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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 29, 2013
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Massachusetts
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04-2052042
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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940 Winter Street, Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1 Par Value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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Business
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•
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Achieving significant growth in both of our core business segments, Human Health and Environmental Health, through strategic acquisitions and licensing;
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•
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Accelerating innovation through both internal research and development and third-party collaborations and alliances;
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•
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Strengthening our position within key markets, by expanding our product and service offerings and maintaining superior product quality;
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•
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Utilizing our share repurchase programs to help drive shareholder value; and
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•
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Attracting, retaining and developing talented and engaged employees.
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•
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The DELFIA
®
Xpress screening platform, which is a complete solution for prenatal screening, and includes a fast, continuous loading system supported by kits for both first and second trimester analyses, and clinically validated LifeCycle
™
software. A Placental Growth Factor assay is used to screen pregnant women for early-onset pre-eclampsia.
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•
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The NeoGram
™
MS/MS AAAC in vitro diagnostic kit, which is used to support detection of metabolic disorders in newborns by tandem mass spectrometry.
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•
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The NeoBase
™
Non-derivatized MS/MS kit, which analyzes newborn blood samples for measurement of amino acids and other metabolic analytes for specific diseases.
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•
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The GSP
®
Neonatal hTSH, T4 17µ-OHP, GALT IRT and BTD kits, which are used for screening congenital neonatal conditions from a drop of blood.
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•
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The Specimen Gate
®
informatics data management solution, which is designed specifically for newborn screening laboratories.
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•
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The First Trimester Screen|Fß
™
screening protocol, which is used to provide a first trimester prenatal aneuploidy screening service by combining ultrasound measurement of the fluid accumulation behind the neck of the fetus with maternal serum markers. It is designed to assess patient-specific risk for fetal Down syndrome, trisomy 18 and trisomy 13.
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•
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Amorphous silicon digital x-ray flat panel detectors, which contain an enabling technology for digital x-ray imaging that replaces film and produces improved image resolution and diagnostic capability in applications such as radiography, cardiology, angiography and cancer treatments.
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•
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The prenatal BACs-on-Beads
®
("BoBs
®
") in vitro diagnostic (“IVD”) assay for rapid prenatal testing of multiple genetic diseases and chromosomal abnormalities, which is the first IVD product from the BoBs
®
proprietary multiplexed bead-based technology product family.
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•
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ViaCord
®
Umbilical cord tissue stem cell banking services for the banking of stem cells harvested from umbilical cord tissue for potential therapeutic application.
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•
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Signature Precision Panel
™
prenatal and newborn tests, which are used to rapidly screen for aneuploidies of chromosomes 13, 18, 21, X and Y, as well as 20 severe microdeletion/duplication syndromes during pregnancy. Our newborn testing and diagnostics service portfolio was also expanded to include a panel to screen for six Lysosomal Storage Disorders. The panel tests for Krabbe disease, Gaucher's disease, Niemann-Pick disease (Type A and Type B), Pompe disease, Fabry disease and MPS 1.
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•
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Oncology testing services utilizing OncoChip
®
microarray technology for early diagnoses of hematological malignancies.
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•
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The XRD
™
family of amorphous silicon digital x-ray flat panel detectors, which provide imaging for medical applications such as radiation therapy and veterinary imaging as well as industrial imaging applications including pipeline inspection, manufacturing inspection, PCB inspection and 3D Cone Beam CT.
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•
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The Dexela
®
family of CMOS digital x-ray flat panel detectors, which provide imaging for mammography, dental, and industrial imaging applications such as PCB inspection and 3D Cone Beam CT.
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•
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Radiometric detection solutions, including over 1,100 NEN
®
radiochemicals, the Tri-carb
®
and MicroBeta
2®
families of liquid scintillation counters, which are used for beta, gamma and luminescence counting in microplate formats utilized in research, environmental and drug discovery applications.
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•
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The Opera
®
high content screening system and Operetta
®
high content imaging system, which are used to automate imaging and analysis for cell-based assays for drug discovery and basic cellular science research laboratories.
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•
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The Columbus
™
image data storage and analysis system, which provides a single solution to the storage and analysis of high content data from any major high content screening system helping to visualize and analyze high content images via the Internet.
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•
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The Ultra
VIEW
®
VoX
™
3D live cell imaging system, which is a high-resolution, high speed, confocal imaging system that allows for the observation and measurement of cellular and molecular processes in real time. Volocity
®
6.0 3D image analysis software allows scientists to understand intracellular and intercellular relationships for 3D data visualization, publication, restoration and analysis of images from a range of fluorescence microscopy and high content image systems.
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•
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The EnVision
®
Multilabel Plate Reader and EnSpire
®
Multimode Plate Reader, which are targeted towards a wide range of high-throughput screening applications, including those using AlphaLISA
®
and/or AlphaScreen
®
technology. The EnSpire reader has the option of Corning
®
Epic
®
label-free technology providing more physiologically relevant data for the identification of new therapeutic targets.
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•
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A wide range of homogeneous biochemical and cellular assay reagents, including LANCE
®
Ultra
™
and Alpha Technology
™
assay platforms, which are used for drug discovery targets such as G-protein coupled receptors (“GPCR”), kinases, antibodies and epigenetic modification enzymes.
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•
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A broad portfolio of recombinant GPCR and Ion Channel cell lines, including over 300 products and 120 ready-to-use frozen cell lines for a wide range of disease areas.
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•
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The AlphaLISA
®
research assays, including over 100 no-wash biomarker kits for both biotherapeutics and small molecule development in a variety of therapeutic areas including cancer, neurodegeneration and virology.
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•
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TSA™ Plus biotin kits, which can increase sensitivity of histochemistry and cytochemistry as much as 10 to 20 times.
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•
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In vivo imaging technologies for preclinical research, including the IVIS
®
Spectrum
™
series and the FMT
®
series for 3D imaging, the IVIS
®
Lumina
™
series for 2D imaging, and the Quantum FX microCT. These technologies are designed to provide for non-invasive longitudinal monitoring of disease progression, cell trafficking and gene expression patterns in living animals and are complemented by a broad portfolio of fluorescent and bioluminescent in vivo imaging reagents that can be useful for identifying, characterizing and quantifying a range of disease biomarkers and therapeutic efficacy in living animal models.
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LapChip
®
for molecular diagnostics in clinical research laboratories, which uses microfluidic technology to perform reproducible, high-resolution, electrophoretic separations for analyzing multiplex polymerase chain reaction products for molecular biology applications.
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Next-generation sequencing tools including LabChip
®
fractionation and separation systems, Sciclone
®
, Zephyr
®
and JANUS
®
automated liquid handling workstations and Geospiza
®
data analysis program.
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•
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A wide reagent portfolio including the HCA ImagAmp
™
reagent kit for high content screening and cellular analysis applications, which is used in a variety of research areas including cell differentiation, cell toxicity, programmed cell death, drug discovery, protein expression and signaling pathway analysis.
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An expanded epigenetic detection reagents portfolio specifically validated for drug discovery and life sciences research covering nine different histone marks, as well as p53, with more than 15 validated in vitro and cell-based assays to help researchers discover novel drug compounds directed against several epigenetic targets.
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The Vectra
®
2 automated slide imaging system, which is an integrated solution to advance the identification and validation of new drug targets to improve the assessment of drug response.
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The Western Lighting ECL Pro
™
non-radioactive light-emitting system, which detects proteins immobilized on a membrane in Western blots.
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The cell::explorer
®
and plate::explorer
®
automated workstations, which allow integration of multiple laboratory instrumentation using a centralized robotic interface, allowing higher throughput and turnkey-application focused solutions.
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Informatics platforms including Ensemble
®
for Chemistry
™
, Ensemble
®
for Biology
™
, Ensemble
®
for QA/QC, iLab
™
, ChemDraw
®
, ChemBioOffice
®
and Labworks
®
which are integrated suites that focus on the complex and varied needs of understanding and managing data for productivity and collaboration.
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•
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Licensing for the exclusive, worldwide rights to the TIBCO
®
Spotfire
®
software platform in certain scientific research and development markets through an exclusive strategic relationship with TIBCO Software, Inc.
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Asset Genius
™
, an informatics-based business intelligence solution, which assists laboratories in deploying, utilizing and managing laboratory assets throughout their lifecycle.
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An expanded portfolio of molecular infectious disease screening technologies for blood bank and clinical laboratory settings in China. The tools include a qualitative 3-in-1 assay for the detection of hepatitis B, hepatitis C and HIV, and assays for chlamydia trachomatis and neisseria gonorrhoeae.
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•
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An expanded portfolio of medical x-ray detectors, including the Dexela
®
CMOS Cardiac detector, the XRpad
™
cassette sized Radiography detector and the XRD
™
combined Radiography & Fluoroscopy detector.
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A novel PCR-based assay for quantification of trinucleotide repeats used to detect normal, intermediate, pre- and full mutations associated with Fragile X.
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The EnLite
™
Neonatal TREC
™
System, a screening test for Severe Combined Immunodeficiency, which consists of EnLite
™
Neonatal TREC
™
reagent kits, the Victor EnLite
™
instrument and EnLite
™
Workstation software.
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•
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Geospiza GeneSifter
®
Analysis Edition, an integrated informatics platform for the visualization and analysis from sample to results of microarray and next-generation sequencing data.
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•
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Expanded assay kits utilizing AlphaLISA
®
technology in the area of metabolic research and for the development and safety testing of biotherapeutic drugs.
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•
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The IVIS
®
Lumina
™
Series III which provides an expandable, sensitive imaging system for both fluorescent and bioluminescent preclinical in vivo imaging.
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•
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RediFect
™
lentiviral tools to create stably transfected cells to monitor tumor growth, track primary or stem cells in vivo and various other applications using IVIS in vivo imaging systems.
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•
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HER2Sense
™
preclinical imaging agent, supporting breast cancer discovery research, which is the first fluorescent, discovery research imaging agent to be based on a commercial therapeutic antibody.
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•
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BacteriSense
™
645 Targeted Fluorescent Imaging Agent, which is used to monitor infections of both gram-negative and gram-positive bacteria.
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•
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FolateRSense
™
680 Targeted Fluoresent Imaging Agent, which is used to closely monitor and quantitate tumor growth and metabolism
|
•
|
BombesinRSense
™
680 Targeted Fluorescent Imaging Agent, which is used to target and identify bombesin receptors expressed in many types of cancer.
|
•
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VivoTag
®
680XL Protein Labeling Kit, which helps to prepare fluorescently labeled antibodies, proteins or peptides for small animal in vivo imaging applications.
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•
|
Lead Discovery
™
powered by TIBCO
®
Spotfire
®
, which adds chemical intelligence to the TIBCO
®
Spotfire
®
business intelligence platform, enabling scientific professionals to derive new information from chemical structures relevant to experimental data.
|
•
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Datalytix
™
, a tool enabling self-service import and manipulation of relevant data into the TIBCO
®
Spotfire
®
software from scientifically significant data sources such as compound registries, biological assay repositories, LIMS and other corporate information systems.
|
•
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ChemDraw
®
and Chem3D
®
mobile apps for the iPad
®
device, new chemical structure drawing and visualization apps, available in multiple languages and featuring our Flick-to-Share
™
technology.
|
•
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The Clarus
®
series of gas chromatographs, gas chromatographs/mass spectrometers and the TurboMatrix
™
family of sample-handling equipment, which are used to identify and quantify compounds in the environmental, forensics, food and beverage, hydrocarbon processing/biofuels, materials testing, pharmaceutical and semiconductor industries.
|
•
|
The Flexar
™
series of liquid chromatography and mass spectrometry instruments, which are controlled by the Chromera
®
chromatography data system and incorporate an ergonomic industrial design to deliver a wide range of pressure and detector options to address the application needs of high pressure liquid chromatography laboratories. These systems are used to identify and quantify compounds for applications in the environmental, food, beverage, and pharmaceutical industries.
|
•
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The AxION
®
2 TOF MS platform, which helps companies deliver highly sensitive and accurate measurements to help ensure quality products and services to consumers across the environmental, food and pharmaceutical sectors and is used for the identification of unexpected compounds in samples, providing a high level of resolution and mass accuracy.
|
•
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Our atomic spectroscopy family of instruments, including the AAnalyst
™
/PinAAcle
®
series of atomic absorption spectrometers, the Optima
®
family of inductively coupled plasma (“ICP”) optical emission spectrometers and the NexION
®
family of ICP mass spectrometers, which are used in the environmental and chemical industries, among others, to determine the elemental content of a sample.
|
•
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Our infrared spectroscopy family, including the Spectrum Two
™
spectrometer, a compact and portable instrument which is used for high-speed infrared analysis for unknown substance identification, material qualification or concentration determination in fuel and lubricant analysis, polymer analysis and pharmaceutical and environmental applications and the Frontier
™
spectrometer, which is designed to provide high sensitivity and performance for safe drug development and for determining chemical and material properties in a variety of samples, including consumer products.
|
•
|
The LAMBDA
™
UV/Vis series, which is used to measure liquids, solids, pastes and powder samples and for regulatory tests requiring variable bandwidths.
|
•
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The DSC
™
8000 and 8500, which feature a second generation, power controlled double furnace designed to provide fast heating and cooling rates required to accurately understand how materials behave under different conditions.
|
•
|
The DMA
™
8000, a thermal analysis system, which is used by scientists in the polymers, composites, pharmaceutical and food and beverage industries for applications ranging from simple quality control to advanced research.
|
•
|
The OilExpress
™
4 Oil Condition Monitoring Systems, which combine the high-performance Spectrum Two
™
FT-IR spectrometer with an OilPrep™ oil dilution system to quickly analyze contaminants in oil.
|
•
|
OneSource
®
Laboratory services made up of a comprehensive portfolio of multivendor instrument management, QA/QC, lab relocation and regulatory compliance services. OneSource programs are tailored to the specific needs and goals of individual customers.
|
•
|
The DariyGuard
™
Milk Powder Analyzer, an infrared spectrometer specifically developed for food suppliers and manufacturers to help ensure the safety and quality of milk powder in their supply chains.
|
•
|
The GC SNFR
™
Olfactory Port accessory to our GC product line, which provides a complete aroma characterization solution that seamlessly integrates sensory evaluation with GC and GC/MS analytical data
|
•
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TMA 4000, a thermomechanical analysis system enabling customers to measure expansion of small components.
|
•
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The AxION
®
Direct Sample Analysis system, which is an innovative technology that reduces or eliminates sample preparation steps and eliminates the need for front-end gas or liquid chromatography separation for direct sample introduction to a mass spectrometer.
|
•
|
OneSource
®
Scientific IT Solutions, which is a series of informatics-based consulting, planning and management offerings to assist in laboratory productivity.
|
•
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Supra-d
™
QuEChERS
™
Dispersive Solid Phase Extraction solution for sample preparation in pesticide residue analysis to test the safety of fruit and vegetables.
|
•
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AxION
®
eDoor
™
, which is a multi-vendor, web-based open access software that is designed to help manage multiple locations, chemists, instrument types and applications and includes “walk up” sample introduction with results delivered via Web, email and PDA.
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
|
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(As adjusted)
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||||||||
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(In thousands)
|
||||||||||
Human Health
|
|
|
|
|
|
||||||
Product revenue
|
$
|
957,022
|
|
|
$
|
926,733
|
|
|
$
|
761,665
|
|
Service revenue
|
252,734
|
|
|
247,909
|
|
|
216,227
|
|
|||
Total revenue
|
1,209,756
|
|
|
1,174,642
|
|
|
977,892
|
|
|||
Operating income from continuing operations
(1)
|
146,100
|
|
|
59,196
|
|
|
89,725
|
|
|||
Environmental Health
|
|
|
|
|
|
||||||
Product revenue
|
541,048
|
|
|
547,941
|
|
|
557,845
|
|
|||
Service revenue
|
415,428
|
|
|
392,622
|
|
|
382,771
|
|
|||
Total revenue
|
956,476
|
|
|
940,563
|
|
|
940,616
|
|
|||
Operating income from continuing operations
(1)
|
97,052
|
|
|
111,844
|
|
|
108,922
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)
|
(25,710
|
)
|
|
(72,497
|
)
|
|
(107,519
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,498,070
|
|
|
$
|
1,474,674
|
|
|
$
|
1,319,510
|
|
Service revenue
|
668,162
|
|
|
640,531
|
|
|
598,998
|
|
|||
Total revenue
|
2,166,232
|
|
|
2,115,205
|
|
|
1,918,508
|
|
|||
Operating income from continuing operations
|
217,442
|
|
|
98,543
|
|
|
91,128
|
|
|||
Interest and other expense, net
|
64,110
|
|
|
47,956
|
|
|
26,774
|
|
|||
Income from continuing operations before income taxes
|
$
|
153,332
|
|
|
$
|
50,587
|
|
|
$
|
64,354
|
|
(1)
|
Pre-tax impairment charges have been included in the Human Health and Environmental Health operating income from continuing operations. We recognized a
$6.7 million
pre-tax impairment charge in the Human Health segment in fiscal year 2013. We recognized
$73.4 million
of pre-tax impairment charges in the Human Health segment and also recognized
$0.7 million
of pre-tax impairment charges in the Environmental Health segment in fiscal year 2012. We recognized a
$3.0 million
pre-tax impairment charge in the Human Health segment in fiscal year 2011.
|
(2)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans have been included in the Corporate operating loss from continuing operations, and together constituted pre-tax
income
of
$17.6 million
in
fiscal year 2013
, a pre-tax
loss
of
$31.8 million
in
fiscal year 2012
, and a pre-tax
loss
of
$67.9 million
in
fiscal year 2011
.
|
|
Depreciation and Amortization
Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||||||||
|
|
|
(As adjusted)
|
|
|
|
(As adjusted)
|
||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Human Health
|
$
|
100,174
|
|
|
$
|
101,336
|
|
|
$
|
81,938
|
|
|
$
|
20,910
|
|
|
$
|
24,525
|
|
|
$
|
16,570
|
|
Environmental Health
|
25,915
|
|
|
23,001
|
|
|
27,288
|
|
|
16,532
|
|
|
14,488
|
|
|
12,015
|
|
||||||
Corporate
|
2,382
|
|
|
2,528
|
|
|
1,695
|
|
|
1,549
|
|
|
3,395
|
|
|
2,007
|
|
||||||
Continuing operations
|
$
|
128,471
|
|
|
$
|
126,865
|
|
|
$
|
110,921
|
|
|
$
|
38,991
|
|
|
$
|
42,408
|
|
|
$
|
30,592
|
|
|
Total Assets
|
||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
|
|
(As adjusted)
|
||||||||
|
(In thousands)
|
||||||||||
Human Health
|
$
|
2,698,640
|
|
|
$
|
2,714,366
|
|
|
$
|
2,674,243
|
|
Environmental Health
|
1,213,801
|
|
|
1,153,444
|
|
|
1,150,015
|
|
|||
Corporate
|
34,271
|
|
|
33,952
|
|
|
31,181
|
|
|||
Net current and long-term assets of discontinued operations
|
—
|
|
|
—
|
|
|
202
|
|
|||
Total assets
|
$
|
3,946,712
|
|
|
$
|
3,901,762
|
|
|
$
|
3,855,641
|
|
Item 1A.
|
Risk Factors
|
•
|
accurately anticipate customer needs,
|
•
|
innovate and develop new technologies and applications,
|
•
|
successfully commercialize new technologies in a timely manner,
|
•
|
price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and
|
•
|
differentiate our offerings from our competitors’ offerings.
|
•
|
competition among buyers and licensees,
|
•
|
the high valuations of businesses and technologies,
|
•
|
the need for regulatory and other approval, and
|
•
|
our inability to raise capital to fund these acquisitions.
|
•
|
demand for and market acceptance of our products,
|
•
|
competitive pressures resulting in lower selling prices,
|
•
|
changes in the level of economic activity in regions in which we do business,
|
•
|
changes in general economic conditions or government funding,
|
•
|
settlements of income tax audits,
|
•
|
expenses incurred in connection with claims related to environmental conditions at locations where we conduct or formerly conducted operations,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to taxation,
|
•
|
changes in our effective tax rate,
|
•
|
changes in industries, such as pharmaceutical and biomedical,
|
•
|
changes in the portions of our revenue represented by our various products and customers,
|
•
|
our ability to introduce new products,
|
•
|
our competitors’ announcement or introduction of new products, services or technological innovations,
|
•
|
costs of raw materials, energy or supplies,
|
•
|
changes in healthcare or other reimbursement rates paid by government agencies and other third parties for certain of our products and services,
|
•
|
our ability to realize the benefit of ongoing productivity initiatives,
|
•
|
changes in the volume or timing of product orders,
|
•
|
fluctuation in the expense related to the mark-to-market adjustment on postretirement benefit plans
|
•
|
changes in our assumptions underlying future funding of pension obligations, and
|
•
|
changes in assumptions used to determine contingent consideration in acquisitions.
|
•
|
changes in foreign currency exchange rates,
|
•
|
changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,
|
•
|
longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,
|
•
|
trade protection measures and import or export licensing requirements,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,
|
•
|
adverse income tax audit settlements or loss of previously negotiated tax incentives,
|
•
|
differing business practices associated with foreign operations,
|
•
|
difficulty in transferring cash between international operations and the United States,
|
•
|
difficulty in staffing and managing widespread operations,
|
•
|
differing labor laws and changes in those laws,
|
•
|
differing protection of intellectual property and changes in that protection,
|
•
|
increasing global enforcement of anti-bribery and anti-corruption laws, and
|
•
|
differing regulatory requirements and changes in those requirements.
|
•
|
requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes, such as acquisitions and stock repurchases;
|
•
|
reducing our flexibility in planning for or reacting to changes in our business and market conditions; and
|
•
|
exposing us to interest rate risk since a portion of our debt obligations are at variable rates.
|
•
|
pay dividends on, redeem or repurchase our capital stock,
|
•
|
sell assets,
|
•
|
incur obligations that restrict our subsidiaries’ ability to make dividend or other payments to us,
|
•
|
guarantee or secure indebtedness,
|
•
|
enter into transactions with affiliates, and
|
•
|
consolidate, merge or transfer all, or substantially all, of our assets and the assets of our subsidiaries on a consolidated basis.
|
•
|
operating results that vary from the expectations of securities analysts and investors,
|
•
|
the financial performance of the major end markets that we target,
|
•
|
the operating and securities price performance of companies that investors consider to be comparable to us,
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors, and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Position
|
|
Age
|
Robert F. Friel
|
|
Chairman, Chief Executive Officer and President
|
|
58
|
Frank A. Wilson
|
|
Senior Vice President and Chief Financial Officer
|
|
55
|
Joel S. Goldberg
|
|
Senior Vice President, General Counsel and Secretary
|
|
45
|
Daniel R. Marshak
|
|
Senior Vice President and Chief Scientific Officer
|
|
56
|
John R. Letcher
|
|
Senior Vice President, Human Resources
|
|
52
|
James Corbett
|
|
Senior Vice President and President, Diagnostics / Life Sciences and Technology
|
|
51
|
Jon DiVincenzo
|
|
Senior Vice President and President, Environmental Health
|
|
48
|
Maurice H. Tenney
|
|
Senior Vice President and President, Global Operations and Customer Logistics
|
|
50
|
Andrew Okun
|
|
Vice President and Chief Accounting Officer
|
|
44
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2013 Fiscal Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
|
$35.86
|
|
|
|
$34.95
|
|
|
|
$38.63
|
|
|
|
$41.18
|
|
Low
|
31.74
|
|
|
30.35
|
|
|
32.39
|
|
|
36.33
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2012 Fiscal Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
|
$27.85
|
|
|
|
$28.08
|
|
|
|
$30.36
|
|
|
|
$32.29
|
|
Low
|
20.37
|
|
|
24.82
|
|
|
23.88
|
|
|
27.84
|
|
|
Issuer Repurchases of Equity Securities
|
||||||||||
Period
|
Total Number of
Shares
Purchased
(1)(2)
|
|
Average Price
Paid Per
Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number of
Shares that May Yet
Be Purchased
Under the Plans or
Programs
|
||||
September 30, 2013—October 27, 2013
|
115
|
|
|
37.23
|
|
|
—
|
|
|
2,400,000
|
|
October 28, 2013—November 24, 2013
|
398
|
|
|
37.53
|
|
|
—
|
|
|
2,400,000
|
|
November 25, 2013—December 29, 2013
|
5,016
|
|
|
38.49
|
|
|
—
|
|
|
2,400,000
|
|
Activity for quarter ended December 29, 2013
|
5,529
|
|
|
38.39
|
|
|
—
|
|
|
2,400,000
|
|
(1)
|
On October 24, 2012, our Board authorized us to repurchase up to
6.0 million
shares of common stock under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on October 24, 2014 unless terminated earlier by our Board, and may be suspended or discontinued at any time. During the fourth quarter of
fiscal year 2013
, we did not repurchase any shares of common stock in the open market under the Repurchase Program. As of
December 29, 2013
, approximately
2.4 million
shares authorized by our Board under the Repurchase Program remained available for repurchase. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
|
(2)
|
Our Board has authorized us to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans. During the fourth quarter of
fiscal year 2013
, we repurchased
5,529
shares of common stock for this purpose. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
|
|
2013 Fiscal Quarters
|
|
2013 Total
|
||||||||||||||||
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
|||||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2012 Fiscal Quarters
|
|
2012 Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
28-Dec-08
|
|
03-Jan-10
|
|
02-Jan-11
|
|
01-Jan-12
|
|
30-Dec-12
|
|
29-Dec-13
|
||||||||||||
PerkinElmer, Inc.
|
$
|
100.00
|
|
|
$
|
156.75
|
|
|
$
|
199.13
|
|
|
$
|
156.08
|
|
|
$
|
244.77
|
|
|
$
|
327.48
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
126.46
|
|
|
$
|
145.51
|
|
|
$
|
148.59
|
|
|
$
|
172.37
|
|
|
$
|
228.19
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
168.98
|
|
|
$
|
201.24
|
|
|
$
|
164.54
|
|
|
$
|
208.80
|
|
|
$
|
327.77
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
January 2,
2011 |
|
January 3,
2010 |
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,166,232
|
|
|
$
|
2,115,205
|
|
|
$
|
1,918,508
|
|
|
$
|
1,701,767
|
|
|
$
|
1,546,790
|
|
Operating income from continuing
operations
(1)(2)(3)(4)(5)
|
217,442
|
|
|
98,543
|
|
|
91,128
|
|
|
157,568
|
|
|
115,946
|
|
|||||
Interest and other expense (income), net
(6)(7)
|
64,110
|
|
|
47,956
|
|
|
26,774
|
|
|
(8,383
|
)
|
|
15,787
|
|
|||||
Income from continuing operations before income taxes
|
153,332
|
|
|
50,587
|
|
|
64,354
|
|
|
165,951
|
|
|
100,159
|
|
|||||
Income from continuing operations, net of income taxes
(8)(9)(10)(11)
|
167,924
|
|
|
68,441
|
|
|
1,172
|
|
|
138,908
|
|
|
73,461
|
|
|||||
(Loss) income from discontinued operations and dispositions, net of income taxes
(12)
|
(712
|
)
|
|
1,499
|
|
|
6,483
|
|
|
252,075
|
|
|
8,620
|
|
|||||
Net income
|
$
|
167,212
|
|
|
$
|
69,940
|
|
|
$
|
7,655
|
|
|
$
|
390,983
|
|
|
$
|
82,081
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.50
|
|
|
$
|
0.60
|
|
|
$
|
0.01
|
|
|
$
|
1.19
|
|
|
$
|
0.63
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.01
|
|
|
0.06
|
|
|
2.15
|
|
|
0.07
|
|
|||||
Net income
|
$
|
1.49
|
|
|
$
|
0.61
|
|
|
$
|
0.07
|
|
|
$
|
3.34
|
|
|
$
|
0.71
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.48
|
|
|
$
|
0.60
|
|
|
$
|
0.01
|
|
|
$
|
1.18
|
|
|
$
|
0.63
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.01
|
|
|
0.06
|
|
|
2.14
|
|
|
0.07
|
|
|||||
Net income
|
$
|
1.47
|
|
|
$
|
0.61
|
|
|
$
|
0.07
|
|
|
$
|
3.31
|
|
|
$
|
0.70
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
112,254
|
|
|
113,728
|
|
|
112,976
|
|
|
117,109
|
|
|
116,250
|
|
|||||
Diluted:
|
113,503
|
|
|
114,860
|
|
|
113,864
|
|
|
117,982
|
|
|
116,590
|
|
|||||
Cash dividends declared per common share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
As of
|
||||||||||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
January 2,
2011 |
|
January 3,
2010 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(12)
|
$
|
3,946,712
|
|
|
$
|
3,901,762
|
|
|
$
|
3,855,641
|
|
|
$
|
3,208,946
|
|
|
$
|
3,058,754
|
|
Short-term debt
|
2,624
|
|
|
1,772
|
|
|
—
|
|
|
2,255
|
|
|
146
|
|
|||||
Long-term debt
(6)(13)
|
932,104
|
|
|
938,824
|
|
|
944,908
|
|
|
424,000
|
|
|
558,197
|
|
|||||
Stockholders’ equity
(1)(14)
|
1,994,487
|
|
|
1,939,812
|
|
|
1,842,216
|
|
|
1,925,391
|
|
|
1,628,671
|
|
|||||
Common shares outstanding
(14)
|
112,626
|
|
|
115,036
|
|
|
113,157
|
|
|
115,715
|
|
|
117,023
|
|
(1)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans was pre-tax
income
of
$17.6 million
in
fiscal year 2013
, a pre-tax
loss
of
$31.8 million
in
fiscal year 2012
, a pre-tax
loss
of
$67.9 million
in
fiscal year 2011
, a pre-tax
loss
of
$0.2 million
in fiscal year
2010
and a pre-tax
loss
of
$6.4 million
in fiscal year
2009
.
|
(2)
|
We adopted the authoritative guidance for stock compensation on January 2, 2006. The total incremental pre-tax compensation expense recorded in continuing operations related to stock options was
$4.4 million
in
fiscal year 2013
, $5.1 million in fiscal year 2012, $4.5 million in fiscal year 2011, $6.2 million in fiscal year 2010 and $7.9 million in fiscal year 2009.
|
(3)
|
We recorded pre-tax restructuring and contract termination charges, net, of
$33.9 million
in
fiscal year 2013
,
$25.1 million
in
fiscal year 2012
,
$13.5 million
in
fiscal year 2011
,
$19.0 million
in fiscal year
2010
and
$18.0 million
in fiscal year
2009
.
|
(4)
|
On April 27, 2010 we sold a building which provided net proceeds of $11.0 million. We recorded a pre-tax gain of $3.4 million in operating income.
|
(5)
|
In
fiscal year 2013
, we recorded pre-tax impairment charges of
$6.7 million
as the carrying amounts of certain long-lived assets were not recoverable and exceeded their fair value. In fiscal year 2012, we recorded pre-tax impairment charges of
$74.2 million
as a result of a review of certain of our trade names within our portfolio as part of a realignment of our marketing strategy. In fiscal year 2011, we recorded a pre-tax impairment charge of
$3.0 million
for the full impairment of license agreements that we no longer intend to use.
|
(6)
|
In fiscal year 2013, 2012 and fiscal year 2011, interest expense was
$49.9 million
,
$45.8 million
and
$24.8 million
, respectively, with higher interest expense in fiscal years 2013 and 2012 due primarily to increased debt and the higher interest rates on those debt balances with the issuance in fiscal year 2011 of the senior unsecured notes due in 2021. In fiscal year 2013, we redeemed all of our 6% senior unsecured notes due in 2015 (the “2015 Notes”) that included a prepayment premium of
$11.1 million
, which is included in other expense, net, the write-off of
$2.8 million
for the remaining unamortized derivative losses for previously settled cash flow hedges, which is included in interest expense, and the write-off of
$0.2 million
for the remaining deferred debt issuance costs, which is included in interest expense. For fiscal year 2011, acquisition related financing costs added an additional expense of
$3.1 million
, and is included in interest expense.
|
(7)
|
In fiscal year 2010, we acquired the remaining fifty percent equity interest in our joint venture (the "ICPMS Joint Venture") with the company previously known as MDS, Inc. for the development and manufacturing of our Inductively Coupled Plasma Mass Spectrometry product line. The fair value of the acquisition was $67.7 million, including cash consideration of $35.0 million, non-cash consideration of $2.6 million for certain non-exclusive rights to intangible assets we own, and $30.4 million representing the fair value of our fifty percent equity interest in the ICPMS Joint Venture held prior to the acquisition. We recognized a pre-tax gain of $25.6 million from the re-measurement to fair value of our previously held equity interest in the ICPMS Joint Venture. This pre-tax gain is reported in interest and other expense (income), net, for fiscal year 2010.
|
(8)
|
The benefit from income taxes in
fiscal year 2013
was primarily due to a tax benefit of
$24.0 million
related to discrete items and losses in higher tax rate jurisdictions, offset by a provision from income taxes related to profits in lower tax rate jurisdictions.
|
(9)
|
The benefit from income taxes in fiscal year 2012 was primarily due to a tax benefit of
$7.0 million
related to discrete items and losses in higher tax rate jurisdictions, which included pre-tax impairment charges of
$74.2 million
, partially offset by a provision from income taxes related to profits in lower tax rate jurisdictions.
|
(10)
|
The fiscal year 2011 effective tax rate on continuing operations of
98.2%
was primarily due to the fiscal year 2011 provision of
$79.7 million
related to our planned
$350.0 million
repatriation of previously unremitted earnings.
|
(11)
|
The fiscal year 2010 effective tax rate on continuing operations of 16.3% was primarily due to the favorable impact related to the gain on the previously held equity interest in the ICPMS Joint Venture.
|
(12)
|
In November 2010, we sold our Illumination and Detection Solutions (“IDS”) business for approximately $500.0 million, $482.0 million net of payments for acquired cash balances, subject to an adjustment for working capital as of the closing date. We recognized a pre-tax gain of $315.3 million, inclusive of the net working capital adjustment, in
|
(13)
|
In October 2011, we issued and sold ten-year senior notes at a rate of
5%
with a face value of
$500.0 million
and received
$496.9 million
of net proceeds from the issuance. The debt, which matures in November 2021, is unsecured.
|
(14)
|
In
fiscal year 2013
, we repurchased in the open market approximately
3.6 million
shares of our common stock at an aggregate cost of
$123.0 million
, including commissions under the Stock Repurchase Program. In
fiscal year 2012
, we did
no
t repurchase any shares of our common stock under any stock repurchase program. In
fiscal year 2011
, we repurchased in the open market approximately
4.0 million
shares of our common stock at an aggregate cost of
$107.8 million
, including commissions. In fiscal year
2010
, we repurchased in the open market approximately
3.0 million
shares of our common stock at an aggregate cost of
$71.5 million
, including commissions. In fiscal year
2009
, we repurchased in the open market approximately
1.0 million
shares of our common stock at an aggregate cost of
$14.2 million
, including commissions. The repurchases made during fiscal years 2011, 2010, and 2009 were made pursuant to our stock repurchase program originally announced in October 2008 that expired in October 2012. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Human Health
. Develops diagnostics, tools and applications to help detect diseases earlier and more accurately and to accelerate the discovery and development of critical new therapies. The Human Health segment serves both the diagnostics and research markets.
|
•
|
Environmental Health
. Provides products, services and solutions to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets.
|
|
|
Balance
at
01/02/2011
|
|
2011
Charges
and
Changes
in
Estimates,
net
|
|
2011
Amounts
paid
|
|
2011
Acquired Accruals
|
|
Balance
at
01/01/2012
|
|
2012
Charges
and
Changes
in
Estimates,
net
|
|
2012
Amounts
paid
|
|
Balance
at
12/30/2012
|
|
2013
Charges
and
Changes
in
Estimates,
net
|
|
2013
Amounts
paid
|
|
Balance
at
12/29/2013
|
||||||||||||||||||||||
Previous Plans
|
|
$
|
22,611
|
|
|
$
|
11,480
|
|
|
$
|
(17,100
|
)
|
|
$
|
3,829
|
|
|
$
|
20,820
|
|
|
$
|
(857
|
)
|
|
$
|
(8,911
|
)
|
|
$
|
11,052
|
|
|
$
|
(1,145
|
)
|
|
$
|
(2,420
|
)
|
|
$
|
7,487
|
|
Q1 2012 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,394
|
|
|
(5,113
|
)
|
|
1,281
|
|
|
(537
|
)
|
|
(619
|
)
|
|
125
|
|
|||||||||||
Q2 2012 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,422
|
|
|
(2,836
|
)
|
|
4,586
|
|
|
1,821
|
|
|
(5,072
|
)
|
|
1,335
|
|
|||||||||||
Q3 2012 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,772
|
|
|
(219
|
)
|
|
7,553
|
|
|
(524
|
)
|
|
(3,271
|
)
|
|
3,758
|
|
|||||||||||
Q4 2012 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,936
|
|
|
(254
|
)
|
|
2,682
|
|
|
—
|
|
|
(2,089
|
)
|
|
593
|
|
|||||||||||
Q1 2013 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,585
|
|
|
(2,377
|
)
|
|
208
|
|
|||||||||||
Q2 2013 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,318
|
|
|
(6,568
|
)
|
|
12,750
|
|
|||||||||||
Q3 2013 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
(395
|
)
|
|
137
|
|
|||||||||||
Q4 2013 Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,183
|
|
|
(2,341
|
)
|
|
8,842
|
|
|||||||||||
Restructuring
|
|
22,611
|
|
|
11,480
|
|
|
(17,100
|
)
|
|
3,829
|
|
|
20,820
|
|
|
23,667
|
|
|
(17,333
|
)
|
|
27,154
|
|
|
33,233
|
|
|
(25,152
|
)
|
|
35,235
|
|
|||||||||||
Contract termination charges
|
|
486
|
|
|
1,972
|
|
|
(391
|
)
|
|
—
|
|
|
2,067
|
|
|
1,470
|
|
|
(2,941
|
)
|
|
596
|
|
|
695
|
|
|
(991
|
)
|
|
300
|
|
|||||||||||
Total restructuring and termination charges
|
|
$
|
23,097
|
|
|
$
|
13,452
|
|
|
$
|
(17,491
|
)
|
|
$
|
3,829
|
|
|
$
|
22,887
|
|
|
$
|
25,137
|
|
|
$
|
(20,274
|
)
|
|
$
|
27,750
|
|
|
$
|
33,928
|
|
|
$
|
(26,143
|
)
|
|
$
|
35,535
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
906
|
|
|
$
|
3,006
|
|
|
$
|
3,912
|
|
Closure of excess facility space
|
7,271
|
|
|
—
|
|
|
7,271
|
|
|||
Total
|
$
|
8,177
|
|
|
$
|
3,006
|
|
|
$
|
11,183
|
|
|
Human Health
|
||
|
(In thousands)
|
||
Severance
|
$
|
394
|
|
Closure of excess facility space
|
138
|
|
|
Total
|
$
|
532
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
10,009
|
|
|
$
|
8,737
|
|
|
$
|
18,746
|
|
|
Closure of excess facility space
|
522
|
|
|
50
|
|
|
572
|
|
|||
Total
|
$
|
10,531
|
|
|
$
|
8,787
|
|
|
$
|
19,318
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
2,340
|
|
|
$
|
245
|
|
|
$
|
2,585
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
562
|
|
|
$
|
2,374
|
|
|
$
|
2,936
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
3,619
|
|
|
$
|
3,629
|
|
|
$
|
7,248
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
9,064
|
|
|
$
|
179
|
|
|
$
|
9,243
|
|
|
Human Health
|
|
Environmental
Health
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Severance
|
$
|
4,851
|
|
|
$
|
927
|
|
|
$
|
5,778
|
|
Closure of excess facility space
|
79
|
|
|
—
|
|
|
79
|
|
|||
Total
|
$
|
4,930
|
|
|
$
|
927
|
|
|
$
|
5,857
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(650
|
)
|
|
$
|
(747
|
)
|
|
$
|
(1,884
|
)
|
Interest expense
|
49,924
|
|
|
45,787
|
|
|
24,783
|
|
|||
Other expense, net
|
14,836
|
|
|
2,916
|
|
|
3,875
|
|
|||
Total interest and other expense, net
|
$
|
64,110
|
|
|
$
|
47,956
|
|
|
$
|
26,774
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Gain (loss) on disposition of Photoflash business
|
$
|
493
|
|
|
$
|
2,459
|
|
|
$
|
(134
|
)
|
Loss on disposition of Technical Services business
|
(2,100
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) gain on disposition of other discontinued operations
|
(203
|
)
|
|
(54
|
)
|
|
2,133
|
|
|||
Net (loss) gain on disposition of discontinued operations before income taxes
|
$
|
(1,810
|
)
|
|
$
|
2,405
|
|
|
$
|
1,999
|
|
•
|
changes in sales due to weakness in markets in which we sell our products and services, and
|
•
|
changes in our working capital requirements.
|
•
|
financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,
|
•
|
increases in interest rates applicable to our outstanding variable rate debt,
|
•
|
a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,
|
•
|
increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,
|
•
|
a decrease in the market price for our common stock, and
|
•
|
volatility in the public debt and equity markets.
|
|
Operating
Leases
|
|
Sr. Unsecured
Revolving
Credit Facility
Maturing
2016
(1)
|
|
5.0% Sr. Notes
Maturing
2021
(2)(3)
|
|
Financing Lease Obligations
|
|
Employee
Benefit
Payments
|
|
Unrecognized
Tax
Benefits
(4)
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
2014
|
$
|
56,481
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
2,624
|
|
|
$
|
29,916
|
|
|
$
|
—
|
|
|
$
|
114,021
|
|
2015
|
39,108
|
|
|
—
|
|
|
25,000
|
|
|
2,632
|
|
|
30,984
|
|
|
—
|
|
|
97,724
|
|
|||||||
2016
|
27,220
|
|
|
397,000
|
|
|
25,000
|
|
|
2,641
|
|
|
31,438
|
|
|
—
|
|
|
483,299
|
|
|||||||
2017
|
22,545
|
|
|
—
|
|
|
25,000
|
|
|
2,649
|
|
|
31,834
|
|
|
—
|
|
|
82,028
|
|
|||||||
2018
|
19,509
|
|
|
—
|
|
|
25,000
|
|
|
2,802
|
|
|
32,599
|
|
|
—
|
|
|
79,910
|
|
|||||||
2019 and thereafter
|
91,543
|
|
|
—
|
|
|
571,918
|
|
|
26,948
|
|
|
170,363
|
|
|
—
|
|
|
860,772
|
|
|||||||
Total
|
$
|
256,406
|
|
|
$
|
397,000
|
|
|
$
|
696,918
|
|
|
$
|
40,296
|
|
|
$
|
327,134
|
|
|
$
|
—
|
|
|
$
|
1,717,754
|
|
(1)
|
The credit facility borrowings carry variable interest rates; the amount included in this table does not include interest obligations. On January 8, 2014, we refinanced our debt held under the senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility, with an initial maturity of
January 8, 2019
.
|
(2)
|
The 2021 Notes include interest obligations.
|
(3)
|
As of
December 29, 2013
the 2021 Notes had a carrying value of
$497.4 million
.
|
(4)
|
We do not expect to cash settle any uncertain tax positions during fiscal year 2014. We have excluded
$20.2 million
, including accrued interest, net of tax benefits, and penalties, from the amount related to our uncertain tax positions as we cannot make a reasonably reliable estimate of the amount and period of related future payments.
|
|
|
|
Increase (Decrease) at
December 29, 2013 |
||||
|
Percentage Point Change
|
|
Non-U.S.
|
|
U.S.
|
||
Pension plans discount rate
|
+0.25
|
|
(9,606
|
)
|
|
(7,308
|
)
|
|
-0.25
|
|
10,136
|
|
|
7,645
|
|
Rate of return on pension plan assets
|
+1.00
|
|
(1,437
|
)
|
|
(2,498
|
)
|
|
-1.00
|
|
1,437
|
|
|
2,498
|
|
Postretirement benefit plans discount rate
|
+0.25
|
|
N/A
|
|
(118
|
)
|
|
|
-0.25
|
|
N/A
|
|
62
|
|
|
Rate of return on postretirement benefit plan assets
|
+1.00
|
|
N/A
|
|
(134
|
)
|
|
|
-1.00
|
|
N/A
|
|
134
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplemental Data
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,498,070
|
|
|
$
|
1,474,674
|
|
|
$
|
1,319,510
|
|
Service revenue
|
668,162
|
|
|
640,531
|
|
|
598,998
|
|
|||
Total revenue
|
2,166,232
|
|
|
2,115,205
|
|
|
1,918,508
|
|
|||
Cost of product revenue
|
783,584
|
|
|
762,989
|
|
|
686,812
|
|
|||
Cost of service revenue
|
405,674
|
|
|
389,010
|
|
|
383,896
|
|
|||
Selling, general and administrative expenses
|
585,850
|
|
|
632,734
|
|
|
624,393
|
|
|||
Research and development expenses
|
133,023
|
|
|
132,639
|
|
|
115,821
|
|
|||
Restructuring and contract termination charges, net
|
33,928
|
|
|
25,137
|
|
|
13,452
|
|
|||
Impairment of assets
|
6,731
|
|
|
74,153
|
|
|
3,006
|
|
|||
Operating income from continuing operations
|
217,442
|
|
|
98,543
|
|
|
91,128
|
|
|||
Interest and other expense, net
|
64,110
|
|
|
47,956
|
|
|
26,774
|
|
|||
Income from continuing operations before income taxes
|
153,332
|
|
|
50,587
|
|
|
64,354
|
|
|||
(Benefit from) provision for income taxes
|
(14,592
|
)
|
|
(17,854
|
)
|
|
63,182
|
|
|||
Income from continuing operations
|
167,924
|
|
|
68,441
|
|
|
1,172
|
|
|||
(Loss) gain on disposition of discontinued operations before income taxes
|
(1,810
|
)
|
|
2,405
|
|
|
1,999
|
|
|||
(Benefit from) provision for income taxes on disposition of discontinued operations
|
(1,098
|
)
|
|
906
|
|
|
(4,484
|
)
|
|||
(Loss) gain on disposition of discontinued operations
|
(712
|
)
|
|
1,499
|
|
|
6,483
|
|
|||
Net income
|
$
|
167,212
|
|
|
$
|
69,940
|
|
|
$
|
7,655
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.50
|
|
|
$
|
0.60
|
|
|
$
|
0.01
|
|
(Loss) income from discontinued operations and dispositions
|
(0.01
|
)
|
|
0.01
|
|
|
0.06
|
|
|||
Net income
|
$
|
1.49
|
|
|
$
|
0.61
|
|
|
$
|
0.07
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.48
|
|
|
$
|
0.60
|
|
|
$
|
0.01
|
|
(Loss) income from discontinued operations and dispositions
|
(0.01
|
)
|
|
0.01
|
|
|
0.06
|
|
|||
Net income
|
$
|
1.47
|
|
|
$
|
0.61
|
|
|
$
|
0.07
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
167,212
|
|
|
$
|
69,940
|
|
|
$
|
7,655
|
|
Other comprehensive income
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
8,756
|
|
|
11,363
|
|
|
1,814
|
|
|||
Unrecognized prior service costs, net of tax
|
(658
|
)
|
|
(82
|
)
|
|
107
|
|
|||
Reclassification adjustments for losses on derivatives included in net income, net of tax
|
2,892
|
|
|
1,196
|
|
|
1,196
|
|
|||
Unrealized gains (losses) on securities, net of tax
|
8
|
|
|
30
|
|
|
(59
|
)
|
|||
Other comprehensive income
|
10,998
|
|
|
12,507
|
|
|
3,058
|
|
|||
Comprehensive income
|
$
|
178,210
|
|
|
$
|
82,447
|
|
|
$
|
10,713
|
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands, except share
and per share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
173,242
|
|
|
$
|
171,444
|
|
Accounts receivable, net
|
470,028
|
|
|
457,011
|
|
||
Inventories
|
261,036
|
|
|
247,688
|
|
||
Other current assets
|
140,532
|
|
|
95,611
|
|
||
Total current assets
|
1,044,838
|
|
|
971,754
|
|
||
Property, plant and equipment, net
|
185,373
|
|
|
210,516
|
|
||
Marketable securities and investments
|
1,319
|
|
|
1,149
|
|
||
Intangible assets, net
|
460,430
|
|
|
529,901
|
|
||
Goodwill
|
2,143,120
|
|
|
2,122,788
|
|
||
Other assets, net
|
111,632
|
|
|
65,654
|
|
||
Total assets
|
$
|
3,946,712
|
|
|
$
|
3,901,762
|
|
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
2,624
|
|
|
$
|
1,772
|
|
Accounts payable
|
167,196
|
|
|
168,943
|
|
||
Accrued restructuring and contract termination charges
|
26,374
|
|
|
21,364
|
|
||
Accrued expenses and other current liabilities
|
404,064
|
|
|
388,026
|
|
||
Current liabilities of discontinued operations
|
2,538
|
|
|
995
|
|
||
Total current liabilities
|
602,796
|
|
|
581,100
|
|
||
Long-term debt
|
932,104
|
|
|
938,824
|
|
||
Long-term liabilities
|
417,325
|
|
|
442,026
|
|
||
Total liabilities
|
1,952,225
|
|
|
1,961,950
|
|
||
Commitments and contingencies (see Note 16)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 112,626,000 and 115,036,000 shares at December 29, 2013 and December 30, 2012, respectively
|
112,626
|
|
|
115,036
|
|
||
Capital in excess of par value
|
119,906
|
|
|
209,610
|
|
||
Retained earnings
|
1,684,364
|
|
|
1,548,573
|
|
||
Accumulated other comprehensive income
|
77,591
|
|
|
66,593
|
|
||
Total stockholders’ equity
|
1,994,487
|
|
|
1,939,812
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,946,712
|
|
|
$
|
3,901,762
|
|
|
Common
Stock
Amount
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders’
Equity
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance, January 2, 2011
|
$
|
115,715
|
|
|
$
|
224,013
|
|
|
$
|
1,534,635
|
|
|
$
|
51,028
|
|
|
$
|
1,925,391
|
|
Net income
|
—
|
|
|
—
|
|
|
7,655
|
|
|
—
|
|
|
7,655
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
|
3,058
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(31,607
|
)
|
|
—
|
|
|
(31,607
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
1,138
|
|
|
31,196
|
|
|
—
|
|
|
—
|
|
|
32,334
|
|
|||||
Issuance of common stock for employee benefit plans
|
103
|
|
|
2,094
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|||||
Purchases of common stock
|
(4,084
|
)
|
|
(105,921
|
)
|
|
—
|
|
|
—
|
|
|
(110,005
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
285
|
|
|
8,372
|
|
|
—
|
|
|
—
|
|
|
8,657
|
|
|||||
Stock compensation
|
—
|
|
|
4,536
|
|
|
—
|
|
|
—
|
|
|
4,536
|
|
|||||
Balance, January 1, 2012
|
$
|
113,157
|
|
|
$
|
164,290
|
|
|
$
|
1,510,683
|
|
|
$
|
54,086
|
|
|
$
|
1,842,216
|
|
Net income
|
—
|
|
|
—
|
|
|
69,940
|
|
|
—
|
|
|
69,940
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,507
|
|
|
12,507
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(32,050
|
)
|
|
—
|
|
|
(32,050
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
1,611
|
|
|
32,395
|
|
|
—
|
|
|
—
|
|
|
34,006
|
|
|||||
Issuance of common stock for employee benefit plans
|
54
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
1,323
|
|
|||||
Purchases of common stock
|
(82
|
)
|
|
(2,022
|
)
|
|
—
|
|
|
—
|
|
|
(2,104
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
296
|
|
|
8,659
|
|
|
—
|
|
|
—
|
|
|
8,955
|
|
|||||
Stock compensation
|
—
|
|
|
5,019
|
|
|
—
|
|
|
—
|
|
|
5,019
|
|
|||||
Balance, December 30, 2012
|
$
|
115,036
|
|
|
$
|
209,610
|
|
|
$
|
1,548,573
|
|
|
$
|
66,593
|
|
|
$
|
1,939,812
|
|
Net income
|
—
|
|
|
—
|
|
|
167,212
|
|
|
—
|
|
|
167,212
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,998
|
|
|
10,998
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(31,421
|
)
|
|
—
|
|
|
(31,421
|
)
|
|||||
Exercise of employee stock options and related income tax benefits
|
947
|
|
|
18,895
|
|
|
—
|
|
|
—
|
|
|
19,842
|
|
|||||
Issuance of common stock for employee benefit plans
|
90
|
|
|
2,642
|
|
|
—
|
|
|
—
|
|
|
2,732
|
|
|||||
Purchases of common stock
|
(3,728
|
)
|
|
(123,670
|
)
|
|
—
|
|
|
—
|
|
|
(127,398
|
)
|
|||||
Issuance of common stock for long-term incentive program
|
281
|
|
|
7,976
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
|||||
Stock compensation
|
—
|
|
|
4,453
|
|
|
—
|
|
|
—
|
|
|
4,453
|
|
|||||
Balance, December 29, 2013
|
$
|
112,626
|
|
|
$
|
119,906
|
|
|
$
|
1,684,364
|
|
|
$
|
77,591
|
|
|
$
|
1,994,487
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
167,212
|
|
|
$
|
69,940
|
|
|
$
|
7,655
|
|
Less: loss (income) from discontinued operations and dispositions, net of income taxes
|
712
|
|
|
(1,499
|
)
|
|
(6,483
|
)
|
|||
Income from continuing operations
|
167,924
|
|
|
68,441
|
|
|
1,172
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
|
|
|
|
|
|
||||||
Restructuring and contract termination charges, net
|
33,928
|
|
|
25,137
|
|
|
13,452
|
|
|||
Depreciation and amortization
|
128,471
|
|
|
126,865
|
|
|
110,921
|
|
|||
Stock-based compensation
|
14,053
|
|
|
21,031
|
|
|
15,482
|
|
|||
Pension and other postretirement expense
|
(18,176
|
)
|
|
35,336
|
|
|
74,974
|
|
|||
Deferred taxes
|
(29,907
|
)
|
|
(65,551
|
)
|
|
(289
|
)
|
|||
Contingencies and non-cash tax matters
|
(34,455
|
)
|
|
1,382
|
|
|
5,482
|
|
|||
Amortization of deferred debt issuance costs, interest rate hedges and accretion of discounts
|
6,502
|
|
|
3,517
|
|
|
5,651
|
|
|||
(Gains) losses on dispositions, net
|
(1,566
|
)
|
|
—
|
|
|
113
|
|
|||
Amortization of acquired inventory revaluation
|
203
|
|
|
5,214
|
|
|
4,092
|
|
|||
Asset Impairments
|
6,731
|
|
|
74,153
|
|
|
3,006
|
|
|||
Changes in assets and liabilities which (used) provided cash, excluding effects from companies purchased and divested:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(14,440
|
)
|
|
(44,626
|
)
|
|
(20,597
|
)
|
|||
Inventories, net
|
(13,851
|
)
|
|
(8,213
|
)
|
|
(2,200
|
)
|
|||
Accounts payable
|
(1,800
|
)
|
|
(7,876
|
)
|
|
(1,776
|
)
|
|||
Excess tax benefit from exercise of common stock options
|
—
|
|
|
(1,767
|
)
|
|
(9,321
|
)
|
|||
Accrued expenses and other
|
(85,564
|
)
|
|
(79,468
|
)
|
|
33,841
|
|
|||
Net cash provided by operating activities of continuing operations
|
158,053
|
|
|
153,575
|
|
|
234,003
|
|
|||
Net cash provided by (used in) operating activities of discontinued operations
|
538
|
|
|
(1,405
|
)
|
|
(9,129
|
)
|
|||
Net cash provided by operating activities
|
158,591
|
|
|
152,170
|
|
|
224,874
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(38,991
|
)
|
|
(42,408
|
)
|
|
(30,592
|
)
|
|||
Proceeds from dispositions of property, plant and equipment, net
|
52,202
|
|
|
—
|
|
|
456
|
|
|||
Changes in restricted cash balances
|
—
|
|
|
487
|
|
|
1,250
|
|
|||
Proceeds from surrender of life insurance policies
|
783
|
|
|
—
|
|
|
814
|
|
|||
Activity related to acquisitions and investments, net of cash and cash equivalents acquired
|
(15,699
|
)
|
|
(40,858
|
)
|
|
(914,041
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(1,705
|
)
|
|
(82,779
|
)
|
|
(942,113
|
)
|
|||
Net cash provided by investing activities of discontinued operations
|
494
|
|
|
2,470
|
|
|
32,252
|
|
|||
Net cash used in investing activities
|
(1,211
|
)
|
|
(80,309
|
)
|
|
(909,861
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payments on revolving credit facility
|
(538,000
|
)
|
|
(435,850
|
)
|
|
(763,000
|
)
|
|||
Proceeds from revolving credit facility
|
677,000
|
|
|
395,000
|
|
|
787,000
|
|
|||
Prepayment of long-term debt
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|||
Premium on prepayment of long-term debt
|
(11,119
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of senior debt
|
—
|
|
|
—
|
|
|
496,860
|
|
|||
Payments of debt issuance costs
|
—
|
|
|
(416
|
)
|
|
(10,531
|
)
|
|||
Proceeds from (payments on) other credit facilities
|
5,281
|
|
|
5,274
|
|
|
(2,303
|
)
|
|||
Settlement of cash flow hedges
|
1,363
|
|
|
4,050
|
|
|
—
|
|
|||
Payments for acquisition-related contingent consideration
|
—
|
|
|
(12,459
|
)
|
|
(137
|
)
|
|||
Excess tax benefit from exercise of common stock
|
—
|
|
|
1,767
|
|
|
9,321
|
|
|||
Proceeds from issuance of common stock under stock plans
|
20,313
|
|
|
32,478
|
|
|
23,736
|
|
|||
Purchases of common stock
|
(127,398
|
)
|
|
(2,104
|
)
|
|
(110,005
|
)
|
|||
Dividends paid
|
(31,600
|
)
|
|
(31,903
|
)
|
|
(31,829
|
)
|
|||
Net cash (used in) provided by financing activities of continuing operations
|
(154,160
|
)
|
|
(44,163
|
)
|
|
399,112
|
|
|||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(1,908
|
)
|
|||
Net cash (used in) provided by financing activities
|
(154,160
|
)
|
|
(44,163
|
)
|
|
397,204
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,422
|
)
|
|
1,404
|
|
|
10,039
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,798
|
|
|
29,102
|
|
|
(277,744
|
)
|
|||
Cash and cash equivalents at beginning of year
|
171,444
|
|
|
142,342
|
|
|
420,086
|
|
|||
Cash and cash equivalents at end of year
|
$
|
173,242
|
|
|
$
|
171,444
|
|
|
$
|
142,342
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
39,904
|
|
|
$
|
40,447
|
|
|
$
|
12,184
|
|
Income taxes
|
$
|
36,675
|
|
|
$
|
53,281
|
|
|
$
|
41,644
|
|
Note 1:
|
Nature of Operations and Accounting Policies
|
Note 2:
|
Business Combinations
|
|
Haoyuan
|
||
|
(In thousands)
|
||
Fair value of business combination:
|
|
||
Cash payments
|
$
|
38,000
|
|
Contingent consideration
|
1,900
|
|
|
Working capital and other adjustments
|
(2,729
|
)
|
|
Less: cash acquired
|
(175
|
)
|
|
Total
|
$
|
36,996
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
$
|
2,389
|
|
Property, plant and equipment
|
2,906
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
17,700
|
|
|
Trade names
|
400
|
|
|
IPR&D
|
300
|
|
|
Goodwill
|
19,682
|
|
|
Deferred taxes
|
(2,656
|
)
|
|
Liabilities assumed
|
(3,725
|
)
|
|
Total
|
$
|
36,996
|
|
|
Caliper
|
|
Other
|
||||
|
(In thousands)
|
||||||
Fair value of business combination:
|
|
|
|
||||
Cash payments
|
$
|
646,317
|
|
|
$
|
333,581
|
|
Contingent consideration
|
—
|
|
|
20,124
|
|
||
Working capital and other adjustments
|
—
|
|
|
32
|
|
||
Less: cash acquired
|
(43,576
|
)
|
|
(26,923
|
)
|
||
Total
|
$
|
602,741
|
|
|
$
|
326,814
|
|
Identifiable assets acquired and liabilities assumed:
|
|
|
|
||||
Current assets
|
$
|
55,027
|
|
|
$
|
16,857
|
|
Property, plant and equipment
|
14,580
|
|
|
1,661
|
|
||
Identifiable intangible assets:
|
|
|
|
||||
Core technology
|
52,000
|
|
|
35,724
|
|
||
Trade names
|
14,200
|
|
|
3,374
|
|
||
Licenses
|
18,000
|
|
|
3,000
|
|
||
Customer relationships
|
93,000
|
|
|
96,910
|
|
||
IPR&D
|
—
|
|
|
3,839
|
|
||
Goodwill
|
353,103
|
|
|
236,573
|
|
||
Deferred taxes
|
52,472
|
|
|
(45,017
|
)
|
||
Deferred revenue
|
(6,554
|
)
|
|
(10,496
|
)
|
||
Liabilities assumed
|
(43,087
|
)
|
|
(15,611
|
)
|
||
Total
|
$
|
602,741
|
|
|
$
|
326,814
|
|
Note 3:
|
Discontinued Operations
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Gain (loss) on disposition of Photoflash business
|
$
|
493
|
|
|
$
|
2,459
|
|
|
$
|
(134
|
)
|
Loss on disposition of Technical Services business
|
(2,100
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) gain on disposition of other discontinued operations
|
(203
|
)
|
|
(54
|
)
|
|
2,133
|
|
|||
Net (loss) gain on disposition of discontinued operations before income taxes
|
$
|
(1,810
|
)
|
|
$
|
2,405
|
|
|
$
|
1,999
|
|
Note 4:
|
Restructuring and Contract Termination Charges, Net
|
|
Severance
|
|
Closure of
Excess Facility
Space
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Provision
|
$
|
3,912
|
|
|
$
|
7,271
|
|
|
$
|
11,183
|
|
Amounts paid and foreign currency translation
|
(1,924
|
)
|
|
(417
|
)
|
|
(2,341
|
)
|
|||
Balance at December 29, 2013
|
$
|
1,988
|
|
|
$
|
6,854
|
|
|
$
|
8,842
|
|
|
Severance
|
|
Closure of
Excess Facility
Space
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Provision
|
$
|
394
|
|
|
$
|
138
|
|
|
$
|
532
|
|
Amounts paid and foreign currency translation
|
(257
|
)
|
|
(138
|
)
|
|
(395
|
)
|
|||
Balance at December 29, 2013
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
Severance
|
|
Closure of
Excess Facility
Space
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Provision
|
$
|
18,746
|
|
|
$
|
572
|
|
|
$
|
19,318
|
|
Amounts paid and foreign currency translation
|
(5,996
|
)
|
|
(572
|
)
|
|
(6,568
|
)
|
|||
Balance at December 29, 2013
|
$
|
12,750
|
|
|
$
|
—
|
|
|
$
|
12,750
|
|
|
Severance
|
||
|
(In thousands)
|
||
Provision
|
$
|
2,585
|
|
Amounts paid and foreign currency translation
|
(2,377
|
)
|
|
Balance at December 29, 2013
|
$
|
208
|
|
|
Severance
|
||
|
(In thousands)
|
||
Provision
|
$
|
2,936
|
|
Amounts paid and foreign currency translation
|
(254
|
)
|
|
Balance at December 30, 2012
|
2,682
|
|
|
Amounts paid and foreign currency translation
|
(2,089
|
)
|
|
Balance at December 29, 2013
|
$
|
593
|
|
|
Severance
|
||
|
(In thousands)
|
||
Provision
|
$
|
7,446
|
|
Change in estimate
|
326
|
|
|
Amounts paid and foreign currency translation
|
(219
|
)
|
|
Balance at December 30, 2012
|
7,553
|
|
|
Change in estimate
|
(524
|
)
|
|
Amounts paid and foreign currency translation
|
(3,271
|
)
|
|
Balance at December 29, 2013
|
$
|
3,758
|
|
|
Severance
|
||
|
(In thousands)
|
||
Provision
|
$
|
7,422
|
|
Amounts paid and foreign currency translation
|
(2,836
|
)
|
|
Balance at December 30, 2012
|
4,586
|
|
|
Provision
|
2,115
|
|
|
Change in estimate
|
(294
|
)
|
|
Amounts paid and foreign currency translation
|
(5,072
|
)
|
|
Balance at December 29, 2013
|
$
|
1,335
|
|
|
Severance
|
|
Closure of
Excess Facility
Space
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Provision
|
$
|
6,315
|
|
|
$
|
79
|
|
|
$
|
6,394
|
|
Amounts paid and foreign currency translation
|
(5,034
|
)
|
|
(79
|
)
|
|
(5,113
|
)
|
|||
Balance at December 30, 2012
|
1,281
|
|
|
—
|
|
|
1,281
|
|
|||
Change in estimate
|
(537
|
)
|
|
—
|
|
|
(537
|
)
|
|||
Amounts paid and foreign currency translation
|
(619
|
)
|
|
—
|
|
|
(619
|
)
|
|||
Balance at December 29, 2013
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
125
|
|
Note 5:
|
Interest and Other Expense, Net
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(650
|
)
|
|
$
|
(747
|
)
|
|
$
|
(1,884
|
)
|
Interest expense
|
49,924
|
|
|
45,787
|
|
|
24,783
|
|
|||
Other expense, net
|
14,836
|
|
|
2,916
|
|
|
3,875
|
|
|||
Total interest and other expense, net
|
$
|
64,110
|
|
|
$
|
47,956
|
|
|
$
|
26,774
|
|
Note 6:
|
Income Taxes
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits, beginning of period
|
$
|
58,110
|
|
|
$
|
51,740
|
|
|
$
|
39,226
|
|
Gross increases—tax positions in prior period
|
325
|
|
|
10,653
|
|
|
2,753
|
|
|||
Gross decreases—tax positions in prior period
|
(10,539
|
)
|
|
(4,665
|
)
|
|
(4,729
|
)
|
|||
Gross increases—current-period tax positions
|
2,222
|
|
|
3,343
|
|
|
2,451
|
|
|||
Gross increases—related to acquisitions
|
—
|
|
|
—
|
|
|
14,412
|
|
|||
Settlements
|
(3,643
|
)
|
|
(2,822
|
)
|
|
(430
|
)
|
|||
Lapse of statute of limitations
|
(6,495
|
)
|
|
(595
|
)
|
|
(2,224
|
)
|
|||
Foreign currency translation adjustments
|
(570
|
)
|
|
456
|
|
|
281
|
|
|||
Unrecognized tax benefits, end of period
|
$
|
39,410
|
|
|
$
|
58,110
|
|
|
$
|
51,740
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
(82,253
|
)
|
|
$
|
(118,546
|
)
|
|
$
|
(145,298
|
)
|
Non-U.S.
|
235,585
|
|
|
169,133
|
|
|
209,652
|
|
|||
Total
|
$
|
153,332
|
|
|
$
|
50,587
|
|
|
$
|
64,354
|
|
|
Current Expense (Benefit)
|
|
Deferred Expense
(Benefit)
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended December 29, 2013
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,292
|
)
|
|
$
|
(29,961
|
)
|
|
$
|
(31,253
|
)
|
State
|
1,582
|
|
|
(2,147
|
)
|
|
(565
|
)
|
|||
Non-U.S.
|
15,025
|
|
|
2,201
|
|
|
17,226
|
|
|||
Total
|
$
|
15,315
|
|
|
$
|
(29,907
|
)
|
|
$
|
(14,592
|
)
|
Fiscal year ended December 30, 2012
|
|
|
|
|
|
||||||
Federal
|
$
|
(5,234
|
)
|
|
$
|
(34,920
|
)
|
|
$
|
(40,154
|
)
|
State
|
2,617
|
|
|
(2,794
|
)
|
|
(177
|
)
|
|||
Non-U.S.
|
50,314
|
|
|
(27,837
|
)
|
|
22,477
|
|
|||
Total
|
$
|
47,697
|
|
|
$
|
(65,551
|
)
|
|
$
|
(17,854
|
)
|
Fiscal year ended January 1, 2012
|
|
|
|
|
|
||||||
Federal
|
$
|
18,309
|
|
|
$
|
8,615
|
|
|
$
|
26,924
|
|
State
|
3,397
|
|
|
(4,583
|
)
|
|
(1,186
|
)
|
|||
Non-U.S.
|
41,765
|
|
|
(4,321
|
)
|
|
37,444
|
|
|||
Total
|
$
|
63,471
|
|
|
$
|
(289
|
)
|
|
$
|
63,182
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Continuing operations
|
$
|
(14,592
|
)
|
|
$
|
(17,854
|
)
|
|
$
|
63,182
|
|
Discontinued operations
|
(1,098
|
)
|
|
906
|
|
|
(4,484
|
)
|
|||
Total
|
$
|
(15,690
|
)
|
|
$
|
(16,948
|
)
|
|
$
|
58,698
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate
|
$
|
53,663
|
|
|
$
|
17,708
|
|
|
$
|
22,526
|
|
Non-U.S. rate differential, net
|
(36,377
|
)
|
|
(26,652
|
)
|
|
(37,797
|
)
|
|||
U.S. taxation of multinational operations
|
3,658
|
|
|
1,727
|
|
|
1,487
|
|
|||
State income taxes, net
|
(2,145
|
)
|
|
3,265
|
|
|
(5,536
|
)
|
|||
Prior year tax matters
|
(23,534
|
)
|
|
3,389
|
|
|
(9,079
|
)
|
|||
Estimated taxes on repatriation
|
—
|
|
|
—
|
|
|
79,662
|
|
|||
Federal tax credits
|
(5,452
|
)
|
|
(1,657
|
)
|
|
(1,509
|
)
|
|||
Change in valuation allowance
|
(4,675
|
)
|
|
(14,446
|
)
|
|
11,364
|
|
|||
Other, net
|
270
|
|
|
(1,188
|
)
|
|
2,064
|
|
|||
Total
|
$
|
(14,592
|
)
|
|
$
|
(17,854
|
)
|
|
$
|
63,182
|
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory
|
$
|
9,850
|
|
|
$
|
9,893
|
|
Reserves and accruals
|
30,269
|
|
|
19,845
|
|
||
Accrued compensation
|
15,920
|
|
|
15,803
|
|
||
Net operating loss and credit carryforwards
|
132,710
|
|
|
165,274
|
|
||
Accrued pension
|
23,353
|
|
|
34,016
|
|
||
Restructuring reserve
|
6,853
|
|
|
7,951
|
|
||
Deferred revenue
|
42,687
|
|
|
42,054
|
|
||
All other, net
|
1,666
|
|
|
1,432
|
|
||
Total deferred tax assets
|
263,308
|
|
|
296,268
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Postretirement health benefits
|
(3,894
|
)
|
|
(3,472
|
)
|
||
Depreciation and amortization
|
(163,269
|
)
|
|
(191,075
|
)
|
||
Repatriation accrual
|
—
|
|
|
(31,447
|
)
|
||
Total deferred tax liabilities
|
(167,163
|
)
|
|
(225,994
|
)
|
||
Valuation allowance
|
(63,139
|
)
|
|
(67,814
|
)
|
||
Net deferred tax assets
|
$
|
33,006
|
|
|
$
|
2,460
|
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
U.S.
|
$
|
22,565
|
|
|
$
|
(10,919
|
)
|
Non-U.S.
|
10,441
|
|
|
13,379
|
|
||
Total
|
$
|
33,006
|
|
|
$
|
2,460
|
|
Note 7:
|
Earnings Per Share
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|||
|
(In thousands)
|
|||||||
Number of common shares—basic
|
112,254
|
|
|
113,728
|
|
|
112,976
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
982
|
|
|
847
|
|
|
739
|
|
Restricted stock awards
|
267
|
|
|
285
|
|
|
149
|
|
Number of common shares—diluted
|
113,503
|
|
|
114,860
|
|
|
113,864
|
|
Number of potentially dilutive securities excluded from calculation due to antidilutive impact
|
485
|
|
|
1,288
|
|
|
2,281
|
|
Note 8:
|
Accounts Receivable, Net
|
Note 9:
|
Inventories, Net
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
92,891
|
|
|
$
|
74,924
|
|
Work in progress
|
15,505
|
|
|
12,768
|
|
||
Finished goods
|
152,640
|
|
|
159,996
|
|
||
Total inventories, net
|
$
|
261,036
|
|
|
$
|
247,688
|
|
Note 10:
|
Property, Plant and Equipment, Net
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Land
|
$
|
1,779
|
|
|
$
|
8,050
|
|
Building and leasehold improvements
|
174,449
|
|
|
180,821
|
|
||
Machinery and equipment
|
327,956
|
|
|
324,608
|
|
||
Total property, plant and equipment
|
504,184
|
|
|
513,479
|
|
||
Accumulated depreciation
|
(318,811
|
)
|
|
(302,963
|
)
|
||
Total property, plant and equipment, net
|
$
|
185,373
|
|
|
$
|
210,516
|
|
Note 11:
|
Marketable Securities and Investments
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
1,319
|
|
|
$
|
1,149
|
|
|
Market
|
|
Gross Unrealized Holding
|
||||||||||||
Value
|
|
Cost
|
|
Gains
|
|
(Losses)
|
|||||||||
|
|
(In thousands)
|
|
|
|||||||||||
December 29, 2013
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
740
|
|
|
$
|
871
|
|
|
$
|
—
|
|
|
$
|
(131
|
)
|
Fixed-income securities
|
308
|
|
|
308
|
|
|
—
|
|
|
—
|
|
||||
Other
|
271
|
|
|
334
|
|
|
—
|
|
|
(63
|
)
|
||||
|
$
|
1,319
|
|
|
$
|
1,513
|
|
|
$
|
—
|
|
|
$
|
(194
|
)
|
December 30, 2012
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
657
|
|
|
$
|
804
|
|
|
$
|
—
|
|
|
$
|
(147
|
)
|
Fixed-income securities
|
294
|
|
|
294
|
|
|
—
|
|
|
—
|
|
||||
Other
|
198
|
|
|
261
|
|
|
—
|
|
|
(63
|
)
|
||||
|
$
|
1,149
|
|
|
$
|
1,359
|
|
|
$
|
—
|
|
|
$
|
(210
|
)
|
Note 12:
|
Goodwill and Intangible Assets, Net
|
|
Human
Health
|
|
Environmental
Health
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Adjusted balance at January 1, 2012
|
$
|
1,606,913
|
|
|
$
|
487,322
|
|
|
$
|
2,094,235
|
|
Foreign currency translation
|
5,892
|
|
|
2,979
|
|
|
8,871
|
|
|||
Acquisitions, earnouts and other
|
19,682
|
|
|
—
|
|
|
19,682
|
|
|||
Adjusted balance at December 30, 2012
|
1,632,487
|
|
|
490,301
|
|
|
2,122,788
|
|
|||
Foreign currency translation
|
12,867
|
|
|
2,300
|
|
|
15,167
|
|
|||
Acquisitions, earnouts and other
|
2,978
|
|
|
2,187
|
|
|
5,165
|
|
|||
Balance at December 29, 2013
|
$
|
1,648,332
|
|
|
$
|
494,788
|
|
|
$
|
2,143,120
|
|
|
Human
Health
|
|
Environmental
Health
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Patents
|
$
|
36,791
|
|
|
$
|
2,800
|
|
|
$
|
39,591
|
|
Less: Accumulated amortization
|
(22,205
|
)
|
|
(2,002
|
)
|
|
(24,207
|
)
|
|||
Net patents
|
14,586
|
|
|
798
|
|
|
15,384
|
|
|||
Trade names and trademarks
|
35,972
|
|
|
86
|
|
|
36,058
|
|
|||
Less: Accumulated amortization
|
(16,371
|
)
|
|
(86
|
)
|
|
(16,457
|
)
|
|||
Net trade names and trademarks
|
19,601
|
|
|
—
|
|
|
19,601
|
|
|||
Licenses
|
71,580
|
|
|
7,600
|
|
|
79,180
|
|
|||
Less: Accumulated amortization
|
(45,835
|
)
|
|
(7,095
|
)
|
|
(52,930
|
)
|
|||
Net licenses
|
25,745
|
|
|
505
|
|
|
26,250
|
|
|||
Core technology
|
187,387
|
|
|
114,683
|
|
|
302,070
|
|
|||
Less: Accumulated amortization
|
(88,811
|
)
|
|
(80,515
|
)
|
|
(169,326
|
)
|
|||
Net core technology
|
98,576
|
|
|
34,168
|
|
|
132,744
|
|
|||
Customer relationships
|
305,038
|
|
|
16,357
|
|
|
321,395
|
|
|||
Less: Accumulated amortization
|
(127,397
|
)
|
|
(5,436
|
)
|
|
(132,833
|
)
|
|||
Net customer relationships
|
177,641
|
|
|
10,921
|
|
|
188,562
|
|
|||
IPR&D
|
4,257
|
|
|
5,226
|
|
|
9,483
|
|
|||
Less: Accumulated amortization
|
(695
|
)
|
|
(1,483
|
)
|
|
(2,178
|
)
|
|||
Net IPR&D
|
3,562
|
|
|
3,743
|
|
|
7,305
|
|
|||
Net amortizable intangible assets
|
339,711
|
|
|
50,135
|
|
|
389,846
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade names and trademarks
|
—
|
|
|
70,584
|
|
|
70,584
|
|
|||
Total
|
$
|
339,711
|
|
|
$
|
120,719
|
|
|
$
|
460,430
|
|
|
Human
Health
|
|
Environmental
Health
|
|
Consolidated
|
||||||
|
(As adjusted)
|
|
|
||||||||
|
(In thousands)
|
||||||||||
Patents
|
$
|
91,948
|
|
|
$
|
16,021
|
|
|
$
|
107,969
|
|
Less: Accumulated amortization
|
(74,831
|
)
|
|
(15,123
|
)
|
|
(89,954
|
)
|
|||
Net patents
|
17,117
|
|
|
898
|
|
|
18,015
|
|
|||
Trade names and trademarks
|
37,511
|
|
|
183
|
|
|
37,694
|
|
|||
Less: Accumulated amortization
|
(13,707
|
)
|
|
(179
|
)
|
|
(13,886
|
)
|
|||
Net trade names and trademarks
|
23,804
|
|
|
4
|
|
|
23,808
|
|
|||
Licenses
|
72,674
|
|
|
7,933
|
|
|
80,607
|
|
|||
Less: Accumulated amortization
|
(41,493
|
)
|
|
(5,875
|
)
|
|
(47,368
|
)
|
|||
Net licenses
|
31,181
|
|
|
2,058
|
|
|
33,239
|
|
|||
Core technology
|
268,902
|
|
|
138,643
|
|
|
407,545
|
|
|||
Less: Accumulated amortization
|
(146,662
|
)
|
|
(101,848
|
)
|
|
(248,510
|
)
|
|||
Net core technology
|
122,240
|
|
|
36,795
|
|
|
159,035
|
|
|||
Customer relationships
|
321,732
|
|
|
5,905
|
|
|
327,637
|
|
|||
Less: Accumulated amortization
|
(105,764
|
)
|
|
(2,620
|
)
|
|
(108,384
|
)
|
|||
Net customer relationships
|
215,968
|
|
|
3,285
|
|
|
219,253
|
|
|||
IPR&D
|
4,163
|
|
|
3,300
|
|
|
7,463
|
|
|||
Less: Accumulated amortization
|
(376
|
)
|
|
(1,120
|
)
|
|
(1,496
|
)
|
|||
Net IPR&D
|
3,787
|
|
|
2,180
|
|
|
5,967
|
|
|||
Net amortizable intangible assets
|
414,097
|
|
|
45,220
|
|
|
459,317
|
|
|||
Non-amortizable intangible assets:
|
|
|
|
|
|
||||||
Trade names and trademarks
|
—
|
|
|
70,584
|
|
|
70,584
|
|
|||
Total
|
$
|
414,097
|
|
|
$
|
115,804
|
|
|
$
|
529,901
|
|
Note 13:
|
Debt
|
|
Sr. Unsecured
Revolving
Credit Facility
Maturing 2016
(1)
|
|
5.0% Sr. Notes
Maturing 2021
|
|
Financing Lease Obligations
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,624
|
|
|
$
|
2,624
|
|
2015
|
—
|
|
|
—
|
|
|
2,632
|
|
|
2,632
|
|
||||
2016
|
397,000
|
|
|
—
|
|
|
2,641
|
|
|
399,641
|
|
||||
2017
|
—
|
|
|
—
|
|
|
2,649
|
|
|
2,649
|
|
||||
2018
|
—
|
|
|
—
|
|
|
2,802
|
|
|
2,802
|
|
||||
2019 and thereafter
|
—
|
|
|
500,000
|
|
|
26,948
|
|
|
526,948
|
|
||||
Total before unamortized discount
|
397,000
|
|
|
500,000
|
|
|
40,296
|
|
|
937,296
|
|
||||
Unamortized discount
|
—
|
|
|
(2,568
|
)
|
|
—
|
|
|
(2,568
|
)
|
||||
Total
|
$
|
397,000
|
|
|
$
|
497,432
|
|
|
$
|
40,296
|
|
|
$
|
934,728
|
|
(1)
|
On January 8, 2014, the Company refinanced its debt held under the senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility, with an initial maturity of
January 8, 2019
.
|
Note 14:
|
Accrued Expenses and Other Current Liabilities
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Payroll and incentives
|
$
|
53,049
|
|
|
$
|
55,342
|
|
Employee benefits
|
41,019
|
|
|
42,485
|
|
||
Deferred revenue
|
164,723
|
|
|
154,247
|
|
||
Federal, non-U.S. and state income taxes
|
11,783
|
|
|
16,091
|
|
||
Other accrued operating expenses
|
133,490
|
|
|
119,861
|
|
||
Total accrued expenses and other current liabilities
|
$
|
404,064
|
|
|
$
|
388,026
|
|
Note 15:
|
Employee Benefit Plans
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
3,664
|
|
|
$
|
3,852
|
|
|
$
|
3,880
|
|
Interest cost
|
21,334
|
|
|
23,164
|
|
|
25,169
|
|
|||
Expected return on plan assets
|
(25,106
|
)
|
|
(20,768
|
)
|
|
(22,534
|
)
|
|||
Actuarial (gain) loss
|
(16,464
|
)
|
|
28,355
|
|
|
64,005
|
|
|||
Amortization of prior service cost
|
(267
|
)
|
|
(242
|
)
|
|
(221
|
)
|
|||
Net periodic pension (credit) cost
|
$
|
(16,839
|
)
|
|
$
|
34,361
|
|
|
$
|
70,299
|
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||||||||
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|||||||||
(In thousands)
|
|||||||||||||||
Actuarial present value of benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
277,125
|
|
|
$
|
279,299
|
|
|
$
|
271,153
|
|
|
$
|
301,770
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of year
|
$
|
278,707
|
|
|
$
|
301,770
|
|
|
$
|
231,325
|
|
|
$
|
297,001
|
|
Service cost
|
2,589
|
|
|
1,075
|
|
|
2,502
|
|
|
1,350
|
|
||||
Interest cost
|
9,834
|
|
|
11,500
|
|
|
11,235
|
|
|
11,929
|
|
||||
Benefits paid and plan expenses
|
(11,218
|
)
|
|
(17,817
|
)
|
|
(10,625
|
)
|
|
(17,568
|
)
|
||||
Participants’ contributions
|
391
|
|
|
—
|
|
|
432
|
|
|
—
|
|
||||
Plan settlement
|
(918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
1,678
|
|
|
(17,229
|
)
|
|
38,541
|
|
|
9,058
|
|
||||
Effect of exchange rate changes
|
7,153
|
|
|
—
|
|
|
5,297
|
|
|
—
|
|
||||
Projected benefit obligations at end of year
|
$
|
288,216
|
|
|
$
|
279,299
|
|
|
$
|
278,707
|
|
|
$
|
301,770
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
114,515
|
|
|
$
|
221,755
|
|
|
$
|
97,836
|
|
|
$
|
195,022
|
|
Actual return on plan assets
|
17,201
|
|
|
8,818
|
|
|
12,710
|
|
|
27,301
|
|
||||
Benefits paid and plan expenses
|
(11,218
|
)
|
|
(17,817
|
)
|
|
(10,625
|
)
|
|
(17,568
|
)
|
||||
Employer’s contributions
|
20,200
|
|
|
37,000
|
|
|
10,882
|
|
|
17,000
|
|
||||
Participants’ contributions
|
391
|
|
|
—
|
|
|
432
|
|
|
—
|
|
||||
Plan settlement
|
(918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
3,533
|
|
|
—
|
|
|
3,280
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
143,704
|
|
|
249,756
|
|
|
114,515
|
|
|
221,755
|
|
||||
Net liabilities recognized in the consolidated balance sheets
|
$
|
(144,512
|
)
|
|
$
|
(29,543
|
)
|
|
$
|
(164,192
|
)
|
|
$
|
(80,015
|
)
|
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
6,879
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(7,360
|
)
|
|
—
|
|
|
(7,398
|
)
|
|
—
|
|
||||
Noncurrent liabilities
|
(144,031
|
)
|
|
(29,543
|
)
|
|
(156,794
|
)
|
|
(80,015
|
)
|
||||
Net liabilities recognized in the consolidated balance sheets
|
$
|
(144,512
|
)
|
|
$
|
(29,543
|
)
|
|
$
|
(164,192
|
)
|
|
$
|
(80,015
|
)
|
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
$
|
(1,745
|
)
|
|
$
|
—
|
|
|
$
|
(2,048
|
)
|
|
$
|
—
|
|
Net amounts recognized in accumulated other comprehensive income
|
$
|
(1,745
|
)
|
|
$
|
—
|
|
|
$
|
(2,048
|
)
|
|
$
|
—
|
|
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.77
|
%
|
|
4.77
|
%
|
|
3.62
|
%
|
|
3.92
|
%
|
||||
Rate of compensation increase
|
3.23
|
%
|
|
None
|
|
|
2.88
|
%
|
|
None
|
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||||||||
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Discount rate
|
3.62
|
%
|
|
3.92
|
%
|
|
4.91
|
%
|
|
4.10
|
%
|
|
5.14
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
2.88
|
%
|
|
None
|
|
|
3.22
|
%
|
|
3.50
|
%
|
|
3.42
|
%
|
|
3.50
|
%
|
Expected rate of return on assets
|
5.50
|
%
|
|
7.50
|
%
|
|
5.40
|
%
|
|
7.75
|
%
|
|
6.70
|
%
|
|
8.10
|
%
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Projected benefit obligations
|
$
|
151,391
|
|
|
$
|
278,707
|
|
Fair value of plan assets
|
—
|
|
|
114,515
|
|
||
|
|
|
|
||||
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
|
|
|
|
||||
Accumulated benefit obligations
|
$
|
148,235
|
|
|
$
|
271,153
|
|
Fair value of plan assets
|
—
|
|
|
114,515
|
|
|
Target Allocation
|
|
Percentage of Plan Assets at
|
||||||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||||||||
Asset Category
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||
Equity securities
|
45-55%
|
|
|
40-50%
|
|
|
51
|
%
|
|
43
|
%
|
|
71
|
%
|
|
55
|
%
|
Debt securities
|
45-55%
|
|
|
50-60%
|
|
|
48
|
%
|
|
57
|
%
|
|
29
|
%
|
|
39
|
%
|
Other
|
0-5%
|
|
|
0-5%
|
|
|
1
|
%
|
|
0
|
%
|
|
0
|
%
|
|
6
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements at December 29, 2013 Using:
|
||||||||||||||
Total Carrying
Value at December 29, 2013 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
4,458
|
|
|
$
|
4,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
34,127
|
|
|
34,127
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
27,595
|
|
|
27,595
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
12,517
|
|
|
12,517
|
|
|
—
|
|
|
—
|
|
||||
Equity index funds
|
73,796
|
|
|
—
|
|
|
73,796
|
|
|
—
|
|
||||
Domestic real estate funds
|
2,471
|
|
|
2,471
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
8,179
|
|
|
8,179
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Treasury Securities
|
18,344
|
|
|
—
|
|
|
18,344
|
|
|
—
|
|
||||
Corporate and U.S. debt instruments
|
132,828
|
|
|
45,215
|
|
|
87,613
|
|
|
—
|
|
||||
Corporate bonds
|
22,619
|
|
|
—
|
|
|
22,619
|
|
|
—
|
|
||||
High yield bond funds
|
6,170
|
|
|
6,170
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
22,689
|
|
|
—
|
|
|
—
|
|
|
22,689
|
|
||||
Venture capital funds
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Non-U.S. government index linked bonds
|
27,659
|
|
|
—
|
|
|
27,659
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
393,460
|
|
|
$
|
140,732
|
|
|
$
|
230,031
|
|
|
$
|
22,697
|
|
|
Fair Value Measurements at December 30, 2012 Using:
|
||||||||||||||
Total Carrying
Value at December 30, 2012 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
13,940
|
|
|
$
|
13,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
37,674
|
|
|
37,674
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
37,239
|
|
|
37,239
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
3,567
|
|
|
3,567
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
12,390
|
|
|
12,390
|
|
|
—
|
|
|
—
|
|
||||
Equity index funds
|
80,999
|
|
|
—
|
|
|
80,999
|
|
|
—
|
|
||||
Domestic real estate funds
|
2,235
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
8,940
|
|
|
8,940
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt instruments
|
565
|
|
|
—
|
|
|
565
|
|
|
—
|
|
||||
Corporate and U.S. debt instruments
|
73,362
|
|
|
18,985
|
|
|
54,377
|
|
|
—
|
|
||||
Corporate bonds
|
22,497
|
|
|
—
|
|
|
22,497
|
|
|
—
|
|
||||
High yield bond funds
|
11,624
|
|
|
11,624
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
20,262
|
|
|
—
|
|
|
—
|
|
|
20,262
|
|
||||
Venture capital funds
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Private funds
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||
Non-U.S. government index linked bonds
|
10,807
|
|
|
—
|
|
|
10,807
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
336,270
|
|
|
$
|
146,594
|
|
|
$
|
169,245
|
|
|
$
|
20,431
|
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3):
|
||||||||||||||
Common
Collective
Trusts/Private Funds
|
|
Venture
Capital
Funds
|
|
Multi-strategy
Hedge
Funds
|
|
Total
|
|||||||||
(In thousands)
|
|||||||||||||||
Balance at January 2, 2011
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
20,073
|
|
|
$
|
20,087
|
|
Realized losses
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(84
|
)
|
||||
Unrealized losses
|
—
|
|
|
(7
|
)
|
|
(704
|
)
|
|
(711
|
)
|
||||
Balance at January 1, 2012
|
—
|
|
|
7
|
|
|
19,285
|
|
|
19,292
|
|
||||
Realized gains
|
1,162
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
||||
Unrealized gains
|
19
|
|
|
—
|
|
|
977
|
|
|
996
|
|
||||
Purchases
|
9,448
|
|
|
—
|
|
|
—
|
|
|
9,448
|
|
||||
Issuances, Sales and Settlements
|
(10,467
|
)
|
|
—
|
|
|
—
|
|
|
(10,467
|
)
|
||||
Balance at December 30, 2012
|
162
|
|
|
7
|
|
|
20,262
|
|
|
20,431
|
|
||||
Realized gains
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Unrealized (losses) gains
|
(19
|
)
|
|
1
|
|
|
2,427
|
|
|
2,409
|
|
||||
Issuances, Sales and Settlements
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||
Balance at December 29, 2013
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
22,689
|
|
|
$
|
22,697
|
|
|
Non-U.S.
|
|
U.S.
|
||||
|
(In thousands)
|
||||||
2014
|
$
|
11,878
|
|
|
$
|
17,836
|
|
2015
|
12,931
|
|
|
17,848
|
|
||
2016
|
13,312
|
|
|
17,916
|
|
||
2017
|
13,627
|
|
|
17,990
|
|
||
2018
|
14,156
|
|
|
18,219
|
|
||
2019-2023
|
77,736
|
|
|
91,400
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
106
|
|
|
$
|
106
|
|
|
$
|
85
|
|
Interest cost
|
135
|
|
|
144
|
|
|
163
|
|
|||
Expected return on plan assets
|
(965
|
)
|
|
(877
|
)
|
|
(884
|
)
|
|||
Actuarial (gain) loss
|
(182
|
)
|
|
(929
|
)
|
|
705
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(253
|
)
|
|||
Net periodic postretirement medical benefit credit
|
$
|
(906
|
)
|
|
$
|
(1,556
|
)
|
|
$
|
(184
|
)
|
|
December 29,
2013 |
|
December 30,
2012 |
||||
|
(In thousands)
|
||||||
Actuarial present value of benefit obligations:
|
|
|
|
||||
Retirees
|
$
|
1,331
|
|
|
$
|
1,475
|
|
Active employees eligible to retire
|
470
|
|
|
431
|
|
||
Other active employees
|
2,009
|
|
|
1,913
|
|
||
Accumulated benefit obligations at beginning of year
|
3,810
|
|
|
3,819
|
|
||
Service cost
|
106
|
|
|
106
|
|
||
Interest cost
|
135
|
|
|
144
|
|
||
Benefits paid
|
(189
|
)
|
|
(205
|
)
|
||
Actuarial (gain) loss
|
(520
|
)
|
|
(54
|
)
|
||
Change in accumulated benefit obligations during the year
|
(468
|
)
|
|
(9
|
)
|
||
Retirees
|
1,159
|
|
|
1,331
|
|
||
Active employees eligible to retire
|
388
|
|
|
470
|
|
||
Other active employees
|
1,795
|
|
|
2,009
|
|
||
Accumulated benefit obligations at end of year
|
3,342
|
|
|
3,810
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
12,958
|
|
|
11,411
|
|
||
Actual return on plan assets
|
438
|
|
|
1,547
|
|
||
Fair value of plan assets at end of year
|
13,396
|
|
|
12,958
|
|
||
Net assets recognized in the consolidated balance sheets
|
$
|
10,054
|
|
|
$
|
9,148
|
|
Net amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Noncurrent assets
|
$
|
10,054
|
|
|
$
|
9,148
|
|
Net assets recognized in the consolidated balance sheets
|
$
|
10,054
|
|
|
$
|
9,148
|
|
Net amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Net amounts recognized in accumulated other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial assumptions as of the year-end measurement date:
|
|
|
|
||||
Discount rate
|
4.77
|
%
|
|
3.86
|
%
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|||
Discount rate
|
3.86
|
%
|
|
4.00
|
%
|
|
5.30
|
%
|
Expected rate of return on assets
|
7.50
|
%
|
|
7.75
|
%
|
|
8.10
|
%
|
|
Fair Value Measurements at December 29, 2013 Using:
|
||||||||||||||
Total Carrying
Value at December 29, 2013 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Cash
|
$
|
167
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
1,831
|
|
|
1,831
|
|
|
—
|
|
|
—
|
|
||||
International large-cap value
|
1,480
|
|
|
1,480
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets growth
|
672
|
|
|
672
|
|
|
—
|
|
|
—
|
|
||||
Domestic real estate funds
|
133
|
|
|
133
|
|
|
—
|
|
|
—
|
|
||||
Commodity funds
|
439
|
|
|
439
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt instruments
|
7,126
|
|
|
2,426
|
|
|
4,700
|
|
|
—
|
|
||||
High yield bond funds
|
331
|
|
|
331
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds
|
1,217
|
|
|
—
|
|
|
—
|
|
|
1,217
|
|
||||
Total assets measured at fair value
|
$
|
13,396
|
|
|
$
|
7,479
|
|
|
$
|
4,700
|
|
|
$
|
1,217
|
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3):
|
||||||||||||||
Common
Collective
Trusts/Private Funds
|
|
Venture
Capital
Funds
|
|
Multi-strategy
Hedge
Funds
|
|
Total
|
|||||||||
(In thousands)
|
|||||||||||||||
Balance at January 2, 2011
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,086
|
|
|
$
|
1,087
|
|
Realized gains
|
—
|
|
|
—
|
|
|
84
|
|
|
84
|
|
||||
Unrealized losses
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issuances, Sales and Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at January 1, 2012
|
—
|
|
|
1
|
|
|
1,129
|
|
|
1,130
|
|
||||
Realized gains
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Unrealized gains
|
1
|
|
|
—
|
|
|
55
|
|
|
56
|
|
||||
Purchases
|
552
|
|
|
—
|
|
|
—
|
|
|
552
|
|
||||
Issuances, Sales and Settlements
|
(612
|
)
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
||||
Balance at December 30, 2012
|
9
|
|
|
1
|
|
|
1,184
|
|
|
1,194
|
|
||||
Realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized (losses) gains
|
(1
|
)
|
|
(1
|
)
|
|
33
|
|
|
31
|
|
||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issuances, Sales and Settlements
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Balance at December 29, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,217
|
|
|
$
|
1,217
|
|
Postretirement Medical Plan
|
|
||
|
(In thousands)
|
||
2014
|
$
|
202
|
|
2015
|
205
|
|
|
2016
|
210
|
|
|
2017
|
217
|
|
|
2018
|
224
|
|
|
2019-2023
|
1,227
|
|
Note 16:
|
Contingencies
|
Note 17:
|
Warranty Reserves
|
|
(In thousands)
|
||
Balance at January 2, 2011
|
$
|
8,250
|
|
Provision charged to income
|
15,001
|
|
|
Payments
|
(15,154
|
)
|
|
Adjustments to previously provided warranties, net
|
926
|
|
|
Foreign currency translation and acquisitions
|
1,389
|
|
|
Balance at January 1, 2012
|
10,412
|
|
|
Provision charged to income
|
17,750
|
|
|
Payments
|
(18,022
|
)
|
|
Adjustments to previously provided warranties, net
|
801
|
|
|
Foreign currency translation and acquisitions
|
62
|
|
|
Balance at December 30, 2012
|
11,003
|
|
|
Provision charged to income
|
17,291
|
|
|
Payments
|
(17,116
|
)
|
|
Adjustments to previously provided warranties, net
|
(693
|
)
|
|
Foreign currency translation and acquisitions
|
49
|
|
|
Balance at December 29, 2013
|
$
|
10,534
|
|
Note 18:
|
Stock Plans
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
Cost of product and service revenue
|
$
|
1,304
|
|
|
$
|
1,276
|
|
|
$
|
1,139
|
|
Research and development expenses
|
853
|
|
|
769
|
|
|
583
|
|
|||
Selling, general and administrative expenses
|
11,896
|
|
|
18,986
|
|
|
13,760
|
|
|||
Total stock-based compensation expense
|
$
|
14,053
|
|
|
$
|
21,031
|
|
|
$
|
15,482
|
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|||
Risk-free interest rate
|
0.9
|
%
|
|
0.6
|
%
|
|
1.9
|
%
|
Expected dividend yield
|
0.8
|
%
|
|
1.2
|
%
|
|
1.1
|
%
|
Expected lives
|
5 years
|
|
|
4 years
|
|
|
4 years
|
|
Expected stock volatility
|
38.5
|
%
|
|
38.7
|
%
|
|
38.1
|
%
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted-
Average
Price
|
|
Number
of
Shares
|
|
Weighted-
Average
Price
|
|
Number
of
Shares
|
|
Weighted-
Average
Price
|
|||||||||
|
(Shares in thousands)
|
|||||||||||||||||||
Outstanding at beginning of year
|
4,266
|
|
|
$
|
21.64
|
|
|
5,346
|
|
|
$
|
20.57
|
|
|
6,983
|
|
|
$
|
21.86
|
|
Granted
|
518
|
|
|
33.62
|
|
|
756
|
|
|
26.28
|
|
|
847
|
|
|
24.20
|
|
|||
Exercised
|
(947
|
)
|
|
21.45
|
|
|
(1,611
|
)
|
|
20.16
|
|
|
(1,138
|
)
|
|
20.86
|
|
|||
Canceled
|
(8
|
)
|
|
22.88
|
|
|
(210
|
)
|
|
22.34
|
|
|
(1,237
|
)
|
|
30.29
|
|
|||
Forfeited
|
(335
|
)
|
|
23.04
|
|
|
(15
|
)
|
|
21.98
|
|
|
(109
|
)
|
|
18.27
|
|
|||
Outstanding at end of year
|
3,494
|
|
|
$
|
23.34
|
|
|
4,266
|
|
|
$
|
21.64
|
|
|
5,346
|
|
|
$
|
20.57
|
|
Exercisable at end of year
|
2,392
|
|
|
$
|
20.66
|
|
|
2,677
|
|
|
$
|
20.00
|
|
|
3,549
|
|
|
$
|
20.74
|
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|
Number
of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|
Number
of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|||||||||
|
(Shares in thousands)
|
|||||||||||||||||||
Nonvested at beginning of year
|
781
|
|
|
$
|
24.71
|
|
|
672
|
|
|
$
|
23.62
|
|
|
578
|
|
|
$
|
22.00
|
|
Granted
|
289
|
|
|
33.87
|
|
|
358
|
|
|
25.86
|
|
|
460
|
|
|
26.31
|
|
|||
Vested
|
(346
|
)
|
|
22.98
|
|
|
(184
|
)
|
|
23.19
|
|
|
(272
|
)
|
|
23.96
|
|
|||
Forfeited
|
(75
|
)
|
|
28.76
|
|
|
(65
|
)
|
|
24.03
|
|
|
(94
|
)
|
|
24.58
|
|
|||
Nonvested at end of year
|
649
|
|
|
$
|
29.24
|
|
|
781
|
|
|
$
|
24.71
|
|
|
672
|
|
|
$
|
23.62
|
|
Note 19:
|
Stockholders’ Equity
|
|
Foreign
Currency
Translation
Adjustment,
net of tax
|
|
Unrecognized
Prior Service
Costs, net of
tax
|
|
Unrealized
(Losses)
Gains on
Securities,
net of tax
|
|
Unrealized and Realized (Losses) Gains on Derivatives, net of tax
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance, January 2, 2011
|
$
|
54,350
|
|
|
$
|
2,062
|
|
|
$
|
(100
|
)
|
|
$
|
(5,284
|
)
|
|
$
|
51,028
|
|
Current year change
|
1,814
|
|
|
107
|
|
|
(59
|
)
|
|
1,196
|
|
|
3,058
|
|
|||||
Balance, January 1, 2012
|
56,164
|
|
|
2,169
|
|
|
(159
|
)
|
|
(4,088
|
)
|
|
54,086
|
|
|||||
Current year change
|
11,363
|
|
|
(82
|
)
|
|
30
|
|
|
1,196
|
|
|
12,507
|
|
|||||
Balance, December 30, 2012
|
67,527
|
|
|
2,087
|
|
|
(129
|
)
|
|
(2,892
|
)
|
|
66,593
|
|
|||||
Current year change
|
8,756
|
|
|
(658
|
)
|
|
8
|
|
|
2,892
|
|
|
10,998
|
|
|||||
Balance, December 29, 2013
|
$
|
76,283
|
|
|
$
|
1,429
|
|
|
$
|
(121
|
)
|
|
$
|
—
|
|
|
$
|
77,591
|
|
Note 20:
|
Derivatives and Hedging Activities
|
Note 21:
|
Fair Value Measurements
|
|
(In thousands)
|
||
Balance at January 2, 2011
|
$
|
(1,731
|
)
|
Additions
|
(20,131
|
)
|
|
Amounts paid and foreign currency translation
|
1,908
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
(344
|
)
|
|
Balance at January 1, 2012
|
(20,298
|
)
|
|
Additions
|
(1,900
|
)
|
|
Amounts paid and foreign currency translation
|
17,433
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
1,748
|
|
|
Balance at December 30, 2012
|
(3,017
|
)
|
|
Additions
|
(1,100
|
)
|
|
Amounts paid and foreign currency translation
|
135
|
|
|
Change in fair value (included within selling, general and administrative expenses)
|
(944
|
)
|
|
Balance at December 29, 2013
|
$
|
(4,926
|
)
|
Note 22:
|
Leases
|
Note 23:
|
Industry Segment and Geographic Area Information
|
•
|
Human Health
. Develops diagnostics, tools and applications to help detect diseases earlier and more accurately and to accelerate the discovery and development of critical new therapies. The Human Health segment serves both the diagnostics and research markets.
|
•
|
Environmental Health
. Provides products, services and solutions to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets.
|
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
|
|
(As adjusted)
|
||||||||
|
(In thousands)
|
||||||||||
Human Health
|
|
|
|
|
|
||||||
Product revenue
|
$
|
957,022
|
|
|
$
|
926,733
|
|
|
$
|
761,665
|
|
Service revenue
|
252,734
|
|
|
247,909
|
|
|
216,227
|
|
|||
Total revenue
|
1,209,756
|
|
|
1,174,642
|
|
|
977,892
|
|
|||
Operating income from continuing operations
(1)
|
146,100
|
|
|
59,196
|
|
|
89,725
|
|
|||
Environmental Health
|
|
|
|
|
|
||||||
Product revenue
|
541,048
|
|
|
547,941
|
|
|
557,845
|
|
|||
Service revenue
|
415,428
|
|
|
392,622
|
|
|
382,771
|
|
|||
Total revenue
|
956,476
|
|
|
940,563
|
|
|
940,616
|
|
|||
Operating income from continuing operations
(1)
|
97,052
|
|
|
111,844
|
|
|
108,922
|
|
|||
Corporate
|
|
|
|
|
|
||||||
Operating loss from continuing operations
(2)
|
(25,710
|
)
|
|
(72,497
|
)
|
|
(107,519
|
)
|
|||
Continuing Operations
|
|
|
|
|
|
||||||
Product revenue
|
$
|
1,498,070
|
|
|
$
|
1,474,674
|
|
|
$
|
1,319,510
|
|
Service revenue
|
668,162
|
|
|
640,531
|
|
|
598,998
|
|
|||
Total revenue
|
2,166,232
|
|
|
2,115,205
|
|
|
1,918,508
|
|
|||
Operating income from continuing operations
|
217,442
|
|
|
98,543
|
|
|
91,128
|
|
|||
Interest and other expense, net (see Note 5)
|
64,110
|
|
|
47,956
|
|
|
26,774
|
|
|||
Income from continuing operations before income taxes
|
$
|
153,332
|
|
|
$
|
50,587
|
|
|
$
|
64,354
|
|
(1)
|
Pre-tax impairment charges have been included in the Human Health and Environmental Health operating income from continuing operations. The Company recognized a
$6.7 million
pre-tax impairment charge in the Human Health segment in fiscal year 2013. The Company recognized
$73.4 million
of pre-tax impairment charges in the Human Health segment and also recognized
$0.7 million
of pre-tax impairment charges in the Environmental Health segment in fiscal year 2012. The Company recognized a
$3.0 million
pre-tax impairment charge in the Human Health segment in fiscal year 2011.
|
(2)
|
Activity related to the mark-to-market adjustment on postretirement benefit plans have been included in the Corporate operating loss from continuing operations, and together constituted pre-tax
income
of
$17.6 million
in
fiscal year 2013
, a pre-tax
loss
of
$31.8 million
in
fiscal year 2012
, and a pre-tax
loss
of
$67.9 million
in
fiscal year 2011
.
|
|
Depreciation and Amortization
Expense
|
|
Capital Expenditures
|
||||||||||||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||||||||
|
|
|
(As adjusted)
|
|
|
|
(As adjusted)
|
||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Human Health
|
$
|
100,174
|
|
|
$
|
101,336
|
|
|
$
|
81,938
|
|
|
$
|
20,910
|
|
|
$
|
24,525
|
|
|
$
|
16,570
|
|
Environmental Health
|
25,915
|
|
|
23,001
|
|
|
27,288
|
|
|
16,532
|
|
|
14,488
|
|
|
12,015
|
|
||||||
Corporate
|
2,382
|
|
|
2,528
|
|
|
1,695
|
|
|
1,549
|
|
|
3,395
|
|
|
2,007
|
|
||||||
Continuing operations
|
$
|
128,471
|
|
|
$
|
126,865
|
|
|
$
|
110,921
|
|
|
$
|
38,991
|
|
|
$
|
42,408
|
|
|
$
|
30,592
|
|
|
Total Assets
|
||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
|
|
(As adjusted)
|
||||||||
|
(In thousands)
|
||||||||||
Human Health
|
$
|
2,698,640
|
|
|
$
|
2,714,366
|
|
|
$
|
2,674,243
|
|
Environmental Health
|
1,213,801
|
|
|
1,153,444
|
|
|
1,150,015
|
|
|||
Corporate
|
34,271
|
|
|
33,952
|
|
|
31,181
|
|
|||
Net current and long-term assets of discontinued operations
|
—
|
|
|
—
|
|
|
202
|
|
|||
Total assets
|
$
|
3,946,712
|
|
|
$
|
3,901,762
|
|
|
$
|
3,855,641
|
|
|
Revenue
|
||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
835,637
|
|
|
$
|
822,951
|
|
|
$
|
725,849
|
|
International:
|
|
|
|
|
|
||||||
China
|
254,838
|
|
|
216,425
|
|
|
164,005
|
|
|||
United Kingdom
|
133,611
|
|
|
118,611
|
|
|
102,366
|
|
|||
Germany
|
99,153
|
|
|
105,735
|
|
|
113,472
|
|
|||
Japan
|
95,676
|
|
|
114,300
|
|
|
89,977
|
|
|||
France
|
81,719
|
|
|
84,395
|
|
|
85,395
|
|
|||
Italy
|
78,120
|
|
|
69,599
|
|
|
74,925
|
|
|||
Other international
|
587,478
|
|
|
583,189
|
|
|
562,519
|
|
|||
Total international
|
1,330,595
|
|
|
1,292,254
|
|
|
1,192,659
|
|
|||
Total sales
|
$
|
2,166,232
|
|
|
$
|
2,115,205
|
|
|
$
|
1,918,508
|
|
|
Net Long-Lived Assets
|
||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
216,821
|
|
|
$
|
205,083
|
|
|
$
|
147,883
|
|
International:
|
|
|
|
|
|
||||||
China
|
30,682
|
|
|
30,134
|
|
|
22,145
|
|
|||
Finland
|
13,635
|
|
|
11,851
|
|
|
12,833
|
|
|||
United Kingdom
|
9,882
|
|
|
2,960
|
|
|
2,508
|
|
|||
Singapore
|
6,812
|
|
|
6,366
|
|
|
5,663
|
|
|||
Netherlands
|
4,037
|
|
|
3,900
|
|
|
4,074
|
|
|||
Italy
|
2,735
|
|
|
3,303
|
|
|
3,288
|
|
|||
Germany
|
2,591
|
|
|
2,353
|
|
|
2,225
|
|
|||
Brazil
|
1,967
|
|
|
1,515
|
|
|
1,637
|
|
|||
Japan
|
1,772
|
|
|
2,310
|
|
|
2,552
|
|
|||
Other international
|
7,306
|
|
|
7,932
|
|
|
12,589
|
|
|||
Total international
|
81,419
|
|
|
72,624
|
|
|
69,514
|
|
|||
Total net long-lived assets
|
$
|
298,240
|
|
|
$
|
277,707
|
|
|
$
|
217,397
|
|
Note 24:
|
Quarterly Financial Information (Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
(1)(2)
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
December 29, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
505,378
|
|
|
$
|
543,297
|
|
|
$
|
524,277
|
|
|
$
|
593,280
|
|
|
$
|
2,166,232
|
|
Gross profit
|
224,885
|
|
|
242,299
|
|
|
233,512
|
|
|
276,278
|
|
|
976,974
|
|
|||||
Restructuring and contract termination charges, net
|
3,310
|
|
|
19,277
|
|
|
1,126
|
|
|
10,215
|
|
|
33,928
|
|
|||||
Operating income from continuing operations
|
35,901
|
|
|
39,664
|
|
|
57,196
|
|
|
84,681
|
|
|
217,442
|
|
|||||
Income from continuing operations before income taxes
|
23,861
|
|
|
26,799
|
|
|
44,856
|
|
|
57,816
|
|
|
153,332
|
|
|||||
Income from continuing operations
|
32,289
|
|
|
26,936
|
|
|
40,299
|
|
|
68,400
|
|
|
167,924
|
|
|||||
Net income
|
32,216
|
|
|
27,925
|
|
|
40,198
|
|
|
66,873
|
|
|
167,212
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.36
|
|
|
$
|
0.61
|
|
|
$
|
1.50
|
|
Net income
|
0.28
|
|
|
0.25
|
|
|
0.36
|
|
|
0.60
|
|
|
1.49
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.36
|
|
|
$
|
0.60
|
|
|
$
|
1.48
|
|
Net income
|
0.28
|
|
|
0.25
|
|
|
0.36
|
|
|
0.59
|
|
|
1.47
|
|
|||||
Cash dividends declared per common share
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.28
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
510,890
|
|
|
$
|
521,790
|
|
|
$
|
509,604
|
|
|
$
|
572,921
|
|
|
$
|
2,115,205
|
|
Gross profit
|
232,014
|
|
|
238,794
|
|
|
230,740
|
|
|
261,658
|
|
|
963,206
|
|
|||||
Restructuring and contract termination charges, net
|
6,159
|
|
|
5,203
|
|
|
9,672
|
|
|
4,103
|
|
|
25,137
|
|
|||||
Operating income from continuing operations
|
36,382
|
|
|
49,787
|
|
|
43,218
|
|
|
(30,844
|
)
|
|
98,543
|
|
|||||
Income (loss) from continuing operations before income taxes
|
23,552
|
|
|
38,429
|
|
|
31,346
|
|
|
(42,740
|
)
|
|
50,587
|
|
|||||
Income (loss) from continuing operations
|
22,076
|
|
|
33,568
|
|
|
28,989
|
|
|
(16,192
|
)
|
|
68,441
|
|
|||||
Net income (loss)
|
22,569
|
|
|
33,633
|
|
|
29,594
|
|
|
(15,856
|
)
|
|
69,940
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.20
|
|
|
$
|
0.30
|
|
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.60
|
|
Net income (loss)
|
0.20
|
|
|
0.30
|
|
|
0.26
|
|
|
(0.14
|
)
|
|
0.61
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) continuing operations
|
$
|
0.19
|
|
|
$
|
0.29
|
|
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.60
|
|
Net income (loss)
|
0.20
|
|
|
0.29
|
|
|
0.26
|
|
|
(0.14
|
)
|
|
0.61
|
|
|||||
Cash dividends declared per common share
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.28
|
|
(1)
|
The fourth quarter of
fiscal year 2013
includes pre-tax
income
of
$17.6 million
as a result of the mark-to-market adjustment on postretirement benefit plans. See Note 1 for a discussion of this accounting policy. The fourth quarter of
fiscal year 2013
also includes pre-tax impairment charges of
$6.7 million
as the carrying amounts of certain long-lived assets were not recoverable and exceeded their fair value. The fourth quarter of
fiscal year 2013
also includes a tax benefit of
$9.2 million
related to discrete items primarily for lapses in statues of limitations and audit settlements.
|
(2)
|
The fourth quarter of
fiscal year 2012
includes a pre-tax
loss
of
$31.8 million
as a result of the mark-to-market adjustment on postretirement benefit plans. See Note 1 for a discussion of this accounting policy. The fourth quarter of
fiscal year
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
No.
|
|
Exhibit Title
|
|||
2.1
(1)
|
|
Agreement and Plan of Merger, dated September 7, 2011, by and among PerkinElmer, Inc., PerkinElmer Hopkinton Co. and Caliper Life Sciences, Inc., filed with the Commission on September 13, 2011 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
3.1
|
|
PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
3.2
|
|
PerkinElmer, Inc.'s Amended and Restated By-Laws, filed with the Commission on April 28, 2009 as Exhibit 3.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.1
|
|
Specimen Certificate of PerkinElmer, Inc.'s Common Stock, $1 par value, filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
4.2
|
|
Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.3
|
|
Supplemental Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.4
|
|
Second Supplemental Indenture dated as of December 22, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on February 28, 2012 as Exhibit 4.4 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.1
|
|
Credit Agreement, dated as of January 8, 2014, among PerkinElmer, Inc., Wallac Oy and PerkinElmer Health Sciences, Inc. as Borrowers, JPMorgan Chase Bank N.A. as Administrative Agent, Bank of America, N.A. and Barclays Bank PLC as Co-Syndication Agents, The Royal Bank of Scotland PLC, Citibank, N.A. and HSBC Bank USA, National Association as Co-Documentation Agents, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC as Joint Bookrunners and Joint Lead Arrangers, and the other Lenders Party hereto, filed with the Commission on January 10, 2014 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.2*
|
|
Employment Contracts:
|
|||
|
|
|
|||
|
|
(1) Third Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel, dated as of December 16, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(2) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(2) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Daniel R. Marshak, dated as of December 15, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(5) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(3) Employment Agreement by and between Joel S. Goldberg and PerkinElmer, Inc. dated as of July 21, 2008, filed with the Commission on August 8, 2008 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(4) Employment Agreement by and between Frank Anders Wilson and PerkinElmer, Inc. dated as of April 28, 2009, filed with the Commission on April 30, 2009 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(5) Employment Agreement by and between PerkinElmer, Inc. and John R. Letcher dated as of February 1, 2010, filed with the Commission on March 1, 2010 as Exhibit 10.4(9) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(6) Form of Amendment, entered into by and between PerkinElmer, Inc. and each of the following executive officers on the dates indicated below, filed with the Commission on March 1, 2011 as Exhibit 10.4(7) to our annual report on Form 10-K and herein incorporated by reference:
|
|||
|
|
|
|||
|
|
Executive Officer
|
Date
|
||
|
|
Joel S. Goldberg
John R. Letcher
Daniel R. Marshak
Frank Anders Wilson
|
December 3, 2010
December 13, 2010
December 17, 2010
December 21, 2010
|
|
|
|
|
|
|||
|
|
(7) Employment Agreement between James Corbett and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(8) Employment Agreement between Maurice H. Tenney and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(9) Employment Agreement between Jonathan DiVincenzo and PerkinElmer, Inc. dated as of December 2, 2013, attached hereto as Exhibit 10.2(9).
|
|||
|
|
|
|||
|
|
(10) Amended and Restated Employment Agreement between Andrew Okun and PerkinElmer, Inc. dated as of January 1, 2014, attached hereto as Exhibit 10.2(10).
|
|||
|
|
|
|||
10.3*
|
|
PerkinElmer, Inc.'s 2005 Incentive Plan, filed with the Commission on March 18, 2005 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
|||
10.4*
|
|
PerkinElmer, Inc.'s Amended and Restated 2001 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.5*
|
|
PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 20, 2009 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
|||
10.6*
|
|
PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.7*
|
|
First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.8*
|
|
PerkinElmer, Inc.'s 2008 Supplemental Executive Retirement Plan, filed with the Commission on December 12, 2008 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.9*
|
|
PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 6, 2009 as Exhibit 10.10 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.10*
|
|
PerkinElmer, Inc.'s Performance Incentive Plan (Executive Officers), filed with the Commission on February 6, 2009 as Exhibit 10.11 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.11*
|
|
PerkinElmer, Inc.'s Amended and Restated Life Sciences Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.12*
|
|
PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009, filed with the Commission on March 1, 2010 as Exhibit 10.15 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.13*
|
|
Amendment to Vested Option Awards from PerkinElmer, Inc. to Robert F. Friel dated June 23, 2004, filed with the Commission on August 6, 2004 as Exhibit 10.4(b) to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.14*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2005 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.3 to our quarterly report on Form
10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.15*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chairman and chief executive officer for use under the 2005 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.4 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.16*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2005 Incentive Plan, filed with the Commission on March 1, 2007 as Exhibit 10.23 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.17*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Agreement with time-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.18*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Agreement with performance-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.19*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Unit Agreement with time-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.20*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Unit Agreement with performance-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.21*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.22*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.23*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.24*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.25*
|
|
Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.26*
|
|
Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.7 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
10.27*
|
|
Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.8 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.28*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.29*
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.3 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.30*
|
|
Key Employee Agreement, by and between E. Kevin Hrusovsky and Caliper Technologies Corp. dated June 8, 2003, filed with the Commission on August 14, 2003 as Exhibit 10.56 to Caliper Technologies Corp. quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.31*
|
|
Caliper Life Sciences, Inc. Key Employee Change of Control and Severance Benefit Plan, Amended and Restated as of December 8, 2010, filed with the Commission on March 11, 2011 as Exhibit 10.29 to Caliper Life Sciences, Inc. Annual Report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.32*
|
|
Letter Agreement, by and between E. Kevin Hrusovsky and PerkinElmer, Inc. dated December 12, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.35 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.33*
|
|
PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.36 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.34*
|
|
PerkinElmer, Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.35
|
|
Purchase and Sale Agreement dated July 18, 2013 between PerkinElmer Health Sciences, Inc. and Senior Housing Properties Trust, filed with the Commission on July 22, 2013 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.36*
|
|
Consulting Agreement, by and between E. Kevin Hrusovsky and PerkinElmer, Inc. dated as of May 10, 2013, filed with the Commission on August 6, 2013 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.37*
|
|
PerkinElmer, Inc.'s Amended and Restated Performance Incentive Plan (Executive Officers), attached hereto as Exhibit 10.37.
|
|||
|
|
|
|||
12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges, attached hereto as Exhibit 12.1.
|
|||
|
|
|
|||
21
|
|
Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21.
|
|||
|
|
|
|||
23
|
|
Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit 23.
|
|||
|
|
|
|||
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.1.
|
|||
|
|
|
|||
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.2.
|
|||
|
|
|
|||
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit 32.1.
|
|||
|
|
|
|||
101.INS
|
|
XBRL Instance Document.
|
|||
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|||
|
|
|
|||
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|||
|
|
|
|||
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|||
|
|
|
|||
101.LAB
|
|
XBRL Labels Linkbase Document.
|
|||
|
|
|
|||
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
(1)
|
The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
Description
|
|
Balance at
Beginning of
Year
|
|
Provisions
|
|
Charges/
Write-
offs
|
|
Other
(1)
|
|
Balance
at End
of Year
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Reserve for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended January 1, 2012
|
|
$
|
23,676
|
|
|
$
|
6,984
|
|
|
$
|
(7,824
|
)
|
|
$
|
765
|
|
|
$
|
23,601
|
|
Year ended December 30, 2012
|
|
23,601
|
|
|
4,755
|
|
|
(4,936
|
)
|
|
(58
|
)
|
|
23,362
|
|
|||||
Year ended December 29, 2013
|
|
$
|
23,362
|
|
|
$
|
11,185
|
|
|
$
|
(4,371
|
)
|
|
$
|
34
|
|
|
$
|
30,210
|
|
(1)
|
Other amounts primarily relate to the impact of acquisitions and foreign exchange movements.
|
|
Signature
|
|
PERKINELMER, INC.
Title
|
|
Date
|
|
|
|
|
|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 25, 2014
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 25, 2014
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 25, 2014
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
By:
|
/
S
/ R
OBERT
F. F
RIEL
|
|
Chairman, Chief Executive Officer
|
|
February 25, 2014
|
|
Robert F. Friel
|
|
and President
(Principal Executive Officer) |
|
|
By:
|
/
S
/ F
RANK
A. W
ILSON
|
|
Sr. Vice President and
|
|
February 25, 2014
|
|
Frank A. Wilson
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
By:
|
/
S
/ A
NDREW
O
KUN
|
|
Vice President and
|
|
February 25, 2014
|
|
Andrew Okun
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
By:
|
/
S
/ P
ETER
B
ARRETT
|
|
Director
|
|
February 25, 2014
|
|
Peter Barrett
|
|
|
|
|
By:
|
/
S
/ N
ICHOLAS
A. L
OPARDO
|
|
Director
|
|
February 25, 2014
|
|
Nicholas A. Lopardo
|
|
|
|
|
By:
|
/
S
/ A
LEXIS
P. M
ICHAS
|
|
Director
|
|
February 25, 2014
|
|
Alexis P. Michas
|
|
|
|
|
By:
|
/
S
/ J
AMES
C. M
ULLEN
|
|
Director
|
|
February 25, 2014
|
|
James C. Mullen
|
|
|
|
|
By:
|
/
S
/ V
ICKI
L. S
ATO, Ph.D
|
|
Director
|
|
February 25, 2014
|
|
Vicki L. Sato, Ph.D
|
|
|
|
|
By:
|
/
S
/ K
ENTON
J. S
ICCHITANO
|
|
Director
|
|
February 25, 2014
|
|
Kenton J. Sicchitano
|
|
|
|
|
By:
|
/
S
/ P
ATRICK
J. S
ULLIVAN
|
|
Director
|
|
February 25, 2014
|
|
Patrick J. Sullivan
|
|
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
2.1
(1)
|
|
Agreement and Plan of Merger, dated September 7, 2011, by and among PerkinElmer, Inc., PerkinElmer Hopkinton Co. and Caliper Life Sciences, Inc., filed with the Commission on September 13, 2011 as Exhibit 2.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
3.1
|
|
PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
3.2
|
|
PerkinElmer, Inc.'s Amended and Restated By-Laws, filed with the Commission on April 28, 2009 as Exhibit 3.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.1
|
|
Specimen Certificate of PerkinElmer, Inc.'s Common Stock, $1 par value, filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
4.2
|
|
Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.3
|
|
Supplemental Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
4.4
|
|
Second Supplemental Indenture dated as of December 22, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on February 28, 2012 as Exhibit 4.4 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
|
|||
10.1
|
|
Credit Agreement, dated as of January 8, 2014, among PerkinElmer, Inc., Wallac Oy and PerkinElmer Health Sciences, Inc. as Borrowers, JPMorgan Chase Bank N.A. as Administrative Agent, Bank of America, N.A. and Barclays Bank PLC as Co-Syndication Agents, The Royal Bank of Scotland PLC, Citibank, N.A. and HSBC Bank USA, National Association as Co-Documentation Agents, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC as Joint Bookrunners and Joint Lead Arrangers, and the other Lenders Party hereto, filed with the Commission on January 10, 2014 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.2*
|
|
Employment Contracts:
|
|||
|
|
|
|||
|
|
(1) Third Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel, dated as of December 16, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(2) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(2) Amended and Restated Employment Agreement between PerkinElmer, Inc. and Daniel R. Marshak, dated as of December 15, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(5) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(3) Employment Agreement by and between Joel S. Goldberg and PerkinElmer, Inc. dated as of July 21, 2008, filed with the Commission on August 8, 2008 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(4) Employment Agreement by and between Frank Anders Wilson and PerkinElmer, Inc. dated as of April 28, 2009, filed with the Commission on April 30, 2009 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(5) Employment Agreement by and between PerkinElmer, Inc. and John R. Letcher dated as of February 1, 2010, filed with the Commission on March 1, 2010 as Exhibit 10.4(9) to our annual report on Form 10-K and herein incorporated by reference;
|
|||
|
|
|
|||
|
|
(6) Form of Amendment, entered into by and between PerkinElmer, Inc. and each of the following executive officers on the dates indicated below, filed with the Commission on March 1, 2011 as Exhibit 10.4(7) to our annual report on Form 10-K and herein incorporated by reference:
|
|||
|
|
|
|||
|
|
Executive Officer
|
Date
|
||
|
|
Joel S. Goldberg
John R. Letcher
Daniel R. Marshak
Frank Anders Wilson
|
December 3, 2010
December 13, 2010
December 17, 2010
December 21, 2010
|
|
|
|
|
|
Exhibit
No.
|
|
Exhibit Title
|
|||
|
|
(7) Employment Agreement between James Corbett and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(8) Employment Agreement between Maurice H. Tenney and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
|
|
(9) Employment Agreement between Jonathan DiVincenzo and PerkinElmer, Inc. dated as of December 2, 2013, attached hereto as Exhibit 10.2(9).
|
|||
|
|
|
|||
|
|
(10) Amended and Restated Employment Agreement between Andrew Okun and PerkinElmer, Inc. dated as of January 1, 2014, attached hereto as Exhibit 10.2(10).
|
|||
|
|
|
|||
10.3*
|
|
PerkinElmer, Inc.'s 2005 Incentive Plan, filed with the Commission on March 18, 2005 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
|||
10.4*
|
|
PerkinElmer, Inc.'s Amended and Restated 2001 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.5*
|
|
PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 20, 2009 as Appendix A to our definitive proxy statement on Schedule 14A and herein incorporated by reference.
|
|||
|
|
|
|||
10.6*
|
|
PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.7*
|
|
First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.8*
|
|
PerkinElmer, Inc.'s 2008 Supplemental Executive Retirement Plan, filed with the Commission on December 12, 2008 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.9*
|
|
PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 6, 2009 as Exhibit 10.10 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.10*
|
|
PerkinElmer, Inc.'s Performance Incentive Plan (Executive Officers), filed with the Commission on February 6, 2009 as Exhibit 10.11 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.11*
|
|
PerkinElmer, Inc.'s Amended and Restated Life Sciences Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.12*
|
|
PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009, filed with the Commission on March 1, 2010 as Exhibit 10.15 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.13*
|
|
Amendment to Vested Option Awards from PerkinElmer, Inc. to Robert F. Friel dated June 23, 2004, filed with the Commission on August 6, 2004 as Exhibit 10.4(b) to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.14*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2005 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.3 to our quarterly report on Form
10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.15*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chairman and chief executive officer for use under the 2005 Incentive Plan, filed with the Commission on November 13, 2006 as Exhibit 10.4 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.16*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2005 Incentive Plan, filed with the Commission on March 1, 2007 as Exhibit 10.23 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.17*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Agreement with time-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.18*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Agreement with performance-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.19*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Unit Agreement with time-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
Exhibit
No.
|
|
Exhibit Title
|
|||
|
|
|
|||
10.20*
|
|
PerkinElmer, Inc.'s Form of Restricted Stock Unit Agreement with performance-based vesting under the 2005 Incentive Plan, filed with the Commission on December 12, 2008 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.21*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.22*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.3 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.23*
|
|
Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.24*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.5 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.25*
|
|
Form of Restricted Stock Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.6 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.26*
|
|
Form of Restricted Stock Unit Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.7 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.27*
|
|
Form of Restricted Stock Unit Agreement with performance-based vesting for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.8 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.28*
|
|
Form of Restricted Stock Agreement with time-based vesting for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.2 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.29*
|
|
Form of Stock Option Agreement for use under the 2009 Incentive Plan, filed with the Commission on May 10, 2011 as Exhibit 10.3 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.30*
|
|
Key Employee Agreement, by and between E. Kevin Hrusovsky and Caliper Technologies Corp. dated June 8, 2003, filed with the Commission on August 14, 2003 as Exhibit 10.56 to Caliper Technologies Corp. quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.31*
|
|
Caliper Life Sciences, Inc. Key Employee Change of Control and Severance Benefit Plan, Amended and Restated as of December 8, 2010, filed with the Commission on March 11, 2011 as Exhibit 10.29 to Caliper Life Sciences, Inc. Annual Report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.32*
|
|
Letter Agreement, by and between E. Kevin Hrusovsky and PerkinElmer, Inc. dated December 12, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.35 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.33*
|
|
PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.36 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.34*
|
|
PerkinElmer, Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, filed with the Commission on February 26, 2013 as Exhibit 10.37 to our annual report on Form 10-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.35
|
|
Purchase and Sale Agreement dated July 18, 2013 between PerkinElmer Health Sciences, Inc. and Senior Housing Properties Trust, filed with the Commission on July 22, 2013 as Exhibit 10.1 to our current report on Form 8-K and herein incorporated by reference.
|
|||
|
|
|
|||
10.36*
|
|
Consulting Agreement, by and between E. Kevin Hrusovsky and PerkinElmer, Inc. dated as of May 10, 2013, filed with the Commission on August 6, 2013 as Exhibit 10.1 to our quarterly report on Form 10-Q and herein incorporated by reference.
|
|||
|
|
|
|||
10.37*
|
|
PerkinElmer, Inc.'s Amended and Restated Performance Incentive Plan (Executive Officers), attached hereto as Exhibit 10.37.
|
|||
|
|
|
|||
12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges, attached hereto as Exhibit 12.1.
|
Exhibit
No.
|
|
Exhibit Title
|
|||
|
|
|
|||
21
|
|
Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21.
|
|||
|
|
|
|||
23
|
|
Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit 23.
|
|||
|
|
|
|||
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.1.
|
|||
|
|
|
|||
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.2.
|
|||
|
|
|
|||
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit 32.1.
|
|||
|
|
|
|||
101.INS
|
|
XBRL Instance Document.
|
|||
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|||
|
|
|
|||
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|||
|
|
|
|||
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|||
|
|
|
|||
101.LAB
|
|
XBRL Labels Linkbase Document.
|
|||
|
|
|
|||
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
(1)
|
The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
1.
|
(a) Except as hereinafter otherwise provided, the Company agrees to employ the employee in a management position with the Company, and the Employee agrees to remain in the employment of the Company in that capacity for a period of one year from the date hereof and from year to year thereafter until such time as this Agreement is terminated in accordance with Paragraph 5.
|
(b)
|
The Company will, during each year of the term of this Agreement, place in nomination before the Board of Directors of the Company the name of the Employee for election as an Officer of the Company except when a notice of termination has been given in accordance with Paragraph 5(b).
|
2.
|
The Employee agrees that, during the specified period of employment, he shall, to the best of his ability, perform his duties, and shall devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company and its interests and to the discharge of his duties and responsibilities hereunder. The Employee shall not engage in any business, profession or occupation which would conflict with the rendition of the agreed-upon services, either directly or indirectly, without the prior approval of the Board of Directors, except for personal investment, charitable and philanthropic activities.
|
3.
|
During the period of his employment under this Agreement, the Employee shall be compensated for his services as follows:
|
(a)
|
Except as otherwise provided in this Agreement, he shall be paid a salary during the period of this Agreement at a base rate to be determined by the Company on an annual basis. Except as provided in Paragraph 3(d), such annual base salary shall under no circumstances be fixed at a rate below the annual base rate then currently in effect;
|
(b)
|
He shall be reimbursed for any and all monies expended by him in connection with his employment for reasonable and necessary expenses on behalf of the Company in accordance with the policies of the Company then in effect;
|
(c)
|
He shall be eligible to participate under any and all bonus, benefit, pension, compensation, and equity and incentive plans which are, in accordance with Company policy and the terms of the plan, available to persons in his position (within the limitation as stipulated by such plans). Such eligibility shall not automatically entitle him to participate in any such plan;
|
(d)
|
If, because of adverse business conditions or for other reasons, the Company at any time puts into effect salary reductions applicable at a single rate to all management employees of the Company generally, the salary payments required to be made under this Agreement to the Employee during any period in which such general reduction is in effect may be reduced by the same percentage as is applicable to all management employees of the Company generally. Any benefits made available to the Employee which are related to base salary shall also be reduced in accordance with any salary reduction.
|
4.
|
(a) So long as the Employee is employed by the Company and for a period of one year after the termination or expiration of employment, the Employee will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage directly or indirectly in any business or entity which competes with the business conducted by the Company or its affiliates in any city or geographic area in which the Company or its affiliates conduct material operations at the time of termination of employment under this Agreement, except as approved in advance by the Board after full and adequate disclosure; or (ii) recruit, solicit or induce, or attempt to induce, any employee or employees or consultant or consultants of the Company to terminate their employment with, to otherwise cease their relationship with, the Company; or (iii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, of the Company.
|
(b)
|
If any restriction set forth in this Paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographical area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
|
(c)
|
The restrictions contained in this Paragraph 4 are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Paragraph 4 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies
|
(d)
|
The Employee agrees to sign and be bound by the Employee Patent and Proprietary Information Utilization Agreement in the form attached hereto.
|
(e)
|
During the period of his employment by the Company or for any period during which the Company shall continue to pay the Employee his salary under this Agreement, whichever shall be longer, the Employee shall not in any way whatsoever aid or assist any party seeking to cause, initiate or effect a Change in Control of the Company as defined in Paragraph 6 without the prior approval of the Board of Directors.
|
5.
|
Except for the Employee covenants set forth in Paragraph 4, which covenants shall remain in effect for the periods stated therein, and subject to Paragraph 6, this Agreement shall terminate upon the happening of any of the following events and (except as provided herein) all of the Company’s obligations under this Agreement, including, but not limited to, making payments to the Employee shall cease and terminate:
|
(a)
|
On the effective date set forth in any resignation submitted by the Employee and accepted by the Company, or if no effective date is agreed upon, the date of receipt by the Company of such resignation letter;
|
(b)
|
On the date set forth in a written notice of termination given by the Company to the Employee (the “Paragraph 5(b) Termination Date”);
|
(c)
|
At the death of the Employee;
|
(d)
|
At the termination of the Employee for cause. As used in the Agreement, the term “cause” shall mean:
|
(i)
|
Misappropriating any funds or property of the Company;
|
(ii)
|
Unreasonable refusal to perform the duties assigned to him under this Agreement;
|
(iii)
|
Conviction of a felony;
|
(iv)
|
Continuous conduct bringing notoriety to the Company and having an adverse effect on the name or public image of the Company;
|
(v)
|
Violation of the Employee’s covenants as set forth in Paragraph 4 above; or
|
(vi)
|
Continued failure by the Employee to observe any of the provisions of this Agreement after being informed of such breach.
|
(e)
|
Twelve months after written notice of termination (a “Disability Termination Notice”) is given by the Company to the Employee based on a determination by the Board of Directors that the Employee is disabled (which, for purposes of this Agreement, shall mean that the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, with such determination to be made by the Board of Directors, in reliance upon the opinion of the Employee’s physician or upon the opinion of one or more physicians selected by the Company). A Disability Termination Notice shall be deemed properly delivered if given by the Company to the Employee on the 180th day of continuous disability of the Employee. Notwithstanding the foregoing, if, during the twelve-month period following proper delivery of a Disability Termination Notice as aforesaid, the Employee is no longer disabled and is able to return to work, such Disability Termination Notice shall be deemed automatically rescinded upon the Employee’s return to work, and the employment of the Employee shall continue in accordance with the terms of this Agreement. During the first 180 days of continuous disability of the Employee, the Company will make monthly payments to the Employee in an amount equal to the difference between his base salary and the benefits received by the Employee under the Company’s Short-Term Disability Income Plan. During the twelve-month period following proper delivery of a Disability Termination Notice as aforesaid, the Company will make monthly payments to the Employee in an amount equal to the difference between his base salary and the benefits provided by the Company’s Long-Term Disability Plan. If any payments to the Employee under the Company’s Long-Term Disability Plan are not subject to federal income taxes, the payments to be made directly by the Company pursuant to the preceding sentence shall be reduced such that the total amount received by the Employee (from the Company and from the Long-Term Disability Plan), after payment of any income taxes, is equal to the amount that the Employee would have received had he been paid his base salary, after payment of any income taxes on such base salary.
|
(f)
|
In the event of the termination of the Employee by the Company pursuant to Paragraph 5(b) above, and subject to the Employee’s full execution of a severance agreement and release drafted by and satisfactory to counsel for the Company, the Employee shall, for a period of one year from the Paragraph 5(b) Termination Date, (i) continue to receive his Full Salary (as defined below), which shall be payable in accordance with the payment schedule in effect immediately prior to his employment termination, and (ii) continue to be entitled to participate in all employee benefit plans and arrangements of the Company (such as life, health and disability insurance and automobile arrangements but excluding qualified retirement plans, incentive arrangements and grants of equity awards) to the same extent (including coverage of dependents, if any) and upon the same terms as were in effect immediately prior to his termination. For purposes of this Agreement, “Full Salary” shall mean the Employee’s annual base salary, plus the amount of any bonus or incentive payments (excluding payments under the Company’s long-term incentive program) earned or received by the Employee
|
(g)
|
In the event of a termination of employment pursuant to Paragraph 5(a), (c) or (d), the Company shall pay the Employee his base salary through the date of termination of employment. The Employee shall not be entitled to receive any bonus payment or other additional compensation beyond his date of termination.
|
6.
|
(a)
In the event of a Change in Control of the Company (as defined below),
|
(i)
|
The provisions of this Agreement shall be amended as follows:
|
(A)
|
Paragraph l(a) shall be amended to read in its entirety as follows:
|
(B)
|
Paragraph 5(a) shall be amended by the addition of the following provision at the end of such paragraph:
|
(C)
|
Paragraph 5(b) shall be deleted in its entirety.
|
(D)
|
Paragraph 5(f) shall be amended to read in its entirety as follows:
|
(E)
|
Paragraph 8 shall be amended to read in its entirety as follows:
|
(ii)
|
The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would be subject to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) to the Employee would be increased by the reduction or elimination of any payment and/or other benefit (including the vesting of equity awards) under this Agreement or otherwise, then the amounts payable under this Agreement or otherwise will be reduced or eliminated in the following order unless otherwise determined by the Company: (A) nonacceleration of any stock options whose exercise price is at or above the fair market value of the stock as of the change in control date for purposes of Section 280G of the Code (taking into account, as appropriate, the proceeds that would be received in connection with the event covered by Section 4999 of the Code), (B) nonacceleration of any stock options not described in clause (A) above, (C) any vesting or distribution of restricted stock or restricted stock units and (D) any cash or taxable benefits. Within each category described in clauses (A), (B), (C) or (D), reductions or eliminations shall be made as determined by the Company in reverse order beginning with vesting or payments that are to be paid the farthest in time from the date of the event covered by Section 4999 of the Code.
|
(b)
|
For purposes of this Agreement, a “Change in Control of the Company” means an event or occurrence set forth in any one or more of clauses (i) through (iv) below (including an event or occurrence that constitutes a Change in Control under one or such clauses but is specifically exempted from another such clause):
|
(i)
|
the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership of any capital stock or the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (i), none of the following acquisitions of Outstanding Company Common Stock or Outstanding Company Voting Securities shall constitute a Change in Control: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (IV) any acquisition by any corporation pursuant to a transaction which complies with subclauses (A) and (B) of clause (iii) of this Paragraph 6(b); or
|
(ii)
|
such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (A) who was a member of the Board on the date of the execution of this Agreement or (B) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (B) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or
|
(iii)
|
the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (A) all or substantially all of the individuals and entities who
|
(iv)
|
approval by the stockholders of the Company or a complete liquidation or dissolution of the Company.
|
(c)
|
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (i) a material diminution in the Employee's base salary except as provided in Paragraph 3(d); (ii) a failure by the Company to pay annual cash bonuses to the Employees in an amount at least equal to the most recent annual cash bonuses paid to the Employee; (iii) a failure by the Company to maintain in effect any material compensation or benefit plan in which the Employee participated immediately prior to the Change in Control, unless an equitable arrangement has been made with respect to such plan, or a failure to continue the Employee’s participation therein on a basis not materially less favorable than existed immediately prior to the Change in Control; (iv) any material diminution in the Employee’s position, duties, authorities, responsibilities or title as in effect immediately prior to the Change in Control; (v) any requirement by the Company that the location at which the Employee performs his principal duties be changed to a new location outside a radius of 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control; or (vi) the failure of the Company to obtain the agreement, in a form reasonably satisfactory to the Employee, from any successor to the Company to assume and agree to perform this Agreement. The Employee shall provide notice to the Company of the existence of the condition upon which Employee bases his claim for Good Reason within 90 days of the initial existence of the condition. As a condition to a termination for Good Reason, if the condition is capable of being corrected, the Company shall have 30 days during which it may remedy the condition. If the condition is fully remedied with such
|
7.
|
Neither the Employee nor, in the event of his death, his legal representative, beneficiary or estate, shall have the power to transfer, assign, mortgage or otherwise encumber in advance any of the payments provided for in this Agreement, nor shall any payments nor assets or funds of the Company be subject to seizure for the payment of any debts, judgments, liabilities, bankruptcy or other actions.
|
8.
|
Any controversy relating to this Agreement and not resolved by the Board of Directors and the Employee shall be settled by arbitration in the City of Boston, Commonwealth of Massachusetts, pursuant to the rules then obtaining of the JAMS, and judgment upon the award may be entered in any court having jurisdiction, and the Board of Directors and Employee agree to be bound by the arbitration decision on any such controversy. Unless otherwise agreed by the parties hereto, arbitration will be by an arbitrator selected from the panel of the JAMS. The full cost of any such arbitration shall be borne by the Company.
|
9.
|
Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times by either party.
|
10.
|
All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally to the Employee or to the General Counsel of the Company or when mailed by registered or certified mail to the other party (if to the Company, at 940 Winter Street, Waltham, Massachusetts 02451, attention General Counsel; if to the Employee, at the last known address of the Employee as set forth in the records of the Company).
|
11.
|
This Agreement has been executed and delivered and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. This Agreement is and shall be binding on the respective legal representatives or successors of the parties, but shall not be assignable except to a successor to the Company by virtue of a merger, consolidation or acquisition of all or substantially all of the assets of the Company. This Agreement constitutes and embodies the entire understanding and agreement of the parties and, except as otherwise provided herein, there are no other agreements or understandings, written or oral, in effect between the parties hereto relating to the employment of the Employee by the Company. All previous employment contracts between the Employee and the Company or any of the Company’s present or former subsidiaries or affiliates is hereby canceled and of no effect.
|
12.
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume expressly in writing and to agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement prior to the effectiveness of succession shall be a breach of this Agreement. As used in this Agreement, “the Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, whether by operation of law, or otherwise.
|
13.
|
The parties intend that payments made pursuant to this Agreement be either exempt from, or compliant with, Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), so as not to be subject to the excise tax thereunder. Accordingly, the following provisions shall apply to payments pursuant to this Agreement, notwithstanding any provision to the contrary contained in this Agreement:
|
(a)
|
Any medical, dental, prescription drug, or other health benefits (collectively, the “Medical Benefits”) that may be required to be provided by the Company under Paragraphs 5 or 6 and that are provided under a so-called “self-insured” benefit plan which is subject to Section 105(h) of the Code (or to similar rules pursuant to provisions of the Patient Protection Affordable Care Act) shall instead be structured so that on or about the first day of each month for which coverage is to be provided the Company shall pay to the Employee an amount in cash sufficient to cover the Company’s share of the applicable premium for the Medical Benefits coverage for that month. The Employee’s premium payments to the Company for Medical Benefits shall be due on the last day of the month to which the coverage relates. The parties intend that the first 18 months of Medical Benefits coverage shall be exempt from the application of Section 409A, and that any remaining payments by the Company for Medical Benefits shall be considered in compliance with Section 409A;
|
(b)
|
Any payment of “reimbursements” by the Company to the Employee, any payment of “in-kind benefits” from the Company to the Employee, and any “direct service recipient payments” made by the Company on the Employee’s behalf for a “limited period of time” (in each case as those terms are used for purposes of Section 409A) shall be exempt from the application of Section 409A;
|
(c)
|
Except as provided in Paragraphs 13(a) or (b) above, or Paragraph 13(e) below, the remainder of all other payments or benefits that are to be paid or provided by the Company to the Employee under Paragraphs 5 or 6 shall be paid or provided in accordance with the schedules set forth in Paragraphs 5 or 6, or if none, in accordance with the schedules set forth in the underlying employee benefit plans and arrangements. Each payment on a payroll date and each monthly payment under Paragraphs 5 and 6 shall be deemed to be a “separate payment” as that term is used for purposes of Section 409A, including the exemptions from Section 409A;
|
(d)
|
The payments that are to be paid by the Company to the Employee under Paragraphs 5 or 6 which (i) will constitute payments from a “non-qualified deferred compensation plan” as that term is used for the purposes of Section 409A (after taking into account Paragraphs 13(a) and (b) above and any other exemptions available under Section 409A, including without limitation qualification as a “short term deferral” within the meaning of Section 409A), (ii) are payable prior to the date that is 6 months after the Employee’s “separation from service” as that term is used for purposes of Section 409A (“Separation from Service”) (such date hereinafter referred to as the “Delayed Payment Date”), and (iii) do not exceed two (2) times the lesser of (I) or (II) below, shall be paid in accordance with the payment schedule that would otherwise apply under Paragraphs 5 or 6 in the absence of the application of Section 409A. For purposes of this Paragraph 13(d), “(I)” shall mean the sum of the Employee’s annualized compensation based upon his annual rate of pay for services provided to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a Separation from Service, and “(II)” shall mean the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee has a Separation from Service;
|
(e)
|
If the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” as that term is used for purposes of Section 409A, the payments that are otherwise scheduled to be paid to the Employee under Paragraphs 5 or 6 prior to the Delayed Payment Date (determined without regard to this Paragraph 13) that exceed the amount calculated under Paragraph 13(d) above shall instead be paid by the Company to the Employee in a lump sum (together with interest at the prime rate as published in The Wall Street Journal on the date of Separation from Service) one day after the Delayed Payment Date (or, if earlier, the death of the Employee); and
|
(f)
|
The amount of expenses eligible for reimbursement to the Employee, and the amount of in-kind benefits provided to the Employee, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.
|
(g)
|
The Company shall (i) have the right to deduct from any payment under this Agreement any and all taxes determined by the Company to be applicable with respect to such benefits and (ii) shall have the right to require the Employee to make arrangements satisfactory to satisfy any such withholding obligation that may not be satisfied in full by wage withholding described in (i).
|
(h)
|
The Employee shall be responsible for all taxes with respect to any payments or benefits hereunder except for the Company’s portion of any Social Security and Medicare taxes. The Company makes no guarantee regarding the tax treatment of the payments or benefits provided by this Agreement.
|
(i)
|
The reference in Section 5(f) to execution of a severance agreement and release shall be subject to the following terms. Payments pursuant to Section 5(f) shall commence on the 60th day following the Employee’s separation from service, provided that the Employee has executed and submitted the severance agreement and release and the agreement and release have become irrevocable. The payment made on such 60th day shall include any periodic payments to which the Employee would have been entitled had payments commenced upon the Employee’s separation from service.
|
(j)
|
In determining whether a payment is made on permissible payment event or date, the rules of the Treasury Regulations and other guidance under Section 409A shall apply, including without limitation the rules of Treasury Regulation section 1.409A-3(g) (related to disputed payments) and the rules of Treasury Regulation section 1.409A-3(d) (generally permitting payment to be made at a later date within the same taxable year (or if later by the 15th day of the third calendar month following the date specified) so long as the Employee is not permitted, directly or indirectly, to designate the year of payment).
|
1. (a)
|
Except as hereinafter otherwise provided, the Company agrees to employ the employee in a management position with the Company, and the Employee agrees to remain in the employment of the Company in that capacity for a period of one year from the date hereof and from year to year thereafter until such time as this Agreement is terminated in accordance with Paragraph 5.
|
(b)
|
The Company will, during each year of the term of this Agreement, place in nomination before the Board of Directors of the Company the name of the Employee for election as an Officer of the Company except when a notice of termination has been given in accordance with Paragraph 5(b).
|
2.
|
The Employee agrees that, during the specified period of employment, he shall, to the best of his ability, perform his duties, and shall devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company and its interests and to the discharge of his duties and responsibilities hereunder. The Employee shall not engage in any business, profession or occupation which would conflict with the rendition of the agreed-upon services, either directly or indirectly, without the prior approval of the Board of Directors, except for personal investment, charitable and philanthropic activities.
|
3.
|
During the period of his employment under this Agreement, the Employee shall be compensated for his services as follows:
|
(a)
|
Except as otherwise provided in this Agreement, he shall be paid a salary during the period of this Agreement at a base rate to be determined by the Company on an annual basis. Except as provided in Paragraph 3(d), such annual base salary
|
(b)
|
He shall be reimbursed for any and all monies expended by him in connection with his employment for reasonable and necessary expenses on behalf of the Company in accordance with the policies of the Company then in effect;
|
(c)
|
He shall be eligible to participate under any and all bonus, benefit, pension, compensation, and equity and incentive plans which are, in accordance with Company policy and the terms of the plan, available to persons in his position (within the limitation as stipulated by such plans). Such eligibility shall not automatically entitle him to participate in any such plan;
|
(d)
|
If, because of adverse business conditions or for other reasons, the Company at any time puts into effect salary reductions applicable at a single rate to all management employees of the Company generally, the salary payments required to be made under this Agreement to the Employee during any period in which such general reduction is in effect may be reduced by the same percentage as is applicable to all management employees of the Company generally. Any benefits made available to the Employee which are related to base salary shall also be reduced in accordance with any salary reduction.
|
4.
|
(a) So long as the Employee is employed by the Company and for a period of one year after the termination or expiration of employment, the Employee will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage directly or indirectly in any business or entity which competes with the business conducted by the Company or its affiliates in any city or geographic area in which the Company or its affiliates conduct material operations at the time of termination of employment under this Agreement, except as approved in advance by the Board after full and adequate disclosure; or (ii) recruit, solicit or induce, or attempt to induce, any employee or employees or consultant or consultants of the Company to terminate their employment with, to otherwise cease their relationship with, the Company; or (iii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, of the Company.
|
(b)
|
If any restriction set forth in this Paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographical area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
|
(c)
|
The restrictions contained in this Paragraph 4 are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Paragraph 4 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief.
|
(d)
|
The Employee agrees to sign and be bound by the Employee Patent and Proprietary Information Utilization Agreement in the form attached hereto.
|
(e)
|
During the period of his employment by the Company or for any period during which the Company shall continue to pay the Employee his salary under this Agreement, whichever shall be longer, the Employee shall not in any way whatsoever aid or assist any party seeking to cause, initiate or effect a Change in Control of the Company as defined in Paragraph 6 without the prior approval of the Board of Directors.
|
5.
|
Except for the Employee covenants set forth in Paragraph 4, which covenants shall remain in effect for the periods stated therein, and subject to Paragraph 6, this Agreement shall terminate upon the happening of any of the following events and (except as provided herein) all of the Company’s obligations under this Agreement, including, but not limited to, making payments to the Employee shall cease and terminate:
|
(a)
|
On the effective date set forth in any resignation submitted by the Employee and accepted by the Company, or if no effective date is agreed upon, the date of receipt by the Company of such resignation letter;
|
(b)
|
On the date set forth in a written notice of termination given by the Company to the Employee (the “Paragraph 5(b) Termination Date”);
|
(c)
|
At the death of the Employee;
|
(d)
|
At the termination of the Employee for cause. As used in the Agreement, the term “cause” shall mean:
|
(i)
|
Misappropriating any funds or property of the Company;
|
(ii)
|
Unreasonable refusal to perform the duties assigned to him under this Agreement;
|
(iii)
|
Conviction of a felony;
|
(iv)
|
Continuous conduct bringing notoriety to the Company and having an adverse effect on the name or public image of the Company;
|
(v)
|
Violation of the Employee’s covenants as set forth in Paragraph 4 above; or
|
(vi)
|
Continued failure by the Employee to observe any of the provisions of this Agreement after being informed of such breach.
|
(e)
|
Twelve months after written notice of termination (a “Disability Termination Notice”) is given by the Company to the Employee based on a determination by the Board of Directors that the Employee is disabled (which, for purposes of this Agreement, shall mean that the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, with such determination to be made by the Board of Directors, in reliance upon the opinion of the Employee’s physician or upon the opinion of one or more physicians selected by the Company). A Disability Termination Notice shall be deemed properly delivered if given by the Company to the Employee on the 180th day of continuous disability of the Employee. Notwithstanding the foregoing, if, during the twelve-month period following proper delivery of a Disability Termination Notice as aforesaid, the Employee is no longer disabled and is able to return to work, such Disability Termination Notice shall be deemed automatically rescinded upon the Employee’s return to work, and the employment of the Employee shall continue in accordance with the terms of this Agreement. During the first 180 days of continuous disability of the Employee, the Company will make monthly payments to the Employee in an amount equal to the difference between his base salary and the benefits received by the Employee under the Company’s Short-Term Disability Income Plan. During the twelve-month period following proper delivery of a Disability Termination Notice as aforesaid, the Company will make monthly payments to the Employee in an amount equal to the difference between his base salary and the benefits provided by the Company’s Long-Term Disability Plan. If any payments to the Employee under the Company’s Long-Term Disability Plan are not subject to federal income taxes, the payments to be made directly by the Company pursuant to the preceding sentence shall be reduced such that the total amount received by the Employee (from the Company and from the Long-Term Disability Plan), after payment of any income taxes, is equal to the amount that the Employee would have received had he been paid his base salary, after payment of any income taxes on such base salary.
|
(f)
|
In the event of the termination of the Employee by the Company pursuant to Paragraph 5(b) above, and subject to the Employee’s full execution of a severance agreement and release drafted by and satisfactory to counsel for the Company, the Employee shall, for a period of one year from the Paragraph 5(b) Termination Date, (i) continue to receive his Full Salary (as defined below), which shall be payable in accordance with the payment schedule in effect immediately prior to his employment termination, and (ii) continue to be entitled to participate in all
|
(g)
|
In the event of a termination of employment pursuant to Paragraph 5(a), (c) or (d), the Company shall pay the Employee his base salary through the date of termination of employment. The Employee shall not be entitled to receive any bonus payment or other additional compensation beyond his date of termination.
|
6.
|
(a) In the event of a Change in Control of the Company (as defined below),
|
(i)
|
The provisions of this Agreement shall be amended as follows:
|
(A)
|
Paragraph l(a) shall be amended to read in its entirety as follows:
|
(B)
|
Paragraph 5(a) shall be amended by the addition of the following provision at the end of such paragraph:
|
(C)
|
Paragraph 5(b) shall be deleted in its entirety.
|
(D)
|
Paragraph 5(f) shall be amended to read in its entirety as follows:
|
(E)
|
Paragraph 8 shall be amended to read in its entirety as follows:
|
(ii)
|
The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would be subject to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) to the Employee would be increased by the reduction or elimination of any payment and/or other benefit (including the vesting of equity awards) under this Agreement or otherwise, then the amounts payable under this Agreement or otherwise will be reduced or eliminated in the following order unless otherwise determined by the Company: (A) nonacceleration of any stock options whose exercise price is at or above the fair market value of the stock as of the change in control date for purposes of Section 280G of the Code (taking into account, as appropriate, the proceeds that would be received in connection with the event covered by Section 4999 of the Code), (B) nonacceleration of any stock options not described in clause (A) above, (C) any vesting or distribution of restricted stock or restricted stock units and (D) any cash or taxable benefits. Within each category described in clauses (A), (B), (C) or (D), reductions or eliminations shall be made as determined by the Company in reverse order beginning with vesting or payments that are to be paid the farthest in time from the date of the event covered by Section 4999 of the Code.
|
(b)
|
For purposes of this Agreement, a “Change in Control of the Company” means an event or occurrence set forth in any one or more of clauses (i) through (iv) below (including an event or occurrence that constitutes a Change in Control under one or such clauses but is specifically exempted from another such clause):
|
(i)
|
the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership of any capital stock or the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (i), none of the following acquisitions of Outstanding Company Common Stock or Outstanding Company Voting Securities shall constitute a Change in Control: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (IV) any acquisition by any corporation pursuant to a transaction which complies with subclauses (A) and (B) of clause (iii) of this Paragraph 6(b); or
|
(ii)
|
such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (A) who was a member of the Board on the date of the execution of this Agreement or
|
(iii)
|
the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the surviving, resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more other entities) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Stock and Outstanding Company Voting Securities, respectively; and (B) no Person beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or
|
(iv)
|
approval by the stockholders of the Company or a complete liquidation or dissolution of the Company.
|
(c)
|
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (i) a material diminution in the Employee's base salary except as provided in Paragraph 3(d); (ii) a failure by the Company to pay annual cash bonuses to the Employees in an amount at least equal to the most recent
|
7.
|
Neither the Employee nor, in the event of his death, his legal representative, beneficiary or estate, shall have the power to transfer, assign, mortgage or otherwise encumber in advance any of the payments provided for in this Agreement, nor shall any payments nor assets or funds of the Company be subject to seizure for the payment of any debts, judgments, liabilities, bankruptcy or other actions.
|
8.
|
Any controversy relating to this Agreement and not resolved by the Board of Directors and the Employee shall be settled by arbitration in the City of Boston, Commonwealth of Massachusetts, pursuant to the rules then obtaining of the JAMS, and judgment upon the award may be entered in any court having jurisdiction, and the Board of Directors and Employee agree to be bound by the arbitration decision on any such controversy. Unless otherwise agreed by the parties hereto, arbitration will be by an arbitrator selected from the panel of the JAMS. The full cost of any such arbitration shall be borne by the Company.
|
9.
|
Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times by either party.
|
10.
|
All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally to the Employee or to the General Counsel of the Company or when mailed by registered or certified mail to the other party (if to the Company, at 940 Winter Street, Waltham, Massachusetts 02451, attention General Counsel; if to the Employee, at the last known address of the Employee as set forth in the records of the Company).
|
11.
|
This Agreement has been executed and delivered and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. This Agreement is and shall be binding on the respective legal representatives or successors of the parties, but shall not be assignable except to a successor to the Company by virtue of a merger, consolidation or acquisition of all or substantially all of the assets of the Company. This Agreement constitutes and embodies the entire understanding and agreement of the parties and, except as otherwise provided herein, there are no other agreements or understandings, written or oral, in effect between the parties hereto relating to the employment of the Employee by the Company. All previous employment contracts between the Employee and the Company or any of the Company’s present or former subsidiaries or affiliates is hereby canceled and of no effect.
|
12.
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume expressly in writing and to agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement prior to the effectiveness of succession shall be a breach of this Agreement. As used in this Agreement, “the Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, whether by operation of law, or otherwise.
|
13.
|
The parties intend that payments made pursuant to this Agreement be either exempt from, or compliant with, Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), so as not to be subject to the excise tax thereunder. Accordingly, the following provisions shall apply to payments pursuant to this Agreement, notwithstanding any provision to the contrary contained in this Agreement:
|
(a)
|
Any medical, dental, prescription drug, or other health benefits (collectively, the “Medical Benefits”) that may be required to be provided by the Company under Paragraphs 5 or 6 and that are provided under a so-called “self-insured” benefit plan which is subject to Section 105(h) of the Code (or to similar rules pursuant to provisions of the Patient Protection Affordable Care Act) shall instead be structured so that on or about the first day of each month for which coverage is to be provided the Company shall pay to the Employee an amount in cash sufficient to cover the Company’s share of the applicable premium for the Medical Benefits coverage for that month. The Employee’s premium payments to the Company for
|
(b)
|
Any payment of “reimbursements” by the Company to the Employee, any payment of “in-kind benefits” from the Company to the Employee, and any “direct service recipient payments” made by the Company on the Employee’s behalf for a “limited period of time” (in each case as those terms are used for purposes of Section 409A) shall be exempt from the application of Section 409A;
|
(c)
|
Except as provided in Paragraphs 13(a) or (b) above, or Paragraph 13(e) below, the remainder of all other payments or benefits that are to be paid or provided by the Company to the Employee under Paragraphs 5 or 6 shall be paid or provided in accordance with the schedules set forth in Paragraphs 5 or 6, or if none, in accordance with the schedules set forth in the underlying employee benefit plans and arrangements. Each payment on a payroll date and each monthly payment under Paragraphs 5 and 6 shall be deemed to be a “separate payment” as that term is used for purposes of Section 409A, including the exemptions from Section 409A;
|
(d)
|
The payments that are to be paid by the Company to the Employee under Paragraphs 5 or 6 which (i) will constitute payments from a “non-qualified deferred compensation plan” as that term is used for the purposes of Section 409A (after taking into account Paragraphs 13(a) and (b) above and any other exemptions available under Section 409A, including without limitation qualification as a “short term deferral” within the meaning of Section 409A), (ii) are payable prior to the date that is 6 months after the Employee’s “separation from service” as that term is used for purposes of Section 409A (“Separation from Service”) (such date hereinafter referred to as the “Delayed Payment Date”), and (iii) do not exceed two (2) times the lesser of (I) or (II) below, shall be paid in accordance with the payment schedule that would otherwise apply under Paragraphs 5 or 6 in the absence of the application of Section 409A. For purposes of this Paragraph 13(d), “(I)” shall mean the sum of the Employee’s annualized compensation based upon his annual rate of pay for services provided to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a Separation from Service, and “(II)” shall mean the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee has a Separation from Service;
|
(e)
|
If the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” as that term is used for purposes of Section 409A, the payments that are otherwise
|
(f)
|
The amount of expenses eligible for reimbursement to the Employee, and the amount of in-kind benefits provided to the Employee, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.
|
(g)
|
The Company shall (i) have the right to deduct from any payment under this Agreement any and all taxes determined by the Company to be applicable with respect to such benefits and (ii) shall have the right to require the Employee to make arrangements satisfactory to satisfy any such withholding obligation that may not be satisfied in full by wage withholding described in (i).
|
(h)
|
The Employee shall be responsible for all taxes with respect to any payments or benefits hereunder except for the Company’s portion of any Social Security and Medicare taxes. The Company makes no guarantee regarding the tax treatment of the payments or benefits provided by this Agreement.
|
(i)
|
The reference in Section 5(f) to execution of a severance agreement and release shall be subject to the following terms. Payments pursuant to Section 5(f) shall commence on the 60th day following the Employee’s separation from service, provided that the Employee has executed and submitted the severance agreement and release and the agreement and release have become irrevocable. The payment made on such 60th day shall include any periodic payments to which the Employee would have been entitled had payments commenced upon the Employee’s separation from service.
|
(j)
|
In determining whether a payment is made on permissible payment event or date, the rules of the Treasury Regulations and other guidance under Section 409A shall apply, including without limitation the rules of Treasury Regulation section 1.409A-3(g) (related to disputed payments) and the rules of Treasury Regulation section 1.409A-3(d) (generally permitting payment to be made at a later date within the same taxable year (or if later by the 15th day of the third calendar month following the date specified) so long as the Employee is not permitted, directly or indirectly, to designate the year of payment).
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
January 2,
2011 |
|
January 3,
2010 |
||||||||||
|
(In thousands, except for ratio)
|
||||||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt premiums and discounts on all indebtedness
|
$
|
44,066
|
|
|
$
|
43,702
|
|
|
$
|
23,310
|
|
|
$
|
15,393
|
|
|
$
|
15,765
|
|
Interest on rental expense
|
10,536
|
|
|
12,053
|
|
|
9,820
|
|
|
9,360
|
|
|
7,240
|
|
|||||
Total fixed charges
|
54,602
|
|
|
55,755
|
|
|
33,130
|
|
|
24,753
|
|
|
23,005
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations before income taxes
|
153,332
|
|
|
50,587
|
|
|
64,354
|
|
|
165,951
|
|
|
100,159
|
|
|||||
Earnings available to cover fixed charges
|
$
|
207,934
|
|
|
$
|
106,342
|
|
|
$
|
97,484
|
|
|
$
|
190,704
|
|
|
$
|
123,164
|
|
Ratio of earnings to fixed charges
|
3.8
|
|
|
1.9
|
|
|
2.9
|
|
|
7.7
|
|
|
5.4
|
|
|||||
Deficiency in earnings required to cover fixed charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Name of Company
|
|
State or Country
of Incorporation
or Organization
|
|
Name of Parent
|
1.
|
PerkinElmer, Inc.
|
|
Massachusetts
|
|
N/A
|
2.
|
Caliper Life Sciences, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
3.
|
Cambridge Research & Instrumentation, Inc.
|
|
Delaware
|
|
Caliper Life Sciences, Inc.
|
4.
|
CambridgeSoft Corporation
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
5.
|
PerkinElmer Health Sciences, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
6.
|
ViaCell, Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
7.
|
ViaCord, LLC
|
|
Delaware
|
|
ViaCell, Inc.
|
8.
|
VisEn Medical Inc.
|
|
Delaware
|
|
PerkinElmer Health Sciences, Inc.
|
9.
|
Wingu Inc.
|
|
Delaware
|
|
PerkinElmer Holdings, Inc.
|
10.
|
Xenogen Corporation
|
|
Delaware
|
|
Caliper Life Sciences, Inc.
|
11.
|
NovaScreen Biosciences Corporation
|
|
Maryland
|
|
Caliper Life Sciences, Inc.
|
12.
|
PerkinElmer Holdings, Inc.
|
|
Massachusetts
|
|
PerkinElmer, Inc.
|
13
|
PerkinElmer Labs, Inc.
|
|
New York
|
|
PerkinElmer Holdings, Inc.
|
14.
|
PerkinElmer Genetics, Inc.
|
|
Pennsylvania
|
|
PerkinElmer Holdings, Inc.
|
15.
|
PerkinElmer Automotive Research, Inc.
|
|
Texas
|
|
PerkinElmer Holdings, Inc.
|
16.
|
Geospiza, Inc.
|
|
Washington
|
|
PerkinElmer Holdings, Inc.
|
17.
|
Signature Genomic Laboratories, LLC
|
|
Washington
|
|
PerkinElmer Health Sciences, Inc.
|
18.
|
Perkin-Elmer Argentina S.R.L.
|
|
Argentina
|
|
PerkinElmer Holdings, Inc. (95%)
1
|
19.
|
PerkinElmer Pty. Ltd.
|
|
Australia
|
|
PerkinElmer Holdings, Inc.
|
20.
|
PerkinElmer Vertriebs GmbH
|
|
Austria
|
|
Wellesley B.V.
|
21.
|
PerkinElmer NV
|
|
Belgium
|
|
PerkinElmer Life Sciences International Holdings
2
|
22.
|
PerkinElmer do Brasil Ltda.
|
|
Brazil
|
|
PerkinElmer International C.V. (99%)
3
|
23.
|
PerkinElmer Health Sciences Canada Inc.
|
|
Canada
|
|
PerkinElmer Life Sciences International Holdings
|
24.
|
PerkinElmer Chile Ltda.
|
|
Chile
|
|
PerkinElmer Health Sciences, Inc. (68%)
4
|
25.
|
PerkinElmer Healthcare Diagnostics (Shanghai) Co., Ltd.
|
|
China
|
|
PerkinElmer IVD Pte Ltd.
|
26.
|
PerkinElmer Instruments (Shanghai) Co., Ltd.
|
|
China
|
|
PerkinElmer Singapore Pte Ltd.
|
27.
|
PerkinElmer (Suzhou) Clinical Lab Co., Ltd.
|
|
China
|
|
Suzhou Sym-Bio Lifescience Co., Ltd.
|
28.
|
Shanghai Haoyuan Biotech Co., Ltd.
|
|
China
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
29.
|
Suzhou Sym-Bio Lifescience Co., Ltd.
|
|
China
|
|
PerkinElmer Healthcare Diagnostics (Shanghai) Co., Ltd.
|
30.
|
PerkinElmer Danmark A/S
|
|
Denmark
|
|
Wallac Oy
|
31.
|
PerkinElmer Finland Oy
|
|
Finland
|
|
Wallac Oy
|
32.
|
PerkinElmer Investments Ky
|
|
Finland
|
|
PerkinElmer Finance Luxembourg S.à r.l.
5
|
33.
|
PerkinElmer Oy
|
|
Finland
|
|
Wellesley B.V.
|
34.
|
Wallac Oy
|
|
Finland
|
|
PerkinElmer Oy
|
35.
|
PerkinElmer SAS
|
|
France
|
|
PerkinElmer Nederland B.V.
|
36.
|
PerkinElmer Cellular Technologies Germany GmbH
|
|
Germany
|
|
PerkinElmer LAS (Germany) GmbH
|
37.
|
PerkinElmer chemagen Technologie GmbH
|
|
Germany
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
38.
|
PerkinElmer LAS (Germany) GmbH
|
|
Germany
|
|
PerkinElmer Holdings, Inc.
|
39.
|
PerkinElmer Technologies GmbH & Co. KG
|
|
Germany
|
|
PerkinElmer Cellular Technologies Germany GmbH
(60%)
6
|
40.
|
PerkinElmer (Hong Kong) Limited
|
|
Hong Kong
|
|
PerkinElmer Holdings, Inc.
|
41.
|
PerkinElmer Health Sciences Private Limited
|
|
India
|
|
PerkinElmer IVD Pte Ltd. (85%)
7
|
42.
|
PerkinElmer (India) Private Limited
|
|
India
|
|
PerkinElmer Singapore Pte Ltd.
8
|
43.
|
PerkinElmer (Ireland) Ltd.
|
|
Ireland
|
|
Wellesley B.V.
|
44.
|
Airbase Systems Ltd.
|
|
Israel
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
45.
|
PerkinElmer Israel Ltd.
|
|
Israel
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
46.
|
Perkin Elmer Italia SpA
|
|
Italy
|
|
PerkinElmer Srl
|
|
Name of Company
|
|
State or Country
of Incorporation
or Organization
|
|
Name of Parent
|
47.
|
PerkinElmer LAS Srl
|
|
Italy
|
|
PerkinElmer Holdings, Inc.
|
48.
|
PerkinElmer Srl
|
|
Italy
|
|
Wellesley B.V.
|
49.
|
PerkinElmer Japan Co. Ltd.
|
|
Japan
|
|
PerkinElmer Life Sciences International Holdings (97%)
9
|
50.
|
Perkin Elmer Yuhan Hoesa
|
|
Korea
|
|
PerkinElmer International C.V.
|
51.
|
PerkinElmer Finance Luxembourg S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
52.
|
PerkinElmer Holding Luxembourg S.à r.l.
|
|
Luxembourg
|
|
PerkinElmer International C.V.
|
53.
|
Perkin Elmer Sdn. Bhd.
|
|
Malaysia
|
|
PerkinElmer International C.V.
|
54.
|
Perkin Elmer de Mexico, S.A.
|
|
Mexico
|
|
PerkinElmer Holdings, Inc.
10
|
55.
|
Lumac LSC B.V.
|
|
Netherlands
|
|
PerkinElmer Health Sciences B.V.
|
56.
|
PerkinElmer Health Sciences B.V.
|
|
Netherlands
|
|
PerkinElmer Life Sciences International Holdings
|
57.
|
PerkinElmer International C.V.
|
|
Netherlands
|
|
PerkinElmer Holdings, Inc.
11
|
58.
|
PerkinElmer Investments (Netherlands) B.V.
|
|
Netherlands
|
|
PerkinElmer International C.V.
|
59.
|
PerkinElmer Nederland B.V.
|
|
Netherlands
|
|
Wellesley B.V.
|
60.
|
Wellesley B.V.
|
|
Netherlands
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
61.
|
PerkinElmer Norge AS
|
|
Norway
|
|
Wallac Oy
|
62.
|
Perkin-Elmer Instruments (Philippines) Corporation
|
|
Philippines
|
|
PerkinElmer Holdings, Inc.
|
63.
|
PerkinElmer Polska Sp zo.o.
|
|
Poland
|
|
Wellesley B.V.
|
64.
|
PerkinElmer Shared Services Sp zo.o.
|
|
Poland
|
|
Wellesley B.V.
|
65.
|
PerkinElmer IVD Pte Ltd.
|
|
Singapore
|
|
Wallac Oy
|
66.
|
PerkinElmer Singapore Pte Ltd.
|
|
Singapore
|
|
PerkinElmer International C.V.
|
67.
|
PerkinElmer South Africa (Pty) Ltd.
|
|
South Africa
|
|
Wellesley B.V.
|
68.
|
PerkinElmer España, S.L.
|
|
Spain
|
|
Wellesley B.V.
|
69.
|
PerkinElmer Sverige AB
|
|
Sweden
|
|
Wallac Oy
|
70.
|
Caliper Life Sciences AG
|
|
Switzerland
|
|
Caliper Life Sciences, Inc.
|
71.
|
PerkinElmer (Schweiz) AG
|
|
Switzerland
|
|
Wellesley B.V.
|
72.
|
PerkinElmer Taiwan Corporation
|
|
Taiwan
|
|
PerkinElmer International C.V.
|
73.
|
PerkinElmer Limited
|
|
Thailand
|
|
PerkinElmer, Inc.
|
74.
|
PerkinElmer Sağlik ve Çevre Bilimleri Ltd.
|
|
Turkey
|
|
PerkinElmer Holding Luxembourg S.a.r.l.
|
75.
|
Dexela Limited
|
|
United Kingdom
|
|
PerkinElmer Holding Luxembourg S.à r.l.
|
76.
|
Dexela Software Limited
|
|
United Kingdom
|
|
Dexela Limited
|
77.
|
PerkinElmer Improvision Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
78.
|
PerkinElmer LAS (UK) Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
79.
|
PerkinElmer Life Sciences International Holdings
|
|
United Kingdom
|
|
PerkinElmer Health Sciences, Inc.
|
80.
|
PerkinElmer Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
81.
|
PerkinElmer (UK) Holdings Ltd.
|
|
United Kingdom
|
|
Wellesley B.V.
|
82.
|
PerkinElmer (UK) Ltd.
|
|
United Kingdom
|
|
PerkinElmer (UK) Holdings Ltd.
|
1
|
PerkinElmer Health Sciences, Inc. owns 5%.
|
2
|
PerkinElmer, Inc. owns a de minimus share.
|
3
|
PerkinElmer Holdings, Inc. owns 1%; PerkinElmer Health Sciences, Inc. owns a de minimus share.
|
4
|
PerkinElmer Holdings, Inc. owns 32%.
|
5
|
PerkinElmer Holding Luxembourg S.à r.l. owns a de minimus share.
|
6
|
PerkinElmer Automotive Research, Inc. owns 40%.
|
7
|
Surendra Genetic Laboratory & Research Centre Pte Ltd. owns 15%.
|
8
|
Wellesley B.V. owns a de minimus share.
|
9
|
Wallac Oy owns 3%.
|
10
|
PerkinElmer, Inc. owns a de minimus share.
|
11
|
PerkinElmer, Inc. owns 1%.
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
Boston, Massachusetts
|
February 25, 2014
|
1.
|
I have reviewed this Annual Report on Form 10-K of PerkinElmer, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
Date:
|
February 25, 2014
|
/
S
/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
|
|
|
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this Annual Report on Form 10-K of PerkinElmer, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
Date:
|
February 25, 2014
|
/s/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and Chief Financial Officer
|
(1)
|
Based on my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Based on my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
Date:
|
February 25, 2014
|
/
S
/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
Date:
|
February 25, 2014
|
/s/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and Chief Financial Officer
|