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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 December 31, 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
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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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 16.
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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 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 global 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, which 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 Flexar™ ultra-high performance liquid chromatography (UHPLC) and Flexar advanced liquid chromatography systems, which provide high throughput and resolution chromatographic separations.
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•
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The QSight® Triple Quad LC/MS/MS, 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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•
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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 PinAAcle
®
family of atomic absorption spectrometers, the Avio family of inductively coupled plasma (“ICP”) optical emission spectrometers and the NexION® family of ICP mass spectrometers, which 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 (IR) family of instruments, the Spectrum Two™ IR & NIR spectrometers, which are compact and portable and 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 are 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 measurement 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, 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, including our Differential Scanning Calorimetry (DSC) series that offers exclusive HyperDSC
™
capability for unparalleled sensitivity and new insights into material processes, our Thermogravimetric (TGA) 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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•
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Perten's Falling Number
™
and Glutomatic
™
instruments, which determine the bread baking quality of wheat and flour, and Perten's DA NIR bench and in process analyzer determine constituent content for use across the food segment from meat to animal feed.
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•
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The Delta™ range of milk quality analyzers, which 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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•
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The Bioo Scientific® test kits for detection of toxins, veterinary drug residues and contaminants, which enable rapid and easy testing at different steps in the food value chain.
|
•
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Phenoptics
™
quantitative pathology research solutions, which 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
™
, Vectra
®
3 or Vectra® Polaris™ multispectral imaging system and inForm® software, enabling visualization and analysis of complex cell interactions in ways that are difficult to achieve with other methods.
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•
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Radiometric detection solutions, including over 1,100 radiochemicals and the Tri-carb
®
and Quantulus
™
GCT families of liquid scintillation analyzers, Wizard
2®
Gamma counters and MicroBeta
2®
plate based LSA, which 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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•
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The Opera Phenix
®
high content screening system, which is used for sensitive and high speed phenotypic drug screening of complex cellular models.
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•
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The Operetta
®
CLS
™
high content analysis system, which 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 EnSight
®
multimode plate reader benchtop system, offering well plate imaging alongside labeled detection technologies for target-based and phenotypic assays.
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•
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The EnVision
®
multimode plate reader, designed for high-throughput screening laboratories, including those using AlphaScreen
®
, AlphaLISA
®
and/or AlphaPlex
®
technologies.
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•
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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, which 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 for 2D and 3D optical imaging, the FMT
®
series for 3D optical tomography 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 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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•
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The G8 PET/CT preclinical imaging system, delivering PET imaging with an intuitive user interface and efficient workflows, ensuring subject monitoring throughout preparation and imaging.
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•
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The
Quantum GX2, which enables in vivo imaging of multiple species across multiple disease areas by delivering industry leading high resolution imaging. Low dose scanning allows subjects to be imaged over time to evaluate disease progression while minimizing the harmful effects of radiation that could impact the biology of the animal.
With Quantum GX2
™
, data from the IVIS
®
and FMT
®
imaging platforms can be seamlessly co-registered with microCT to deliver more information on the disease state.
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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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•
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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 software, providing 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, providing 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 NexION® 1000 ICP-MS, providing exceptional speed, operational simplicity, and improved laboratory efficiency, designed for high-throughput testing labs running routine, multi-elemental, trace-level analyses to meet regulatory standards.
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The NexION® 2000, a versatile ICP-MS, offering powerful interference removal, high flexibility regardless of matrix, efficient analysis every time, and operational simplicity.
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•
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The Avio® 500, a simultaneous, vertical plasma dual view, and compact ICP-OES engineered to handle even the most difficult samples, delivering productivity, high performance, and fast return on investment.
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The Spectrum Two N™, a high-performance, yet robust and transportable FT-NIR system platform enabling simple, reliable NIR analyses, designed for labs that need to combine high-end performance with the ease-of-use features of a portable instrument.
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•
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The Clarus® 590 and 690 GC instruments, which include a wide-range flame ionization detector and high-performance capillary injector that enable superior sensitivity, capacity and throughput.
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•
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TurboMatrix™ MultiPrep auto samplers, providing expanded sample handling capabilities for a broad range of workflows, including multiple options for liquid injection, headspace and SPME on one system.
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•
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The QSight® LX50 UHPLC system, paired and seamlessly integrated with the QSight® triple quad LC/MS/MS, forming a complete system that delivers high sensitivity and specificity for demanding applications such as pesticide-residue and nutritional-component analysis.
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•
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The Vectra® Polaris™ automated quantitative pathology imaging system, which integrates multispectral imaging and automated slide scanning to better visualize, analyze, quantify, and phenotype immune cells in situ in FFPE tissue sections and TMAs.
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•
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The VICTOR Nivo™ multimode plate reader, a compact, lightweight, benchtop system, equipped with all popular detection modes, designed for life science research laboratories performing everyday biochemical and cell-based assays at relatively low-throughput, or assay development work, with diverse application requirements.
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•
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PerkinElmer Signals
TM
notebook, a scientific research data management solution, allowing researchers to record research data and experiments in digital notebooks, drag & drop, store, organize, share, find and filter data easily.
|
•
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ChemDraw® 17 chemical structure drawing and visualization application, which is now available on the cloud.
|
•
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PerkinElmer Signals Lead Discovery
TM
software, which enables researchers to quickly gain new insights into chemical and biomolecular research data, featuring guided search and analysis workflows and dynamic data visualizations for on-the-fly exploration.
|
•
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PerkinElmer Signals Medical Review
TM
software, empowering medical monitors to detect safety signals faster and reduce overall time to submission by combining innovative medical review workflow with advanced analytics.
|
•
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The IVIS® Lumina
TM
S5 and IVIS® Lumina
TM
X5, which allow researchers to explore molecular and anatomical aspects of disease simultaneously with high sensitivity 2D optical and high resolution X-ray (IVIS® Lumina
TM
X5) in vivo imaging for faster throughput. Improved imaging workflow solutions include unique animal handling accessories, subject recognition technology and radio frequency ID support increase speed, reproducibility and accuracy of data.
|
•
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The Quantum GX2, which enables high-resolution in vivo imaging of multiple species across many applications from bone to cardio-pulmonary to cancer research. Low dose scanning allows researchers to image subjects over time to evaluate disease progression while minimizing the harmful effects of radiation which could impact the biology of the animal.
|
•
|
OneSource
®
Insights as a Service
TM
, which leverages comprehensive OneSource® analytics and industry data to develop and deliver customer-need driven recommendations to optimize, integrate and accelerate lab operations.
|
•
|
OneSource
®
Asset Genius™ solution, which offers a 360° view of PC-driven laboratory instruments regardless of the manufacturer, correlating instrument usage, age and service data, allowing customers to visually pinpoint under-performing, ideally-performing and over-burdened assets, and to make informed decisions.
|
•
|
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.
|
•
|
The NeoGram
™
MS/MS AAAC in vitro diagnostic kit, which is used to support detection of metabolic disorders in newborns through tandem mass spectrometry.
|
•
|
The NeoBase
™
non-derivatized MS/MS kit, which analyzes newborn blood samples for measurement of amino acids and other metabolic analytes for specific diseases.
|
•
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The GSP
®
Neonatal hTSH, T4 17á-OHP, GALT IRT, BTD, PKU, Total Galactose and G6PD kits, used for screening congenital neonatal conditions from a drop of blood.
|
•
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The Specimen Gate
®
informatics data management solution, designed specifically for newborn screening laboratories.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
JANUS
®
BioTx
™
workstation for automated small scale purification, offering column, tip and plate based chromatography on a single platform.
|
•
|
The LabChip GXII
®
Touch
TM
platform, which provides a means of characterizing multiple protein product attributes for research labs through QC.
|
•
|
The explorer
®
automated workstation, which allows integration of multiple laboratory instrumentation using a centralized robotic interface, allowing high throughput and turnkey-application focused solutions.
|
•
|
NeoLSD
TM
MSMS kit, the first commercial IVD kit for screening of Pompe, MPS-I, Fabry, Gaucher, Niemann-Pick A/B and Krabbe disorders from a single DBS sample.
|
•
|
QSight
®
Triple Quad MSMS instrument which is used for newborn screening.
|
•
|
TRF based Anti HBs/HCV/TP kits for infectious disease testing.
|
•
|
The chemagic™ Prime™ instrument, a fully automated, LIMS-compatible solution for primary sample transfer, DNA and RNA isolation, optional normalization, and the setup of PCR and NGS applications.
|
•
|
Immune fluorescence testing (IFT), enzyme-linked immunosorbent assay (ELISA), chemiluminescence-based immunotesting, immunoblots, molecular microarrays, PCR, liquid handlers and software solutions.
|
•
|
Autoimmune testing covering rheumatology, hepatology, gastroenterology, endocrinology, neurology, nephrology, dermatology and infertility.
|
•
|
Infectious disease testing covering bacteria, viruses and parasites.
|
•
|
IFT, ELISA and EUROLINE
TM
for veterinary medical diagnostics.
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
|
|
|
|
|
||||||
Product revenue
|
$
|
941,328
|
|
|
$
|
934,098
|
|
|
$
|
968,034
|
|
Service revenue
|
637,131
|
|
|
578,886
|
|
|
560,385
|
|
|||
Total revenue
|
1,578,459
|
|
|
1,512,984
|
|
|
1,528,419
|
|
|||
Operating income from continuing operations
(1)
|
206,688
|
|
|
196,819
|
|
|
162,762
|
|
|||
Diagnostics
|
|
|
|
|
|
||||||
Product revenue
|
536,086
|
|
|
462,798
|
|
|
427,068
|
|
|||
Service revenue
|
142,437
|
|
|
139,735
|
|
|
149,336
|
|
|||
Total revenue
|
678,523
|
|
|
602,533
|
|
|
576,404
|
|
|||
Operating income from continuing operations
|
149,636
|
|
|
149,577
|
|
|
146,478
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)
|
(51,521
|
)
|
|
(63,330
|
)
|
|
(58,314
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,477,414
|
|
|
$
|
1,396,896
|
|
|
$
|
1,395,102
|
|
Service revenue
|
779,568
|
|
|
718,621
|
|
|
709,721
|
|
|||
Total revenue
|
2,256,982
|
|
|
2,115,517
|
|
|
2,104,823
|
|
|||
Operating income from continuing operations
|
304,803
|
|
|
283,066
|
|
|
250,926
|
|
|||
Interest and other expense, net
|
8,085
|
|
|
38,998
|
|
|
42,119
|
|
|||
Income from continuing operations before income taxes
|
$
|
296,718
|
|
|
$
|
244,068
|
|
|
$
|
208,807
|
|
(1)
|
Legal costs for a particular case in our Discovery & Analytical Solutions segment were
$2.7 million
for
fiscal year 2017
.
|
(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
gain
of
$2.1 million
in
fiscal year 2017
, a pre-tax
loss
of
$15.3 million
in
fiscal year 2016
, and pre-tax
loss
of
$12.4 million
in
fiscal year 2015
.
|
|
Depreciation and Amortization Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Discovery & Analytical Solutions
|
$
|
72,590
|
|
|
$
|
72,484
|
|
|
$
|
74,177
|
|
|
$
|
26,200
|
|
|
$
|
21,486
|
|
|
$
|
18,175
|
|
Diagnostics
|
31,204
|
|
|
25,339
|
|
|
29,728
|
|
|
11,262
|
|
|
8,556
|
|
|
6,854
|
|
||||||
Corporate
|
1,206
|
|
|
2,149
|
|
|
1,459
|
|
|
1,627
|
|
|
1,660
|
|
|
3,189
|
|
||||||
Continuing operations
|
$
|
105,000
|
|
|
$
|
99,972
|
|
|
$
|
105,364
|
|
|
$
|
39,089
|
|
|
$
|
31,702
|
|
|
$
|
28,218
|
|
Discontinued operations
|
$
|
929
|
|
|
$
|
6,266
|
|
|
$
|
6,643
|
|
|
$
|
182
|
|
|
$
|
1,302
|
|
|
$
|
1,414
|
|
|
Total Assets
|
||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
$
|
2,744,370
|
|
|
$
|
2,612,757
|
|
|
$
|
2,546,583
|
|
Diagnostics
|
3,314,804
|
|
|
1,505,381
|
|
|
1,459,854
|
|
|||
Corporate
|
32,289
|
|
|
31,171
|
|
|
28,497
|
|
|||
Current and long-term assets of discontinued operations
|
—
|
|
|
127,374
|
|
|
131,361
|
|
|||
Total assets
|
$
|
6,091,463
|
|
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
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,
|
•
|
contract termination and litigation costs,
|
•
|
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,
|
•
|
expanded enforcement of laws related to data protection and personal privacy,
|
•
|
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
|
|
|
1,669,941
|
|
|
1,774,961
|
|
Diagnostics
|
806,065
|
|
|
950,099
|
|
|
1,756,164
|
|
Corporate offices
|
—
|
|
|
120,309
|
|
|
120,309
|
|
Continuing operations
|
911,085
|
|
|
2,740,349
|
|
|
3,651,434
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Position
|
|
Age
|
Robert F. Friel
|
|
Chairman, Chief Executive Officer and President
|
|
62
|
Frank A. Wilson
|
|
Senior Vice President and Chief Financial Officer
|
|
59
|
Joel S. Goldberg
|
|
Senior Vice President, Administration, General Counsel and Secretary
|
|
49
|
James Corbett
|
|
Executive Vice President and President, Discovery & Analytical Solutions
|
|
55
|
Prahlad Singh
|
|
Senior Vice President and President, Diagnostics
|
|
53
|
Daniel R. Tereau
|
|
Senior Vice President, Strategy and Business Development
|
|
51
|
Deborah Butters
|
|
Senior Vice President, Chief Human Resources Officer
|
|
48
|
Tajinder Vohra
|
|
Senior Vice President, Global Operations
|
|
52
|
Andrew Okun
|
|
Vice President and Chief Accounting Officer
|
|
48
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2017 Fiscal Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
|
$58.06
|
|
|
|
$68.45
|
|
|
|
$69.94
|
|
|
|
$73.84
|
|
Low
|
51.57
|
|
|
56.95
|
|
|
62.95
|
|
|
69.36
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
Issuer Repurchases of Equity Securities
|
|||||||||||
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid Per
Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
|
Maximum Number of
Shares that May Yet
Be Purchased
Under the Plans or
Programs
|
|||||
October 2, 2017 - October 29, 2017
|
1,636
|
|
|
$
|
71.35
|
|
|
—
|
|
|
8,000,000
|
|
October 30, 2017 - November 26, 2017
|
3,219
|
|
|
71.19
|
|
|
—
|
|
|
8,000,000
|
|
|
November 27, 2017 - December 31, 2017
|
117
|
|
|
71.61
|
|
|
—
|
|
|
8,000,000
|
|
|
Activity for quarter ended December 31, 2017
|
4,972
|
|
|
$
|
71.25
|
|
|
—
|
|
|
8,000,000
|
|
(1)
|
Our Board has authorized us to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to our equity incentive plans. During the fourth quarter of
fiscal year 2017
, the Company repurchased
4,972
shares of common stock for this purpose at an aggregate cost of
$0.4 million
. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
|
(2)
|
On July 27, 2016, our Board authorized us to repurchase up to
8.0 million
shares of common stock under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on July 26, 2018 unless terminated earlier by our Board, and may be suspended or discontinued at any time. During the fourth quarter of
fiscal year 2017
, we had
no
stock repurchases under the Repurchase Program. As of
December 31, 2017
,
8.0 million
shares remained available for repurchase under the Repurchase Program.
|
|
2017 Fiscal Quarters
|
|
2017 Total
|
||||||||||||||||
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
|||||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
|
|
30-Dec-12
|
|
29-Dec-13
|
|
28-Dec-14
|
|
3-Jan-16
|
|
1-Jan-17
|
|
31-Dec-17
|
||||||||||||
PerkinElmer, Inc.
|
$
|
100.00
|
|
|
$
|
133.79
|
|
|
$
|
144.11
|
|
|
$
|
176.20
|
|
|
$
|
172.47
|
|
|
$
|
242.92
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
132.39
|
|
|
$
|
150.51
|
|
|
$
|
152.59
|
|
|
$
|
170.84
|
|
|
$
|
208.14
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
156.47
|
|
|
$
|
175.06
|
|
|
$
|
193.74
|
|
|
$
|
196.90
|
|
|
$
|
272.88
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,256,982
|
|
|
$
|
2,115,517
|
|
|
$
|
2,104,823
|
|
|
$
|
2,069,880
|
|
|
$
|
1,996,959
|
|
Operating income from continuing
operations
(1)(2)
|
304,803
|
|
|
283,066
|
|
|
250,926
|
|
|
165,007
|
|
|
180,791
|
|
|||||
Interest and other expense, net
(3)
|
8,085
|
|
|
38,998
|
|
|
42,119
|
|
|
41,139
|
|
|
64,110
|
|
|||||
Income from continuing operations before income taxes
|
296,718
|
|
|
244,068
|
|
|
208,807
|
|
|
123,868
|
|
|
116,681
|
|
|||||
Income from continuing operations, net of income taxes
(4)
|
156,890
|
|
|
215,706
|
|
|
188,785
|
|
|
130,139
|
|
|
142,206
|
|
|||||
Income from discontinued operations and dispositions, net of income taxes
(5)
|
135,743
|
|
|
18,593
|
|
|
23,640
|
|
|
27,639
|
|
|
25,006
|
|
|||||
Net income
|
$
|
292,633
|
|
|
$
|
234,299
|
|
|
$
|
212,425
|
|
|
$
|
157,778
|
|
|
$
|
167,212
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.43
|
|
|
$
|
1.97
|
|
|
$
|
1.68
|
|
|
$
|
1.16
|
|
|
$
|
1.27
|
|
Discontinued operations
|
1.24
|
|
|
0.17
|
|
|
0.21
|
|
|
0.25
|
|
|
0.22
|
|
|||||
Net income
|
$
|
2.67
|
|
|
$
|
2.14
|
|
|
$
|
1.89
|
|
|
$
|
1.40
|
|
|
$
|
1.49
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.42
|
|
|
$
|
1.96
|
|
|
$
|
1.67
|
|
|
$
|
1.14
|
|
|
$
|
1.25
|
|
Discontinued operations
|
1.22
|
|
|
0.17
|
|
|
0.21
|
|
|
0.24
|
|
|
0.22
|
|
|||||
Net income
|
$
|
2.64
|
|
|
$
|
2.12
|
|
|
$
|
1.87
|
|
|
$
|
1.39
|
|
|
$
|
1.47
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
109,857
|
|
|
109,478
|
|
|
112,507
|
|
|
112,593
|
|
|
112,254
|
|
|||||
Diluted:
|
110,859
|
|
|
110,313
|
|
|
113,315
|
|
|
113,739
|
|
|
113,503
|
|
|||||
Cash dividends declared per common share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
As of
|
||||||||||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,091,463
|
|
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
$
|
4,127,576
|
|
|
$
|
3,940,882
|
|
Short-term debt
|
217,306
|
|
|
1,172
|
|
|
1,123
|
|
|
1,075
|
|
|
2,624
|
|
|||||
Long-term debt
(3)(6)
|
1,788,803
|
|
|
1,045,254
|
|
|
1,011,762
|
|
|
1,045,393
|
|
|
926,274
|
|
|||||
Stockholders’ equity
(1)(7)
|
2,503,188
|
|
|
2,153,570
|
|
|
2,110,441
|
|
|
2,042,102
|
|
|
1,994,487
|
|
|||||
Common shares outstanding
(7)
|
110,361
|
|
|
109,617
|
|
|
112,034
|
|
|
112,481
|
|
|
112,626
|
|
(1)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans was a pre-tax
gain
of
$2.1 million
in
fiscal year 2017
, 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
and a pre-tax
income
of
$17.6 million
in fiscal year
2013
.
|
(2)
|
We recorded pre-tax restructuring and contract termination charges, net, of
$12.7 million
in
fiscal year 2017
,
$5.1 million
in
fiscal year 2016
,
$13.5 million
in
fiscal year 2015
,
$13.3 million
in fiscal year
2014
and
$33.5 million
in fiscal year
2013
.
|
(3)
|
In fiscal years
2017
,
2016
,
2015
,
2014
and
2013
, interest expense was
$43.9 million
,
$41.5 million
,
$38.0 million
,
$36.3 million
and
$49.9 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.
|
(4)
|
In
fiscal years 2017 and 2016
, provision for income tax on continuing operations was
$139.8 million
and
$28.4 million
, respectively. The higher provision for income taxes in
fiscal year 2017
compared to that of
fiscal year 2016
was primarily due to the
$106.5 million
discrete tax expense related to the Tax Cuts & Jobs Act of 2017. In
fiscal years 2015, 2014 and 2013
, tax expense (benefit) on continuing operations was
$20.0 million
,
$(6.3) million
and
$(25.5) million
, respectively. The tax expense in
fiscal year 2015
was primarily due to income in high tax rate jurisdictions, partially offset by losses in low tax rate jurisdictions and a tax benefit of
$6.4 million
related to discrete items. The benefit from income taxes in
fiscal year 2014
was primarily due losses in high 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 low 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 high tax rate jurisdictions, partially offset by provision for income taxes related to profits in low tax rate jurisdictions.
|
(5)
|
In May 2017, we completed the sale of our Medical Imaging business. We recorded a pre-tax gain of
$179.6 million
and income tax expense of
$43.1 million
in fiscal year 2017. We accounted for this business as discontinued operations beginning in 2016 and the financial information relating to fiscal years
2015
,
2014
and
2013
has been retrospectively adjusted to reflect the inclusion of this business in discontinued operations.
|
(6)
|
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.
|
(7)
|
In fiscal year
2017
, we did not repurchase any shares of our common stock under the existing stock repurchase program authorized by our Board on July 27, 2016. 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 originally announced in October 2014 that was terminated in July 2016 (the "October 2014 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 both the October 2014 Repurchase Program and a stock repurchase program originally announced in October 2012 that expired in October 2014 (the "October 2012 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 the October 2012 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 October 2012 Repurchase Program. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
|
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)
|
|
|
|
|
|||||||||||||||||||||
Q4 2017 Plan
|
29
|
|
|
$
|
255
|
|
|
$
|
1,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,935
|
|
|
Q1 FY2019
|
|
—
|
Q3 2017 Plan
|
27
|
|
|
1,021
|
|
|
1,321
|
|
|
—
|
|
|
—
|
|
|
2,342
|
|
|
Q4 FY2018
|
|
—
|
|||||
Q1 2017 Plan
|
90
|
|
|
1,631
|
|
|
5,000
|
|
|
33
|
|
|
33
|
|
|
6,697
|
|
|
Q2 FY2018
|
|
Q2 FY2018
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
—
|
|
|
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
|
|
2017 Charges and Changes in Estimates, Net
|
|
2017 Amounts Paid
|
|
Balance at December 31, 2017
|
||||||||||||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Q4 2017 Plan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,935
|
|
|
$
|
(16
|
)
|
|
$
|
1,919
|
|
Q3 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,342
|
|
|
(270
|
)
|
|
2,072
|
|
||||||||||
Q1 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,631
|
|
|
(4,133
|
)
|
|
2,498
|
|
||||||||||
Q3 2016 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
(612
|
)
|
|
1,208
|
|
|
(202
|
)
|
|
(1,006
|
)
|
|
—
|
|
||||||||||
Q2 2016 Plan
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
(3,231
|
)
|
|
1,436
|
|
|
(829
|
)
|
|
(607
|
)
|
|
—
|
|
||||||||||
Q4 2015 Plan
(2)
|
|
—
|
|
|
11,295
|
|
|
(925
|
)
|
|
10,370
|
|
|
(953
|
)
|
|
(8,198
|
)
|
|
1,219
|
|
|
(1,066
|
)
|
|
(153
|
)
|
|
—
|
|
||||||||||
Q2 2015 Plan
|
|
—
|
|
|
5,423
|
|
|
(4,322
|
)
|
|
1,101
|
|
|
(533
|
)
|
|
(370
|
)
|
|
198
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Q1 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
(33
|
)
|
|
33
|
|
||||||||||
Q4 2015 Plan
|
|
—
|
|
|
285
|
|
|
(26
|
)
|
|
259
|
|
|
—
|
|
|
(248
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Previous Plans
(3)
|
|
23,522
|
|
|
(3,539
|
)
|
|
(9,695
|
)
|
|
10,288
|
|
|
35
|
|
|
(3,971
|
)
|
|
6,352
|
|
|
727
|
|
|
(2,691
|
)
|
|
4,388
|
|
||||||||||
Restructuring
|
|
23,522
|
|
|
13,464
|
|
|
(14,968
|
)
|
|
22,018
|
|
|
5,036
|
|
|
(16,630
|
)
|
|
10,424
|
|
|
9,406
|
|
|
(8,909
|
)
|
|
10,921
|
|
||||||||||
Contract Termination
|
|
304
|
|
|
83
|
|
|
(255
|
)
|
|
132
|
|
|
88
|
|
|
(103
|
)
|
|
117
|
|
|
3,251
|
|
|
(320
|
)
|
|
3,048
|
|
||||||||||
Total Restructuring and Contract Termination
|
|
$
|
23,826
|
|
|
$
|
13,547
|
|
|
$
|
(15,223
|
)
|
|
$
|
22,150
|
|
|
$
|
5,124
|
|
|
$
|
(16,733
|
)
|
|
$
|
10,541
|
|
|
$
|
12,657
|
|
|
$
|
(9,229
|
)
|
|
$
|
13,969
|
|
(1)
|
During
fiscal year 2017
, we recognized pre-tax restructuring reversals of
$0.4 million
each in the Discovery & Analytical Solutions and Diagnostics segments, related to lower than expected costs associated with workforce reductions for the Q2 2016 Plan.
|
(2)
|
During
fiscal year 2017
, we recognized pre-tax restructuring reversals of
$0.5 million
each in the Discovery & Analytical Solutions and Diagnostics segments related, to lower than expected costs associated with workforce reductions for the Q4 2015 Plan.
|
(3)
|
During
fiscal year 2017
, we recognized pre-tax restructuring charges of
$0.3 million
in the Discovery & Analytical Solutions and
$0.4 million
in the Diagnostics segments related to change in lease assumptions partially offset by lower than expected costs associated with workforce reductions for the Previous Plans.
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(2,571
|
)
|
|
$
|
(702
|
)
|
|
$
|
(673
|
)
|
Interest expense
|
43,940
|
|
|
41,528
|
|
|
37,997
|
|
|||
Losses (gains) on disposition of businesses and assets, net
|
309
|
|
|
(5,562
|
)
|
|
—
|
|
|||
Other (income) expense, net
|
(33,593
|
)
|
|
3,734
|
|
|
4,795
|
|
|||
Total interest and other expense, net
|
$
|
8,085
|
|
|
$
|
38,998
|
|
|
$
|
42,119
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
|
|
(In thousands)
|
||||||||
Tax at statutory rate
|
$
|
103,851
|
|
|
$
|
85,424
|
|
|
$
|
73,082
|
|
Non-U.S. rate differential, net
|
(65,836
|
)
|
|
(52,648
|
)
|
|
(47,994
|
)
|
|||
U.S. taxation of multinational operations
|
5,408
|
|
|
6,941
|
|
|
1,732
|
|
|||
State income taxes, net
|
1,810
|
|
|
1,509
|
|
|
80
|
|
|||
Prior year tax matters
|
(7,955
|
)
|
|
(9,621
|
)
|
|
(6,387
|
)
|
|||
Federal tax credits
|
(8,249
|
)
|
|
(7,189
|
)
|
|
(2,096
|
)
|
|||
Change in valuation allowance
|
1,951
|
|
|
(2,755
|
)
|
|
2,593
|
|
|||
Non-deductible acquisition expense
|
—
|
|
|
5,701
|
|
|
—
|
|
|||
Impact of federal tax reform
|
106,538
|
|
|
—
|
|
|
—
|
|
|||
Others, net
|
2,310
|
|
|
1,000
|
|
|
(988
|
)
|
|||
Total
|
$
|
139,828
|
|
|
$
|
28,362
|
|
|
$
|
20,022
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
44,343
|
|
|
$
|
146,217
|
|
|
$
|
158,128
|
|
Cost of revenue
|
32,933
|
|
|
95,395
|
|
|
97,777
|
|
|||
Selling, general and administrative expenses
|
5,869
|
|
|
13,657
|
|
|
11,712
|
|
|||
Research and development expenses
|
4,891
|
|
|
14,368
|
|
|
13,391
|
|
|||
Restructuring and contract termination charges, net
|
—
|
|
|
568
|
|
|
43
|
|
|||
Income from discontinued operations before income taxes
|
$
|
650
|
|
|
$
|
22,229
|
|
|
$
|
35,205
|
|
•
|
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)
|
|
Sr. Unsecured
Term Loan
Credit Facility
|
|
5.0% Sr. Notes
Maturing
2021
(2)
|
|
1.875% Sr. Notes
Maturing
2026
(3)
|
|
Other Debt Facilities
(4)
|
|
Financing Lease Obligations
(5)
|
|
Employee
Benefit
Payments
(6)
|
|
Unrecognized
Tax Benefits
(7)
|
|
Total
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
2018
|
$
|
57,037
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
25,000
|
|
|
$
|
11,263
|
|
|
$
|
16,933
|
|
|
$
|
1,370
|
|
|
$
|
30,526
|
|
|
$
|
—
|
|
|
$
|
342,129
|
|
2019
|
37,157
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
11,263
|
|
|
13,575
|
|
|
1,532
|
|
|
31,192
|
|
|
—
|
|
|
119,719
|
|
||||||||||
2020
|
27,403
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
11,263
|
|
|
8,179
|
|
|
1,597
|
|
|
31,869
|
|
|
—
|
|
|
105,311
|
|
||||||||||
2021
|
21,952
|
|
|
625,000
|
|
|
—
|
|
|
521,772
|
|
|
11,263
|
|
|
9,533
|
|
|
1,664
|
|
|
32,738
|
|
|
—
|
|
|
1,223,922
|
|
||||||||||
2022
|
13,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,263
|
|
|
4,867
|
|
|
1,639
|
|
|
33,116
|
|
|
—
|
|
|
64,354
|
|
||||||||||
2023 and thereafter
|
59,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
640,585
|
|
|
9,958
|
|
|
28,109
|
|
|
170,411
|
|
|
—
|
|
|
908,693
|
|
||||||||||
Total
|
$
|
216,648
|
|
|
$
|
625,000
|
|
|
$
|
200,000
|
|
|
$
|
596,772
|
|
|
$
|
696,900
|
|
|
$
|
63,045
|
|
|
$
|
35,911
|
|
|
$
|
329,852
|
|
|
$
|
—
|
|
|
$
|
2,764,128
|
|
(1)
|
The credit facility borrowings carry variable interest rates. As of
December 31, 2017
, the senior unsecured revolving credit facility had a carrying value of
$621.7 million
.
|
(2)
|
The 2021 Notes include interest obligations. As of
December 31, 2017
, the 2021 Notes had a carrying value of
$496.6 million
.
|
(3)
|
The 2026 Notes include interest obligations. As of
December 31, 2017
, the 2026 Notes had a carrying value of
$591.7 million
.
|
(4)
|
The other debt facilities include interest obligations. As of
December 31, 2017
, the other debt facilities had a carrying value of
$60.2 million
.
|
(5)
|
The financing lease obligations do not include interest obligations.
|
(6)
|
Employee benefit payments only include obligations through fiscal year 2027.
|
(7)
|
We have excluded
$1.7 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
December 31, 2017 |
||||
|
Percentage Point Change
|
|
Non-U.S.
|
|
U.S.
|
||
Pension plans discount rate
|
+0.25
|
|
(10,965
|
)
|
|
(8,085
|
)
|
|
-0.25
|
|
11,622
|
|
|
8,460
|
|
Rate of return on pension plan assets
|
+1.00
|
|
(1,797
|
)
|
|
(2,534
|
)
|
|
-1.00
|
|
1,797
|
|
|
2,534
|
|
Postretirement medical plans discount rate
|
+0.25
|
|
N/A
|
|
100
|
|
|
|
-0.25
|
|
N/A
|
|
105
|
|
|
Rate of return on postretirement medical plan assets
|
+1.00
|
|
N/A
|
|
(174
|
)
|
|
|
-1.00
|
|
N/A
|
|
174
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplemental Data
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,477,414
|
|
|
$
|
1,396,896
|
|
|
$
|
1,395,102
|
|
Service revenue
|
779,568
|
|
|
718,621
|
|
|
709,721
|
|
|||
Total revenue
|
2,256,982
|
|
|
2,115,517
|
|
|
2,104,823
|
|
|||
Cost of product revenue
|
708,685
|
|
|
664,803
|
|
|
696,461
|
|
|||
Cost of service revenue
|
475,266
|
|
|
437,361
|
|
|
444,131
|
|
|||
Selling, general and administrative expenses
|
616,167
|
|
|
600,885
|
|
|
587,219
|
|
|||
Research and development expenses
|
139,404
|
|
|
124,278
|
|
|
112,539
|
|
|||
Restructuring and contract termination charges, net
|
12,657
|
|
|
5,124
|
|
|
13,547
|
|
|||
Operating income from continuing operations
|
304,803
|
|
|
283,066
|
|
|
250,926
|
|
|||
Interest and other expense, net
|
8,085
|
|
|
38,998
|
|
|
42,119
|
|
|||
Income from continuing operations before income taxes
|
296,718
|
|
|
244,068
|
|
|
208,807
|
|
|||
Provision for income taxes
|
139,828
|
|
|
28,362
|
|
|
20,022
|
|
|||
Income from continuing operations
|
156,890
|
|
|
215,706
|
|
|
188,785
|
|
|||
Income from discontinued operations before income taxes
|
650
|
|
|
22,229
|
|
|
35,205
|
|
|||
Gain (loss) on disposition of discontinued operations before income taxes
|
179,615
|
|
|
619
|
|
|
(28
|
)
|
|||
Provision for income taxes on discontinued operations and dispositions
|
44,522
|
|
|
4,255
|
|
|
11,537
|
|
|||
Income from discontinued operations and dispositions
|
135,743
|
|
|
18,593
|
|
|
23,640
|
|
|||
Net income
|
$
|
292,633
|
|
|
$
|
234,299
|
|
|
$
|
212,425
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.43
|
|
|
$
|
1.97
|
|
|
$
|
1.68
|
|
Income from discontinued operations and dispositions
|
1.24
|
|
|
0.17
|
|
|
0.21
|
|
|||
Net income
|
$
|
2.67
|
|
|
$
|
2.14
|
|
|
$
|
1.89
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.42
|
|
|
$
|
1.96
|
|
|
$
|
1.67
|
|
Income from discontinued operations and dispositions
|
1.22
|
|
|
0.17
|
|
|
0.21
|
|
|||
Net income
|
$
|
2.64
|
|
|
$
|
2.12
|
|
|
$
|
1.87
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
292,633
|
|
|
$
|
234,299
|
|
|
$
|
212,425
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
54,341
|
|
|
(54,077
|
)
|
|
(70,178
|
)
|
|||
Unrecognized prior service costs, net of tax
|
(77
|
)
|
|
(860
|
)
|
|
(316
|
)
|
|||
Unrealized gains (losses) on securities, net of tax
|
79
|
|
|
32
|
|
|
(262
|
)
|
|||
Other comprehensive income (loss)
|
54,343
|
|
|
(54,905
|
)
|
|
(70,756
|
)
|
|||
Comprehensive income
|
$
|
346,976
|
|
|
$
|
179,394
|
|
|
$
|
141,669
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands, except share
and per share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
202,134
|
|
|
$
|
359,265
|
|
Accounts receivable, net
|
552,304
|
|
|
425,588
|
|
||
Inventories
|
351,675
|
|
|
246,847
|
|
||
Other current assets
|
93,842
|
|
|
99,246
|
|
||
Current assets of discontinued operations
|
—
|
|
|
58,985
|
|
||
Total current assets
|
1,199,955
|
|
|
1,189,931
|
|
||
Property, plant and equipment, net
|
298,066
|
|
|
145,494
|
|
||
Intangible assets, net
|
1,346,940
|
|
|
420,224
|
|
||
Goodwill
|
3,002,198
|
|
|
2,247,966
|
|
||
Other assets, net
|
244,304
|
|
|
204,679
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
68,389
|
|
||
Total assets
|
$
|
6,091,463
|
|
|
$
|
4,276,683
|
|
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
217,306
|
|
|
$
|
1,172
|
|
Accounts payable
|
222,093
|
|
|
168,033
|
|
||
Accrued restructuring and contract termination charges
|
8,759
|
|
|
7,479
|
|
||
Accrued expenses and other current liabilities
|
500,642
|
|
|
399,700
|
|
||
Current liabilities of discontinued operations
|
2,102
|
|
|
26,971
|
|
||
Total current liabilities
|
950,902
|
|
|
603,355
|
|
||
Long-term debt
|
1,788,803
|
|
|
1,045,254
|
|
||
Long-term liabilities
|
848,570
|
|
|
459,544
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
14,960
|
|
||
Total liabilities
|
3,588,275
|
|
|
2,123,113
|
|
||
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 110,361,000 and 109,617,000 shares at December 31, 2017 and January 1, 2017, respectively
|
110,361
|
|
|
109,617
|
|
||
Capital in excess of par value
|
58,828
|
|
|
26,130
|
|
||
Retained earnings
|
2,380,517
|
|
|
2,118,684
|
|
||
Accumulated other comprehensive loss
|
(46,518
|
)
|
|
(100,861
|
)
|
||
Total stockholders’ equity
|
2,503,188
|
|
|
2,153,570
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,091,463
|
|
|
$
|
4,276,683
|
|
|
Common
Stock
Amount
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
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
|
—
|
|
|
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
|
|
Net income
|
—
|
|
|
—
|
|
|
292,633
|
|
|
—
|
|
|
292,633
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
54,343
|
|
|
54,343
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(30,800
|
)
|
|
—
|
|
|
(30,800
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
578
|
|
|
17,426
|
|
|
—
|
|
|
—
|
|
|
18,004
|
|
|||||
Issuance of common stock for employee stock purchase plans
|
37
|
|
|
2,430
|
|
|
—
|
|
|
—
|
|
|
2,467
|
|
|||||
Purchases of common stock
|
(79
|
)
|
|
(4,288
|
)
|
|
—
|
|
|
—
|
|
|
(4,367
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
208
|
|
|
12,145
|
|
|
—
|
|
|
—
|
|
|
12,353
|
|
|||||
Stock compensation
|
—
|
|
|
4,985
|
|
|
—
|
|
|
—
|
|
|
4,985
|
|
|||||
Balance, December 31, 2017
|
$
|
110,361
|
|
|
$
|
58,828
|
|
|
$
|
2,380,517
|
|
|
$
|
(46,518
|
)
|
|
$
|
2,503,188
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
292,633
|
|
|
$
|
234,299
|
|
|
$
|
212,425
|
|
Income from discontinued operations and dispositions, net of income taxes
|
(135,743
|
)
|
|
(18,593
|
)
|
|
(23,640
|
)
|
|||
Income from continuing operations
|
156,890
|
|
|
215,706
|
|
|
188,785
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
|
|
|
|
|
|
||||||
Restructuring and contract termination charges, net
|
12,657
|
|
|
5,124
|
|
|
13,547
|
|
|||
Depreciation and amortization
|
105,000
|
|
|
99,972
|
|
|
105,364
|
|
|||
Stock-based compensation
|
25,421
|
|
|
17,158
|
|
|
17,278
|
|
|||
Pension and other postretirement (benefits) expense
|
(10,439
|
)
|
|
14,511
|
|
|
9,381
|
|
|||
Change in fair value of contingent consideration
|
2,162
|
|
|
16,183
|
|
|
—
|
|
|||
Deferred taxes
|
28,854
|
|
|
(6,526
|
)
|
|
(6,571
|
)
|
|||
Contingencies and non-cash tax matters
|
182
|
|
|
(291
|
)
|
|
(5,342
|
)
|
|||
Amortization of deferred debt issuance costs and accretion of discounts
|
2,592
|
|
|
2,137
|
|
|
1,496
|
|
|||
Losses (gains) on disposition of businesses and assets, net
|
309
|
|
|
(5,562
|
)
|
|
—
|
|
|||
Amortization of acquired inventory revaluation
|
6,188
|
|
|
396
|
|
|
7,275
|
|
|||
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
|
(36,633
|
)
|
|
(18,960
|
)
|
|
4,061
|
|
|||
Inventories
|
(17,923
|
)
|
|
6,752
|
|
|
(27,931
|
)
|
|||
Accounts payable
|
34,331
|
|
|
30,716
|
|
|
(10,897
|
)
|
|||
Accrued expenses and other
|
(17,436
|
)
|
|
(53,540
|
)
|
|
(30,177
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
292,155
|
|
|
323,776
|
|
|
263,834
|
|
|||
Net cash (used in) provided by operating activities of discontinued operations
|
(3,702
|
)
|
|
26,839
|
|
|
23,264
|
|
|||
Net cash provided by operating activities
|
288,453
|
|
|
350,615
|
|
|
287,098
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(39,089
|
)
|
|
(31,702
|
)
|
|
(28,218
|
)
|
|||
Settlement of cash flow hedges
|
36,541
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
(10,783
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposition of businesses
|
1,100
|
|
|
21,000
|
|
|
—
|
|
|||
Changes in restricted cash balances
|
17,218
|
|
|
(16,959
|
)
|
|
59
|
|
|||
Proceeds from surrender of life insurance policies
|
45
|
|
|
44
|
|
|
757
|
|
|||
Activity related to acquisitions, net of cash and cash equivalents acquired
|
(1,527,183
|
)
|
|
(71,924
|
)
|
|
(72,040
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(1,522,151
|
)
|
|
(99,541
|
)
|
|
(99,442
|
)
|
|||
Net cash provided by (used in) investing activities of discontinued operations
|
272,779
|
|
|
(1,302
|
)
|
|
(1,414
|
)
|
|||
Net cash used in investing activities
|
(1,249,372
|
)
|
|
(100,843
|
)
|
|
(100,856
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payments on borrowings
|
(235,965
|
)
|
|
(902,507
|
)
|
|
(485,000
|
)
|
|||
Proceeds from borrowings
|
1,060,952
|
|
|
420,507
|
|
|
451,000
|
|
|||
Proceeds from sale of senior debt
|
—
|
|
|
546,190
|
|
|
—
|
|
|||
Payments of debt financing costs
|
—
|
|
|
(7,868
|
)
|
|
—
|
|
|||
Net payments on other credit facilities
|
(2,831
|
)
|
|
(1,096
|
)
|
|
(1,072
|
)
|
|||
Settlement of cash flow hedges
|
(13,824
|
)
|
|
(1,900
|
)
|
|
18,706
|
|
|||
Payments for acquisition-related contingent consideration
|
(8,940
|
)
|
|
(155
|
)
|
|
(103
|
)
|
|||
Excess tax benefit from exercise of common stock options
|
—
|
|
|
—
|
|
|
2,435
|
|
|||
Proceeds from issuance of common stock under stock plans
|
18,004
|
|
|
14,418
|
|
|
14,905
|
|
|||
Purchases of common stock
|
(3,834
|
)
|
|
(151,801
|
)
|
|
(76,439
|
)
|
|||
Dividends paid
|
(30,793
|
)
|
|
(30,799
|
)
|
|
(31,571
|
)
|
|||
Net cash provided by (used in) financing activities of continuing operations
|
782,769
|
|
|
(115,011
|
)
|
|
(107,139
|
)
|
|||
Net cash used in financing activities of discontinued operations
|
(533
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
782,236
|
|
|
(115,011
|
)
|
|
(107,139
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
21,552
|
|
|
(13,428
|
)
|
|
(15,992
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(157,131
|
)
|
|
121,333
|
|
|
63,111
|
|
|||
Cash and cash equivalents at beginning of year
|
359,265
|
|
|
237,932
|
|
|
174,821
|
|
|||
Cash and cash equivalents at end of year
|
$
|
202,134
|
|
|
$
|
359,265
|
|
|
$
|
237,932
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
35,780
|
|
|
$
|
30,718
|
|
|
$
|
31,741
|
|
Income taxes
|
$
|
77,607
|
|
|
$
|
43,549
|
|
|
$
|
49,275
|
|
Note 1:
|
Nature of Operations and Accounting Policies
|
Note 2:
|
Business Combinations
|
|
EUROIMMUN
|
|
2017 Other
|
||||
|
(In thousands)
|
||||||
Fair value of business combination:
|
|
|
|
||||
Cash payments
|
$
|
1,413,780
|
|
|
$
|
140,861
|
|
Other liability
|
—
|
|
|
1,273
|
|
||
Less: cash acquired
|
(25,018
|
)
|
|
(2,439
|
)
|
||
Total
|
$
|
1,388,762
|
|
|
$
|
139,695
|
|
Identifiable assets acquired and liabilities assumed:
|
|
|
|
||||
Current assets
|
$
|
121,174
|
|
|
$
|
16,268
|
|
Property, plant and equipment
|
129,964
|
|
|
11,356
|
|
||
Other assets
|
49,944
|
|
|
1,691
|
|
||
Identifiable intangible assets:
|
|
|
|
||||
Core technology
|
160,000
|
|
|
12,400
|
|
||
Trade names
|
36,000
|
|
|
3,000
|
|
||
Customer relationships
|
700,000
|
|
|
43,700
|
|
||
In-process research and development ("IPR&D")
|
1,400
|
|
|
—
|
|
||
Goodwill
|
614,759
|
|
|
75,453
|
|
||
Deferred taxes
|
(275,491
|
)
|
|
(15,414
|
)
|
||
Liabilities assumed
|
(87,631
|
)
|
|
(8,759
|
)
|
||
Debt assumed
|
(61,357
|
)
|
|
—
|
|
||
Total
|
$
|
1,388,762
|
|
|
$
|
139,695
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands, except per share data)
|
||||||
Pro Forma Statement of Operations Information (Unaudited):
|
|
|
|
||||
Revenue
|
$
|
2,562,580
|
|
|
$
|
2,379,176
|
|
Income from continuing operations
|
143,459
|
|
|
156,210
|
|
||
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.31
|
|
|
$
|
1.43
|
|
Diluted earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.29
|
|
|
$
|
1.42
|
|
|
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
|
$
|
7,153
|
|
Property, plant and equipment
|
7,542
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
6,600
|
|
|
Trade names
|
570
|
|
|
Customer relationships
|
14,900
|
|
|
Goodwill
|
43,072
|
|
|
Deferred taxes
|
(7,768
|
)
|
|
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
|
|
Note 3:
|
Disposition of Businesses and Assets
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Gain on disposition of the Medical Imaging business
|
$
|
179,615
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain (loss) on disposition of Technical Services business
|
—
|
|
|
1,753
|
|
|
(28
|
)
|
|||
Loss on disposition of Fluid Sciences Segment
|
—
|
|
|
(1,134
|
)
|
|
—
|
|
|||
Gain (loss) on disposition of discontinued operations before income taxes
|
$
|
179,615
|
|
|
$
|
619
|
|
|
$
|
(28
|
)
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
44,343
|
|
|
$
|
146,217
|
|
|
$
|
158,128
|
|
Cost of revenue
|
32,933
|
|
|
95,395
|
|
|
97,777
|
|
|||
Selling, general and administrative expenses
|
5,869
|
|
|
13,657
|
|
|
11,712
|
|
|||
Research and development expenses
|
4,891
|
|
|
14,368
|
|
|
13,391
|
|
|||
Restructuring and contract termination charges, net
|
—
|
|
|
568
|
|
|
43
|
|
|||
Income from discontinued operations before income taxes
|
$
|
650
|
|
|
$
|
22,229
|
|
|
$
|
35,205
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Current assets of discontinued operations:
|
|
|
|
||||
Accounts receivables
|
$
|
—
|
|
|
$
|
28,400
|
|
Inventories
|
—
|
|
|
26,977
|
|
||
Prepaid income taxes
|
—
|
|
|
425
|
|
||
Other current assets
|
—
|
|
|
3,183
|
|
||
Total current assets of discontinued operations
|
—
|
|
|
58,985
|
|
||
Property, plant and equipment
|
—
|
|
|
25,219
|
|
||
Intangible assets
|
—
|
|
|
3,292
|
|
||
Goodwill
|
—
|
|
|
38,794
|
|
||
Other assets, net
|
—
|
|
|
1,084
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
68,389
|
|
||
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
127,374
|
|
|
|
|
|
||||
Current liabilities of discontinued operations:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
16,770
|
|
Accrued restructuring and contract termination charges
|
—
|
|
|
209
|
|
||
Accrued expenses and other current liabilities
|
2,102
|
|
|
9,992
|
|
||
Total current liabilities of discontinued operations
|
2,102
|
|
|
26,971
|
|
||
Deferred income taxes
|
—
|
|
|
7,851
|
|
||
Long-term liabilities
|
—
|
|
|
7,109
|
|
||
Total long-term liabilities
|
—
|
|
|
14,960
|
|
||
Total liabilities of discontinued operations
|
$
|
2,102
|
|
|
$
|
41,931
|
|
|
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)
|
|
|
|
|
|||||||||||||||||||||
Q4 2017 Plan
|
29
|
|
|
$
|
255
|
|
|
$
|
1,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,935
|
|
|
Q1 FY2019
|
|
—
|
Q3 2017 Plan
|
27
|
|
|
1,021
|
|
|
1,321
|
|
|
—
|
|
|
—
|
|
|
2,342
|
|
|
Q4 FY2018
|
|
—
|
|||||
Q1 2017 Plan
|
90
|
|
|
1,631
|
|
|
5,000
|
|
|
33
|
|
|
33
|
|
|
6,697
|
|
|
Q2 FY2018
|
|
Q2 FY2018
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
—
|
|
|
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
|
|
2017 Charges and Changes in Estimates, Net
|
|
2017 Amounts Paid
|
|
Balance at December 31, 2017
|
||||||||||||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Severance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Q4 2017 Plan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,935
|
|
|
$
|
(16
|
)
|
|
$
|
1,919
|
|
Q3 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,342
|
|
|
(270
|
)
|
|
2,072
|
|
||||||||||
Q1 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,631
|
|
|
(4,133
|
)
|
|
2,498
|
|
||||||||||
Q3 2016 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
(612
|
)
|
|
1,208
|
|
|
(202
|
)
|
|
(1,006
|
)
|
|
—
|
|
||||||||||
Q2 2016 Plan
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
(3,231
|
)
|
|
1,436
|
|
|
(829
|
)
|
|
(607
|
)
|
|
—
|
|
||||||||||
Q4 2015 Plan
(2)
|
|
—
|
|
|
11,295
|
|
|
(925
|
)
|
|
10,370
|
|
|
(953
|
)
|
|
(8,198
|
)
|
|
1,219
|
|
|
(1,066
|
)
|
|
(153
|
)
|
|
—
|
|
||||||||||
Q2 2015 Plan
|
|
—
|
|
|
5,423
|
|
|
(4,322
|
)
|
|
1,101
|
|
|
(533
|
)
|
|
(370
|
)
|
|
198
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Q1 2017 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
(33
|
)
|
|
33
|
|
||||||||||
Q4 2015 Plan
|
|
—
|
|
|
285
|
|
|
(26
|
)
|
|
259
|
|
|
—
|
|
|
(248
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Previous Plans
(3)
|
|
23,522
|
|
|
(3,539
|
)
|
|
(9,695
|
)
|
|
10,288
|
|
|
35
|
|
|
(3,971
|
)
|
|
6,352
|
|
|
727
|
|
|
(2,691
|
)
|
|
4,388
|
|
||||||||||
Restructuring
|
|
23,522
|
|
|
13,464
|
|
|
(14,968
|
)
|
|
22,018
|
|
|
5,036
|
|
|
(16,630
|
)
|
|
10,424
|
|
|
9,406
|
|
|
(8,909
|
)
|
|
10,921
|
|
||||||||||
Contract Termination
|
|
304
|
|
|
83
|
|
|
(255
|
)
|
|
132
|
|
|
88
|
|
|
(103
|
)
|
|
117
|
|
|
3,251
|
|
|
(320
|
)
|
|
3,048
|
|
||||||||||
Total Restructuring and Contract Termination
|
|
$
|
23,826
|
|
|
$
|
13,547
|
|
|
$
|
(15,223
|
)
|
|
$
|
22,150
|
|
|
$
|
5,124
|
|
|
$
|
(16,733
|
)
|
|
$
|
10,541
|
|
|
$
|
12,657
|
|
|
$
|
(9,229
|
)
|
|
$
|
13,969
|
|
(1)
|
During
fiscal year 2017
, the Company recognized pre-tax restructuring reversals of
$0.4 million
each in the Discovery & Analytical Solutions and Diagnostics segments, related to lower than expected costs associated with workforce reductions for the Q2 2016 Plan.
|
(2)
|
During
fiscal year 2017
, the Company recognized pre-tax restructuring reversals of
$0.5 million
each in the Discovery & Analytical Solutions and Diagnostics segments related, to lower than expected costs associated with workforce reductions for the Q4 2015 Plan.
|
(3)
|
During
fiscal year 2017
, the Company recognized pre-tax restructuring charges of
$0.3 million
in the Discovery & Analytical Solutions and
$0.4 million
in the Diagnostics segments related to change in lease assumptions partially offset by lower than expected costs associated with workforce reductions for the Previous Plans.
|
Note 5:
|
Interest and Other Expense, Net
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
|
|
|
||||||||
Interest income
|
$
|
(2,571
|
)
|
|
$
|
(702
|
)
|
|
$
|
(673
|
)
|
Interest expense
|
43,940
|
|
|
41,528
|
|
|
37,997
|
|
|||
Losses (gains) on disposition of businesses and assets, net (see Note 3)
|
309
|
|
|
(5,562
|
)
|
|
—
|
|
|||
Other (income) expense, net
|
(33,593
|
)
|
|
3,734
|
|
|
4,795
|
|
|||
Total interest and other expense, net
|
$
|
8,085
|
|
|
$
|
38,998
|
|
|
$
|
42,119
|
|
Note 6:
|
Income Taxes
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
|
|
(In thousands)
|
||||||||
Unrecognized tax benefits, beginning of year
|
$
|
29,607
|
|
|
$
|
28,143
|
|
|
$
|
32,342
|
|
Gross increases—tax positions in prior periods
|
749
|
|
|
1,514
|
|
|
325
|
|
|||
Gross decreases—tax positions in prior periods
|
(828
|
)
|
|
(183
|
)
|
|
(2,305
|
)
|
|||
Gross increases—current-period tax positions
|
2,346
|
|
|
3,547
|
|
|
—
|
|
|||
Settlements
|
(324
|
)
|
|
—
|
|
|
(441
|
)
|
|||
Lapse of statute of limitations
|
(1,371
|
)
|
|
(4,109
|
)
|
|
(1,077
|
)
|
|||
Foreign currency translation adjustments
|
129
|
|
|
695
|
|
|
(701
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
30,308
|
|
|
$
|
29,607
|
|
|
$
|
28,143
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
|
|
(In thousands)
|
||||||||
U.S.
|
$
|
3,743
|
|
|
$
|
39,689
|
|
|
$
|
(21,510
|
)
|
Non-U.S.
|
292,975
|
|
|
204,379
|
|
|
230,317
|
|
|||
Total
|
$
|
296,718
|
|
|
$
|
244,068
|
|
|
$
|
208,807
|
|
|
Current Expense (Benefit)
|
|
Deferred Expense
(Benefit)
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended December 31, 2017
|
|
|
|
|
|
||||||
Federal
|
$
|
62,003
|
|
|
$
|
35,435
|
|
|
$
|
97,438
|
|
State
|
3,332
|
|
|
(792
|
)
|
|
2,540
|
|
|||
Non-U.S.
|
45,639
|
|
|
(5,789
|
)
|
|
39,850
|
|
|||
Total
|
$
|
110,974
|
|
|
$
|
28,854
|
|
|
$
|
139,828
|
|
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
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Continuing operations
|
$
|
139,828
|
|
|
$
|
28,362
|
|
|
$
|
20,022
|
|
Discontinued operations
|
44,522
|
|
|
4,255
|
|
|
11,537
|
|
|||
Total
|
$
|
184,350
|
|
|
$
|
32,617
|
|
|
$
|
31,559
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
|
|
(In thousands)
|
||||||||
Tax at statutory rate
|
$
|
103,851
|
|
|
$
|
85,424
|
|
|
$
|
73,082
|
|
Non-U.S. rate differential, net
|
(65,836
|
)
|
|
(52,648
|
)
|
|
(47,994
|
)
|
|||
U.S. taxation of multinational operations
|
5,408
|
|
|
6,941
|
|
|
1,732
|
|
|||
State income taxes, net
|
1,810
|
|
|
1,509
|
|
|
80
|
|
|||
Prior year tax matters
|
(7,955
|
)
|
|
(9,621
|
)
|
|
(6,387
|
)
|
|||
Federal tax credits
|
(8,249
|
)
|
|
(7,189
|
)
|
|
(2,096
|
)
|
|||
Change in valuation allowance
|
1,951
|
|
|
(2,755
|
)
|
|
2,593
|
|
|||
Non-deductible acquisition expense
|
—
|
|
|
5,701
|
|
|
—
|
|
|||
Impact of federal tax reform
|
106,538
|
|
|
—
|
|
|
—
|
|
|||
Others, net
|
2,310
|
|
|
1,000
|
|
|
(988
|
)
|
|||
Total
|
$
|
139,828
|
|
|
$
|
28,362
|
|
|
$
|
20,022
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory
|
$
|
6,376
|
|
|
$
|
10,994
|
|
Reserves and accruals
|
26,657
|
|
|
24,669
|
|
||
Accrued compensation
|
17,333
|
|
|
26,715
|
|
||
Net operating loss and credit carryforwards
|
88,503
|
|
|
113,415
|
|
||
Accrued pension
|
34,682
|
|
|
37,005
|
|
||
Restructuring reserve
|
2,586
|
|
|
1,954
|
|
||
Deferred revenue
|
28,478
|
|
|
38,113
|
|
||
Unrealized foreign exchange loss
|
10,910
|
|
|
—
|
|
||
All other, net
|
—
|
|
|
682
|
|
||
Total deferred tax assets
|
215,525
|
|
|
253,547
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Postretirement health benefits
|
(3,391
|
)
|
|
(4,785
|
)
|
||
Unrealized foreign exchange gain
|
—
|
|
|
(15,730
|
)
|
||
Depreciation and amortization
|
(392,293
|
)
|
|
(130,176
|
)
|
||
All other, net
|
(594
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(396,278
|
)
|
|
(150,691
|
)
|
||
Valuation allowance
|
(68,895
|
)
|
|
(65,640
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(249,648
|
)
|
|
$
|
37,216
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Other assets, net
|
$
|
67,280
|
|
|
$
|
85,312
|
|
Long-term liabilities
|
(316,928
|
)
|
|
(48,096
|
)
|
||
Total
|
$
|
(249,648
|
)
|
|
$
|
37,216
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
U.S.
|
$
|
44,974
|
|
|
$
|
52,604
|
|
Non-U.S.
|
(294,622
|
)
|
|
(15,388
|
)
|
||
Total
|
$
|
(249,648
|
)
|
|
$
|
37,216
|
|
Note 7:
|
Earnings Per Share
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|||
|
(In thousands)
|
|||||||
Number of common shares—basic
|
109,857
|
|
|
109,478
|
|
|
112,507
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
708
|
|
|
640
|
|
|
621
|
|
Restricted stock awards
|
294
|
|
|
195
|
|
|
187
|
|
Number of common shares—diluted
|
110,859
|
|
|
110,313
|
|
|
113,315
|
|
Number of potentially dilutive securities excluded from calculation due to antidilutive impact
|
287
|
|
|
458
|
|
|
607
|
|
Note 8:
|
Accounts Receivable, Net
|
Note 9:
|
Inventories
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
122,100
|
|
|
$
|
79,189
|
|
Work in progress
|
18,452
|
|
|
6,561
|
|
||
Finished goods
|
211,123
|
|
|
161,097
|
|
||
Total inventories
|
$
|
351,675
|
|
|
$
|
246,847
|
|
Note 10:
|
Property, Plant and Equipment, Net
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Land
|
$
|
5,624
|
|
|
$
|
4,250
|
|
Building and leasehold improvements
|
262,657
|
|
|
162,780
|
|
||
Machinery and equipment
|
362,638
|
|
|
260,873
|
|
||
Total property, plant and equipment
|
630,919
|
|
|
427,903
|
|
||
Accumulated depreciation
|
(332,853
|
)
|
|
(282,409
|
)
|
||
Total property, plant and equipment, net
|
$
|
298,066
|
|
|
$
|
145,494
|
|
Note 11:
|
Marketable Securities and Investments
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
2,208
|
|
|
$
|
1,678
|
|
Cost method investments
|
10,783
|
|
|
—
|
|
||
|
$
|
12,991
|
|
|
$
|
1,678
|
|
|
Market Value
|
|
Gross Unrealized Holding
|
||||||||||||
|
Cost
|
|
Gains
|
|
(Losses)
|
||||||||||
|
|
(In thousands)
|
|
|
|||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
811
|
|
|
$
|
1,161
|
|
|
$
|
—
|
|
|
$
|
(350
|
)
|
Fixed-income securities
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1,375
|
|
|
1,438
|
|
|
—
|
|
|
(63
|
)
|
||||
|
$
|
2,208
|
|
|
$
|
2,621
|
|
|
$
|
—
|
|
|
$
|
(413
|
)
|
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
|
)
|
Note 12:
|
Goodwill and Intangible Assets, Net
|
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Consolidated
|
||||||
|
|
|||||||||||
Balance at January 3, 2016
|
|
$
|
1,296,724
|
|
|
$
|
940,139
|
|
|
$
|
2,236,863
|
|
Foreign currency translation
|
|
(16,602
|
)
|
|
(11,873
|
)
|
|
(28,475
|
)
|
|||
Acquisitions, earnouts and other
|
|
23,814
|
|
|
15,764
|
|
|
39,578
|
|
|||
Balance at January 1, 2017
|
|
1,303,936
|
|
|
944,030
|
|
|
2,247,966
|
|
|||
Foreign currency translation
|
|
37,646
|
|
|
29,091
|
|
|
66,737
|
|
|||
Acquisitions, earnouts and other
|
|
2,653
|
|
|
684,842
|
|
|
687,495
|
|
|||
Balance at December 31, 2017
|
|
$
|
1,344,235
|
|
|
$
|
1,657,963
|
|
|
$
|
3,002,198
|
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Consolidated
|
||||||
|
|
||||||||||
Patents
|
$
|
28,048
|
|
|
$
|
11,911
|
|
|
$
|
39,959
|
|
Less: Accumulated amortization
|
(24,448
|
)
|
|
(10,637
|
)
|
|
(35,085
|
)
|
|||
Net patents
|
3,600
|
|
|
1,274
|
|
|
4,874
|
|
|||
Trade names and trademarks
|
29,950
|
|
|
51,024
|
|
|
80,974
|
|
|||
Less: Accumulated amortization
|
(20,022
|
)
|
|
(8,228
|
)
|
|
(28,250
|
)
|
|||
Net trade names and trademarks
|
9,928
|
|
|
42,796
|
|
|
52,724
|
|
|||
Licenses
|
43,061
|
|
|
10,239
|
|
|
53,300
|
|
|||
Less: Accumulated amortization
|
(34,620
|
)
|
|
(8,015
|
)
|
|
(42,635
|
)
|
|||
Net licenses
|
8,441
|
|
|
2,224
|
|
|
10,665
|
|
|||
Core technology
|
230,755
|
|
|
240,985
|
|
|
471,740
|
|
|||
Less: Accumulated amortization
|
(186,364
|
)
|
|
(58,552
|
)
|
|
(244,916
|
)
|
|||
Net core technology
|
44,391
|
|
|
182,433
|
|
|
226,824
|
|
|||
Customer relationships
|
233,573
|
|
|
907,938
|
|
|
1,141,511
|
|
|||
Less: Accumulated amortization
|
(116,696
|
)
|
|
(126,144
|
)
|
|
(242,840
|
)
|
|||
Net customer relationships
|
116,877
|
|
|
781,794
|
|
|
898,671
|
|
|||
IPR&D
|
5,569
|
|
|
82,456
|
|
|
88,025
|
|
|||
Less: Accumulated amortization
|
(4,059
|
)
|
|
(1,368
|
)
|
|
(5,427
|
)
|
|||
Net IPR&D
|
1,510
|
|
|
81,088
|
|
|
82,598
|
|
|||
Net amortizable intangible assets
|
184,747
|
|
|
1,091,609
|
|
|
1,276,356
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
70,584
|
|
|
—
|
|
|
70,584
|
|
|||
Total
|
$
|
255,331
|
|
|
$
|
1,091,609
|
|
|
$
|
1,346,940
|
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Consolidated
|
||||||
|
|
||||||||||
Patents
|
$
|
28,001
|
|
|
$
|
11,900
|
|
|
$
|
39,901
|
|
Less: Accumulated amortization
|
(22,852
|
)
|
|
(9,556
|
)
|
|
(32,408
|
)
|
|||
Net patents
|
5,149
|
|
|
2,344
|
|
|
7,493
|
|
|||
Trade names and trademarks
|
28,563
|
|
|
11,523
|
|
|
40,086
|
|
|||
Less: Accumulated amortization
|
(15,927
|
)
|
|
(8,090
|
)
|
|
(24,017
|
)
|
|||
Net trade names and trademarks
|
12,636
|
|
|
3,433
|
|
|
16,069
|
|
|||
Licenses
|
49,831
|
|
|
7,936
|
|
|
57,767
|
|
|||
Less: Accumulated amortization
|
(38,745
|
)
|
|
(7,762
|
)
|
|
(46,507
|
)
|
|||
Net licenses
|
11,086
|
|
|
174
|
|
|
11,260
|
|
|||
Core technology
|
233,291
|
|
|
70,896
|
|
|
304,187
|
|
|||
Less: Accumulated amortization
|
(184,340
|
)
|
|
(49,380
|
)
|
|
(233,720
|
)
|
|||
Net core technology
|
48,951
|
|
|
21,516
|
|
|
70,467
|
|
|||
Customer relationships
|
259,419
|
|
|
123,884
|
|
|
383,303
|
|
|||
Less: Accumulated amortization
|
(119,342
|
)
|
|
(93,720
|
)
|
|
(213,062
|
)
|
|||
Net customer relationships
|
140,077
|
|
|
30,164
|
|
|
170,241
|
|
|||
IPR&D
|
5,569
|
|
|
72,946
|
|
|
78,515
|
|
|||
Less: Accumulated amortization
|
(3,445
|
)
|
|
(960
|
)
|
|
(4,405
|
)
|
|||
Net IPR&D
|
2,124
|
|
|
71,986
|
|
|
74,110
|
|
|||
Net amortizable intangible assets
|
220,023
|
|
|
129,617
|
|
|
349,640
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
70,584
|
|
|
—
|
|
|
70,584
|
|
|||
Total
|
$
|
290,607
|
|
|
$
|
129,617
|
|
|
$
|
420,224
|
|
Note 13:
|
Debt
|
|
Sr. Unsecured
Revolving
Credit Facility
Maturing 2021
|
|
Sr. Unsecured
Term Loan Credit Facility
|
|
5.0% Sr. Notes
Maturing
2021
|
|
1.875% Sr. Notes
Maturing
2026
|
|
Other Debt Facilities
|
|
Financing Lease Obligations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
2018
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,015
|
|
|
$
|
1,370
|
|
|
$
|
217,385
|
|
2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,974
|
|
|
1,532
|
|
|
14,506
|
|
|||||||
2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,752
|
|
|
1,597
|
|
|
9,349
|
|
|||||||
2021
|
625,000
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
9,248
|
|
|
1,664
|
|
|
1,135,912
|
|
|||||||
2022
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,664
|
|
|
1,639
|
|
|
6,303
|
|
|||||||
2023 and thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
600,700
|
|
|
9,562
|
|
|
28,109
|
|
|
638,371
|
|
|||||||
Total before unamortized discount and debt issuance costs
|
625,000
|
|
|
200,000
|
|
|
500,000
|
|
|
600,700
|
|
|
60,215
|
|
|
35,911
|
|
|
2,021,826
|
|
|||||||
Unamortized discount and debt issuance costs
|
(3,339
|
)
|
|
—
|
|
|
(3,417
|
)
|
|
(8,961
|
)
|
|
—
|
|
|
—
|
|
|
(15,717
|
)
|
|||||||
Total
|
$
|
621,661
|
|
|
$
|
200,000
|
|
|
$
|
496,583
|
|
|
$
|
591,739
|
|
|
$
|
60,215
|
|
|
$
|
35,911
|
|
|
$
|
2,006,109
|
|
Note 14:
|
Accrued Expenses and Other Current Liabilities
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Payroll and incentives
|
$
|
66,955
|
|
|
$
|
61,474
|
|
Employee benefits
|
37,354
|
|
|
31,039
|
|
||
Deferred revenue
|
159,923
|
|
|
162,987
|
|
||
Federal, non-U.S. and state income taxes
|
10,800
|
|
|
8,189
|
|
||
Other accrued operating expenses
|
225,610
|
|
|
136,011
|
|
||
Total accrued expenses and other current liabilities
|
$
|
500,642
|
|
|
$
|
399,700
|
|
Note 15:
|
Employee Benefit Plans
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Service and administrative costs
|
$
|
4,951
|
|
|
$
|
4,337
|
|
|
$
|
4,332
|
|
Interest cost
|
16,707
|
|
|
18,638
|
|
|
20,696
|
|
|||
Expected return on plan assets
|
(26,401
|
)
|
|
(24,245
|
)
|
|
(26,021
|
)
|
|||
Curtailment gain
|
—
|
|
|
—
|
|
|
(907
|
)
|
|||
Actuarial (gain) loss
|
(7,085
|
)
|
|
15,890
|
|
|
12,953
|
|
|||
Amortization of prior service cost
|
(195
|
)
|
|
(210
|
)
|
|
(238
|
)
|
|||
Net periodic pension (credit) cost
|
$
|
(12,023
|
)
|
|
$
|
14,410
|
|
|
$
|
10,815
|
|
|
December 31, 2017
|
|
January 1, 2017
|
||||||||||||
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|||||||||
(In thousands)
|
|||||||||||||||
Actuarial present value of benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
334,151
|
|
|
$
|
308,713
|
|
|
$
|
271,127
|
|
|
$
|
300,650
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of year
|
$
|
279,522
|
|
|
$
|
300,650
|
|
|
$
|
276,960
|
|
|
$
|
301,416
|
|
Service and administrative costs
|
2,201
|
|
|
2,750
|
|
|
2,262
|
|
|
2,075
|
|
||||
Interest cost
|
4,870
|
|
|
11,836
|
|
|
6,205
|
|
|
12,433
|
|
||||
Benefits paid and plan expenses
|
(13,238
|
)
|
|
(20,032
|
)
|
|
(11,940
|
)
|
|
(19,424
|
)
|
||||
Participants’ contributions
|
189
|
|
|
—
|
|
|
209
|
|
|
—
|
|
||||
Business acquisition (divestiture)
|
39,293
|
|
|
—
|
|
|
(2,955
|
)
|
|
—
|
|
||||
Plan settlements
|
—
|
|
|
—
|
|
|
(993
|
)
|
|
—
|
|
||||
Actuarial (gain) loss
|
(1,486
|
)
|
|
13,509
|
|
|
38,623
|
|
|
4,150
|
|
||||
Effect of exchange rate changes
|
32,059
|
|
|
—
|
|
|
(28,849
|
)
|
|
—
|
|
||||
Projected benefit obligations at end of year
|
$
|
343,410
|
|
|
$
|
308,713
|
|
|
$
|
279,522
|
|
|
$
|
300,650
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
153,281
|
|
|
$
|
243,817
|
|
|
$
|
150,894
|
|
|
$
|
244,693
|
|
Actual return on plan assets
|
15,866
|
|
|
29,642
|
|
|
32,581
|
|
|
18,548
|
|
||||
Benefits paid and plan expenses
|
(13,238
|
)
|
|
(20,032
|
)
|
|
(11,940
|
)
|
|
(19,424
|
)
|
||||
Employer’s contributions
|
8,422
|
|
|
—
|
|
|
9,562
|
|
|
—
|
|
||||
Participants’ contributions
|
189
|
|
|
—
|
|
|
209
|
|
|
—
|
|
||||
Plan settlements
|
—
|
|
|
—
|
|
|
(993
|
)
|
|
—
|
|
||||
Effect of exchange rate changes
|
15,216
|
|
|
—
|
|
|
(27,032
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
179,736
|
|
|
$
|
253,427
|
|
|
$
|
153,281
|
|
|
$
|
243,817
|
|
Net liabilities recognized in the consolidated balance sheets
|
$
|
(163,674
|
)
|
|
$
|
(55,286
|
)
|
|
$
|
(126,241
|
)
|
|
$
|
(56,833
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
26,591
|
|
|
$
|
—
|
|
|
$
|
12,944
|
|
|
$
|
—
|
|
Current liabilities
|
(7,017
|
)
|
|
—
|
|
|
(6,033
|
)
|
|
—
|
|
||||
Noncurrent liabilities
|
(183,248
|
)
|
|
(55,286
|
)
|
|
(133,152
|
)
|
|
(56,833
|
)
|
||||
Net liabilities recognized in the consolidated balance sheets
|
$
|
(163,674
|
)
|
|
$
|
(55,286
|
)
|
|
$
|
(126,241
|
)
|
|
$
|
(56,833
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
$
|
(457
|
)
|
|
$
|
—
|
|
|
$
|
(603
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1.99
|
%
|
|
3.56
|
%
|
|
2.06
|
%
|
|
4.06
|
%
|
||||
Rate of compensation increase
|
3.50
|
%
|
|
None
|
|
|
3.64
|
%
|
|
None
|
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||||||
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Discount rate
|
2.06
|
%
|
|
4.06
|
%
|
|
2.88
|
%
|
|
4.25
|
%
|
|
2.75
|
%
|
|
4.08
|
%
|
Rate of compensation increase
|
3.64
|
%
|
|
None
|
|
|
3.26
|
%
|
|
None
|
|
|
3.28
|
%
|
|
None
|
|
Expected rate of return on assets
|
6.00
|
%
|
|
7.25
|
%
|
|
5.30
|
%
|
|
7.25
|
%
|
|
4.60
|
%
|
|
7.25
|
%
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Projected benefit obligations
|
$
|
190,265
|
|
|
$
|
139,185
|
|
Fair value of plan assets
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Accumulated benefit obligations
|
$
|
187,329
|
|
|
$
|
136,197
|
|
Fair value of plan assets
|
—
|
|
|
—
|
|
|
Target Allocation
|
|
Percentage of Plan Assets at
|
||||||||||||||
|
December 30, 2018
|
|
December 31, 2017
|
|
January 1, 2017
|
||||||||||||
Asset Category
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Equity securities
|
45-55%
|
|
|
40-50%
|
|
|
51
|
%
|
|
41
|
%
|
|
48
|
%
|
|
41
|
%
|
Debt securities
|
45-55%
|
|
|
50-60%
|
|
|
49
|
%
|
|
59
|
%
|
|
51
|
%
|
|
59
|
%
|
Other
|
0-5%
|
|
|
0-5%
|
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value Measurements at January 1, 2017 Using:
|
||||||||||||
Total Carrying
Value at January 1, 2017 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
6,079
|
|
|
$
|
6,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
25,523
|
|
|
25,523
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
28,267
|
|
|
28,267
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
1,756
|
|
|
1,756
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
12,144
|
|
|
12,144
|
|
|
—
|
|
|
—
|
|
||||
Equity index funds
|
74,274
|
|
|
—
|
|
|
74,274
|
|
|
—
|
|
||||
Domestic real estate funds
|
1,401
|
|
|
1,401
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
6,854
|
|
|
6,854
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Treasury Securities
|
22,059
|
|
|
—
|
|
|
22,059
|
|
|
—
|
|
||||
Corporate and U.S. debt instruments
|
133,406
|
|
|
35,971
|
|
|
97,435
|
|
|
—
|
|
||||
Corporate bonds
|
23,906
|
|
|
—
|
|
|
23,906
|
|
|
—
|
|
||||
High yield bond funds
|
5,636
|
|
|
5,636
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
23,790
|
|
|
—
|
|
|
—
|
|
|
23,790
|
|
||||
Non-U.S. government index linked bonds
|
32,003
|
|
|
—
|
|
|
32,003
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
397,098
|
|
|
$
|
123,631
|
|
|
$
|
249,677
|
|
|
$
|
23,790
|
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3):
|
||||||||||
Venture
Capital
Funds
|
|
Multi-strategy
Hedge
Funds
|
|
Total
|
|||||||
(In thousands)
|
|||||||||||
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
|
|
|||
Sales
|
—
|
|
|
(8,189
|
)
|
|
(8,189
|
)
|
|||
Realized gains
|
—
|
|
|
1,542
|
|
|
1,542
|
|
|||
Unrealized losses
|
—
|
|
|
(354
|
)
|
|
(354
|
)
|
|||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
16,789
|
|
|
$
|
16,789
|
|
|
Non-U.S.
|
|
U.S.
|
||||
|
(In thousands)
|
||||||
2018
|
$
|
11,786
|
|
|
$
|
18,593
|
|
2019
|
12,166
|
|
|
18,860
|
|
||
2020
|
12,566
|
|
|
19,125
|
|
||
2021
|
13,151
|
|
|
19,392
|
|
||
2022
|
13,275
|
|
|
19,630
|
|
||
2023-2026
|
71,963
|
|
|
97,295
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
92
|
|
|
$
|
101
|
|
|
$
|
108
|
|
Interest cost
|
125
|
|
|
142
|
|
|
143
|
|
|||
Expected return on plan assets
|
(1,114
|
)
|
|
(1,035
|
)
|
|
(1,062
|
)
|
|||
Actuarial (gain) loss
|
(741
|
)
|
|
(539
|
)
|
|
971
|
|
|||
Net periodic postretirement medical benefit (credit) cost
|
$
|
(1,638
|
)
|
|
$
|
(1,331
|
)
|
|
$
|
160
|
|
|
December 31,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Actuarial present value of benefit obligations:
|
|
|
|
||||
Retirees
|
$
|
804
|
|
|
$
|
907
|
|
Active employees eligible to retire
|
379
|
|
|
423
|
|
||
Other active employees
|
1,948
|
|
|
2,031
|
|
||
Accumulated benefit obligations at beginning of year
|
3,131
|
|
|
3,361
|
|
||
Service cost
|
92
|
|
|
101
|
|
||
Interest cost
|
125
|
|
|
142
|
|
||
Benefits paid
|
(122
|
)
|
|
(145
|
)
|
||
Actuarial loss (gain)
|
187
|
|
|
(329
|
)
|
||
Change in accumulated benefit obligations during the year
|
282
|
|
|
(231
|
)
|
||
Retirees
|
688
|
|
|
804
|
|
||
Active employees eligible to retire
|
408
|
|
|
379
|
|
||
Other active employees
|
2,317
|
|
|
1,948
|
|
||
Accumulated benefit obligations at end of year
|
$
|
3,413
|
|
|
$
|
3,131
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
15,453
|
|
|
$
|
14,353
|
|
Actual return on plan assets
|
1,921
|
|
|
1,100
|
|
||
Fair value of plan assets at end of year
|
$
|
17,374
|
|
|
$
|
15,453
|
|
Net assets recognized in the consolidated balance sheets
|
$
|
13,961
|
|
|
$
|
12,322
|
|
|
|
|
|
||||
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Noncurrent assets
|
$
|
13,961
|
|
|
$
|
12,322
|
|
|
|
|
|
||||
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
||||
Discount rate
|
3.60
|
%
|
|
4.11
|
%
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|||
Discount rate
|
4.11
|
%
|
|
4.34
|
%
|
|
4.10
|
%
|
Expected rate of return on assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
|
|
Fair Value Measurements at January 1, 2017 Using:
|
||||||||||||
Total Carrying
Value at January 1, 2017 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
319
|
|
|
$
|
319
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
1,618
|
|
|
1,618
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
1,792
|
|
|
1,792
|
|
|
—
|
|
|
—
|
|
||||
U.S. small mid-cap
|
111
|
|
|
111
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
770
|
|
|
770
|
|
|
—
|
|
|
—
|
|
||||
Domestic real estate funds
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
434
|
|
|
434
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt instruments
|
8,456
|
|
|
2,280
|
|
|
6,176
|
|
|
—
|
|
||||
High yield bond funds
|
356
|
|
|
356
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
1,508
|
|
|
—
|
|
|
—
|
|
|
1,508
|
|
||||
Total assets measured at fair value
|
$
|
15,453
|
|
|
$
|
7,769
|
|
|
$
|
6,176
|
|
|
$
|
1,508
|
|
|
Fair Value
Measurements
Using
Significant
Unobservable
Inputs
(Level 3):
|
||
Multi-strategy
Hedge
Funds
|
|||
(In thousands)
|
|||
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
|
|
|
Sales
|
(562
|
)
|
|
Realized gains
|
229
|
|
|
Unrealized losses
|
(24
|
)
|
|
Balance at December 31, 2017
|
$
|
1,151
|
|
Postretirement Medical Plan
|
|
||
|
(In thousands)
|
||
2018
|
$
|
147
|
|
2019
|
166
|
|
|
2020
|
178
|
|
|
2021
|
195
|
|
|
2022
|
211
|
|
|
2023-2026
|
1,153
|
|
Note 16:
|
Contingencies
|
Note 17:
|
Warranty Reserves
|
|
(In thousands)
|
||
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
|
|
|
Provision charged to income
|
13,700
|
|
|
Payments
|
(14,245
|
)
|
|
Adjustments to previously provided warranties, net
|
(815
|
)
|
|
Foreign currency translation and acquisitions
|
1,398
|
|
|
Balance at December 31, 2017
|
$
|
9,050
|
|
Note 18:
|
Stock Plans
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Cost of product and service revenue
|
$
|
1,254
|
|
|
$
|
1,031
|
|
|
$
|
1,272
|
|
Research and development expenses
|
1,389
|
|
|
902
|
|
|
526
|
|
|||
Selling, general and administrative expenses
|
22,778
|
|
|
15,225
|
|
|
15,480
|
|
|||
Total stock-based compensation expense
|
$
|
25,421
|
|
|
$
|
17,158
|
|
|
$
|
17,278
|
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|||
Risk-free interest rate
|
2.0
|
%
|
|
1.7
|
%
|
|
1.3
|
%
|
Expected dividend yield
|
0.4
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
Expected lives
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
Expected stock volatility
|
22.4
|
%
|
|
25.2
|
%
|
|
26.5
|
%
|
|
December 31, 2017
|
|||||
|
Number
of
Shares
|
|
Weighted-
Average Exercise
Price
|
|||
|
(Shares in thousands)
|
|||||
Outstanding at beginning of year
|
2,287
|
|
|
$
|
37.64
|
|
Granted
|
464
|
|
|
53.94
|
|
|
Exercised
|
(578
|
)
|
|
31.16
|
|
|
Forfeited
|
(19
|
)
|
|
50.86
|
|
|
Outstanding at end of year
|
2,154
|
|
|
$
|
42.77
|
|
Exercisable at end of year
|
1,229
|
|
|
$
|
37.79
|
|
|
December 31, 2017
|
|||||
|
Number
of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|||
|
(Shares in thousands)
|
|||||
Nonvested at beginning of year
|
521
|
|
|
$
|
46.48
|
|
Granted
|
231
|
|
|
54.75
|
|
|
Vested
|
(229
|
)
|
|
46.11
|
|
|
Forfeited
|
(27
|
)
|
|
50.12
|
|
|
Nonvested at end of year
|
496
|
|
|
$
|
50.30
|
|
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 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
|
)
|
||||
Current year change
|
54,341
|
|
|
(77
|
)
|
|
79
|
|
|
54,343
|
|
||||
Balance, December 31, 2017
|
$
|
(46,582
|
)
|
|
$
|
322
|
|
|
$
|
(258
|
)
|
|
$
|
(46,518
|
)
|
Note 20:
|
Derivatives and Hedging Activities
|
Note 21:
|
Fair Value Measurements
|
|
(In thousands)
|
||
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
|
)
|
|
Additions
|
—
|
|
|
Amounts paid and foreign currency translation
|
34
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
(2,161
|
)
|
|
Balance at December 31, 2017
|
$
|
(65,328
|
)
|
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.
|
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
|
|
|
|
|
||||||
Product revenue
|
$
|
941,328
|
|
|
$
|
934,098
|
|
|
$
|
968,034
|
|
Service revenue
|
637,131
|
|
|
578,886
|
|
|
560,385
|
|
|||
Total revenue
|
1,578,459
|
|
|
1,512,984
|
|
|
1,528,419
|
|
|||
Operating income from continuing operations
(1)
|
206,688
|
|
|
196,819
|
|
|
162,762
|
|
|||
Diagnostics
|
|
|
|
|
|
||||||
Product revenue
|
536,086
|
|
|
462,798
|
|
|
427,068
|
|
|||
Service revenue
|
142,437
|
|
|
139,735
|
|
|
149,336
|
|
|||
Total revenue
|
678,523
|
|
|
602,533
|
|
|
576,404
|
|
|||
Operating income from continuing operations
|
149,636
|
|
|
149,577
|
|
|
146,478
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)
|
(51,521
|
)
|
|
(63,330
|
)
|
|
(58,314
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
1,477,414
|
|
|
1,396,896
|
|
|
1,395,102
|
|
|||
Service revenue
|
779,568
|
|
|
718,621
|
|
|
709,721
|
|
|||
Total revenue
|
2,256,982
|
|
|
2,115,517
|
|
|
2,104,823
|
|
|||
Operating income from continuing operations
|
304,803
|
|
|
283,066
|
|
|
250,926
|
|
|||
Interest and other expense, net (see Note 5)
|
8,085
|
|
|
38,998
|
|
|
42,119
|
|
|||
Income from continuing operations before income taxes
|
$
|
296,718
|
|
|
$
|
244,068
|
|
|
$
|
208,807
|
|
(1)
|
Legal costs for a particular case in the Discovery & Analytical Solutions segment were
$2.7 million
for
fiscal year 2017
.
|
(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
gain
of
$2.1 million
in
fiscal year 2017
, a pre-tax
loss
of
$15.3 million
in
fiscal year 2016
, and pre-tax
loss
of
$12.4 million
in
fiscal year 2015
.
|
|
Depreciation and Amortization Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Discovery & Analytical Solutions
|
$
|
72,590
|
|
|
$
|
72,484
|
|
|
$
|
74,177
|
|
|
$
|
26,200
|
|
|
$
|
21,486
|
|
|
$
|
18,175
|
|
Diagnostics
|
31,204
|
|
|
25,339
|
|
|
29,728
|
|
|
11,262
|
|
|
8,556
|
|
|
6,854
|
|
||||||
Corporate
|
1,206
|
|
|
2,149
|
|
|
1,459
|
|
|
1,627
|
|
|
1,660
|
|
|
3,189
|
|
||||||
Continuing operations
|
$
|
105,000
|
|
|
$
|
99,972
|
|
|
$
|
105,364
|
|
|
$
|
39,089
|
|
|
$
|
31,702
|
|
|
$
|
28,218
|
|
Discontinued operations
|
$
|
929
|
|
|
$
|
6,266
|
|
|
$
|
6,643
|
|
|
$
|
182
|
|
|
$
|
1,302
|
|
|
$
|
1,414
|
|
|
Total Assets
|
||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
Discovery & Analytical Solutions
|
$
|
2,744,370
|
|
|
$
|
2,612,757
|
|
|
$
|
2,546,583
|
|
Diagnostics
|
3,314,804
|
|
|
1,505,381
|
|
|
1,459,854
|
|
|||
Corporate
|
32,289
|
|
|
31,171
|
|
|
28,497
|
|
|||
Current and long-term assets of discontinued operations
|
—
|
|
|
127,374
|
|
|
131,361
|
|
|||
Total assets
|
$
|
6,091,463
|
|
|
$
|
4,276,683
|
|
|
$
|
4,166,295
|
|
|
Revenue
|
||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
837,018
|
|
|
$
|
842,364
|
|
|
$
|
854,336
|
|
International:
|
|
|
|
|
|
||||||
China
|
374,931
|
|
|
336,728
|
|
|
296,908
|
|
|||
United Kingdom
|
65,164
|
|
|
65,904
|
|
|
69,081
|
|
|||
Germany
|
91,669
|
|
|
89,839
|
|
|
86,632
|
|
|||
India
|
84,812
|
|
|
43,891
|
|
|
40,239
|
|
|||
Italy
|
77,477
|
|
|
70,948
|
|
|
71,225
|
|
|||
France
|
80,153
|
|
|
71,104
|
|
|
70,665
|
|
|||
Japan
|
76,322
|
|
|
65,980
|
|
|
69,381
|
|
|||
Other international
|
569,436
|
|
|
528,759
|
|
|
546,356
|
|
|||
Total international
|
1,419,964
|
|
|
1,273,153
|
|
|
1,250,487
|
|
|||
Total sales
|
$
|
2,256,982
|
|
|
$
|
2,115,517
|
|
|
$
|
2,104,823
|
|
|
Net Long-Lived Assets
|
||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
210,116
|
|
|
$
|
182,186
|
|
|
$
|
165,827
|
|
International:
|
|
|
|
|
|
||||||
Germany
|
88,249
|
|
|
1,292
|
|
|
1,187
|
|
|||
China
|
64,815
|
|
|
36,458
|
|
|
34,494
|
|
|||
United Kingdom
|
28,028
|
|
|
14,638
|
|
|
14,244
|
|
|||
India
|
14,820
|
|
|
2,020
|
|
|
1,508
|
|
|||
Finland
|
14,764
|
|
|
12,295
|
|
|
12,203
|
|
|||
Italy
|
10,334
|
|
|
3,398
|
|
|
2,958
|
|
|||
Singapore
|
9,240
|
|
|
6,820
|
|
|
7,679
|
|
|||
Brazil
|
7,963
|
|
|
1,452
|
|
|
1,225
|
|
|||
Netherlands
|
4,281
|
|
|
4,162
|
|
|
3,835
|
|
|||
Sweden
|
3,869
|
|
|
2,645
|
|
|
1,247
|
|
|||
Other international
|
19,565
|
|
|
7,684
|
|
|
6,619
|
|
|||
Total international
|
265,928
|
|
|
92,864
|
|
|
87,199
|
|
|||
Total net long-lived assets
|
$
|
476,044
|
|
|
$
|
275,050
|
|
|
$
|
253,026
|
|
Note 24:
|
Quarterly Financial Information (Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
(1)
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
514,115
|
|
|
$
|
546,962
|
|
|
$
|
554,275
|
|
|
$
|
641,630
|
|
|
$
|
2,256,982
|
|
Gross profit
|
239,611
|
|
|
257,503
|
|
|
268,822
|
|
|
307,095
|
|
|
1,073,031
|
|
|||||
Restructuring and contract termination charges, net
|
9,651
|
|
|
—
|
|
|
3,269
|
|
|
(263
|
)
|
|
12,657
|
|
|||||
Operating income from continuing operations
|
51,579
|
|
|
75,997
|
|
|
79,807
|
|
|
97,420
|
|
|
304,803
|
|
|||||
Income from continuing operations before income taxes
|
39,983
|
|
|
70,792
|
|
|
105,054
|
|
|
80,889
|
|
|
296,718
|
|
|||||
Income (loss) from continuing operations
|
36,062
|
|
|
62,726
|
|
|
96,546
|
|
|
(38,444
|
)
|
|
156,890
|
|
|||||
Income (loss) from discontinued operations and dispositions
|
2,541
|
|
|
141,343
|
|
|
(5,468
|
)
|
|
(2,673
|
)
|
|
135,743
|
|
|||||
Net income (loss)
|
38,603
|
|
|
204,069
|
|
|
91,078
|
|
|
(41,117
|
)
|
|
292,633
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.33
|
|
|
$
|
0.57
|
|
|
$
|
0.88
|
|
|
$
|
(0.35
|
)
|
|
$
|
1.43
|
|
Income (loss) from discontinued operations and dispositions
|
0.02
|
|
|
1.29
|
|
|
(0.05
|
)
|
|
(0.02
|
)
|
|
1.24
|
|
|||||
Net income (loss)
|
0.35
|
|
|
1.86
|
|
|
0.83
|
|
|
(0.37
|
)
|
|
2.67
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.33
|
|
|
$
|
0.57
|
|
|
$
|
0.87
|
|
|
$
|
(0.35
|
)
|
|
$
|
1.42
|
|
Income (loss) from discontinued operations and dispositions
|
0.02
|
|
|
1.28
|
|
|
(0.05
|
)
|
|
(0.02
|
)
|
|
1.22
|
|
|||||
Net income (loss)
|
0.35
|
|
|
1.84
|
|
|
0.82
|
|
|
(0.37
|
)
|
|
2.64
|
|
|||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 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
|
|
(1)
|
The fourth quarter of
fiscal year 2017
includes a pre-tax
gain
of
$2.1 million
as a result of the mark-to-market adjustment on postretirement benefit plans. 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. 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
|
•
|
Added new controls related to gathering the information and evaluating the analyses used in the development of disclosures required before the standard's effective date.
|
•
|
Added controls that address risks associated with the five-step model for recording revenue, including the revision of our contract review controls.
|
•
|
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.
|
•
|
Added new controls related to gathering the information and evaluating the analyses used in the development of disclosures required before the standard's effective date.
|
•
|
Added controls that address risks associated with the five-step model for recording revenue, including the revision of our contract review controls.
|
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)
|
|
|
|||
|
|
|
|||
2.2
|
|
|
|||
|
|
|
|||
2.3
(1)
|
|
|
|||
|
|
|
|||
2.4
(1)
|
|
|
|||
|
|
|
|||
2.5
(1)
|
|
|
|||
|
|
|
|||
3.1
|
|
|
|||
|
|
|
|||
3.2
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Title
|
|||
4.1
|
|
|
|||
|
|
|
|||
4.2
|
|
|
|||
|
|
|
|||
4.3
|
|
|
|||
|
|
|
|||
4.4
|
|
|
|||
|
|
|
|||
4.5
|
|
|
|||
|
|
|
|||
4.6
|
|
|
|||
|
|
|
|||
10.1
|
|
|
|||
|
|
|
|||
10.2
|
|
|
|||
|
|
|
|||
10.3
|
|
|
|||
|
|
|
|||
10.4*
|
|
Employment Contracts:
|
|||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
Executive Officer
|
Date
|
||
|
|
Joel S. Goldberg
Frank A. Wilson |
December 3, 2010
December 21, 2010 |
|
|
|
|
|
Exhibit No.
|
|
Exhibit Title
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
|
|||
10.5*
|
|
|
|||
|
|
|
|||
10.6*
|
|
|
|||
|
|
|
|||
10.7*
|
|
|
|||
|
|
|
|||
10.8*
|
|
|
|||
|
|
|
|||
10.9*
|
|
|
|||
|
|
|
|||
10.10*
|
|
|
|||
|
|
|
|||
10.11*
|
|
|
|||
|
|
|
|||
10.12*
|
|
||||
|
|
|
|||
10.13*
|
|
||||
|
|
|
|||
10.14*
|
|
||||
|
|
|
|||
10.15*
|
|
||||
|
|
|
|||
10.16*
|
|
||||
|
|
|
|||
10.17*
|
|
||||
|
|
|
Exhibit No.
|
|
Exhibit Title
|
|||
10.18*
|
|
||||
|
|
|
|||
10.19*
|
|
||||
|
|
|
|||
10.20*
|
|
||||
|
|
|
|||
10.21*
|
|
||||
|
|
|
|||
10.22*
|
|
||||
|
|
|
|||
10.23*
|
|
||||
|
|
|
|||
10.24*
|
|
||||
|
|
|
|||
10.25*
|
|
||||
|
|
|
|||
10.26*
|
|
||||
|
|
|
|||
10.27*
|
|
||||
|
|
|
|||
12.1
|
|
||||
|
|
|
|||
21
|
|
||||
|
|
|
|||
23
|
|
||||
|
|
|
|||
31.1
|
|
||||
|
|
|
|||
31.2
|
|
||||
|
|
|
|||
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 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
|
|
|||||
Year ended December 31, 2017
|
|
29,212
|
|
|
2,038
|
|
|
(1,900
|
)
|
|
1,931
|
|
|
31,281
|
|
(1)
|
Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.
|
Item 16.
|
Form 10-K Summary
|
|
Signature
|
|
PERKINELMER, INC.
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 27, 2018
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 27, 2018
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 27, 2018
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 27, 2018
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 27, 2018
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 27, 2018
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ P
ETER
B
ARRETT
|
|
Director
|
|
February 27, 2018
|
|
Peter Barrett
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ S
AMUEL
R. C
HAPIN
|
|
Director
|
|
February 27, 2018
|
|
Samuel R. Chapin
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ S
YLVIE
G
RÉGOIRE, PharmD
|
|
Director
|
|
February 27, 2018
|
|
Sylvie Grégoire, PharmD
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ N
ICHOLAS
A. L
OPARDO
|
|
Director
|
|
February 27, 2018
|
|
Nicholas A. Lopardo
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ A
LEXIS
P. M
ICHAS
|
|
Director
|
|
February 27, 2018
|
|
Alexis P. Michas
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ P
ATRICK
J. S
ULLIVAN
|
|
Director
|
|
February 27, 2018
|
|
Patrick J. Sullivan
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
RANK
W
ITNEY, PhD
|
|
Director
|
|
February 27, 2018
|
|
Frank Witney, PhD
|
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ P
ASCALE
W
ITZ
|
|
Director
|
|
February 27, 2018
|
|
Pascale Witz
|
|
|
|
|
1.
|
PREAMBLE
|
(A)
|
Seller and Purchaser entered into a share sale and transfer agreement pertaining to the shares in EUROIMMUN Medizinische Labordiagnostika AG with its registered business address at Seekamp 31, 23560 Lübeck, Germany, a German stock corporation registered in the commercial register of the Local Court of Lübeck under HRB 2330 HL ("
Company
") on 16 June 2017 ("
SPA
").
|
(B)
|
The Parties intend to assign the SPA from the Purchaser to the Assignee.
|
(C)
|
The Parties further intend to change Sections 5.2 and 8.1 of the SPA and to insert a new Section 5.4 into the SPA.
|
2.
|
DEFINITIONS
|
3.
|
ASSIGNMENT OF THE SPA
|
3.1
|
The Purchaser herewith assigns the SPA as well as its rights, obligations and liabilities under the SPA to the Assignee pursuant to Section 11.4 of the SPA. The Seller herewith consents to such assignment.
|
3.2
|
The Assignee herewith replaces the Purchaser as party to the SPA with retroactive effect.
|
3.3
|
For clarity, it shall be deemed as if the Assignee had been party to the SPA from the signing of the SPA instead of the Purchaser, and it shall be deemed as if the Purchaser had never been party to the SPA.
|
3.4
|
For further clarity, all references in the SPA to the "Purchaser" shall mean the Assignee.
|
4.
|
PLACE OF CLOSING
|
5.
|
AMENDMENT OF THE SPA
|
5.1
|
Section 5.2 of the SPA shall be replaced by the following provisions:
|
"5.2
|
On the Scheduled Closing Date, the Parties shall initiate and thereafter complete the following actions or, with regard to Sections 5.2(f), 5.2(g), 5.2(k) and 5.2(l), fulfill the conditions precedent
(aufschiebende Bedingungen)
(collectively "
Closing Events
") in the following order:
|
(a)
|
If this has not already occurred, the Parties and HSBC Bank PLC ("
Escrow Agent
") shall execute an escrow agreement establishing an escrow account for the Purchase Price ("
Escrow Account
") substantially in the form of
Annex 5.2(a)
.
|
(b)
|
If this has not already occurred, the Purchaser shall pay the Purchase Price into the Escrow Account.
|
(c)
|
The Parties shall instruct the Escrow Agent to make the payments set out in
Annex 6.3
(in the aggregate "
Third Party Amount
") to all holders of liens and other encumbrances on the Seller Shares as set forth on
Annex 6.3
to fully extinguish all liens and other encumbrances on any Seller Shares.
|
(d)
|
The Seller shall hand over to the Purchaser original copies of the confirmations copies of which are attached as
Annex 5.2(d)
from all holders of liens and other encumbrances on the Seller Shares that, subject to the payment of the appropriate portion of the Third Party Amount, such liens and other encumbrances have been fully extinguished.
|
(e)
|
The Parties shall instruct the Escrow Agent to pay (i) the portion of the Purchase Price which is the consideration for the Seller Shares minus EUR 100,000,000 (one hundred million Euros) ("
Escrow Amount
") and minus the Third Party Amount to the Seller and (ii) the portion of the Purchase Price which is the consideration for the Option Shares to Prof. Dr. Stöcker, both as set forth on
Annex 5.2(e)
.
|
(f)
|
Subject to the condition precedent
(unter der aufschiebenden Bedingung)
of the payments set forth in Section 5.2(c) and Section 5.2(e)(i), the Seller herewith sells the Seller Shares to the Purchaser including all ancillary rights
(Nebenrechte)
appertaining thereto, including the right to the profits
(Gewinnbezugsrecht)
for the current financial year of the Company as well as to profits for previous financial years of the Company which have not yet been distributed to the shareholders of the Company as of the Signing Date, provided that the Company may make a dividend distribution to its shareholders for the financial year 2016 up to an amount of approximately EUR 4,000,000 (four million Euros) ("
2016 Dividend Distribution
"), and the Purchaser herewith accepts such sale.
|
(g)
|
Subject to the condition precedent
(unter der aufschiebenden Bedingung)
of the payments set forth in Section 5.2(c) and Section 5.2(e)(i), the Seller herewith transfers
(überträgt)
the Seller Shares (including all ancillary rights
(Nebenrechte)
as described in Section 5.2(f)) to the Purchaser, and the Purchaser herewith accepts such transfer.
|
(h)
|
Prof. Dr. Stöcker shall procure that the Purchaser is recorded as the new owner of the Seller Shares in the share register of the Company.
|
(i)
|
After the Closing Events set out in Sections 5.2(c) and 5.2(e) have occurred and the sale and transfer of the Seller Shares to the Purchaser have become effective according to Sections 5.2(f) and 5.2(g)), Prof. Dr. Stöcker shall (i) exercise the options under all Option Agreements entered into by Prof. Dr. Stöcker by sending to the shareholders of the Company which have signed Option Agreements ("
Option Shareholders
") exercise declarations substantially in the form of
Annex 5.2(i)
and thereby transfer all Option Shares from the Option Shareholders to himself and (ii) initiate the payment of the purchase prices owed by him to the Option Shareholders under the Option Agreements to the Option Shareholders.
|
(j)
|
Prof. Dr. Stöcker shall procure that he is recorded as the new owner of the Option Shares in the share register of the Company.
|
(k)
|
With respect to each Option Share subject to the conditions precedent
(unter der aufschiebenden Bedingung)
of (i) the payments set forth in Section 5.2(e) and (ii) the exercise of the option under the respective Option Agreement by Prof. Dr. Stöcker for such Option Share as set out in Section 5.2(i), Prof. Dr. Stöcker herewith sells the Option Shares to the Purchaser including all ancillary rights
(Nebenrechte)
appertaining thereto, including the right to the profits
(Gewinnbezugsrecht)
for the current financial year of the Company as well as to profits for previous financial years of the Company which have not yet been distributed to the shareholders of the Company as of the Signing Date, provided that the Company may make the 2016 Dividend Distribution to its shareholders, and the Purchaser herewith accepts such sale.
|
(l)
|
With respect to each Option Share subject to the conditions precedent
(unter der aufschiebenden Bedingung)
of (i) the payments set forth in Section 5.2(e) and (ii) the exercise of the option under the respective Option Agreement by Prof. Dr. Stöcker for such Option Share as set out in Section 5.2(i), Prof. Dr. Stöcker herewith transfers
(überträgt)
the Option Shares (including all ancillary rights
(Nebenrechte)
as described in Section 5.2(k)) to the Purchaser, and the Purchaser herewith accepts such transfer.
|
(m)
|
Prof. Dr. Stöcker shall procure that the Purchaser is recorded as the new owner of the Option Shares in the share register of the Company.
|
(n)
|
The Parties are of the opinion that the sale and transfer of the Salable Shares to the Purchaser contemplated by this Agreement does not trigger value added tax. The Seller undertakes not to opt to treat the sale and transfer of the Salable Shares as being subject to value added tax."
|
5.2
|
A new Section 5.4 shall be added to the SPA which reads as follows:
|
"5.4
|
After the Closing, the Seller shall use its best efforts to obtain a confirmation by email or regular mail from each Option Shareholder that such Option Shareholder has received the purchase price for his Option Shares and the exercise declaration and approves content of the exercise declaration."
|
5.3
|
The third sentence of Section 8.1 of the SPA shall be replaced by the following sentence: "In addition, subject to the condition precedent
(unter der aufschiebenden Bedingung)
of the payment of the portion of the Purchase Price which is the consideration for the Option Shares to Prof. Dr. Stöcker as set forth on
Annex 5.2(e)
, the Seller herewith assigns to the Purchaser all warranty claims under the Option Agreements."
|
6.
|
ANNEXES TO THE SPA
|
6.1
|
The Annexes mentioned in Section 5 of this Amendment shall be the following documents:
|
6.2
|
Annex 5.3 to the SPA (form of Closing Memorandum) shall be replaced by
Annex 5.3
to this Amendment.
|
7.
|
OTHER PROVISIONS OF THE SPA
|
8.
|
MISCELLANEOUS
|
8.1
|
Should individual terms of this Amendment be or become invalid or unenforceable or should this Amendment contain gaps, this shall not affect the validity of the remaining terms of this Amendment. In place of the invalid, unenforceable or missing term, such valid term which the Parties would reasonably have agreed, had they been aware at the conclusion of this Amendment that the relevant term was invalid, unenforceable or missing, shall be deemed to have been agreed.
|
8.2
|
This Amendment shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) without regard to the conflicts of laws provisions thereof.
|
8.3
|
All disputes under or in connection with this Amendment or its validity shall be finally settled according to the arbitration rules of the German Institution of Arbitration e.V.
(Deutsche Institution für Schiedsgerichtsbarkeit)
without recourse to the ordinary courts of law. The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the abovementioned arbitration rules. The language of the arbitral proceedings shall be English. The place of arbitration shall be Hamburg, Germany.
|
8.4
|
All Annexes to this Amendment form an integral part of this Amendment and any amendment or supplementation of this Amendment, including of this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarization) is required under applicable law.
|
8.5
|
Each Party shall bear the costs and fees of its own advisors, in particular the costs and fees of its legal advisors in connection with this Amendment.
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
December 31,
2017 |
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
|
December 29,
2013 |
||||||||||
|
(In thousands, except for ratio)
|
||||||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt premiums and discounts on all indebtedness
|
$
|
41,142
|
|
|
$
|
38,616
|
|
|
$
|
35,010
|
|
|
$
|
33,097
|
|
|
$
|
44,066
|
|
Interest on rental expense
|
10,800
|
|
|
10,400
|
|
|
10,480
|
|
|
10,560
|
|
|
10,080
|
|
|||||
Total fixed charges
|
51,942
|
|
|
49,016
|
|
|
45,490
|
|
|
43,657
|
|
|
54,146
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations before income taxes
|
296,718
|
|
|
244,068
|
|
|
208,807
|
|
|
123,868
|
|
|
116,681
|
|
|||||
Earnings available to cover fixed charges
|
$
|
348,660
|
|
|
$
|
293,084
|
|
|
$
|
254,297
|
|
|
$
|
167,525
|
|
|
$
|
170,827
|
|
Ratio of earnings to fixed charges
|
6.7
|
|
|
6.0
|
|
|
5.6
|
|
|
3.8
|
|
|
3.2
|
|
|||||
Deficiency in earnings required to cover fixed charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Name of Company
|
|
State or Country
of Incorporation
or Organization
|
|
Name of Parent
|
1.
|
PerkinElmer, Inc.
|
|
Massachusetts
|
|
N/A
|
2.
|
Caliper Life Sciences, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
3.
|
Cambridge Research & Instrumentation, Inc.
|
|
Delaware
|
|
Caliper Life Sciences, Inc.
|
4.
|
PerkinElmer CV Holdings, LLC
|
|
Delaware
|
|
PerkinElmer Global Holdings S.à r.l.
|
5.
|
PerkinElmer Diagnostics Holdings, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
6.
|
PerkinElmer Health Sciences, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
7.
|
PerkinElmer Informatics, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
8
|
ViaCord, LLC
|
|
Delaware
|
|
PerkinElmer Diagnostics Holdings, Inc.
|
9.
|
VisEn Medical Inc.
|
|
Delaware
|
|
PerkinElmer Health Sciences, Inc.
|
10.
|
Xenogen Corporation
|
|
Delaware
|
|
Caliper Life Sciences, Inc.
|
11.
|
Control Development Inc.
|
|
Indiana
|
|
PerkinElmer Health Sciences, Inc.
|
12.
|
NovaScreen Biosciences Corporation
|
|
Maryland
|
|
Caliper Life Sciences, Inc.
|
13.
|
PerkinElmer Holdings, Inc.
|
|
Massachusetts
|
|
PerkinElmer, Inc.
|
14.
|
EUROIMMUN US Inc.
|
|
New Jersey
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
15.
|
EUROIMMUN US Real Estate LLC
|
|
New Jersey
|
|
EUROIMMUN US Inc.
|
16.
|
Perten Instruments, Inc.
|
|
Nevada
|
|
PerkinElmer Health Sciences, Inc.
|
17.
|
PerkinElmer Genetics, Inc.
|
|
Pennsylvania
|
|
PerkinElmer Diagnostics Holdings, Inc.
|
18.
|
Bioo Scientific Corporation
|
|
Texas
|
|
PerkinElmer Holdings, Inc.
|
19.
|
PerkinElmer Automotive Research, Inc.
|
|
Texas
|
|
PerkinElmer Holdings, Inc.
|
20.
|
Geospiza, Inc.
|
|
Washington
|
|
PerkinElmer Holdings, Inc.
|
21.
|
Perkin-Elmer Argentina S.R.L.
|
|
Argentina
|
|
PerkinElmer Holdings, Inc. (98%)
1
|
22.
|
PerkinElmer Pty. Ltd.
|
|
Australia
|
|
PerkinElmer Holdings, Inc.
|
23.
|
Perten Instruments of Australia Pty Ltd.
|
|
Australia
|
|
Perten Instruments AB
|
24.
|
PerkinElmer Vertriebs GmbH
|
|
Austria
|
|
Wellesley B.V.
|
25.
|
PerkinElmer BVBA
|
|
Belgium
|
|
PerkinElmer Life Sciences International Holdings
2
|
26.
|
EUROIMMUN Brasil Importação e Distribuição Ltda
|
|
Brazil
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
27.
|
PerkinElmer do Brasil Ltda.
|
|
Brazil
|
|
PerkinElmer International C.V. (99%)
3
|
28.
|
EUROIMMUN Medical Diagnostics Canada Inc.
|
|
Canada
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
29.
|
PerkinElmer Health Sciences Canada, Inc.
|
|
Canada
|
|
PerkinElmer Life Sciences International Holdings
|
30.
|
Perten Instruments Inc.
|
|
Canada
|
|
Perten Instruments AB
|
31.
|
Perkin Elmer Chile Ltda.
|
|
Chile
|
|
PerkinElmer Health Sciences, Inc. (68%)
4
|
32.
|
Beijing OUMENG Biotechnology Co. Ltd.
|
|
China
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
33.
|
EUROIMMUN (Hangzhou) Medical Laboratory Diagnostics Co., Ltd.
|
|
China
|
|
EUROIMMUN Medical Diagnostics (China) Co., Ltd.
|
34.
|
EUROIMMUN Medical Diagnostics (China) Co., Ltd.
|
|
China
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
35.
|
EUROIMMUN (Tianjin) Medical Diagnostic Technology Co., Ltd.
|
|
China
|
|
EUROIMMUN Medical Diagnostics (China) Co., Ltd.
|
36.
|
Guangzhou EUROIMMUN Medical Diagnostic Products Co., Ltd.
|
|
China
|
|
EUROIMMUN Medical Diagnostics (China) Co., Ltd.
|
37.
|
Hangzhou EUROIMMUN Medical Laboratory Diagnostic Products Co., Ltd.
|
|
China
|
|
EUROIMMUN Medical Diagnostics (China) Co., Ltd.
|
38.
|
PerkinElmer Healthcare Diagnostics (Shanghai) Co., Ltd.
|
|
China
|
|
PerkinElmer IVD Pte Ltd.
|
39.
|
PerkinElmer Instruments (Suzhou) Co., Ltd.
|
|
China
|
|
Wellesley B.V.
|
40.
|
PerkinElmer Management (Shanghai) Co., Ltd.
|
|
China
|
|
PerkinElmer Singapore Pte Ltd.
|
41.
|
Perten Instruments (Beijing) Co., Ltd.
|
|
China
|
|
Perten Instruments AB
|
42.
|
Shanghai Haoyuan Biotech Co., Ltd.
|
|
China
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
43.
|
Suzhou Sym-Bio Lifescience Co., Ltd.
|
|
China
|
|
PerkinElmer Healthcare Diagnostics (Shanghai) Co., Ltd.
|
44.
|
PerkinElmer Danmark A/S
|
|
Denmark
|
|
Wallac Oy
|
45.
|
PerkinElmer Finland Oy
|
|
Finland
|
|
Wallac Oy
|
46.
|
PerkinElmer Investments Ky
|
|
Finland
|
|
PerkinElmer Finance Luxembourg S.à r.l.
5
|
47.
|
PerkinElmer Oy
|
|
Finland
|
|
Wellesley B.V.
|
|
Name of Company
|
|
State or Country
of Incorporation
or Organization
|
|
Name of Parent
|
48.
|
Wallac Oy
|
|
Finland
|
|
PerkinElmer Oy
|
49.
|
Bio Evolution SAS
|
|
France
|
|
EUROIMMUN France SAS
|
50.
|
EUROIMMUN France SAS
|
|
France
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
51.
|
PerkinElmer SAS
|
|
France
|
|
PerkinElmer Nederland B.V.
|
52.
|
Perten Instruments France SASU
|
|
France
|
|
Perten Instruments AB
|
53.
|
SOCOMA-PERTEN SAS
|
|
France
|
|
PerkinElmer SAS
|
54.
|
EUROIMMUN Medizinische Labordiagnostika AG
|
|
Germany
|
|
PerkinElmer Germany Diagnostics GmbH
|
55.
|
PerkinElmer Cellular Technologies Germany GmbH
|
|
Germany
|
|
PerkinElmer LAS (Germany) GmbH
|
56.
|
PerkinElmer chemagen Technologie GmbH
|
|
Germany
|
|
PerkinElmer Cellular Technologies Germany GmbH
|
57.
|
PerkinElmer Germany Diagnostics Financing GmbH
|
|
Germany
|
|
PerkinElmer Diagnostics Global Holdings S.à r.l.
|
58.
|
PerkinElmer Germany Diagnostics GmbH
|
|
Germany
|
|
PerkinElmer Global Diagnostics S.à r.l.
|
59.
|
PerkinElmer LAS (Germany) GmbH
|
|
Germany
|
|
PerkinElmer Germany Diagnostics Financing GmbH
|
60.
|
Perten Instruments GmbH
|
|
Germany
|
|
Perten Instruments AB
|
61.
|
PerkinElmer (Hong Kong) Ltd.
|
|
Hong Kong
|
|
PerkinElmer Holdings, Inc.
|
62.
|
Orchid Biomedical Systems Pvt Ltd.
|
|
India
|
|
Tulip Diagnostics Pvt Ltd.
|
63.
|
PerkinElmer Health Sciences Pvt Ltd.
|
|
India
|
|
PerkinElmer IVD Pte Ltd. (91%)
6
|
64.
|
PerkinElmer (India) Pvt Ltd.
|
|
India
|
|
PerkinElmer Singapore Pte Ltd.
7
|
65.
|
Tulip Diagnostics Pvt Ltd.
|
|
India
|
|
PerkinElmer Holding Luxembourg S.à r.l. (99%)
8
|
66.
|
PerkinElmer (Ireland) Ltd.
|
|
Ireland
|
|
Wellesley B.V.
|
67.
|
PerkinElmer Israel Ltd.
|
|
Israel
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
68.
|
EUROIMMUN Italia Diagnostica Medica S.r.l.
|
|
Italy
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
69.
|
Perkin Elmer Italia SpA
|
|
Italy
|
|
Wellesley B.V.
|
70.
|
Perten Instruments Italia Srl
|
|
Italy
|
|
Perten Instruments AB
|
71
|
PerkinElmer Japan Co. Ltd.
|
|
Japan
|
|
PerkinElmer Life Sciences International Holdings (97%)
9
|
72
|
Perkin Elmer Yuhan Hoesa
|
|
Korea
|
|
PerkinElmer International C.V.
|
73
|
PerkinElmer Diagnostics Global Holdings S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Global Holdings S.à r.l.
|
74
|
PerkinElmer Finance Luxembourg S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
75
|
PerkinElmer Global Diagnostics S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Global Financing S.à r.l.
|
76
|
PerkinElmer Global Financing S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Global Holdings S.à r.l.
|
77
|
PerkinElmer Global Holdings S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Holdings, Inc.
|
78
|
PerkinElmer Holding Luxembourg S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Diagnostics Global Holdings S.à r.l.
|
79
|
Perkin Elmer Sdn. Bhd.
|
|
Malaysia
|
|
PerkinElmer International C.V.
|
80
|
Perkin Elmer de Mexico, S.A.
|
|
Mexico
|
|
PerkinElmer Holdings, Inc.
10
|
81
|
Delta Instruments B.V.
|
|
Netherlands
|
|
PerkinElmer Health Sciences B.V.
|
82
|
PerkinElmer Health Sciences B.V.
|
|
Netherlands
|
|
PerkinElmer Life Sciences International Holdings
|
83
|
PerkinElmer International C.V.
|
|
Netherlands
|
|
PerkinElmer Global Holdings S.à r.l.
11
|
84
|
PerkinElmer Nederland B.V.
|
|
Netherlands
|
|
Wellesley B.V.
|
85
|
Wellesley B.V.
|
|
Netherlands
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
86
|
PerkinElmer Norge AS
|
|
Norway
|
|
Wallac Oy
|
87
|
Perkin-Elmer Instruments (Philippines) Corporation
|
|
Philippines
|
|
PerkinElmer Holdings, Inc.
|
88
|
EUROIMMUN Polska Spólka z o.o.
|
|
Poland
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
89
|
PerkinElmer Polska Sp zo.o.
|
|
Poland
|
|
Wellesley B.V.
|
90
|
PerkinElmer Shared Services Sp zo.o.
|
|
Poland
|
|
Wellesley B.V.
|
91
|
EUROIMMUN Portugal Unipessoal Lda.
|
|
Portugal
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
92
|
EUROIMMUN (South East Asia) Pte Ltd.
|
|
Singapore
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
93
|
PerkinElmer IVD Pte Ltd.
|
|
Singapore
|
|
Wallac Oy
|
94
|
PerkinElmer Singapore Pte Ltd.
|
|
Singapore
|
|
PerkinElmer International C.V.
|
95
|
EUROIMMUN Medical Laboratory Diagnostics South Africa (Pty) Ltd.
|
|
South Africa
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
96
|
PerkinElmer South Africa (Pty) Ltd.
|
|
South Africa
|
|
Wellesley B.V.
|
97
|
EUROIMMUN Diagnostics España, S.L.U.
|
|
Spain
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
98
|
Integromics, S.L.
|
|
Spain
|
|
PerkinElmer España, S.L.
|
99
|
PerkinElmer España, S.L.
|
|
Spain
|
|
Wellesley B.V.
|
100
|
PerkinElmer Sverige AB
|
|
Sweden
|
|
Wallac Oy
|
101
|
PerkinElmer Sweden Health Sciences Holdings AB
|
|
Sweden
|
|
Perten Instruments AB
|
102
|
Perten Instruments AB
|
|
Sweden
|
|
PerkinElmer Holding Luxembourg S.à r.l.(73%)
12
|
103
|
Vanadis Diagnostics AB
|
|
Sweden
|
|
Perten Instruments AB
|
104
|
EUROIMMUN Schweiz AG
|
|
Switzerland
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
105
|
PerkinElmer (Schweiz) AG
|
|
Switzerland
|
|
Wellesley B.V.
|
106
|
PerkinElmer Taiwan Corporation
|
|
Taiwan
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
|
Name of Company
|
|
State or Country
of Incorporation
or Organization
|
|
Name of Parent
|
107
|
PerkinElmer Limited
|
|
Thailand
|
|
PerkinElmer, Inc.
|
108
|
Özmen Tibbi Laboratuar Teshisleri A.S.
|
|
Turkey
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
109
|
PerkinElmer Sağlık ve Çevre Bilimleri Ltd.
|
|
Turkey
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
110
|
EUROIMMUN UK Ltd.
|
|
United Kingdom
|
|
EUROIMMUN Medizinische Labordiagnostika AG
|
111
|
PerkinElmer LAS (UK) Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
112
|
PerkinElmer Life Sciences International Holdings
|
|
United Kingdom
|
|
PerkinElmer Health Sciences, Inc.
|
113
|
PerkinElmer Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
114
|
PerkinElmer (UK) Holdings Ltd.
|
|
United Kingdom
|
|
Wellesley B.V.
|
1
|
PerkinElmer Health Sciences, Inc. owns 2%.
|
2
|
PerkinElmer Holdings, Inc. owns a de minimus share.
|
3
|
PerkinElmer Holdings, Inc. owns 1%; PerkinElmer Health Sciences, Inc. owns a de minimus share.
|
4
|
PerkinElmer Holdings, Inc. owns 32%.
|
5
|
PerkinElmer Holding Luxembourg S.à r.l. owns a de minimus share.
|
6
|
Surendra Genetic Laboratory & Research Centre Pvt Ltd. owns 9%.
|
7
|
Wellesley B.V. owns a de minimus share.
|
8
|
Individual shareholders own 1%.
|
9
|
Wallac Oy owns 3%.
|
10
|
PerkinElmer, Inc. owns a de minimus share.
|
11
|
PerkinElmer CV Holdings, LLC owns 1%.
|
12
|
PerkinElmer International C.V. 27%.
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
Boston, Massachusetts
|
February 27, 2018
|
1.
|
I have reviewed this Annual Report on Form 10-K of PerkinElmer, 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 13a-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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 that 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:
|
February 27, 2018
|
/
S
/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
|
|
|
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this Annual Report on Form 10-K of PerkinElmer, 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 13a-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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 that 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:
|
February 27, 2018
|
/s/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and Chief Financial Officer
|
(1)
|
Based on my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Based on my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
Date:
|
February 27, 2018
|
/
S
/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
Date:
|
February 27, 2018
|
/s/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and Chief Financial Officer
|