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
|
|
2016
|
|
|
|
2015
|
||||||
Expected volatility
|
19
|
%
|
|
|
|
20
|
%
|
|
|
|
18
|
%
|
|||
Risk-free interest rate
|
0.83
|
%
|
|
|
|
0.26
|
%
|
|
|
|
0.02
|
%
|
|||
Expected life (in years)
|
0.24
|
|
|
|
|
0.25
|
|
|
|
|
0.25
|
|
|||
Expected dividend
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Weighted-average fair value
|
|
|
|
|
|
|
|
|
|
||||||
of purchase rights
|
$
|
38.86
|
|
|
|
|
$
|
27.36
|
|
|
|
|
$
|
25.08
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Interest and investment income
|
|
$
|
(19.1
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
(10.1
|
)
|
Net realized gains on investments
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
|||
Other-than-temporary impairment losses on investments
|
|
7.0
|
|
|
0.6
|
|
|
0.6
|
|
|||
Other (income) expense, net
|
|
$
|
(12.2
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(11.1
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
122.2
|
|
|
$
|
26.0
|
|
|
$
|
109.2
|
|
Adjustments to reconcile net income
|
|
|
|
|
|
|
|
|
|
|||
to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
148.7
|
|
|
142.9
|
|
|
131.8
|
|
|||
Share-based compensation
|
|
23.4
|
|
|
19.7
|
|
|
17.0
|
|
|||
Gains on dispositions of securities
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
|||
Other-than-temporary impairment losses on investments
|
|
7.0
|
|
|
0.6
|
|
|
0.6
|
|
|||
Losses on dispositions of fixed assets
|
|
8.1
|
|
|
0.6
|
|
|
0.3
|
|
|||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
(1.5
|
)
|
|
(3.6
|
)
|
|||
Changes in fair value of contingent consideration
|
|
(18.1
|
)
|
|
(0.4
|
)
|
|
(5.6
|
)
|
|||
(Increase) decrease in accounts receivable, net
|
|
(64.1
|
)
|
|
12.5
|
|
|
(39.0
|
)
|
|||
Increase in inventories, net
|
|
(47.7
|
)
|
|
(57.1
|
)
|
|
(54.2
|
)
|
|||
(Increase) decrease in other current assets
|
|
(36.1
|
)
|
|
(6.6
|
)
|
|
0.1
|
|
|||
Increase in accounts payable
|
|
|
|
|
|
|
|
|
|
|||
and other current liabilities
|
|
7.8
|
|
|
30.1
|
|
|
28.6
|
|
|||
(Decrease) increase in income taxes payable
|
|
(22.4
|
)
|
|
10.7
|
|
|
12.7
|
|
|||
Decrease in deferred income taxes
|
|
(82.0
|
)
|
|
(51.4
|
)
|
|
(4.0
|
)
|
|||
Decrease in other long term assets
|
|
2.4
|
|
|
12.7
|
|
|
0.3
|
|
|||
Increase (decrease) in other long term liabilities
|
|
38.1
|
|
|
10.4
|
|
|
(10.7
|
)
|
|||
Impairment losses on goodwill and long-lived assets
|
|
11.5
|
|
|
62.3
|
|
|
—
|
|
|||
Other
|
|
5.2
|
|
|
5.7
|
|
|
4.3
|
|
|||
Net cash provided by operating activities
|
|
$
|
103.9
|
|
|
$
|
216.4
|
|
|
$
|
186.2
|
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Purchased property, plant and equipment
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|||
Purchased marketable securities and investments
|
|
$
|
2.8
|
|
|
$
|
0.6
|
|
|
$
|
2.2
|
|
Change in benefit obligation:
|
2017
|
2016
|
||
Benefit obligation at beginning of year
|
$122.7
|
$120.8
|
||
Service cost
|
6.5
|
|
6.1
|
|
Interest cost
|
1.1
|
|
1.4
|
|
Plan participants' contributions
|
2.8
|
|
2.6
|
|
Actuarial (gain) loss
|
3.3
|
|
—
|
|
Gross benefits paid
|
(3.2
|
)
|
(3.3
|
)
|
Plan amendments
|
1.1
|
|
—
|
|
Special termination benefits
|
(2.0
|
)
|
—
|
|
Settlements
|
(5.1
|
)
|
(2.5
|
)
|
Change attributable to foreign exchange
|
9.4
|
|
(2.4
|
)
|
|
|
|
||
Benefit obligation at end of year
|
136.6
|
|
122.7
|
|
|
|
|
||
Change in plan assets:
|
|
|
||
Fair value of plan assets at beginning year
|
58.8
|
|
56.7
|
|
Actual return on plan assets
|
0.5
|
|
1.3
|
|
Employer contributions
|
4.0
|
|
4.7
|
|
Plan participants' contributions
|
2.8
|
|
2.6
|
|
Gross benefits paid
|
(2.3
|
)
|
(2.9
|
)
|
Settlements
|
(5.1
|
)
|
(2.5
|
)
|
Change attributable to foreign exchange
|
3.0
|
|
(1.1
|
)
|
|
|
|
||
Fair value of plan assets at end of year
|
61.7
|
|
58.8
|
|
|
|
|
||
Under funded status of plans
|
$(74.9)
|
$(63.9)
|
||
|
|
|
||
Amounts recognized in the consolidated balance sheets:
|
|
|
||
Current liabilities (Accrued payroll and employee benefits)
|
$(1.1)
|
$(0.5)
|
||
Noncurrent liabilities (Other long-term liabilities)
|
(73.8
|
)
|
(63.4
|
)
|
|
|
|
||
Net liability, end of fiscal year
|
$(74.9)
|
$(63.9)
|
||
|
|
|
|
2017
|
2016
|
2015
|
|||
Service costs
|
$6.5
|
$6.1
|
$5.3
|
|||
Interest costs
|
1.1
|
|
1.4
|
|
1.4
|
|
Expected returns on plan assets
|
(1.1
|
)
|
(1.0
|
)
|
(1.2
|
)
|
Amortization of actuarial losses
|
1.4
|
|
1.7
|
|
0.8
|
|
Amortization of prior service costs
|
—
|
|
—
|
|
0.4
|
|
Settlements
|
1.2
|
|
0.4
|
|
—
|
|
|
|
|
|
|||
Net periodic benefit costs
|
$9.1
|
$8.6
|
$6.7
|
|||
|
|
|
|
|
2017
|
2016
|
||
Discount rate
|
0.8
|
%
|
0.9
|
%
|
Compensation rate increase
|
1.8
|
%
|
1.6
|
%
|
|
|
|
|
2017
|
2016
|
2015
|
|||
Discount rate
|
0.9
|
%
|
1.1
|
%
|
1.3
|
%
|
Expected long-term rate of return on plan assets
|
1.9
|
%
|
1.6
|
%
|
2.3
|
%
|
|
|
|
|
|
|
|
Life
Science
|
|
Clinical
Diagnostics
|
|
Other
Operations
|
||||||
Segment net sales
|
2017
|
|
$
|
785.2
|
|
|
$
|
1,360.8
|
|
|
$
|
14.2
|
|
|
2016
|
|
730.7
|
|
|
1,323.3
|
|
|
14.2
|
|
|||
|
2015
|
|
695.0
|
|
|
1,310.4
|
|
|
14.0
|
|
|||
|
|
|
|
|
|
|
|
||||||
Allocated interest expense
|
2017
|
|
$
|
7.0
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
2016
|
|
6.4
|
|
|
15.5
|
|
|
—
|
|
|||
|
2015
|
|
6.1
|
|
|
15.4
|
|
|
0.1
|
|
|||
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2017
|
|
$
|
36.2
|
|
|
$
|
80.2
|
|
|
$
|
—
|
|
|
2016
|
|
31.7
|
|
|
80.5
|
|
|
—
|
|
|||
|
2015
|
|
30.7
|
|
|
77.8
|
|
|
0.1
|
|
|||
|
|
|
|
|
|
|
|
||||||
Segment (loss) profit
|
2017
|
|
$
|
(10.1
|
)
|
|
$
|
112.5
|
|
|
$
|
1.4
|
|
|
2016
|
|
(19.2
|
)
|
|
57.0
|
|
|
0.9
|
|
|||
|
2015
|
|
(0.7
|
)
|
|
152.4
|
|
|
0.7
|
|
|||
|
|
|
|
|
|
|
|
||||||
Segment assets
|
2017
|
|
$
|
453.0
|
|
|
$
|
1,038.4
|
|
|
$
|
4.8
|
|
|
2016
|
|
380.8
|
|
|
909.1
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
2017
|
|
$
|
12.6
|
|
|
$
|
59.0
|
|
|
$
|
—
|
|
|
2016
|
|
14.3
|
|
|
67.1
|
|
|
—
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total segment profit
|
$
|
103.8
|
|
|
$
|
38.7
|
|
|
$
|
152.4
|
|
Foreign exchange losses
|
(9.1
|
)
|
|
(4.5
|
)
|
|
(10.2
|
)
|
|||
Net corporate operating, interest and other expense, net not allocated to segments
|
(9.1
|
)
|
|
(7.5
|
)
|
|
(7.5
|
)
|
|||
Other income (expense), net
|
12.2
|
|
|
14.9
|
|
|
11.1
|
|
|||
Consolidated income before taxes
|
$
|
97.8
|
|
|
$
|
41.6
|
|
|
$
|
145.8
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Total segment assets
|
|
$
|
1,496.2
|
|
|
$
|
1,294.8
|
|
Cash and other current assets
|
|
965.8
|
|
|
980.3
|
|
||
Property, plant and equipment, net, excluding
|
|
|
|
|
||||
segment specific gross machinery and equipment
|
|
57.0
|
|
|
91.1
|
|
||
Goodwill, net
|
|
506.1
|
|
|
477.1
|
|
||
Other long-term assets
|
|
1,247.9
|
|
|
1,007.2
|
|
||
Total assets
|
|
$
|
4,273.0
|
|
|
$
|
3,850.5
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Europe
|
|
$
|
758.5
|
|
|
$
|
742.2
|
|
|
$
|
763.7
|
|
Pacific Rim
|
|
461.3
|
|
|
427.1
|
|
|
392.2
|
|
|||
United States
|
|
800.2
|
|
|
770.6
|
|
|
735.0
|
|
|||
Other (primarily Canada and Latin America)
|
|
140.2
|
|
|
128.3
|
|
|
128.5
|
|
|||
Total net sales
|
|
$
|
2,160.2
|
|
|
$
|
2,068.2
|
|
|
$
|
2,019.4
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Europe
|
|
$
|
230.6
|
|
|
$
|
221.1
|
|
Pacific Rim
|
|
18.4
|
|
|
16.1
|
|
||
United States
|
|
1,305.2
|
|
|
1,084.7
|
|
||
Other (primarily Canada and Latin America)
|
|
13.1
|
|
|
12.3
|
|
||
Total Property, plant and equipment, net, Other investments and other assets, excluding deferred income taxes
|
|
$
|
1,567.3
|
|
|
$
|
1,334.2
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Life Science
|
|
Clinical Diagnostics
|
|
Total
|
|
Life Science
|
|
Clinical Diagnostics
|
|
Total
|
||||||||||||
Balance as of January 1
|
|
$
|
3.2
|
|
|
$
|
5.8
|
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charged to expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
7.6
|
|
|
11.7
|
|
||||||
Adjustment to expense
|
|
0.2
|
|
|
0.3
|
|
|
0.5
|
|
|
0.3
|
|
|
0.5
|
|
|
0.8
|
|
||||||
Cash payments
|
|
(1.5
|
)
|
|
(2.7
|
)
|
|
(4.2
|
)
|
|
(1.0
|
)
|
|
(2.0
|
)
|
|
(3.0
|
)
|
||||||
Foreign currency translation losses (gains)
|
|
0.3
|
|
|
0.7
|
|
|
1.0
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
||||||
Balance as of December 31
|
|
$
|
2.2
|
|
|
$
|
4.1
|
|
|
$
|
6.3
|
|
|
$
|
3.2
|
|
|
$
|
5.8
|
|
|
$
|
9.0
|
|
|
|
2017
|
||
Balance as of January 1
|
|
$
|
—
|
|
Charged to expense
|
|
14.0
|
|
|
Cash payments
|
|
—
|
|
|
Foreign currency translation losses
|
|
0.1
|
|
|
Balance as of December 31
|
|
$
|
14.1
|
|
As reported:
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
500.1
|
|
|
$
|
504.7
|
|
|
$
|
535.0
|
|
|
$
|
620.4
|
|
Cost of goods sold
|
|
230.1
|
|
|
231.4
|
|
|
230.5
|
|
|
280.8
|
|
||||
Gross profit
|
|
270.0
|
|
|
273.3
|
|
|
304.5
|
|
|
339.6
|
|
||||
Selling, general and administrative expense
|
|
194.9
|
|
|
213.0
|
|
|
196.8
|
|
|
204.2
|
|
||||
Research and development expense
|
|
49.5
|
|
|
62.6
|
|
|
61.4
|
|
|
76.8
|
|
||||
Income before income taxes
|
|
20.1
|
|
|
1.1
|
|
|
38.9
|
|
|
37.7
|
|
||||
(Provision for) benefit from income taxes
|
|
(7.7
|
)
|
|
3.9
|
|
|
(11.5
|
)
|
|
32.2
|
|
||||
Net income
|
|
12.4
|
|
|
5.0
|
|
|
27.4
|
|
|
69.9
|
|
||||
Basic earnings per share
|
|
$
|
0.42
|
|
|
$
|
0.17
|
|
|
$
|
0.92
|
|
|
$
|
2.35
|
|
Diluted earnings per share
|
|
$
|
0.41
|
|
|
$
|
0.17
|
|
|
$
|
0.91
|
|
|
$
|
2.32
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
471.2
|
|
|
$
|
516.8
|
|
|
$
|
508.7
|
|
|
$
|
571.5
|
|
Cost of goods sold
|
|
207.2
|
|
|
236.6
|
|
|
229.2
|
|
|
257.1
|
|
||||
Gross profit
|
|
264.0
|
|
|
280.2
|
|
|
279.5
|
|
|
314.4
|
|
||||
Selling, general and administrative expense
|
|
189.7
|
|
|
205.5
|
|
|
201.5
|
|
|
220.0
|
|
||||
Research and development expense
|
|
48.6
|
|
|
49.8
|
|
|
49.9
|
|
|
57.6
|
|
||||
Income (loss) before income taxes
|
|
20.2
|
|
|
26.9
|
|
|
22.7
|
|
|
(28.2
|
)
|
||||
(Provision for) benefit from income taxes
|
|
(7.9
|
)
|
|
(8.9
|
)
|
|
(4.3
|
)
|
|
7.6
|
|
||||
Net income (loss)
|
|
12.3
|
|
|
18.0
|
|
|
18.4
|
|
|
(20.6
|
)
|
||||
Basic earnings (loss) per share
|
|
$
|
0.42
|
|
|
$
|
0.61
|
|
|
$
|
0.63
|
|
|
$
|
(0.70
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.42
|
|
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
$
|
(0.70
|
)
|
Adjustments:
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
0.9
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
(4.7
|
)
|
||||
Gross profit
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
5.6
|
|
||||
Selling, general and administrative expense
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
(1.9
|
)
|
||||
Research and development expense
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(0.7
|
)
|
||||
Income before income taxes
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
||||
(Provision for) benefit from income taxes
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
4.6
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
12.8
|
|
||||
Basic earnings per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.43
|
|
Diluted earnings per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gross profit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Selling, general and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Research and development expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income (loss) before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Provision for) benefit from income taxes
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|
1.9
|
|
||||
Net income (loss)
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|
1.9
|
|
||||
Basic earnings (loss) per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.07
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.07
|
|
As revised:
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
500.1
|
|
|
$
|
504.7
|
|
|
$
|
534.1
|
|
|
$
|
621.3
|
|
Cost of goods sold
|
|
230.1
|
|
|
231.4
|
|
|
235.2
|
|
|
276.1
|
|
||||
Gross profit
|
|
270.0
|
|
|
273.3
|
|
|
298.9
|
|
|
345.2
|
|
||||
Selling, general and administrative expense
|
|
194.9
|
|
|
213.0
|
|
|
198.7
|
|
|
202.3
|
|
||||
Research and development expense
|
|
49.5
|
|
|
62.6
|
|
|
62.1
|
|
|
76.1
|
|
||||
Income before income taxes
|
|
20.1
|
|
|
1.1
|
|
|
30.7
|
|
|
45.9
|
|
||||
(Provision for) benefit from income taxes
|
|
(7.7
|
)
|
|
3.9
|
|
|
(8.6
|
)
|
|
36.8
|
|
||||
Net income
|
|
12.4
|
|
|
5.0
|
|
|
22.1
|
|
|
82.7
|
|
||||
Basic earnings per share
|
|
$
|
0.42
|
|
|
$
|
0.17
|
|
|
$
|
0.74
|
|
|
$
|
2.78
|
|
Diluted earnings per share
|
|
$
|
0.41
|
|
|
$
|
0.17
|
|
|
$
|
0.73
|
|
|
$
|
2.75
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
471.2
|
|
|
$
|
516.8
|
|
|
$
|
508.7
|
|
|
$
|
571.5
|
|
Cost of goods sold
|
|
207.2
|
|
|
236.6
|
|
|
229.2
|
|
|
257.1
|
|
||||
Gross profit
|
|
264.0
|
|
|
280.2
|
|
|
279.5
|
|
|
314.4
|
|
||||
Selling, general and administrative expense
|
|
189.7
|
|
|
205.5
|
|
|
201.5
|
|
|
220.0
|
|
||||
Research and development expense
|
|
48.6
|
|
|
49.8
|
|
|
49.9
|
|
|
57.6
|
|
||||
Income (loss) before income taxes
|
|
20.2
|
|
|
26.9
|
|
|
22.7
|
|
|
(28.2
|
)
|
||||
(Provision for) benefit from income taxes
|
|
(9.2
|
)
|
|
(10.3
|
)
|
|
(5.6
|
)
|
|
9.5
|
|
||||
Net income (loss)
|
|
11.0
|
|
|
16.6
|
|
|
17.1
|
|
|
(18.7
|
)
|
||||
Basic earnings (loss) per share
|
|
$
|
0.38
|
|
|
$
|
0.56
|
|
|
$
|
0.58
|
|
|
$
|
(0.63
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.37
|
|
|
$
|
0.56
|
|
|
$
|
0.58
|
|
|
$
|
(0.63
|
)
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(1)
|
Consists of the Bio-Rad Laboratories, Inc. 2007 Incentive Award Plan, the Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan, and the Bio-Rad Laboratories, Inc. 2011 Employee Stock Purchase Plan.
|
(2)
|
Consists of 1,771,794 shares available under the Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan and 721,712 shares available under the Bio-Rad Laboratories, Inc. 2011 Employee Stock Purchase Plan.
|
(3)
|
Excludes Restricted Stock Units.
|
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
||
|
|
|
(a)1
|
Index to Financial Statements – See Item 8 of Part II of this report “Financial Statements and
|
|
|
Supplementary Data" on page 44 for a list of financial statements.
|
|
|
|
|
2
|
Schedule II Valuation and Qualifying Accounts
|
|
|
|
|
All other financial statement schedules are omitted because they are not required or the required information is included in the consolidated financial statements or the notes thereto.
|
||
|
|
|
Balance at
Beginning
of Year
|
|
Additions
Charged to Costs
and Expenses
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
2017
|
|
$
|
23,367
|
|
|
$
|
11,174
|
|
|
$
|
(8,992
|
)
|
|
$
|
25,549
|
|
2016
|
|
$
|
24,418
|
|
|
$
|
3,785
|
|
|
$
|
(4,836
|
)
|
|
$
|
23,367
|
|
2015
|
|
$
|
27,973
|
|
|
$
|
8,783
|
|
|
$
|
(12,338
|
)
|
|
$
|
24,418
|
|
|
|
Balance at
Beginning
of Year
|
|
Additions Charged
(Credited) to Income
Tax Expense
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
2017
|
|
$
|
66,403
|
|
|
$
|
(47
|
)
|
|
$
|
—
|
|
|
$
|
66,356
|
|
2016
|
|
$
|
58,277
|
|
|
$
|
8,126
|
|
|
$
|
—
|
|
|
$
|
66,403
|
|
2015
|
|
$
|
58,615
|
|
|
$
|
(338
|
)
|
|
$
|
—
|
|
|
$
|
58,277
|
|
|
|
|
3.
|
Index to Exhibits
|
|
|
|
|
The exhibits listed below in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.
|
||
|
|
|
|
|
|
(7
|
)
|
Incorporated by reference to Exhibit 10.6 to Bio-Rad’s September 30, 1997 Form 10-Q filing, dated
|
|
November 13, 1997.
|
|
|
|
|
(8
|
)
|
Incorporated by reference to Exhibit 10.7 to Bio-Rad’s March 31, 2003 Form 10-Q filing, dated
|
|
May 13, 2003.
|
|
|
|
|
(9
|
)
|
Incorporated by reference to Exhibit 10.7.1 to Bio-Rad’s March 31, 2007 Form 10-Q filing, dated May 4, 2007.
|
|
|
|
(10
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s June 30, 2012 Form 10-Q filing, dated August 9, 2012.
|
|
|
|
(11
|
)
|
Incorporated by reference to Exhibit 4.1 to Bio-Rad’s Form S-8 filing, dated July 30, 2007.
|
|
|
|
(12
|
)
|
Incorporated by reference to Exhibit 10.8.1 to Bio-Rad’s September 30, 2009 Form 10-Q filing, dated November 4, 2009.
|
|
|
|
(13
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s March 31, 2014 Form 10-Q filing, dated May 8, 2014.
|
|
|
|
(14
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing, dated May 9, 2017
|
|
|
|
(15
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing, dated November 9, 2017
|
|
|
|
(16
|
)
|
Incorporated by reference to Exhibit 10.2 to Bio-Rad’s Form 10-Q filing, dated November 9, 2017
|
|
|
|
(17
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing, dated August 7, 2017.
|
|
|
|
(18
|
)
|
Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing, dated November 7, 2014.
|
|
|
|
(19
|
)
|
Incorporated by reference to the Exhibits to Bio-Rad’s Form 10-K filing for the fiscal year ended December 31, 2014.
|
BIO-RAD LABORATORIES, INC.
|
|
|
|
By:
|
/s/ Christine A. Tsingos
|
|
Christine A. Tsingos
|
|
Executive Vice President, Chief Financial Officer
|
|
|
Date:
|
April 13, 2018
|
|
|
|
Principal Executive Officer:
|
Chairman of the Board, President
|
|
/s/ Norman Schwartz
|
and Chief Executive Officer
|
April 13, 2018
|
(Norman Schwartz)
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
/s/ Christine A. Tsingos
|
Executive Vice President,
|
|
(Christine A. Tsingos)
|
Chief Financial Officer
|
April 13, 2018
|
|
|
|
Principal Accounting Officer:
|
|
|
/s/ James R. Stark
|
Vice President, Corporate Controller
|
April 13, 2018
|
(James R. Stark)
|
|
|
|
|
|
Other Directors:
|
|
|
/s/ Jeffrey L. Edwards
|
Director
|
April 13, 2018
|
(Jeffrey L. Edwards)
|
|
|
|
|
|
/s/ Gregory K. Hinckley
|
Director
|
April 13, 2018
|
(Gregory K. Hinckley)
|
|
|
|
|
|
/s/ Melinda Litherland
|
Director
|
April 13, 2018
|
(Melinda Litherland)
|
|
|
|
|
|
/s/ Arnold A. Pinkston
|
Director
|
April 13, 2018
|
(Arnold A. Pinkston)
|
|
|
|
|
|
/s/ Alice N. Schwartz
|
Director
|
April 13, 2018
|
(Alice N. Schwartz)
|
|
|
LISTING OF SUBSIDIARIES
|
||
|
|
|
|
|
JURISDICTION OF
|
SUBSIDIARY
|
|
ORGANIZATION
|
|
|
|
Bio-Rad Laboratories Pty Ltd
|
|
Australia
|
Bio-Rad Laboratories Ges.m.b.H.
|
|
Austria
|
DiaMed Österreich GmbH
|
|
Austria
|
Bio-Rad Laboratories NV
|
|
Belgium
|
Research Specialties for Laboratories NV
|
|
Belgium
|
DiaMed Benelux NV
|
|
Belgium
|
Bio-Rad Laboratórios Brasil Ltda.
|
|
Brazil
|
DiaMed Latino-América S.A.
|
|
Brazil
|
Bio-Metrics Properties Limited
|
|
California, USA
|
Bio-Rad Laboratories (Israel), Inc.
|
|
California, USA
|
Bio-Rad Pacific Limited
|
|
California, USA
|
Bio-Rad Laboratories (Canada) Limited
|
|
Canada
|
Bio-Rad Laboratories (Shanghai) Co., Ltd.
|
|
China
|
Bio-Rad (Shanghai) Life Science Research & Development Co., Ltd.
|
|
China
|
Wuxi BioCanal Nano Technology Co. Ltd.
|
|
China
|
BIO-RAD spol. s r.o.
|
|
Czech Republic
|
Bio-Rad Export LLC
|
|
Delaware, USA
|
Bio-Rad Holdings, LLC
|
|
Delaware, USA
|
Bio-Metrics, Limited
|
|
Delaware, USA
|
Bio-Rad QL, Inc.
|
|
Delaware, USA
|
GnuBIO Inc.
|
|
Delaware, USA
|
Raindance Techologies, Inc.
|
|
Delaware, USA
|
Bio-Rad Denmark ApS
|
|
Denmark
|
DiaMed Fennica Oy
|
|
Finland
|
Bio-Rad France Holding
|
|
France
|
Bio-Rad Innovations
|
|
France
|
Bio-Rad Laboratories SAS
|
|
France
|
Bio-Rad France
|
|
France
|
Bio-Rad
|
|
France
|
Bio-Rad Services France
|
|
France
|
DiaMed France SA
|
|
France
|
Bio-Rad 1
|
|
France
|
Bio-Rad Laboratories GmbH
|
|
Germany
|
Bio-Rad Germany Holding GmbH
|
|
Germany
|
DiaMed Diagnostika Deutschland GmbH
|
|
Germany
|
Bio-Rad Medical Diagnostics GmbH
|
|
Germany
|
Bio-Rad AbD Serotec GmbH
|
|
Germany
|
Bio-Rad Laboratories Logistik GmbH
|
|
Germany
|
|
|
|
LISTING OF SUBSIDIARIES- continued
|
||
|
|
|
|
|
JURISDICTION OF
|
SUBSIDIARY
|
|
ORGANIZATION
|
|
|
|
Bio-Rad Laboratories M.EPE
|
|
Greece
|
Bio-Rad China Ltd.
|
|
Hong Kong
|
Bio-Rad Hungary Trading LLC
|
|
Hungary
|
IMV Medical Information Division, Inc.
|
|
Illinois, USA
|
Bio-Rad Laboratories (India) Private Limited
|
|
India
|
Bio-Rad Haifa Ltd.
|
|
Israel
|
Bio-Rad Laboratories S.r.l.
|
|
Italy
|
Bio-Rad Laboratories K.K.
|
|
Japan
|
Bio-Rad Korea Ltd.
|
|
Korea
|
Bio-Rad Luxembourg S.à r.l.
|
|
Luxembourg
|
International Marketing Ventures, Ltd.
|
|
Maryland, USA
|
Bio-Rad, S.A.
|
|
Mexico
|
Bridger Technologies, Inc.
|
|
Montana, USA
|
Bio-Rad Laboratories B.V.
|
|
The Netherlands
|
Bio-Rad Norway AS
|
|
Norway
|
Bio-Rad Polska Sp. z o.o.
|
|
Poland
|
Bio-Rad Laboratories-Aparelhos e Reagentes para Laboratórios, Lda
|
|
Portugal
|
Bio-Rad Laboratorii OOO
|
|
Russia
|
Bio-Rad Laboratories (Singapore) Pte Ltd
|
|
Singapore
|
Bio-Rad Laboratories (Pty) Ltd
|
|
South Africa
|
Bio-Rad Laboratories, S.A.
|
|
Spain
|
Distribudora de Analítica para la Medicina Ibérica, S.A.U.
|
|
Spain
|
Bio-Rad Laboratories AB
|
|
Sweden
|
Bio-Rad Europe GmbH
|
|
Switzerland
|
Bio-Rad IHC Europe GmbH
|
|
Switzerland
|
DiaMed Holding GmbH
|
|
Switzerland
|
DiaMed (Schweiz) GmbH
|
|
Switzerland
|
DiaMed GmbH
|
|
Switzerland
|
Bio-Rad Laboratories AG
|
|
Switzerland
|
Bio-Rad Laboratories Ltd.
|
|
Thailand
|
DiaMed S.E.A. Limited
|
|
Thailand
|
Bio-Rad Middle East FZ-LLC
|
|
United Arab Emirates
|
Bio-Rad Laboratories Limited
|
|
United Kingdom
|
DiaMed (G.B.) Ltd
|
|
United Kingdom
|
Bio-Rad AbD Serotec Ltd
|
|
United Kingdom
|
Bio-Rad Services UK Limited
|
|
United Kingdom
|
Bio-Metrics (U.K.) Limited
|
|
United Kingdom
|
Raindance Technologies Limited
|
|
United Kingdom
|
Respiratory Diagnostics, Inc.
|
|
Washington, USA
|
1.
|
I have reviewed this annual report on Form 10-K of Bio-Rad Laboratories, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 13, 2018
|
|
/s/ Norman Schwartz
|
|
|
|
Norman Schwartz, Chairman of the Board, President and
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Bio-Rad Laboratories, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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April 13, 2018
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/s/ Christine A.Tsingos
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Christine A. Tsingos, Executive Vice President,
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Chief Financial Officer
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(1)
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the Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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April 13, 2018
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/s/ Norman Schwartz
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Norman Schwartz, Chairman of the Board, President and
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Chief Executive Officer
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(1)
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the Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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April 13, 2018
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/s/ Christine A. Tsingos
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Christine A. Tsingos, Executive Vice President,
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Chief Financial Officer
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