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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report
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Title of class:
Common Shares, par value EUR 0.01 per share
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Name of each exchange on which registered:
NASDAQ Stock Market LLC
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ý
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U.S. GAAP
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o
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International Financial Reporting Standards as issued by the International Accounting Standards Board
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o
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Other
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o
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Item 17
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Item 18
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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Item 5.
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Item 6.
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Item 7.
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Item 8.
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Item 9.
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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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Item 15.
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Item 16A.
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Item 16B.
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Item 16C.
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Item 16D.
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Item 16E.
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Item 16F.
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Item 16G.
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Item 16H.
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Item 17.
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Item 18.
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Item 19.
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Item 1.
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Identity of Directors, Senior Management and Advisors
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Item 2.
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Offer Statistics and Expected Timetable
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Item 3.
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Key Information
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|
Years ended December 31,
|
||||||||||||||||||
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2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Statement of Income Data:
(amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
|
$
|
1,301,984
|
|
|
$
|
1,254,456
|
|
Cost of sales
|
493,338
|
|
|
454,328
|
|
|
479,570
|
|
|
487,321
|
|
|
430,807
|
|
|||||
Gross profit
|
844,653
|
|
|
826,658
|
|
|
865,207
|
|
|
814,663
|
|
|
823,649
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
176,135
|
|
|
146,830
|
|
|
163,666
|
|
|
147,157
|
|
|
124,294
|
|
|||||
Sales and marketing
|
401,352
|
|
|
359,598
|
|
|
376,141
|
|
|
373,719
|
|
|
344,370
|
|
|||||
General and administrative, integration and other
|
129,248
|
|
|
102,066
|
|
|
126,637
|
|
|
200,815
|
|
|
153,058
|
|
|||||
Acquisition-related intangible amortization
|
39,091
|
|
|
38,666
|
|
|
37,070
|
|
|
35,495
|
|
|
36,117
|
|
|||||
Total operating expenses
|
745,826
|
|
|
647,160
|
|
|
703,514
|
|
|
757,186
|
|
|
657,839
|
|
|||||
Income from operations
|
98,827
|
|
|
179,498
|
|
|
161,693
|
|
|
57,477
|
|
|
165,810
|
|
|||||
Other expense
|
(41,919
|
)
|
|
(43,195
|
)
|
|
(42,304
|
)
|
|
(25,992
|
)
|
|
(24,661
|
)
|
|||||
Income before income taxes
|
56,908
|
|
|
136,303
|
|
|
119,389
|
|
|
31,485
|
|
|
141,149
|
|
|||||
Income taxes
|
(23,395
|
)
|
|
6,401
|
|
|
2,456
|
|
|
(33,164
|
)
|
|
14,476
|
|
|||||
Net income
|
$
|
80,303
|
|
|
$
|
129,902
|
|
|
$
|
116,933
|
|
|
$
|
64,649
|
|
|
$
|
126,673
|
|
Net (loss) income attributable to noncontrolling interest
|
(101
|
)
|
|
(246
|
)
|
|
568
|
|
|
25
|
|
|
31
|
|
|||||
Net income attributable to QIAGEN N.V.
|
$
|
80,404
|
|
|
$
|
130,148
|
|
|
$
|
116,365
|
|
|
$
|
64,624
|
|
|
$
|
126,642
|
|
Basic net income per common share attributable to the owners of QIAGEN N.V.
(1)
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
$
|
0.28
|
|
|
$
|
0.54
|
|
Diluted net income per common share attributable to the owners of QIAGEN N.V.
(1)
|
$
|
0.34
|
|
|
$
|
0.55
|
|
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
234,800
|
|
|
233,483
|
|
|
232,644
|
|
|
234,000
|
|
|
235,582
|
|
|||||
Diluted
|
238,993
|
|
|
238,647
|
|
|
242,806
|
|
|
243,400
|
|
|
242,020
|
|
(1)
|
See Note 18 of the “Notes to Consolidated Financial Statements” for the computation of the weighted average number of Common Shares.
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Balance Sheet Data:
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
439,180
|
|
|
$
|
290,011
|
|
|
$
|
392,667
|
|
|
$
|
330,303
|
|
|
$
|
394,037
|
|
Working capital
(1)
|
$
|
729,140
|
|
|
$
|
693,043
|
|
|
$
|
717,124
|
|
|
$
|
583,851
|
|
|
$
|
725,752
|
|
Total assets
|
$
|
4,308,194
|
|
|
$
|
4,179,117
|
|
|
$
|
4,454,372
|
|
|
$
|
4,088,392
|
|
|
$
|
4,087,631
|
|
Total long-term liabilities, including current portion
|
$
|
1,393,668
|
|
|
$
|
1,343,616
|
|
|
$
|
1,490,114
|
|
|
$
|
1,024,389
|
|
|
$
|
1,094,934
|
|
Total equity
|
$
|
2,607,096
|
|
|
$
|
2,568,070
|
|
|
$
|
2,664,876
|
|
|
$
|
2,731,891
|
|
|
$
|
2,730,979
|
|
Common shares, par value
|
$
|
2,812
|
|
|
$
|
2,812
|
|
|
$
|
2,812
|
|
|
$
|
2,812
|
|
|
$
|
2,769
|
|
Common shares issued
|
239,707
|
|
|
239,707
|
|
|
239,707
|
|
|
239,707
|
|
|
236,487
|
|
|||||
Common shares outstanding
|
234,561
|
|
|
233,006
|
|
|
232,023
|
|
|
233,890
|
|
|
234,544
|
|
•
|
A base business risk is specific to us or our industry and that threatens our existing business;
|
•
|
A business growth risk is specific to us or our industry that threatens our future business growth; and
|
•
|
An underlying business risk is not specific to us or our industry, but applies to a larger number of public companies.
|
•
|
assimilation of new products, technologies, operations, sites and personnel;
|
•
|
integration and retention of fundamental personnel and technical expertise;
|
•
|
application for and achievement of regulatory approvals or other clearances;
|
•
|
diversion of resources from our existing products, business and technologies;
|
•
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generation of sales to offset associated acquisition costs;
|
•
|
implementation and maintenance of uniform standards and effective controls and procedures;
|
•
|
maintenance of relationships with employees and customers and integration of new management personnel;
|
•
|
issuance of dilutive equity securities;
|
•
|
incurrence or assumption of debt and contingent liabilities;
|
•
|
amortization or impairment of acquired intangible assets or potential businesses; and
|
•
|
exposure to liabilities of and claims against acquired entities.
|
•
|
availability, quality and price relative to competitive products;
|
•
|
the timing of introduction of the new product relative to competitive products;
|
•
|
opinions of the new product’s utility;
|
•
|
citation of the new product in published research;
|
•
|
regulatory trends and approvals; and
|
•
|
general trends in life sciences research, applied markets and molecular diagnostics.
|
•
|
severely limited access to financing over an extended period of time, which may affect our ability to fund our growth strategy and could result in delays to capital expenditures, acquisitions or research and development projects;
|
•
|
failures of currently solvent financial institutions, which may cause losses from our short-term cash investments or our hedging transactions due to a counterparty’s inability to fulfill its payment obligations;
|
•
|
inability to refinance existing debt at competitive rates, reasonable terms or sufficient amounts; and
|
•
|
increased volatility or adverse movements in foreign currency exchange rates.
|
•
|
make it difficult for us to make required payments on our debt;
|
•
|
make it difficult for us to obtain any financing in the future necessary for working capital, capital expenditures, debt service requirements or other purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
|
•
|
make us more vulnerable in the event of a downturn in our business.
|
•
|
marketing, sales and customer support efforts;
|
•
|
research and development activities;
|
•
|
expansion of our facilities;
|
•
|
consummation of possible future acquisitions of technologies, products or businesses;
|
•
|
demand for our products and services;
|
•
|
repayment or refinancing of debt; and
|
•
|
payments in connection with our hedging activities.
|
•
|
announcements of technological innovations or the introduction of new products by us or our competitors;
|
•
|
developments in our relationships with collaborative partners;
|
•
|
quarterly variations in our operating results or those of our peer companies;
|
•
|
changes in government regulations, tax laws or patent laws;
|
•
|
developments in patent or other intellectual property rights;
|
•
|
developments in government spending budgets for life sciences-related research;
|
•
|
general market conditions relating to the diagnostics, applied testing, pharmaceutical and biotechnology industries; and
|
•
|
impact from foreign exchange rates.
|
Item 4.
|
Information on the Company
|
•
|
QIAGEN expanded our leadership in “liquid biopsies,” solutions that unlock molecular insights from blood or other fluids as non-invasive alternatives to surgical biopsies. Our technologies for isolation and stabilization of nucleic acids are used
|
•
|
QIAGEN also launched the first Sample to Insight NGS solution for analyzing either liquid biopsies or formalin-fixed, paraffin-embedded (FFPE) tissue samples in clinical cancer research, a complete workflow using the GeneReader NGS System and our Actionable Insights Tumor Panel and our unique and new QIAGEN Clinical Insights bioinformatics solution.
|
•
|
QIAGEN delivered brisk growth from the industry's broadest Sample to Insight portfolio for research on the microbiome and metagenomics, the study of microbial interactions with the environment and humans. Following the 2015 acquisition of MO BIO Laboratories, QIAGEN sample technologies are the starting point for the majority of these studies. In 2016 we integrated front-end kits with specialized assays and bioinformatics to provide complete Sample to Insight solutions.
|
•
|
Acquisition of the Danish company Exiqon A/S in 2016 added to QIAGEN’s portfolio of solutions to unlock insights from RNA in the fight against cancer and other diseases. Integrating the Exiqon solutions gives QIAGEN a leading position in the market for non-coding RNA (ncRNA) analysis in epigenetic research, with future potential to expand into clinical diagnostics.
|
•
|
QIAGEN further expanded our leadership in solutions for single-cell analysis, which looks at individual cells and their heterogeneity to research the pathways of disease or to monitor patient progress, in fields such as oncology, immunology, neurobiology and stem-cell biology. In 2016, we launched QIAscout, a compact instrument enabling researchers to efficiently select and isolate viable single cells for analysis with NGS, PCR or other methods, as well as adding novel single-cell sample kits.
|
•
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QIAGEN is aiding the global fight against tuberculosis (TB), an infectious disease that kills about 1.8 million people annually, with our QuantiFERON-TB Gold and QuantiFERON-TB Gold Plus tests, the most accurate assays for detecting infection. Screening for latent TB in high-risk patient populations, an asymptomatic phase of the infection that can lie dormant for years and then “reactivate” as active, contagious TB, is increasingly recognized as a key component in controlling the disease.
|
•
|
Our novel technology, delivering reliable results with the third-generation QuantiFERON-TB Gold (QFT) and fourth-generation QuantiFERON-TB Gold Plus (QFT-Plus), has become the latent TB screening technique of choice around the world. The efficient, laboratory-based tests are displacing the less accurate, century-old tuberculin skin test, and sales surpassed $140 million in 2016.
|
•
|
QuantiFERON-TB Gold gained momentum in 2016 from key clinical guidelines for TB control. The U.S. Preventive Services Task Force recommended that primary care clinicians screen adult patients at high risk for latent TB – and cited QFT as a test proven to be reliable. A separate task force, backed by the U.S. Centers for Disease Control and Prevention (CDC) and two professional societies, updated evidence-based guidelines to broaden the preference for modern blood-based TB tests such as QFT over the century-year-old tuberculin skin test. It also broadened the groups to be screened for TB infection. These guidelines were endorsed by the European Respiratory Society.
|
•
|
QuantiFERON-TB Gold-Plus was submitted to the U.S. Food and Drug Administration in late 2016 for pre-market approval. QFT-Plus has been launched in more than 60 countries following European CE-IVD clearance in late 2014. The new test, which adds proprietary CD8 T-cell technology and other enhancements to our market-leading test, also gained important support in the global TB control community. The World Health Organization (WHO) 2016 annual report on TB cited early clinical results on QFT-Plus indicating its ability to measure CD8 T-cell response may be able to identify patients at greater risk of progression to active TB.
|
•
|
Our GeneReader NGS System, the first complete Sample to Insight next-generation sequencing solution designed for any laboratory to deliver actionable results, has been well received in early commercialization since its late-2015 launch. GeneReader NGS adoption is accelerating, achieving our goal of 55-60 placements by year-end 2016, more than a 10% share of the estimated global annual market for new placements of benchtop sequencers in oncology applications. The system is the world's first truly end-to-end NGS workflow from primary sample to a final report - providing a simpler, more cost-effective way for laboratories to take advantage of NGS technology and improve outcomes.
|
•
|
QIAGEN has initiated the roll out of a deep pipeline of enhancements to the GeneReader NGS System, adding value for basic and translational research labs. In 2016 these included adaptation of our Actionable Insights Tumor Panel for use with liquid biopsies, adding to FFPE tissue samples; an extensive package of quality control and verification data for setup and validation; a partnership to integrate the GeneReader NGS System with users’ laboratory information management systems (LIMS); and the option of QIAsymphony SP for higher-throughput front-end automation.
|
•
|
In November 2016, two months after a U.S. court issued a preliminary injunction restricting U.S. customers’ access to the GeneReader NGS System while considering a competitor’s lawsuit, QIAGEN announced relaunch of the workflow with new sequencing chemistry that avoids the patent at issue in the United States. The new chemistry was made available to select U.S. customers in an early-access phase starting December 1, 2016, and full commercialization is set for early 2017. In the rest of the world, GeneReader NGS System marketing has continued without interruption, and the new chemistry with enhanced performance will be rolled out in 2017.
|
•
|
In 2017, QIAGEN expects to launch additional enhancements and new content to improve the utility, efficiency and cost effectiveness of the GeneReader NGS System. We plan to launch at least five new GeneRead QIAact panels, including in-depth breast and lung cancer panels as well as customized panels for specific customer needs. Enhancements to the Actionable Insights Tumor Panel (ATP), the first GeneRead QIAact panel, reduce turnaround time and increase the number of tissue or liquid biopsy samples analyzed. Proprietary Digital NGS technology in the new panels will detect additional mutation types such as large rearrangements, gene fusions, copy number variations (CNVs) and genomic insertions or deletions (InDels), in addition to current detection of single nucleotide polymorphisms (SNPs).
|
•
|
As the leader in “universal” technologies for use with any sequencing system, QIAGEN continues to expand our portfolio. In 2016, we added to our line-up of liquid biopsy solutions with the launch of the QIAseq cfDNA All-in-One Kit, the first dedicated solution for use on any NGS platform that combines cell-free DNA extraction and library preparation for liquid biopsy analysis. QIAGEN pre-analytical solutions are used in an estimated 80% of all NGS reactions.
|
•
|
Also in 2016, we launched a comprehensive portfolio of QIAseq NGS panels with our Digital NGS technology, enabling more accurate quantification and detection of DNA, RNA and miRNA across all next-generation sequencing platforms.
|
•
|
QIAGEN continues to roll out novel companion diagnostics that deliver actionable insights enabling treatment decisions based on patients’ individual genomic information. In 2016, QIAGEN launched the new
ipsogen
CALR RGQ PCR Kit in Europe, a unique CE-IVD marked assay for use in blood cancers known as myeloproliferative neoplasms (MPN). As the latest addition to the
ipsogen
portfolio of assays for common and rare leukemia types, the test runs on QIAGEN’s QIAsymphony RGQ platforms.
|
•
|
Our Personalized Healthcare pipeline continues to expand through collaborations with pharmaceutical and biotech companies to develop and commercialize companion diagnostics paired with targeted drugs. In 2016, we reached a milestone of 20 master collaboration agreements with Pharma companies, each providing for multiple projects. We added partnerships in 2016 with Mirati Therapeutics, Inc., to commercialize a companion diagnostic for a targeted therapy in non-small cell lung cancer; with Daiichi Sankyo for multiple projects; and with an undisclosed partner in immuno-oncology. Most of the specific projects are unannounced at the request of the Pharma partners. As the world’s leading independent developer of molecular technologies, QIAGEN is the industry’s preferred partner for developing companion diagnostics.
|
•
|
QIAGEN offers our collaborators in Personalized Healthcare access to multiple platforms, including QIAsymphony and the GeneReader NGS System and the multi-modal Modaplex system. These projects include development of single-target assays or multiplex panels, depending on specific needs and biomarkers involved for particular diseases and targeted therapies. In addition, some Personalized Healthcare tests provide predictive value for therapy or enable monitoring of individual patients’ progress.
|
•
|
In 2016, we entered a collaboration with Therawis Diagnostics GmbH to develop and commercialize predictive assays in oncology. An initial project is to commercialize an assay for PITX2 as a biomarker to predict effectiveness of anthracycline treatment in triple negative and other high-risk breast cancer patients, an area of high unmet need.
|
•
|
QIAGEN also began a collaboration with HTG Molecular Diagnostics, Inc. (HTG), to create a complete NGS-based solution for developing of companion diagnostics with Pharma companies, with a focus on oncology. The agreement includes assay development, commercialization and manufacturing. QIAGEN also made a minority investment in HTG.
|
•
|
QIAGEN achieved our 2016 goal of surpassing 1,750 cumulative placements of the flexible modular QIAsymphony platform, up from 1,500 at the end of 2015. The QIAsymphony platform offers customers Sample to Insight automation for medium-throughput molecular testing workflows. The larger installed base and expanding content menus drove our 2016 growth in consumables.
|
•
|
In 2016, QIAGEN made the QIAsymphony SP instrument available as a front-end option for sample processing for the GeneReader NGS System, adding highly automated, higher throughput sample volumes and high flexibility to the world’s first complete Sample to Insight solution for NGS. The NGS workflow now integrates seamlessly with QIAsymphony SP, enabling laboratories outside the United States to perform sample processing of different sample types simultaneously with continuous loading, random access and greater speed for demanding environments.
|
•
|
To enhance the QIAsymphony platform's value to customers worldwide, QIAGEN continues to advance a pipeline of development projects for regulator-approved molecular diagnostics to run on the platform, as well as expanding our Applied Testing content.
|
•
|
The QIAsymphony platform serves all of our customer classes: Approximately 60% of current placements are in Molecular Diagnostics, and 40% are in the Life Sciences with Applied Testing, Pharma and Academia customers.
|
•
|
QIAGEN’s broad offering of content-enabled software, the leading portfolio of bioinformatics enabling users to gain valuable insights from sequencing data, continues to grow as a standalone franchise. In addition, it increasingly serves as a driver for Sample to Insight workflows across all platforms and applications. Our bioinformatics turn vast amounts of genomic data into actionable insights for customers, addressing a critical bottleneck in next-generation sequencing, especially for clinical research and diagnostics. We continue to roll out new solutions to meet specialized needs in research and healthcare and to integrate rich bioinformatics with QIAGEN’s molecular testing workflows.
|
•
|
In January 2017, QIAGEN acquired OmicSoft Corporation to expand our offering with solutions enabling scientists to visualize and mine large institutional and publicly available “omics” datasets, in addition to the expertly curated, literature-based datasets marketed by QIAGEN. The OmicSoft solutions meet a growing need in discovery and translational research to access and manage huge amounts of data on DNA, RNA and other variables generated by next-generation sequencing.
|
•
|
The unique RNA-seq Explorer Solution, a bioinformatics-driven approach to analysis and interpretation of RNA sequencing data from liquid biopsies, was introduced in 2016. RNA-seq Explorer integrates QIAGEN genomic knowledge bases with software solutions to generate clear insights for research into the detection, diagnosis and treatment of cancer.
|
•
|
QIAGEN also enhanced our research workflow for hereditary and rare diseases, targeting difficult “diagnostic odyssey” cases with capabilities using liquid biopsies for non-invasive prenatal testing (NIPT) and cancer biomarker discovery.
|
•
|
In 2016, we partnered with lab informatics company Genohm to empower GeneReader NGS System users with seamless data management by integrating our genomic workflow with their laboratory information management systems (LIMS). GeneRead Link, a middleware co-developed by the two companies, provides full connectivity for GeneReader NGS workflows with the leading LIMS systems.
|
•
|
QIAGEN pursues collaborations and linkages across the genomics and bioinformatics industry to offer users the richest access possible to insights for research and diagnostics. In 2016, we offered our Hereditary Disease Solution customers a plugin to implement the Broad Institute’s GATK best practices, the gold standard for variant calling, as part of the QIAGEN Biomedical Genomics Workbench software. For microbiome researchers, we partnered with CosmosID, a leading genomic big data company, in the launch of a metagenomics analysis plug-in for the QIAGEN Microbial Genomics Pro Suite and CLC Genomics Workbench.
|
•
|
In 2016, we announced collaborations to combine our industry-leading genome analysis applications with hardware solutions from tech leaders Intel and BioTeam, aiming to create infrastructure solutions making population-scale genomic analysis feasible for more researchers. Both projects are in development for use in managing and interpreting the massive data from NGS research.
|
•
|
In 2016, QIAGEN announced initiatives to return $300 million in capital to shareholders by the end of 2017. In addition, we announced a series of targeted restructuring actions to improve efficiency and profitability, while supporting sales momentum, after a period of investment to support QIAGEN's transformation as a molecular testing leader.
|
•
|
The commitment to return $300 million in cash to QIAGEN shareholders included a synthetic share repurchase, which was completed in January 2017. This transaction returned about
$244 million
to shareholders through a combination of a direct capital repayment with a reverse stock split. QIAGEN intends to return the balance of the $300 million commitment through open-market share repurchases during 2017.
|
•
|
Restructuring actions initiated in the fourth quarter of 2016 include closing the site in Valencia, California, and spinning off certain activities in Hombrechtikon, Switzerland; expanding the use of shared service centers and global centers of excellence to consolidate activities; streamlining selected organizational structures to reduce complexity; realigning roles of global and regional marketing teams; and optimizing sales channels to better engage with customers, including greater use of digital technologies. A pre-tax restructuring charge of $79.1 million ($0.24 per share after taxes), including approximately $42.4 million of non-cash items, was recorded in the fourth quarter of 2016. Further pre-tax charges of approximately $10 million (or about $0.03 per share after taxes) are expected during 2017.
|
•
|
Molecular Diagnostics
- healthcare providers engaged in patient care including hospitals, public health organizations, reference laboratories and physician practices
|
•
|
Applied Testing
- government or industry customers using molecular technologies in fields such as forensics, veterinary diagnostics and food safety testing
|
•
|
Pharma
- pharmaceutical and biotechnology companies using molecular testing to support drug discovery, translational medicine and clinical development efforts
|
•
|
Academia
- researchers exploring the secrets of life such as disease mechanisms and pathways, in some cases translating findings into drug targets or other products
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Consumables and related revenues
|
$
|
1,166,131
|
|
|
$
|
1,114,580
|
|
|
$
|
1,172,728
|
|
Instrumentation
|
171,860
|
|
|
166,406
|
|
|
172,049
|
|
|||
Total
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
555,676
|
|
|
$
|
525,532
|
|
|
$
|
543,877
|
|
Other Americas
|
71,797
|
|
|
79,578
|
|
|
75,974
|
|
|||
Total Americas
|
627,473
|
|
|
605,110
|
|
|
619,851
|
|
|||
Europe, Middle East and Africa
|
428,055
|
|
|
409,955
|
|
|
451,092
|
|
|||
Asia Pacific and Rest of World
|
282,463
|
|
|
265,921
|
|
|
273,834
|
|
|||
Total
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
1.
|
Differentiated Core technologies:
Our growing portfolio of Sample to Insight solutions leverages QIAGEN's recognized global leadership in technologies to extract and isolate DNA and RNA from biological samples. In 2016, we expanded our sample technologies with innovative workflows to enable “liquid biopsies” and cutting-edge research, especially with next-generation sequencing.
|
2.
|
QuantiFERON-TB:
As the modern standard for detecting latent tuberculosis infection, QuantiFERON-TB Gold aids TB control by screening subpopulations of at-risk patients. In 2016, our fourth-generation QuantiFERON-TB Gold Plus, which provides additional insights for patients at greatest risk, gained momentum in about 60 markets worldwide, and we submitted it for FDA approval.
|
3.
|
Next-generation sequencing:
Our strategic initiative to drive NGS adoption in clinical research and diagnostics gained momentum in 2016 with growing adoption of our innovative GeneReader NGS System, providing a simpler, more cost-effective way for laboratories to take advantage of NGS technology and improve outcomes. Our broad portfolio of “universal” solutions for NGS users also is growing rapidly.
|
4.
|
Personalized Healthcare:
We continue to develop and introduce companion diagnostics to guide the treatment of cancer and other diseases, as well as innovative sample technologies to support the care of patients. QIAGEN is a leading partner for pharmaceutical companies in co-developing tests paired with drugs for personalized medicine.
|
5.
|
QIAsymphony:
We are driving global adoption of the QIAsymphony automation platform, surpassing our target of 1,750 cumulative placements in 2016, and expanding the content menu of test kits for the platform. Growing QIAsymphony placements and the broad menu of innovative consumables, together, drive sales growth.
|
6.
|
Bioinformatics:
Our industry-leading bioinformatics portfolio is growing rapidly as users of next-generation sequencing seek solutions for handling huge amounts of genomic data. In 2016, we expanded our content-enabled software solutions for basic and clinical research in oncology and rare inherited diseases, as well as metagenomics and human identification. We continue to integrate bioinformatics with QIAGEN products to create Sample to Insight workflows.
|
•
|
Creating new systems for automation of workflows - platforms for laboratories, hospitals and other users of these novel molecular technologies.
|
•
|
Expanding our broad portfolio of novel “content” - including assays to detect and measure biomarkers for disease or genetic identification.
|
•
|
Integrating bioinformatics with the testing process - software and cloud-based resources to interpret and transform raw molecular data into useful insights.
|
•
|
The referral of an individual for a service or product for which payment may be made by Medicare, Medicaid or other government-sponsored healthcare program; or
|
•
|
Purchasing, ordering, arranging for, or recommending the ordering of, any service or product for which payment may be made by a government-sponsored healthcare program.
|
Item 4A.
|
Unresolved Staff Comments
|
Item 5.
|
Operating and Financial Review and Prospects
|
•
|
Molecular Diagnostics
- healthcare providers engaged in many aspects of patient care including our three priority focus areas of oncology, infectious diseases and immune monitoring
|
•
|
Applied Testing
- government or industry customers using molecular technologies in fields such as forensics, veterinary diagnostics and food safety testing
|
•
|
Pharma
- pharmaceutical and biotechnology companies using molecular testing to support drug discovery, translational medicine and clinical development efforts
|
•
|
Academia
- researchers exploring the secrets of life such as the mechanisms and pathways of diseases, and in some cases translating that research into drug targets or commercial applications
|
•
|
In January 2017, QIAGEN acquired OmicSoft Corporation, a privately held company based in the Research Triangle area of North Carolina, to expand our industry-leading bioinformatics offering with complementary solutions enabling scientists to visualize and mine large institutional and publicly available “omics” datasets. The OmicSoft software
|
•
|
During 2016, QIAGEN acquired Exiqon A/S, a publicly traded company based in Vedbaek, Denmark, expanding our leadership position in Sample to Insight solutions for RNA analysis. Exiqon’s RNA analysis solutions, with proprietary Locked Nucleic Acid (LNA) technology, are used by academic, biotech and pharmaceutical researchers worldwide to explore correlations between gene activity and the development of cancer and other diseases. On June 28, 2016, we paid DKK 627.4 million ($95.2 million) for approximately 94.52% of the outstanding common shares of Exiqon. We acquired the remaining Exiqon shares subsequent to the acquisition date for $5.5 million in cash and held 100% of the shares as of December 31, 2016.
|
•
|
In November 2015, we acquired MO BIO Laboratories, Inc., a privately-held provider of cutting-edge sample technologies for studies of the microbiome and metagenomics, analyzing the impact of microbial diversity on health and the environment. The acquisition added a complementary portfolio of sample technologies to QIAGEN's universal solutions for next-generation sequencing. MO BIO kits, based on proprietary Inhibitor Removal Technology, enable the isolation of pure DNA from challenging samples like soil, water, plants and stool.
|
•
|
In March 2015, we acquired an innovative technology that enables enrichment and molecular analysis of circulating tumor cells (CTCs) from blood samples from AdnaGen GmbH, a subsidiary of Alere Inc. The acquisition added to QIAGEN’s pipeline of technologies for molecular testing through non-invasive liquid biopsies as an alternative to costly and risky tissue biopsies. Other assets acquired include two marketed CE-IVD marked products, AdnaTest BreastCancer and AdnaTest Prostate Cancer, for treatment monitoring and detection of tumor relapse.
|
•
|
In February 2015, we announced the spin-off of teams and activities of QIAGEN Marseille S.A. (formerly Ipsogen S.A.), a majority-owned and fully consolidated entity. In the divestiture, QIAGEN Marseille agreed to the sale of all its assets and liabilities, with the exception of its intellectual property portfolio, to a stand-alone company. QIAGEN retained rights to commercialize the
ipsogen
line of products, including companion diagnostics for blood cancers. As part of this initiative, we made a tender offer to acquire the remaining QIAGEN Marseille shares. We acquired those shares during 2015 and 2016 and held 100% of the QIAGEN Marseille shares as of December 31, 2016.
|
•
|
In December 2014, we acquired the enzyme solutions business of Enzymatics, a U.S. company whose products are used in an estimated 80% of all next-generation sequencing workflows. The broad Enzymatics portfolio complements QIAGEN’s leading offering of universal NGS products, advancing our strategy to drive the adoption of NGS in clinical healthcare.
|
•
|
In April 2014, we acquired BIOBASE, a provider of expertly curated biological databases, software and services based in Wolfenbüttel, Germany, expanding our bioinformatics solutions with BIOBASE content including gold-standard data in the fields of inherited diseases and pharmacogenomics. QIAGEN integrated the BIOBASE content into our Ingenuity Knowledge Base, adding value for customers in interpreting genomic data from next-generation sequencing.
|
|
|
Full-year 2016
|
||
|
|
Sales
(In $ m) |
%
change
|
% of
sales |
Americas
(1)
|
|
$627
|
4%
|
47%
|
Europe / Middle East / Africa
|
|
$428
|
4%
|
32%
|
Asia-Pacific / Japan
|
|
$279
|
10%
|
21%
|
|
|
|
|
|
Top 7 emerging markets
(2)
|
|
$209
|
13%
|
16%
|
|
|
Full-year 2016
|
||
|
|
Sales
(In $ m) |
%
change
|
% of
sales |
Consumables and related revenues
|
|
$1,166
|
5%
|
87%
|
Instruments
|
|
$172
|
3%
|
13%
|
|
|
|
|
|
Molecular Diagnostics
(1)
|
|
$663
|
4%
|
50%
|
Of which: U.S. HPV test solutions
|
|
$33
|
-29%
|
3%
|
MDx excluding U.S. HPV
(1)
|
|
$630
|
7%
|
47%
|
Applied Testing
|
|
$120
|
5%
|
9%
|
Pharma
|
|
$262
|
5%
|
19%
|
Academia
|
|
$293
|
4%
|
22%
|
Contractual Obligations
(in thousands)
|
Payments Due by Period
|
||||||||||||||||||||||||||
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|||||||||||||||
Long-term debt
(1)
|
$
|
1,161,611
|
|
|
$
|
18,869
|
|
|
$
|
18,869
|
|
|
$
|
493,339
|
|
|
$
|
14,928
|
|
|
$
|
275,249
|
|
|
$
|
340,357
|
|
Purchase obligations
|
95,276
|
|
|
61,643
|
|
|
19,824
|
|
|
12,257
|
|
|
891
|
|
|
661
|
|
|
—
|
|
|||||||
Operating leases
|
38,602
|
|
|
13,338
|
|
|
9,292
|
|
|
6,121
|
|
|
3,752
|
|
|
3,409
|
|
|
2,690
|
|
|||||||
License and royalty payments
(2)
|
65,502
|
|
|
15,969
|
|
|
11,562
|
|
|
10,702
|
|
|
10,438
|
|
|
8,066
|
|
|
8,765
|
|
|||||||
Capital lease obligations
(3)
|
2,719
|
|
|
1,114
|
|
|
1,534
|
|
|
59
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
1,363,710
|
|
|
$
|
110,933
|
|
|
$
|
61,081
|
|
|
$
|
522,478
|
|
|
$
|
30,021
|
|
|
$
|
287,385
|
|
|
$
|
351,812
|
|
Item 6.
|
Directors, Senior Management and Employees
|
Name
|
Age
|
Position
|
Peer M. Schatz
|
51
|
Managing Director, Chief Executive Officer
|
Roland Sackers
|
48
|
Managing Director, Chief Financial Officer
|
Name
(1)
|
Age
|
Position
|
Stéphane Bancel
|
44
|
Supervisory Director, Member of the Compensation Committee, Audit Committee and Science and Technology Committee
|
Dr. Metin Colpan
|
62
|
Supervisory Director, Chairman of the Science and Technology Committee and Member of the Selection and Appointment Committee
|
Prof. Dr. Manfred Karobath
|
76
|
Chairman of the Supervisory Board, Supervisory Director, Chairman of the Selection and Appointment Committee, Member of the Compensation Committee, and Member of the Science and Technology Committee
|
Prof. Dr. Ross L. Levine
|
45
|
Supervisory Director and Member of the Science and Technology Committee
|
Prof. Dr. Elaine Mardis
|
54
|
Supervisory Director and Member of the Science and Technology Committee
|
Lawrence A. Rosen
|
59
|
Supervisory Director and Chairman of the Audit Committee
|
Elizabeth E. Tallett
|
67
|
Supervisory Director, Chairwoman of the Compensation Committee, Member of the Audit Committee and Member of the Selection and Appointment Committee
|
|
Annual Compensation
|
|
Long-Term Compensation
(4)
|
|||||||||||||
Name
|
Fixed Salary
|
Variable Cash
Bonus
(1)
|
Other
(5)
|
Total
|
|
Defined
Contribution
Benefit Plan
|
Performance
Stock Units Granted
(2, 3)
|
|||||||||
Managing Board
|
|
|
|
|
|
|
|
|||||||||
Peer M. Schatz
|
$
|
1,146,000
|
|
165,000
|
|
12,000
|
|
$
|
1,323,000
|
|
|
$
|
72,000
|
|
791,869
|
|
Roland Sackers
|
$
|
514,000
|
|
53,000
|
|
37,000
|
|
$
|
604,000
|
|
|
$
|
74,000
|
|
229,383
|
|
(1)
|
The Variable Cash Bonus amount does not include values which were converted to equity-based compensation.
|
(2)
|
The Performance Stock Units Granted amount includes the number of Performance Stock Units granted to each Managing Board member at his election in lieu of the value of the cash bonus earned by such Managing Board member in 2016. These performance stock units vest over two years from the grant date. In 2016, Mr. Schatz received a grant of 27,677 performance stock units and Mr. Sackers received a grant of 8,884 performance stock units. These 2016 performance grants were achieved at 90% of the targeted vesting amount.
|
(3)
|
The Performance Stock Units Granted amount includes the number of Performance Stock Units granted to each Managing Board member under the Company's Commitment Program. In 2016, Mr. Schatz received a grant of 460,220 performance stock units and Mr. Sackers received a grant of 144,809 performance stock units.
|
(4)
|
In lieu of cash bonus, each Managing Board member elected to receive the value earned in 2015 in restricted stock units which vest over two years from the grant date. In 2016, Mr. Schatz received a grant of
21,081
restricted stock units and Mr. Sackers received a grant of
7,153
restricted stock units.
|
(5)
|
Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed $10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
|
Fee payable to the Chairman of the Supervisory Board
|
$150,000
|
Fee payable to the Vice Chairman of the Supervisory Board
|
$90,000
|
Fee payable to each member of the Supervisory Board
|
$57,500
|
Additional compensation payable to members holding the following positions:
|
|
Chairman of the Audit Committee
|
$25,000
|
Chairman of the Compensation Committee
|
$18,000
|
Chairman of the Selection and Appointment Committee and other board committees
|
$12,000
|
Fee payable to each member of the Audit Committee
|
$15,000
|
Fee payable to each member of the Compensation Committee
|
$11,000
|
Fee payable to each member of the Selection and Appointment Committee and other board committees
|
$6,000
|
Name
|
Fixed
Remuneration
|
|
Chairman/
Vice-
Chairman
Committee
|
|
Committee
Membership
|
|
|
Total
(2)
|
|
Restricted
Stock Units
|
|||||||
Supervisory Board
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stéphane Bancel
|
$
|
57,500
|
|
|
—
|
|
|
32,000
|
|
|
|
$
|
89,500
|
|
|
10,742
|
|
Dr. Werner Brandt
(1)
|
$
|
75,000
|
|
|
6,000
|
|
|
—
|
|
|
|
$
|
81,000
|
|
|
10,742
|
|
Dr. Metin Colpan
|
$
|
57,500
|
|
|
12,000
|
|
|
6,000
|
|
|
|
$
|
75,500
|
|
|
10,742
|
|
Prof. Dr. Manfred Karobath
|
$
|
120,000
|
|
|
15,000
|
|
|
14,500
|
|
|
|
$
|
149,500
|
|
|
10,742
|
|
Prof. Dr. Ross L. Levine
|
$
|
28,750
|
|
|
—
|
|
|
3,000
|
|
|
|
$
|
31,750
|
|
|
—
|
|
Prof. Dr. Elaine Mardis
|
$
|
57,500
|
|
|
—
|
|
|
6,000
|
|
|
|
$
|
63,500
|
|
|
10,742
|
|
Lawrence A. Rosen
|
$
|
57,500
|
|
|
25,000
|
|
|
—
|
|
|
|
$
|
82,500
|
|
|
10,742
|
|
Elizabeth E. Tallett
|
$
|
57,500
|
|
|
9,000
|
|
|
23,500
|
|
|
|
$
|
90,000
|
|
|
10,742
|
|
Name of Supervisory Director
(1)
|
|
Member of Audit
Committee
|
|
Member of
Compensation Committee
|
|
Member of Selection
and Appointment
Committee
|
|
Member of Science
and Technology Committee
|
Stéphane Bancel
|
|
|
|
|
|
|
|
|
Dr. Metin Colpan
|
|
|
|
|
|
|
|
(Chairman)
|
Prof. Dr. Manfred Karobath
|
|
|
|
|
|
(Chairman)
|
|
|
Prof. Dr. Ross L. Levine
|
|
|
|
|
|
|
|
|
Prof. Dr. Elaine Mardis
|
|
|
|
|
|
|
|
|
Lawrence A. Rosen
|
|
(Chairman)
|
|
|
|
|
|
|
Elizabeth E. Tallett
|
|
|
|
(Chairwoman)
|
|
|
|
|
|
Shares Beneficially Owned
(1)
|
||||
Name and Country of Residence
|
Number
(2)
|
|
Percent Ownership
|
||
Peer M. Schatz, Germany
|
2,046,821.92
|
|
(3)
|
0.91
|
%
|
Roland Sackers, Germany
|
19,258.00
|
|
(4)
|
*
|
|
Stéphane Bancel, United States
|
—
|
|
(5)
|
—
|
|
Dr. Metin Colpan, Germany
|
3,523,427.00
|
|
(6)
|
1.56
|
%
|
Prof. Dr. Manfred Karobath, Austria
|
17,986.00
|
|
(7)
|
*
|
|
Prof. Dr. Ross L. Levine, Unites States
|
—
|
|
|
—
|
|
Prof. Dr. Elaine Mardis, United States
|
—
|
|
|
—
|
|
Lawrence A. Rosen, Germany
|
—
|
|
(8)
|
—
|
|
Elizabeth Tallett, United States
|
4,854.00
|
|
(9)
|
*
|
|
(1)
|
The number of Common Shares outstanding as of
January 31, 2017
was 225,882,186.67. The persons and entities named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as shareholders with respect to Common Shares.
|
(2)
|
Does not include Common Shares subject to options or awards held by such persons at
January 31, 2017
. See footnotes below for information regarding options now exercisable or that could become exercisable within 60 days of the date of this table.
|
(3)
|
Does not include 731,158 shares issuable upon the exercise of options now exercisable having exercise prices ranging from $15.59 to $22.43 per share. Options expire in increments during the period between February 2018 and February 2023. Does not include 1,195,512 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(4)
|
Does not include 196,121 shares issuable upon the exercise of options now exercisable having exercise prices ranging from $15.59 to $22.43 per share. Options expire in increments during the period between February 2018 and February 2023. Does not include 143,644 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(5)
|
Does not include 4,000 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(6)
|
Does not include 9,835 shares issuable upon the exercise of options now exercisable having exercise prices ranging from $15.59 to $22.43 per share. Options expire in increments during the period between April 2017 and February 2022. Includes 2,741,579 shares held by CC Verwaltungs GmbH, of which Dr. Colpan is the sole stockholder and 770,370 shares held by Colpan GbR. Does not include 6,716 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(7)
|
Does not include 9,835 shares issuable upon the exercise of options now exercisable having exercise prices ranging from $15.59 to $22.43 per share. Options expire in increments during the period between April 2017 and February 2022. Does not include 6,716 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(8)
|
Does not include 4,000 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(9)
|
Does not include 1,563 shares issuable upon the exercise of options now exercisable having exercise prices of $15.59 per share. Options expire on February 2022. Does not include 6,716 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
Name
|
Total Vested
Options
|
|
Expiration Dates
|
|
Exercise Prices
|
|||
Peer M. Schatz
|
731,158
|
|
|
2/28/2018 to 2/28/2023
|
|
|
$15.59 to $22.43
|
|
Roland Sackers
|
196,121
|
|
|
2/28/2018 to 2/28/2023
|
|
|
$15.59 to $22.43
|
|
Stéphane Bancel
|
—
|
|
|
—
|
|
|
—
|
|
Dr. Metin Colpan
|
9,835
|
|
|
4/25/2017 to 2/28/2022
|
|
|
$15.59 to $22.43
|
|
Prof. Dr. Manfred Karobath
|
9,835
|
|
|
4/25/2017 to 2/28/2022
|
|
|
$15.59 to $22.43
|
|
Prof. Dr. Elaine Mardis
|
—
|
|
|
—
|
|
|
—
|
|
Lawrence A. Rosen
|
—
|
|
|
—
|
|
|
—
|
|
Elizabeth E. Tallett
|
1,563
|
|
|
2/28/2022
|
|
|
$15.59
|
|
Region
|
Research &
Development
|
|
Sales
|
|
Production
|
|
Marketing
|
|
Administration
|
|
Total
|
||||||
Americas
|
197
|
|
|
634
|
|
|
261
|
|
|
75
|
|
|
93
|
|
|
1,260
|
|
Europe, Middle East & Africa
|
753
|
|
|
694
|
|
|
622
|
|
|
158
|
|
|
316
|
|
|
2,543
|
|
Asia Pacific & Rest of World
|
45
|
|
|
581
|
|
|
113
|
|
|
75
|
|
|
67
|
|
|
881
|
|
December 31, 2016
|
995
|
|
|
1,909
|
|
|
996
|
|
|
308
|
|
|
476
|
|
|
4,684
|
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
|
Shares Beneficially Owned
|
|||||
Name and Country of Residence
|
Number
|
|
|
Percent Ownership
(1)
|
||
PRIMECAP Management Company, United States
|
19,143,036
|
|
(2)
|
|
8.16
|
%
|
BlackRock, Inc., United States
|
19,433,223
|
|
(3)
|
|
8.28
|
%
|
Franklin Resources, Inc., United States
|
25,705,128
|
|
(4)
|
|
10.96
|
%
|
(1)
|
The percentage ownership was calculated based on
234,560,586
Common Shares outstanding as of
December 31, 2016
.
|
(2)
|
Of the
19,143,036
shares attributed to PRIMECAP Management Company, it has sole voting power over 9,238,709 and sole dispositive power over all
19,143,036
shares. This information is based solely on the Schedule 13G filed by PRIMECAP Management Company with the Securities and Exchange Commission on February 9, 2017, which reported ownership as of
December 31, 2016
.
|
(3)
|
Of the
19,433,223
shares attributed to BlackRock, Inc., it has sole voting power over 17,729,736 and sole dispositive power over all
19,433,223
shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on January 25, 2017, which reported ownership as of
December 31, 2016
.
|
(4)
|
Of the
25,705,128
shares attributed to Franklin Resources, Inc., it shares voting and dispositive powers over all
25,705,128
shares with various members of a reporting group of which it is part. This information is based solely on the Schedule 13G filed by Franklin Resources Inc. with the Securities and Exchange Commission on February 7, 2017, which reported ownership as of
December 31, 2016
.
|
Item 8.
|
Financial Information
|
Item 9.
|
The Offer and Listing
|
|
High ($)
|
|
Low ($)
|
||
Annual:
|
|
|
|
||
2012
|
19.41
|
|
|
14.05
|
|
2013
|
24.74
|
|
|
18.30
|
|
2014
|
25.32
|
|
|
19.46
|
|
2015
|
28.53
|
|
|
22.11
|
|
2016
|
28.84
|
|
|
19.94
|
|
|
High ($)
|
|
Low ($)
|
||
Quarterly 2015:
|
|
|
|
||
First Quarter
|
25.91
|
|
|
22.11
|
|
Second Quarter
|
25.74
|
|
|
23.63
|
|
Third Quarter
|
28.53
|
|
|
24.38
|
|
Fourth Quarter
|
28.04
|
|
|
23.80
|
|
Quarterly 2016:
|
|
|
|
||
First Quarter
|
26.89
|
|
|
20.10
|
|
Second Quarter
|
24.05
|
|
|
19.94
|
|
Third Quarter
|
27.70
|
|
|
21.38
|
|
Fourth Quarter
|
28.84
|
|
|
23.94
|
|
Quarterly 2017:
|
|
|
|
||
First Quarter (through February 28, 2017)
|
29.79
|
|
|
27.40
|
|
|
|
|
|
||
|
High ($)
|
|
Low ($)
|
||
Monthly:
|
|
|
|
||
September 2016
|
27.59
|
|
|
25.30
|
|
October 2016
|
27.74
|
|
|
24.28
|
|
November 2016
|
28.50
|
|
|
23.94
|
|
December 2016
|
28.84
|
|
|
26.79
|
|
January 2017
|
29.09
|
|
|
27.40
|
|
February 2017
|
29.79
|
|
|
27.93
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Annual:
|
|
|
|
||
2012
|
15.05
|
|
|
10.69
|
|
2013
|
18.15
|
|
|
13.67
|
|
2014
|
19.64
|
|
|
14.38
|
|
2015
|
26.05
|
|
|
18.72
|
|
2016
|
27.26
|
|
|
17.76
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Quarterly 2015:
|
|
|
|
||
First Quarter
|
24.00
|
|
|
18.72
|
|
Second Quarter
|
24.14
|
|
|
20.77
|
|
Third Quarter
|
26.05
|
|
|
21.19
|
|
Fourth Quarter
|
25.54
|
|
|
21.73
|
|
Quarterly 2016:
|
|
|
|
||
First Quarter
|
24.96
|
|
|
17.76
|
|
Second Quarter
|
21.40
|
|
|
18.16
|
|
Third Quarter
|
24.77
|
|
|
19.27
|
|
Fourth Quarter
|
27.26
|
|
|
21.77
|
|
Quarterly 2017:
|
|
|
|
||
First Quarter (through February 28, 2017)
|
27.77
|
|
|
25.53
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Monthly:
|
|
|
|
||
September 2016
|
24.51
|
|
|
22.11
|
|
October 2016
|
24.71
|
|
|
22.30
|
|
November 2016
|
26.51
|
|
|
21.77
|
|
December 2016
|
27.26
|
|
|
25.24
|
|
January 2017
|
27.67
|
|
|
25.53
|
|
February 2017
|
27.77
|
|
|
26.27
|
|
Item 10.
|
Additional Information
|
(i)
|
the transfer of our enterprise or practically our entire enterprise to a third party;
|
(ii)
|
the entry into or termination of a long-term cooperation by us or one of our subsidiaries (
dochtermaatschappijen
) with another legal person or partnership or as a fully liable general partner of a limited partnership or a general partnership, if such cooperation or termination is of a far-reaching significance for us; and
|
(iii)
|
the acquisition or divestment by us or one of our subsidiaries (
dochtermaatschappijen
) of a participating interest in the capital of a company with a value of at least one-third of the sum of our assets according to our consolidated balance sheet and explanatory notes in our last adopted annual accounts.
|
•
|
fails to provide an accurate taxpayer identification number;
|
•
|
is notified by the Internal Revenue Service that the individual has failed to report all interest or dividends required to be shown on the Federal income tax returns; or
|
•
|
in certain circumstances, fails to comply with applicable certification requirements.
|
Item 11.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 12.
|
Description of Securities Other than Equity Securities
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15.
|
Controls and Procedures
|
Item 16A.
|
Audit Committee Financial Expert
|
Item 16B.
|
Code of Ethics
|
Item 16C.
|
Principal Accountant Fees and Services
|
(in millions)
|
2016
|
|
2015
|
||||
Audit fees
|
$
|
1.9
|
|
|
$
|
1.9
|
|
-consolidated financial statements
|
1.2
|
|
|
1.3
|
|
||
-statutory financial statements
|
0.7
|
|
|
0.6
|
|
||
Audit-related fees
|
0.5
|
|
|
0.1
|
|
||
Total
|
$
|
2.4
|
|
|
$
|
2.0
|
|
Item 16D.
|
Exemptions From the Listing Standards for Audit Committees
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Item 16F.
|
Change in Registrant’s Certifying Accountant
|
Item 16G.
|
Corporate Governance
|
1.
|
Best practice provision II.1.1 recommends that a management board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time.
|
2.
|
Best practice provision II.2.4 recommends that the number of granted options shall be dependent on the achievement of challenging targets specified beforehand.
|
3.
|
Best practice provision II.2.5 recommends that shares granted to management board members without financial consideration shall be retained for a period of at least five years or until at least at the end of the employment, if this period is shorter. The number of shares to be granted shall be dependent on the achievement of clearly quantifiable and challenging targets specified beforehand.
|
4.
|
Best practice provision II.2.8 recommends that the maximum remuneration in the event of dismissal of a management board member may not exceed one year's salary (the "fixed" remuneration component). If the maximum of one year's salary would be manifestly unreasonable for a management board member who is dismissed during his first term of office, such board member shall be eligible for a severance pay not exceeding twice the annual salary.
|
5
.
|
Best practice provision III.3.5 recommends that a person may be appointed to the supervisory board for a maximum of three 4-year terms.
|
6.
|
Best practice provision III.3.6 recommends that the supervisory board shall draw up a retirement schedule in order to avoid, as far as possible, a situation in which many supervisory board members retire at the same time. The retirement schedule shall be made generally available and shall be posted on the company’s website.
|
7.
|
Best practice provision III.7.1 recommends that a supervisory board member may not be granted any shares and/or rights to shares by way of remuneration.
|
8.
|
B
est practice provision IV.1.1
recommends that a general meeting of shareholders is empowered to cancel binding nominations of candidates for the management board and supervisory board, and to dismiss members of either board by a simple majority of votes of those in attendance, although the company may require a quorum of at least one third of the voting rights outstanding for such vote to have force. If such quorum is not represented, but a majority of those in attendance votes in favor of the proposal, a second meeting may be convened and its vote will be binding, even without a one-third quorum.
|
•
|
QIAGEN is exempt from NASDAQ’s quorum requirements applicable to meetings of ordinary shareholders. In keeping with the law of The Netherlands and generally accepted business practices in The Netherlands, QIAGEN’s Articles of Association provide that there are no quorum requirements generally applicable to meetings of the General Meeting.
|
•
|
QIAGEN is exempt from NASDAQ’s requirements regarding the solicitation of proxies and provision of proxy statements for meetings of the General Meeting. QIAGEN does furnish proxy statements and solicit proxies for meetings of shareholders. Dutch corporate law sets a mandatory (participation and voting) record date for Dutch listed companies fixed at the twenty-eighth day prior to the day of the shareholders’ meeting. Shareholders registered at such record date are entitled to attend and exercise their rights as shareholders at the General Meeting, regardless of a sale of shares after the record date.
|
•
|
QIAGEN is exempt from NASDAQ’s requirements that shareholder approval be obtained prior to the establishment of, or material amendments to, stock option or purchase plans and other equity compensation arrangements pursuant to which options or stock may be acquired by directors, officers, employees or consultants. QIAGEN is also exempt from NASDAQ’s requirements that shareholder approval be obtained prior to certain issuances of stock resulting in a change of control, occurring in connection with acquisitions of stock or assets of another company or issued at a price less than the greater of book or market value other than in a public offering. QIAGEN’s Articles of Association do not require approval of the General Meeting prior to the establishment of a stock plan. The Articles of Association also permit the General Meeting to grant the Supervisory Board general authority to issue shares without further approval of the General Meeting. QIAGEN’s General Meeting has granted the Supervisory Board general authority to issue up to a maximum of our authorized capital without further approval of the General Meeting. QIAGEN plans to seek approval of the General Meetings for stock plans and stock issuances only where required under the law of The Netherlands or under QIAGEN’s Articles of Association.
|
Item 16H.
|
Mine Safety Disclosure
|
Item 17.
|
Financial Statements
|
Item 18.
|
Financial Statements
|
(A)
|
The following financial statements, together with the reports of KPMG and Ernst & Young thereon, are filed as part of this annual report:
|
Item 19.
|
Exhibits
|
*1.1
|
Articles of Association as confirmed by notarial deed as of January 24, 2017 (English translation)
|
|
|
2.4
|
$400 Million Note Purchase Agreement dated as of October 16, 2012 (filed as Exhibit 2.9) (1)
|
|
|
2.5
|
2019 Bonds Indenture dated March 19, 2014 (Filed as Exhibit 2.7) (2)
|
|
|
2.6
|
2021 Bonds Indenture dated March 19, 2014 (Filed as Exhibit 2.8) (2)
|
|
|
2.7
|
2019 Form of Warrant Confirmation dated March 12, 2014 (Filed as Exhibit 2.9) (2)
|
|
|
2.8
|
2021 Form of Warrant Confirmation dated March 12, 2014 (Filed as Exhibit 2.10) (2)
|
|
|
2.9
|
2019 Form of Bond Hedge Confirmation dated March 12, 2014 (Filed as Exhibit 2.11) (2)
|
|
|
2.10
|
2021 Form of Bond Hedge Confirmation dated March 12, 2014 (Filed as Exhibit 2.12) (2)
|
|
|
4.1
|
Lease Between QIAGEN GmbH and Gisantus Grundstuecksverwaltungsgesellschaft mbH, dated January 13, 1997 (the “Max-Volmer-Strasse 4 Lease”) (Filed as Exhibit 10.3) (3)
|
|
|
4.2
|
The Max-Volmer-Strasse 4 Lease Summary (Filed as Exhibit 10.3(a)) (3)
|
|
|
4.3
|
QIAGEN N.V. Amended and Restated 2005 Stock Plan (Filed as Exhibit 99.1) (4)
|
|
|
4.4
|
QIAGEN N.V. 2014 Stock Plan (Filed as Exhibit 99.1) (5)
|
|
|
*8.1
|
List of Subsidiaries
|
|
|
*12.1
|
Certification under Section 302; Peer M. Schatz, Managing Director and Chief Executive Officer
|
|
|
*12.2
|
Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer
|
|
|
*13.1
|
Certifications under Section 906; Peer M. Schatz, Managing Director and Chief Executive Officer and Roland Sackers, Managing Director and Chief Financial Officer
|
|
|
*15.1
|
Consent of Independent Registered Public Accounting Firm
|
|
|
*15.2
|
Consent of Independent Registered Public Accounting Firm
|
|
|
†*101
|
XBRL Interactive Data File
|
*
|
Filed herewith.
|
†
|
Pursuant to Rule 406(T) of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(1)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 1, 2013.
|
(2)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 2, 2015.
|
(3)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 31, 2000.
|
(4)
|
Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on November 17, 2011.
|
(5)
|
Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on April 2, 2015.
|
|
|
|
QIAGEN N.V.
|
|
Dated: March 3, 2017
|
|
|
|
|
|
|
|
By:
|
/s/ Peer M. Schatz
|
|
|
|
|
Peer M. Schatz, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
/s/ Roland Sackers
|
|
|
|
|
Roland Sackers, Chief Financial Officer
|
|
Page
|
Ernst & Young GmbH
|
|
|
|
|
Wirtschaftsprüfungsgesellschaft
|
|
|
|
|
Düsseldorf, Germany
|
|
|
|
|
|
|
|
|
|
/s/ Hendrik Hollweg
|
|
|
|
/s/ Tobias Schlebusch
|
Wirtschaftsprüfer
|
|
|
|
Wirtschaftsprüfer
|
[German Public Auditor]
|
|
|
|
[German Public Auditor]
|
|
|
|
As of December 31,
|
||||||
|
Note
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
(3)
|
|
$
|
439,180
|
|
|
$
|
290,011
|
|
Short-term investments
|
(7)
|
|
92,999
|
|
|
130,817
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $7,614 and $7,255 in 2016 and 2015, respectively
|
(3)
|
|
278,244
|
|
|
273,853
|
|
||
Income taxes receivable
|
|
|
23,795
|
|
|
26,940
|
|
||
Inventories, net
|
(3)
|
|
136,552
|
|
|
136,586
|
|
||
Prepaid expenses and other current assets
|
(8)
|
|
66,799
|
|
|
70,121
|
|
||
Deferred income taxes
|
(16)
|
|
—
|
|
|
33,068
|
|
||
Total current assets
|
|
|
1,037,569
|
|
|
961,396
|
|
||
Long-term assets:
|
|
|
|
|
|
||||
Property, plant and equipment, net of accumulated depreciation of $451,160 and $409,634 in 2016 and 2015, respectively
|
(9)
|
|
436,655
|
|
|
442,944
|
|
||
Goodwill
|
(11)
|
|
1,925,518
|
|
|
1,875,698
|
|
||
Intangible assets, net of accumulated amortization of $948,072 and $827,084 in 2016 and 2015, respectively
|
(11)
|
|
557,159
|
|
|
636,421
|
|
||
Deferred income taxes
|
(16)
|
|
68,384
|
|
|
2,036
|
|
||
Other long-term assets (of which $13,067 and $7,472 in 2016 and 2015 due from related parties, respectively)
|
(10, 13, 22)
|
|
282,909
|
|
|
260,622
|
|
||
Total long-term assets
|
|
|
3,270,625
|
|
|
3,217,721
|
|
||
Total assets
|
|
|
$
|
4,308,194
|
|
|
$
|
4,179,117
|
|
|
|
|
As of December 31,
|
||||||
|
Note
|
|
2016
|
|
2015
|
||||
Liabilities and equity
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Accounts payable
|
|
|
$
|
51,218
|
|
|
$
|
52,306
|
|
Accrued and other current liabilities (of which $3,926 in 2016 due to related parties)
|
(10, 22)
|
|
230,305
|
|
|
192,069
|
|
||
Income taxes payable
|
|
|
26,906
|
|
|
21,515
|
|
||
Deferred income taxes
|
(16)
|
|
—
|
|
|
2,463
|
|
||
Total current liabilities
|
|
|
308,429
|
|
|
268,353
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||||
Long-term debt, net of current portion
|
(15)
|
|
1,067,096
|
|
|
1,049,026
|
|
||
Deferred income taxes
|
(16)
|
|
40,621
|
|
|
69,610
|
|
||
Other long-term liabilities (of which $5,889 in 2016 due to related parties)
|
(10, 13, 22)
|
|
284,952
|
|
|
224,058
|
|
||
Total long-term liabilities
|
|
|
1,392,669
|
|
|
1,342,694
|
|
||
Commitments and contingencies
|
(19)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||||
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding
|
|
|
—
|
|
|
—
|
|
||
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding
|
|
|
—
|
|
|
—
|
|
||
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued — 239,707 shares in 2016 and 2015
|
|
|
2,812
|
|
|
2,812
|
|
||
Additional paid-in capital
|
|
|
1,794,665
|
|
|
1,765,595
|
|
||
Retained earnings
|
|
|
1,263,464
|
|
|
1,209,197
|
|
||
Accumulated other comprehensive loss
|
(17)
|
|
(333,839
|
)
|
|
(259,156
|
)
|
||
Less treasury shares, at cost— 5,147 and 6,702 shares in 2016 and 2015, respectively
|
(17)
|
|
(120,006
|
)
|
|
(152,412
|
)
|
||
Equity attributable to the owners of QIAGEN N.V.
|
|
|
2,607,096
|
|
|
2,566,036
|
|
||
Noncontrolling interest
|
|
|
—
|
|
|
2,034
|
|
||
Total equity
|
|
|
2,607,096
|
|
|
2,568,070
|
|
||
Total liabilities and equity
|
|
|
$
|
4,308,194
|
|
|
$
|
4,179,117
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
Note
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
(3, 4)
|
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
Cost of sales
|
|
|
493,338
|
|
|
454,328
|
|
|
479,570
|
|
|||
Gross profit
|
|
|
844,653
|
|
|
826,658
|
|
|
865,207
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
(3)
|
|
176,135
|
|
|
146,830
|
|
|
163,666
|
|
|||
Sales and marketing
|
|
|
401,352
|
|
|
359,598
|
|
|
376,141
|
|
|||
General and administrative, integration and other
|
(3)
|
|
129,248
|
|
|
102,066
|
|
|
126,637
|
|
|||
Acquisition-related intangible amortization
|
|
|
39,091
|
|
|
38,666
|
|
|
37,070
|
|
|||
Total operating expenses
|
|
|
745,826
|
|
|
647,160
|
|
|
703,514
|
|
|||
Income from operations
|
|
|
98,827
|
|
|
179,498
|
|
|
161,693
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
6,776
|
|
|
4,753
|
|
|
3,964
|
|
|||
Interest expense
|
|
|
(39,022
|
)
|
|
(37,396
|
)
|
|
(39,330
|
)
|
|||
Other expense, net
|
(6)
|
|
(9,673
|
)
|
|
(10,552
|
)
|
|
(6,938
|
)
|
|||
Total other expense, net
|
|
|
(41,919
|
)
|
|
(43,195
|
)
|
|
(42,304
|
)
|
|||
Income before income taxes
|
|
|
56,908
|
|
|
136,303
|
|
|
119,389
|
|
|||
Income taxes
|
(3, 16)
|
|
(23,395
|
)
|
|
6,401
|
|
|
2,456
|
|
|||
Net income
|
|
|
80,303
|
|
|
129,902
|
|
|
116,933
|
|
|||
Net (loss) income attributable to noncontrolling interest
|
|
|
(101
|
)
|
|
(246
|
)
|
|
568
|
|
|||
Net income attributable to the owners of QIAGEN N.V.
|
|
|
$
|
80,404
|
|
|
$
|
130,148
|
|
|
$
|
116,365
|
|
Basic net income per common share attributable to the owners of QIAGEN N.V.
|
|
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
Diluted net income per common share attributable to the owners of QIAGEN N.V.
|
|
|
$
|
0.34
|
|
|
$
|
0.55
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
||||||
Basic
|
(18)
|
|
234,800
|
|
|
233,483
|
|
|
232,644
|
|
|||
Diluted
|
(18)
|
|
238,993
|
|
|
238,647
|
|
|
242,806
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
Note
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
|
$
|
80,303
|
|
|
$
|
129,902
|
|
|
$
|
116,933
|
|
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
|
|
|
|
|
|
|
|
||||||
(Losses) Gains on cash flow hedges, before tax
|
(13)
|
|
(3,969
|
)
|
|
5,337
|
|
|
—
|
|
|||
Reclassification adjustments on cash flow hedges, before tax
|
(13)
|
|
(6,228
|
)
|
|
(5,273
|
)
|
|
—
|
|
|||
Cash flow hedges, before tax
|
|
|
(10,197
|
)
|
|
64
|
|
|
—
|
|
|||
(Losses) gains on marketable securities, before tax
|
|
|
(1,421
|
)
|
|
1,215
|
|
|
—
|
|
|||
Gains (losses) on pensions, before tax
|
|
|
929
|
|
|
(1,809
|
)
|
|
(687
|
)
|
|||
Foreign currency translation adjustments, before tax
|
|
|
(65,910
|
)
|
|
(124,639
|
)
|
|
(131,326
|
)
|
|||
Other comprehensive loss, before tax
|
|
|
(76,599
|
)
|
|
(125,169
|
)
|
|
(132,013
|
)
|
|||
Income tax relating to components of other comprehensive loss
|
|
|
2,562
|
|
|
1,140
|
|
|
(57
|
)
|
|||
Total other comprehensive loss, after tax
|
|
|
(74,037
|
)
|
|
(124,029
|
)
|
|
(132,070
|
)
|
|||
Comprehensive income (loss)
|
|
|
6,266
|
|
|
5,873
|
|
|
(15,137
|
)
|
|||
Comprehensive (income) loss attributable to noncontrolling interest
|
|
|
(545
|
)
|
|
(146
|
)
|
|
959
|
|
|||
Comprehensive income (loss) attributable to the owners of QIAGEN N.V.
|
|
|
$
|
5,721
|
|
|
$
|
5,727
|
|
|
$
|
(14,178
|
)
|
(in thousands)
|
Note
|
|
Common Shares
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Shares
|
|
Equity Attributable to the Owners of QIAGEN N.V.
|
|
Non-controlling Interest
|
|
Total
Equity
|
||||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||
BALANCE AT
DECEMBER 31, 2013 |
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,807,002
|
|
|
$
|
1,033,343
|
|
|
$
|
(4,192
|
)
|
|
(5,817
|
)
|
|
$
|
(116,613
|
)
|
|
$
|
2,722,352
|
|
|
$
|
9,539
|
|
|
$
|
2,731,891
|
|
Acquisition of QIAGEN Marseille S.A. shares from noncontrolling interests
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
(325
|
)
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,365
|
|
|
568
|
|
|
116,933
|
|
||||||||
Issuance of warrants
|
(17)
|
|
—
|
|
|
—
|
|
|
68,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,900
|
|
|
—
|
|
|
68,900
|
|
||||||||
Unrealized loss, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
—
|
|
|
(481
|
)
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,062
|
)
|
|
—
|
|
|
—
|
|
|
(130,062
|
)
|
|
(1,527
|
)
|
|
(131,589
|
)
|
||||||||
Purchase of treasury shares
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,558
|
)
|
|
(126,889
|
)
|
|
(126,889
|
)
|
|
—
|
|
|
(126,889
|
)
|
||||||||
Issuance of common shares in connection with warrant exercise
|
(15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,115
|
)
|
|
—
|
|
|
1,373
|
|
|
30,917
|
|
|
18,802
|
|
|
—
|
|
|
18,802
|
|
||||||||
Common stock issuances under employee stock plans
|
(20)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,264
|
)
|
|
—
|
|
|
2,318
|
|
|
45,395
|
|
|
12,131
|
|
|
—
|
|
|
12,131
|
|
||||||||
Excess tax benefit of employee stock plans
|
|
|
—
|
|
|
—
|
|
|
1,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,596
|
|
|
—
|
|
|
1,596
|
|
||||||||
Share-based compensation
|
(20)
|
|
—
|
|
|
—
|
|
|
41,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,313
|
|
|
—
|
|
|
41,313
|
|
||||||||
Proceeds from subscription receivables
|
|
|
—
|
|
|
—
|
|
|
536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
536
|
|
|
—
|
|
|
536
|
|
||||||||
Redemption of subscription receivables
|
(15)
|
|
—
|
|
|
—
|
|
|
(67,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,943
|
)
|
|
—
|
|
|
(67,943
|
)
|
||||||||
BALANCE AT
DECEMBER 31, 2014 |
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,851,404
|
|
|
$
|
1,104,329
|
|
|
$
|
(134,735
|
)
|
|
(7,684
|
)
|
|
$
|
(167,190
|
)
|
|
$
|
2,656,620
|
|
|
$
|
8,255
|
|
|
$
|
2,664,875
|
|
Acquisition of QIAGEN Marseille S.A. shares from noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,367
|
)
|
|
(6,367
|
)
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,148
|
|
|
(246
|
)
|
|
129,902
|
|
||||||||
Unrealized loss, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
(1,266
|
)
|
||||||||
Unrealized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
4,003
|
|
||||||||
Realized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,955
|
)
|
|
—
|
|
|
—
|
|
|
(3,955
|
)
|
|
—
|
|
|
(3,955
|
)
|
||||||||
Unrealized gain, net on marketable securities
|
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,215
|
|
|
—
|
|
|
—
|
|
|
1,215
|
|
|
—
|
|
|
1,215
|
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,418
|
)
|
|
—
|
|
|
—
|
|
|
(124,418
|
)
|
|
392
|
|
|
(124,026
|
)
|
||||||||
Purchase of treasury shares
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(842
|
)
|
|
(20,818
|
)
|
|
(20,818
|
)
|
|
—
|
|
|
(20,818
|
)
|
||||||||
Issuance of common shares in connection with stock plan
|
(20)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,280
|
)
|
|
—
|
|
|
1,824
|
|
|
35,596
|
|
|
10,316
|
|
|
—
|
|
|
10,316
|
|
||||||||
Excess tax benefit of employee stock plans
|
|
|
—
|
|
|
—
|
|
|
3,328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,328
|
|
|
—
|
|
|
3,328
|
|
||||||||
Share-based compensation
|
(20)
|
|
—
|
|
|
—
|
|
|
23,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,761
|
|
|
—
|
|
|
23,761
|
|
||||||||
Proceeds from subscription receivables
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
||||||||
Redemption of subscription receivables
|
(15)
|
|
—
|
|
|
—
|
|
|
(112,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,995
|
)
|
|
—
|
|
|
(112,995
|
)
|
||||||||
BALANCE AT
DECEMBER 31, 2015 |
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,765,595
|
|
|
$
|
1,209,197
|
|
|
$
|
(259,156
|
)
|
|
(6,702
|
)
|
|
$
|
(152,412
|
)
|
|
$
|
2,566,036
|
|
|
$
|
2,034
|
|
|
$
|
2,568,070
|
|
Acquisition of QIAGEN Marseille S.A. shares from noncontrolling interests
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,624
|
)
|
|
(2,624
|
)
|
||||||||
Acquisition of Exiqon A/S
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,519
|
|
|
5,519
|
|
||||||||
Acquisition of Exiqon A/S shares from noncontrolling interests
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474
|
)
|
|
(5,474
|
)
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,404
|
|
|
(101
|
)
|
|
80,303
|
|
||||||||
Unrealized gain, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
650
|
|
||||||||
Unrealized loss, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,977
|
)
|
|
—
|
|
|
—
|
|
|
(2,977
|
)
|
|
—
|
|
|
(2,977
|
)
|
||||||||
Realized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,671
|
)
|
|
—
|
|
|
—
|
|
|
(4,671
|
)
|
|
—
|
|
|
(4,671
|
)
|
||||||||
Unrealized loss, net on marketable securities
|
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|
—
|
|
|
(1,371
|
)
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,314
|
)
|
|
—
|
|
|
—
|
|
|
(66,314
|
)
|
|
646
|
|
|
(65,668
|
)
|
||||||||
Issuance of common shares in connection with stock plan
|
(20)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,137
|
)
|
|
—
|
|
|
1,555
|
|
|
32,406
|
|
|
6,269
|
|
|
—
|
|
|
6,269
|
|
||||||||
Excess tax benefit of employee stock plans
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
782
|
|
||||||||
Share-based compensation
|
(20)
|
|
—
|
|
|
—
|
|
|
28,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,288
|
|
|
—
|
|
|
28,288
|
|
||||||||
BALANCE AT
DECEMBER 31, 2016 |
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,794,665
|
|
|
$
|
1,263,464
|
|
|
$
|
(333,839
|
)
|
|
(5,147
|
)
|
|
$
|
(120,006
|
)
|
|
$
|
2,607,096
|
|
|
$
|
—
|
|
|
$
|
2,607,096
|
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
Note
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Net income
|
|
|
$
|
80,303
|
|
|
$
|
129,902
|
|
|
$
|
116,933
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
213,056
|
|
|
191,473
|
|
|
200,782
|
|
|||
Non-cash acquisition, impairment and restructuring related costs
|
(6)
|
|
44,399
|
|
|
5,471
|
|
|
34,297
|
|
|||
Amortization of debt discount and issuance costs
|
|
|
20,451
|
|
|
19,955
|
|
|
15,392
|
|
|||
Share-based compensation expense
|
(20)
|
|
28,288
|
|
|
23,760
|
|
|
41,313
|
|
|||
Excess tax benefits from share-based compensation
|
|
|
(782
|
)
|
|
(3,328
|
)
|
|
(1,596
|
)
|
|||
Deferred income taxes
|
(16)
|
|
(65,974
|
)
|
|
(36,434
|
)
|
|
(40,147
|
)
|
|||
Loss on early redemption of debt
|
(15)
|
|
—
|
|
|
7,564
|
|
|
4,560
|
|
|||
(Gain) loss on marketable securities
|
|
|
(1,360
|
)
|
|
6,039
|
|
|
3,914
|
|
|||
Changes in fair value of contingent consideration
|
(14)
|
|
(6,501
|
)
|
|
(5,225
|
)
|
|
(1,165
|
)
|
|||
Other items, net including fair value changes in derivatives
|
|
|
19,435
|
|
|
2,609
|
|
|
(7,509
|
)
|
|||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(3)
|
|
(12,238
|
)
|
|
(24,764
|
)
|
|
(16,561
|
)
|
|||
Inventories
|
(3)
|
|
(20,346
|
)
|
|
(33,194
|
)
|
|
(41,792
|
)
|
|||
Prepaid expenses and other current assets
|
(8)
|
|
6,640
|
|
|
52,315
|
|
|
(2,273
|
)
|
|||
Other long-term assets
|
|
|
3,549
|
|
|
2,730
|
|
|
(13,090
|
)
|
|||
Accounts payable
|
|
|
(1,466
|
)
|
|
7,732
|
|
|
(5,495
|
)
|
|||
Accrued and other current liabilities
|
(12)
|
|
10,618
|
|
|
(25,570
|
)
|
|
(21,482
|
)
|
|||
Income taxes
|
(16)
|
|
15,476
|
|
|
(88
|
)
|
|
16,034
|
|
|||
Other long-term liabilities
|
|
|
8,054
|
|
|
(3,450
|
)
|
|
5,850
|
|
|||
Net cash provided by operating activities
|
|
|
341,602
|
|
|
317,497
|
|
|
287,965
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
|
(74,536
|
)
|
|
(97,778
|
)
|
|
(86,591
|
)
|
|||
Proceeds from sale of equipment
|
|
|
63
|
|
|
103
|
|
|
35
|
|
|||
Purchases of intangible assets
|
|
|
(19,388
|
)
|
|
(19,703
|
)
|
|
(10,412
|
)
|
|||
Purchases of investments
|
|
|
(23,448
|
)
|
|
(6,053
|
)
|
|
(9,426
|
)
|
|||
Purchases of short-term investments
|
(7)
|
|
(496,304
|
)
|
|
(317,570
|
)
|
|
(420,158
|
)
|
|||
Proceeds from sales of short-term investments
|
(7)
|
|
533,847
|
|
|
367,714
|
|
|
275,779
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(5)
|
|
(90,490
|
)
|
|
(66,930
|
)
|
|
(160,436
|
)
|
|||
Other investing activities
|
|
|
(8,800
|
)
|
|
(5,983
|
)
|
|
3,608
|
|
|||
Net cash used in investing activities
|
|
|
(179,056
|
)
|
|
(146,200
|
)
|
|
(407,601
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||
Purchase of call option related to cash convertible notes
|
(15)
|
|
—
|
|
|
—
|
|
|
(105,170
|
)
|
|||
Proceeds from issuance of warrants, net of issuance costs
|
(17)
|
|
—
|
|
|
—
|
|
|
68,900
|
|
|||
Net proceeds from issuance of cash convertible notes and cash paid for issuance costs
|
(15)
|
|
—
|
|
|
(86
|
)
|
|
716,967
|
|
|||
Repayment of long-term debt
|
(15)
|
|
(6,738
|
)
|
|
(251,868
|
)
|
|
(387,050
|
)
|
|||
Principal payments on capital leases
|
|
|
(1,322
|
)
|
|
(1,079
|
)
|
|
(4,579
|
)
|
|||
Proceeds from subscription receivables
|
|
|
—
|
|
|
97
|
|
|
536
|
|
|||
Excess tax benefits from share-based compensation
|
|
|
782
|
|
|
3,328
|
|
|
1,596
|
|
|||
Proceeds from issuance of common shares
|
|
|
6,269
|
|
|
10,316
|
|
|
12,131
|
|
|||
Purchase of treasury shares
|
(17)
|
|
—
|
|
|
(20,818
|
)
|
|
(126,889
|
)
|
|||
Other financing activities
|
|
|
(9,595
|
)
|
|
1,497
|
|
|
16,401
|
|
|||
Net cash used in financing activities
|
|
|
(10,604
|
)
|
|
(258,613
|
)
|
|
192,843
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(2,773
|
)
|
|
(15,340
|
)
|
|
(10,843
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
|
149,169
|
|
|
(102,656
|
)
|
|
62,364
|
|
|||
Cash and cash equivalents, beginning of period
|
|
|
290,011
|
|
|
392,667
|
|
|
330,303
|
|
|||
Cash and cash equivalents, end of period
|
|
|
$
|
439,180
|
|
|
$
|
290,011
|
|
|
$
|
392,667
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
|
$
|
18,227
|
|
|
$
|
20,799
|
|
|
$
|
24,052
|
|
Cash paid for income taxes
|
|
|
$
|
22,670
|
|
|
$
|
34,441
|
|
|
$
|
12,539
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||||
Equipment purchased through capital lease
|
|
|
$
|
113
|
|
|
$
|
231
|
|
|
$
|
342
|
|
Intangible assets acquired in non-monetary exchange
|
|
|
$
|
—
|
|
|
$
|
5,900
|
|
|
$
|
—
|
|
•
|
requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;
|
•
|
requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;
|
•
|
requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;
|
•
|
eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;
|
•
|
eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and
|
•
|
requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
|
•
|
debt prepayment or debt extinguishment costs;
|
•
|
settlement of zero-coupon bonds;
|
•
|
contingent consideration payments made after a business combination;
|
•
|
proceeds from the settlement of insurance claims;
|
•
|
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
|
•
|
distributions received from equity method investees;
|
•
|
beneficial interests in securitization transactions; and
|
•
|
separately identifiable cash flows and application of the predominance principle.
|
|
|
Closing rate at December 31,
|
|
Annual average rate
|
||||||
(US$ equivalent for one)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
Euro (EUR)
|
|
1.0541
|
|
1.0887
|
|
1.1068
|
|
1.1100
|
|
1.3287
|
Pound Sterling (GBP)
|
|
1.2312
|
|
1.4833
|
|
1.3560
|
|
1.5286
|
|
1.6474
|
Swiss Franc (CHF)
|
|
0.9816
|
|
1.0048
|
|
1.0153
|
|
1.0406
|
|
1.0938
|
Australian Dollar (AUD)
|
|
0.7222
|
|
0.7308
|
|
0.7439
|
|
0.7522
|
|
0.9025
|
Canadian Dollar (CAD)
|
|
0.7430
|
|
0.7202
|
|
0.7552
|
|
0.7836
|
|
0.9059
|
Japanese Yen (JPY)
|
|
0.0085
|
|
0.0083
|
|
0.0092
|
|
0.0083
|
|
0.0095
|
Chinese Yuan (CNY)
|
|
0.1440
|
|
0.1542
|
|
0.1506
|
|
0.1592
|
|
0.1623
|
•
|
The delivered items have value to the client on a stand-alone basis;
|
•
|
If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the Company.
|
(in thousands)
|
Total
|
||
BALANCE AT DECEMBER 31, 2014
|
$
|
3,279
|
|
Provision charged to cost of sales
|
2,202
|
|
|
Usage
|
(2,569
|
)
|
|
Adjustments to previously provided warranties, net
|
(91
|
)
|
|
Currency translation
|
(184
|
)
|
|
BALANCE AT DECEMBER 31, 2015
|
$
|
2,637
|
|
Provision charged to cost of sales
|
3,562
|
|
|
Usage
|
(2,936
|
)
|
|
Adjustments to previously provided warranties, net
|
(424
|
)
|
|
Currency translation
|
(60
|
)
|
|
BALANCE AT DECEMBER 31, 2016
|
$
|
2,779
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Cash at bank and on hand
|
|
$
|
137,615
|
|
|
$
|
217,644
|
|
Short-term bank deposits
|
|
301,565
|
|
|
72,367
|
|
||
Cash and Cash Equivalents
|
|
$
|
439,180
|
|
|
$
|
290,011
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
29,402
|
|
|
$
|
27,051
|
|
Work in process
|
28,123
|
|
|
21,066
|
|
||
Finished goods
|
79,027
|
|
|
88,469
|
|
||
Total inventories, net
|
$
|
136,552
|
|
|
$
|
136,586
|
|
•
|
adverse financial conditions of a specific issuer, segment, industry, region or other variables;
|
•
|
the length of time and the extent to which the fair value has been less than cost; and
|
•
|
the financial condition and near-term prospects of the issuer.
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Consumables and related revenues
|
$
|
1,166,131
|
|
|
$
|
1,114,580
|
|
|
$
|
1,172,728
|
|
Instrumentation
|
171,860
|
|
|
166,406
|
|
|
172,049
|
|
|||
Total
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
555,676
|
|
|
$
|
525,532
|
|
|
$
|
543,877
|
|
Other Americas
|
71,797
|
|
|
79,578
|
|
|
75,974
|
|
|||
Total Americas
|
627,473
|
|
|
605,110
|
|
|
619,851
|
|
|||
Europe, Middle East and Africa
|
428,055
|
|
|
409,955
|
|
|
451,092
|
|
|||
Asia Pacific and Rest of World
|
282,463
|
|
|
265,921
|
|
|
273,834
|
|
|||
Total
|
$
|
1,337,991
|
|
|
$
|
1,280,986
|
|
|
$
|
1,344,777
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Long-lived assets
|
|
|
|
||||
Americas:
|
|
|
|
||||
United States
|
$
|
145,813
|
|
|
$
|
148,748
|
|
Other Americas
|
4,544
|
|
|
2,691
|
|
||
Total Americas
|
150,357
|
|
|
151,439
|
|
||
Germany
|
237,190
|
|
|
243,120
|
|
||
Other Europe
|
37,057
|
|
|
35,573
|
|
||
Asia Pacific and Rest of World
|
12,051
|
|
|
12,812
|
|
||
Total
|
$
|
436,655
|
|
|
$
|
442,944
|
|
(in thousands)
|
|
Exiqon acquisition
|
||
|
|
|
||
Purchase Price:
|
|
|
||
Cash consideration
|
|
$
|
95,163
|
|
Fair value of remaining shares
|
|
5,519
|
|
|
|
|
$
|
100,682
|
|
|
|
|
||
Preliminary Allocation:
|
|
|
||
Cash and cash equivalents
|
|
$
|
4,824
|
|
Accounts receivable
|
|
3,581
|
|
|
Inventory
|
|
1,553
|
|
|
Prepaid expenses and other current assets
|
|
1,853
|
|
|
Accounts payable
|
|
(1,289
|
)
|
|
Accruals and other current liabilities
|
|
(11,587
|
)
|
|
Debt assumed
|
|
(6,068
|
)
|
|
Other long-term liabilities
|
|
(197
|
)
|
|
Deferred tax asset on tax loss carry forwards
|
|
10,016
|
|
|
Fixed and other long-term assets
|
|
2,870
|
|
|
Developed technology
|
|
18,500
|
|
|
Customer relationships
|
|
3,800
|
|
|
Tradenames
|
|
1,400
|
|
|
Goodwill
|
|
76,807
|
|
|
Deferred tax liability on fair value of identifiable intangible assets acquired
|
|
(5,381
|
)
|
|
|
|
$
|
100,682
|
|
(in thousands)
|
|
Enzymatics acquisition
|
||
Purchase Price:
|
|
|
||
Cash consideration
|
|
$
|
114,224
|
|
Fair value of contingent consideration
|
|
13,600
|
|
|
|
|
$
|
127,824
|
|
|
|
|
||
Final Allocation:
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,178
|
|
Accounts receivable
|
|
2,813
|
|
|
Prepaid expenses and other current assets
|
|
1,330
|
|
|
Fixed and other long-term assets
|
|
1,414
|
|
|
Accounts payable
|
|
(3,090
|
)
|
|
Accruals and other current liabilities
|
|
(1,940
|
)
|
|
Developed technology
|
|
28,600
|
|
|
Tradenames
|
|
6,600
|
|
|
Customer relationships
|
|
22,300
|
|
|
Goodwill
|
|
90,177
|
|
|
Deferred tax liability on fair value of identifiable intangible assets acquired
|
|
(21,558
|
)
|
|
|
|
$
|
127,824
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Asset Impairments & Disposals
|
|
Total
|
||||||||||
Cost of sales
|
$
|
1,222
|
|
|
$
|
205
|
|
|
$
|
43
|
|
|
$
|
10,490
|
|
|
$
|
11,960
|
|
Research and development
|
4,176
|
|
|
1,798
|
|
|
14
|
|
|
20,370
|
|
|
26,358
|
|
|||||
Sales and marketing
|
12,753
|
|
|
4,335
|
|
|
6,797
|
|
|
1,046
|
|
|
24,931
|
|
|||||
General and administrative, integration and other
|
1,069
|
|
|
827
|
|
|
1,461
|
|
|
1,547
|
|
|
4,904
|
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
10,946
|
|
|
10,946
|
|
|||||
Total
|
$
|
19,220
|
|
|
$
|
7,165
|
|
|
$
|
8,315
|
|
|
$
|
44,399
|
|
|
$
|
79,099
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Total
|
||||||||
Costs incurred in 2016
|
$
|
21,252
|
|
|
$
|
7,165
|
|
|
$
|
8,315
|
|
|
$
|
36,732
|
|
Payments
|
(2,742
|
)
|
|
(601
|
)
|
|
(2,391
|
)
|
|
(5,734
|
)
|
||||
Facility deferred rent reclassified to restructuring liability
|
—
|
|
|
1,326
|
|
|
—
|
|
|
1,326
|
|
||||
Foreign currency translation adjustment
|
(30
|
)
|
|
(8
|
)
|
|
19
|
|
|
(19
|
)
|
||||
Liability at December 31, 2016
|
$
|
18,480
|
|
|
$
|
7,882
|
|
|
$
|
5,943
|
|
|
$
|
32,305
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
6,341
|
|
|
$
|
7,627
|
|
|
$
|
652
|
|
|
$
|
14,620
|
|
Payments
|
(4,789
|
)
|
|
(4,199
|
)
|
|
(418
|
)
|
|
(9,406
|
)
|
||||
Release of excess accrual
|
(453
|
)
|
|
—
|
|
|
(20
|
)
|
|
(473
|
)
|
||||
Foreign currency translation adjustment
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
||||
Balance at December 31, 2015
|
$
|
469
|
|
|
$
|
3,428
|
|
|
$
|
214
|
|
|
$
|
4,111
|
|
Payments
|
(143
|
)
|
|
(3,428
|
)
|
|
(214
|
)
|
|
(3,785
|
)
|
||||
Release of excess accrual
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||
Foreign currency translation adjustment
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
9,782
|
|
|
$
|
313
|
|
|
$
|
511
|
|
|
$
|
10,606
|
|
Payments
|
(8,071
|
)
|
|
(313
|
)
|
|
(511
|
)
|
|
(8,895
|
)
|
||||
Release of excess accrual
|
(775
|
)
|
|
—
|
|
|
—
|
|
|
(775
|
)
|
||||
Foreign currency translation adjustment
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
||||
Balance at December 31, 2014
|
$
|
726
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
726
|
|
Payments
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||
Release of excess accrual
|
(340
|
)
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
||||
Foreign currency translation adjustment
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Prepaid expenses
|
$
|
35,529
|
|
|
$
|
38,986
|
|
Value added tax
|
14,985
|
|
|
15,219
|
|
||
Other receivables
|
10,899
|
|
|
9,658
|
|
||
Fair value of derivative instruments
|
5,386
|
|
|
3,758
|
|
||
Amounts held in escrow in connection with acquisitions
|
—
|
|
|
2,500
|
|
||
Total prepaid expenses and other current assets
|
$
|
66,799
|
|
|
$
|
70,121
|
|
(in thousands)
|
Estimated useful life
(in years)
|
|
2016
|
|
2015
|
|||||
Land
|
—
|
|
|
$
|
16,327
|
|
|
$
|
15,452
|
|
Buildings and improvements
|
5-40
|
|
|
301,092
|
|
|
302,068
|
|
||
Machinery and equipment
|
3-10
|
|
|
257,349
|
|
|
253,556
|
|
||
Computer software
|
3-7
|
|
|
176,227
|
|
|
125,396
|
|
||
Furniture and office equipment
|
3-10
|
|
|
89,560
|
|
|
92,281
|
|
||
Construction in progress
|
—
|
|
|
47,260
|
|
|
63,825
|
|
||
|
|
|
887,815
|
|
|
852,578
|
|
|||
Less: Accumulated depreciation and amortization
|
|
|
(451,160
|
)
|
|
(409,634
|
)
|
|||
Property, plant and equipment, net
|
|
|
$
|
436,655
|
|
|
$
|
442,944
|
|
|
|
|
Equity investments
as of December 31,
|
|
Share of income (loss)
for the years ended December 31,
|
|||||||||||||||||
($ in thousands)
|
Ownership
Percentage
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
PreAnalytiX GmbH
|
50.00
|
%
|
|
$
|
3,519
|
|
|
$
|
10,627
|
|
|
$
|
3,067
|
|
|
$
|
1,878
|
|
|
$
|
3,577
|
|
Biotype Innovation GmbH
|
24.90
|
%
|
|
3,339
|
|
|
3,775
|
|
|
(335
|
)
|
|
(595
|
)
|
|
—
|
|
|||||
Pyrobett
|
19.00
|
%
|
|
2,444
|
|
|
2,111
|
|
|
333
|
|
|
(600
|
)
|
|
(539
|
)
|
|||||
Hombrechtikon Systems Engineering AG
|
19.00
|
%
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
QIAGEN (Suzhou) Institute of Translation Research Co., Ltd.
|
30.00
|
%
|
|
—
|
|
|
203
|
|
|
(244
|
)
|
|
(107
|
)
|
|
(409
|
)
|
|||||
QIAGEN Finance
|
100.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
147
|
|
|||||
QBM Cell Science
|
19.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Dx Assays Pte Ltd
|
33.30
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
710
|
|
|||||
|
|
|
$
|
10,826
|
|
|
$
|
16,716
|
|
|
$
|
2,821
|
|
|
$
|
661
|
|
|
$
|
3,484
|
|
|
|
|
2016
|
|
2015
|
||||||||||||
(in thousands)
|
Weighted Average Life
(in years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Patent and license rights
|
10.61
|
|
$
|
373,609
|
|
|
$
|
(233,406
|
)
|
|
$
|
338,175
|
|
|
$
|
(205,880
|
)
|
Developed technology
|
10.64
|
|
708,825
|
|
|
(469,312
|
)
|
|
693,294
|
|
|
(409,374
|
)
|
||||
Customer base, trademarks, and non-compete agreements
|
10.71
|
|
422,797
|
|
|
(245,354
|
)
|
|
432,036
|
|
|
(211,830
|
)
|
||||
|
10.65
|
|
$
|
1,505,231
|
|
|
$
|
(948,072
|
)
|
|
$
|
1,463,505
|
|
|
$
|
(827,084
|
)
|
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
$
|
1,925,518
|
|
|
|
|
$
|
1,875,698
|
|
|
|
(in thousands)
|
Intangibles
|
|
Goodwill
|
||||
BALANCE AT DECEMBER 31, 2014
|
$
|
726,914
|
|
|
$
|
1,887,963
|
|
Additions
|
45,575
|
|
|
—
|
|
||
Purchase adjustments
|
(8,200
|
)
|
|
1,656
|
|
||
Acquisitions
|
31,412
|
|
|
37,084
|
|
||
Amortization
|
(131,953
|
)
|
|
—
|
|
||
Impairment losses
|
(205
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
(27,122
|
)
|
|
(51,005
|
)
|
||
BALANCE AT DECEMBER 31, 2015
|
$
|
636,421
|
|
|
$
|
1,875,698
|
|
Additions
|
70,937
|
|
|
76,807
|
|
||
Purchase adjustments
|
(321
|
)
|
|
316
|
|
||
Acquisitions
|
23,700
|
|
|
—
|
|
||
Amortization
|
(137,949
|
)
|
|
—
|
|
||
Disposals
|
(29
|
)
|
|
(2,650
|
)
|
||
Impairment losses
|
(21,423
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
(14,177
|
)
|
|
(24,653
|
)
|
||
BALANCE AT DECEMBER 31, 2016
|
$
|
557,159
|
|
|
$
|
1,925,518
|
|
(in thousands)
|
Amortization
|
||
Years ended December 31:
|
|
||
2017
|
$
|
128,561
|
|
2018
|
$
|
106,175
|
|
2019
|
$
|
84,389
|
|
2020
|
$
|
59,125
|
|
2021
|
$
|
50,845
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Accrued expenses
|
$
|
74,245
|
|
|
$
|
51,784
|
|
Payroll and related accruals
|
54,772
|
|
|
52,036
|
|
||
Deferred revenue
|
44,629
|
|
|
49,812
|
|
||
Restructuring
|
27,590
|
|
|
4,144
|
|
||
Accrued royalties
|
7,801
|
|
|
13,786
|
|
||
Cash collateral
|
6,984
|
|
|
7,826
|
|
||
Fair value of derivative instruments
|
6,089
|
|
|
525
|
|
||
Accrued interest on long-term debt
|
4,239
|
|
|
4,239
|
|
||
Accrued contingent consideration and milestone payments
|
2,957
|
|
|
6,995
|
|
||
Current portion of capital lease obligations
|
999
|
|
|
922
|
|
||
Total accrued and other current liabilities
|
$
|
230,305
|
|
|
$
|
192,069
|
|
|
Derivatives in Asset Positions
Fair value
|
|
Derivatives in Liability Positions
Fair value
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivative instruments designated as hedges
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
(1)
|
$
|
6,655
|
|
|
$
|
12,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative instruments designated as hedges
|
$
|
6,655
|
|
|
$
|
12,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undesignated derivative instruments
|
|
|
|
|
|
|
|
||||||||
Call spread overlay
|
$
|
185,750
|
|
|
$
|
169,037
|
|
|
$
|
(187,546
|
)
|
|
$
|
(170,951
|
)
|
Foreign exchange contracts
|
3,154
|
|
|
1,393
|
|
|
(6,089
|
)
|
|
(525
|
)
|
||||
Total derivative instruments
|
$
|
188,904
|
|
|
$
|
170,430
|
|
|
$
|
(193,635
|
)
|
|
$
|
(171,476
|
)
|
Year-Ended December 31, 2016 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
gain/loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(3,969
|
)
|
|
Other expense, net
|
|
$
|
(6,228
|
)
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
(1,930
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
118
|
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
(6,072
|
)
|
|||||
|
|
|
|
|
|
|
|
$
|
(5,954
|
)
|
Year-Ended December 31, 2015 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
(gain) loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
5,337
|
|
|
Other expense, net
|
|
$
|
(5,273
|
)
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
1,691
|
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
(171
|
)
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
21,434
|
|
|||||
|
|
|
|
|
|
|
|
$
|
21,263
|
|
Year-Ended December 31, 2014 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
(gain) loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
3,294
|
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
(1,743
|
)
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
61,713
|
|
||||
|
|
|
|
|
|
|
|
$
|
59,970
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments
|
$
|
3,699
|
|
|
$
|
89,300
|
|
|
$
|
—
|
|
|
$
|
92,999
|
|
|
$
|
3,674
|
|
|
$
|
127,143
|
|
|
$
|
—
|
|
|
$
|
130,817
|
|
Marketable securities
|
4,064
|
|
|
—
|
|
|
—
|
|
|
4,064
|
|
|
3,485
|
|
|
—
|
|
|
—
|
|
|
3,485
|
|
||||||||
Call option
|
—
|
|
|
185,750
|
|
|
—
|
|
|
185,750
|
|
|
—
|
|
|
169,037
|
|
|
—
|
|
|
169,037
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
3,154
|
|
|
—
|
|
|
3,154
|
|
|
—
|
|
|
1,393
|
|
|
—
|
|
|
1,393
|
|
||||||||
Interest rate contracts
|
—
|
|
|
6,655
|
|
|
—
|
|
|
6,655
|
|
|
—
|
|
|
12,687
|
|
|
—
|
|
|
12,687
|
|
||||||||
|
$
|
7,763
|
|
|
$
|
284,859
|
|
|
$
|
—
|
|
|
$
|
292,622
|
|
|
$
|
7,159
|
|
|
$
|
310,260
|
|
|
$
|
—
|
|
|
$
|
317,419
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(6,089
|
)
|
|
$
|
—
|
|
|
$
|
(6,089
|
)
|
|
$
|
—
|
|
|
$
|
(525
|
)
|
|
$
|
—
|
|
|
$
|
(525
|
)
|
Cash conversion option
|
—
|
|
|
(187,546
|
)
|
|
—
|
|
|
(187,546
|
)
|
|
—
|
|
|
(170,951
|
)
|
|
—
|
|
|
(170,951
|
)
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
(8,754
|
)
|
|
(8,754
|
)
|
|
—
|
|
|
—
|
|
|
(17,678
|
)
|
|
(17,678
|
)
|
||||||||
|
$
|
—
|
|
|
$
|
(193,635
|
)
|
|
$
|
(8,754
|
)
|
|
$
|
(202,389
|
)
|
|
$
|
—
|
|
|
$
|
(171,476
|
)
|
|
$
|
(17,678
|
)
|
|
$
|
(189,154
|
)
|
(in thousands)
|
|
Contingent Consideration
|
||
BALANCE AT DECEMBER 31, 2014
|
|
$
|
(17,477
|
)
|
Additions from acquisitions
|
|
(5,476
|
)
|
|
Gain included in earnings
|
|
5,225
|
|
|
Foreign currency translation adjustments
|
|
50
|
|
|
BALANCE AT DECEMBER 31, 2015
|
|
$
|
(17,678
|
)
|
Additions
|
|
(692
|
)
|
|
Payments
|
|
3,120
|
|
|
Gain included in earnings
|
|
6,501
|
|
|
Foreign currency translation adjustments
|
|
(5
|
)
|
|
BALANCE AT DECEMBER 31, 2016
|
|
$
|
(8,754
|
)
|
(in thousands)
|
2016
|
|
2015
|
||||
3.19% Series A Senior Notes due October 16, 2019
|
$
|
73,408
|
|
|
$
|
73,790
|
|
3.75% Series B Senior Notes due October 16, 2022
|
301,601
|
|
|
302,943
|
|
||
3.90% Series C Senior Notes due October 16, 2024
|
26,910
|
|
|
26,898
|
|
||
0.375% Senior Unsecured Cash Convertible Notes due 2019
|
402,806
|
|
|
391,111
|
|
||
0.875% Senior Unsecured Cash Convertible Notes due 2021
|
262,371
|
|
|
254,284
|
|
||
Total long-term debt
|
$
|
1,067,096
|
|
|
$
|
1,049,026
|
|
Year ending December 31,
|
(in thousands)
|
||
2017
|
$
|
—
|
|
2018
|
—
|
|
|
2019
|
476,214
|
|
|
2020
|
—
|
|
|
2021
|
262,371
|
|
|
thereafter
|
328,511
|
|
|
|
$
|
1,067,096
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on
March 31, 2014
(and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (whether or not consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
if we undergo certain fundamental changes as defined in the agreement;
|
•
|
during the
five
business day period immediately after any
ten
consecutive trading day period in which the quoted price for the
2019
Notes or the 2021 Notes for each trading day of the measurement period was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
|
•
|
if we elect to distribute assets or property to all or substantially all of the holders of our common stock and those assets or other property have a value of more than
25%
of the average daily volume-weighted average trading price of our common stock for the prior
20
consecutive trading days;
|
•
|
if we elect to redeem the Cash Convertible Notes; or
|
•
|
if we experience certain customary events of default, including defaults under certain other indebtedness.
|
|
|
Year-Ended December 31
|
||||||
(in thousands)
|
|
2016
|
|
2015
|
||||
Coupon interest
|
|
$
|
4,238
|
|
|
$
|
4,238
|
|
Amortization of original issuance discount
|
|
17,503
|
|
|
16,935
|
|
||
Amortization of debt issuance costs
|
|
2,279
|
|
|
2,220
|
|
||
Total interest expense related to the Cash Convertible Notes
|
|
$
|
24,020
|
|
|
$
|
23,393
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Pretax income in The Netherlands
|
$
|
20,695
|
|
|
$
|
1,310
|
|
|
$
|
(4,931
|
)
|
Pretax income from foreign operations
|
36,213
|
|
|
134,993
|
|
|
124,320
|
|
|||
|
$
|
56,908
|
|
|
$
|
136,303
|
|
|
$
|
119,389
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current—The Netherlands
|
$
|
6,043
|
|
|
$
|
973
|
|
|
$
|
936
|
|
—Foreign
|
36,536
|
|
|
41,862
|
|
|
41,667
|
|
|||
|
42,579
|
|
|
42,835
|
|
|
42,603
|
|
|||
Deferred—The Netherlands
|
188
|
|
|
250
|
|
|
317
|
|
|||
—Foreign
|
(66,162
|
)
|
|
(36,684
|
)
|
|
(40,464
|
)
|
|||
|
(65,974
|
)
|
|
(36,434
|
)
|
|
(40,147
|
)
|
|||
Total income tax expense (benefit)
|
$
|
(23,395
|
)
|
|
$
|
6,401
|
|
|
$
|
2,456
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Income taxes at The Netherlands statutory rate
|
$
|
14,227
|
|
|
25.0
|
%
|
|
$
|
34,076
|
|
|
25.0
|
%
|
|
$
|
29,847
|
|
|
25.0
|
%
|
Taxation of foreign operations, net
(1)
|
(43,265
|
)
|
|
(76.0
|
)
|
|
(36,407
|
)
|
|
(26.7
|
)
|
|
(29,958
|
)
|
|
(25.1
|
)
|
|||
Tax impact from non-deductible items
|
5,938
|
|
|
10.4
|
|
|
14,219
|
|
|
10.4
|
|
|
10,263
|
|
|
8.6
|
|
|||
Tax impact from tax-exempt income
(2)
|
(3,331
|
)
|
|
(5.9
|
)
|
|
(5,810
|
)
|
|
(4.3
|
)
|
|
(2,589
|
)
|
|
(2.2
|
)
|
|||
Tax contingencies, net
|
1,761
|
|
|
3.1
|
|
|
1,163
|
|
|
0.9
|
|
|
4,409
|
|
|
3.7
|
|
|||
Taxes due to changes in tax rates
|
399
|
|
|
0.7
|
|
|
(836
|
)
|
|
(0.6
|
)
|
|
330
|
|
|
0.3
|
|
|||
Government incentives and other deductions
(3)
|
(2,543
|
)
|
|
(4.5
|
)
|
|
(2,754
|
)
|
|
(2.0
|
)
|
|
(8,617
|
)
|
|
(7.2
|
)
|
|||
Prior year taxes
|
1,411
|
|
|
2.5
|
|
|
(1,201
|
)
|
|
(0.9
|
)
|
|
(1,950
|
)
|
|
(1.6
|
)
|
|||
Valuation allowance
|
1,521
|
|
|
2.7
|
|
|
3,450
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|||
Other items, net
|
487
|
|
|
0.9
|
|
|
501
|
|
|
0.4
|
|
|
721
|
|
|
0.6
|
|
|||
Total income tax expense (benefit)
|
$
|
(23,395
|
)
|
|
(41.1
|
)%
|
|
$
|
6,401
|
|
|
4.7
|
%
|
|
$
|
2,456
|
|
|
2.1
|
%
|
(in thousands)
|
Unrecognized Tax Benefits
|
||
BALANCE AT DECEMBER 31, 2014
|
$
|
16,002
|
|
Additions based on tax positions related to the current year
|
2,018
|
|
|
Additions for tax positions of prior years
|
2,640
|
|
|
Settlements with taxing authorities
|
(2,988
|
)
|
|
Reductions due to lapse of statute of limitations
|
(747
|
)
|
|
Decrease from currency translation
|
(190
|
)
|
|
BALANCE AT DECEMBER 31, 2015
|
$
|
16,735
|
|
Additions based on tax positions related to the current year
|
4,218
|
|
|
Additions for tax positions of prior years
|
5,162
|
|
|
Decrease for tax position of prior years
|
(6,796
|
)
|
|
Settlements with taxing authorities
|
—
|
|
|
Reductions due to lapse of statute of limitations
|
(288
|
)
|
|
Decrease from currency translation
|
(737
|
)
|
|
BALANCE AT DECEMBER 31, 2016
|
$
|
18,294
|
|
|
2016
|
|
2015
|
||||||||||||
(in thousands)
|
Deferred
Tax Assets
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Assets
|
|
Deferred
Tax Liability
|
||||||||
Net operating loss carryforwards
|
$
|
46,627
|
|
|
$
|
—
|
|
|
$
|
25,771
|
|
|
$
|
—
|
|
Accrued and other current liabilities
|
24,663
|
|
|
—
|
|
|
22,648
|
|
|
—
|
|
||||
Inventories
|
2,919
|
|
|
(1,567
|
)
|
|
2,394
|
|
|
(1,060
|
)
|
||||
Allowance for bad debts
|
1,060
|
|
|
(451
|
)
|
|
1,121
|
|
|
(465
|
)
|
||||
Currency revaluation
|
3,474
|
|
|
(73
|
)
|
|
934
|
|
|
(132
|
)
|
||||
Property, plant and equipment
|
2,096
|
|
|
(19,733
|
)
|
|
1,859
|
|
|
(27,854
|
)
|
||||
Capital lease
|
830
|
|
|
—
|
|
|
1,793
|
|
|
—
|
|
||||
Tax credit carryforwards
|
915
|
|
|
—
|
|
|
1,110
|
|
|
—
|
|
||||
Unremitted profits and earnings
|
—
|
|
|
(923
|
)
|
|
—
|
|
|
(902
|
)
|
||||
Intangible assets
|
586
|
|
|
(137,682
|
)
|
|
272
|
|
|
(150,594
|
)
|
||||
Share-based compensation
|
20,282
|
|
|
—
|
|
|
20,841
|
|
|
—
|
|
||||
Deferred interest deductions
|
76,793
|
|
|
—
|
|
|
54,307
|
|
|
—
|
|
||||
Convertible debt
|
12,313
|
|
|
—
|
|
|
13,765
|
|
|
—
|
|
||||
Other
|
2,652
|
|
|
(1,507
|
)
|
|
2,080
|
|
|
(1,154
|
)
|
||||
|
195,210
|
|
|
(161,936
|
)
|
|
148,895
|
|
|
(182,161
|
)
|
||||
Valuation allowance
|
(5,511
|
)
|
|
—
|
|
|
(3,703
|
)
|
|
—
|
|
||||
|
$
|
189,699
|
|
|
$
|
(161,936
|
)
|
|
$
|
145,192
|
|
|
$
|
(182,161
|
)
|
Net deferred tax assets (liabilities)
|
|
|
$
|
27,763
|
|
|
|
|
$
|
(36,969
|
)
|
(in thousands)
|
2016
|
|
2015
|
||||
Net unrealized (loss) gain on hedging contracts, net of tax
|
$
|
(7,600
|
)
|
|
$
|
48
|
|
Net unrealized (loss) gain on marketable securities, net of tax
|
(156
|
)
|
|
1,215
|
|
||
Net unrealized loss on pension, net of tax
|
(1,498
|
)
|
|
(2,148
|
)
|
||
Foreign currency effects from intercompany long-term investment transactions, net of tax of $7.7 million and $7.4 million in 2016 and 2015, respectively
|
(15,901
|
)
|
|
(15,497
|
)
|
||
Foreign currency translation adjustments
|
(308,684
|
)
|
|
(242,774
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(333,839
|
)
|
|
$
|
(259,156
|
)
|
|
Years ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to the owners of QIAGEN N.V.
|
$
|
80,404
|
|
|
$
|
130,148
|
|
|
$
|
116,365
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income per common share
|
234,800
|
|
|
233,483
|
|
|
232,644
|
|
|||
Dilutive effect of stock options and restrictive stock units
|
4,193
|
|
|
5,028
|
|
|
4,841
|
|
|||
Dilutive effect of outstanding warrants
|
—
|
|
|
136
|
|
|
5,321
|
|
|||
Weighted average number of common shares used to compute diluted net income per common share
|
238,993
|
|
|
238,647
|
|
|
242,806
|
|
|||
Outstanding options and awards having no dilutive effect, not included in above calculation
|
210
|
|
|
37
|
|
|
422
|
|
|||
Outstanding warrants having no dilutive effect, not included in above calculation
|
25,800
|
|
|
26,071
|
|
|
32,505
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
Diluted earnings per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.34
|
|
|
$
|
0.55
|
|
|
$
|
0.48
|
|
(in thousands)
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
$
|
1,114
|
|
|
$
|
13,338
|
|
2018
|
1,534
|
|
|
9,292
|
|
||
2019
|
59
|
|
|
6,121
|
|
||
2020
|
12
|
|
|
3,752
|
|
||
2021
|
—
|
|
|
3,409
|
|
||
Thereafter
|
—
|
|
|
2,690
|
|
||
|
2,719
|
|
|
$
|
38,602
|
|
|
Less: Amount representing interest
|
(164
|
)
|
|
|
|||
|
2,555
|
|
|
|
|||
Less: Current portion
|
(999
|
)
|
|
|
|||
Long-term portion
|
$
|
1,556
|
|
|
|
(in thousands)
|
Purchase
Commitments
|
|
License & Royalty
Commitments
|
||||
2017
|
$
|
61,643
|
|
|
$
|
15,969
|
|
2018
|
19,824
|
|
|
11,562
|
|
||
2019
|
12,257
|
|
|
10,702
|
|
||
2020
|
891
|
|
|
10,438
|
|
||
2021
|
661
|
|
|
8,066
|
|
||
Thereafter
|
—
|
|
|
8,765
|
|
||
|
$
|
95,276
|
|
|
$
|
65,502
|
|
As of December 31, 2015 (in thousands)
|
|
|
|
|
|
||||||
Consolidated Balance Sheet
|
As Reported
|
|
Change in Attribution Method
|
|
As Adjusted
|
||||||
Long-term deferred income taxes
|
$
|
75,726
|
|
|
$
|
(6,116
|
)
|
|
$
|
69,610
|
|
Additional paid-in capital
|
$
|
1,741,167
|
|
|
$
|
24,428
|
|
|
$
|
1,765,595
|
|
Retained earnings
|
$
|
1,227,509
|
|
|
$
|
(18,312
|
)
|
|
$
|
1,209,197
|
|
Year-Ended December 31, 2015 (in thousands, except per share data)
|
|
|
|
|
|
||||||
Consolidated Statements of income
|
As Reported
|
|
Change in Attribution Method
|
|
As Adjusted
|
||||||
Cost of sales
|
$
|
454,611
|
|
|
$
|
(283
|
)
|
|
$
|
454,328
|
|
Research and development
|
$
|
147,180
|
|
|
$
|
(350
|
)
|
|
$
|
146,830
|
|
Sales and marketing
|
$
|
360,962
|
|
|
$
|
(1,364
|
)
|
|
$
|
359,598
|
|
General and administrative, integration and other
|
$
|
103,874
|
|
|
$
|
(1,808
|
)
|
|
$
|
102,066
|
|
|
|
|
|
|
|
||||||
Income before income taxes
|
$
|
132,498
|
|
|
$
|
3,805
|
|
|
$
|
136,303
|
|
Income taxes
|
5,641
|
|
|
760
|
|
|
6,401
|
|
|||
Net income
|
126,857
|
|
|
3,045
|
|
|
129,902
|
|
|||
Net (loss) income attributable to noncontrolling interest
|
(246
|
)
|
|
—
|
|
|
(246
|
)
|
|||
Net income attributable to the owners of QIAGEN N.V.
|
$
|
127,103
|
|
|
$
|
3,045
|
|
|
$
|
130,148
|
|
Basic net income per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.54
|
|
|
$
|
0.02
|
|
|
$
|
0.56
|
|
Diluted net income per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.54
|
|
|
$
|
0.01
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
233,483
|
|
|
—
|
|
|
233,483
|
|
|||
Diluted
|
237,158
|
|
|
1,489
|
|
|
238,647
|
|
Year-Ended December 31, 2014 (in thousands, except per share data)
|
|
|
|
|
|
||||||
Consolidated Statements of income
|
As Reported
|
|
Change in Attribution Method
|
|
As Adjusted
|
||||||
Cost of sales
|
$
|
479,839
|
|
|
$
|
(269
|
)
|
|
$
|
479,570
|
|
Research and development
|
$
|
163,627
|
|
|
$
|
39
|
|
|
$
|
163,666
|
|
Sales and marketing
|
$
|
376,873
|
|
|
$
|
(732
|
)
|
|
$
|
376,141
|
|
General and administrative, integration and other
|
$
|
126,550
|
|
|
$
|
87
|
|
|
$
|
126,637
|
|
|
|
|
|
|
|
||||||
Income before income taxes
|
$
|
118,514
|
|
|
$
|
875
|
|
|
$
|
119,389
|
|
Income taxes
|
1,312
|
|
|
1,144
|
|
|
2,456
|
|
|||
Net income
|
117,202
|
|
|
(269
|
)
|
|
116,933
|
|
|||
Net (loss) income attributable to noncontrolling interest
|
568
|
|
|
—
|
|
|
568
|
|
|||
Net income attributable to the owners of QIAGEN N.V.
|
$
|
116,634
|
|
|
$
|
(269
|
)
|
|
$
|
116,365
|
|
Basic net income per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.50
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
Diluted net income per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
232,644
|
|
|
—
|
|
|
232,644
|
|
|||
Diluted
|
241,538
|
|
|
1,268
|
|
|
242,806
|
|
All Employee Options
|
Number of
Shares (in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding at January 1, 2016
|
1,821
|
|
|
$
|
19.37
|
|
|
|
|
|
||
Exercised
|
(354
|
)
|
|
$
|
17.66
|
|
|
|
|
|
||
Forfeited
|
(3
|
)
|
|
$
|
18.68
|
|
|
|
|
|
||
Expired
|
(25
|
)
|
|
$
|
16.21
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
1,439
|
|
|
$
|
19.84
|
|
|
3.85
|
|
$
|
11,762
|
|
Vested at December 31, 2016
|
1,439
|
|
|
$
|
19.84
|
|
|
3.85
|
|
$
|
11,762
|
|
Vested and expected to vest at December 31, 2016
|
1,439
|
|
|
$
|
19.84
|
|
|
3.85
|
|
$
|
11,762
|
|
Stock Units
|
Stock
Units (in thousands)
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||
Outstanding at January 1, 2016
|
8,956
|
|
|
|
|
|
||
Granted
|
2,942
|
|
|
|
|
|
||
Vested
|
(1,200
|
)
|
|
|
|
|
||
Forfeited
|
(500
|
)
|
|
|
|
|
||
Outstanding at December 31, 2016
|
10,198
|
|
|
2.43
|
|
$
|
285,311
|
|
Vested and expected to vest at December 31, 2016
|
8,886
|
|
|
2.30
|
|
$
|
248,989
|
|
Compensation Expense (in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
2,553
|
|
|
$
|
2,177
|
|
|
$
|
2,809
|
|
Research and development
|
4,735
|
|
|
5,686
|
|
|
6,696
|
|
|||
Sales and marketing
|
4,824
|
|
|
4,815
|
|
|
9,086
|
|
|||
General and administrative
|
16,176
|
|
|
11,083
|
|
|
25,709
|
|
|||
Share-based compensation expense
|
28,288
|
|
|
23,761
|
|
|
44,300
|
|
|||
Less: income tax benefit
|
6,223
|
|
|
5,751
|
|
|
8,541
|
|
|||
Net share-based compensation expense
|
$
|
22,065
|
|
|
$
|
18,010
|
|
|
$
|
35,759
|
|
|
As of December 31,
|
|
For the years ended December 31,
|
||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net sales
|
—
|
|
|
—
|
|
|
$
|
1,360
|
|
|
$
|
418
|
|
|
$
|
1,567
|
|
||
Reimbursements against research and development costs
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,032
|
|
|
—
|
|
||||
Accounts receivable
|
$
|
1,302
|
|
|
$
|
1,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loans receivable, including interest
|
$
|
13,067
|
|
|
$
|
7,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
$
|
391
|
|
|
$
|
471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accrued and other current liabilities
|
$
|
3,926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other long-term liabilities
|
$
|
5,889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(in thousands)
|
Balance at
Beginning of
Year
|
|
Provision
Charged to
Expense
|
|
Write-Offs
|
|
Foreign
Exchange
and Other
|
|
Balance at
End of Year
|
||||||||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
10,683
|
|
|
$
|
1,363
|
|
|
$
|
(2,263
|
)
|
|
$
|
(936
|
)
|
|
$
|
8,847
|
|
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
8,847
|
|
|
$
|
2,093
|
|
|
$
|
(2,022
|
)
|
|
$
|
(1,663
|
)
|
|
$
|
7,255
|
|
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7,255
|
|
|
$
|
2,135
|
|
|
$
|
(1,642
|
)
|
|
$
|
(134
|
)
|
|
$
|
7,614
|
|
|
1.1.
|
The name of the company is:
QIAGEN N.V.
|
1.2.
|
The company is established at Venlo, the Netherlands.
|
a.
|
to incorporate, acquire, participate in, finance, manage and to have any other interest in other companies or enterprises of any nature;
|
b.
|
to perform activities in the field of the biotechnology industry;
|
c.
|
to raise funds by way of securities, bank loans, bond issues, notes and to borrow in any other way, to lend, to provide guarantees, including guarantees for debts of other persons, to assume commitments in the name of any enterprises with which it may be associated within a group of companies,
|
3.1.
|
The authorised capital of the company amounts to nine million euro (EUR 9,000,000), divided into four hundred and ten million (410,000,000) ordinary shares of one eurocent (EUR 0.01) each, forty million (40,000,000) financing preference shares of one eurocent (EUR 0.01) each and four hundred and fifty million (450,000,000) preference shares of one eurocent (EUR 0.01) each.
|
3.2.
|
Where in these articles of association reference is made to shares and shareholders it shall include respectively the ordinary shares, the financing preference shares and the preference shares and the holders of ordinary shares, the holders of financing preference shares and the holders of preference shares unless the contrary is expressly stated.
|
4.1.
|
The supervisory board shall have the power to resolve upon the issue of shares and to determine the price and further terms and conditions of such share issue, if and in so far as the supervisory board has been designated by the
|
|
|
2
|
|
4.2.
|
If a designation as referred to in paragraph 1 is not in force, the general meeting of shareholders shall have power to resolve upon the issue of shares, but only upon the proposal of and for a price and against such further terms and conditions to be determined by the supervisory board.
|
4.3.
|
In the event of an issue of ordinary shares, the shareholders shall have a pre-emptive right in proportion to the number of ordinary shares which they own. Holders of preference shares and holders of financing preference shares shall have no pre-emptive right in respect of shares to be issued. Holders of ordinary shares shall have no pre-emptive right in respect of preference shares or financing preference shares to be issued. In respect of the issue of shares there shall be no pre-emptive right to shares issued against a contribution other than in cash or issued to employees of the company or of a group company. The supervisory board shall have the power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only if and in so far as it has been granted such authority by the general meeting, and provided further that the supervisory board can only exercise such authority if at that time it also has authority to resolve upon the issue of shares. The provisions in the second sentence of paragraph 1 of this article shall equally apply.
|
4.4.
|
If a designation as referred to in paragraph 3 is not in force, the general meeting shall have power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only upon the proposal of the supervisory board.
|
4.5.
|
A resolution by the general meeting in accordance with paragraph 3 or 4 of this article requires in order to be validly adopted a majority of at least two-thirds of the votes cast in a meeting of shareholders if less than fifty per cent (50%) of the issued share capital is present or represented.
|
4.6.
|
A previous or simultaneous approving resolution of each group of holders of shares of the same class whose rights are prejudiced by such issue shall be required for the validity of a resolution of the general meeting to issue shares or to designate the supervisory board as referred to above.
|
4.7.
|
This article 4 shall equally apply to the granting of rights to subscribe for shares, but shall not apply to the issue of shares to a person who exercises a previously acquired right to subscribe for shares, in which case no pre-emptive right exists.
|
4.8.
|
A resolution to issue preference shares shall only be valid in the event that:
|
|
|
3
|
|
|
|
4
|
|
4.9.
|
A resolution to grant a right to subscribe for preference shares shall only be valid if the exercise of such right is subject to an event as described in paragraph 8.
|
4.10.
|
All notifications to shareholders must be made in accordance with the provisions relating to the convening of a general meeting as set out in article 30, paragraph 2.
|
5.1.
|
Without prejudice to what has been provided in section 2:80.2 Civil Code, shares shall at no time be issued below par. Ordinary shares and financing preference shares must be fully paid up upon issue.
|
5.2.
|
The managing board may with the approval of the supervisory board resolve on which day and up to which amount a further call must be paid on preference shares which have not yet been paid up in full. The managing board shall give immediate notice of such resolution to the holders of preference shares; the period intervening between that notice and the day, on which the call must have been paid, must be at least thirty days.
|
5.3.
|
Payment must be made in cash to the extent that no other contribution has been agreed upon. If the company so agrees, payment in cash can be made in a currency other than Dutch currency.
|
|
|
5
|
|
8.1.
|
Shares shall be issued in registered form only and shall be numbered consecutively, the ordinary shares from 1 onwards, the preference shares from P1 onwards and the financing preference shares from F1 onwards.
|
8.2.
|
No share certificates shall be issued for shares.
|
10.1.
|
Notwithstanding the applicable statutory provisions in respect of registered shares, a share register shall be kept by or on behalf of the company, which register shall be regularly updated and, at the discretion of the managing board, may, in whole or in part, be kept in more than one copy and at more than one address.
|
10.2.
|
Each shareholder's name, his address and such further information as required by law and such further information as the managing board deems appropriate, whether at the request of a shareholder or not, shall be recorded in the register.
|
10.3.
|
The form and the contents of the register shall be determined by the managing board with due observance of the provisions of paragraphs 1 and 2 of this article.
|
10.4.
|
Upon his request a shareholder shall be provided with written evidence of the contents of the register with regard to the shares registered in his name free of charge, and the statement so issued may be validly signed on behalf of the company by a person to be designated for that purpose by the managing board.
|
10.5.
|
The provisions of paragraphs 1 up to and including 4 of this article shall equally apply to persons who hold a right of usufruct or a right of pledge on one or more shares.
|
10.6.
|
The managing board and supervisory board shall have power and authority to permit inspection of the register and to provide information recorded therein as well as any other information regarding the direct or indirect shareholding of a shareholder of which the company has been notified by that shareholder to the authorities entrusted with the supervision and/or implementation of the trading of securities on a foreign stock exchange on behalf of the company and its shareholders, in order to comply with applicable foreign statutory provisions or applicable provisions set by such foreign stock exchange, if and to the extent such requirements apply to the company and its shareholders as a result of the listing of shares in the share capital of the company on such stock exchange or the registration of such shares or the registration of an offering of such shares under applicable foreign securities laws.
|
|
|
6
|
|
10.7.
|
Any shareholder shall, upon written request, have the right during the usual hours for business to inspect the company's share register and a list of its shareholders and their addresses and shareholdings, and to make copies or extracts therefrom. The request shall be directed to the managing directors of the company at its registered office in the Netherlands or at its principal place of business.
|
11.1.
|
Each ordinary share consists of twenty-seven (27) fractional shares. Each fractional share represents one/twenty-seventh (1/27
e
) portion of the value of an ordinary share.
|
11.2.
|
Every fractional share shall be in registered form.
|
11.3.
|
Without prejudice to the other provisions of this article 11, the provisions of Title 4 of Book 2 of the Dutch Civil Code on shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in those provisions.
|
11.4.
|
The provisions of these articles of association with respect to shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in paragraphs 5 and 6 of this article 11.
|
11.5.
|
A holder of one or more fractional shares may exercise the meeting and voting rights attaching to an ordinary share together with one or more other holders of one or more fractional shares to the extent the total number of fractional shares held by such holders of fractional shares equals twenty-seven (27) or a multiple thereof. These rights shall be exercised either by one of them who has been authorized to that effect by the others in writing, or by a proxy authorized to that effect by those holders of fractional shares in writing.
|
11.6.
|
Every holder of a fractional share is entitled to one/twenty-seventh (1/27e) part of the (interim) dividend and any other distribution to which the holder of one (1) ordinary share is entitled.
|
11.7.
|
In the event the holder of one or more fractional shares acquires such number of fractional shares that the total number of fractional shares held by him at least equals twenty-seven (27) then each time twenty-seven (27) fractional shares held by him shall by operation of law be consolidated into one (1) ordinary share; this shall be recorded in the shareholders’ register.
|
11.8.
|
One or more shares held by the company in its own share capital, can be divided into twenty-seven (27) fractional shares upon a resolution by the managing board. Fractional shares created in this way, will not be consolidated in accordance with article 11.7 as long as those fractional shares are held by the company, unless the managing board resolves to consolidate in accordance with article 11.7.
|
12.1.
|
The transfer of title to shares or the transfer of title to or a termination of a right of usufruct on shares or the creation or release of a right of usufruct or of a right of pledge on shares shall be effected by way of a written instrument of transfer, and in accordance with the (further) provisions set forth in section 2:86, or, as the case may be, section 2:86c, Civil Code.
|
12.2.
|
The provisions of paragraph 1 of this article shall equally apply to (i) the allotment of shares in the event of a judicial partition of any community of property, (ii) the transfer of a registered share as a consequence of foreclosure of a right of pledge and (iii) the creation of limited rights in rem on a registered share.
|
|
|
7
|
|
12.3.
|
Any requests made pursuant to and in accordance with the provisions of article 10 and this article 12 may be sent to the company at such address(es) as to be determined by the managing board, at all times including an address in the municipality or city where a stock exchange on which shares in the share capital of the company are listed has its principal place of business.
|
12.4.
|
The company is authorized to charge such amounts as may be determined by the managing board provided they do not exceed cost price, to persons who have made a request pursuant to and in accordance with the provisions of article 10 and this article 12.
|
13.1.
|
Each transfer of preference shares shall require the approval of the supervisory board. The approval shall be applied for in writing, stating the name and address of the intended transferee, as well as the price or other consideration which the intended transferee is willing to pay or give.
|
13.2.
|
If the approval is refused, the supervisory board shall at the same time designate one or more prospective purchasers who are willing and able to purchase all the shares to which the request for approval relates, against cash payment at a price to be fixed mutually by the transferor and the supervisory board within two months following such designation.
|
13.3.
|
If, within three months of receipt by the company of the request to approve the intended transfer, the transferor has not received a written notice to that end from the company or due written refusal to approve the transfer was not simultaneously accompanied by the designation of one or more prospective purchasers as referred to in paragraph 2, the approval to transfer shall be deemed granted following expiry of said period or upon receipt of the notice of refusal.
|
13.4.
|
If the transferor and the supervisory board have failed to reach agreement on the price meant in paragraph 2 within two months of the refusal of the approval, such price shall be fixed by an expert, to be designated by the transferor and the managing board by mutual agreement or, failing agreement about that within three months following the refusal of the approval, by the President of the Chamber of Commerce and Industry in the district in which the Company has its corporate seat according to its articles of association, at the request of the party who is first to take action.
|
13.5.
|
The transferor shall have the right to abandon the transfer, provided he so notifies the managing board in writing within one month of his being informed of both the name of the designated prospective purchaser(s) and the fixed price.
|
13.6.
|
In the event of approval of the transfer in the sense of paragraph 1 or paragraph 3 the transferor shall be entitled to transfer all shares, to which his request relates, to the purchaser mentioned in the request at the price or consideration mentioned by him, referred to in paragraph 1 of this article.
|
13.7.
|
The costs connected with the transfer for the Company may be charged to the new transferee.
|
14.1.
|
The usufructuary, who in conformity with the provisions of section 2:88, Civil Code has no right to vote, and the pledgee who in conformity with the provisions of section 2:89, Civil Code has no right to vote, shall not be entitled to the rights which by law have been conferred on holders of depositary receipts for shares issued with the cooperation of the company.
|
14.2.
|
Where in these articles of association persons are mentioned who are entitled to attend meetings of shareholders, this shall include the holders of depositary receipts for shares issued with the cooperation of the company, and persons
|
|
|
8
|
|
15.1.
|
The company shall be managed by a managing board consisting of one or more managing directors under the supervision of the supervisory board. The number of members of the managing board shall be determined by the supervisory board.
|
15.2.
|
Managing directors shall be appointed by the general meeting upon the joint meeting of the supervisory board and the managing board - hereinafter referred to as: the "
Joint Meeting
" - having made a binding nomination for each vacancy. The managing board shall invite the Joint Meeting to make a nomination within sixty days, such that for each appointment a choice can be made from at least two persons. However, the general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two thirds majority of the votes cast, if such majority represents more than half the issued share capital. A second general meeting as referred to in article 2:120, paragraph 3 Civil Code may not be convened.
|
15.3.
|
With due observance of these articles of association, the supervisory board may adopt a "directiereglement" (rules governing the internal organisation, hereinafter the "management rules") and the supervisory board shall have authority to amend the management rules from time to time.
|
15.4.
|
The company has a policy in the area of remuneration of the managing board. The policy will be adopted by the general meeting upon a proposal of the supervisory board.
|
16.1.
|
The general meeting shall at all times be entitled to suspend or dismiss a managing director. The general meeting may only adopt a resolution to suspend or dismiss a managing director by at least a two thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the Joint Meeting in which case a simple majority is sufficient.
|
16.2.
|
The supervisory board shall also at all times be entitled to suspend (but not to dismiss) a managing director. Within three months after a suspension of a managing director has taken effect, a general meeting of shareholders shall be
|
|
|
9
|
|
17.1.
|
The entire managing board as well as each managing director acting individually may represent the company and bind it vis-a-vis third parties.
|
17.2.
|
The managing board may grant special and general powers of attorney to persons, whether or not such persons are employed by the company, authorizing them to represent the company and bind it vis-a-vis third parties. The scope and limits of such powers of attorney shall be determined by the managing board. The managing board may in addition grant to such persons such titles as it deems appropriate.
|
17.3.
|
The managing board shall have power to enter into and perform agreements and all "rechtshandelingen" (legal acts) contemplated thereby as specified in section 2:94.1, Civil Code in so far as such power is not expressly excluded or limited by any provision of these articles or by any resolution of the supervisory board.
|
18.1.
|
The supervisory board shall appoint one of the managing directors as chairman of the managing board, who shall have the title of Chief Executive Officer.
|
18.2.
|
Resolutions of the managing board shall be validly adopted, if adopted by simple majority of votes, at least one of whom so voting in favour of the proposal must be the chairman. Each managing director has the right to cast one vote. In case of absence a managing director may issue a proxy, however, only to another managing director.
|
18.3.
|
The managing board may adopt resolutions without holding a meeting, provided such resolutions are adopted in writing or by legible and reproducible electronic communications and no managing director has objected to this method of adoption of a resolution.
|
18.4.
|
A certificate signed by a managing director confirming that the managing board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.
|
18.5.
|
The management rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating managing directors can hear each other simultaneously.
|
19.1.
|
Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the prior approval of the supervisory board for any action specified from time to time by a resolution to that effect adopted by the supervisory board, of which the managing board has been informed in writing.
|
|
|
10
|
|
19.2.
|
Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the approval of the general meeting of shareholders if required by law and the provisions of these articles of association.
|
21.1.
|
The supervisory board shall be responsible for supervising the policy pursued by the managing board and the general course of affairs of the company and the business enterprise which it operates. The supervisory board shall assist the managing board with advice relating to the general policy aspects connected with the activities of the company. In fulfilling their duties the supervisory directors shall serve the interests of the company and the business enterprise which it operates.
|
21.2.
|
The managing board shall provide the supervisory board in good time with all relevant information as well as with all other information as the supervisory board may request, in connection with the exercise of its duties.
|
21.3.
|
The general meeting shall determine the compensation of the members of the supervisory board, upon the (non-binding) recommendation by the compensation committee. Expenses incurred by the supervisory directors shall be reimbursed.
|
22.1.
|
The supervisory board shall consist of such number of members as the Joint Meeting may from time to time determine, with a minimum of three members. Notwithstanding the provisions of paragraph 2 of this article the supervisory directors shall be appointed by the general meeting upon the Joint Meeting having made a binding nomination for each vacancy. Article 15, paragraph 2 applies equally. The supervisory directors appointed by the general meeting shall be appointed for the period commencing on the date following the annual general meeting which must be held by virtue of section 2:108.2, Civil Code up to and including the date of that meeting held in the following financial year.
|
22.2.
|
If during a financial year a vacancy occurs in the supervisory board, the supervisory board may appoint a supervisory director who will cease to hold office at the next following annual general meeting as referred to in the previous paragraph. The supervisory board may in such manner appoint supervisory directors up to a maximum of one third (1/3) of the number of supervisory directors as determined in accordance with paragraph 1 of this article.
|
22.3.
|
The supervisory board shall appoint one of its members as its chairman.
|
22.4.
|
Whenever a supervisory director must be appointed by the general meeting the information referred to in section 2:142.3, Civil Code shall be made available to the shareholders for their prior inspection.
|
|
|
11
|
|
23.1.
|
With due observance of these articles of association, the supervisory board may adopt a "commissarissen reglement" (rules governing the internal organisation of the supervisory board, hereinafter the "supervision rules") and it may further establish such committees as it shall deem appropriate, provided that the powers and authority of such committees are set forth in the supervision rules.
|
23.2.
|
The supervisory board may decide that one or more of its members shall have access to all premises of the company and that they shall be authorized to examine all books, correspondence and other records and to be fully informed of all actions which have taken place.
|
23.3.
|
At the expense of the company, the supervisory board may obtain such advice from experts as the supervisory board deems desirable for the proper fulfilment of its duties.
|
23.4.
|
If there is only one supervisory director in office, such supervisory director shall have all rights and obligations granted to and imposed on the supervisory board and the chairman of the supervisory board by law and by these articles of association.
|
24.1.
|
The general meeting shall at all times be entitled to suspend or dismiss a supervisory director. Article 16, paragraph 1, second and third sentence applies equally.
|
24.2.
|
Within three months after a suspension of a supervisory director has taken effect, a general meeting shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months. If neither such resolution is adopted nor the general meeting of shareholders has resolved to dismiss the supervisory director, the suspension shall terminate after the period of suspension has expired. The supervisory director shall be given the opportunity to account for his actions at that meeting.
|
25.2.
|
A certificate signed by a supervisory director confirming that the supervisory board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.
|
25.3.
|
The managing directors shall attend meetings of the supervisory board at the latter's request.
|
25.4.
|
The supervisory board shall meet whenever two or more of its members or the managing board so requests. Meetings of the supervisory board shall be convened by the chairman of the supervisory board, either at the request of two or more supervisory directors or at the request of the managing board, or by the supervisory directors requesting the meeting to be held. If the chairman fails to convene a meeting so that it can be held within four weeks of the receipt of the request, the supervisory board members making the request are entitled to convene the meeting.
|
|
|
12
|
|
25.5.
|
The supervisory rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating supervisory directors can hear each other simultaneously.
|
26.1.
|
The Joint Meeting as referred to in these articles of association consists of the members of the supervisory board and the members of the managing board. The sole responsibility of the Joint Meeting shall be to make a binding nomination for each vacancy in the managing board and the supervisory board and the actions as referred to in article 16, paragraph 1 and article 22, paragraph 1.
|
26.2.
|
The chairman of the supervisory board is the chairman of the Joint Meeting. The Joint Meeting shall appoint one of its members as secretary.
|
26.3.
|
The Joint Meeting may only adopt resolutions if the majority of the members of the supervisory board and the majority of the members of the managing board are present or represented in such meeting. Resolutions of the Joint Meeting shall be validly adopted, if adopted by simple majority of votes. Each member of the Joint Meeting has the right to cast one vote. In case of absence a member of the Joint Meeting may issue a proxy, however, only to another member of the Joint Meeting.
|
26.4.
|
The Joint Meeting may adopt its resolutions without holding a meeting, provided that such resolutions are adopted in writing or by legible and reproducible electronic communications and no member of the Joint Meeting has objected to this method of adoption of a resolution.
|
26.5.
|
A certificate signed by the chairman of the Joint Meeting confirming that the Joint Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.
|
26.6.
|
The Joint Meeting shall adopt Joint Meeting rules. The Joint Meeting rules shall include provisions on the manner of convening meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating members can hear each other simultaneously.
|
27.1.
|
The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or out of his mandate. The termination of any action, suit or proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and not in a manner which he reasonably could believe to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
|
|
|
13
|
|
27.2.
|
The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the company to procure a judgment in its favor, by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or proceeding if he acted in good faith and in a manner he reasonably could believe to be in or not opposed to the best interests of the company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of his duty to the company, unless and only to the extent that the court in which such action or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.
|
27.3.
|
To the extent that a supervisory director, managing director, officer or agent of the company has been successful on the merits or otherwise in defense of any action, suit of proceeding, referred to in paragraphs 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him in connection therewith.
|
27.4.
|
Any indemnification by the company referred to in paragraphs 1 and 2 shall (unless ordered by a court) only be made upon a determination that indemnification of the supervisory director, managing director, officer or agent is proper in the circumstances because he had met the applicable standard of conduct set forth in paragraphs 1 and 2. Such determination shall be made:
|
27.5.
|
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the company in advance of the final disposition of such action, suit or proceeding upon a resolution of the supervisory board with respect to the specific case upon receipt of an undertaking by or on behalf of the supervisory director, managing director, officer or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company as authorized in this article.
|
27.6.
|
The indemnification provided for by this article shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under any by-laws, agreement, resolution of the general meeting of shareholders or of the disinterested supervisory directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a supervisory director, managing director, officer or agent and shall also inure to the benefit of the heirs, executors and administrators of such a person.
|
|
|
14
|
|
27.7.
|
The company shall have the power to purchase and maintain insurance on behalf of any person who is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer, employee or agent of another company, a partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his capacity as such, whether or not the company would have the power to indemnify him against such liability under the provisions of this article.
|
27.8.
|
Whenever in this article reference is made to the company, this shall include, in addition to the resulting or surviving company also any constituent company (including any constituent company of a constituent company) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify its supervisory directors, managing directors, officers and agents, so that any person who is or was a supervisory director, managing director, officer or agent of such constituent company, or is or was serving at the request of such constituent company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.
|
28.1.
|
The annual general meeting shall be held within six months after the close of the financial year.
|
28.2.
|
At this general meeting the following subjects shall be considered:
|
28.3.
|
If the agenda of a general meeting includes the granting of discharge to the members of the managing board and the supervisory board with respect to the performance of their duties in the respective financial year, the item of discharge will be put on the agenda as a separate item for the managing board and the supervisory board, respectively.
|
29.1.
|
Extraordinary general meetings shall be held as often as deemed necessary by the managing board and/or the supervisory board and shall be held if one or more shareholders and other persons entitled to attend such meetings jointly representing at least forty per cent (40%) of the issued share capital make a written request to that effect to the managing board or supervisory board, specifying in detail the business to be considered.
|
29.2.
|
If the managing board or the supervisory board fail to comply with a request referred to in paragraph 1 of this article in such manner that the general meeting can be held within twelve weeks after the request, the persons who have made the request may convene the meeting themselves.
|
|
|
15
|
|
30.1.
|
General meetings shall be held at Amsterdam, Haarlemmermeer (Schiphol Airport), Rotterdam, Arnhem, Maastricht, Venlo or The Hague. The notice convening the meeting shall inform the shareholders and other persons entitled to attend the general meeting accordingly.
|
30.2.
|
The notice convening a general meeting shall be given in such manner as shall be authorized by law including but not limited to an announcement published by electronic means.
|
30.3.
|
The notice convening a general meeting shall be sent by either the managing board, the supervisory board or the persons who according to the law or these articles of association are entitled thereto.
|
31.1.
|
The notice convening a general meeting shall be given with due observance of the statutory notice period. The notice shall contain the agenda and other meeting materials as required by applicable law or these articles of association.
|
31.2.
|
The agenda shall contain such subjects to be considered at the meeting as the person(s) convening the meeting or requesting the meeting pursuant to article 29, paragraph 1 shall decide.
|
32.1.
|
General meetings shall be presided by the chairman of the supervisory board. In case of absence of the chairman of the supervisory board the meeting shall be presided by any other person nominated by the supervisory board. The chairman of the meeting shall appoint the secretary of that meeting.
|
32.2.
|
The secretary of the meeting shall keep the minutes of the business transacted at the meeting, which minutes shall in evidence of their adoption be signed by the chairman and the secretary.
|
32.3.
|
The chairman of the supervisory board may request a "notaris" (civil law notary) to include the minutes of the meeting in a "notarieel proces-verbaal" (notarial report).
|
33.1.
|
All shareholders and other persons entitled to vote at general meetings are entitled to attend the general meetings, to address the general meeting and to vote, provided that he has notified the managing board in writing of his intention to be present at the meeting or to be represented not later than on the close of business on the third day prior to the day of the meeting, unless the managing board determines to permit notification within a shorter period of time prior to any
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16
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33.2.
|
The managing board may decide that the business transacted at a shareholders' meeting can be monitored by electronic means of communication.
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33.3.
|
The managing board may decide that each person entitled to attend general meetings (and vote thereat) may, either in person or by written proxy, vote at that meeting and/or participate in that meeting by electronic means of communication, provided that such person can be identified through the electronic means of communication and that such person can directly monitor the business transacted at the general meeting concerned. The managing board may attach conditions to the use of the electronic means of communication, provided these conditions are reasonable and necessary for the identification of such person and for the reliability and safety of the communication. Those conditions shall be made public at the convocation of the general meeting and shall be posted on the company's website.
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33.4.
|
Persons entitled to attend the general meeting are those who at the record date have these rights and have been registered as such in a register designated by the managing board for that purpose, regardless of who would have been entitled to attend the general meeting if no record date would apply. The record date shall be on such date prior to the day of the general meeting as prescribed by law. The convocation notice for the meeting shall state the record date and the manner in which the persons entitled to attend the general meeting may register and exercise their rights.
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33.5.
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The general meeting may adopt rules regarding, inter alia, the length of time for which shareholders may speak. In so far as such rules are not applicable, the chairman may determine the time for which shareholders may speak if he considers this desirable with a view to the orderly proceeding of the meeting.
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33.6.
|
The shareholders or their proxies must sign the attendance list, stating the number of the shares represented by them - insofar as applicable - the number of votes to be cast by them.
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33.3.
|
The shareholders or their proxies must sign the attendance list, stating the number of the shares represented by them - insofar as applicable - the number of votes to be cast by them.
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34.1.
|
Shareholders and other persons entitled to attend a general meeting of shareholders may be represented by proxies duly authorised in writing, and such proxies shall be admitted upon production of such written instrument.
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34.2.
|
All matters regarding the admittance to the general meeting of shareholders, the exercise of voting rights and the result of votings, as well as any other matters regarding the proceedings at the general meeting of shareholders shall be decided upon by the chairman of that meeting, with due observance of the provisions of section 2:13, Civil Code.
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35.1.
|
Unless otherwise stated in these articles, resolutions shall be validly adopted if adopted by a simple majority of votes cast. Blank and invalid votes shall not be counted. The chairman shall decide on the method of voting and on the possibility of voting by acclamation.
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35.2.
|
If the voting concerns the appointment of a person and more than one person has been nominated for appointment, then votes shall be taken until one of the nominees has obtained a simple majority of the votes cast, unless there is a
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17
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35.3.
|
Except as provided in paragraph 2, in case of an equality of the votes cast the supervisory board shall decide.
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37.1.
|
A class meeting shall be held whenever a resolution by such meeting is required. Furthermore, such meeting shall be held if required by either the managing board or the supervisory board.
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37.2.
|
The articles 30 up to and including 36 shall be equally applicable to resolutions to be adopted by the meeting of holders of shares of a specific class, provided that the notice shall be sent not later than on the sixth day prior to the meeting, that the meeting itself appoints its chairman and that the meeting of holders of preference shares may also adopt all resolutions outside a meeting if so proposed by the supervisory board. A resolution outside a meeting is only valid if all holders of preference shares have cast their votes in writing by cable, by telex or by telecopier in favour of the proposal concerned.
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38.1.
|
The financial year of the company shall run from the first day of January up to and including the thirty-first day of December.
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38.2.
|
Each year the managing board shall cause annual accounts to be drawn up, consisting of a balance sheet as at the thirty-first day of December and a profit and loss account in respect of the preceding financial year, together with the explanatory notes thereto. The managing board shall furthermore prepare a report on the course of business of the company in the preceding year.
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38.3.
|
The managing board shall, within the provisions of the law, make available: the annual accounts, the annual report, the accountant(s) declaration and all other documents pursuant to the law.
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38.4.
|
The managing board shall draw up the annual accounts in accordance with applicable generally accepted accounting principles and all other applicable provisions of the law.
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38.5.
|
The supervisory board shall on behalf of the company, cause the annual accounts to be examined by one or more registered accountant(s) designated for the purposes by the general meeting of shareholders or other experts designated for the purpose in accordance with section 2:393, Civil Code. The auditor or the other expert designated shall report on his examination to the supervisory board and the managing board and shall issue a certificate containing the results thereof. The supervisory board shall ensure that the report on the annual accounts shall be available at the offices of the company for the shareholders.
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38.6.
|
Copies of the annual accounts, the annual report of the managing board, the report of the supervisory board, and the information to be added to each of such documents pursuant to the law shall be made available at the office of the company for inspection by the shareholders and the other persons entitled to attend meetings of shareholders, as
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18
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40.1.
|
Out of the profit made in any financial year first of all, if possible, shall be distributed on the preference shares the percentage to be mentioned hereinafter of the amount (call) paid obligatory on those shares as at the commencement of the financial year for which the distribution is made.
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40.2.
|
In the event of cancellation with repayment of preference shares a distribution will be made on the cancelled preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 1 and 3 of this article and pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the preference shares have been issued following such day: from the day of issue - until the day of repayment, without prejudice to the provisions of article 2:105, paragraph 4 Civil Code.
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40.3.
|
If in any financial year the profit meant in paragraph 1 is not sufficient to make the distributions described above in this article and in addition no distribution or only a part distribution is made from the reserves, as meant in paragraph 1, such that the deficit is not fully distributed, the provisions above in this article and the provisions of paragraphs 4 and 7 shall not be applied until the deficit has been recovered.
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19
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40.4.
|
Out of the profit remaining after application of the previous paragraphs such amounts shall be allocated to reserve as the supervisory board shall determine.
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40.5.
|
If in any financial year the distributions meant above in paragraph 4 of this article have not been made, the provisions of paragraphs 4 second sentence and 7 of this article shall not be applied until the deficit has been recovered and after the provisions above in paragraphs 1 and 3 become applicable. The managing board shall be authorised subject to the approval of the supervisory board to decide to distribute an amount equal to the deficit meant in the previous sentence against the reserves, with the exception of the reserve which was formed as share premium upon the issue of financing preference shares.
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40.6.
|
If financing preference shares are issued in the course of any financial year, the dividend on the financing preference shares shall be decreased pro rata for such financial year until the first day of issue.
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40.7.
|
Insofar as the profit is not distributed or allocated to reserve upon application of the previous paragraphs of this article, it shall be at the free disposal of the general meeting, with the proviso that no further dividend will be distributed on the preference shares and the financing preference shares.
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40.8.
|
The managing board may with due observance of Article 2:105 Civil Code and with the approval of the supervisory board distribute an interim dividend, if and to the extent that the profit so permits. Interim dividends may be distributed on one class of shares only.
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40.9.
|
The general meeting may resolve on a proposal made by the supervisory board wholly or partly to distribute dividends or reserves, instead of cash, in the form of shares in the capital of the company.
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40.10.
|
In the event of cancellation with repayment of financing preference shares a distribution will be made on the cancelled financing preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 4 and 5 of this article that pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the financing
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20
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40.11.
|
A deficit as meant in article 2:104 Civil Code, may only be applied against the share premium formed upon the issue of financing preference shares, if all other reserves are depleted.
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40.12.
|
The company can only declare distributions in so far as its "eigen vermogen" (shareholders equity) exceeds the amount of the paid up and called portion of the share capital, plus the "wettelijke" (statutory) reserves.
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42.1.
|
Distributions pursuant to article 40 or article 41 shall be payable as from a date to be determined by the supervisory board.
|
42.2.
|
Distributions under article 40 or article 41 shall be made payable at an address or addresses in the Netherlands, to be determined by the supervisory board, as well as at least one address in each country where the shares of the company are listed on a stock exchange.
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42.3.
|
The supervisory board may determine the method of payment of cash distributions on shares.
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42.4.
|
The person entitled to a distribution shall be the person in whose name the share is registered at the date to be determined for that purpose by the supervisory board in respect of each distribution, which date should be between the date of determination of distributions and the date of payment.
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42.5.
|
Notice of distributions and of the dates and addresses referred to in the preceding paragraphs of this article shall in any event be published in the Netherlands, in a daily newspaper and further in such manner as the supervisory board may deem desirable.
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42.6.
|
Distributions in cash that have not been collected within five years and two days after they have become due and payable shall revert to the company.
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42.7.
|
In case of a distribution in the form of shares in the share capital of the company pursuant to article 40, paragraph 8, such shares shall be recorded in the share register.
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42.8.
|
The provisions of paragraph 5 shall apply equally in respect of distributions - including pre-emptive subscription rights in the event of a share issue - made otherwise than pursuant to article 40 or article 41, provided that in addition thereto in the "Staatscourant" (Dutch Official Gazette) shall be announced the issue of shares with a pre-emptive subscription right and the period within which such right can be exercised.
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43.1.
|
Resolutions of the general meeting in a meeting that has not been convened by the managing board and/or the supervisory board or resolutions regarding subjects included on the agenda for the meeting at the request of
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21
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43.2.
|
A resolution of the general meeting to:
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43.3.
|
A resolution of the general meeting to:
|
43.4.
|
A resolution of the general meeting to amend the articles of association shall further only be valid if:
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44.1.
|
If the company is dissolved, the liquidation shall be carried out by the person designated for that purpose by the general meeting of shareholders, under the supervision of the supervisory board.
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44.2.
|
The general meeting of shareholders shall upon the proposal of the supervisory board determine the remuneration payable to the liquidators and to the person responsible for supervising the liquidation.
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44.3.
|
The liquidation shall take place with due observance of the provisions of the law. During the liquidation period these articles of association shall, to the extent possible, remain in full force and effect.
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44.4.
|
After settling the liquidation, the liquidators shall render account in accordance with the provisions of the law.
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44.5.
|
After the company has ceased to exist, the books and records of the company shall remain in the custody of the person designated for that purpose by the liquidators during a seven-year period.
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22
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a.
|
in the first place, if possible, the holders of preference shares shall be paid the nominal amount paid on their preference shares, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in article 40, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;
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b.
|
subsequently the holders of financing preference shares shall be paid the nominal amount paid on their financing preference shares, as well as the premium reserve paid on their shares upon issue of the same, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in paragraph 4.a. of article 40 (as possibly adjusted on the basis of the provision of that article paragraph 4.c.) on the nominal amount after such amount has been increased by the premium reserve paid on their shares upon issue of the same, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on financing preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;
|
c.
|
the balance then remaining shall be distributed among the holders of ordinary shares in proportion to the number of ordinary shares held by each of them.
|
Company Name
|
Jurisdiction
of Incorporation |
Amnisure International, LLC
|
USA
|
Cellestis, LLC
|
USA
|
Cellestis Ltd.
|
Australia
|
MO BIO Laboratories, Inc.
|
USA
|
QIAGEN Aarhus A/S
|
Denmark
|
QIAGEN AB
|
Sweden
|
QIAGEN AG
|
Switzerland
|
QIAGEN Australia Holding Pty. Ltd.
|
Australia
|
QIAGEN Benelux B.V.
|
Netherlands
|
QIAGEN Beverly, Inc.
|
USA
|
QIAGEN China (Shanghai) Co. Ltd.
|
China
|
QIAGEN Deutschland Holding GmbH
|
Germany
|
QIAGEN Distribution B.V.
|
Netherlands
|
QIAGEN Finance (Ireland) Ltd.
|
Ireland
|
QIAGEN Finance (Malta) Ltd.
|
Malta
|
QIAGEN France S.A.S.
|
France
|
QIAGEN Gaithersburg, Inc.
|
USA
|
QIAGEN GmbH
|
Germany
|
QIAGEN Hamburg GmbH
|
Germany
|
QIAGEN Inc. (Canada)
|
Canada
|
QIAGEN Inc. (USA)
|
USA
|
QIAGEN Instruments AG
|
Switzerland
|
QIAGEN K.K.
|
Japan
|
QIAGEN Korea
|
South Korea
|
QIAGEN Lake Constance GmbH
|
Germany
|
QIAGEN Ltd.
|
UK
|
QIAGEN Manchester Ltd.
|
UK
|
QIAGEN Marseille SA
|
France
|
QIAGEN Mexico, S. de R.L. de C.V.
|
Mexico
|
QIAGEN North American Holdings Inc.
|
USA
|
QIAGEN Pty. Ltd.
|
Australia
|
QIAGEN Redwood City, Inc.
|
USA
|
QIAGEN Sciences, LLC
|
USA
|
QIAGEN S.r.l.
|
Italy
|
QIAGEN U.S. Finance Holdings (Luxembourg) SARL
|
Luxembourg
|
QIAGEN Waltham, Inc.
|
USA
|
Quanta BioSciences, Inc.
|
USA
|
SA Biosciences, LLC
|
USA
|
1.
|
I have reviewed this annual report on Form 20-F of QIAGEN N.V;
|
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 company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) 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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’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 company’s internal control over financial reporting.
|
/s/ Peer M. Schatz
|
Peer M. Schatz
|
Managing Director and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of QIAGEN N.V;
|
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 company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) 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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’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 company’s internal control over financial reporting.
|
/s/ Roland Sackers
|
Roland Sackers
|
Managing Director and Chief Financial Officer
|
Dated:
|
March 3, 2017
|
|
|
/s/ Peer M. Schatz
|
|
|
|
|
|
|
Peer M. Schatz
|
|
|
|
|
|
|
Managing Director and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Dated:
|
March 3, 2017
|
|
|
/s/ Roland Sackers
|
|
|
|
|
|
|
Roland Sackers
|
|
|
|
|
|
|
Managing Director and Chief Financial Officer
|
|
|
|
(1)
|
Registration Statement (Form F-3 No. 333-162052) of QIAGEN N.V.; and
|
|
(2)
|
Registration Statements (Form S-8 Nos. 333-178035, 333-127393, 333-145171 and 333-203220) pertaining to the QIAGEN N.V. Amended and Restated 2005 Stock Plan and the QIAGEN N.V. 2014 Stock Plan
|
March 3, 2017
|
|
|
|
|
|
Ernst & Young GmbH
|
|
|
Wirtschaftsprüfungsgesellschaft
|
|
|
Düsseldorf, Germany
|
|
|
|
|
|
/s/Hendrik Hollweg
|
|
/s/Tobias Schlebusch
|
Wirtschaftsprüfer
|
|
Wirtschaftsprüfer
|
[German Public Auditor]
|
|
[German Public Auditor]
|