UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One) 
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 201629, 2018
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                                    TO                                   
Commission File No. 001-15943
charlesriverlogoa01.jpg
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1397316
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
251 Ballardvale Street
Wilmington, Massachusetts
 01887
(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code): (781) 222-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Name of each exchange
on which registered
Common Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if smaller
reporting company)
Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
On June 25, 2016,30, 2018, the aggregate market value of the Registrant’s voting common stock held by non-affiliates of the Registrant was approximately $3,735,593,230.$5,286,825,427. As of January 27, 2017,25, 2019, there were 47,372,99548,226,323 shares of the Registrant’s common stock outstanding, $0.01 par value per share.


DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 20172019 Annual Meeting of Shareholders scheduled to be held on May 9, 2017,21, 2019, which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 31, 2016,29, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 20172019 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Form 10-K.


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR 20162018

TABLE OF CONTENTS
Item Page Page
PART I PART I 
1
1A
1B
2
3
4Mine Safety DisclosuresMine Safety Disclosures
PART II PART II 
5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6
7
7A
8
9
9A
9B
PART III PART III 
10
11
12
13
14
PART IV PART IV 
15
16Form 10-K SummaryForm 10-K Summary
  
SignaturesSignaturesSignatures
Exhibit IndexExhibit IndexExhibit Index


PART I
Item 1. Business
General
This Annual Report on Form 10-K contains forward-looking statements regarding future events and the future results of Charles River Laboratories International, Inc. that are based on our current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expect,” “anticipate,” “target,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “likely,” “may,” “designed,” “would,” “future,” “can,” “could” and other similar expressions that are predictions, indicate future events and trends or which do not relate to historical matters are intended to identify such forward-looking statements. These statements are based on our current expectations and beliefs and involve a number of risks, uncertainties and assumptions that are difficult to predict. For example, we may use forward-looking statements when addressing topics such as: goodwill and asset impairments still under review; future demand for drug discovery and development products and services, including the outsourcing of these services; our expectations regarding stock repurchases, including the number of shares to be repurchased, expected timing and duration, the amount of capital that may be expended and the treatment of repurchased shares; present spending trends and other cost reduction activities by our clients; future actions by our management; the outcome of contingencies; changes in our business strategy, business practices and methods of generating revenue; the development and performance of our services and products; market and industry conditions, including competitive and pricing trends; our strategic relationships with leading pharmaceutical companies and venture capital limited partnerships, and opportunities for future similar arrangements; our cost structure; the impact of completed and in-process acquisitions (including Argenta, BioFocus, VivoPath, ChanTest, Sunrise, Celsis, Oncotest, WIL Research, Blue Stream, Agilux, Brains On-Line, KWS BioTest, MPI Research, and Agilux)Citoxlab) and the timing of closing of in-process acquisitions; our expectations with respect to revenue growth and operating synergies (including the impact of specific actions intended to cause related improvements); the impact of specific actions intended to improve overall operating efficiencies and profitability (and our ability to accommodate future demand with our infrastructure), including gains and losses attributable to businesses we plan to close, consolidate or divest; changes in our expectations regarding future stock option, restricted stock, performance share units and other equity grants to employees and directors; expectations with respect to foreign currency exchange; assessing (or changing our assessment of) our tax positions for financial statement purposes; and our liquidity. In addition, these statements include the impact of economic and market conditions on us and our clients; the effects of our cost-saving actions and the steps to optimize returns to shareholders on an effective and timely basis.
You should not rely on forward-looking statements because they are predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or in the case of statements incorporated by reference, on the date of the document incorporated by reference. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this Form 10-K under the sections entitled “Our Strategy,” “Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations,” in our press releases and other financial filings with the SEC. We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks. New information, future events or risks may cause the forward-looking events we discuss in this report not to occur.
Corporate History
We began operating in 1947 and since then, we have undergone several changes to our business structure. Charles River Laboratories International, Inc. was incorporated in 1994 and in 2000 we completed our initial public offering. Our stock is traded on the New York Stock Exchange under the symbol “CRL” and is included in the Standard & Poor's MidCap 400, 1000 and Composite 1500 indices, the Dow Jones U.S. BiotechnologyHealth Care Index, the NYSE Arca Biotechnology Index, the NYSE Composite, and Healthcare Sector indices, and many of the Russell indices, among others. We are headquartered in Wilmington, Massachusetts. Our headquarters mailing address is 251 Ballardvale Street, Wilmington, MA, 01887, and the telephone number at that location is (781) 222-6000. Our Internet site is www.criver.com. Material contained on our Internet site is not incorporated by reference into this Form 10-K. Unless the context otherwise requires, references in this Form 10-K to “Charles River,” “we,” “us” “the Company” or “our” refer to Charles River Laboratories International, Inc. and its subsidiaries.
This Form 10-K, as well as all other reports filed with the SEC, is available free of charge through the Investor Relations section of our Internet site (www.criver.com) as soon as practicable after we electronically file such material with, or furnish it to, the SEC. You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington,


DC 20549. In addition, you may obtain information onto, the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Overview
We are a full service, early-stage contract research organization (CRO). We have built upon our core competency of laboratory animal medicine and science (research model technologies) to develop a diverse portfolio of discovery and safety assessment services, both Good Laboratory Practice (GLP) and non-GLP, which is able to support our clients from target identification through non-clinical development. We also provide a suite of products and services to support our clients’ manufacturing activities. Utilizing our broad portfolio of products and services enables our clients to create a more flexible drug development model, which reduces their costs, enhances their productivity and effectiveness, and increases speed to market.
Discovery represents the earliest stages of research in the life sciences, directed at the identification, screening, and selection of a lead molecule for future drug development. Discovery activities typically extend anywhere from 4 to 6 years in conventional pharmaceutical research and development timelines.
Development activities, which follow, and which can take up to 7 to10to 10 years, are directed at demonstrating the safety, tolerability, and clinical efficacy of the selected drug candidates. During the non-clinical stage of the development process, a drug candidate is tested in vitro (non-animal, typically on a cellular or sub-cellular level in a test tube or multi-well petri plate) and in vivo (in research models) to support planned or on-going human clinical trials.
The development of new drugs requires thea steadily increasing investment of time and money. Various studies and reports estimate that it takes between 10 to 15 years, up to $2.0 billion excluding time costs, and exploration of between 10,000 and 15,000 drug molecules to produce a single Food and Drug Administration (FDA)-approved drug. We are positioned to leverage our leading portfolio in early-stage drug research in an efficient and cost-effective way to aid our clients in bringing their drugs to market faster. Our clients reduce their costs, increase their speed, and improve their productivity and effectiveness in early-stage discovery and development by using our broad portfolio of products and services.
For over 70 years, we have been in the business of providing the research models required in research and development of new drugs, devices, and therapies. Over this time, we have built upon our core competency of in vivo biology to develop a diverse and expanding portfolio of products and services, which now encompasses the broader early-stage drug research process. Our client base includes global pharmaceutical companies, biotechnology companies, government agencies, and hospitals and academic institutions around the world. We currently operate 75in over 80 facilities and in 23approximately 20 countries worldwide, which numbers exclude our Insourcing Solutions (IS) sites. Our products and services, supported by our global infrastructure and deep scientific expertise, enable our clients to overcome many of the challenges of early-stage life sciences research. In 2016,2018, our total revenue was $1.7$2.3 billion and our operating income from continuing operations, before income taxes, was $222.9$281.7 million.
We have three reporting segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing).
In April 2016, we acquired WRH, Inc. (WIL Research). WIL Research’s safety assessment business is reported in our DSA reportable segment and its contract development and manufacturing (CDMO) services business created a new operating segment, Contract Manufacturing, which is reported as part of our Manufacturing reportable segment. We divested the CDMO business on February 10, 2017.
The revised reportable segments are as follows:
Research Models and ServicesDiscovery and Safety AssessmentManufacturing Support
Research ModelsDiscovery ServicesMicrobial Solutions
Research Model ServicesSafety AssessmentAvian
Biologics
Contract Manufacturing
Through our RMS segment, we have been supplying research models to the drug development industry since 1947. With over 150 different strains, we continue to maintain our position as thea global leader in the production and sale of the most widely used rodent research model strains principally genetically and microbiologically defined purpose-bred rats and mice. We also provide a variety of related services that are designed to assist our clients in supporting the use of research models in drug discovery and development. We maintain multiple production centers, including barrier rooms and/or isolator facilities, on three


continents (North America, Europe, and Asia). In 2016,2018, RMS accounted for 29.4%22.9% of our total revenue and approximately 3,2003,600 of our employees, including approximately 110130 science professionals with advanced degrees.
Our DSA business segment provides services that enable our clients to outsource their innovative drug discovery research, their related drug development activities, and their regulatory-required safety assessmenttesting of potential new drugs, industrial and agricultural chemicals and agrochemicalsmedical devices to us. The demand for these services has historically beenis driven by the needs of large global pharmaceutical companies that have exceeded their internal capacity andor that are, or who are transitioning, to an outsourcing model of drug development, as well as by the needs of small biotechnology companies and non-governmental organizations (NGOs) who traditionally outsourcedrely on outsourcing for most of their discovery, development and safety testing programs. Global pharmaceutical, biotechnology, and chemical companies choose to outsource their discovery, development, and safety activities because outsourcing reduces the significant investment in personnel, and facilities and capital resources necessary to efficiently and effectively conduct required scientific studies. Additionally, outsourcing to Charles River provides companies access to scientific expertise that they may not have internally or otherwise available to them.


We are the largest provider of drug discovery, non-clinical development, and safety testing services worldwide and offer a comprehensive portfolio of services required for the development and regulatory submission of pharmaceuticals chemicals, and agrochemicals.industrial and agricultural chemicals. We have extensive expertise in the discovery of small molecule clinical candidates and in the design, execution, and reporting of safety assessment studies for bothnumerous types of compounds including small and large moleculesmolecule pharmaceuticals, industrial and argochemicals.agricultural chemicals, biocides and medical devices. We currently provide discovery and safety assessment services at multiple facilities located in the United States (U.S.), Canada, and Europe. Our DSA segment represented 49.8%58.1% of our total revenue in 20162018 and employed approximately 5,9008,800 of our employees including approximately 9601,300 science professionals with advanced degrees.
Through our Manufacturing segment, we help ensure the safe production and release of products manufactured by our clients. Our Microbial Solutions business providesin vitro methods for conventional and rapid quality control testing of sterile and non-sterile pharmaceuticals and consumer products. Our Biologics Testing Solutions business provides specialized testing of biologics and devices frequently outsourced by global pharmaceutical and biotechnology companies. Our Avian Vaccine Services business provides specific-pathogen-free (SPF) fertile chicken eggs, SPF chickens and chickensdiagnostic products used in theto manufacture of live viruses.vaccines.
In 2016,2018, Manufacturing accounted for 20.9%19.0% of our total revenue from continuing operations and approximately 1,4001,800 of our employees, including approximately 140 science professionals with advanced degrees.
In recent years, we have focused our efforts on unifying our businesses and improving the efficiency of our global operations to enhance our ability to support our key clients. Our key pharmaceutical and biotechnology clients are increasingly seeking full service, “one-stop” global partners to whom they can outsource more of their drug discovery and development efforts. It is estimated that the market for regulated safety assessment services is at least 50% outsourced, while emerging growth areas such as early and in vivodiscovery and certain research model services are currently believed to be less outsourced.
Research Models and Services (RMS). Our RMS segment is comprised of (1) Research Models and (2) Research Model Services.
Research Models. Our Research Models business is comprised of the production and sale of research models.
Research Models. A significant portion of this business is comprised ofinvolves the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers. We provide our rodent models to numerous clients around the world, including most pharmaceutical companies, a broad range of biotechnology companies, and many government agencies, hospitals, and academic institutions. We have a global footprint with production facilities strategically located in 8 countries, in close proximity to our clients. Our research models include standard stocks and strains and disease models such as those with compromised immune systems, which are in demand as early-stage research tools. The FDA and foreign regulatory agencies typically require that the safety and efficacy of new drug candidates be tested on research models like ours prior to testing in humans. As a result, our research models are an essential part of the drug discovery and development process.
Our rodent species have been, and continue to be, some of the most extensively used research models in the world, largely as a result of our geographic footprint and continuous commitment to innovation and quality. Our research models are bred and maintained in a variety of controlled environments, which are designed to ensure that the models are free of specific viral and bacterial agents and other contaminants that can disrupt research operations and distort research results. With our production capabilities, we are able to deliver consistently high-quality research models worldwide.
Our research models include:
inbred, which are bred to be homogeneous;
outbred, which are purposefully bred for heterogeneity;


inbred,hybrid, which are bred to be homogeneous;the offspring of two different inbred parents;
spontaneous mutant, whose genotype results in a naturally occurring genetic mutation (such as immune deficiency);
hybrid, which are the offspring of two different inbred parents; and
other genetically modified research models, such as knock-out models with one or more disabled genes and transgenic models.
Certain of our research models are proprietary disease-specific rodent models used to research treatments for diseases such as diabetes, obesity, cardiovascular, cancer, central nervous system (CNS) and kidney disease.


We are also a premier provider of high quality, purpose bred, SPF large research models to the biomedical research community.
Research Model Services. RMS also offers a variety of services designed to support our clients' use of research models in basic research and screening non-clinical drug candidates. These services address the need among pharmaceutical and biotechnology companies to outsource the non-core aspects of their drug discovery activities. Our services include those which are related to the maintenance and monitoring of research models, and managing research operations for government entities, academic organizations, and commercial clients. We currently have three service offerings in research models services: Genetically Engineered Models and Services, Insourcing Solutions, and Research Animal Diagnostic Services.
Genetically Engineered Models and Services (GEMS). We create, breed and maintain research models purchased or purposefully createdrequired by our clients for biomedical research activities. The creation of a genetically engineered model (GEM) is a critical scientific event, but it is only the first step in the discovery process.process, and our scientists can advise clients on how to efficiently create custom models utilizing in-licensed technologies and approaches to modify the genome. Through our phenotyping platforms we can also design and conduct the relevant studies and tests allowing characterization of the generated models. Productive utilization of GEMs requires significant additional technical expertise in order to properly support basic and early discovery research. We provide breeding expertise and colony development, quarantine, health and genetic testing and monitoring, germplasm cryopreservation, and rederivation including assisted reproduction and model creation. Our team of project managers is supported by a technologically advanced Internet Colony Management (ICM™) system that allows for real-time data exchange. We provide these services to clients around the world, including pharmaceutical and biotechnology companies, hospitals, universities, and government agencies.
Insourcing Solutions (IS). We manage research operations (including recruitment, training, staffing and management services) forin our clients’ facilities or in custom-designed facilities in which we lease space to government entities, academic organizations, and commercial clients. Some research institutions prefer to retain certain elements of their research in-house, while outsourcing staffing and management, thus driving demand for our services. We believe that our expertise in early-stage drug research, and in particular research model care, scientific and technical support, facility operations, and discovery and development services, enhances the productivity and quality of our clients' research programs.
Research Animal Diagnostic Services (RADS). We monitor and analyze the health profiles of our clients’ research models and cell lines usedresearch biologics by our clients.providing infectious agents and pathology assessment. We developed this capability internally in order to address the diagnostic needsquality control of our own research model business. We are able to serve as theirour clients’ sole-source testing laboratory, or as an alternative source supporting our clients’ internal laboratory capabilities. We believe we are the reference laboratory of choice for health testingassessment of laboratory research models and an industry leader in the field of laboratory animal diagnostics.
Discovery and Safety Assessment (DSA)
We currently offer discovery and safety assessment services, both regulated and non-regulated, in which we include both in vitro and in vivo studies, supporting laboratory services, and strategic non-clinical consulting and program management to support product development.
Discovery Services. We offer a full spectrum of discovery services from identification of a novel druggable target, followed by high-throughput screening and medicalmedicinal chemistry, through delivery of non-clinical drug and therapeutic candidates ready for safety assessment. Our Early Discovery, In Vitroand In VivoDiscovery businesses are integrated into a single business line - Discovery Services - as evidence of our efforts to streamline and enhance the support we can provide for clients’ integrated drug discovery programs.programs from target identification to a therapeutic candidate before progressing into safety assessment process. One seamless discovery organization also allows us to better engage with clients at the earliest stagesany stage of their drug discovery and support their complex scientific needs. We support a variety of therapeutic areas including oncology, central nervous system,CNS, immunology, bone and musculoskeletal, inflammation, metabolic diseases, respiratory and fibrotic diseases, cardiovascular, gastrointestinal, genito-urinary, anti-infectives, and ophthalmology. We also provide expertise in the growing area of rare and orphan diseases, which are typically diseases of high unmet medical need in smaller patient populations, such as myotonic dystrophy, cystic fibrosis, and Huntington’s Disease. We believe there are emerging opportunities to assist our clients in a variety of drug discovery applications and platforms from target discovery to candidate selection.selection and across a range of modalities including small molecules, antibody and gene therapy.


Early Discovery. We are a global leader in integrated drug discovery services, with a predominant focus on in vitro biology capabilities and medicinal chemistry.chemistry capabilities. Our knowledge and expertise allow us to support our clients as they drive their molecules forward through design and implementation of clear program plans. Our full suite of service offerings allows us to support our clients at the earliest stages of their research, and to stay with them through the entire early-stagedrug discovery process. Our Early Discovery service capabilities include:


target discovery and validation, validation;
hit identification medicinal chemistry, and testing how a drug is absorbed, distributed in the body, metabolized,optimization to deliver candidate molecules; and excreted (ADME).
target engagement biomarker development to support pre-clinical and potentially downstream clinical studies.
We also offer ion channel testing and in vitro cardiac safety assessment services, for both discovery and non-clinicalpre-clinical purposes. In addition, we offer custom in vivo and in vitroOur genome editing. With this technology, we are ableediting capabilities enable us to develop more translationaltranslationally relevant research models designed to enhance scientific understanding and improve the efficiency and effectiveness of the drug discovery process. These services extend from the early discovery screening process through to in vitro GLP safety assessment testing. In addition, we also provide many of these services at our clients’ laboratories with Charles River scientists as part of an in-sourcing service model. In October 2018, we entered into an exclusive partnership with Distributed Bio, Inc., a leader in the computational design and optimization of antibody platforms. This partnership will enable our clients to access Distributed Bio’s extensive antibody libraries and integrated antibody optimization technologies. The combination of Distributed Bio’s antibody libraries with our extensive biologics development expertise creates a unique end-to-end platform for therapeutic antibody discovery and development.
In Vivo Discovery Services. In Vivo Discovery Services are essential in early stage, non-clinical discovery research, directed at the identification, screening, optimization and selection of a lead compoundcandidate compounds for drug development. These Inin vivoactivities typically extend anywhere from 42 to 64 years in conventional pharmaceutical research and development timelines. We offer research and development expertise, capabilities, and services globally to accelerate our clients' drug discovery pipelines from lead generation to candidate selection and on occasion, complete in vivostudies in support of clinical efforts or post-marketing work. We complement and extend clients' capabilities and expertise to improve their decision-making, increase their flexibility, and reduce their internal costs and product development timelines. In addition, we provide in vitro and in vivoassays in support of lead optimization to candidate selection activities. Examples of this include early pharmacokinetic and pharmacodynamic studies and in vitroand in vivoassays to assess mechanism, bioavailability, metabolism, efficacy, pharmacology and safety pharmacology.safety.
In September 2016,recent years we have made key acquisitions designed to augment our In Vivo Discovery Services offerings. In August 2017, we acquired Agilux Laboratories, Inc. (Agilux)Brains On-Line (BOL), a leading CRO that provides critical data that advances novel therapeutics for the treatment of CNS diseases. In January 2018, we acquired KWS BioTest (KWS), a suite ofleading CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology and inflammatory and infectious diseases. Through partnerships, we are also expanding towards the integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic services, and pharmacology services. This acquisition supports our strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stagespre-clinical development of drug research through the non-clinical development process.therapeutic antibodies.
Safety Assessment. We offer a full range of safety assessment studies required for regulatory submission on a global basis.
Bioanalysis, Drug Metabolism and Pharmacokinetics. In support of non-clinical drug safety testing, our clients are required to demonstrate appropriate exposure, stability in the collected biological sample, pharmacokinetics of their drug or compound in circulation, the presence of metabolites, and, with biologics, the presence or absence of anti-drug antibodies. We have scientific depth in the sophisticated bioanalytical techniques required to satisfy these requirements for a number of drug classes. After performing sample analysis in support of non-clinical studies, we have the opportunity to capture the benefits of bridging the non-clinical bioanalysis with subsequent clinical development. Once the analysis is complete, our scientists evaluate the data to provide information on the pharmacokinetics and/or toxicokinetics of the drug, and complete an evaluation of the biologic disposition of the drug and its potential metabolites. Pharmacokinetics refers to the understanding of what the body does to a drug or compound once administered at therapeutic dose levels, including the process by which the drug is absorbed, distributed in the body, metabolized and excreted (ADME); toxicokineticsexcreted. Toxicokinetics refers to the same understanding as applied at higher doses that may result in adverse effects. These studies are required for the full non-clinical assessment of the disposition of the drug and the results are used in the final non-clinical safety evaluation of the compound to support the start of clinical trials. After performing sample analysis in support of non-clinical studies, we also have the capabilities to support the clinical bioanalysis required in clinical trials.
Safety Pharmacology. In support of non-clinical drug safety testing, ourOur clients are also required to demonstrate thatconduct an assessment of Safety Pharmacology. This suite of studies is used to determine any effects on the vital organ systems of the body - cardiovascular, respiratory and CNS. Along with heart rate and blood pressure measurements, the cardiovascular assessment will also assess if the test article as formulated does not havehas the potential to inhibit the cardiac ion channel and prolong the cardiac QT interval.interval of the electrocardiogram. Additionally, effects on the CNS and respiratory systems are assessed to complete the battery of studies to evaluate the vital organ systems of the body. Supplemental studies can also be performed to assess the renal, gastrointestinal, and autonomic nervous systems, as well as, dependency potential. We have the assays (bothin vitro andin vivo) and can perform the screening for this demonstration that is required forprior to the commencement of first-in-human clinical trials. Our capabilities can also be used to investigate the mode of action behind an investigational new drug submission.adverse effect found in a safety assessment study.


Toxicology. We have expertise in the design and execution of development programs in support of bothessentially all modalities of chemically-derived (small molecule) and biotechnology-derived (large molecule) pharmaceuticals. OnceWe also support safety studies to test industrial chemical, agrochemicals and medical devices. For human pharmaceutical candidates, once a lead molecule is selected, toxicology studies are required to support clinical trials in humans and for new drug registrations.registration. These toxicology studies focus on assessing the safety of the moleculepotential therapeutic to determine if administration of the molecules to humans might cause any unintended harmful effects. TheseFor new chemicals, industrial chemicals, agrochemicals and medical devices, safety studies are performed to identify potential hazards to humans and the environment and are required for regulatory registration. Toxicology studies performed for any of these compounds are typically performed using in vitro and in vivo research models to identify any potential adverse effects that a compound has on an organism over a variety of doses and over various time periods.periods of exposure.
Our toxicology services feature:
a broad offering of in vitro and in vivo capabilities and study types designed to identify possible safety risks for potential therapeutics, industrial chemicals, and agrochemicals as they transition from discovery into regulated drug development, toxicology, and human clinical testing, or as they are submitted for regulatory registration;risks;


all the standarda broad offering of in vitroand in vivostudies in support of general toxicology (acute, sub-acute, and chronic studies), genetic toxicology, safety pharmacology, and carcinogenicity bioassays that are required for either regulatory submissions supporting “first-in-human” to “first-to-the-market” strategies or for national chemical registration;potential human therapeutics;
all the standarda broad offering of in vitro and in vivo studies in support of general toxicology (acute, sub-acute, and chronic studies), genetic toxicology, reproductive and developmental toxicology, environmental toxicology, and carcinogenicity bioassays that are required for regulatory submissions supporting the registration of industrial chemicals, food additives, agrochemicals, and biocides;
expertise in standard and specialty routes of administration (e.g., infusion, intravitreal, intrathecal, and inhalation) that are important not only for the testing of potential pharmaceuticals and biopharmaceuticals, but also for the safety testing of medical devices, nutraceuticals, animal health products, and other materials;
expertise in the conduct and assessment of reproductive, developmental, and juvenile toxicology studies (in support of larger-scale and later-stage human clinical trials or chemical registration);
expertise in environmental toxicology (aquatic and terrestrial) and regulatory submissions required for chemical and agrochemical registration;
services in important specialty areas such as ocular, bone, juvenile/neonatal, immune-toxicology, ototoxicology, photobiology, inhalation, drug abuse liability, surgery, imaging capabilities and dermal testing;
expertise in determining the potential for abuse of human pharmaceuticals (Drug Abuse Liability Testing);
expertise in testing of medical devices in the assessment of those devices and surrounding tissues;
expertise and experience and expertise in immunology and immunotoxicology;
expertise in all major therapeutic areas;areas, particularly in stem and gene therapy, and orphan drugs;
study design and strategic advice to our clients based on our wealth of experience and scientific expertise in support of drug development and chemical registration; and
a strong history of assisting our clients in achieving their regulatory and/or internal milestones for the safety testing of numerous therapy types including stem cells, vaccines, proteins, antibodies, drug conjugates, oligonucleotide biotherapeutics, small molecules, medical devices, chemicals, and agrochemicals.
Our safety assessment facilities comply with GLP to the extent required by the FDA, Environmental Protection Agency, USDA, European Medicines Agency, European Chemicals Agency, Organization for Economic Co-operation and Development (OECD), as well as other international regulatory agencies. Furthermore, our early-stage discovery work, which is not subject to GLP standards, is typically carried out under a quality management system such as ISO 9100 or similarly constructed internally developed quality systems. Our facilities are regularly inspected by U.S. and other regulatory compliance monitoring authorities, our clients' quality assurance departments, and our own internal quality assessment program.
Pathology Services. The ability to identify and characterize clinical and anatomic pathologic changes is critical in determining the safety and efficacy of potential new therapeutics, industrial and agrochemicals.agriculture chemicals and medical devices. Key “go/no-go” decisions regarding continued product development are typically dependent on the identification, characterization and evaluation of fluid, tissue, and cellular changes that our experts identify and interpret for our clients. We employ a large number of highly trained veterinary anatomic and clinical pathologists and other scientists who use state-of-the-art techniques to


identify potential test compound-related changes within tissues, fluids, and cells.changes. In addition to all standard anatomic and clinical pathology techniques, we provide specialized evaluations such as cytology, platelet function, assay development, immunohistochemistry, in situ blood hybridization, electron microscopy, image analysis, tissue morphometry, and stereology services.
In April 2018, we acquired MPI Research (MPI), a premier non-clinical contract research organization providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. Acquiring MPI enhanced our position as a leading global early-stage CRO by strengthening our ability to partner with clients across the drug discovery and development continuum. The MPI business we acquired reports through our Discovery and Safety Assessment segment.
Manufacturing Support (Manufacturing)
Microbial Solutions. Our Microbial Solutions business provides in vitro methods for conventional and rapid quality control testing of sterile and non-sterile biopharmaceutical and consumer products. Our legacy Endosafe business providedprovides lot release testing of medical devices and injectable drugs for endotoxin contamination. Our Celsis business provides rapid microbial detection systems for quality control testing in the pharmaceutical and consumer products industries. Our Accugenix business provides state-of-the-art microbial identification and genetic sequencing services for manufacturing in the biopharmaceutical, medical device, nutraceutical, and consumer care industries.
Endotoxin testing is an in vitro process which uses a processed extract from the raw materials of the horseshoe crab, known as limulus amebocyte lysate (LAL). The LAL test is the first and most successful FDA-validated alternative to an in vivo test to date. The extraction of the raw materials for LAL does not harm the crabs, which are subsequently returned to their natural ocean environment. Our Microbial Solutions business produces and distributes a comprehensive portfolio of endotoxin testing, microbial detection and identification kits, reagents, software, accessories, instruments, and associated microbial quality control


laboratory services to a broad range of companies manufacturing and releasing products from the pharmaceutical, biotechnology and consumer products industries, including the dairy, food and dairy industries worldwide.beverage markets through our strategic partnership with Hygiena. We are a market leader in endotoxin testing products and services, which are used for FDA-required quality control testing of injectable drugs and medical devices, their components, and the processes by which they are manufactured.
The growth in our Microbial Solutions business is driven by our FDA-approved line of next-generation endotoxin testing products. This line is based on the Endosafe Portable Testing System (Endosafe®-PTS™) technology, which allows rapid endotoxin testing in the central laboratory or manufacturing environment. In recent years, we expanded the PTS product portfolio to include a multiple sample testing system known as the Endosafe®-MCS™ (multi-cartridge system) and the first fully automated robotic system developed specifically for high-volume endotoxin testing, Endosafe®-Nexus, to satisfy the demand of our clients who require higher sample throughput. We anticipate our clients' demand for rapid testing methods will continue to increase as they respond to the FDA's Process Analytical Technology (PAT) Initiative, as well as move to faster, simpler testing methods for their technicians. In 2013, we launched the first fully automated robotic system developed specifically for high-volume endotoxin testing: Endosafe®-Nexus™. We expect to seehave seen expanded use of this rapid endotoxin testing technology in non-traditional areas such as renal dialysis, nuclear and compounding pharmacies, and cellular therapy.clients transition from traditional methods to our rapid cartridge technology.
Celsis’ systems are principally used for product-release testing to help ensure the safe manufacture of pharmaceutical pharmaceutical, and consumer products. The Celsis Advance II™, and Celsis Accel™ and Innovate™ systems for non-sterilerapid microbial detection applications complement our PTS-Micro™, a rapid bacterial (bioburden)endotoxin detection system for sterile biopharmaceutical applications. We expect our comprehensive portfolio to drive increased adoption of our quality control testing solutions across both sterile and non-sterile applications.
Our Accugenix subsidiaryglobal lab network is the premier global provider of current ISO 17025 and Good Manufacturing Practice (cGMP)-compliantISO17025-accredited contract microbial identification and genetic sequencing testing.services. Accugenix is an acknowledged industry leader in species-level identification and strain typing of bacteria and fungi that are recovered from manufacturing facilities. Utilizing state-of-the-art and proprietaryin vitro technologies, coupled with scientific expertise and analysis, Accugenix excels in providing accurate, timely, and cost-effective microbial identification services required to meet internal quality standards and government regulations.
Biologics Testing Solutions. We perform specialized testing of biologics frequently outsourced by global pharmaceutical and biotechnology companies.companies globally. Our laboratories in the U.S., Germany, Scotland, Ireland, and France provide timely and regulatory-compliant services in the areas of analytical, molecular biology, virology, cell-based bioassays, bioanalysis, immunochemistry, microbiology, cell biology, in vivo studies and related services. We provide analytical characterization, lot release and safety testing support for chemistry, manufacturing and controls and investigational new drug (IND) filings and confirm that biological processes and thebiomanufacturing of clinical drug candidates and commercial drugs produced are consistent, correctly defined, stable, and essentially contaminant free. This testing is required by the FDA, EMA and other international regulatory authorities for our clients to obtain new drug approvals, to maintain government licensedgovernment-licensed manufacturing facilities, and to manufacture and release approvedmarket-approved therapeutic products for patient treatment.


Our cGMP manufacturing services group growsfacilities grow and storesstore well-characterized early-stage client cell lines for later development or manufacture of therapeutic proteins and vaccines for clinical trials. We further design and provide viral clearance projectsprograms for Phase I, II, and III human clinical studies in our German and U.S. facilities.
In June 2016,To meet growing demand, we acquired Blue Stream Laboratories, Inc. (Blue Stream), an analytical CRO supportingare currently expanding our Biologics Testing Solutions service offerings and facilities in the development of complex biologicsUS and biosimilars.Europe.
Avian Vaccine Services. We are the global leader for the supply of SPF fertile chicken eggs and chickens. SPF chicken embryos are used by animal health companiesvaccine producers as self-contained “bioreactors” for the manufacture of live viruses. These viruses are used as a raw material primarily in poultry as well asfor human and veterinary vaccine applications. The production of SPF eggs is performed under biosecure conditions, similar in many ways to our research model production. We have a worldwide presence, with several SPF egg production facilities in the U.S., and contracted production capabilities in Hungary. We also operate a specialized avian laboratory in the U.S., which provides in-house quality control testing of the SPF flocks, offers testing services to vaccine companies and commercial poultry operations, and manufactures poultry diagnostics and bulk antigens for poultry vaccines.
Contract Manufacturing. Through our acquisition of WIL Research in April 2016, we acquired its QS Pharma subsidiary. This business specializes in contract formulation development and manufacturing (including analytical services and stability testing) with a focus on high potency compounds, oral solid and liquid dose formulations, and manufacturing. On February 10, 2017, we divested this business. For additional information, see Note 17, “Subsequent Events” included in Item 8, “Financial Statements and Other Supplementary Data” in this Annual Report on Form 10-K.


Our Strategy
Our objective is to be the preferred strategic global partner for our clients. Our strategy is to deliver a comprehensive and integrated portfolio of drug discovery and non-clinical development products, services, and solutions to support our clients' discovery and early-stage drug research, process development, scale up, and manufacturing efforts, and enable them to bring new and improved therapies to market faster and more cost effectively. In addition, we believe we can improve and augment drug discovery and early-stage development effectiveness by coordinating the dialog between large pharmaceutical, biotechnology, academic and non-governmental organizations, and venture capitalists. Separately, through our various Manufacturing segment businesses, we aim to be the premier provider of products and services that ensure our clients produce and release their products safely. As these groups increasingly rely on and interact with one another in this field, we assist them in working together by developing deeper strategic relationships with each of these constituencies.
We believe we have certain competitive advantages in executing this strategy, as a result of our continuing focus on the following:
Integrated Early-Stage Portfolio. We are the only large, global CRO with a portfolio of products, services, and solutions that focuses on drug discovery and early-stage development. We provide research models and associated services, discovery research studies and services, and comprehensive safety assessment studies in both regulated and non-regulated environments. As such, we are able to collaborate with clients from target discovery through candidate selection. When critical decisions are made regarding which therapeutics will progress from discovery to development, we continue to work alongside our clients as the drug candidates move downstream. Our recognized expertise in early-stage drug research and pharmacology provides us with a competitive advantage.advantage and enables our clients to make critical drug development decisions more quickly. We understand our clients' therapies and the challenges they face during the discovery and development process, including mechanism of action, efficacy, drug metabolism, safety assessment, and toxicological testing critical for making “go/no-go” decisions.
Pharmaceutical Manufacturing Support Portfolio. We also offer a portfolio of products, services, and solutions that supports the process development, scale up, and quality control efforts of the biopharmaceutical industry. We provide products and services that support the development and release of commercialized biologics products. In particular, we are an industry leader in the areas of microbial detection and microbial identification to support process development and ongoing commercial production. Our portfolio spans a broad range of traditional and rapid methods, which provide the highest testing quality, enhance productivity, and reduce cycle time.
Deep Scientific Expertise. We provide a breadth and depth of scientific expertise across a broad range of therapeutic areas which may be too costly for our clients to build and/or maintain in-house. We provide essential capabilities, including biomarkers, biologics, medicinal chemistry, in vitro screening, in vivo pharmacology, immunology, pathology, biologics process development testing, microbial detection and identification, and other specialty service areas that have high infrastructure costs or are cost-prohibitive for clients to maintain in-house.independently. We continue to expand our portfolio in key therapeutic and pharmacology areas to align with our clients' internal drug discovery and development areas of focus. These areas of disease focus and expertise include oncology, metabolism and obesity, immunology, respiratory, bone and musculoskeletal, diabetes, cardiovascular, infectious disease,otology, ophthalmology, and central nervous system.CNS. In the areas of functional expertise, it includes synthetic and medicinal chemistry, library design, cell line development, in vitro and in vivo assay development screening, non-clinical imaging, structural biology, process chemistry, reproductive and general toxicology, safety pharmacology, veterinary pathology, bioanalysis, scale up, and formulation development. We also continue to enhance our small molecule and biologics manufacturing portfolio in areas of greatest industry need,


where outsourcing provides major benefits for our clients and where we could provide significant benefits given our unique early development portfolio and global footprint.
Commitment to Animal Welfare. We are committed to being the worldwide leader in the humane care of laboratory animals and implementation of the “3Rs” initiative (Replacement, Reduction, and Refinement). As researchers, we are responsible to our clients, our animals and the public for the health and well-being of the animals in our care. We work hand-in-hand with the scientific community to understand how living conditions, handling procedures, and reduction of stress play an important role in the quality and efficiency of research.
Superior Quality and Client Support. We maintain scientific rigor and high qualityhigh-quality standards through management of key performance indicators and an intense focus on biosecurity.biosecurity and quality. These standards allow clients to access our global portfolio of products and services with the confidence that they will obtain consistent results no matter where they choose to obtain their products or conduct their research.


Flexible and Customized Environment to Provide the Right Solutions. Each of our clients is different, with unique needs and specific requirements. We understand the importance of flexibility, and leverage the expertise embedded in our integrated early-stage portfolio to provide customized solutions tailored to the specific need or therapeutic area for a particular client. By utilizing our streamlined and efficient facilities, we help clients create a flexible and integrated infrastructure in order to improve their workload and staffing requirements. This allows our clients to reduce internal capacity and/or staff.staff while ensuring the conduct of effective quality research for their projects. We provide enhanced value to clients who use us as a full-service integrated partner over a longer period of time.
Large, Global Partner. We believe there is a particular advantage in being a full service, high-quality provider of research models and associated services, discovery and non-clinical in vivo and in vitro services, and manufacturing support on a global scale. Many of our clients, especially large biopharmaceutical companies, have decided to limit the number of suppliers with which they work. Their preference isThey frequently chose to partner with large Tier 1 CROs like Charles River, who can offer clients support across the early-stage drug research process as a result of broader portfolios and experience in project management. This includes extensive scientific, technical, and therapeutic area expertise, real-time access to data through secure portals, accelerated reporting and industry-leading Standard Exchange of Non-Clinical Data (SEND) capabilities, a global footprint, and streamlined and simplified processes and communications including professional project and relationship management. We are focused on leveraging our competitive advantages to ensure we are recognized as the premier preferred provider, thereby enabling us to build broader and deeper long-term strategic relationships with our clients.
Global biopharmaceutical companies are continuing to make the decision to outsource more significant tranches of their drug discovery, development, and manufacturing processes. Over the past few years we have entered into strategic relationships with leading global biopharmaceutical companies and expanded existing preferred provider agreements with other leading global biopharmaceutical companies. We also continue to broaden and extend our relationships with other research institutions across the portfolio. For example, during the past year we were awarded a large multi-year contract in 2016, we extendedour RMS segment with the termNational Institute of our longstanding integrated drug discovery alliance with Genentech, a memberAllergy and Infectious Diseases (NIAID), one of the Roche Group. Through this alliance, we provide Genentech early discovery services, including medicinal chemistry, in vitro and in vivo biology, structural biology, and computer-aided drug designNIH’s largest institutes, to help identify promising candidates for non-clinical development. And, in 2015, wemanage NIAID’s research model operations. We also extended the term of our long-standing collaboration with AstraZenecaThe Michael J. Fox Foundation for outsourced regulated safety assessment, and development drug metabolism and pharmacokinetics until 2020. For someParkinson’s Research (MJFF). Since 2011, we have worked together with MJFF to accelerate the discovery of our partners, we provide a broad suite of research models and discovery and safety assessment services andtherapies for others we provide a customized and select array of discovery and safety assessment services and/or research models. Offering flexibility enables our clients to utilize our products and services to deliver innovative health solutions in a manner which best suits their individual needs.Parkinson’s disease.
There have been fundamental changes in ourOur clients' research and development needs continue to evolve, particularly with regard to the large pharmaceutical industry. First, theselarger biopharmaceutical companies. These clients are increasingly emphasizing studies that have greater translation to the clinic so that they can make appropriate decisions regarding the progression of potential therapeutic entities earlier in the development process. The result is a greater focus on discovery services, including in vivo pharmacology studies consisting of efficacy and non-GLP DMPK (drug metabolism and pharmacokinetics) studies. Second, these clients are choosing to outsource additional discovery and safety assessment services in order to increase the efficiency and effectiveness of their drug selection processes.
We believe that this changing environment will provide enhanced outsourcing opportunities for us in the future. We remain optimistic that our clients are increasingly receptive to partnering with CROs as a means of meeting their discovery and non-clinical support needs. We believe that the successful development of new therapies and outsourcing by the pharmaceutical industry will continue to be positive drivers of demand for our products and services.
We also believe that larger biopharmaceutical companies will increasingly focus on efficiencies and execution. They will continue to reassess what are core differentiators from research and development to commercialization. We expect they will also continue to be conservative in re-building infrastructure and expertise. This should lead to more opportunities for strategic


outsourcing as clients choose to utilize external resources rather than invest in internal infrastructure. By partnering with a CRO like Charles River, they can take advantage of scientific reporting efficiencies that can result in months or years saved in getting a drug to market. In addition, with one of the largest and most experienced SEND team in the industry, we believe that our services, quality and ability to navigate the complex world of electronic data for submission is an unmatched competitive advantage to be shared with all our clients. In the aggregate, we believe that the evolving large biopharmaceutical research and development business model will make our essential products and services even more relevant to our clients, and allow them to leverage our integrated offerings and expertise to drive their research, non-clinical development, and manufacturing efficiency and cost effectiveness.
We believe it is critical to participate in the strategic partnering process because these relationships are likely to extend for lengthy periods of time - three to five years. Furthermore, both the client and the CRO invest heavily in the initial phases of the relationship to successfully transfer work streams and establish governance processes. Given this investment, clients are less likely to change CROs at the conclusion of the initial relationship. Our goal is to prevail inAs a result of this strategy, we have been successfully renewing the majority of these opportunities.our strategic partnerships.
We also believe that our portfolio provides flexible solutions that meet the customized needs for virtual and small biotechnology companies, which have limited or no infrastructure. These clients also value our ability to provide a broad range


of services and integrated services where we work hand in hand with our customersclients to design, plan, and manage integrated projects and programs. This includes classically outsourced services, “insourced” services, and hybrid offerings blending resources from both our clients and our staff. Our clients have utilized this capability, which blends resources both inside and outside their walls.
We maintain an intense focus on initiatives designed to allow us to drive profitable growth and maximize value for shareholders, and better position ourselves to operate successfully in the current and future business environment. As a result, we believe that we are well positioned to exploit both existing and new outsourcing opportunities.
We intend to continue to broaden the scope of the products and services we provide across the drug discovery and early-stage development continuum primarily through internal development, and, as needed, through focused acquisitions and alliances. Acquisitions are an integral part of our growth strategy, both to expand our portfolio and broaden our geographic footprint. We are committed to a disciplined approach that seeks to target businesses that are a sound strategic fit and that offer the prospect of enhancing shareholder value, typically including the achievement of a hurdle rate for return on invested capital above our weighted average cost of capital. For example, in each of 20152017 and 2016,2018, we completed significant strategic acquisitions. In 2015,August 2017, we acquired Celsis Group Limited.Brains On-Line (BOL), a leading providerCRO that provides critical data that advances novel therapeutics for the treatment of rapid bacterial detection systems for sterile and non-sterile quality control testing in the biopharmaceutical and consumer products industries.CNS diseases. In 2016, we made three acquisitions. In April,January 2018, we acquired WIL Research,KWS, a leading CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology and inflammatory and infectious diseases and in April 2018 we acquired MPI, a premier provider of safety assessment and contract development and manufacturingnon-clinical CRO providing comprehensive testing services to biopharmaceutical and agriculturalmedical device companies worldwide.
In addition to conventional mergers and industrial chemical companies worldwide. In June, we acquired Blue Stream,acquisitions, our long-term strategy includes growth through establishing relationships and exploring other opportunities and areas that have the potential to strengthen our broad-based portfolio of products and services. Among other arrangements could include entering into a license agreement, strategic partnership or joint venture which will allow us to access cutting-edge or nascent technologies with an analytical CRO supporting the development of complex biologics and biosimilars. In September, we acquired Agilux, a CRO that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic services, and pharmacology services.
Our acquisition strategy also takes into account geographic as well as strategic expansion of existing core services.investment component (which ultimately may later become an acquisition). For example, in 2015,October 2018, we acquired Oncotest,entered into an exclusive partnership with Distributed Bio, Inc., a Germany-based CRO providing discovery services for oncology, which complements our existing In Vivo Discovery businessesleader in the U.S.computational design and Finland, and Sunrise, a produceroptimization of SPF fertile chicken eggs and chickens used in the manufacture of live viruses.antibody platforms.
We are also partnering with a numberdiverse set of leading venture capital firms around the world primarily investing in life sciences, healthcare,health care, and technology companiestherapeutics with an emphasis on early-stage emerging growth companies. Through these partnerships and close relationships, we gain insight into their company and asset portfolios and are thus able to promote our contract research services for discovery, and safety assessment, to these companies. For example, in 2016,and biologics testing. Thus, we committed to invest $10 million in BioMotiv, LLC, the therapeutic accelerator company associated with The Harrington Project for Discovery and Development. Through this agreement, we will be the preferred drug discovery and non-clinical development partner for BioMotiv’s portfolio of technologies and companies. This offers ushave the opportunity to establish ourselves as a provider of choice for a unique client group which has emerged as biopharmaceutical companies rationalize and prioritize their development pipelines.
CustomersClients
We maintainOur go-to-market approach employs a three-prongednumber of sales organization with a focus on:
global biopharmaceutical companies;
small and mid-sized pharmaceutical, biotechnology, agrochemical, industrial chemical, and veterinary medicine companies, as well as contract research organizations; and
academic and government institutions.
marketing strategies, including dedicated sales teams for each of our major lines of business. We also maintain several sales specialists which either have specific technical expertise (often degreed scientists) or cover unique markets.
Our clients continue to consist primarily of all of the major biopharmaceutical companies; many biotechnology, agricultural and industrial chemical, life science, veterinary medicine, medical device, diagnostic, and consumer product companies; contract research and contract manufacturing organizations; and other commercial entities, as well as leading hospitals, academic


institutions, and government agencies. We have stable, long-term relationships with many of our clients. During 2016,2018, no single commercial client accounted for more than 3%2.5% of our total revenue and no single customerclient accounted for more than 10%6% of the revenue of any of our three business segments.
We continue to pursue a goal of expanding our relationships with our large biopharmaceutical clients, and with many of our larger mid-market clients. These relationships take different forms, from preferred provider arrangements to strategic partnerships. The structure of these relationships incentivizes clients to purchase more products and services across our early-


stageearly-stage portfolio. Because of the strength of these relationships, we have better insight into our clients' planning processes, and therefore, better visibility than in the past. For information regarding revenue attributable to each of our business segments for the last three fiscal years, please see Note 15,4, “Segment and Geographic Information” included in the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K. For information regarding revenue and long-lived assets attributable to operations in the United States, Europe, Canada, Japan,Asia Pacific, and other countries for each of the last three fiscal years, please review Note 15,4, “Segment and Geographic Information” included in the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K.
Sales, Marketing and Customer Support
WeIn addition to our fields sales teams and related specialists, we also have designated dedicated sales people for eacha team of alliance managers who are organized by key client within our three clientmarket segments (global biopharmaceutical, small and mid-sized pharmaceutical and biotechnology companies, and academic and government institutions). This enhances our ability to meet client needs by offering customized, tailored solutions across our entire portfolio. In addition, our mid-market pharmaceutical and biotechnology clients benefit by additional support from a combination of account managers with broad portfolio knowledge andtechnical specialists with specific scientific and therapeutic area expertise. This allows us to provide comprehensive coverage of all of the market segments among our diverse client population. We also apply the use of dedicated sales specialists for certain technical product lines, such as in our Manufacturing business.businesses.
We sell our products and services principally through our direct sales force and account managementbusiness development teams who work in North America, Europe, and the Asia-Pacific countries.Asia. In addition to interactions with our direct sales force, our primary promotional activities include organizing scientific symposia, publishing scientific papers and newsletters, hosting webinars and seminars and making presentations at, and participating in, scientific conferences and trade shows in North America, Europe, and Asia. We supplement these scientifically based marketing activities with internet-baseddigital marketing, advertising, and direct mail. In certain areas, our direct sales force is supplemented by international distributors and agents.
Our internal marketing/product management teams support the field sales staff and account managementbusiness development teams while developing and implementing programs to create close working relationships with our clients in the biomedical research industry. We maintain customer service,client engagement, digital experience, inbound client support, technical assistance, and consulting service departments (in addition to project managers for our service businesses), which address both our clients' routine and more specialized needs and generally serve as a scientific resource for them. We frequently assist our clients in solving problems related to animal husbandry, health and genetics, biosecurity, non-clinical study design, regulatory consulting, protocol development, and other areas in which our expertise is widely recognized as a valuable resource by our clients.
Our marketing efforts are focused on stimulating demand for further outsourcing across our entire services portfolio. We believe that our ability to provide solutions that address all aspects of early-stage drug research are increasingly attractive to our clients, and we continue to design and market our commercial activities to deliver flexible, customized programs designed by segment to meet our clients' global and site-specific needs.
Competition
Our goal is to be a leader in each of the markets in which we participate. We compete in the marketplace on the basis of our therapeutic and scientific expertise in early-stage drug research, quality, reputation, flexibility, responsiveness, pricing, innovation, and global capabilities. We are able to offer a unique portfolio of early-stage products and services to support drug discovery and development.
We encounter a broad range of competitors of different sizes and capabilities in each of our three businesses segments, although the largest competitors within any segment vary. We also face competition from the internal discovery and development resources of our clients.
For RMS, we have five main competitors of which one is a government funded, not-for-profit entity; one is part of a large public company; two are privately held in Europe and one is privately held in the U.S. We believe that none of these competitors compares to us in global reach, financial strength, breadth of product and services offerings, technical expertise, or pharmaceutical and biotechnology industry relationships.


For DSA, both our Discovery Services and Safety Assessment businesses have numerous competitors. Discovery has hundreds of competitors, as it is a highly competitive and fragmented market.market; Safety Assessment has sevendozens of competitors of varying size, but it has five main competitors; one is part of a large public company in the U.S.; one is a privately held company in the U.K.; one is a public company in China; two are privately held companies in the U.S.; one is privately held in Canada; and one istwo are privately held in France.Europe. Our DSA segment also competes with in-house departments of pharmaceutical and biotechnology companies, universities, and teaching hospitals.


For Manufacturing, each of our underlying businesses has several competitors. In addition to many smaller competitors, Biologics has five main competitors, of which twofour are public companies in Europe one is a private company in the U.S., one is a public company in China, and one is a public company in the U.S.China. Avian has one main competitor to its SPF eggs business, which is privately held in Europe, and numerous competitors for services provided through our specialized avian laboratory.laboratory services. Microbial Solutions has fivefour main competitors, of which three are public companies in Europe and two areone is privately held in the U.S. Contract Manufacturing has five main competitors, of which two are public companies in the U.S. and three are privately held in Europe.
Industry Support and Animal Welfare
One of our core values is a concern for, and commitment to, animal welfare. We have been in the forefront of animal welfare improvements in our industry, and continue to show our commitment with special recognition programs for employees who demonstrate an extraordinary commitment in this critical aspect of our business. We created our own Humane Care Initiative, which is directed by our Animal Welfare and Training Group. The goal of the initiative is to assure that we continue as a worldwide leader in the humane care of laboratory animals and implementation of the 3Rs (Replacement, Reduction and Refinement). Laboratory animals are an important resource that further our knowledge of living systems and contribute to the discovery of life-saving drugs and procedures. We work hand-in-hand with the scientific community to understand how living conditions, handling procedures and stress play a role in the quality and efficiency of research. As researchers, we are responsible to our clients and the public for the health and well-being of the animals in our care.
We are firmly committed to the 3Rs and to reducing the number of animals used by emphasizing health and genetic integrity to decrease study data variability. Whenever possible, we use technological advances such as new diagnostic tests for screening pathogens in laboratory rodents, microsampling and in vitro assays. We also partner with customersclients to develop study designs decreasing the number of animals needed and suggesting pilot studies where appropriate. We also maintain a quarterly award recognizing our employees’ efforts to continually implement the 3Rs at our sites globally.
We support a wide variety of organizations and individuals working to further animal welfare as well as the interests of the biomedical research community. We fund scholarships to laboratory animal training programs, provide financial support to non-profit institutions that educate the public about the benefits of animal research and provide awards and prizes to outstanding leaders in the laboratory animal medicine field and the supporters of 3Rs.
Employees
As of December 31, 2016,29, 2018, we had approximately 11,00014,700 employees (including approximately 1,2001,600 science professionals with advanced degrees, including Ph.D.s, D.V.M.s and M.D.s). Our employees are not unionized in the U.S. Employees at some of our European facilities are represented by works councils, employee representative groups and/or unions, which is consistent with local customs for our industry. We believe we have good relationships with our employees, based on a number of factors including employee retention and survey results.retention.
Backlog
Our backlog for our RMS, DSA and Manufacturing reportable segments was $88.0$106.5 million, $551.8$900.8 million and $39.5$74.4 million, respectively, as of December 31, 2016,29, 2018, as compared to $106.6$96.8 million, $327.8$590.0 million and $36.2$46.9 million, respectively, as of December 26, 2015.30, 2017. Related services are performed over varying durations, from short to extended periods of time, which may be as long as several years. We maintain an order backlog to track anticipated revenue from studies and projects that either have not started, but are anticipated to begin in the near future, or are in process and have not been completed. We only recognize a study or project in backlog after we have received written evidence of a client's intention to proceed. Canceled studies or projects are removed from backlog.
We believe our aggregate backlog as of any date is not necessarily a meaningful indicator of our future results for a variety of reasons. First, studies vary in duration (i.e., some studies or projects that are included in December 31, 201629, 2018 backlog may be completed in 2017,2019, while others may be completed in later years). Second, the scope of studies or projects may change, which may either increase or decrease their value. Third, studies or projects included in backlog may be subject to bonus or penalty payments. Fourth, studies or projects may be terminated or delayed at any time by the client or regulatory authorities for a number of reasons, including the failure of a drug to satisfy safety and efficacy requirements, or a sponsor making a strategic


decision that a study or service is no longer necessary. Delayed contracts remain in our backlog until a determination of whether to continue, modify, or cancel the study has been made. We cannot provide any assurance that we will be able to realize all or most of the net revenues included in backlog or estimate the portion to be filled in the current year.
Regulatory Matters


As our business operates in a number of distinct operating environments and in a variety of locations worldwide, we are subject to numerous, and sometimes overlapping, regulatory environments.
The Animal Welfare Act (AWA) governs the care and use of certain species of animals used for research in the U.S. other than laboratory rats, mice and chickens.chickens bred for use in research. As a result, most of our U.S. small animal research models activities and our avian vaccine services operations are not subject to regulation under the AWA. For regulated species, the AWA and the associated Animal Care regulations require producers and users of regulated species to provide veterinary care and to utilize specific husbandry practices such as cage size, shipping conditions, sanitation and environmental enrichment to assure the welfare of these animals. Separately, facilities using live vertebrate animals in research funded by the U.S. Public Health Service (PHS) must also adhere to the PHS Policy on Humane Care and Use of Laboratory Animals and follow the Guide for the Care and Use of Laboratory Animals produced by the Institute for Laboratory Animal Research.
We comply with licensing and registration requirement standards set by the United States Department of Agriculture (USDA) and similar agencies in other countries such as the European Union,Europe, China Japan, and CanadaJapan for the care, handling and use of regulated species. Our animal production facilities in the U.S., our DSA facilities in the U.S.species and Canada, and mostbirds bred for research. All of our DSA and RMS sitesfacilities in North America and Europe are either accredited or in the Europe are accreditedprocess of initiating accreditation by the Association for Assessment and Accreditation of Laboratory Animal CareAAALAC International, a private, nonprofit, international organization that promotes the humane treatment of animals in science through voluntary accreditation and assessment programs.
Our import and export of animals and our operations in foreign countries are subject to international agreements and conventions, as well as a variety of national, regional, and local laws and regulations, which establish the standards for the humane treatment, care, handling, and transport of animals by dealers and research facilities.
We conduct non-clinical safety assessment studies to support the submissions for approval or licensing of our clients' products throughout the world. Many of these studies must comply with national statutory or regulatory requirements for Good Laboratory Practice (GLP).GLP. GLP regulations describe a quality system for the organizationalscientific, operational and quality process and the conditions under which non-clinical studies are planned, performed, monitored, recorded, reported and archived. GLP compliance is required by such regulatory agencies as the FDA, United States Environmental Protection Agency, European Medicines Agency, Medicines and Healthcare Products Regulatory Agency in the United Kingdom (U.K.), Health Products Regulatory Authority in Ireland, Health Canada and other similar monitoring authorities in the countries where we operate. GLP requirements are significantly harmonized throughout the world and our laboratories are capable of conducting studies in compliance with all necessary requirements.
Regulatory monitoring authorities such as the FDA, Medicines and Healthcare Products Regulatory Agency and OECD countries have indicated an increased emphasis on the management of electronic records generated by computerized systems to ensure data integrity under newly issued guidance.
We have established a formal program to manage regulatory and client expectations regarding data integrity within our regulated businesses. Although each business has a different impact on patient safety, all are expected to generate data with integrity. We recognize the importance of generating quality, reliable, sustainable data and have instituted a number of processes to ensure we are consistent in our approach.
At a global level, retention of data and controls for electronic systems, proprietary data and quality standards are covered by global policies. We also have controls in place such as quality manuals, policies and procedures, work instructions, document control processes, training, quality assurance and quality control processes and personnel, validated computerized systems and archiving requirements. Within businesses, procedures govern performance of activities to ensure data integrity throughout its life cycle.
Our Manufacturing businesses produce endotoxin test kits, reagents, cell banks used in research and biopharmaceutical production, clinical trial vaccines and vaccine support products and provided GMP contract manufacturing of clinical and marketed products. Additionally, several of our laboratories conduct biosafety and analytical testing such as identity, stability, sterility and potency testing in support of our clients' manufacturing programs working with our clients to fulfill their validation requirements as applicable. These activities are subject to regulation and consequently require these businesses to be inspected by the FDA and other national regulatory agencies under their respective current Good Manufacturing Practice (cGMP) regulations. These regulations require that we manufacture our products or perform testing in a prescribed manner with respect to cGMP compliance, and maintain records of our manufacturing, testing


and control activities. In addition, the specific activities of some of our businesses require us to hold specialized licenses for the manufacture, distribution and/or marketing of particular products.
All of our sites are subject to licensing and regulation, as appropriate under international treaties and conventions, including national, regional and local laws relating to:
the surface and air transportation of chemicals, biological reagents and laboratory specimens;
the handling, use, storage, and disposal of chemicals (including narcotics and psychotropic drugs), biological reagents, laboratory specimens, hazardous waste, and radioactive materials;
the procurement, handling, use, storage, and disposal of human cells, tissues, and cellular and tissue basedtissue-based products for research purposes;
the safety and health of employees and visitors to our facilities; and
protection of the environment and general public.
Global compliance programs are centralized undermanaged by a singlededicated group responsible for global regulatory affairs and compliance, including internal assessment of quality programs and systems to ensure that all business sectors comply with applicable statutory and regulatory requirements and satisfy our clients’ expectations for


quality and regulatory compliance. To assure these compliance obligations, we established quality assurance units (QAUs) in each of our regulated businesses that require independent oversight. The QAUs operate independently from those individuals that direct and conduct studies, manufacturing or analytical testing that studies that supports manufacturing.
Intellectual Property
We develop and implement computer software and technically derived procedures and products intended to maximize the quality and effectiveness of our services. Although our intellectual property rights are valuable to our success, we believe that such factors as the technical expertise, proprietary know-how, ability, and experience of our professionals are more important, and that, overall, these technological capabilities provide significant benefits to our clients. Where we consider it appropriate, steps are taken to protect our know-how through confidentiality agreements and registrations. In addition, we in-license technology and products from other companies when it enhances our product and services businesses. In the future, in-licensing may become a larger initiative to enhance our offerings, particularly as we focus on therapeutic area expertise. With the exception of technology related to our Microbial Solutions testing business, we have no patents, trademarks, licenses, franchises, or concessions which are material and upon which any of our products or services are dependent.
Corporate Governance
We are committed to operating our business with integrity and accountability. We strive to meet or exceed all of the corporate governance standards established by the New York Stock Exchange, the SEC, and the United States Federal government as implemented by the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Eight of the nine members2010 and other applicable laws, rules and regulations. Each member of our Board of Directors, areother than Mr. Foster who is also our Chief Executive Officer, is independent and havehas no significant financial, business, or personal ties to us or management and all of our board committees (with the exception of our Executive Committee and our Strategic Planning and Capital Allocation Committee) are composed entirely of independent directors. The Board adheres to our Corporate Governance Guidelines and a Code of Business Conduct and Ethics which has been communicated to employees and posted on our website. We are diligent in complying with established accounting principles and are committed to providing financial information that is transparent, timely, and accurate. We have a Related Person Transactions Policy designed to promote the timely identification of such transactions and to ensure we give appropriate consideration to any real or perceived conflicts in our commercial arrangements. We have aestablished global process through which employees, either directly or anonymously, can notify management (and the Audit Committee of the Board of Directors) of alleged accounting and auditing concerns or violations including fraud. Our internal Disclosure Committee meets regularly and operates pursuant to formal disclosure procedures and guidelines whichto help to ensure that our public disclosures, including our periodic reports filed with the SEC, earnings releases and other written information that we disclose to the investment community are complete, accurate and timely. We continually monitor developments in the law and stock exchange regulations, as well as overall corporate governance trends and intend to adopt new procedures consistent with such developments to the extent applicable and appropriate to our Company. Copies of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Related Person Transactions Policy are available on our website at www.ir.criver.com.http://ir.criver.com under the “Investor Relations - Corporate Governance” caption.
Executive Officers of the Registrant (pursuant to Instruction 3 to Item 401(b) of Regulation S-K)


Below are the names, ages and principal occupations of each of our current executive officers. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
James C. Foster, age 66,68, joined us in 1976 as General Counsel. During his tenure, Mr. Foster has held various staff and managerial positions, and was named our President in 1991, Chief Executive Officer and President in 1992 and our Chairman in 2000.
William D. Barbo, age 56,58, joined us in 1982 as a laboratory technician. Between 1982 and 2005, Mr. Barbo served in a variety of positions of increasing responsibilities. He was named Corporate Vice President of Research Models and Services in 2005, Corporate Senior Vice President of Global Sales and Marketing in 2010, and Corporate Executive Vice President and Chief Commercial Officer in October 2016.
Birgit Girshick, age 49, joined us in 1989 and originally held positions of increasing responsibility in our RMS Germany and RMS Avian Vaccine businesses. In 2004, Ms. Girshick was promoted to General Manager of the RMS Avian Vaccine Services business. She was named Executive Director, RMS Process Improvement in 2009, and Corporate Vice President, Global Biopharmaceutical Services in 2010. In 2013, Ms. Girshick was promoted to Corporate Senior Vice President, Research Models and Biologics Testing Solutions. In 2016, Ms. Girshick was tasked with leading the integration of WIL Research into our Safety Assessment business. Also in 2016, Ms. Girshick assumed the role of Corporate Senior Vice President, Global Discovery Services. In February 2018, Ms. Girshick was appointed Corporate Executive Vice President, Global Discovery and Safety Assessment and in August 2018, additionally took on responsibility for our Biologics Testing Solutions and Avian Vaccine Services business.
David P. Johst, age 55,57, joined us in 1991 as Corporate Counsel and was named Vice President, Human Resources in 1995. He became Vice President, Human Resources and Administration in 1996, a Senior Vice President in 1999, and a Corporate Executive Vice President in 2005. He currently serves as our General Counsel and Chief Administrative Officer and is responsible for overseeing our corporate legal function Human Resources department, and several other corporate staff departments. Prior to joining us, Mr. Johst was in private practice at the law firm of Hale and Dorr (now WilmerHale). Mr. Johst currently serves as a trustee of Mt. Ida College.
Davide MolhoJoseph W. LaPlume, age 47,45, joined our Italian operationsus in 1999 and was promoted to Director of Operations for RMS Italy2005 as Senior Corporate Counsel. He became Deputy General Counsel in 2002. In 2005, his role was expanded to include French RMS operations and in 2007, he became Corporate2010, Vice President, European Research Models and Services with responsibility for all European RMS operations. In July 2009, Dr. Molho was promoted to Corporate Development in 2011, Senior Vice President North Americanin 2014, and European Research Models and Services. He was subsequently promoted to Corporate Executive Vice President, Corporate Development and President, Global Research ModelsStrategy in January 2019. In his current role, he oversees all aspects of strategic planning and Services in


December 2010. In 2011, Dr. Molhocorporate development activities across business segments and geographies. Prior to joining us, Mr. LaPlume was named Corporate Executive Vice President, North America Operationsa corporate lawyer at GTECH Corporation and in December 2013, he was named Corporate Executive Vice Presidentprivate practice at the law firms of Mintz Levin and President, Global RMSGoulston & Storrs. Mr. LaPlume received M.B.A. and DSA Operations.J.D. degrees from Boston University, and a Bachelor’s degree from Trinity College.
David R. Smith, age 51,53, has served as our Corporate Executive Vice President and Chief Financial Officer since August 2015. He joined us as Corporate Vice President, Discovery Services through our acquisition of Argenta and BioFocus from Galapagos NV in March 2014 and was promoted to Corporate Senior Vice President, Global Discovery Services, in October 2014. At Galapagos, he served in various capacities, including as Chief Executive Officer of its Galapagos Services division and as Chief Financial Officer. Mr. Smith served as Chief Financial Officer for Cambridge University Hospitals from 2007 to 2013. Mr. Smith spent eight years at PricewaterhouseCoopers prior to joining AstraZeneca in 1997, where he spent the next nine years in various finance and business roles of increasingly greater responsibility.
Item 1A.    Risk Factors
Set forth below, elsewhere in this Form 10-K and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Form 10-K. We note that factors set forth below, individually or in the aggregate, may cause our actual results to differ materially from expected and historical results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties.
The outsourcing trend in non-clinical (discovery and safety assessment) stages of drug discovery and development may decrease, which could impair our growth.
Over the past decade, pharmaceutical and biotechnology companies have generally increased their outsourcing of non-clinical research support activities, such as discovery and safety assessment. While many industry analysts expect the outsourcing trend to continue to increase for the next several years (although with different growth rates for different phases of drug discovery and development), decreases in such outsourcing may result in a diminished growth rate in the sales of any one or more of our service lines and may adversely affect our financial condition and results of operations. For additional discussion of the factors that we believe have recently been influencing outsourcing demand from our clients, please see the section entitled “Our Strategy” included elsewhere in this Form 10-K.
A reduction in research and development budgets at pharmaceutical and biotechnology companies may adversely affect our business.
Our clients include researchers at pharmaceutical and biotechnology companies. Our ability to continue to grow and win new business is dependent in large part upon the ability and willingness of the pharmaceutical and biotechnology industries to continue to spend on molecules in the non-clinical phases of research and development (and in particular discovery and safety assessment) and to outsource the products and services we provide. Fluctuations in the expenditure amounts in each phase of the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products and services. Research and development budgets fluctuate due to changes in available resources, mergers of


pharmaceutical and biotechnology companies, spending priorities (including available resources of our biotechnology clients, particularly those that are cash-negative, who may be highly focused on rationing their liquid assets in a challenging funding environment), general economic conditions, and institutional budgetary policies.policies and the impact of government regulations, including potential drug pricing legislation. Available funding for biotechnology clients in particular may be affected by the capital markets, investment objectives of venture capital investors, and priorities of biopharmaceutical industry sponsors.
Our business could be adversely affected by any significant decrease in drug research and development expenditures by pharmaceutical and biotechnology companies, as well as by academic institutions, government laboratories, or private foundations. Similarly, economic factors and industry trends that affect our clients in these industries also affect their research and development budgets and, consequentially, our business as well. Furthermore, our clients (particularly larger biopharmaceutical companies) continue to search for ways to maximize the return on their investments with a focus on leaner research and development costs per drug candidate. For additional discussion of the factors that we believe have recently been influencing research and development budgets at our clients, please see the sections entitled “Our Strategy” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K.
A reduction or delay in government funding of research and development may adversely affect our business.
A portion of revenue, predominantly in our RMS segment, is derived from clients at academic institutions and research laboratories whose funding is partially dependent on both the level and timing of funding from government sources such as the U.S. National Institutes of Health (NIH) and similar domestic and international agencies, which can be difficult to forecast. We also sell directly to the NIH and these other agencies. Government


funding of research and development is subject to the political process, which is inherently fluid and unpredictable. Our revenue may be adversely affected if our clients delay purchases as a result of uncertainties surrounding the approval of government budget proposals. Also, government proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to the NIH and other government agencies that fund research and development activities. Other programs, such as homeland security or defense, or general efforts to reduce the federal budget deficit could be viewed by the U.S. government as a higher priority. These budgetary pressures may result in reduced allocations in the future to government agencies that fund research and development activities. A reduction in government funding for the NIH or other government research agencies could adversely affect our business and our financial results. Also, there is no guarantee that NIH funding will be directed towards projects and studies that require use of our products and services.
We could experience a breach of the confidentiality of the information we hold or of the security of our computer systems.
We operate large and complex computer systems that contain significant amounts of client data. As a routine element of our business, we collect, analyze, and retain substantial amounts of data pertaining to the non-clinical studies we conduct for our clients. Unauthorized third parties could attempt to gain entry to such computer systems for the purpose of stealing data or disrupting the systems. We believe that we have taken appropriate measures to protect them from intrusion, and we continue to improve and enhance our systems in this regard (including with respect to how we process and report any breaches), but in the event that our efforts are unsuccessful, we could suffer significant harm. Our contracts with our clients typically contain provisions that require us to keep confidential the information generated from these studies. In the event the confidentiality of such information was compromised, we could suffer significant harm.
We are required to comply with the data privacy and security laws in many jurisdictions. For example, we are required to comply with the European Union (EU) General Data Protection Regulation (GDPR) which became effective on May 25, 2018 and imposes heightened obligations and enhanced penalties for noncompliance (including up to four percent (4%) of global revenue). The cost of compliance with the GDPR and the potential for fines and penalties in the event of a violation of the GDPR may have a significant adverse effect on our business and operations. We have made changes to, and investments in, our business practices and will continue to monitor developments and make appropriate changes to help attain compliance with these evolving and complex regulations.
Contaminations in our animal populations can damage our inventory, harm our reputation for contaminant-free production, result in decreased sales and cause us to incur additional costs.
Our research models and fertile chicken eggs must be free of certain infectious agents such as certain viruses and bacteria because the presence of these contaminants can distort or compromise the quality of research results and could adversely impact human or animal health. The presence of these infectious agents in our animal production facilities and certain service operations could disrupt our contaminant-free research model and fertile egg production as well as our animal services businesses including GEMS, harm our reputation for contaminant-free production, and result in decreased sales.


If they occur, contaminations typically require cleaning up, renovating, disinfecting, retesting, and restarting production or services. Such clean-ups result in inventory loss, clean-up and start-up costs, and reduced sales as a result of lost client orders and potentially credits for prior shipments. In addition to microbiological contaminations, the potential for genetic mix-ups or mis-matings also exists and may require the restarting of the applicable colonies. While this does not require the complete clean-up, renovation, and disinfection of the room, it would likely result in inventory loss, additional start-up costs and possibly reduced sales. Contaminations also expose us to risks that clients will request compensation for damages in excess of our contractual indemnification requirements. There also exists a risk that contaminations from models that we produce may affect our client's facilities, with similar impact to them for which we could be liable for damages. In some cases, we may produce or import animals carrying infectious agents capable of causing disease in humans; and in the case of such a contamination or undiagnosed infection, there could be a possible risk of human exposure and infection.
We are also subject to similar contamination risks with respect to our large research models. While some of these models are owned by us and maintained at our facilities, others are reserved for us, and maintained at sites operated by the original provider. Accordingly, risk of contamination may be outside of our control, and we depend on the practices and protocols of third parties to ensure a contamination-free environment. A contamination may require extended CDC quarantine with subsequent reduced sales as a result of lost client orders as well as the potential for complete inventory loss and disinfection of the affected quarantine rooms. Furthermore, while we often negotiate for contractual risk indemnification, we may be exposed in the event of such contaminations if the third party does not fulfill its indemnification obligation or is unable to as a result of insolvency or other impediments.
All such contaminations described above are unanticipated and difficult to predict and could adversely impact our financial results. Many of our operations are comprised of complex mechanical systems which are subject to periodic failure, including aging fatigue. Such failures are unpredictable, and while we have made significant capital expenditures designed to create redundancy within these mechanical systems, strengthen our biosecurity, improve our operating procedures to protect against such contaminations, and replace impaired systems and equipment in advance of such events, failures and/or contaminations may still occur.
Any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs.
Any failure on our part to comply with applicable regulations could result in the termination of ongoing research or the disqualification of data for submission on behalf of our clients to regulatory authorities. This could harm our reputation, our prospects for future work and our operating results. For example, the issuance of a notice of objectionable observations or a warning from the FDA based on a finding of a material violation affecting data integrity by us for GLP or cGMP requirements could materially and adversely affect us. If our operations are found to violate any applicable law or other governmental regulations, we might be subject to civil and criminal penalties, damages and fines. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management's attention from the operation of our business and damage our reputation.
Regulatory monitoring authorities such as the FDA, Medicines and Healthcare Products Regulatory Agency and OECD have increased their emphasis on the management of computerized systems to ensure data integrity. New guidance related to the need for data integrity compliance programs have recently been released and we may require additional efforts for validation, audit trail review and archiving activities. To assure that we have proper regulatory oversight over our electronic records, a dedicated quality function reviews our computerized system practices to ensure that appropriate record controls are in place and that a robust audit strategy confirms requirements for compliance. In addition, the FDA’s recently applicable SEND (Standardization for Exchange of Nonclinical Data) standards which apply to our clients’ NDA and IND submissions require us to provide electronic data in specific formats that will allow for more efficient, higher quality regulatory reviews. Accordingly, our clients expect us to timely deliver their nonclinical data compliant with SEND. Notwithstanding, some of these standards require additional operating and capital expenses that will impact not only us and our industry competitors, but clients in the biomedical research community. Non-compliance with any of these expectations could lead to official action by a government authority, damage to our reputation and a potential loss of business.
In addition, regulations and guidance worldwide concerning the production and use of laboratory animals for research purposes continue to evolve. Similarly, guidance has been and continues to be developed for other areas that impact the biomedical research community on both a national and international basis including transportation, mandated contingency planning, euthanasia guidance, import and export requirements of biological materials, health monitoring requirements and the use of disinfectants.


The outsourcing trend in non-clinical (discovery and safety assessment) stages of drug discovery and development may decrease, which could impair our growth.
Over the past decade, pharmaceutical and biotechnology companies have generally increased their outsourcing of non-clinical research support activities, such as discovery and safety assessment. While many industry analysts expect the outsourcing trend to continue to increase for the next several years (although with different growth rates for different phases of drug discovery and development), decreases in such outsourcing may result in a diminished growth rate in the sales of any one or more of our service lines and may adversely affect our financial condition and results of operations. For additional discussion of the factors that we believe have recently been influencing outsourcing demand from our clients, please see the section entitled “Our Strategy” included elsewhere in this Form 10-K.
Changes in government regulation or in practices relating to the pharmaceutical or biotechnology industries, including potential healthcare reform, could decrease the need for the services we provide.
Governmental agencies throughout the world but particularly in the U.S., strictly regulate the drug development process. Our business involves helping pharmaceutical and biotechnology companies, among others, navigate the regulatory drug approval process. Accordingly, many regulations, and often new regulations, are expected to result in higher regulatory standards and often additional revenues for companies that service these industries. However, some changes in regulations, such as a relaxation in regulatory requirements or the introduction of streamlined or expedited drug approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services.
Although we believe we are currently in compliance in all material respects with national, regional, and local laws, as well as other accepted guidance used by oversight bodies (which include the USDA, the standards set by the International Air Transport Association, the Convention on International Trade in Endangered Species of Wild Fauna and Flora, U.S. Fish and Wildlife Service, The Centers for Disease Control, the Department of Transportation, the Department of State, the office of Laboratory Animal Welfare of NIH, the Drug Enforcement Agency, as well as numerous other oversight agencies in Canada, Europe, and Asia), failure to comply could subject us to denial of the right to conduct business, fines, criminal penalties, and other enforcement actions. In addition, if regulatory authorities were to mandate a significant reduction in safety assessment procedures which utilize laboratory animals (as has been advocated by certain groups), certain segments of our business could be materially adversely affected.
In March 2010, the U.S. Congress enacted healthcare reform legislation, the Patient Protection and Affordable Care Act, or the ACA, intended over time to expand health insurance coverage and impose health industry cost containment measures. In June 2012, the U.S. Supreme Court upheld the constitutionality of this legislation. The Court’s decision allowsallowed implementation of key provisions impacting drug manufacturers going forward, including, but not limited to, (1) expansion of access to health insurance coverage, (2) expansion of the Medicaid program, (3) enactment of an industry fee on pharmaceutical companies, and (4) imposition of an excise tax on the sale of medical devices. In May 2017, the U.S. House of Representatives voted to pass the American Health Care Act (the AHCA), which would repeal many provisions of the ACA. Although the U.S. Senate considered but failed to pass the AHCA and other comparable measures, the U.S. Congress may consider further legislation to repeal or replace elements of the ACA. In addition, the Tax Cuts and Jobs Act, which President Trump signed into law in December 2017, repeals the ACA’s individual health insurance mandate, which is considered a key component of the ACA. Since the law and its implementation continue to face challenges in Congress and federal courts, and from certain state governments, opposition advocacy groups, and some small business organizations, as well as from the incoming president and his administration, we are uncertain as to the ultimate effects of this legislation on our business and are unable to predict what legislative proposals will be adopted in the future.
Implementation of healthcare reform legislation may have certain benefits, but also may contain costs that could limit the profits that can be made from the development of new drugs. This could adversely affect research and development expenditures by pharmaceutical and biotechnology companies, which could in turn decrease the business opportunities available to us both in the U.S. and abroad. In addition, new laws or regulations may create a risk of liability, increase our costs, or limit our service offerings. Furthermore, if health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our clients may spend less, or reduce their growth in spending on research and development.
In addition, the recent presidential and congressional elections in the U.S. may result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy. While it is not possible to predict whether and when any such changes will occur, changes at the local, state or federal level may significantly impact our domestic and foreign businesses and/or those of our clients. Specific legislative and regulatory proposals discussed during and after the election that may have a material impact on us or our clients include, but are not limited to, appeal or reform of the Health Care Reform Act; andFurthermore, modifications to international trade policy, public company reporting requirements, environmental regulation and antitrust enforcement.enforcement may have a material impact on us or our clients.


Contaminations in our animal populations can damage our inventory, harm our reputation for contaminant-free production, result in decreased sales and cause us to incur additional costs.
Our research models and fertile chicken eggs must be free of certain infectious agents such as certain viruses and bacteria because the presence of these contaminants can distort or compromise the quality of research results and could adversely impact human or animal health. The presence of these infectious agents in our animal production facilities and certain service operations could disrupt our contaminant-free research model and fertile egg production as well as our animal services businesses including GEMS, harm our reputation for contaminant-free production, and result in decreased sales.
If they occur, contaminations typically require cleaning up, renovating, disinfecting, retesting, and restarting production or services. Such clean-ups result in inventory loss, clean-up and start-up costs, and reduced sales as a result of lost client orders and potentially credits for prior shipments. In addition to microbiological contaminations, the potential for genetic mix-ups or mis-matings also exists and may require the restarting of the applicable colonies. While this does not require the complete clean-up, renovation, and disinfection of the barrier room, it would likely result in inventory loss, additional start-up costs and possibly reduced sales. Contaminations also expose us to risks that clients will request compensation for damages in excess of our contractual indemnification requirements. There also exists a risk that contaminations from models that we produce may affect our client's facilities, with similar impact to them for which we could be liable for damages. In some cases, we may produce or import animals carrying infectious agents capable of causing disease in humans; and in the case of such a contamination or undiagnosed infection, there could be a possible risk of human exposure and infection.
We are also subject to similar contamination risks with respect to our large research models. While often we own these models, they may be maintained on our behalf at a site operated by the original provider. Accordingly, risk of contamination may be outside of our control, and we depend on the practices and protocols of third parties to ensure a contamination-free environment. A contamination may require extended CDC quarantine with subsequent reduced sales as a result of lost client orders as well as the potential for complete inventory loss and disinfection of the affected quarantine rooms. Furthermore, while we often negotiate for contractual risk indemnification, we may be exposed in the event of such contaminations if the third party does not fulfill its indemnification obligation or is unable to as a result of insolvency or other impediments.
All such contaminations described above are unanticipated and difficult to predict and could adversely impact our financial results. Many of our operations are comprised of complex mechanical systems which are subject to periodic failure, including aging fatigue. Such failures are unpredictable, and while we have made significant capital expenditures designed to create redundancy within these mechanical systems, strengthen our biosecurity, improve our operating procedures to protect against such contaminations, and replace impaired systems and equipment in advance of such events, failures and/or contaminations may still occur.
Any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs.
Any failure on our part to comply with applicable regulations could result in the termination of ongoing research or the disqualification of data for submission to regulatory authorities. This could harm our reputation, our prospects for future work and our operating results. For example, the issuance of a notice of objectionable observations or a warning from the FDA based on a finding of a material violation by us for GLP or cGMP requirements could materially and adversely affect us. If our operations are found to violate any applicable law or other governmental regulations, we might be subject to civil and criminal penalties, damages and fines. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management's attention from the operation of our business and damage our reputation.
In addition, regulations and guidance worldwide concerning the production and use of laboratory animals for research purposes continue to be updated. Notably, the European Directive 2010/63/EU requires new standards for animal housing and accommodations that require implementation by 2017. Some of these new standards require additional operating and capital expenses that will impact not only us and our industry competitors, but clients in the biomedical research community through both changes in the pricing of goods and services and changes in their own operations.
Similarly, guidance has been and continues to be developed for other areas that impact the biomedical research community on both a national and international basis including transportation, mandated contingency planning, euthanasia guidance, import and export requirements of biological materials, health monitoring requirements and the use of disinfectants.


We could experience a breach of the confidentiality of the information we hold or of the security of our computer systems.
We operate large and complex computer systems that contain significant amounts of client data. As a routine element of our business, we collect, analyze, and retain substantial amounts of data pertaining to the non-clinical studies we conduct for our clients. Unauthorized third parties could attempt to gain entry to such computer systems for the purpose of stealing data or disrupting the systems. We believe that we have taken appropriate measures to protect them from intrusion, and we continue to improve and enhance our systems in this regard, but in the event that our efforts are unsuccessful, we could suffer significant harm. Our contracts with our clients typically contain provisions that require us to keep confidential the information generated from these studies. In the event the confidentiality of such information was compromised, we could suffer significant harm.
Our revenue generating agreements contain termination and service reduction provisions or may otherwise terminate according to their term, which may result in less contract revenue than we anticipate.
Many of our agreements with both large and small clients, including those which underlie our strategic relationships with some of our more significant customers,clients, provide for termination or reduction in scope with little or no notice. Many of our contracts provide for services on a fixed price or fee-for-service with a cap basis and, accordingly, we bear the financial risk if we initially under-price our contracts or otherwise overrun our cost estimates. In addition, we sell our products and services to our competitors, and similarly they sell products and services to us. For instance, we have historically entered into, and currently are party to, contracts with certain of our competitors to distribute specialty research models in locations where our competitors may not have distribution capabilities.
Clients and/or competitors may elect to terminate their agreements with us for various reasons including:
the products being tested fail to satisfy safety requirements;
unexpected or undesired study results;
production problems resulting in shortages of the drug being tested;
a client's decision to forego or terminate a particular study;
establishment of alternative distribution channels by our competitors;
the loss of funding for the particular research study; or
general convenience/counterparty preference.
If a client or competitor terminates a contract with us, we are typically entitled under the terms of the contract to receive revenue earned to date as well as certain other costs and, in some cases, termination fees. Cancellation of a large contract or proximate delay, cancellation or conclusion of multiple contracts could materially adversely affect our business and, therefore, may adversely affect our operating results.
Many of our contracts are fixed price and may be delayed or terminated or reduced in scope for reasons beyond our control, or we may under‑price or overrun cost estimates with these contracts, potentially resulting in financial losses.
Many of our contracts provide for services on a fixed price or fee-for-service with a cap basis and, accordingly, we bear the financial risk if we initially under-price our contracts or otherwise overrun our cost estimates. In addition, these contracts may be terminated or reduced in scope either immediately or upon notice. Cancellations may occur for a variety of reasons, and often at the discretion of the client. The loss, reduction in scope or delay of a large contract or the loss or delay of multiple contracts could materially adversely affect our business, although our contracts frequently entitle us to receive the costs of winding down the terminated projects, as well as all fees earned by us up to the time of termination. Some contracts also entitle us to a predetermined termination fee and irrevocably committed costs/expenses.
Several of our product and service offerings are dependent on a limited source of supply, which if interrupted could adversely affect our business.
We depend on a limited international source of supply for certain products, such as large research models. Disruptions to their continued supply may arise from health problems, export or import laws/restrictions or embargoes, international trade regulations, foreign government or economic instability, severe weather conditions, increased competition among suppliers for models, disruptions to the air travel system, activist campaigns, commercial disputes, supplier insolvency, or other normal-course or unanticipated events. Any disruption of supply could harm our business if we cannot remove the disruption or are unable to secure an alternative or secondary supply source on comparable commercial terms.


If we are not successful in selecting and integrating the businesses and technologies we acquire, or in managing our current and future divestitures, our business may suffer.
During the past fifteensixteen years, we have steadily expanded our business through numerous acquisitions. We plan to continue to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions we find acceptable. We risk spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions.
In April 2016,2018, we acquired WILMPI Research, a premier provider of safety assessment and contract development manufacturingnon-clinical CRO, providing comprehensive testing services to biopharmaceutical agricultural, and industrial chemicalmedical device companies worldwide. This transaction was our largest acquisition since 2004. In February 2019, we signed a binding offer to acquire Citoxlab for €448 million in over ten years.cash (or approximately $510 million based on current exchange rates). Citoxlab is a non-clinical CRO, specializing in regulated safety assessment services, non-regulated discovery services, and medical device testing.
Acquisitions and alliances involve numerous risks which may include:
difficulties in achieving business and financial success;
difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies, or pre-existing relationships with our customers,clients, distributors, and suppliers;


challenges with developing and operating new businesses, including those which are materially different from our existing businesses and which may require the development or acquisition of new internal capabilities and expertise;
potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification we may obtain from the seller or the insurance we acquire in connection with the transaction;
loss of key employees;
the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies;
diversion of management's attention from other business concerns;
becoming subject to a more expansive regulatory environment;
acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common stock to the shareholders of the acquired company, dilutive to the percentage of ownership of our existing shareholders;
risks of not being able to overcome differences in foreign business practices, customs, and importation regulations, language, and other cultural barriers in connection with the acquisition of foreign companies;
new technologies and products may be developed which cause businesses or assets we acquire to become less valuable; and
risks that disagreements or disputes with prior owners of an acquired business, technology, service, or product may result in litigation expenses and diversion of our management's attention.
In the event that an acquired business, technology, or an alliance does not meet our expectations, our results of operations may be adversely affected.
Some of the same risks exist when we decide to sell a business, site, or product line. In addition, divestitures could involve additional risks, including the following:
difficulties in the separation of operations, services, products, and personnel;
diversion of management's attention from other business concerns; and
the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture.
We continually evaluate the performance and strategic fit of our businesses.businesses (including specific product lines and service offerings). These and any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have an adverse effect on our results of operations and financial condition. In addition, we may encounter difficulty in finding buyers, or, alternative exit strategies at acceptable prices and terms, and in a timely manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a business, site, or product line or service offering, and as a result, we may not achieve some or all of the expected benefits of the divestiture.


Impairment of goodwill or other intangible assets may adversely impact future results of operations.
We have intangible assets, including goodwill, on our balance sheet due to our acquisitions of businesses. The initial identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition involve use of management judgments and estimates. These estimates are based on, among other factors, projections of cash flows that arise from identifiable intangible assets of acquired businesses and discount rates based on an analysis of our weighted average cost of capital, adjusted for specific risks associated with the assets. Disruptions in global financial markets and deterioration of economic conditions could, among other things, impact the discount rate and other assumptions used in the valuations and actual cash flows arising from a particular intangible asset could vary from projected cash flows, which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such assets.
If the future growth and operating results of our business are not as strong as anticipated, overall macroeconomic or industry conditions deteriorate and/or our market capitalization declines, this could impact the assumptions used in establishing the carrying value of goodwill or other intangible assets. To the extent goodwill or other intangible assets are impaired, their carrying value will be written down to their implied fair values and a charge will be made to our income from continuing


operations. Such an impairment charge could materially and adversely affect our operating results. As of December 31, 2016,29, 2018, the carrying amount of goodwill and other intangibles on our consolidated balance sheet was $1,182.0 million.$1.9 billion.
Our business is subject to risks relating to operating internationally.
A significant part of our revenue is derived from operations outside the U.S. Our international revenue represented approximately one-half of our total revenue in recent years. We expect that international revenue will continue to account for a significant percentage of our total revenue for the foreseeable future. There are a number of risks associated with our international business including:
foreign currencies we receive for sales and in which we record expenses outside the U.S. could be subject to unfavorable exchange rates with the U.S. dollar and reduce the amount of revenue and cash flow (and increase the amount of expenses) that we recognize and cause fluctuations in reported financial results;results. The favorable effects of changes in currency exchange rates increased our 2018 revenue by approximately $24 million, or 1.3%, while unfavorable foreign currency effects decreased our 2017 revenues by less than $1 million, or less than 1%, respectively;
foreign currency exposure associated with differences between where we conduct business, our exposure to currency exchange rate fluctuations results from the currency translation exposure associated with the preparation of our consolidated financial statements, as well as from the exposure associated with transactions of our subsidiaries that are denominated in a currency other than the respective subsidiary's functional currency. While our financial results are reported in U.S. Dollars, the financial statements of many of our subsidiaries outside the U.S. are prepared using the local currency as the functional currency. During consolidation, these results are translated into U.S. Dollars by applying appropriate exchange rates. As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies in which our foreign subsidiaries report could cause significant fluctuations in our reported results. Moreover, as exchange rates vary, revenue and other operating results may differ materially from our expectations. Adjustments resulting from financial statement translations are included as a separate component of shareholders' equity. In the year ended December 29, 2018, we recorded net losses from currency translation adjustments of $27.4 million. In the year ended December 30, 2017, we recorded net gains from currency translation adjustments of $77.1 million;
certain contracts, particularly in Canada, are frequently denominated in currencies other than the currency in which we incur expenses related to those contracts, and where expenses are incurred in currencies other than those in which contracts are priced, fluctuations in the relative value of those currencies could have a material adverse effect on our results of operations;
potentially negative consequences from changes in U.S. and/or foreign tax laws, or interpretations thereof, notably tax regulations issued and to-be-issued with respect to U.S. Tax Reform and the EU Anti-Tax Avoidance Directives I and II;
general economic and political conditions in the markets in which we operate;operate, including possible implications of Brexit;
potential international conflicts, including terrorist acts;
potential trade restrictions, exchange controls, adverse tax consequences, and legal restrictions on the repatriation of funds into the U.S.;
difficulties and costs associated with staffing and managing foreign operations, including risks of work stoppages and/or strikes, as well as violations of local laws or anti-bribery laws such as the U.S. Foreign Corrupt Practices Act (FCPA), the UKU.K. Bribery Act, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
unexpected changes in regulatory requirements;
the difficulties of compliance with a wide variety of foreign laws and regulations;
unfavorable labor regulations in foreign jurisdictions;
potentially negative consequences from changes in or interpretations of U.S. and foreign tax laws;
exposure to business disruption or property damage due to geographically unique natural disasters;disasters (including within the U.S.);
longer accounts receivable cycles in certain foreign countries; and


compliance with export controls, import requirements and export licensing requirements. other trade regulations.
These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition. For example, as mentioned above, we are subject to compliance with the U.S. Foreign Corrupt Practices ActFCPA and similar anti-bribery laws, which generally prohibit companies and their third-party intermediaries from making improper payments to foreign


government officials for the purpose of obtaining or retaining business. While our employees, distributors and agents are required to comply with these laws, we cannot be sure that our internal policies and procedures will always protect us from violations of these laws despite our commitment to legal compliance and corporate ethics. The occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial condition, and results of operations.
Our facilities could be damaged or disrupted by natural disasters or other catastrophic events which could adversely affect our reputation, financial position, results of operations and cash flows.
While we have taken precautions to mitigate production and service interruptions at our global facilities, a major catastrophe, such as a hurricane, tornado, earthquake, flood, wildfire or other natural disaster (or other unanticipated displacement) at or near any of our facilities could result in physical damage to our properties, including closure, resulting in a prolonged interruption of our business. A disruption resulting from any one of these events could cause significant delays in shipments of our products, reduce our capacity to provide services, eradicate unique manufacturing capabilities and, ultimately, result in the loss of revenue and clients. Any of these factors could have a material adverse effect on our reputation, financial position, results of operations, and cash flows.
New technologies may be developed, validated, and increasingly used in biomedical research that could reduce demand for some of our products and services.
The scientific and research communities continue to explore methods to develop improved modelscellular and animal model systems that would improveincrease the translation of cellular and animal models to human studies and vice-versa and possibly replace or supplement the use of traditional living animals as test platforms in biomedical research. Some companies have developed techniques in these areas that may have scientific merit to improve translation between species. In addition, technological improvements to existing or new processes, such as imaging and other translational biomarker technologies, could result in the refinement and utility for the number of animal research models necessary to improve the translation from non-clinical to clinical studies. There is an increasing push to focus on in vitro technologies such that employ human materials,biospecimens, stem cell technology,technologies, and other model creation technology. However, the increasing availability and utility of these in vitro models is partially offset by these technologies facilitating the creation of humanized, highly specialized and specific disease-mimicking models we can produce.genome editing.
It is our strategy to explore these in vitro technologies to refine and potentially reduce the utilization of animal models as these new methods become validated. For example, ChanTest Corporation hasour Safety and Assessment businesses have a well-developed program to evaluate the cardiac propertiesutility of induced pluripotent stem cell-derived cardiomyocytes. Westems cells, advanced in vitro models, “organ-on-a-chip” technologies, artificial intelligence and machine learning in preclinical development. Successful commercialization of alternatives to traditional research models may not be successful in commercializing these methods, and, furthermore, revenues from these new models and approaches if successfully developed may notsufficient to fully offset reduced sales or profits from research models. In addition, alternative research methods could decrease the need for future research models, and we may not be able to develop new products effectively or in a timely manner to replace any lost sales. Lastly, other companies or entities may develop research models with characteristics different than the ones that we produce, and which may be viewed as more desirable by some of our clients.
Negative attention from special interest groups may impair our business.
The products and services which we provide our clients are essential to the drug discovery, development and manufacturing processes, and a significant amount are almost universally mandated by law. Notwithstanding, certain special interest groups categorically object to the use of animals for valid research purposes. Historically, our core research model activities with rats, mice and other rodents have not been the subject of significant animal rights media attention. However, research activities with animals have been the subject of adverse attention, including shareholder proposals and attempts to disrupt air carriers from transporting research models, impacting the industry. This has included periodic demonstrations near facilities operated by us and at our annual meetings, as well as shareholder proposals we received for some of our past Annual Meetings of Shareholders. Any negative attention, threats or acts of vandalism directed against either our animal research activities or our third party service providers, such as our airline carriers, in the future could impair our ability to operate our business efficiently.
Our debt level could adversely affect our business and growth prospects.
As of December 31, 2016,29, 2018, we had $1.2$1.7 billion of debt. In connection with our intended acquisition of Citoxlab, we anticipate increasing our debt to finance a substantial portion of the purchase price of approximately €448 million in cash (or approximately $510 million based on current exchange rates). Our debt could have significant adverse effects on our business, including making it more difficult for us to obtain additional financing on favorable terms; requiring us to dedicate a substantial


portion of our cash flows from operations to the repayment of debt and the interest on this debt; limiting our ability to capitalize on significant business opportunities; and making us more vulnerable to rising interest rates. For additional information regarding our debt, please see Note 7,9, “Long-Term Debt and Capital Lease Obligations”, included in the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K.
The drug discovery, development services and manufacturing support industries are highly competitive.
The drug discovery, non-clinical development, and manufacturing support services industries are highly competitive. We often compete for business not only with other CROs, but also with internal discovery and development departments within our larger clients, who may have greater resources than ours. We also compete with universities and teaching hospitals for outsourced services. We compete on a variety of factors, including:
reputation for on-time quality performance;
reputation for regulatory compliance;
expertise and experience in multiple specialized areas;


scope and breadth of service and product offerings across the drug discovery and development spectrum;
scope and breadth of service and product offerings across the manufacturing support spectrum;
ability to provide flexible and customized solutions to support our clients' drug discovery, non-clinical development, and manufacturing support needs;
broad geographic availability (with consistent quality);
price/value;value, spend and flexibility;
technological and scientific expertise and efficient drug development processes;
quality of facilities;
financial stability;
size;
ability to acquire, process, analyze, and report data in an accurate manner; and
accessibility of client data through secure portals.
If we do not compete successfully, our business will suffer. Increased competition might lead to price and other concessions that could adversely affect our operating results. The drug discovery and development services industry has continued to see a trend towards consolidation, particularly among the biotechnology companies, who are targets for each other and for larger pharmaceutical companies. If this trend continues, it is likely to produce more competition among the larger companies and CROs generally, with respect to both clients and acquisition candidates. In addition, small, specialized entities considering entering the CRO industries will continue to find lower barriers to entry, and private equity firms may determine that there are opportunities to acquire and consolidate these companies, thus further increasing possible competition. More generally, our competitors or others might develop technologies, services or products that are more effective or commercially attractive than our current or future technologies, services, or products, or that render our technologies, services, or products less competitive or obsolete. If competitors introduce superior technologies, services, or products and we cannot make enhancements to ours to remain competitive, our competitive position, and in turn our business, revenue, and financial condition, would be materially and adversely affected. In the aggregate, these competitive pressures may affect the attractiveness of our technologies, services, or products and could adversely affect our financial results.
Potential Changes in U.S. and International Tax Law.
InOn December 22, 2017, President Trump signed into law significant U.S. tax law changes (U.S. Tax Reform) which reduced the U.S., there are several proposals to reform corporate tax law that are currently under consideration. These proposals include reducing the corporate federal statutory tax rate, broadeningbroadened the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, implementing a territorial regime of taxation, limitinglimited the ability of U.S. corporations to deduct interest expense, modifyingand transitioned to a territorial tax system which allows for the repatriation of foreign tax credit rules, and reducingearnings to the ability to defer U.S. with a 100% federal dividends received deduction prospectively. In addition, U.S. Tax Reform required a one-time transitional tax on offshoreforeign cash equivalents and previously unremitted earnings. Several of the new provisions enacted as part of U.S. Tax Reform require clarification and guidance from the Internal Revenue


Service (IRS) and Treasury Department. These or other changes in the U.S. tax laws could increaseimpact our profits, effective tax rate, which would affect our profitability.and cash flows.
We have substantial operations in Canada, Ireland and the United Kingdom which currently benefit from favorable corporate tax arrangements. We receive substantial tax credits in Canada, from both the Canadian federal and Quebec governments, and the U.K. Any reduction in the availability or amount of these tax credits or increase to tax rates due to tax law changes or outcomes of tax controversies could have a material adverse effect on our profits, cash flow,flows, and effective tax rate.
Currently, theThe OECD has developed an action plan to address concerns regarding base erosion and profit shifting (BEPS). This initiative has resulted in proposed and enacted changes to tax laws in various countries including France, Germany, Luxembourg, Netherlands and the U.K. Future changes to tax laws or interpretation of tax laws resulting from the BEPS project could increase our effective tax rate, which would affect our profitability.
Contract research services create a risk of liability.
As a CRO, we face a range of potential liabilities which may include:
errors or omissions in reporting of study detail in non-clinical studies that may lead to inaccurate reports, which may undermine the usefulness of a study or data from the study, or which may potentially advance studies absent the necessary support or inhibit studies from proceeding to the next level of testing;


risks associated with our possible failure to properly care for our clients' property, such as research models and samples, study compounds, records, work in progress, other archived materials, or goods and materials in transit, while in our possession;
risks that models in our breeding facilities or in facilities that we manage may be infected with diseases that may be harmful and even lethal to them or humans, despite preventive measures contained in our policies for the quarantine and handling of imported animals; and
risks that we may have errors and omissions and/or product liabilities related to our products designed to conduct lot release testing of medical devices, injectable drugs, food, beverages, and home and beauty products (primarily through our Microbial Solutions business), or in the testing of biologics and other services performed by our Biologics business, which could result in us or our clients failing to identify unsafe or contaminated materials.
While we attempt to mitigate these risks through a variety of methods, it is impossible to completely eradicate such risks. In our RMS business, we mitigate these risks to the best of our abilities through our regimen of animal testing, quarantine procedures, and veterinary staff vigilance, through which we seek to control the exposure of animal related disease or infections. In our DSA and Manufacturing businesses, we attempt to reduce these risks by contractual risk transfer provisions entitling us to be indemnified by our clients and subject to a limitation of liability, by insurance maintained by our clients and/or by us, and by various regulatory requirements we must follow in connection with our business.
Contractual risk transfer indemnifications generally do not protect us against liability arising from certain of our own actions, such as negligence or misconduct. We could be materially and adversely affected if we are required to pay damages or bear the costs of defending any claim that is outside any contractual indemnification provision, or if a party does not fulfill its indemnification obligations, or the damage is beyond the scope or level of insurance coverage. We also often contractually indemnify our clients (subject to a limitation of liability), similar to the way they indemnify us, and we may be materially adversely affected if we have to fulfill our indemnity obligations. Furthermore, there can be no assurance that neither we nor a party required to indemnify us will be able to maintain such insurance coverage (either at all or on terms acceptable to us).
Upgrading and integrating our business systems could result in implementation issues and business disruptions.
In recent years, we implemented a project to replacehave been updating and consolidating systems and automating processes in many parts of our numerous legacy business systems at certain sites worldwide with an enterprise wide, integrated enterprise resource planning (ERP) system.a variety of systems. The expansion and ongoing implementation of the ERP system to other international locationssystems may occur at a future date based on value to the business. In general, the process of planning and preparing for these types of integrated, wide-scale implementations is extremely complex and we are required to address a number of challenges including data conversion, system cutover, and user training. Problems in any of these areas could cause operational problems during implementation including delayed shipments, missed sales, billing and accounting errors, and other operational issues.errors. There have been numerous, well-publicized instances of companies experiencing difficulties with the implementation of ERPsimilar large-scale systems, which resulted in negative business consequences.
The drug discovery and development industry has a history of patent and other intellectual property litigation, and we might be involved in costly intellectual property lawsuits.


The drug discovery and development industry has a history of patent and other intellectual property litigation and these lawsuits will likely continue.
In July 2015, IDEXX Laboratories, Inc. and IDEXX Distribution, Inc. (collectively, IDEXX) filed a complaint in the United States District Court for the District of Delaware alleging we have infringed three (3) recently issued patents related to a blood spot sample collection method used in determining the presence or absence of an infectious disease in a population of rodents.  We filed our answer to the complaint on July 21, 2016. In addition, on July 29, 2016, we initiated an inter partes review (IPR) procedure with the United States Patent and Trademark Office challenging the validity of the IDEXX patents. On February 6, 2017, we entered into a settlement agreement with IDEXX, which involved the withdrawal by IDEXX of their complaint and withdrawal by us of the IPR.
Legal proceedings relating to intellectual property are expensive, take significant time, and divert management's attention from other business concerns, whether we win or lose. If we do not prevail in an infringement lawsuit brought against us, we might have to pay substantial damages, including treble damages, and we could be required to stop the infringing activity or obtain a license to use technology on unfavorable terms.


We may not be able to successfully develop and market new services and products.
We may seek to develop and market new services and products that complement or expand our existing business or service offerings. We believe our ability to in-license new technologies from third parties will be critical to our ability to offer new products and services to our customers.clients. Our ability to gain access to technologies that we need for new products and services depends, in part, on our ability to convince inventors and their agents or assignees that we can successfully commercialize their inventions. We cannot guarantee that we will be able to identify new technologies of interest to our customers.clients. Even if we are able to identify new technologies of interest, we may not be able to negotiate license agreements on acceptable terms, or at all. If we are unable to develop new services and products and/or create demand for those newly developed services and products, our future business, results of operations, financial condition, and cash flows could be adversely affected.
The decision by British voters to exit the European Union may adversely affect our business.
The U.K. is currently negotiating the terms of its exit from the European Union (“Brexit”) scheduled for March 29, 2019. In November 2018, the U.K. and the European Union agreed upon a draft Withdrawal Agreement that sets out the terms of the U.K.’s departure, including commitments on citizen rights after Brexit, a financial settlement from the U.K., and a transition period from March 29, 2019 through December 31, 2020 to allow time for a future trade deal to be agreed. On January 15, 2019, the draft Withdrawal Agreement was rejected by the U.K. Parliament creating significant uncertainty about the terms (and timing) under which the U.K. will leave the European Union.
Given the uncertainty concerning the terms of the UK’s departure from the EU, including the possibility of no negotiated agreement, we have formed a committee (comprised of senior managers across our business functions) to address the three main risks: (1) trade and customs, (2) employees and immigration, and (3) strategy and business planning.
In the absence of a future trade deal, the U.K.’s trade with the European Union and the rest of the world would be subject to tariffs and duties set by the World Trade Organization. Additionally, the movement of goods between the U.K. and the remaining member states of the European Union will be subject to additional inspections and documentation checks, leading to possible delays at ports of entry and departure. These changes to the trading relationship between the U.K and European Union would likely result in increased cost of goods imported into and exported from the U.K. and may decrease the profitability of our U.K. and other operations. Additional currency volatility could drive a weaker British pound, which increases the cost of goods imported into our U.K. operations and may decrease the profitability of our U.K. operations. A weaker British pound versus the U.S. dollar also causes local currency results of our U.K. operations to be translated into fewer U.S. dollars during a reporting period. Although efforts are being undertaken to mitigate for risks within our control, other factors outside our control could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.
We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which would harm our business.
Our success depends to a significant extent on the continued services of our senior management and other members of management. James C. Foster, our Chief Executive Officer and President since 1992 and Chairman since 2000, has held various positions with us for four decades. We have noWhile we entered into an employment agreement with Mr. Foster or otherin 2018, most members of our non-European based senior management.management do not have employment agreements. If Mr. Foster or other members of senior management do not continue in their present positions, our business may suffer.
Because of the specialized scientific nature of our business, we are highly dependent upon attracting and retaining qualified scientific, technical, and managerial personnel. While we have a strong record of employee retention, and we strive to reduce the impact of the potential loss of existing employees by having an established organizational talent review process which identifies successors and potential talent needs, there is still significant competition for qualified personnel in the veterinary, pharmaceutical, and biotechnology fields. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key scientific, technical, and managerial personnel in a timely manner, could harm our business.
Our quarterly operating results may vary, which could negatively affect the market price of our common stock.


Our results of operations in any quarter may vary from quarter to quarter and are influenced by such factors as:
changes in the general global economy;
the number and scope of ongoing client engagements;
the commencement, postponement, delay, progress, completion, or cancellation of client contracts in the quarter;
changes in the mix of our products and services;
competitive pricing pressures;
the extent of cost overruns;
holiday buying patterns of our clients;
budget cycles of our clients;
changes in tax laws, rules, regulations, and tax rates in the locations in which we operate;
the timing and charges associated with completed acquisitions and other events;
the financial performance of our venture capital investments;
the occasional extra week (“53rd week”) that we recognize in a fiscal year (and fourth fiscal quarter thereof) due to our fiscal year ending on the last Saturday in December; and
exchange rate fluctuations.
We believe that operating results for any particular quarter are not necessarily a meaningful indication of future results. Nonetheless, fluctuations in our quarterly operating results could negatively affect the market price of our common stock.
Referendum on the United Kingdom’s membership in the European Union (“Brexit”) may adversely affect our business.
On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the European Union (E.U.), referred to as “Brexit.” As a result of the referendum, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the E.U. The decision by referendum to withdraw the U.K. from the E.U. has caused significant


volatility in global stock markets and currency exchange rate fluctuations, including the strengthening of the U.S. dollar against foreign currencies. The execution of Brexit also may create global economic uncertainty, which may cause our customers and potential customers to monitor their costs and reduce their budgets for our products and services. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Given that we conduct a substantial portion of our business in the E.U. and the U.K., these effects of Brexit, among others, could adversely affect our business, business opportunities, results of operations, financial condition, and cash flows.
Our industry has a history of patent and other intellectual property litigation, which can be costly.
Our industry has a history of intellectual property litigation. On July 31, 2015, IDEXX Laboratories, Inc. and IDEXX Distribution, Inc. filed a complaint in the United States District Court for the District of Delaware alleging we infringed three recently issued patents related to a dried blood spot sample collection method used in determining the presence or absence of an infectious disease in a population of rodents. Legal proceedings relating to intellectual property can be expensive, take significant time, and divert management’s attention from other business concerns, regardless of the outcome of the litigation. On February 6, 2017, we entered into a settlement agreement with IDEXX, which involved the withdrawal by IDEXX of their complaint and withdrawal by us of the IPR.
Since we do not expect to pay any cash dividends for the foreseeable future, our shareholders will benefit from an investment in our common stock only if it appreciates in value.
We have not declared or paid any cash dividends on our common stock, and do not anticipate that we will pay any dividends to holders of our common stock for the foreseeable future. Any payment of cash dividends will be at the discretion of our Board of Directors and will depend on our financial condition, capital requirements, legal requirements, earnings and other factors. Consequently, our shareholders should not rely on dividends to receive a return on their investment.
Item 1B.    Unresolved Staff Comments
There are no unresolved comments to be reported in response to Item 1B.
Item 2.    Properties
We own or lease the land and buildings where we have facilities. We own large facilities (facilities over 50,000 square feet) for our DSA businesses in Canada, France, Ireland, Netherlands, Scotland, and the U.S. and lease large facilities in England and the U.S. We own large RMS facilities in Canada, China, France, Germany, Italy, Japan, England, and the U.S. We lease large RMS facilities in China. We own large Manufacturing segment facilities in the U.S. and China. None of our leases is individually material to our business operations. Many of our leases have an option to renew, and we believe that we will be able to successfully renew expiring leases on terms satisfactory to us. We believe that our facilities in each of our reportable segments are adequate for our operations and that suitable additional space will be available when needed. For additional information, see Note 7,9, “Long-Term Debt and Capital Lease Obligations” and Note 13,16, “Commitments and Contingencies” included in Item 8, “Financial Statements and Other Supplementary Data” in this Annual Report on Form 10-K.
Capacity at our Safety Assessment businesses within our DSA segment is primarily based on physical room infrastructure designed towards meeting specific scientific and regulatory requirements. We track room utilization on an ongoing basis and depending on the needs of our clients at given times, we may need to execute on contingent plans for expansion, which average between six and fifteen months to complete.
We may also expand at specific sites in order to accommodate needs resulting from any consolidation strategy. We continue to employ a master site planning strategy to proactively evaluate our real estate needs. In certain circumstances, we dispose of or consolidate operations, which could result in impairment charges. In situations where the associated real estate is leased, and depending on the resolution of these situations, we may be encumbered with the remaining real estate lease obligations.
Item 3.    Legal Proceedings


We are not party to any material legal proceedings, other than ordinary routine litigation incidental to our business that is not material to our business or financial condition.
In May 2013, with the assistance of the law firm of Davis Polk & Wardwell LLP, we commenced an investigation into inaccurate billing with respect to certain government contracts. This issue had been reported to our senior management by a Charles River employee. We promptly reported these matters to the relevant government contracting officers, the Department of Health and Human Services’ Office of the Inspector General, and the Department of Justice, and we are cooperating with these agencies to ensure the proper repayment and resolution of this matter. The investigation confirmed that our RMS business


segment billed the Department of Health and Human Services for certain work that had not been performed with respect to a small subset of our government contracts. It has been determined that when employees regularly assigned to work in research model barrier rooms associated with these contracts were absent, other employees' names would be substituted on time-keeping records associated with the relevant contracts. We billed the government for the hours associated with these substitute employees, despite the fact that, in many cases, these employees did not perform any services in connection with the relevant government contracts. Based on the findings of the investigation to date, we believe that this conduct was limited to our research model facilities in Raleigh, North Carolina, and Kingston, New York. We previously identified approximately $1.5 million of excess amounts billed on these contracts, and recorded a liability for such amount.  Based on our ongoing discussions with the government, we have recorded an additional charge of $0.3 million during the fiscal year 2016. Our best estimate, which totals $1.8 million, may be subject to change based on the terms of any final settlement with the Department of Justice and the Department of Health and Human Services’ Office of the Inspector General. We have already taken appropriate steps to prevent this conduct from recurring, and will consider additional remedial measures following the conclusion of the matter.
In July 2015, IDEXX filed a complaint in the United States District Court for the District of Delaware alleging we have infringed three (3) recently issued patents related to a blood spot sample collection method used in determining the presence or absence of an infectious disease in a population of rodents.  On September 21, 2015, we timely filed a motion to dismiss the complaint on the grounds that all of the claims are directed to unpatentable subject matter and therefore are invalid.  On October 7, 2015, IDEXX filed an amended complaint, which substantially asserted the same patents and infringement allegations as asserted in the original complaint, and on October 26, 2015, we timely filed a motion to dismiss this amended complaint.  The hearing on the motion to dismiss was held on January 12, 2016. On July 1, 2016, the Court issued an opinion denying the motion to dismiss. We filed our answer to the complaint on July 21, 2016. In addition, on July 29, 2016, we initiated an inter partes review (IPR) procedure with the United States Patent and Trademark Office, challenging the validity of the IDEXX patents. On February 6, 2017, we entered into a settlement agreement with IDEXX, which involved the withdrawal by IDEXX of their complaint and withdrawal by us of the IPR.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock began trading on the New York Stock Exchange on June 23, 2000 under the symbol “CRL.” The following table shows the high and low sales prices for our common stock:
Fiscal 2017High Low
First quarter (through January 27, 2017)$82.89
 $75.25
Fiscal 2016High Low
First quarter$81.61
 $65.70
Second quarter87.95
 73.42
Third quarter89.18
 75.54
Fourth quarter84.53
 67.20
Fiscal 2015High Low
First quarter$84.69
 $63.22
Second quarter80.30
 68.59
Third quarter78.50
 63.75
Fourth quarter80.44
 59.99
There were no equity securities that were not registered under the Securities Act of 1933, as amended, sold during fiscal year 2016.2018.
Shareholders
As of January 27, 2017,25, 2019, there were approximately 38092 registered shareholders of the outstanding shares of common stock.
Dividends


We have not declared or paid any cash dividends on shares of our common stock in the past two years and we do not intend to pay cash dividends in the foreseeable future. We currently intend to retain any earnings to finance future operations and expansion.
Issuer Purchases of Equity Securities
The following table provides information relating to our purchases of shares of our common stock during the fourth quarter of 2016:fiscal 2018:

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar
Value of Shares
That May Yet Be
Purchased Under the
Plans or Programs
For the period      (in thousands)
September 25, 2016 to October 22, 2016482
 $83.34
 
 $69,694
October 23, 2016 to November 19, 2016
 
 
 69,694
November 20, 2016 to December 31, 201620
 71.10
 
 69,694
Total502
   
  

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar
Value of Shares
That May Yet Be
Purchased Under the
Plans or Programs
       (in thousands)
September 30, 2018 to October 27, 2018173
 $133.55
 
��$129,105
October 28, 2018 to November 24, 201846
 121.82
 
 129,105
November 25, 2018 to December 29, 2018194
 134.85
 
 129,105
Total413
   
  
In July 2010, our Board of Directors authorized a $500.0 million stock repurchase program, and subsequently approved increases to the program of $250.0 million in fiscal year 2010, $250.0 million in fiscal year 2013, $150.0 million in fiscal year 2014, and $150.0 million in fiscal year 2014,2017, for an aggregate authorization of $1,150.0 million.$1.3 billion. During the fourth quarter of fiscal year 2016,2018, we did not repurchase any shares of common stock under our Rule 10b5-1 Purchase Planstock repurchase program or in open market trading. As of December 29, 2018, we had $129.1 million remaining on the authorized stock repurchase program.
Additionally, our stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, performance sharerestricted stock units, and restricted stockperformance share units in order to satisfy individual minimum statutory tax withholding requirements.


Comparison of 5-Year Cumulative Total Return
The following stock performance graph compares the annual percentage change in the Company’s cumulative total shareholder return on its Common Stock during a period commencing onDecember 31, 201128, 2013 and ending on December 31, 201629, 2018 (as measured by dividing (1) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the measurement period; by (2) the share price at the beginning of the measurement period) with the cumulative total return of the S&P 500 Index and the S&P 500 Health Care Index during such period. The Company has not paid any dividends on the Common Stock, and no dividends are included in the representation of the Company’s performance. The stock price performance on the graph below is not necessarily indicative of future price performance. The graph is not “soliciting material,” is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Information used in the graph was obtained from Standards & Poor’s Institutional Market Services, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Charles River Laboratories International, Inc., The S&P 500 Index Andand
The S&P 500 Health Care Index
chart-4320553e296656aab94.jpg
Fiscal YearFiscal Year
2011 2012 2013 2014 2015 20162013 2014 2015 2016 2017 2018
Charles River Laboratories International, Inc.$100
 $135
 $195
 $235
 $293
 $279
$100
 $121
 $150
 $143
 $205
 $209
S&P 500100
 116
 154
 175
 177
 198
100
 114
 115
 129
 157
 150
S&P 500 Health Care100
 118
 167
 209
 223
 217
100
 125
 134
 130
 159
 169


Item 6.    Selected Consolidated Financial Data
The selected financial data presented below is derived from our audited consolidated financial statements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 7 and “Financial Statements and Supplementary Data” contained in Item 8 of this Annual Report on Form 10-K. Our fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week was included in the fourth quarter of fiscal year 2016, which is occasionally necessary to align with a December 31 calendar year-end. The additional week was included in the fourth quarter.
Fiscal Year
2016 2015 2014 2013 2012Fiscal Year
         2018 2017 2016 2015 2014
(in thousands, except per share amounts)(in thousands, except per share amounts)
Statement of Income Data                  
Total revenue$1,681,432
 $1,363,302
 $1,297,662
 $1,165,528
 $1,129,530
$2,266,096
 $1,857,601
 $1,681,432
 $1,363,302
 $1,297,662
Income from continuing operations, net of income taxes156,086
 152,037
 129,924
 105,416
 102,118
227,218
 125,586
 156,086
 152,037
 129,924
Income (loss) from discontinued operations, net of income taxes280
 (950) (1,726) (1,265) (4,252)1,506
 (137) 280
 (950) (1,726)
Common Share Data                  
Earnings per common share from continuing operations:                  
Basic$3.28
 $3.23
 $2.76
 $2.18
 $2.12
$4.69
 $2.60
 $3.28
 $3.23
 $2.76
Diluted$3.22
 $3.15
 $2.70
 $2.15
 $2.10
$4.59
 $2.54
 $3.22
 $3.15
 $2.70
Other Data                  
Depreciation and amortization$126,658
 $94,881
 $96,445
 $96,636
 $81,275
$161,779
 $131,159
 $126,658
 $94,881
 $96,445
Capital expenditures55,288
 63,252
 56,925
 39,154
 47,534
140,054
 82,431
 55,288
 63,252
 56,925
Balance Sheet Data (as of period end)                  
Cash and cash equivalents$117,626
 $117,947
 $160,023
 $155,927
 $109,685
$195,442
 $163,794
 $117,626
 $117,947
 $160,023
Total assets(1)
2,711,800
 2,068,497
 1,870,578
 1,623,438
 1,577,111
Long-term debt, net and capital leases(1)
1,207,696
 845,997
 740,557
 635,226
 520,712
Total assets3,855,879
 2,929,922
 2,711,800
 2,068,497
 1,870,578
Long-term debt, net and capital leases1,636,598
 1,114,105
 1,207,696
 845,997
 740,557
Redeemable noncontrolling interest14,659
 28,008
 28,419
 20,581
 
18,525
 16,609
 14,659
 28,008
 28,419
         
(1) During the second quarter of 2015, we elected early adoption of Accounting Standards Update (ASU) 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” and applied the changes retrospectively to all prior periods. During the fourth quarter of 2015, we elected early adoption of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” and applied the changes retrospectively to all prior periods. Prior years’ amounts have been updated to conform to current presentation.
Refer to Note 2, “Business Acquisitions”Acquisitions and Divestiture” included in Item 8, “Financial Statements and Other Supplementary Data” in this Annual Report on Form 10-K for additional information concerning the impact of our recent acquisitions.



Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and related notes appearing in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. The following discussion contains forward-looking statements. Actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in Item 1A, “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Certain percentage changes from period over period may not recalculate due to rounding.
Overview
We are a full service, early-stage contract research organization (CRO). For over 70 years, we have been in the business of providing the research models required in research and development of new drugs, devices, and therapies. Over this time, we have built upon our original core competency of laboratory animal medicine and science (research model technologies) to develop a diverse portfolio of discovery and safety assessment services, both Good Laboratory Practice (GLP) and non-GLP, which are ablethat enable us to support our clients from target identification through non-clinical development. We also provide a suite of products and services to support our clients’ manufacturing activities. Utilizing our broad portfolio of products and services enables our clients to create a more flexible drug development model, which reduces their costs, enhances their productivity and effectiveness, and increases speed to market.
Our client base includes all of the major global biopharmaceutical companies, many biotechnology companies, CROs, agricultural and industrial chemical companies, life science companies, veterinary medicine companies, contract manufacturing organizations,companies, medical device companies, and diagnostic and other commercial entities, as well as leading hospitals, academic institutions, and government agencies around the world. We currently operate in over 80 facilities and in approximately 75 facilities in 2320 countries worldwide, which numbers exclude our Insourcing Solutions (IS) sites.
Business Trends
The demand for our products and services increased in fiscal year 2016. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and to access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients have refocused on their drug discovery and early-stage development efforts, after a period of greater emphasis on late-stage programs to bring new drugs to market. In addition, small and mid-size biopharmaceutical clients benefited from the continued strength in the biotechnology funding environment in fiscal year 2016, from capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Academia has also benefited from partnering activities, as large biopharmaceutical companies have increasingly utilized academic research capabilities to broaden the scope of their research activities. Our full service, early-stage portfolio continued to lead to additional client discussions in fiscal year 2016 regarding strategic relationships, where clients seek to outsource larger portions of their early-stage drug research programs to us.
The primary result of these trends was improved demand for our safety assessment services in fiscal year 2016, particularly from biotechnology clients. This improvement led to increased capacity utilization in our safety assessment facilities, with utilization approaching optimal levels. Price also improved moderately in fiscal year 2016, as industry capacity utilization continued to increase. In view of client demand, we expanded our global footprint and reinforced our scientific leadership in safety assessment services by acquiring WRH, Inc. (WIL Research) in April 2016. We also opened small amounts of new capacity in fiscal year 2016, including the re-opening of our Charles River Massachusetts facility. We believe our scientific expertise, quality, and responsiveness remain key criteria when our clients make the decision to outsource to us.
Demand for our products and services that support our clients’ manufacturing activities was also robust in fiscal year 2016. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics Testing Solutions (Biologics) business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. To enhance our ability to support biologic and biosimilar development, we acquired Blue Stream Laboratories, Inc. (Blue Stream) in June 2016.
As our clients continue to pursue their goal of more efficient and effective drug research, they are evaluating outsourcing new areas of their research programs, such as discovery services. We have enhanced our Discovery Services capabilities over the past three years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2016, demand from biotechnology clients was strong for discovery services, but demand from larger biopharmaceutical clients fluctuated, particularly for our early discovery capabilities. We believe this is due to the fact that large biopharmaceutical companies have significant internal discovery capabilities, on which they can choose to rely. In order for large biopharmaceutical clients to


increasingly outsource more work to us, we must continue to demonstrate that our services can augment and accelerate our clients’ drug discovery process. We implemented business changes, including a small site consolidation and realignment of sales strategies, in fiscal year 2016 in our early discovery business to expedite this process. Demand for our in vivodiscovery services continued to increase in fiscal year 2016, and we acquired Agilux Laboratories, Inc. (Agilux) in September 2016 to strengthen our bioanalytical services offering, and reinforce the linkage between our discovery and safety assessment capabilities.
Demand for research models and services improved modestly in fiscal year 2016. We remain confident in the long-term drivers of this business because research models and services remain essential tools for our clients’ drug discovery and early-stage development efforts.
Acquisitions
We continued to make strategic acquisitions designed to expand our portfolio of services to support the drug discovery and early-stage development continuum and position us as a market leader in the outsourced discovery services market. Fiscal year 2016 acquisitions included:
On April 4, 2016, we acquired WIL Research, a provider of safety assessment and contract development and manufacturing (CDMO) services to biopharmaceutical and agricultural and industrial chemical companies worldwide. The acquisition enhanced our position as a leading global early-stage CRO by strengthening our ability to partner with clients across the drug discovery and development continuum. The purchase price for WIL Research was $604.8 million, including assumed liabilities of $0.4 million, and was funded by cash on hand and borrowings on our amended credit facility.
On June 27, 2016, we acquired Blue Stream, an analytical CRO supporting the development of complex biologics and biosimilars. Combining Blue Stream with our existing discovery, safety assessment, and biologics capabilities creates a leading provider with the ability to support biologic and biosimilar development from characterization through clinical testing and commercialization. The purchase price for Blue Stream was $11.7 million, including $3.0 million in contingent consideration, and was subject to certain customary adjustments. The acquisition was funded by borrowings on our revolving credit facility.
On September 28, 2016, we acquired Agilux, a CRO that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic (DMPK) services, and pharmacology services. The acquisition supports our strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stages of drug research through the nonclinical development process. The purchase price for Agilux was $64.9 million in cash and was funded by borrowings on our revolving credit facility.
Segment Reporting
We report our performance inOur three reportable segments:segments are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). We aggregate our operating segments into a reportable segment if (a) they have similar economic characteristics; (b) they are similar in the in the nature of the products or services, nature of the production process, type or class of customer for their products and services, methods used to distribute their products and services and nature of the regulatory environment; and (c) the aggregation helps users better understand our performance.
In the second quarter of 2016, we acquired WIL Research. WIL Research’s safety assessment business is reported in our DSA reportable segment and its CDMO business created a new operating segment, Contract Manufacturing, that is reported as part of our Manufacturing reportable segment. On February 10, 2017, we divested the CDMO business. In addition, amounts due to changes in our market strategy for certain services and resulting information provided to the Chief Operating Decision Maker were reclassified from ourOur RMS reportable segment to our Manufacturing reportable segment, including revenue of $2.8 million and $3.7 million for fiscal years 2015 and 2014, respectively, and operating income of $0.5 million and $0.6 million for fiscal years 2015 and 2014, respectively.
We reported segment results on this basis for all periods presented in this Annual Report on Form 10-K.


The revised reportable segments are as follows:
Research Models and ServicesDiscovery and Safety AssessmentManufacturing Support
Research ModelsDiscovery ServicesMicrobial Solutions
Research Model ServicesSafety AssessmentAvian
Biologics
Contract Manufacturing
Our RMS segment includes the Research Models and Research Model Services businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes three business units:includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered research models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and IS,Insourcing Solutions (IS), which provides colony management of our clients’ research operations (including recruitment, training, staffing, and management services). Our DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. Our Manufacturing reportable segment includes Microbial Solutions, which includesprovides in vitro (non-animal) lot-release testing products, and microbial detection conventional and rapid quality control testing of sterile and non-sterile biopharmaceutical and consumer products, and species identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; Avian Vaccine Services (Avian), which supplies specific-pathogen-free fertile chicken eggs and chickens; and Contract Manufacturing,contract development and manufacturing (CDMO) services, which, until we divested this business on February 10, 2017, specialized inallowed us to provide formulation design and development, manufacturing, and analytical and stability testing for small molecules.
Recent Acquisitions and Divestiture
Our strategy is to augment internal growth of existing businesses with complementary acquisitions. We continued to make strategic acquisitions designed to expand our portfolio of services to support the drug discovery and development continuum and position us as a market leader in the outsourced discovery services market. Our recent acquisitions and divestiture are described below.
On February 13, 2019, we announced that we signed a binding offer to acquire Citoxlab for €448 million in cash (or approximately $510 million based on current exchange rates), subject to customary closing adjustments. Citoxlab is a non-clinical CRO, specializing in regulated safety assessment services, non-regulated discovery services, and medical device testing. With operations in Europe and North America, the proposed acquisition of Citoxlab would further strengthen our position as the leading, global, early-stage CRO by expanding our scientific portfolio and geographic footprint, which would enhance our ability to partner with clients across the drug discovery and development continuum. The proposed transaction is expected to close in the second quarter of 2019, subject to labor consultations, regulatory requirements, and customary closing


conditions. Upon completion of the labor consultations, Citoxlab’s shareholders are expected to enter into a definitive purchase agreement. The proposed acquisition and associated fees are expected to be financed through our existing revolving credit facility and cash. In the event the agreement is terminated under specified circumstances, we may be required to pay a termination fee of €18.2 million. This business is expected to be reported as part of our DSA reportable segment.
On April 3, 2018, we acquired MPI Research, a non-clinical CRO providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. The acquisition enhances our position as a leading global early-stage CRO by strengthening our ability to partner with clients across the drug discovery and development continuum. The purchase price for MPI Research was $829.7 million in cash, subject to certain post-closing adjustments. The acquisition was funded by borrowings on our $2.3 billion credit facility ($2.3B Credit Facility) as well as the issuance of $500.0 million of our senior notes. The MPI Research business is reported as part of our DSA reportable segment.
On January 11, 2018, we acquired KWS BioTest Limited (KWS BioTest), a CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology, inflammatory and infectious diseases. The acquisition enhances our discovery expertise, with complementary offerings that provide our customers with additional tools in the active therapeutic research areas of oncology and immunology. The purchase price for KWS BioTest was $20.3 million in cash, subject to certain post-closing adjustments. In addition to the initial purchase price, the transaction includes aggregate, undiscounted contingent payments of up to £3.0 million (approximately $3.8 million based on recent exchange rates), based on future performance. During the three months ended September 29, 2018, the terms of these contingent payments were amended, resulting in a fixed payment of £2.0 million (approximately $2.5 million based on recent exchange rates), due in the first quarter of fiscal year 2019. The KWS BioTest business is reported as part of our DSA reportable segment.
On August 4, 2017, we acquired Brains On-Line, a leading CRO providing critical data that advances novel therapeutics for the treatment of central nervous system (CNS) diseases. Brains On-Line strategically expands our existing CNS capabilities and establishes us as a single-source provider for a broad portfolio of discovery CNS services. The purchase price for Brains On-Line was $21.3 million in cash. In addition to the initial purchase price, the transaction includes aggregate, undiscounted contingent payments of up to €6.7 million (approximately $7.7 million based on recent exchange rates), based on future performance and due in the first quarter of fiscal year 2019 if achieved. The Brains On-Line business is reported as part of our DSA reportable segment.
On February 10, 2017, we completed the divestiture of our CDMO business to Quotient Clinical Ltd., based in London, England for $75.0 million in proceeds, net of cash, cash equivalents, and working capital adjustments. The CDMO business was acquired in April 2016 as part of the acquisition of WIL Research and was reported in our Manufacturing reportable segment.
Fiscal Quarters
Our fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week was included in the fourth quarter of fiscal year 2016, which is occasionally necessary to align with a December 31 calendar year-end.
Business Trends
The additional week was includeddemand for our products and services increased meaningfully in fiscal year 2018. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and to access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients have continued to increase investments in their drug discovery and early-stage development efforts and have strengthened their relationships with both CROs, like Charles River, and biotechnology companies to assist them in bringing new drugs to market. In addition, small and mid-size biopharmaceutical clients benefited from the continued strength in the fourth quarter.biotechnology funding environment in fiscal year 2018, from capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Our full service, early-stage portfolio continued to lead to additional client discussions and new business opportunities in fiscal year 2018, as clients seek to outsource larger portions of their early-stage drug research programs to us.
The primary result of these trends was robust demand for our Safety Assessment services in fiscal year 2018, particularly from biotechnology clients. As a result of this improvement, our Safety Assessment facilities remained well utilized in fiscal year 2018. In order to accommodate increasing client demand, we continued to open modest amounts of capacity at legacy sites, and gained additional capacity through the acquisition of MPI Research in April 2018. Price also improved slightly in fiscal year 2018, as we believe industry capacity utilization continued to increase, as well. We believe our scientific expertise, quality, and responsiveness remain key criteria when our clients make the decision to outsource to us. As our clients continue to pursue their


goal of more efficient and effective drug research, they are evaluating outsourcing new areas of their research programs, such as discovery services. We have enhanced our Discovery Services capabilities over the past five years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2018, demand in our Discovery Services business also increased meaningfully, driven by biotechnology clients as many of these clients either initiated or continued to work with us on integrated programs and other projects. Our efforts to enhance our sales strategies and become a trusted scientific partner for our clients’ early-stage programs have been successful, and enabled us to attract new clients for our early discovery services, including a growing base of biotechnology clients. Demand from large biopharmaceutical companies also increased. These clients continue to have significant internal discovery capabilities, on which they can choose to rely. In order for large biopharmaceutical clients to increasingly outsource more work to us, we must continue to demonstrate that our services can augment and accelerate our clients’ drug discovery processes. Demand for our in vivo discovery services continued to increase in fiscal year 2018, and we acquired KWS BioTest in January 2018 to enhance our discovery expertise and provide immuno-oncology capabilities to our clients.
Demand for our products and services that support our clients’ manufacturing activities was also robust in fiscal year 2018. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. To support this increased demand, we continue to expand the capacity of our Biologics business.
Demand for our Research Models and Services increased in fiscal year 2018, driven by strong demand for research models in China, higher revenue for research model services, and improved pricing. Demand for research models in China continued to be robust in fiscal year 2018, as clients in this growing market continue to value our high-quality research models and we expanded our geographic footprint. Demand for research models services also improved in fiscal year 2018, particularly for our IS and GEMS businesses. The IS business further benefited from being awarded a five-year, $95.7 million contract from the National Institute of Allergy and Infectious Diseases, or NIAID, which commenced in September 2018. The continued effect of the consolidation of internal infrastructure within our large biopharmaceutical clients and a longer-term trend towards more efficient use of research models has led to reduced demand for research models outside of China. We are confident that research models and services will remain essential tools for our clients’ drug discovery and early-stage development efforts, and the RMS business will continue to be an important source of cash flow generation for us.
Overview of Results of Operations and Liquidity
Revenue for fiscal year 2018 was $2.3 billion compared to $1.9 billion in fiscal year 2017. The 2018 increase as compared to the corresponding period in 2017 was $408.5 million, or 22.0%, and was primarily due to both growth in our DSA and Manufacturing segments, as discussed in the above “Business Trends” section, as well as the recent acquisitions of MPI Research, KWS BioTest, and Brains On-Line. The positive effect of changes in foreign currency exchange rates increased revenue by $23.7 million, or 1.3%, when compared to the corresponding period in 2017.
In fiscal year 2018, our operating income and operating income margin were $331.4 million and 14.6%, respectively, compared with $288.3 million and 15.5%, respectively, in fiscal year 2017. The increase in operating income was primarily due to our recent acquisitions and increased demand from biotechnology and global biopharmaceutical clients. The decrease in operating income margin was primarily due to increased amortization expense and costs related to our recent acquisitions; as well as continued investments to support future growth of the Company, which includes increased investments in personnel (staffing levels and hourly wage increase), facility expansions (primarily in the RMS, Microbial Solutions, and Biologics businesses), and company-wide IT and infrastructure projects. Offsetting the decreases in operating income margin were the realization of improved volume, mix, and pricing across our products and services portfolio as well as the impact of recent productivity initiatives across all businesses.
Net income attributable to common shareholders increased to $226.4 million in fiscal year 2018, from $123.4 million in the corresponding period of 2017. The increase in net income attributable to common shareholders of $103.0 million was primarily due to the increase in operating income discussed above and a lower effective tax rate driven primarily by net benefits of U.S. Tax Reform; partially offset by lower gains on our venture capital and life insurance policy investments, higher interest expense related to higher debt balances to support our recent acquisitions, and the absence of a gain recorded in other income, net on the CDMO divestiture in 2017.
During fiscal year 2018, our cash flows from operations was $441.1 million compared with $318.1 million for fiscal year 2017. The increase was primarily driven by an increase in income from continuing operations and positive changes in operating assets


and liabilities resulting from an increase in our deferred revenue and customer contract deposits as well as improved collections of our receivables.
On March 26, 2018, we amended and restated our credit facility creating a $2.3B Credit Facility. The $2.3B Credit Facility provides for a $750.0 million term loan and a $1.55 billion multi-currency revolving facility. The term loan facility matures in 19 quarterly installments with the last installment due March 26, 2023. The revolving facility matures on March 26, 2023, and requires no scheduled payment before that date. Under specified circumstances, we have the ability to increase the term loan and/or revolving facility by up to $1.0 billion in the aggregate.
On April 3, 2018, we issued $500.0 million of 5.5% Senior Notes (Senior Notes) due in 2026 in an unregistered offering. Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2018.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S.). The preparation of these financial statements requires us to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reported periods and related disclosures. These estimates and assumptions are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on our historical experience, trends in the industry, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
We believe that ourthe application of the followingour accounting policies, each of which require significant judgments and estimates on the part of management, are the most critical to aid in fully understanding and evaluating our reported financial results. Our significant accounting policies are more fully described in Note 1, “Description of Business and Summary of Significant Accounting Policies”, to our consolidated financial statements contained in Item 8, “Financial Statements and Other Supplementary Data” in this Annual Report on Form 10-K.
We believe the following represent our critical accounting policies and estimates used in the preparation of our financial statements:
Revenue Recognition
We recognize revenueRevenue is recognized when, allor as, obligations under the terms of a contract are satisfied, which occurs when control of the following conditions are satisfied: persuasive evidence of an arrangement exists, delivery has occurredpromised products or services have been provided,is transferred to customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer (“transaction price”).
To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the amount to which we expect to be entitled. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Generally, we do not extend payment terms beyond one year. Applying the practical expedient, we do not assess whether a significant financing component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less. None of our contracts contained a significant financing component during fiscal year 2018.
Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is


recognized prospectively. When contract modifications change existing performance obligations, the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.
Product revenue is generally recognized when the customer is fixedobtains control of our product, which occurs at a point in time, and may be upon shipment or determinable, and collectibility is reasonably assured.
upon delivery based on the contractual shipping terms of a contract. Service revenue is generally evidenced by client contracts,recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Depending on which range in duration from a few weeksbetter depicts the transfer of value to a few years and typically take the formcustomer, we generally measure our progress using either cost-to-cost (input method) or right-to-invoice (output method). We use the cost-to-cost measure of an agreed upon rate per unit orprogress when it best depicts the transfer of value to the customer which occurs as we incur costs on our contract, generally related to fixed fee arrangements. Such contracts typically do not contain acceptance provisionsservice contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based uponon the achievementratio of certain study or laboratory testing results.costs incurred to date to the total estimated costs at completion of the performance obligation. The costs calculation includes variables such as labor hours, allocation of overhead costs, research model costs, and subcontractor costs. Revenue is recorded proportionally as costs are incurred. The right-to-invoice measure of agreed uponprogress is generally related to rate per unit contracts, as the extent of progress towards completion is recognizedmeasured based on discrete service or time-based increments, such as services are performed, based upon rates specifiedsamples tested or labor hours incurred. Revenue is recorded in the contract. In cases where


performance spans reporting periods, revenue of fixed fee contracts is recognized as services are performed, measured on the ratio of outputs or performance obligations completedamount invoiced since that amount corresponds directly to the total contractual outputs or performance obligations to be provided. Changes in estimated effort to complete the fixed fee contract are reflected in the period in which the change becomes known. Changes in scopevalue of work are common, especially under long-term contracts, and generally result in a change in contract value. Once the parties have agreed to the changes in scope and renegotiated pricing terms, the contract value is amended and revenue is typically recognized as described above.
Most contracts are terminable by the client, either immediately or upon notice. These contracts often require payment to us of expenses to wind down the project, fees earned to date or, in some cases, a termination fee. Such payments are included in revenues when earned.
We recognize product revenue, net of allowances for estimated returns, rebates and discounts, when title and risk of loss pass to customers. When we sell equipment with specified acceptance criteria, we assess our ability to meet the acceptance criteria in order to determine the timing of revenue recognition. We would defer revenue until completion of customer acceptance testing if we are not able to demonstrate the ability to meet such acceptance criteria.
A portion of our revenue is from multiple-element arrangements that include multiple products and/or services as deliverables in a single arrangement, with each deliverable, or a combination of the deliverables, representing a separate unit of accounting. We allocate revenues to each element in a multiple-element arrangement based upon the relative selling price of each deliverable. Revenue allocated to each deliverable is then recognized when all revenue recognition criteria are met. Judgments as to the identification of deliverables, units of accounting, the allocation of consideration to the deliverable, and the appropriate timing of revenue recognition are critical with respect to these arrangements.
At the inception of each arrangement that includes milestone payments, we evaluate whether each milestone is substantive. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) our performance to achievedate.
Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers” (ASC 606) became effective for us on December 31, 2017 and was adopted using the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from our performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative tomodified retrospective method for all of the deliverables and payment terms within the arrangement. We evaluate factors such as the scientific, clinical, regulatory, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required, and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. If a substantive milestone is achieved and collection of the related receivable is reasonably assured, we recognize revenue related to the milestone in its entirety in the period in which the milestone is achieved. If we were to achieve milestones that we consider substantive under any of our revenue arrangements, we may experience significant fluctuations in our revenue from quarter to quarter and year to year depending on the timing of achieving such substantive milestones. In those circumstances where a milestone iscontracts not substantive, we recognize as revenue, on the date the milestone is achieved, an amount equal to the applicable percentage of the performance period that had elapsedcompleted as of the date of adoption. For contracts that were modified before the milestone was achieved,effective date, we reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the balance being deferredpractical expedient, which did not have a material effect on the cumulative impact of adopting ASC 606. The reported results for fiscal year 2018 reflect the application of ASC 606 guidance while the historical results for fiscal years 2017 and recognized over2016 were prepared under the remaining periodguidance of performance. AsASC 605, “Revenue Recognition” (ASC 605).
The cumulative effect of applying ASC 606 to all contracts with customers that were not completed as of December 31, 2016, we had30, 2017 was immaterial. There is no significant milestones that were deemed substantive.
The Company records shipping charges billed to customersmaterial difference in total revenue and records shipping costs in costthe reporting of revenue (excluding amortization of intangible assets) for all periods presented.during fiscal year 2018 in accordance with ASC 606 when compared to ASC 605.
Income Taxes
We prepare and file income tax returns based on our interpretation of each jurisdiction’s tax laws and regulations. In preparing our consolidated financial statements, we estimate our income tax liability in each of the jurisdictions in which we operate by estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. Significant management judgment is required in assessing the realizability of our deferred tax assets. In performing this assessment, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In making this determination, under the applicable financial accounting standards, we are allowed to consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and the effects of tax planning strategies. In the event that actual results differ from our estimates, we adjust our estimates in future periods and we may need to establish a valuation allowance, which could materially impact our financial position and results of operations.
We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. We evaluate uncertain tax positions on a quarterly basis and consider various factors, that include, but are not limited


to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in process audit activities and changes in facts or circumstances related to a tax position. We adjust the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Our liabilities for uncertain tax positions can be relieved only if the contingency becomes legally extinguished through either payment to the taxing authority or the expiration of the statute of limitations, the recognition of the benefits associated with the position meet the “more-likely-than-not” threshold or the liability becomes effectively settled through the controversy process. We consider matters to be effectively settled once the taxing authority has completed all of its required or expected examination procedures, including all appeals and administrative reviews; we have no plans to appeal or litigate any aspect of the tax position; and we believe that it is highly unlikely that the taxing authority would re-examine the


related tax position. We also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense.
AsOn December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as U.S. Tax Reform. U.S. Tax Reform makes broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax (Transition Tax) on certain unrepatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) subjecting certain foreign earnings to U.S. taxation through base erosion anti-abuse tax (BEAT) and global intangible low-taxed income (GILTI); (vii) creating a new limitation on deductible interest expense; (viii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2016, our non-U.S. subsidiaries’ undistributed foreign earnings included in consolidated2017, and (ix) modifying the officer’s compensation limitation.
Our accounting for the elements of U.S. Tax Reform is complete. We have made an accounting policy election to treat taxes due on the GILTI inclusion as a current period expense. See Note 11, “Income Taxes” for further discussion.
In March 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118).” This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of U.S. Tax Reform pursuant to SAB 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the enactment date of U.S. Tax Reform. This standard is effective upon issuance and we have complied with the amendments.
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The standard allows for reclassification from accumulated other comprehensive income to retained earnings were $704.6 million. As offor the end of fiscal year 2016, our policy with respect tostranded tax effects arising from the undistributed earnings of our non-U.S. subsidiaries is to maintain an indefinite reinvestment assertion as they are required to fund needs outsidechange in the reduction of the U.S. and cannot be repatriatedfederal statutory income tax rate to 21% from 35%. We elected to early adopt this standard in fiscal year 2018 as permitted on a prospective basis, resulting in a manner thatreclassification of $3.3 million from Accumulated other comprehensive income to Retained earnings as a result of remeasuring our deferred tax liabilities related to our pension and other post-retirement benefit plan gains and losses. Our policy is substantially tax-free. This assertion is madeto release material stranded tax effects on a jurisdiction by jurisdiction basis and takes into account the liquidity requirements in both the U.S. and our foreign subsidiaries. If we decide to repatriate funds to the U.S. in the future to execute our growth initiatives or to fund any other liquidity needs, the resulting tax consequences could negatively impact our results of operations through a higher effective tax rate and dilution of our earnings. On December 18, 2015, the U.S. enacted the Consolidated Appropriations Act, which reinstated and extended the controlled foreign corporation look-through rules through the fiscal year 2019. This rule allows us to access Chinese and Canadian cash in a more tax-efficient manner and utilize the cash outside of the U.S. without triggering residual U.S. tax. As such, we are accruing foreign withholding taxes to reflect this change for the years in which the rules are reinstated.specific identification basis.
Goodwill and Intangible Assets
We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of our acquisitions, requires the use of significant judgment with regard to (i) the fair value; and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. We utilize commonly accepted valuation techniques, such as the income approach and the cost approach, as appropriate, in establishing the fair value of intangible assets. Typically, key assumptions include projections of cash flows that arise from identifiable intangible assets of acquired businesses as well as discount rates based on an analysis of our weighted average cost of capital, adjusted for specific risks associated with the assets.
We review definite-lived intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Actual cash flows arising from a particular intangible asset could vary from projected cash flows which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such asset.
During fiscal year 2016, we determined that the carrying values of certain DSA intangible assets were not recoverable and recorded an impairment charge of $1.9 million, which was included in costs of services provided (excluding amortization of intangible assets).
We evaluate goodwill for impairment annually, during the fourth quarter, and when events occur or circumstances change that may reduce the fair value of the asset below its carrying amount. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts. Estimates of future cash flows require assumptions related to revenue and operating income growth, asset-related expenditures, working capital levels and other factors. Different assumptions from those made in our analysis could materially affect projected cash flows and our evaluation of goodwill for impairment.
We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If we elect this option and believe, as a result of the qualitative assessment, that it is more-likely-than-not that


the carrying value of goodwill is not recoverable, the quantitative two-step impairment test is required; otherwise, no further testing is required. Alternatively, we may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. In the first step, we compare the fair value of our reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, then the second step


of the impairment test is performed in order to determine the implied fair value of our goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference.
In fiscal years 2018, 2017 and 2016, 2015 and 2014, we performedelected to perform the quantitative first step of the two-step goodwill impairment test for our reporting units. Fair value was determined by using a weighted combination of a market-based approach and an income approach, as this combination was deemed to be the most indicative of our fair value in an orderly transaction between market participants. Under the market-based approach, we utilized information about our Company as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value our reporting units. Under the income approach, we determined fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit and the rate of return an outside investor would expect to earn.
Our 2016, 20152018, 2017 and 20142016 impairment tests indicated that goodwill was not impaired.
In the second quarter of 2016, we revised the composition of our reportable segments to align with the view of the business following our acquisition of WIL Research. See Note 1, "Description of Business and Summary of Significant Accounting Policies." As a result, goodwill was allocated from our RMS reportable segment to our Manufacturing reportable segment based on the fair value of each business group within its original reporting unit relative to the fair value of that reporting unit. In addition, we completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed.
Valuation and Impairment of Long-Lived Assets
Long-lived assets to be held and used, including property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Factors we consider important which could trigger an impairment review include, but are not limited to, the following:
significant underperformance relative to expected historical or projected future operating results;
significant negative industry or economic trends; or
significant changes or developments in strategy or operations that negatively affect the utilization of our long-lived assets.
Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset, net of any sublease income, if applicable, and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. We measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in our current business model. Significant judgments are required to estimate future cash flows, including the selection of appropriate discount rates and other assumptions. We may also estimate fair value based on market prices for similar assets, as appropriate. Changes in these estimates and assumptions could materially affect the determination of fair value for these assets.
In fiscal 2017, we recognized $17.7 million of asset impairment and accelerated depreciation charges on the RMS facility in Frederick, Maryland in connection with our global RMS restructuring initiatives.
Pension and Other Post-Retirement Benefit Plans
Several of our U.S. and non-U.S. subsidiaries sponsor defined benefit pension and other post-retirement benefit plans. We recognize the funded status of our defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. We measure plan assets and benefit obligations as of the date of our fiscal year end.
The cost and obligations of these arrangements are calculated using many assumptions to estimate the benefits that the employee earns while working, the amount of which cannot be completely determined until the benefit payments cease. Major assumptions used in the accounting for these employee benefit plans include the expected return on plan assets, withdrawal and mortality rates, discount rate, and rate of increase in employee compensation levels. Assumptions are determined based on our data and appropriate market indicators, and are evaluated each year as of the plans’ measurement date. Should any of these assumptions change, they would have an effect on net periodic pension costs and the unfunded benefit obligation.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance.


The discount rate reflects the rate we would have to pay to purchase high-quality investments that would provide cash sufficient to settle our current pension obligations. A 25 basis point change in the discount rate changes the projected benefit obligation by approximately $16 million to $17 million for all our plans.
The rate of compensation increase reflects the expected annual salary increases for the plan participants based on historical experience and the current employee compensation strategy.
In fiscal year 2016,2018, new mortality improvement scales were issued in the U.S. and U.K reflecting a decline in longevity projection from the 20152017 releases that we adopted, which decreased our benefit obligations by $1.3$1.7 million as of December 31, 2016.29, 2018. In fiscal year 2015,2017, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.)U.K. reflecting a decline in longevity projection from the 20142016 releases that we adopted, which decreased our benefit obligations by $3.3$5.2 million as of December 26, 2015.30, 2017.
On January 31, 2019, we commenced the process to terminate The Charles River Laboratories, Inc. Pension Plan (U.S. Pension Plan) and expect to complete the termination process over the next two years. As part of the planned termination, we re-balanced assets to a target asset allocation of 100% fixed income investments. The change in U.S. Pension Plan investments is intended to provide for a better matching of assets to the characteristics of the liabilities. We intend to take further actions to reduce the volatility of the value of pension assets relative to pension liabilities and to settle remaining liabilities. This includes making such contributions to the U.S. Pension Plan as may be necessary to settle all liabilities, including making lump sum distributions to U.S. Pension Plan participants and purchasing annuity contracts to cover vested benefits for participants who decline to elect a lump sum distribution.
Stock-Based Compensation
We grant stock options, restricted stock, restricted stock units (RSUs), and performance share units (PSUs) to employees, and stock options, restricted stock, and restricted stock unitsRSUs to non-employee directors under stock-based compensation plans. We make certain assumptions in order to value and record expense associated with awards made under our stock-based compensation arrangements. Changes in these assumptions may lead to variability with respect to the timing and amount of expense we recognize in connection with share-based payments. Stock-based compensation is recognized as an expense in the consolidated statements of income based on the grant date fair value, adjusted for forfeitures when they occur, over the requisite service period.
Determining the appropriate valuation model and related assumptions requires judgment. The fair value of stock options granted is calculated using the Black-Scholes option-pricing model and the fair value of PSUs is calculatedestimated using a lattice model with a Monte Carlo simulation, both of which require the use of subjective assumptions including volatility and expected term, among others.
Determining the appropriate amount to expense based on the anticipated achievement of PSU’s performance targets requires judgment, including forecasting the achievement of future financial targets. The estimate of expense is revised periodically based on the probability of achieving the required performance targets. The cumulative impact of any changes to our estimates is reflected in the period of change.
We also estimate forfeitures over the requisite service period when recognizing share-based compensation expense based on historical rates and forward looking factors; these estimates are adjusted to the extent that actual forfeitures differ, or are expected to materially differ, from our estimates.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, refer to Note 1, “Description of Business and Summary of Significant Accounting Policies” to our consolidated financial statements contained in Item 8, “Financial Statements and Other Supplementary Data,” in this Annual Report on Form 10-K.


Results of Operations
Fiscal Year 20162018 Compared to Fiscal Year 20152017
Revenue and Operating Income
The following table presentstables present consolidated revenue by type and by reportable segment:
 Fiscal Year      
 2016 2015 $ change % change Impact of FX
          
 (in millions, except percentages)
RMS$494.0
 $470.4
 $23.6
 5.0% (0.2)%
DSA836.6
 612.2
 224.4
 36.7% (2.7)%
Manufacturing350.8
 280.7
 70.1
 25.0% (0.8)%
Total revenue$1,681.4
 $1,363.3
 $318.1
 23.3% (1.5)%
 Fiscal Year    
 2018 2017 $ change % change
 (in millions, except percentages)
Service revenue$1,687.9
 $1,298.3
 $389.6
 30.0%
Product revenue578.2
 559.3
 18.9
 3.4%
Total revenue$2,266.1
 $1,857.6
 $408.5
 22.0%
Revenue
 Fiscal Year      
 2018 2017 $ change % change Impact of FX
 (in millions, except percentages)
RMS$519.7
 $493.6
 $26.1
 5.3% 1.6%
DSA1,316.9
 980.0
 336.9
 34.4% 1.1%
Manufacturing429.5
 384.0
 45.5
 11.9% 1.4%
Total revenue$2,266.1
 $1,857.6
 $408.5
 22.0% 1.3%
The following table presents operating income by reportable segment:
 Fiscal Year    
 2018 2017 $ change % change
 (in millions, except percentages)
RMS$136.5
 $114.6
 $21.9
 19.1%
DSA227.6
 182.8
 44.8
 24.5%
Manufacturing136.2
 123.9
 12.3
 9.9%
Unallocated corporate(168.9) (133.0) (35.9) 27.0%
Total operating income$331.4
 $288.3
 $43.1
 15.0%
The following presents the results from operating income by each of our reportable segments:
RMS
 Fiscal Year      
 2018 2017 $ change % change Impact of FX
 (in millions, except percentages)
Revenue$519.7
 $493.6
 $26.1
 5.3 % 1.6%
Cost of revenue (excluding amortization of intangible assets)319.8
 317.1
 2.7
 0.9 %  
Selling, general and administrative61.8
 60.2
 1.6
 2.7 %  
Amortization of intangible assets1.6
 1.7
 (0.1) (5.4)%  
Operating income$136.5
 $114.6
 $21.9
 19.1 %  
Operating income % of revenue26.3% 23.2% 

 3.1 %  
RMS revenue increased $26.1 million due primarily to higher research model product revenue in China and higher revenue for research model services. Research model services benefited from a large government contract in the IS business and strong client demand in the GEMS business resulting from increased research and development activity conducted across biotechnology, global biopharmaceutical, and academic institutional clients, and the effect of changes in foreign currency exchange rates; partially offset by lower research model product revenue outside of China.
RMS operating income increased $21.9 million compared to the corresponding period in 2017. RMS operating income as a percentage of revenue for fiscal year 20162018 was 26.3%, an increase of 3.1% from 23.2% for the corresponding period in 2017. Operating income and operating income as a percentage of revenue increased $318.1due primarily to lower amount of costs associated


with the realignment of our research model production site in Maryland in 2018 compared to 2017. Restructuring costs (recorded primarily within cost of revenue) incurred during 2017 were $18.1 million, which primarily related to non-cash asset impairments and accelerated depreciation charges. Restructuring costs incurred during 2018 were $2.0 million, which primarily related to cash payments for severance and transition costs. Additionally, operating income and operating income as a percentage of revenue increased due to the increased revenue discussed above; partially offset by continued investments to support future growth, including increased investments in personnel (staffing levels and hourly wage increases), and facility expansions (primarily in China) as well as lower operating income margins on the aforementioned large government contract.
DSA
 Fiscal Year      
 2018 2017 $ change % change Impact of FX
 (in millions, except percentages)
Revenue$1,316.9
 $980.0
 $336.9
 34.4 % 1.1%
Cost of revenue (excluding amortization of intangible assets)903.9
 661.7
 242.2
 36.6 %  
Selling, general and administrative131.2
 105.6
 25.6
 24.3 %  
Amortization of intangible assets54.2
 29.9
 24.3
 81.4 %  
Operating income$227.6
 $182.8
 $44.8
 24.5 %  
Operating income % of revenue17.3% 18.7%   (1.4)%  
DSA revenue increased $336.9 million due primarily to the recent acquisitions of MPI Research, KWS BioTest, and Brains On-Line, which contributed $209.5 million, $8.6 million and $6.0 million to service revenue growth, respectively. Additionally, service revenue increased in both the Safety Assessment and Discovery Services businesses due to demand from both biotechnology and global biopharmaceutical clients and favorable pricing and mix of services. The effect of changes in foreign currency exchange rates also increased revenue.
DSA operating income increased $44.8 million compared to the corresponding period in 2017. DSA operating income as a percentage of revenue for fiscal year 2018 was 17.3%, a decrease of 1.4% from 18.7% for the corresponding period in 2017. The increase to operating income was primarily attributable to contributions from recent acquisitions of MPI Research, KWS BioTest, and Brains On-Line. These increases were partially offset by increased costs to support the growth of the Company, which include costs due to the acquisitions, including a higher service cost base, an increase in compensation, benefits, and other employee-related expenses recorded within both cost of revenue and selling, general, and administrative expense, and higher amortization of intangible assets as substantially all of our acquisitions in fiscal year 2018 are included within the DSA reportable segment. These increased costs collectively decreased operating income as a percentage of revenue in 2018 compared to 2017.
Manufacturing
 Fiscal Year      
 2018 2017 $ change % change Impact of FX
 (in millions, except percentages)
Revenue$429.5
 $384.0
 $45.5
 11.9 % 1.4%
Cost of revenue (excluding amortization of intangible assets)202.3
 177.8
 24.5
 13.8 %  
Selling, general and administrative82.0
 72.5
 9.5
 13.0 %  
Amortization of intangible assets9.0
 9.8
 (0.8) (7.9)%  
Operating income$136.2
 $123.9
 $12.3
 9.9 %  
Operating income % of revenue31.7% 32.3%   (0.6)%  
Manufacturing revenue increased $45.5 million due primarily to higher demand for endotoxin products and species identification services in the Microbial Solutions business, higher service revenue in the Biologics business, higher product revenue in the Avian business, and the effect of changes in foreign currency exchange rates; partially offset by the absence of $1.8 million of service revenue related to the CDMO business.
Manufacturing operating income increased $12.3 million compared to the corresponding period in 2017. Manufacturing operating income as a percentage of revenue for fiscal year 2018 was 31.7%, a decrease of 0.6% from 32.3% for the corresponding period in 2017. The increase to operating income was due primarily to the increase in revenue. This increase was partially offset by increased costs to support the growth of the Company, including increased investments in personnel (staffing


levels and hourly wage increase), facility expansions (primarily in Microbial Solutions and Biologics), and increased investments in technology to support research and development efforts (primarily in Microbial Solutions). Increased costs are recorded in cost of revenue and selling, general, and administrative expenses and these higher costs decreased operating income as a percentage of revenue in 2018 compared to 2017.
Unallocated Corporate
 Fiscal Year    
 2018 2017 $ change % change
 (in millions, except percentages)
Unallocated corporate$168.9
 $133.0
 $35.9
 27.0%
Unallocated corporate costs consist of selling, general and administrative expenses that are not directly related or allocated to the reportable segments. The increase in unallocated corporate costs of $35.9 million is consistent with the allocated selling, general, and administrative expense increases discussed above and are primarily related to an increase in compensation, benefits, and other employee-related expenses and an increase in costs associated with the evaluation and integration of our recent acquisitions to support the growth of the Company. Costs as a percentage of revenue for fiscal year 2018 was 7.5%, an increase of 0.3% from 7.2% for the corresponding period in 2017.
Interest Income Interest income, which represents earnings on cash, cash equivalents, and time deposits remained consistent at $0.8 million and $0.7 million for fiscal years 2018 and 2017, respectively.
Interest Expense Interest expense for fiscal year 2018 was $63.8 million, an increase of $34.0 million, or 23.3%114.2%, compared withto $29.8 million for fiscal year 2015.2017. The increase was due primarily to higher debt to fund our recent acquisitions.
Other Income, Net Other income, net, was $13.3 million for fiscal year 2018, a decrease of $24.5 million, or 64.9%, compared to $37.8 million for fiscal year 2017. The decrease in other income, net was driven by a decrease of $7.0 million in gains recognized related to our venture capital investments, a decrease of $6.0 million in gains related to certain life insurance policies, and the absence of a $10.6 million gain recognized as a result of the CDMO business.
Income Taxes Income tax expense was $54.5 million for fiscal year 2018, a decrease of $116.9 million, compared to $171.4 million for fiscal year 2017. Our effective tax rate was 19.3% for fiscal year 2018, compared to 57.7% for fiscal year 2017. The decrease was primarily driven by the net effects of U.S. Tax Reform, including the reduction of the U.S. federal statutory tax rate from 35% in 2017 to 21% in 2018, as well as the impact of the one-time Transition Tax and change of our assertion of indefinite reinvestment of foreign earnings in 2017. In addition, 2017 includes the impact of the gain on the divestiture of the CDMO business.
Fiscal Year 2017 Compared to Fiscal Year 2016
Revenue and Operating Income
The following tables present consolidated revenue by type and by reportable segment:
 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
Service revenue$1,298.3
 $1,130.7
 $167.6
 14.8%
Product revenue559.3
 550.7
 8.6
 1.6%
Total revenue$1,857.6
 $1,681.4
 $176.2
 10.5%
 Fiscal Year      
 2017 2016 $ change % change Impact of FX
 (in millions, except percentages)
RMS$493.6
 $494.0
 $(0.4) (0.1)% (0.2)%
DSA980.0
 836.6
 143.4
 17.1 % (0.2)%
Manufacturing384.0
 350.8
 33.2
 9.5 % 0.7 %
Total revenue$1,857.6
 $1,681.4
 $176.2
 10.5 % 0.0 %
The following table presents operating income by reportable segment:


 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
RMS$114.6
 $136.4
 $(21.8) (16.0)%
DSA182.8
 135.4
 47.4
 35.0 %
Manufacturing123.9
 104.6
 19.3
 18.5 %
Unallocated corporate(133.0) (138.8) 5.8
 4.2 %
Total operating income$288.3
 $237.6
 $50.7
 21.3 %
The following presents the results from operating income by each of our reportable segments:
RMS
 Fiscal Year      
 2017 2016 $ change % change Impact of FX
 (in millions, except percentages)
Revenue$493.6
 $494.0
 $(0.4) (0.1)% (0.2)%
Cost of revenue (excluding amortization of intangible assets)317.1
 292.8
 24.3
 8.3 %  
Selling, general and administrative60.2
 62.5
 (2.3) (3.7)%  
Amortization of intangible assets1.7
 2.3
 (0.6) (26.1)%  
Operating income$114.6
 $136.4
 $(21.8) (16.0)%  
Operating income % of revenue23.2% 27.6%   (4.4)%  
RMS revenue decreased $0.4 million due to lower research model revenue outside of China, lower service revenue in the RADS business, and the negative effect of changes in foreign currency exchange rates decreasedrates; partially offset by higher research model product revenue by $20.0 million, or 1.5%, when compared to the prior year.
RMS revenue increased $23.6 million due toin China, and higher research model services revenue attributable to the IS and GEMS businesses.
RMS operating income decreased $21.8 million compared to the corresponding period in North America, Europe,2016. RMS operating income as a percentage of revenue for fiscal year 2017 was 23.2%, a decrease of 4.4% from 27.6% for the corresponding period in 2016. Operating income and Japanoperating income as a percentage of revenue decreased due primarily to higher restructuring costs (recorded primarily within cost of revenue) associated with the planned closure of our production facility in Maryland; increased employee compensation costs to support the growth of the business; and increased facility investments in China.
DSA
 Fiscal Year      
 2017 2016 $ change % change Impact of FX
 (in millions, except percentages)
DSA$980.0
 $836.6
 $143.4
 17.1% (0.2)%
Cost of revenue (excluding amortization of intangible assets)661.7
 575.1
 86.6
 15.1%  
Selling, general and administrative105.6
 98.3
 7.3
 7.4%  
Amortization of intangible assets29.9
 27.8
 2.1
 7.6%  
Operating income$182.8
 $135.4
 $47.4
 35.0%  
Operating income % of revenue18.7% 16.2%   2.5%  
DSA revenue increased $143.4 million due primarily to increased demand from mid-tier biotechnology clients and global biopharmaceuticals clients. The Safety Assessment business had higher research modelservice revenue in North America, Europe,as a result of the WIL Research acquisition, which contributed $62.5 million to service revenue growth, as well as growth of the legacy business, including favorable volume, mix of services, and Asia;pricing; and the Discovery Services business had higher service revenue, primarily as a result of the acquisitions of Agilux and Brains On-Line that contributed $28.6 million and $4.9 million to service revenue growth, respectively; partially offset by the negative effect of changes in foreign currency exchange rates.
DSA revenueoperating income increased $224.4$47.4 million duecompared to higher revenuethe corresponding period in the Safety Assessment business, primarily2016. DSA operating income as a resultpercentage of revenue for fiscal year 2017 was 18.7%, an increase of 2.5% from 16.2% for the WIL Research acquisition that contributed $163.5 millioncorresponding period in 2016. The increase to revenue growth, and increased study volume, mix of services, and pricing in our legacy business; and higher revenue in Discovery Services’ In Vivo business, which includesoperating income was due primarily to the contributions from the acquisitions of OncotestWIL Research, Agilux, and Agilux that contributed $14.6 millionBrains On-line. The increase in operating income as a percentage of revenue resulted from the lower restructuring costs


compared to revenue growth;costs incurred in 2016 associated with site consolidations to help improve productivity, lower acquisition costs compared to 2016; partially offset by lower Early Discoveryincreased costs to support the growth of the business primarily relating to compensation, benefits, and other employee-related expenses.
Manufacturing
 Fiscal Year      
 2017 2016 $ change % change Impact of FX
 (in millions, except percentages)
Revenue$384.0
 $350.8
 $33.2
 9.5 % 0.7%
Cost of revenue (excluding amortization of intangible assets)177.8
 169.5
 8.3
 4.9 %  
Selling, general and administrative72.5
 65.1
 7.4
 11.4 %  
Amortization of intangible assets9.8
 11.6
 (1.8) (15.5)%  
Operating income$123.9
 $104.6
 $19.3
 18.5 %  
Operating income % of revenue32.3% 29.8%   2.5 %  
Manufacturing revenue increased $33.2 million due primarily to softerhigher demand from global clients;for endotoxin products in the Microbial Solutions business; increased demand in the Biologics business, which included the acquisition of Blue Stream that contributed $3.5 million to service revenue growth; and the negativepositive effect of changes in foreign currencycurrent exchange rates.
Manufacturing revenue increased $70.1rates; partially offset by the absence of $10.9 million due to higher revenue in the Microbial Solutions business, which includes the acquisition of the Celsis business that contributed $17.9 million to revenue growth; higher revenue in the Biologics business, which includes the Blue Stream acquisition that contributed $4.1 million to revenue growth; higher revenue in the Avian business, primarily due to the acquisition of the Sunrise business that contributed $4.9 million to revenue growth; and Contract Manufacturingservice revenue related to the CDMO servicesbusiness; and lower product revenue in the Avian business.
Manufacturing operating income increased $19.3 million compared to the corresponding period in 2016. Manufacturing operating income as a percentage of WIL Research acquiredrevenue for fiscal year 2017 was 32.3%, an increase of 2.5% from 29.8% for the corresponding period in April 2016 that contributed $12.6 million2016. The increase to operating income and operating income as a percentage of revenue growth;was due primarily to the increase in revenue; partially offset by increased costs to support the negative effectgrowth of changesthe business including an increase in foreign currency exchange rates.compensation, benefits, and other employee-related expenses.
The following table presents consolidated revenue by type:Unallocated Corporate
 Fiscal Year    
 2016 2015 $ change % change
        
 (in millions, except percentages)
Service revenue$1,130.7
 $858.2
 $272.5
 31.7%
Product revenue550.7
 505.1
 45.6
 9.0%
Total revenue$1,681.4
 $1,363.3
 $318.1
 23.3%
 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
Unallocated corporate$133.0
 $138.8
 $(5.8) (4.2)%
Service revenue increased $272.5The decrease in unallocated corporate costs of $5.8 million due to higher revenue in the Safety Assessment business,was primarily as a result of the WIL Research acquisition that contributed $163.5 million to service revenue growth, and increased study volume, mix of services, and pricing in our legacy business; and higher revenue in Discovery Services’ In Vivo business, which includes the acquisitions of Oncotest and Agilux that contributed $14.6 million to revenue growth; Contract Manufacturing revenue related to a decrease in costs associated with the CDMO servicesevaluation and integration of WIL Research acquiredacquisitions, and decrease in April 2016 that contributed $12.6 million to revenue growth; higher revenue in the Biologics business, which includes the Blue Stream acquisition that contributed $4.1 million to revenue growth; and higher research model services revenue in North America, Europe, and Japan;information technology infrastructure related expenses; partially offset by lower Early Discovery revenue due primarily to softer demand from global clients;an increase in compensation, benefits, and the negative effect of changes in foreign currency exchange rates.
Product revenue increased $45.6 million due to higher revenue in Microbial Solutions and Avian, which included the acquisitions of the Celsis and Sunrise businesses, respectively, and in total contributed $22.1 million to product revenue growth; and higher research model revenue in North America, Europe, and Asia; partially offset by the negative effect of changes in foreign currency exchange rates.


Cost of Services Provided and Products Sold (Excluding Amortization of Intangible Assets)
The following table presents consolidated cost of services provided and products sold (excluding amortization of intangible assets) by reportable segment:
 Fiscal Year    
 2016 2015 $ change % change
        
 (in millions, except percentages)
RMS$292.8
 $284.2
 $8.6
 3.0%
DSA572.4
 407.0
 165.4
 40.6%
Manufacturing169.5
 141.0
 28.5
 20.3%
Total cost of services provided and products sold (excluding amortization of intangible assets)$1,034.7
 $832.2
 $202.5
 24.3%
Cost of services provided and products sold (excluding amortization of intangible assets) (Costs) for fiscal year 2016 increased $202.5 million, or 24.3%, compared with fiscal year 2015.other employee-related expenses. Costs as a percentage of revenue for fiscal year 2016 were 61.5%, an increase of 0.5%, from 61.0% for fiscal year 2015.
RMS Costs increased $8.6 million due primarily to the growth of the business, partially offset by cost savings achieved as a result of our efficiency initiatives. RMS Costs as a percentage of revenue for fiscal year 2016 were 59.3%2017 was 7.2%, a decrease of 1.1%, from 60.4%8.3% for fiscal year 2015.
DSA Costs increased $165.4 million due primarily to an increasethe corresponding period in Safety Assessment Costs, which included a higher cost base due to the acquisition of WIL Research, the growth of the legacy business; an increase in Discovery Services Costs, which included a higher cost base due to the acquisitions of Oncotest and Agilux; a charge of $1.9 million related to an impairment of certain intangibles; and a restructuring charge of $9.4 million related to the consolidation of small DSA facilities in the U.S., Ireland, and the U.K.; partially offset by the favorable effect of changes in foreign currency exchange rates. DSA Costs as a percentage of revenue for fiscal year 2016 were 68.4%, an increase of 1.9%, from 66.5% for fiscal year 2015, primarily due to the acquisition of WIL Research.
Manufacturing Costs increased $28.5 million due primarily to an increase in Biologics Costs resulting from the growth of the business and the acquisition of Blue Stream; an increase in Contract Manufacturing Costs related to the CDMO services of WIL Research acquired in April 2016; an increase in Microbial Solutions Costs resulting from the acquisition of Celsis and the growth of the legacy business; and an increase in Avian Costs, primarily due to the acquisition of the Sunrise business; partially offset by $4.1 million due to lower amortization of inventory fair value adjustments related to the Celsis acquisition. Manufacturing Costs as a percentage of revenue for fiscal year 2016 were 48.3%, a decrease of 1.9%, from 50.2% for fiscal year 2015.
The following table presents consolidated cost of services provided and products sold (excluding amortization of intangible assets) by type:
 Fiscal Year    
 2016 2015 $ change % change
        
 (in millions, except percentages)
Cost of services provided$757.7
 $568.2
 $189.5
 33.4%
Cost of products sold277.0
 264.0
 13.0
 4.9%
Total cost of services provided and products sold (excluding amortization of intangible assets)$1,034.7
 $832.2
 $202.5
 24.3%
Cost of services provided increased $189.5 million due to an increase in Safety Assessment Costs, which included a higher cost base due to the acquisition of WIL Research, the growth of the legacy business; an increase in Discovery Services Costs, which included a higher cost base due to the acquisitions of Oncotest and Agilux; a charge of $1.9 million related to an impairment of certain intangibles; a restructuring charge of $9.4 million related to the consolidation of small DSA facilities in the U.S., Ireland, and the U.K.; higher Biologics Costs resulting from the growth of the business and the acquisition of Blue Stream; an increase in Contract Manufacturing Costs related to the CDMO services of WIL Research acquired in April 2016; and increased research model services costs due to growth in the business; partially offset by the favorable effect of changes in foreign currency exchange rates primarily related to the Safety Assessment and Discovery Services businesses.
Cost of products sold increased $13.0 million due primarily to higher Microbial Solutions Costs as a result of the acquisition of Celsis and the growth of the legacy business; higher Avian Costs, primarily due to the acquisition of the Sunrise business; and


higher research model costs due to growth in the business; partially offset by $4.1 million due to lower amortization of inventory fair value adjustments related to the Celsis acquisition and savings associated with global efficiency initiatives in the research models business.
Selling, General and Administrative Expenses
 Fiscal Year    
 2016 2015 $ change % change
        
 (in millions, except percentages)
RMS$62.5
 $62.1
 $0.4
 0.5%
DSA98.3
 69.2
 29.1
 42.0%
Manufacturing65.1
 57.9
 7.2
 12.5%
Unallocated corporate141.6
 111.2
 30.4
 27.4%
Total selling, general and administrative$367.5
 $300.4
 $67.1
 22.3%
Selling, general and administrative expenses (SG&A) for fiscal year 2016 increased $67.1 million, or 22.3%, compared with fiscal year 2015. SG&A as a percentage of revenue for fiscal year 2016 was 21.9%, a decrease of 0.1%, from 22.0% for fiscal year 2015.
The increase in RMS SG&A of $0.4 million was related to an increase of $1.3 million in external consulting and other service expenses; an increase of $0.5 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $0.3 million in compensation, benefits, and other employee-related expenses; and an increase of $0.2 million in stock-based compensation expense; partially offset by a decrease of $0.8 million in severance expense; a decrease of $0.3 million in costs associated with the evaluation and integration of acquisitions; a decrease of $0.2 million in bad debt expense; and a decrease of $0.6 million in other expenses. RMS SG&A as a percentage of revenue for fiscal year 2016 was 12.6%, a decrease of 0.6%, from 13.2% for fiscal year 2015.
The increase in DSA SG&A of $29.1 million was related to an increase of $12.5 million in compensation, benefits, and other employee-related expenses; an increase of $5.9 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $5.7 million in costs associated with the evaluation and integration of acquisitions; an increase of $2.9 million in severance expense; an increase of $1.5 million in external consulting and other service expenses; an increase of $1.3 million in depreciation expense; an increase of $1.2 million in stock-based compensation expense; and an increase of $0.3 million in other expenses; partially offset by a decrease of $2.2 million in bad debt expense. DSA SG&A as a percentage of revenue for fiscal year 2016 was 11.8%, an increase of 0.5%, from 11.3% for fiscal year 2015.
The increase in Manufacturing SG&A of $7.2 million was related to an increase of $6.7 million in compensation, benefits, and other employee-related expenses; an increase of $1.2 million in external consulting and other service expenses; an increase of $1.0 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $0.7 million in stock-based compensation; and an increase of $0.6 million in other expenses; partially offset by a decrease of $1.8 million in severance expense; a decrease of $1.0 million in costs associated with the evaluation and integration of acquisitions; and a decrease of $0.2 million in depreciation expense. Manufacturing SG&A as a percentage of revenue for fiscal year 2016 was 18.6%, a decrease of 2.0%, from 20.6% for fiscal year 2015.
The increase in unallocated corporate SG&A of $30.4 million was related to an increase of $8.0 million in external consulting and other service expenses; an increase of $6.2 million in compensation, benefits, and other employee-related expenses; an increase of $4.8 million in information technology expenses; an increase of $4.0 million in costs associated with the evaluation and integration of acquisitions; an increase of $1.5 million in stock-based compensation; an increase of $1.0 million in depreciation expense; and an increase of $4.9 million in other expenses.
Amortization of Intangible Assets Amortization of intangibles for fiscal year 2016 was $41.7 million, an increase of $17.5 million, or 72.1%, from $24.2 million for fiscal year 2015, due primarily to certain intangibles acquired in connection with the Agilux, Blue Stream, WIL Research, Oncotest, Celsis, and Sunrise acquisitions.2016.
Interest Income Interest income, which represents earnings on held cash, cash equivalents, and time deposits was $0.7 million for fiscal year 2017, a decrease of $0.6 million, or 47.5%, compared to $1.3 million for fiscal year 2016, an increase of $0.3 million, or 26.0%, compared to $1.0 million for fiscal year 2015.2016.
Interest Expense Interest expense for fiscal year 20162017 was $27.7$29.8 million, an increase of $12.6$2.1 million, or 83.8%7.5%, compared to $15.1$27.7 million for fiscal year 2015.2016. The increase was due primarily dueto higher average balances outstanding and higher average interest rates under our $1.65B Credit Facility; partially offset by the increase in fiscal year 2016 attributed to the write-off of a portion of debt issuance costs in connection with the modification of our prior $1.3B Credit Facility, a higher average debt balance outstanding as a result of businessFacility.


acquisitions, a higher average interest rate as a result of a higher leverage ratio, and an increased interest expense related to capital leases.
Other Income, (Expense), Net Other income, (expense), net, was a net other income of $11.9$37.8 million for fiscal year 2016,2017, an increase of $8.9$26.0 million, or 295.5%221.0%, compared to a net other income of $3.0$11.8 million for fiscal year 2015.2016. The increase in other income, (expense), net was driven by the absence of an expense of $10.4 million due to a reversal of the indemnification asset associated with a previous acquisition in the corresponding period in 2015; an increase of $6.5$12.6 million in gains onrecognized related to our venture capital investments, accounted for undera $10.6 million gain recognized as a result of the equity method; adivestiture of the CDMO business, and higher net gain of $2.1 milliongains on life insurance policy investments; a $0.7 million gain on remeasurementinvestments of previously held equity interest in an entity acquired in a step acquisition; and an increase of $0.6 million in other activity; partially offset by the absence of a bargain purchase gain of $9.9 million associated with the acquisition of Sunrise in May 2015; and a $1.5 million charge recorded in connection with the modification of the option to purchase the remaining 13% equity interest in Vital River.$2.0 million.
Income Taxes Income tax expense was $171.4 million for fiscal year 2017, an increase of $104.6 million, compared to $66.8 million for fiscal year 2016, an increase of $23.4 million, compared to $43.4 million for fiscal year 2015.2016. Our effective tax rate was 30.0% in the57.7% for fiscal year 2016,2017, compared to 22.2% in the30.0% for fiscal year 2015.2016. The increase was primarily driven by non-deductible expenses associated with acquisitionsthe one-time Transition Tax mandated by U.S. Tax Reform, the change of our assertion of indefinite reinvestment of foreign earnings, and restructurings. In addition, we recognized a reduction in unrecognizedgain on the divestiture of the CDMO business. These increases are net of decreases relating to the excess tax benefits and related interest of $10.4 millionfrom stock-based compensation due to the expirationadoption of the statute of limitations associated with pre-acquisition tax positions on the forgiveness of debt and a non-taxable bargain purchase gain of $9.9 million associated with the acquisition of Sunrise in the fiscal year 2015.
Fiscal Year 2015 Compared to Fiscal Year 2014
Revenue
The following table presents consolidated revenue by reportable segment:
 Fiscal Year      
 2015 2014 $ change % change Impact of FX
          
 (in millions, except percentages)
RMS$470.4
 $503.7
 $(33.3) (6.6)% (6.3)%
DSA612.2
 538.2
 74.0
 13.7 % (3.4)%
Manufacturing280.7
 255.8
 24.9
 9.7 % (7.6)%
Total revenue$1,363.3
 $1,297.7
 $65.6
 5.1 % (5.3)%
Revenue for fiscal year 2015 increased $65.6 million, or 5.1%, compared with fiscal year 2014. The negative effect of changes in foreign currency exchange rates decreased revenue by $69.4 million, or 5.3%, when compared to the prior period.
RMS revenue decreased $33.3 million due primarily to the negative effect of changes in foreign currency exchange rates. Excluding the impact of foreign exchange rates, RMS revenue decreased slightly due to lower research model services revenue and lower research models revenue in Japan; partially offset by higher research models revenue in North America, China, and Europe.
DSA revenue increased $74.0 million due to higher revenue in the Safety Assessment business, as a result of increased study volume; higher revenue in the Discovery Services business, primarily as a result of the Argenta, BioFocus, ChanTest, and Oncotest acquisitions that contributed $27.0 million to revenue growth; partially offset by the negative effect of changes in foreign currency exchange rates.
Manufacturing revenue increased $24.9 million, as higher revenue for Microbial Solutions and Avian, which include the Celsis and Sunrise acquisitions, respectively, was partially offset by the negative effect of changes in foreign currency exchange rates.
The following table presents consolidated revenue by type:
 Fiscal Year    
 2015 2014 $ change % change
        
 (in millions, except percentages)
Service revenue$858.2
 $797.8
 $60.4
 7.6%
Product revenue505.1
 499.9
 5.2
 1.0%
Total revenue$1,363.3
 $1,297.7
 $65.6
 5.1%
Service revenue increased $60.4 million due to higher revenue in the Safety Assessment business, as a result of increased study volume; and higher revenue in the Discovery Services business, which included the acquisitions of Argenta, BioFocus,


ChanTest, and Oncotest that contributed $27.0 million to service revenue growth; partially offset by lower revenue in our research model services and the negative effect of changes in foreign currency exchange rates.
Product revenue increased $5.2 million due to higher revenue for Microbial Solutions and Avian, which include the acquisitions of Celsis and Sunrise, respectively, that contributed $16.7 million to product revenue growth; higher research models revenue in North America, China, and Europe; partially offset by lower revenue in our research models and the negative effect of changes in foreign currency exchange rates.
Cost of Services Provided and Products Sold (Excluding Amortization of Intangible Assets)
The following table presents consolidated cost of services provided and products sold (excluding amortization of intangible assets) by reportable segment:
 Fiscal Year    
 2015
2014 $ change % change
        
 (in millions, except percentages)
RMS$284.2
 $314.7
 $(30.5) (9.7)%
DSA407.0
 387.3
 19.7
 5.1 %
Manufacturing141.0
 123.0
 18.0
 14.6 %
Total cost of services provided and products sold (excluding amortization of intangible assets)$832.2
 $825.0
 $7.2
 0.9 %
Costs for fiscal year 2015 increased $7.2 million, or 0.9%, compared with fiscal year 2014. Costs as a percentage of revenue for fiscal year 2015 were 61.0%, a decrease of 2.6%, from 63.6% for fiscal year 2014.
RMS costs decreased $30.5 million due primarily to favorable effect of changes in foreign currency exchange rates, cost savings achieved as a result of our efficiency initiatives, and reduced restructuring costs. RMS costs as a percentage of revenue for fiscal year 2015 were 60.4%, a decrease of 2.1%, from 62.5% for fiscal year 2014.
DSA costs increased $19.7 million due primarily to an increase in Discovery Services costs, which included a higher cost base due to the acquisitions of Argenta, BioFocus, ChanTest, and Oncotest; partially offset by the favorable effect of changes in foreign currency exchange rates. Safety Assessment costs increased due to higher costs resulting from the growth of the business, partially offset by the favorable effect of changes in foreign currency exchanges rates. DSA costs as a percentage of revenue for fiscal year 2015 were 66.5%, a decrease of 5.5%, from 72.0% for fiscal year 2014, primarily due to improved operating leverage as a result of increased study volume in our Safety Assessment business.
Manufacturing costs increased $18.0 million due primarily to the Celsis and Sunrise acquisitions, partially offset by the favorable effect of changes in foreign currency exchange rates. Manufacturing costs as a percentage of revenue for fiscal year 2015 were 50.2%, an increase of 2.1%, from 48.1% for fiscal year 2014.
The following table presents consolidated cost of services provided and products sold (excluding amortization of intangible assets) by type:
 Fiscal Year    
 2015 2014 $ change % change
        
 (in millions, except percentages)
Cost of services provided$568.2
 $558.6
 $9.6
 1.7 %
Cost of products sold264.0
 266.4
 (2.4) (0.9)%
Total cost of services provided and products sold (excluding amortization of intangible assets)$832.2
 $825.0
 $7.2
 0.9 %
Cost of services provided increased $9.6 million due to a higher cost base, as a result of the acquisitions of Argenta, BioFocus, ChanTest, and OncotestASU 2016-09, as well as increased Safety Assessment revenues; partially offset by the favorable effectrevaluation of changes in foreign currency exchange rates and lower costs for our research model services as a result of lower revenue.
Cost of products sold decreased $2.4 million dueU.S. net deferred tax liabilities to savings associated with global efficiency initiatives, reduced restructuring costs and the favorable effect of changes in foreign currency exchange rates; partially offset by increased costs as a result of the acquisitions of Sunrise and Celsis.21% based on enacted U.S. Tax Reform.


Selling, General and Administrative Expenses
 Fiscal Year    
 2015 2014 $ change % change
        
 (in millions, except percentages)
RMS$62.1
 $65.7
 $(3.6) (5.5)%
DSA69.2
 63.1
 6.1
 9.7 %
Manufacturing57.9
 48.1
 9.8
 20.4 %
Unallocated corporate111.2
 92.1
 19.1
 20.7 %
Total selling, general and administrative$300.4
 $269.0
 $31.4
 11.7 %
SG&A for fiscal year 2015 increased $31.4 million, or 11.7%, compared with fiscal year 2014. SG&A as a percentage of revenue for fiscal year 2015 was 22.0%, an increase of 1.3%, from 20.7% for fiscal year 2014.
The decrease in RMS SG&A of $3.6 million was related to a decrease of $1.4 million in external consulting and other service expenses; a decrease of $1.2 million in depreciation expense; a decrease of $1.1 million in compensation, benefits and other employee related expenses; and a decrease of $0.4 million in other expenses; partially offset by an increase of $0.5 million in stock-based compensation, primarily related to our annual stock-based grants made in the first quarter of 2015, which included a new retirement vesting provision. RMS SG&A as a percentage of revenue for fiscal year 2015 was 13.2%, an increase of 0.1%, from 13.1% for fiscal year 2014.
The increase in DSA SG&A of $6.1 million was related to an increase of $5.9 million in compensation, benefits and other employee related expenses; an increase of $1.4 million in external consulting and other service expenses; an increase of $0.4 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $0.4 million in bad debt expense; and an increase of $0.3 million in depreciation expense; partially offset by a decrease of $1.8 million in severance expense and a decrease of $0.5 million in other expenses. DSA SG&A as a percentage of revenue for fiscal year 2015 was 11.3%, a decrease of 0.4%, from 11.7% for fiscal year 2014.
The increase in Manufacturing SG&A of $9.8 million was related to an increase of $4.8 million in compensation, benefits and other employee related expenses; an increase of $1.7 million in external consulting and other service expenses; an increase of $1.6 million in severance expense; an increase of $1.0 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $0.9 million in depreciation expense; and an increase of $0.5 million in stock-based compensation, primarily related to our annual stock-based grants made in the first quarter of 2015, which included a new retirement vesting provision; partially offset by a decrease of $0.7 million in other expenses. Manufacturing SG&A as a percentage of revenue for fiscal year 2015 was 20.6%, an increase of 1.8% from 18.8% for fiscal year 2014.
The increase in unallocated corporate SG&A of $19.1 million was related to an increase of $7.3 million in stock-based compensation, primarily related to our annual stock-based grants made in the first quarter of 2015, which included a new retirement vesting provision and the modification of certain stock-based awards as part of executive retirement transitions; an increase of $7.3 million in costs associated with the evaluation and integration of acquisitions and compensation costs related to business acquisitions; an increase of $2.2 million in compensation, benefits and other employee-related expenses; an increase of $2.0 million in external consulting and other service expenses; an increase of $1.9 million in information technology related expenses; and an increase of $0.4 million in other expenses; partially offset by a decrease of $2.0 million in contingent consideration related to business acquisitions.
Amortization of Intangible Assets Amortization of intangibles for fiscal year 2015 was $24.2 million, a decrease of $1.8 million, or 6.7%, from $26.0 million for fiscal year 2014, due primarily to certain intangibles acquired in connection with several Discovery Services and Safety Assessment businesses becoming fully amortized and the effect of changes in foreign currency exchange rates, partially offset by an increase due to recent acquisitions, primarily Argenta, BioFocus, ChanTest, Sunrise, Celsis and Oncotest.
Interest Income Interest income, which represents earnings on held cash, cash equivalents, and time deposits, was $1.0 million for fiscal year 2015, a decrease of $0.2 million, or 9.4%, compared to $1.2 million for fiscal year 2014.
Interest Expense Interest expense for fiscal year 2015 was $15.1 million, an increase of $3.1 million, or 26.1%, compared to $12.0 million for fiscal year 2014. The increase was due primarily to the write-off of a portion of debt issuance costs in connection with the modification of our $970M Credit Facility in April 2015, interest expense related to new capital leases, and overall higher average debt due to additional borrowings related to business acquisitions.
Other Income (Expense), Net Other income (expense), net was net other income of $3.0 million for fiscal year 2015, a decrease of $7.7 million, or 71.9%, compared to net other income of $10.7 million for fiscal year 2014. The decrease in other


income (expense), net was driven by a decrease of $10.4 million due to a reversal of the indemnification asset associated with a pre-acquisition tax position and corresponding unrecognized tax benefit; a decrease of $5.5 million in income from our venture capital investments accounted for under the equity method; and the absence of a noncash gain of $2.1 million related to assets assumed at our Frederick, Maryland, facility following the termination of a customer contract, which was recorded in fiscal year 2014; partially offset by a bargain purchase gain of $9.8 million associated with the acquisition of Sunrise and an increase of $0.5 million from other activity.
Income Taxes Income tax expense was $43.4 million in fiscal year 2015, a decrease of $4.3 million compared to $47.7 million for fiscal year 2014. Our effective tax rate was 22.2% in fiscal year 2015, compared to 26.8% in fiscal year 2014. The decrease was primarily attributable to a $10.4 million reduction in unrecognized tax benefits and related interest due to the expiration of the statute of limitations associated with pre-acquisition tax positions on the forgiveness of debt and a non-taxable bargain purchase gain of $9.8 million associated with the acquisition of Sunrise. These benefits were offset by a tax accrual of $6.6 million of withholding taxes in order to access cash from our Canadian and Chinese operations for use outside of the U.S.
Liquidity and Capital Resources
We currently require cash to fund our working capital needs, pension obligations, capital expansion, acquisitions, and to pay our debt and pension obligations. Our principal sources of liquidity have been our cash flows from operations, supplemented by long-term borrowings. Based on our current business plan, we believe that our existing funds, when combined with cash generated from operations and our access to financing resources, are sufficient to fund our operations for the foreseeable future.
The following table presents our cash, cash equivalents and investments:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in millions)(in millions)
Cash and cash equivalents:      
Held in the U.S. entities$10.6
 $3.6
Held in U.S. entities$67.3
 $30.6
Held in non-U.S. entities107.0
 114.3
128.1
 133.2
Total cash and cash equivalents117.6
 117.9
195.4
 163.8
Investments:      
Held in the U.S. entities
 4.5
Held in non-U.S. entities3.8
 16.0
0.9
 28.5
Total cash, cash equivalents and investments$121.4
 $138.4
$196.3
 $192.3
Borrowings
In April 2015,On March 26, 2018, we amended and restated our $970M Credit Facility, creating a $1.3 billion facility ($1.3B Credit Facility) that provides for a $400.0 million term loan facility and a $900.0 million multi-currency revolving facility. The interest rates applicable to term loans and revolving loans under the Company’s $1.3B Credit Facility were, at our option, equal to either the alternate base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.5% or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, plus an interest rate margin based upon our leverage ratio.
On March 30, 2016, we amended and restated our $1.3B Credit Facility, creating a $1.65 billion credit facility, ($1.65Bcreating our $2.3B Credit Facility)Facility which (1) extendsextended the maturity date for the credit facility and (2) makes certain other amendments in connection with our acquisition of WIL Research.facility. The $1.65B$2.3B Credit Facility provides for up to approximately $1.65 billion in financing, including a $650.0$750.0 million term loan facility and a $1.0$1.55 billion multi-currency revolving facility. The term loan facility matures in 19 quarterly installments with the last installment due March 30, 2021.26, 2023. The revolving facility matures on March 30, 2021,26, 2023, and requires no scheduled payment before that date.
On April 3, 2018, we entered into an indenture (Indenture) with MUFG Union Bank, N.A., in connection with the offering of $500.0 million in aggregate principal amount of the Company’s 5.5% Senior Notes (Senior Notes) due in 2026 in an unregistered offering. Under the terms of the Indenture, interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2018.
Amounts outstanding under our credit facilities and Senior Notes were as follows:
 December 29, 2018 December 30, 2017
 (in millions)
Term loans$731.3
 $601.3
Revolving facility397.5
 501.0
Senior Notes500.0
 
Total$1,628.8
 $1,102.3
Under specified circumstances, we have the ability to increase the term loansloan and/or revolving line of creditfacility by up to $500.0 million$1.0 billion in the aggregate.


Amounts outstanding under the $1.65B Credit Facility were as follows as of December 31, 2016 and December 26, 2015:
 December 31, 2016 December 26, 2015
    
 (in millions)
Term loans$633.8
 $390.0
Revolving credit facility578.8
 446.0
Total$1,212.6
 $836.0
The interest rates applicable to the term loan and revolving loansfacility under the $1.65B$2.3B Credit Facility are, at our option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1%1.0%) or the adjusted LIBOR rate, plus an interest rate margin based upon our leverage ratio.
The intended acquisition of Citoxlab along with the associated fees are expected to be financed through our existing revolving credit facility and cash.
Repurchases of Common Stock
In July 2010,On May 9, 2017, our Board of Directors authorized a $500.0 millionincreased the stock repurchase program, and subsequently approved increases forauthorization by $150.0 million, to an aggregate authorizationamount of $1,150.0 million.$1.3 billion. During fiscal year 2016,2018, we did not repurchase any shares under our authorized stock repurchase program. As of December 31, 2016,29, 2018, we had $69.7$129.1 million remaining on the authorized stock repurchase program. Our stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, PSUs,restricted stock units, and restricted stockperformance share units in order to satisfy individual minimum statutory tax withholding requirements. During fiscal year 2016,2018, we acquired approximately 0.20.1 million shares for $12.3 million.$13.8 million through such netting.


Cash Flows
The following table presents our net cash provided by operating activities:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in millions)(in millions)
Income from continuing operations$156.1
 $152.0
 $129.9
$227.2
 $125.6
 $156.1
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities174.3
 126.6
 126.0
199.1
 186.6
 174.3
Changes in assets and liabilities(30.0) 9.6
 (3.8)14.8
 5.9
 (13.5)
Net cash provided by operating activities$300.4
 $288.2
 $252.1
$441.1
 $318.1
 $316.9
CashNet cash provided by cash flows from operating activities representrepresents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our income from continuing operations for (1) non-cash operating items such as depreciation and amortization, stock-based compensation, deferred income taxes, gains on venture capital investments and gains on bargain purchases,divestiture, and impairment charges, as well as (2) changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations. Net cash provided by operating activities increased from fiscal year 2017 to 2018. The increase was primarily driven by an increase in income from continuing operations and positive changes in operating assets and liabilities resulting from an increase in our deferred revenue (primarily due to a one-time up-front payment received in connection with a strategic agreement), an increase in customer contract deposits, as well as improved collections of our receivables. The increase in net cash provided by operating activities from fiscal year 20152016 to 20162017 was primarily driven by higher income from continuing operations;positive changes in operating assets and an increaseliabilities due to the recognition of a tax payable in non-cash adjustments, primarily an increase in depreciationconnection with U.S. Tax Reform, and amortization as well as stock-based compensation;the timing of our accounts payable and accrued compensation payments. These increases were partially offset by a negative changedecrease in operating assets and liabilities. The increase in cash provided by operating activities from fiscal year 2014 and 2015 was primarily driven by higher income from continuing operations and a positive change in operating assets and liabilities. Our days sales outstanding, which includes deferred revenue as an offset to accounts receivable in the calculation, was 52 days as of December 31, 2016, compared to 51 days as of December 26, 2015, and 52 days as of December 27, 2014.


operations.
The following table presents our net cash used in investing activities:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in millions)(in millions)
Acquisition of businesses and assets, net of cash acquired$(648.5) $(247.7) $(234.3)$(824.9) $(25.0) $(648.5)
Capital expenditures(55.3) (63.3) (56.9)(140.1) (82.4) (55.3)
Investments, net13.7
 (7.1) (5.6)10.7
 (37.2) 7.4
Proceeds from divestiture
 72.5
 
Other, net3.7
 (2.2) (1.2)(0.7) (0.5) 3.7
Net cash used in investing activities$(686.4) $(320.3) $(298.0)$(955.0) $(72.6) $(692.7)
The principalprimary use of cash used in investing activities in fiscal year 2018 related to our acquisitions of MPI Research and KWS BioTest, and our capital expenditures to support the growth of the business; partially offset by proceeds from net investments, which primarily relate to short-term investments held by our U.K. operations. The primary use of cash in fiscal year 2017 related to our capital expenditures to support the growth of the business, net investment activity, and our acquisition of Brains On-Line, partially offset by the proceeds from the divestiture of the CDMO business. The primary use of cash in fiscal year 2016 was related to our acquisitions of WIL Research for $577.4 million, net of cash acquired; Agilux for $62.0 million, net of cash acquired; and Blue Stream for $8.7 million, net of cash acquired; as well as our capital expenditures; partially offset by proceeds from the sale of investments and distributions from venture capital investments, net of purchases. The principal use of cash in fiscal year 2015 was related to our acquisitions of Celsis for $202.0 million, net of cash acquired; Oncotest for $35.2 million, net of cash acquired; and Sunrise for $9.6 million, net of cash acquired; as well as our capital expenditures. The principal use of cash in fiscal year 2014 was primarily related to our acquisitions of Argenta and BioFocus for $182.5 million, net of cash acquired; and ChanTest for $51.1 million, net of cash acquired; as well as our capital expenditures.investments.


The following table presents our net cash provided by (used in) financing activities:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in millions)(in millions)
Proceeds from long-term debt and revolving credit facility$1,044.7
 $492.5
 $298.9
$2,755.0
 $236.8
 $1,044.7
Proceeds from exercises of stock options23.2
 39.3
 73.7
37.7
 38.9
 23.2
Payments on long-term debt, revolving credit facility, and capital lease obligations(656.6) (417.3) (194.5)(2,201.0) (372.4) (656.6)
Payments on debt financing costs(18.3) 
 (3.7)
Purchase of treasury stock(12.3) (117.5) (122.0)(13.8) (106.9) (12.3)
Other, net(8.2) 7.5
 5.3
(1.5) (4.9) (14.5)
Net cash provided by financing activities$390.8
 $4.5
 $61.4
Net cash provided by (used in) financing activities$558.1
 $(208.5) $380.8
For fiscal year 2018, net cash provided by financing activities reflected the incremental proceeds from the refinancing of our previous $1.65 Billion Credit Facility to the $2.3 Billion Credit Facility and the proceeds from our $500.0 million Senior Notes. Subsequent to refinancing our $2.3 Billion Credit Facility, we repaid €300 million of our revolving facility borrowed by a non-U.S. Euro functional currency entity and replaced the borrowing with a $343.3 million U.S. dollar denominated loan. A forward currency contract was then executed to mitigate any foreign currency gains or losses on the $343.3 million U.S. dollar denominated loan. Additionally, proceeds from exercises of employee stock options of $37.7 million; partially offset by payments on debt financing costs of $18.3 million, and treasury stock purchases of $13.8 million made due to the netting of common stock upon vesting of stock-based awards in order to satisfy individual statutory tax withholding requirements. For fiscal year 2017, cash used in financing activities reflected net payments of $135.6 million on long-term debt, revolving credit facility, and capital lease obligations; and treasury stock purchases of $106.9 million made pursuant to our authorized stock repurchase program and the netting of common stock upon vesting of stock-based awards in order to satisfy individual statutory tax withholding requirements; partially offset by proceeds from exercises of employee stock options of $38.9 million. For fiscal year 2016, cash provided by financing activities reflected net borrowings of $388.0 million and proceeds from exercises of employee stock options of $23.2 million; partially offset by treasury stock purchases of $12.3 million due to the netting of common stock upon vesting of stock-based awards in order to satisfy individual minimum statutory tax withholding requirements and other activity. For fiscal year 2015, cash provided by financing activities reflected net borrowings of $75.2 million; proceeds from exercises of employee stock options of $39.3 million, and other activity; partially offset by treasury stock purchases of $117.5 million made pursuant to our authorized stock repurchase program. For fiscal year 2014, cash provided by financing activities reflected net borrowings of $104.4 million; proceeds from exercises of employee stock options of $73.7 million, and other activity; partially offset by treasury stock purchases of $122.0 million made pursuant to our authorized stock repurchase program.


Contractual Commitments and Obligations
Minimum future payments of our contractual obligations as of December 31, 201629, 2018 are as follows:
Payments Due by Period
Total Less than
1 Year
 1 - 3 Years 3 - 5 Years More Than
5 Years
Payments Due by Period
         Total Less than
1 Year
 1 - 3 Years 3 - 5 Years More Than
5 Years
(in millions)(in millions)
Notes payable (1)
$1,212.7
 $24.6
 $89.4
 $1,098.7
 $
$1,628.8
 $28.2
 $103.1
 $997.5
 $500.0
Operating leases (2)
101.3
 23.4
 37.4
 21.4
 19.1
170.1
 25.4
 43.9
 33.9
 66.9
Capital leases43.2
 4.1
 6.5
 4.6
 28.0
40.1
 4.0
 6.6
 5.2
 24.3
Redeemable noncontrolling interest (3)
14.1
 
 14.1
 
 
18.5
 18.5
 
 
 
Venture capital investment commitments (4)
46.6
 29.9
 15.7
 1.0
 
55.7
 39.8
 15.9
 

 
Contingent consideration (5)
3.8
 3.8
 
 
 
Contingent payments (5)
17.7
 3.7
 14.0
 
 
Unconditional purchase obligations (6)
86.2
 79.1
 7.1
 
 
145.9
 106.7
 27.9
 11.3
 
Total contractual cash obligations$1,507.9
 $164.9
 $170.2
 $1,125.7
 $47.1
$2,076.8
 $226.3
 $211.4
 $1,047.9
 $591.2
(1) 
Notes payable includes the principal payments on our debt.debt, which include our $2.3B Credit Facility and our Senior Notes.
(2) 
We lease properties and equipment for use in our operations. In addition to rent, the leases may require us to pay additional amounts for taxes, insurance, maintenance, and other operating expenses. Amounts reflected within the table detail future minimum rental commitments under non-cancellable operating leases, net of income from subleases, for each of the periods presented.
(3) 
The estimated cash obligation for redeemable noncontrolling interest is based on the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value as of December 31, 2016.29, 2018.
(4) 
The timing of the remaining capital commitment payments to venture capital funds is subject to the procedures of the limited liability partnerships and limited liability companies; the above table reflects the earliest possible date the payment can be required under the relevant agreements.
(5) 
In connection with certain business and asset acquisitions, we agreed to make additional payments of upaggregating to $3.8$17.7 million based upon the achievement of certain financial targets.targets in connection with each acquisition. The contingent consideration obligationpayment obligations included in the table above hashave not been probability adjusted or discounted.


(6) 
Unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty.
The above table excludes obligations related to our pension and other post-retirement benefit plans. Refer to Item 8, “Financial Statements and Other Supplementary Data,” in this Annual Report on Form 10-K for more details.
Tax Related Obligations
We excluded liabilities pertaining to uncertain tax positions from our summary of contractual obligations presented above, as we cannot make a reliable estimate of the period of cash settlement with the respective taxing authorities. As of December 31, 2016,29, 2018, we had $24.2$18.8 million of liabilities associated with uncertain tax positions.
Additionally, we excluded federal and state income tax liabilities of $52.1 million from our summary of contractual obligations presented above, relating to the one-time Transition Tax on unrepatriated earnings under U.S. Tax Reform. The Transition Tax will be paid over an eight-year period which started in 2018 and will not accrue interest.
Off-Balance Sheet Arrangements
As of December 31, 2016,29, 2018, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K promulgated under the Exchange Act, except as disclosed below.
Citoxlab
On February 13, 2019, we announced that we signed a binding offer to acquire Citoxlab. In the event the agreement is terminated under specified circumstances, we may be required to pay a termination fee of €18.2 million. Refer to Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for more details.
Venture Capital Investments
We invest in several venture capital funds that invest in start-up companies, primarily in the life sciences industry. Our total commitment to these entitiesthe funds as of December 31, 201629, 2018 was $84.8$124.7 million, of which we had funded $38.2 million.$69.0 million through December 29, 2018. Refer to Note 4,6, “Venture Capital Investments and Marketable Securities,” to our consolidated financial statements contained in Item 8, “Financial Statements and Other Supplementary Data,” in this Annual Report on Form 10-K for further details.
Letters of Credit
Our off-balance sheet commitments related to our outstanding letters of credit as of December 31, 201629, 2018 were $4.9$6.5 million.
Item 7A.    Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in interest rates and currency exchange rates, which could affect our future results of operations and financial condition. We manage our exposure to these risks through our regular operating and financing activities.


Interest Rate Risk
We are exposed to changes in interest rates while conducting normal business operations as a result of ongoing financing activities. As of December 31, 2016,29, 2018, our debt portfolio was comprised primarily of floating interest rate borrowings. A 100-basis point increase in interest rates would increase our annual pre-tax interest expense by approximately $12.1$11.3 million.
Foreign Currency Exchange Rate Risk
We operate on a global basis and have exposure to some foreign currency exchange rate fluctuations for our financial position, results of operations, and cash flows.
While the financial results of our global activities are reported in U.S. dollars, our foreign subsidiaries typically conduct their operations in their respective local currency. The principal functional currencies of the Company’s foreign subsidiaries are the Euro, British Pound, Canadian Dollar, Chinese Yuan Renminbi, and Canadian Dollar.Japanese Yen. During fiscal year 2016,2018, the most significant drivers of foreign currency translation adjustment that the Company recorded as part of other comprehensive income (loss) were the Euro, British Pound, Canadian Dollar, and to a lesser extent, the Chinese Yuan Renminbi and Japanese Yen.Renminbi.
Fluctuations in the foreign currency exchange rates of the countries in which we do business will affect our financial position, results of operations, and cash flows. As the U.S. dollar strengthens against other currencies, particularly as a result of Brexit and other recent developments, the value of our non-U.S. revenue, expenses, assets, liabilities, and cash flows will generally decline when reported in U.S. dollars. The impact to net income as a result of a U.S. dollar strengthening will be partially mitigated by the value of non-U.S. expense,expenses, which will also decline when reported in U.S. dollars. As the U.S. dollar weakens versus other currencies, the value of the non-U.S. revenue, and expenses, assets, liabilities, and cash flows will generally increase when reported in U.S. dollars. For fiscal year 2016,2018, our revenue would


have decreasedincreased by approximately $65.9$81.8 million and our operating income would have decreasedincreased by approximately $2.8$7.0 million, respectively, if the U.S. dollar exchange rate would havehad strengthened by 10%, with all other variables held constant.
We attempt to minimize this exposure by using certain financial instruments in accordance with our overall risk management and our hedge policy. We do not enter into speculative derivative agreements.
During fiscal year 2016,2018, we utilizedentered into foreign exchange forward contracts principally to hedge certain balance sheet exposures resulting fromlimit our foreign currency fluctuations.exposure related to both intercompany loans and a U.S. dollar denominated loan borrowed by a non-U.S. Euro functional currency entity under our Credit Facility. We did not have any foreign currency contracts open related to intercompany loans as of December 29, 2018.


Item 8.    Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Income for fiscal years 2016, 20152018, 2017 and 20142016
Consolidated Statements of Comprehensive Income for fiscal years 2016, 20152018, 2017 and 20142016
Consolidated Balance Sheets as of December 31, 201629, 2018 and December 26, 201530, 2017
Consolidated Statements of Cash Flows for fiscal years 2016, 20152018, 2017 and 20142016
Consolidated Statements of Changes in Equity for fiscal years 2016, 20152018, 2017 and 20142016


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Charles River Laboratories International, Inc.:
In our opinion,Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Charles River Laboratories International, Inc. and its subsidiaries (the “Company”) as of December 29, 2018 and December 30, 2017, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 29, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 29, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Charles River Laboratories International, Inc. and its subsidiaries atthe Company as of December 31, 201629, 2018 and December 26, 2015,30, 2017, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 201629, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016,29, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MPI Research and KWS BioTest from its assessment of internal control over financial reporting as of December 29, 2018 because they were acquired by the Company in purchase business combinations during 2018. We have also excluded MPI Research and KWS BioTest from our audit of internal control over financial reporting. MPI Research and KWS BioTest are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5.4% and 9.6% respectively, of the related consolidated financial statement amounts as of and for the year ended December 29, 2018.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and


dispositions of the assets of the company; (ii) 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 (iii) 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. from its assessment of internal control over financial reporting as of December 31, 2016 because they were acquired by the Company during 2016. We have also excluded WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. from our audit of internal control over financial reporting. WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. are wholly-owned subsidiaries whose total assets and total revenues represent 7.8 percent and 11.1 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 14, 201713, 2019

We have served as the Company’s auditor since 1999.



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
Service revenue$1,130,733
 $858,244
 $797,765
$1,687,941
 $1,298,298
 $1,130,733
Product revenue550,699
 505,058
 499,897
578,155
 559,303
 550,699
Total revenue1,681,432
 1,363,302
 1,297,662
2,266,096
 1,857,601
 1,681,432
Costs and expenses:          
Cost of services provided (excluding amortization of intangible assets)757,732
 568,227
 558,578
1,150,371
 867,014
 760,439
Cost of products sold (excluding amortization of intangible assets)277,034
 263,983
 266,424
275,658
 289,669
 277,034
Selling, general and administrative367,548
 300,414
 269,033
443,854
 371,266
 364,708
Amortization of intangible assets41,699
 24,229
 25,957
64,830
 41,370
 41,699
Operating income237,419
 206,449
 177,670
331,383
 288,282
 237,552
Other income (expense):          
Interest income1,314
 1,043
 1,154
812
 690
 1,314
Interest expense(27,709) (15,072) (11,950)(63,772) (29,777) (27,709)
Other income (expense), net11,897
 3,008
 10,721
Other income, net13,258
 37,760
 11,764
Income from continuing operations, before income taxes222,921
 195,428
 177,595
281,681
 296,955
 222,921
Provision for income taxes66,835
 43,391
 47,671
54,463
 171,369
 66,835
Income from continuing operations, net of income taxes156,086
 152,037
 129,924
227,218
 125,586
 156,086
Income (loss) from discontinued operations, net of income taxes280
 (950) (1,726)1,506
 (137) 280
Net income156,366
 151,087
 128,198
228,724
 125,449
 156,366
Less: Net income attributable to noncontrolling interests1,601
 1,774
 1,500
2,351
 2,094
 1,601
Net income attributable to common shareholders$154,765
 $149,313
 $126,698
$226,373
 $123,355
 $154,765
Earnings (loss) per common share     
     
Earnings per common share     
Basic:          
Continuing operations attributable to common shareholders$3.28
 $3.23
 $2.76
$4.69
 $2.60
 $3.28
Discontinued operations$0.01
 $(0.02) $(0.04)$0.03
 $
 $0.01
Net income attributable to common shareholders$3.29
 $3.21
 $2.72
$4.72
 $2.60
 $3.29
Diluted:          
Continuing operations attributable to common shareholders$3.22
 $3.15
 $2.70
$4.59
 $2.54
 $3.22
Discontinued operations$0.01
 $(0.02) $(0.04)$0.03
 $
 $0.01
Net income attributable to common shareholders$3.23
 $3.13
 $2.66
$4.62
 $2.54
 $3.23
          
     
     
     
     
Weighted-average number of common shares outstanding:     
Basic47,947
 47,481
 47,014
Diluted49,018
 48,564
 47,958
          
          
          
          
          
          
          
          
          
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
Net income$156,366
 $151,087
 $128,198
$228,724
 $125,449
 $156,366
Other comprehensive income (loss):          
Foreign currency translation adjustment and other(73,243) (61,982) (48,955)(28,305) 78,084
 (73,243)
Cumulative translation adjustment related to intercompany loan forgiveness
 (2,341) 
Pension and other post-retirement benefit plans (Note 10):     
Prior service cost and gains (losses) arising during the period(60,678) (302) (42,236)
Amortization of net gains (losses) and prior service benefit included in net periodic pension cost1,711
 2,617
 1,234
Pension and other post-retirement benefit plans (Note 12):     
Prior service cost and (losses) gains arising during the period(1,659) 36,593
 (60,678)
Amortization of net loss and prior service benefit included in net periodic cost for pension and other post-retirement benefit plans2,477
 3,344
 1,711
Comprehensive income, before income taxes24,156
 89,079
 38,241
201,237
 243,470
 24,156
Income tax expense (benefit) related to items of other comprehensive income
(Note 8)
(12,369) 530
 (9,897)
Less: Income tax (benefit) expense related to items of other comprehensive income
(Note 10)
(1,892) 7,954
 (12,369)
Comprehensive income, net of income taxes36,525
 88,549
 48,138
203,129
 235,516
 36,525
Less: Comprehensive income (loss) related to noncontrolling interests, net of income taxes(24) 537
 1,044
1,398
 3,128
 (24)
Comprehensive income attributable to common shareholders, net of income taxes$36,549
 $88,012
 $47,094
$201,731
 $232,388
 $36,549
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

December 31, 2016 December 26, 2015December 29, 2018 December 30, 2017
Assets      
Current assets:      
Cash and cash equivalents$117,626
 $117,947
$195,442
 $163,794
Trade receivables, net364,050
 270,068
472,248
 430,016
Inventories95,833
 93,735
127,892
 114,956
Prepaid assets34,315
 30,198
53,447
 36,544
Other current assets45,008
 47,286
48,807
 81,315
Total current assets656,832
 559,234
897,836
 826,625
Property, plant and equipment, net755,827
 677,959
932,877
 781,973
Goodwill787,517
 438,829
1,247,133
 804,906
Client relationships, net320,157
 213,374
537,945
 301,891
Other intangible assets, net74,291
 67,430
72,943
 67,871
Deferred tax assets28,746
 40,028
23,386
 22,654
Other assets88,430
 71,643
143,759
 124,002
Total assets$2,711,800
 $2,068,497
$3,855,879
 $2,929,922
Liabilities, Redeemable Noncontrolling Interest and Equity      
Current liabilities:      
Current portion of long-term debt and capital leases$27,313
 $17,033
$31,416
 $30,998
Accounts payable68,485
 36,675
66,250
 77,838
Accrued compensation93,471
 72,832
137,212
 101,044
Deferred revenue127,731
 81,343
145,139
 117,569
Accrued liabilities84,470
 89,494
106,925
 89,780
Other current liabilities26,500
 12,544
71,280
 44,460
Current liabilities of discontinued operations1,623
 1,840

 1,815
Total current liabilities429,593
 311,761
558,222
 463,504
Long-term debt, net and capital leases1,207,696
 845,997
1,636,598
 1,114,105
Deferred tax liabilities55,717
 48,223
143,635
 89,540
Other long-term liabilities159,239
 89,062
179,121
 194,815
Long-term liabilities of discontinued operations5,771
 7,890

 3,942
Total liabilities1,858,016
 1,302,933
2,517,576
 1,865,906
Commitments and contingencies (Notes 2, 7, 9, 10, 13, and 17)
 
Commitments and contingencies (Notes 2, 9, 11, 12, and 16)
 
Redeemable noncontrolling interest14,659
 28,008
18,525
 16,609
Equity:      
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding
 

 
Common stock, $0.01 par value; 120,000 shares authorized; 86,301 shares issued and 47,363 shares outstanding as of December 31, 2016 and 85,464 shares issued and 46,698 shares outstanding as of December 26, 2015863
 855
Common stock, $0.01 par value; 120,000 shares authorized; 48,210 shares issued and 48,209 shares outstanding as of December 29, 2018 and 87,495 shares issued and 47,402 shares outstanding as of December 30, 2017482
 875
Additional paid-in capital2,477,371
 2,397,960
1,447,512
 2,560,192
Retained earnings165,303
 10,538
42,096
 288,658
Treasury stock, at cost, 38,938 shares and 38,766 shares as of December 31, 2016 and December 26, 2015, respectively(1,553,005) (1,540,738)
Treasury stock, at cost, 1 and 40,093 shares as of December 29, 2018 and December 30, 2017, respectively(55) (1,659,914)
Accumulated other comprehensive loss(253,764) (135,548)(172,703) (144,731)
Total equity attributable to common shareholders836,768
 733,067
1,317,332
 1,045,080
Noncontrolling interests2,357
 4,489
Noncontrolling interest2,446
 2,327
Total equity839,125
 737,556
1,319,778
 1,047,407
Total liabilities, redeemable noncontrolling interest and equity$2,711,800
 $2,068,497
$3,855,879
 $2,929,922
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
Cash flows relating to operating activities          
Net income$156,366
 $151,087
 $128,198
$228,724
 $125,449
 $156,366
Less: Income (loss) from discontinued operations, net of income taxes280
 (950) (1,726)1,506
 (137) 280
Income from continuing operations, net of income taxes156,086
 152,037
 129,924
227,218
 125,586
 156,086
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization126,658
 94,881
 96,445
161,779
 131,159
 126,658
Amortization of debt issuance costs and discounts2,831
 2,380
 1,725
Stock-based compensation43,642
 40,122
 31,035
47,346
 44,003
 43,642
Deferred income taxes1,945
 2,689
 7,060
(9,702) 28,254
 1,945
Gain on venture capital investments(10,284) (3,823) (9,301)(15,928) (22,867) (10,284)
Gain on bargain purchase16
 (9,837) 
Gain on divestiture
 (10,577) 
Impairment charges
 17,239
 6,717
Other, net9,499
 168
 (982)15,613
 (666) 5,629
Changes in assets and liabilities:          
Trade receivables, net(52,780) (16,963) (28,088)(21,196) (48,279) (52,780)
Inventories(4,021) 3,364
 (2,956)(13,338) (17,838) (4,021)
Other assets(6,215) 850
 (5,145)
Accounts payable22,076
 1,174
 4,599
(12,732) 34
 22,076
Accrued compensation9,298
 8,414
 13,631
31,616
 3,666
 9,298
Long-term payable on Transition Tax (Notes 5 and 11)(8,974) 61,038
 
Deferred revenue14,580
 6,274
 22,244
36,072
 (8,466) 14,580
Accrued liabilities(11,487) 14,069
 8,284
Taxes payable and prepaid taxes(1,800) (3,906) (7,090)
Other liabilities331
 (3,659) (9,253)
Customer contract deposits28,115
 
 
Other assets and liabilities, net(24,749) 15,788
 (2,647)
Net cash provided by operating activities300,375
 288,234
 252,132
441,140
 318,074
 316,899
Cash flows relating to investing activities          
Acquisition of businesses and assets, net of cash acquired(648,482) (247,651) (234,267)(824,868) (25,012) (648,482)
Capital expenditures(55,288) (63,252) (56,925)(140,054) (82,431) (55,288)
Purchases of investments(40,248) (34,235) (26,648)
Proceeds from sale of investments and distributions from venture capital investments53,954
 27,072
 21,000
Purchases of investments and contributions to venture capital investments(25,125) (46,217) (40,248)
Proceeds from sale of investments35,849
 9,128
 47,652
Proceeds from divestiture
 72,462
 
Other, net3,694
 (2,221) (1,150)(805) (516) 3,694
Net cash used in investing activities(686,370) (320,287) (297,990)(955,003) (72,586) (692,672)
Cash flows relating to financing activities          
Proceeds from long-term debt and revolving credit facility1,044,666
 492,514
 298,920
2,755,028
 236,856
 1,044,666
Proceeds from exercises of stock options23,197
 39,367
 73,688
37,657
 38,870
 23,197
Payments on long-term debt, revolving credit facility, and capital lease obligations(656,636) (417,331) (194,536)(2,201,003) (372,435) (656,636)
Payments on debt financing costs(18,337) 
 (3,659)
Purchase of treasury stock(12,267) (117,478) (122,018)(13,846) (106,909) (12,267)
Other, net(8,234) 7,476
 5,360
(1,440) (4,858) (14,545)
Net cash provided by financing activities390,726
 4,548
 61,414
Net cash provided by (used in) financing activities558,059
 (208,476) 380,756
Discontinued operations          
Net cash used in operating activities from discontinued operations(2,056) (1,876) (1,081)(3,735) (1,809) (2,056)
Effect of exchange rate changes on cash and cash equivalents(2,996) (12,695) (10,379)
Net change in cash and cash equivalents(321) (42,076) 4,096
Cash and cash equivalents, beginning of period117,947
 160,023
 155,927
Cash and cash equivalents, end of period$117,626
 $117,947
 $160,023
     
     
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(9,474) 11,234
 (2,996)
Net change in cash, cash equivalents, and restricted cash30,987
 46,437
 (69)
Cash, cash equivalents, and restricted cash, beginning of period166,331
 119,894
 119,963
Cash, cash equivalents, and restricted cash, end of period$197,318
 $166,331
 $119,894
          
          
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)


Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
Supplemental cash flow information:          
Cash and cash equivalents$195,442
 $163,794
 $117,626
Restricted cash included in Other current assets465
 592
 532
Restricted cash included in Other assets1,411
 1,945
 1,736
Cash, cash equivalents, and restricted cash, end of period$197,318
 $166,331
 $119,894
     
Cash paid for income taxes$42,868
 $24,436
 $29,704
$67,600
 $60,377
 $42,868
Cash paid for interest$22,756
 $11,101
 $10,199
$47,540
 $27,417
 $22,756
Non-cash investing and financing activities:          
Capitalized interest$4
 $424
 $1,032
Additions to property, plant and equipment, net$5,333
 $6,720
 $4,355
$18,212
 $38,199
 $5,333
Assets acquired under capital lease$1,335
 $10,281

$18,690
$1,473
 $722

$1,335
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
     
     
     
     
     
     
     
     
     
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands)


Common stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock 
Total Equity
Attributable
to Common
Shareholders
 
Noncontrolling
Interests
 
Total
Equity
Common stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock 
Total Equity
Attributable
to Common
Shareholders
 
Noncontrolling
Interest
 
Total
Equity
Shares Amount Shares Amount Shares Amount Shares Amount 
December 28, 201382,523
 $825
 $2,206,155
 $(265,473) $5,357
 34,969
 $(1,305,880) $640,984
 $3,093
 $644,077
Net income
 
 
 126,698
 
 
 
 126,698
 645
 127,343
Other comprehensive loss
 
 
 
 (79,604) 
 
 (79,604) (14) (79,618)
Adjustment of redeemable noncontrolling interest to fair value
 
 (7,425) 
 
 
 
 (7,425) 
 (7,425)
Tax benefit associated with stock issued under employee compensation plans
 
 4,301
 
 
 
 
 4,301
 
 4,301
Issuance of stock under employee compensation plans1,980
 20
 73,574
 
 
 
 
 73,594
 
 73,594
Acquisition of treasury shares
 
 
 
 
 2,207
 (117,380) (117,380) 
 (117,380)
Stock-based compensation
 
 31,035
 
 
 
 
 31,035
 
 31,035
December 27, 201484,503
 845
 2,307,640
 (138,775) (74,247) 37,176
 (1,423,260) 672,203
 3,724
 675,927
Net income
 
 
 149,313
 
 
 
 149,313
 936
 150,249
Other comprehensive loss
 
 
 
 (61,301) 
 
 (61,301) (171) (61,472)
Adjustment of redeemable noncontrolling interest to fair value
 
 183
 
 
 
 
 183
 
 183
Tax benefit associated with stock issued under employee compensation plans
 
 10,608
 
 
 
 
 10,608
 
 10,608
Issuance of stock under employee compensation plans961
 10
 39,407
 
 
 
 
 39,417
 
 39,417
Acquisition of treasury shares
 
 
 
 
 1,590
 (117,478) (117,478) 
 (117,478)
Stock-based compensation
 
 40,122
 
 
 
 
 40,122
 
 40,122
December 26, 201585,464
 855
 2,397,960
 10,538
 (135,548) 38,766
 (1,540,738) 733,067
 4,489
 737,556
85,464
 $855
 $2,397,960
 $10,538
 $(135,548) 38,766
 $(1,540,738) $733,067
 $4,489
 $737,556
Net income
 
 
 154,765
 
 
 
 154,765
 924
 155,689

 
 
 154,765
 
 
 
 154,765
 924
 155,689
Other comprehensive loss
 
 
 
 (118,216) 
 
 (118,216) (154) (118,370)
 
 
 
 (118,216) 
 
 (118,216) (154) (118,370)
Dividends declared to noncontrolling interests
 
 
 
 
 
 
 
 (2,902) (2,902)
Dividends declared to noncontrolling interest
 
 
 
 
 
 
 
 (2,902) (2,902)
Adjustment of redeemable noncontrolling interest to fair value
 
 1,690
 
 
 
 
 1,690
 
 1,690

 
 1,690
 
 
 
 
 1,690
 
 1,690
Purchase of additional equity in redeemable noncontrolling interest

 
 1,593
 
 
 
 
 1,593
 
 1,593

 
 1,593
 
 
 
 
 1,593
 
 1,593
Tax benefit associated with stock issued under employee compensation plans
 
 9,274
 
 
 
 
 9,274
 
 9,274

 
 9,274
 
 
 
 
 9,274
 
 9,274
Issuance of stock under employee compensation plans837
 8
 23,212
 
 
 
 
 23,220
 
 23,220
837
 8
 23,212
 
 
 
 
 23,220
 
 23,220
Acquisition of treasury shares
 
 
 
 
 172
 (12,267) (12,267) 
 (12,267)
 
 
 
 
 172
 (12,267) (12,267) 
 (12,267)
Stock-based compensation
 
 43,642
 
 
 
 
 43,642
 
 43,642

 
 43,642
 
 
 
 
 43,642
 
 43,642
December 31, 201686,301
 $863
 $2,477,371
 $165,303
 $(253,764) 38,938
 $(1,553,005) $836,768
 $2,357
 $839,125
86,301
 863
 2,477,371
 165,303
 (253,764) 38,938
 (1,553,005) 836,768
 2,357
 839,125
                   
                   
Net income
 
 
 123,355
 
 
 
 123,355
 1,179
 124,534
Other comprehensive income
 
 
 
 109,033
 
 
 109,033
 
 109,033
Dividends declared to noncontrolling interest
 
 
 
 
 
 
 
 (1,209) (1,209)
Issuance of stock under employee compensation plans1,194
 12
 38,818
 
 
 
 
 38,830
 
 38,830
Acquisition of treasury shares
 
 
 
 
 1,155
 (106,909) (106,909) 
 (106,909)
Stock-based compensation
 
 44,003
 
 
 
 
 44,003
 
 44,003
December 30, 201787,495
 875
 2,560,192
 288,658
 (144,731) 40,093
 (1,659,914) 1,045,080
 2,327
 1,047,407
Net income
 
 
 226,373
 
 
 
 226,373
 1,550
 227,923
Other comprehensive loss
 
 
 
 (24,642) 
 
 (24,642) 
 (24,642)
Reclassification due to adoption of ASU 2018-02 (See Note 1)
 
 
 3,330
 (3,330) 
 
 
 
 
Adjustment due to adoption of ASU 2016-01 (see Note 1)
 
 
 1,424
 
 
 
 1,424
 
 1,424
Dividends declared to noncontrolling interest
 
 
 
 
 
 
 
 (1,431) (1,431)
Adjustment of redeemable noncontrolling interest to redemption value
 
 (2,069) 
 
 
 
 (2,069) 
 (2,069)
Issuance of stock under employee compensation plans936
 9
 37,657
 
 
 
 
 37,666
 
 37,666
Acquisition of treasury shares
 
 
 
 
 129
 (13,846) (13,846) 
 (13,846)
Retirement of treasury shares(40,221) (402) (1,195,614) (477,689) 
 (40,221) 1,673,705
 
 
 
Stock-based compensation
 
 47,346
 
 
 
 
 47,346
 
 47,346
December 29, 201848,210
 $482
 $1,447,512
 $42,096
 $(172,703) 1
 $(55) $1,317,332
 $2,446
 $1,319,778
                                      
                                      
                                      
                                      
See Notes to Consolidated Financial Statements.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Charles River Laboratories International, Inc. (the Company), together with its subsidiaries, is a full service, early-stage contract research organization (CRO). The Company has built upon its core competency of laboratory animal medicine and science (research model technologies) to develop a diverse portfolio of discovery and safety assessment services, both Good Laboratory Practice (GLP) and non-GLP, which are ablethat enable the Company to support its clients from target identification through non-clinical development. The Company also provides a suite of products and services to support its clients’ manufacturing activities.
Principles of Consolidation
The Company’s consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation.
The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week was included in the fourth quarter of fiscal year 2016, which is occasionally necessary to align with a December 31 calendar year-end. The additional week was included in the fourth quarter.
Reclassifications
Certain reclassifications have been made toin the consolidated statements of income for prior year statementsperiods to conform to the current year presentation. These reclassifications have no impact on period reported net income or cash flow.See “Newly Adopted Accounting Pronouncements” below for further discussion.
Segment Reporting
The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). The Company aggregates its operating segments into aCompany’s RMS reportable segment if (a) they have similar economic characteristics; (b) theyincludes the Research Models and Research Model Services businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered research models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services). The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are similar non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in the in the nature of thevitro (non-animal) lot-release testing products, or services, nature of the production process, type or class of customer for theirmicrobial detection products, and services, methods used to distribute their productsspecies identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and services and nature of the regulatory environment; and (c) the aggregation helps users better understand the Company’s performance.
During the second quarter of 2016, the Company acquired WRH, Inc. (WIL Research), a provider of safety assessmentchickens; and contract development and manufacturing (CDMO) services. WIL Research’s safety assessmentservices, which, until the Company divested this business is reported in the Company’s DSA reportable segment and its CDMO business created a new operating segment, Contract Manufacturing, that is reported as part of the Company’s Manufacturing reportable segment. Onon February 10, 2017, the Company divested the CDMO business. In addition, amounts dueallowed it to changes in the Company’s market strategyprovide formulation design and development, manufacturing, and analytical and stability testing for certain services and resulting information provided to the Chief Operating Decision Maker were reclassified from the Company’s RMS reportable segment to its Manufacturing reportable segment, including revenue of $2.8 million and $3.7 million for fiscal years 2015 and 2014, respectively, and operating income of $0.5 million and $0.6 million for fiscal years 2015 and 2014, respectively. The Company reported segment results on this basis for all periods presented.
The revised reportable segments are as follows:small molecules.
Research Models and ServicesDiscovery and Safety AssessmentManufacturing Support
Research ModelsDiscovery ServicesMicrobial Solutions
Research Model ServicesSafety AssessmentAvian
Biologics
Contract Manufacturing
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Use of Estimates
The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP) requires that the Company makesmake estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.
Cash and Cash Equivalents
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash equivalents include money market funds, time deposits and other investments with remaining maturities at the purchase date of three months or less.
Investments
Marketable securities are reported at fair value. Realized gainsGains and losses on marketable securities are included in other income, (expense), net and are determined using the specific identification method. Unrealized gains and losses on available-for-sale marketable securities are included in accumulated other comprehensive income (loss). Time deposits with original maturities of greater than three months are reported as investments.
Trade Receivables, Net
The Company records trade receivables net of an allowance for doubtful accounts. An allowance for doubtful accounts is established based on historical collection information, a review of major client accounts receivable balances and current economic conditions in the geographies in which it operates. Amounts determined to be uncollectible are charged or written off against the allowance.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments and trade receivables. The Company places cash and cash equivalents and investments in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. No single client accounted for more than 5% of revenue or trade receivables for the periods ended December 31, 201629, 2018 and December 26, 2015.30, 2017.
Fair Value Measurements
The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires certain disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy:
Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;access,
Level 2 - Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves, and foreign currency spot rates;rates,
Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The fair value hierarchy level is determined by asset liability and redeemable noncontrolling interest class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter.
Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash equivalents - Valued at market prices determined through third-party pricing services;
Mutual funds - Valued at the unadjusted quoted net asset value of shares held by the Company;
Foreign currency forward contracts - Valued using readilymarket observable market inputs, such as forward foreign exchange points and foreign exchanges rates;
Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments;
Debt instruments - The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book value of the Company’s 5.5% Senior Notes (Senior Notes) due in 2026, which are fixed rate debt carried at amortized cost, approximates fair value based on quoted market prices and on borrowing rates available to the Company; and
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes;
Redeemable noncontrolling interest - Valued using the income approach based on estimated future cash flows of the underlying business discounted by a weighted average cost of capital.outcomes.
Inventories
Inventories are stated at the lower of cost or net realizable value. CostInventory value is determinedbased on the averagestandard cost method for the small model business and first-in-first-outall businesses except for the Company’s large model and Microbial Solutions businesses.Avian business, which is based on an average cost. Standard costs are trued-up to reflect actual cost. For the small model business, cost includes direct materials such as feed and bedding, costs of personnel directly involved in the care of the models, and an allocation of facility overhead. For the large model business, cost is primarily the external cost paid to acquire the model. Certain businesses value inventory based on standard costs, which are periodically compared to and adjusted to actual costs. Inventory costs are charged to cost of revenue in the period the products are sold to an external party. The Company analyzes its inventory levels on a quarterly basis and writes down inventory that is determined to be damaged, obsolete or otherwise unmarketable, with a corresponding charge to cost of products sold.
Property, Plant and Equipment, Net
Property, plant and equipment, net, including improvements that significantly add to productive capacity or extend useful life, are carried at cost and are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring, or periodic repairs and maintenance activities related to property, plant and equipment is expensed as incurred. In addition, the Company capitalizes certain internal use computer software development costs. Costs incurred during the preliminary project stage are expensed as incurred, while costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs related to software obtained for internal use are expensed as incurred.
Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset.
The Company generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follow:
 Estimated
Useful Lives
 (in years)
LandIndefinite
Buildings20 - 40
Machinery and equipment3 - 20
Furniture and fixtures5 - 10
Computer hardware and software3 - 8
Vehicles3 - 5
Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Capital lease assets are amortized over the lease term, however, if ownership is transferred by the end of the capital lease, or there is a bargain purchase option, such capital lease assets are amortized over the useful life that would be assigned if such assets were owned.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

When the Company disposes of property, plant and equipment, it removes the associated cost and accumulated depreciation from the related accounts on its consolidated balance sheet and includes any resulting gain or loss in its consolidated statement of income.
Business Acquisitions
The Company accounts for acquisitions as business combinations under the acquisition method of accounting. The Company allocates the amounts that it pays for each acquisition to the assets it acquires and liabilities it assumes based on their fair values at the dates of acquisition, including identifiable intangible assets. The Company bases the fair value of identifiable intangible assets acquired in a business combination on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contingent Consideration
The consideration for the Company’s acquisitions often includes future payments that are contingent upon the occurrence of a particular event. The Company records an obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and thusthe likelihood of making related payments. The Company revalues these contingent consideration obligations each reporting period. Changes in the fair value of the contingent consideration obligations are recognized in the Company’s consolidated statements of income as a component of selling, general and administrative expenses. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and changes in the assumed probabilities of successful achievement of certain financial targets.
Discount rates in the Company’s valuation models represent a measure of the credit risk associated with settling the liability. The period over which the Company discounts its contingent obligations is typically based on when the contingent payments would be triggered. These fair value measurements are based on significant inputs not observable in the market. See Note 5,7, “Fair Value.”
Goodwill and Intangible Assets
Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchaseacquisition method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts.
The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative two-step impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. In the first step, the Company compares the fair value of its reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the Company’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.
Definite-lived intangible assets, including client relationships, are amortized over the pattern in which the economic benefits of the intangible assets are utilized and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset, which requires the use of customer attribution rates and other assumptions. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values.
Valuation and Impairment of Long-Lived Assets
Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable.
Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Long-lived assets to be disposed of are carried at fair value less costs to sell.
Venture Capital Investments
The Company invests in several venture capital funds that invest in start-up companies, primarily in the life sciences industry. The Company’s ownership interest in these funds ranges from 0.7%less than 1% to 12.0%. The Company accounts for suchthe investments in limited liability partnerships (LLP)(LPs), which are variable interest entities, under the equity or cost method of accounting. For publicly-held investments in the LPs, the Company adjusts for changes in fair market value based on reported share holdings at the end of each fiscal quarter. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LLPs’LPs’ economic performance. The Company accounts for the investments in limited liability companies, which are not variable interest entities, under the equity method of accounting.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under the equity method of accounting, the Company’s portion of the investment gains and losses, as reported in the fund’s financial statements on a quarterly lag each reporting period, is recorded in other income, (expense), net.net in the accompanying consolidated statements of income. In addition, the Company adjusts the carrying value of these investments to reflect its estimate of changes to fair value since the fund’s financial statements are based on information from the fund’s management team, market prices of known public holdings of the fund and other information.
Under the cost method of accounting, the Company’s investment is initially measured at cost, with distributions recognized in other income (expense), net. Distributions received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. The Company reviews its cost method investments to determine whether a decline in fair value below the cost basis is other-than-temporary. If the decline in fair value is determined to be other-than-temporary, the cost basis of the investment is written down to fair value.
Life Insurance Contracts
Investments in life insurance contracts are recorded at cash surrender value. The initial investment at the transaction price is recognized and remeasured based on fair value of underlying investments or contractual value each reporting period. Investments in and redemptions of these life insurance contracts are reported as cash flows from investing activities in the consolidated statement of cash flows. As ofThe Company held 45 and 43 contracts at both December 31, 201629, 2018 and December 26, 2015, the Company held 43 and 42 contracts, respectively,30, 2017, with a face value of $61.4$65.2 million and $60.5$61.4 million, respectively.
Stock-Based Compensation
The Company grants stock options, restricted stock, restricted stock units (RSUs), and performance share units (PSUs) to employees and stock options, restricted stock, and restricted stock unitsRSUs to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated financial statements of income based on the grant date fair value, adjusted for estimated forfeitures when they occur, over the requisite service period.
For stock options, restricted stock and restricted stock unitsRSUs that vest based on service conditions, the Company uses the straight-line method to allocate compensation expense to reporting periods. Where awards are made with non-substantive vesting periods whereand a portion of the award continues to vestsvest after the employee’s eligible retirement, the Company recognizes expense based on the period from the grant date to the date on which the employee is retirement eligible. The Company records the expense for PSU grants subject to performance and/or market conditions using the accelerated attribution method over the remaining service period when management determines that achievement of the performance-based milestone is probable.
The fair value of stock options granted is calculated using the Black-Scholes option-pricing model and the fair value of PSUs is estimated using a lattice model with a Monte Carlo simulation, both of which require the use of subjective assumptions including volatility and expected term, among others. The expected volatility assumption is typically determined using the historical volatility of the Company’s common stock over the expected life of the stock-based award. The expected term is determined using historical option exercise activity. The fair value of restricted stock and restricted stock unitsRSUs is based on the market value of the Company’s common stock on the date of grant.
Revenue Recognition
Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”).
To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Generally, the Company does not extend payment terms beyond one year. Applying the practical expedient, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component during fiscal year 2018.
Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company recognizes revenue when all of the following conditions are satisfied: persuasive evidence of an arrangement exists, delivery has occurred or services have been provided,determines standalone selling prices based on the price toat which the customerperformance obligation is fixed or determinable, and collectibilitysold separately. If the standalone selling price is reasonably assured.
Service revenue is generally evidenced by client contracts, which range in duration from a few weeks to a few years and typically take the form of an agreed upon rate per unit or fixed fee arrangements. Such contracts typically do not contain acceptance provisions based upon the achievement of certain study or laboratory testing results. Revenue of agreed upon rate per unit contracts is recognized as services are performed, based upon rates specified in the contract. In cases whereobservable through past transactions,
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance spans reporting periods,obligations.
Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.
Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Depending on which better depicts the transfer of value to the customer, the Company generally measures its progress using either cost-to-cost (input method) or right-to-invoice (output method). The Company uses the cost-to-cost measure of progress when it best depicts the transfer of value to the customer which occurs as the Company incurs costs on its contract, generally related to fixed fee contractsservice contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is recognized as services are performed, measured based on the ratio of outputs or performance obligations completedcosts incurred to date to the total contractual outputsestimated costs at completion of the performance obligation. The costs calculation includes variables such as labor hours, allocation of overhead costs, research model costs, and subcontractor costs. Revenue is recorded proportionally as costs are incurred. The right-to-invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or performance obligations to be provided. Changes in estimated effort to complete the fixed fee contract are reflectedtime-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the period in which the change becomes known. Changes in scope of work are common, especially under long-term contracts, and generally result in a change in contract value. Once the client has agreedamount invoiced since that amount corresponds directly to the changes in scope and renegotiated pricing terms, the contract value is amended and revenue is typically recognized as described above.
Billing schedules and payment terms are generally negotiated on a contract-by-contract basis. Payments received in excess of revenue recognized are recorded as deferred revenue. As the contracted services are subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of revenue recognized during the period. In other cases, services may be provided and revenue is recognized before the client is invoiced. In these cases, revenue recognized will exceed amounts billed and the difference, representing amounts which are currently unbillable to the customer pursuant to contractual terms, is recorded as an unbilled receivable. Once the client is invoiced, the unbilled receivable is reduced for the amount billed, and a corresponding trade receivable is recorded.
Most contracts are terminable by the client, either immediately or upon notice. These contracts often require payment to the Company of expenses to wind down the project, fees earned to date or, in some cases, a termination fee. Such payments are included in revenues when earned.
The Company recognizes product revenue net of allowances for estimated returns, rebates and discounts when title and risk of loss pass to customers. When the Company sells equipment with specified acceptance criteria, it assesses its ability to meet the acceptance criteria in order to determine the timing of revenue recognition. The Company would defer revenue until completion of customer acceptance testing if it is not able to demonstrate the ability to meet such acceptance criteria.
A portion of the Company’s revenue is from multiple-element arrangements that include multiple products and/or services as deliverables in a single arrangement with each deliverable, or a combination of the deliverables, representing a separate unit of accounting. The Company allocates revenues to each element in a multiple-element arrangement based upon the relative selling price of each deliverable. Revenue allocated to each deliverable is then recognized when all revenue recognition criteria are met. Judgments as to the identification of deliverables, units of accounting, the allocation of consideration to the deliverable, and the appropriate timing of revenue recognition are critical with respect to these arrangements.
At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the Company’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. If a substantive milestone is achieved and collection of the related receivable is reasonably assured, the Company recognizes revenue related to the milestone in its entirety in the period in which the milestone is achieved. In those circumstances where a milestone is not substantive, the Company recognizes as revenue, on the date the milestone is achieved, an amount equal to the applicable percentage of the performance period that had elapsed as of the date the milestone was achieved, with the balance being deferred and recognized over the remaining period of performance. As of December 31, 2016, the Company had no significant milestones that were deemed substantive.
The Company records shipping charges billed to customers in total revenue and records shipping costs in cost of revenue (excluding amortization of intangible assets) for all periods presented.date.
Advertising Costs
Advertising costs are expensed as incurred. For fiscal years 2016, 20152018, 2017 and 2014,2016, advertising costs totaled $1.4$1.9 million, $1.2$1.6 million and $1.3$1.4 million, respectively.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements carrying amounts and their respective tax basis. The Company measures deferred tax assets and liabilities using the enacted tax rates in effect when the temporary differences are expected to be settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in processin-process audit activities and changes in facts or circumstances related to a tax position. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense.
In fiscal year 2018, the Company made an accounting policy election to treat taxes due on the Global Intangible Low-Taxed Income (GILTI) inclusion as a current period expense. See Note 11, “Income Taxes” for further discussion.
Foreign Currency Contracts
Foreign currency contracts are recorded at fair value in the Company’s consolidated balance sheetsheets and are not designated as hedging instruments. Any gains or losses on suchforward contracts associated with intercompany loans are recognized immediately in Other income, net and are largely offset by the remeasurement of the underlying intercompany loan. Any gains or losses on forward contracts associated the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity under the Company’s $2.3B Credit Facility are recognized immediately in otherInterest expense. Gains or losses incurred on the remeasurement of the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity with a different functional currency is recorded in Other income, (expense), net.
Translation of Foreign Currencies
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign exchange rates for the period. Adjustments resulting from the translation of the financial statements of the Company’s foreign operations into U.S. dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss),loss, a separate component of equity.
Pension and Other Post-Retirement Benefit Plans
The Company recognizes the funded status of its defined benefit pension and other post-retirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The Company measures plan assets and benefit obligations as of its fiscal year end.
The key assumptions used to calculate benefit obligations and related pension costs include expected long-term rate of return on plan assets, withdrawal and mortality rates, expected rate of increase in employee compensation levels and a discount rate. Assumptions are determined based on the Company’s data and appropriate market indicators, and evaluated each year as of the plan’s measurement date.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance.
In fiscal year 2016, new mortality improvement scales were issued in the U.S. reflecting a decline in longevity projection from the 2015 releases that the Company adopted, which decreased the Company’s benefit obligations by $1.3 million as of December 31, 2016. In fiscal year 2015,2018, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.) reflecting a decline in longevity projection from the 20142017 releases that the Company adopted, which decreased the Company’s benefit obligations by $3.3$1.7 million as of December 26, 2015.29, 2018. In fiscal year 2017, new mortality improvement scales were issued in the U.S. reflecting a decline in longevity projection from the 2016 releases that the Company adopted, which decreased the Company’s benefit obligations by $5.2 million as of December 30, 2017.
The discount rate reflects the rate the Company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. A 25 basis point change across all discount rates changes the projected benefit obligation by approximately $16 million to $17 million for all Company plans.
The rate of compensation increase reflects the expected annual salary increases for the plan participants based on historical experience and the current employee compensation strategy.
The Company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains or losses and prior service costs or credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.
The Company records the service cost component of the net periodic benefit cost within Cost of services provided and Selling, general, and administrative expenses (within Operating income) and all other components of net periodic benefit cost within Other income, net in the consolidated statements of income.
Earnings Per Share
Basic earnings per share areis calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share is computed using the treasury stock method, assuming the exercise of stock options and the vesting of restricted stock awards, restricted stock units,RSUs, or PSUs, as well as their related income tax effects.
Treasury Shares
The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. The Company accounts for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the existing treasury stock count and total value. Thus, the average cost per share is re-averaged each time shares are acquired. When treasury shares are retired, the Company allocates the excess of the repurchase price over the par value of shares acquired to both retained earnings and additional paid-in-capital. The portion allocated to additional paid-in-capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares issued, to the balance of additional paid-in-capital as of the retirement date.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Newly Adopted Accounting Pronouncements
In July 2015,March 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-11, “Simplifying2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118).” This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the Measurementtax effects of Inventory,” that simplifiesU.S. Tax Reform pursuant to SAB 118, which allows companies to complete the subsequentaccounting under ASC 740 within a one-year measurement period from the enactment date of inventories by replacing the current lower of cost or market test with a lower of cost or net realizable value test. The ASUU.S. Tax Reform. This standard is effective for fiscal years beginning after December 15, 2016,upon issuance and interim periods within those fiscal years. Early adoption is permitted. During the fourth quarter of 2016, the Company adopted this standard, which had no impact on inventories ashas complied with the amendments. The Company’s accounting for the elements of December 31, 2016.U.S. Tax Reform is complete. See Note 11, “Income Taxes” for further discussion.
In August 2014,February 2018, the FASB issued ASU 2014-15, “Disclosure2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Uncertainties about an Entity’s Ability to Continue as a Going Concern.Certain Tax Effects from Accumulated Other Comprehensive Income.” The standard requires managementallows for reclassification from accumulated other comprehensive income to assess if there is substantial doubt about an entity’s abilityretained earnings for the stranded tax effects arising from the change in the reduction of the U.S. federal statutory income tax rate to continue21% from 35%. The Company elected to early adopt this standard in fiscal year 2018 as permitted on a prospective basis, resulting in a reclassification of $3.3 million from Accumulated other comprehensive income to Retained earnings as a going concern within one year after the issuance date and, as applicable, provide additional disclosures on management’s plan to alleviate the substantial doubt. The ASU is effective for fiscal years ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. During the fourth quarterresult of 2016, the Company adopted this standard, which had no impact onremeasuring the Company’s consolidated financial statementsdeferred tax liabilities related to its pension and related disclosures.
Newly Issued Accounting Pronouncementsother post-retirement benefit plan gains and losses. The Company’s policy is to release material stranded tax effects on a specific identification basis.
In JanuaryMarch 2017, the FASB issued ASU 2017-04, “Simplifying2017-07, “Improving the Test for Goodwill Impairment.Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The standard simplifiesrequires an employer to disaggregate the accounting for goodwill impairment by removing Step 2service cost component from the other components of net benefit cost and provides explicit guidance on the presentation of the goodwill impairment test, which requires a hypothetical purchase price allocation.service cost component and the other components of net benefit cost in the statements of income. The ASU is effective for annual or interim goodwill impairment testsCompany adopted this standard in fiscal years beginning after December 15, 2019,year 2018 and should be applied on a prospective basis. Early adoption is permittedthe changes retrospectively to the presentation of the service cost component and the other components of net periodic pension cost in the consolidated statements of income for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.all periods presented as required. The adoption of this standard is not expected to have a materialhad no impact on Net income, however increased Operating income by $0.8 million and $0.1 million during fiscal years 2017 and 2016, respectively. In connection with the consolidated financial statementsimpact of Operating income to the Company’s reportable segments for fiscal year 2017, Research Models and related disclosures.Services (RMS) decreased by $0.1 million, Discovery and Safety Assessment (DSA) decreased by $1.3 million, Manufacturing Support (Manufacturing) decreased by less than $0.1 million, and Unallocated corporate increased by $2.2 million. For fiscal year 2016, Operating income for RMS increased by $0.1 million, DSA decreased by $2.8 million, Manufacturing increased by less than $0.1 million, and Unallocated corporate increased by $2.8 million.
In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business.” The standard clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. EarlyCompany’s adoption is permitted for certain transactions. The Company is still evaluating the impactof this standard willin fiscal year 2018 did not have a significant impact on its consolidated financial statements and related disclosures.
In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” The standard addresses the classification and presentation of restricted cash and restricted cash equivalents within the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory.” The standard requires the immediate recognition of tax effects for an intra-entity asset transfer other than inventory. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. TheCompany’s adoption of this standard isin fiscal year 2018 did not expected to have a materialsignificant impact on the consolidated financial statements and related disclosures.
In AugustJanuary 2016, the FASB issued ASU 2016-15, “Classification2016-01, “Recognition and Measurement of Certain Cash ReceiptsFinancial Assets and Cash Payments.Liabilities.” This standard, including a subsequently issued amendment under ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities”, requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income, simplifies the impairment assessment of certain equity investments, and updates certain presentation and disclosure requirements. The Company adopted this standard in fiscal year 2018, resulting in an increase of $1.9 million to Other assets with a corresponding increase to Retained earnings and Deferred taxes of $1.4 million and $0.5 million, respectively.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard, addressesincluding subsequently issued amendments, collectively referred to Accounting Standard Codification (ASC) 606, “Revenue From Contracts With Customers”, replaced most existing revenue recognition guidance in U.S. GAAP and permits the classificationuse of certain transactions withineither a modified retrospective or cumulative effect transition method. The Company elected the statementmodified retrospective transition method. The standard requires an entity to recognize the amount of cash flows, including cash paymentsrevenue to which it expects to be entitled for debt prepaymentthe transfer of promised goods or debt extinguishmentservices to customers. The Company adopted this standard in fiscal year 2018. See Note 3, “Revenue From Contracts With Customers” for a discussion of the Company’s adoption of this standard and its impact on the consolidated financial statements and related disclosures.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Newly Issued Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computer Arrangement that is a Service Contract.” ASU 2018-15 aligns the requirements for capitalizing implementation costs contingent consideration payments made afterincurred in a business combination, and distributions received from equity method investments.hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for fiscal years beginning after December 15, 2017,2019, and interim periods within those fiscal years.years and will be applied either retrospectively or prospectively. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In March 2016,August 2018, the FASB issued ASU 2016-09, “Improvements2018-14, “Compensation Retirement Benefits - Defined Benefit Plans -General (Subtopic 715-20).” ASU 2018-14 removes the requirements to Employee Share-Based Payment Accounting.disclose the amounts in Accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year and the related party disclosures about the amount of future annual benefits covered by insurance contracts. In addition, the ASU adds the requirement to disclose an explanation for any significant gains and losses related to changes in the benefit obligation for the period. The ASU is effective for fiscal years ending after December 15, 2020 and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.The standard reduces complexityASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in several aspectsunrealized gains and losses included in Other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the accounting for employee share-based compensation, includingreporting period as well as the income tax consequences, classificationrange and weighted average of awards as either equity or liabilities and classification on the statement of cash flows.significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2016,2019, and interim periods within those fiscal years.years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In June 2018, the FASB issued ASU 2018-07, “Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and nonemployees as well as improves financial reporting for share-based payments to nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and will be applied to all new option awards granted after the date of adoption. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. It also creates more transparency around how economic results are presented, both on the face of the financial statements and in the disclosures. In addition, this ASU makes certain targeted improvements to simplify the application of hedge accounting guidance. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. This update applies to all existing hedging relationships on the date of adoption with the cumulative effect of adoption being reflected as of the beginning of the fiscal year of adoption. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This standard is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and will be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard requires a financial asset measured at amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, “Leases.” The standard, including subsequently issued amendments, collectively referred to as ASC 842, “Leases”, established the principles that lessees and lessors will apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. TheThis ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the full impactwill adopt this standard will haveusing a modified retrospective transition approach as applied to leases existing as of or entered into after the adoption date. The implementation team has substantially completed its assessment of the new standard, including a detailed review of the Company’s lease portfolio, and impact on its existing lease accounting policies and newly required financial statement disclosures. In the first quarter of fiscal year 2019, the Company is implementing a new lease accounting system and will enhance certain related business processes and internal controls to support the requirements of the new standard. The adoption of the new standard is expected to result in i) no significant change in the carrying values of assets and liabilities related to its finance leases, previously referred to as capital leases (See Note 9, “Long-Term Debt and Capital Lease Obligations”), ii) derecognition of assets and related liabilities pertaining to certain build-to-suit arrangements previously accounted for under ASC 840, “Leases” and recording them under the guidance of ASC 842, approximating $26 million, and iii) the recording of right-of-use assets and corresponding lease liabilities pertaining to its operating leases in its consolidated balance sheet of approximately $130 million. The Company does not expect the adoption of the new standard to have a significant impact upon its considered statements of income and cash flows.
2. BUSINESS ACQUISITIONS AND DIVESTITURE
MPI Research
On April 3, 2018, the Company acquired MPI Research, a non-clinical contract research organization (CRO) providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. The acquisition enhances the Company’s position as a leading global early-stage CRO by strengthening its ability to partner with clients across the drug discovery and development continuum. The purchase price for MPI Research was $829.7 million in cash, subject to certain post-closing adjustments that may change the purchase price. The acquisition was funded by borrowings on the Company’s $2.3B Credit Facility as well as the issuance of the Company’s Senior Notes. See Note 9, “Long-Term Debt and Capital Lease Obligations.” This business is reported as part of the Company’s DSA reportable segment.
The preliminary purchase allocation of $800.8 million, net of $27.7 million of cash acquired and a final net working capital adjustment of $1.2 million, was as follows:
 April 3, 2018
 (in thousands)
Trade receivables (contractual amount of $35,073)$35,073
Inventories4,463
Other current assets (excluding cash)5,893
Property, plant and equipment128,403
Goodwill441,656
Definite-lived intangible assets309,200
Other long-term assets1,081
Deferred revenue(23,926)
Current liabilities(32,885)
Deferred tax liabilities(65,945)
Other long-term liabilities(2,213)
Total purchase price allocation$800,800
The purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. From the date of the acquisition through December 29, 2018, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$264,900
 13
Developed technology23,400
 3
Backlog20,900
 1
Total definite-lived intangible assets$309,200
 12
The goodwill resulting from the transaction, $4.1 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s DSA business from customers introduced through MPI Research and the assembled workforce of the acquired business.
The Company incurred transaction and integration costs in connection with the acquisition of $16.5 million during fiscal year 2018, which were primarily included in Selling, general and administrative expenses within the consolidated statements of income.
MPI Research revenue and operating income from April 3, 2018 through December 29, 2018 was $209.5 million and $33.4 million, respectively. Beginning on April 3, 2018, MPI Research has been included in the operating results of the Company.
The following selected unaudited pro forma consolidated results of operations are presented as if the MPI Research acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments. For fiscal year 2018, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $14.1 million, additional interest expense on borrowings of $2.8 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For fiscal year 2017, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $22.4 million, additional interest expense on borrowings of $27.1 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments.
 Fiscal Year
 2018 2017
 (in thousands)
 (unaudited)
Revenue$2,328,213
 $2,095,385
Net income attributable to common shareholders225,550
 126,641
These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition.
KWS BioTest Limited
On January 11, 2018, the Company acquired KWS BioTest Limited (KWS BioTest), a CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology, inflammatory and infectious diseases. The acquisition enhances the Company’s discovery expertise, with complementary offerings that provide the Company’s customers with additional tools in the active therapeutic research areas of oncology and immunology. The purchase price for KWS BioTest was $20.3 million in cash, subject to certain post-closing adjustments that may change the purchase price, and was funded by the Company’s various borrowings. In addition to the initial purchase price, the transaction includes aggregate, undiscounted contingent payments of up to £3.0 million (approximately $3.8 million based on recent exchange rates), based on future performance. During the three months ended September 29, 2018, the terms of these contingent payments were amended, resulting in a fixed payment of £2.0 million (approximately $2.5 million based on recent exchange rates), due in the first quarter of fiscal year 2019. The KWS BioTest business is reported as part of the Company’s DSA reportable segment.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $21.5 million, net of $1.0 million of cash acquired and a final net working capital adjustment of $0.4 million, was as follows:
 January 11, 2018
 (in thousands)
Trade receivables (contractual amount of $1,309)$1,309
Other current assets (excluding cash)99
Property, plant and equipment1,136
Definite-lived intangible assets - client relationships3,647
Goodwill17,660
Current liabilities(1,575)
Deferred revenue(151)
Long-term liabilities(596)
Total purchase price allocation$21,529
From the date of the acquisition through December 29, 2018, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made to the purchase price allocation.
The only definite-lived intangible asset relates to client relationships, which will be amortized over a weighted average life of 12 years.
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA business from customers introduced through KWS BioTest and the assembled workforce of the acquired business. The goodwill attributable to KWS BioTest is not deductible for tax purposes.
The Company incurred transaction and integration costs of $0.7 million in connection with the acquisition during fiscal year 2018, which were included in Selling, general and administrative expenses within the consolidated statements of income.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because KWS BioTest’s financial results are not significant when compared to the Company’s consolidated financial statementsresults.
Brains On-Line
On August 4, 2017, the Company acquired Brains On-Line, a CRO providing critical data that advances novel therapeutics for the treatment of central nervous system (CNS) diseases. Brains On-Line strategically expands the Company’s existing CNS capabilities and related disclosures but expectsestablishes the Company as a single-source provider for a broad portfolio of discovery CNS services. The purchase price for Brains On-Line was $21.3 million in cash and was funded by the Company’s various borrowings. In addition to recognize substantially allthe initial purchase price, the transaction includes aggregate, undiscounted contingent payments of its leasesup to €6.7 million (approximately $7.7 million based on recent exchange rates), based on future performance. The Brains On-Line business is reported as part of the Company’s DSA reportable segment.
The contingent payments become payable based on the balance sheet, by recordingachievement of certain revenue and earnings targets. If achieved, the payments become due in the first quarter of fiscal year 2019. The Company estimated the fair value of this contingent consideration based on a right-to-use asset andprobability-weighted set of outcomes.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $20.1 million, net of $0.6 million of cash acquired, was as follows:
 August 4, 2017
 (in thousands)
Trade receivables (contractual amount of $1,146)$1,146
Other current assets (excluding cash)640
Property, plant and equipment664
Other long-term assets29
Definite-lived intangible assets9,300
Goodwill12,582
Current liabilities(1,683)
Deferred revenue(405)
Long-term liabilities(2,151)
Total purchase price allocation$20,122
From the date of the acquisition through June 30, 2018, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a corresponding lease liability.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the full retrospective or modified retrospective transition method. The standard will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standardconsolidated basis. No further adjustments will be effectivemade to the purchase price allocation.
The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$7,000
 13
Other intangible assets2,300
 10
Total definite-lived intangible assets$9,300
 12
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Brains On-Line and the assembled workforce of the acquired business. The goodwill attributable to Brains On-Line is not deductible for annual and interim periods beginning after December 15, 2017.tax purposes.
No significant integration costs were incurred in connection with the acquisition during fiscal year 2018. The Company has selectedincurred transaction and integration costs in connection with the modified retrospective transition methodacquisition of $2.6 million during fiscal year 2017, which were included in selling, general and is still evaluatingadministrative expenses within the impactconsolidated statements of income.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Brains On-Line’s financial results are not significant when compared to the adoption will have on itsCompany’s consolidated financial statements and related disclosures.
2. BUSINESS ACQUISITIONSresults.
Agilux
On September 28, 2016, the Company acquired Agilux Laboratories, Inc. (Agilux), a CRO that provides a suite of integrated discovery bioanalytical services for small and large molecule bioanalytical services,molecules, drug metabolism and pharmacokinetic services, and pharmacology services. The acquisition supports the Company’s strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stages of drug research through the non-clinical development process. The purchase price for Agilux was $64.9 million in cash and was funded by borrowings on the Company’s revolving credit facility. The business is reported as part of the Company’s DSA reportable segment.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $62.0 million, net of $2.9 million of cash acquired, was as follows:
September 28, 2016September 28, 2016
(in thousands)(in thousands)
Trade receivables (contractual amount of $4,799)$4,799
$4,799
Other current assets (excluding cash)1,509
794
Property, plant and equipment3,907
3,907
Other long-term assets11
11
Definite-lived intangible assets21,900
21,900
Goodwill43,899
44,517
Current liabilities(3,987)(3,812)
Long-term liabilities(10,013)(10,091)
Total purchase price allocation$62,025
$62,025
The purchase price allocations are subject to change as additional information becomes available concerningFrom the fair value and tax basisdate of the assets acquired and liabilities assumed. Any additionalacquisition through September 30, 2017, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made as soon as practicable but no later than one year fromto the date of acquisition.purchase price allocation.
The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$16,700
 17
Other intangible assets5,200
 4
Total definite-lived intangible assets$21,900
 14
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Agilux and the assembled workforce of the acquired business. The goodwill attributable to Agilux is not deductible for tax purposes.
No significant integration costs were incurred in connection with the acquisition during fiscal year 2018. The Company incurred transaction and integration costs of $0.3 million and $1.7 million, respectively, in connection with the acquisition during fiscal yearyears 2017 and 2016, which were included in selling, general and administrative expenses.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

expenses within the consolidated statements of income.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Agilux’s financial results are non-significant when compared with the Company’s consolidated financial results.
Blue Stream
On June 27, 2016, the Company acquired Blue Stream Laboratories, Inc. (Blue Stream), an analytical CRO supporting the development of complex biologics and biosimilars. Combining Blue Stream with the Company’s existing discovery, safety assessment, and biologics capabilities creates a leading CRO that has the ability to support biologic and biosimilar development from characterization through clinical testing and commercialization. The purchase price for Blue Stream was $11.7 million, including $3.0 million in contingent consideration, and was subject to certain customary adjustments. The acquisition was funded by borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment.
The contingent consideration is a one-time payment that could become payable based on the achievement of a revenue target. If achieved, the payment will become due in the third quarter of fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company may pay is $3.0 million. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The contingent consideration is a one-time payment payable based on the achievement of a revenue target. The target was achieved and the Company paid the $3.0 million in contingent consideration in the third quarter of fiscal year 2017.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $11.7 million, net of a non-significant amount of cash acquired, was as follows:
June 27, 2016June 27, 2016
(in thousands)(in thousands)
Trade receivables (contractual amount of $1,104)$1,104
$1,104
Other current assets (excluding cash)15
15
Property, plant and equipment912
912
Other long-term assets187
187
Definite-lived intangible assets1,230
1,230
Goodwill10,477
10,334
Current liabilities(1,132)(1,132)
Long-term liabilities(1,044)(901)
Total purchase price allocation$11,749
$11,749
The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. From the date of the acquisition through December 31, 2016,July 1, 2017, the Company recorded a measurement-period adjustmentadjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation. Any additionalallocation on a consolidated basis. No further adjustments will be made to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.allocation.
The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$650
 10
Other intangible assets580
 5
Total definite-lived intangible assets$1,230
 7
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing businesssegment from customers and technology introduced through Blue Stream, the assembled workforce of the acquired business, expected synergies, and the development of future proprietary processes. The goodwill attributable to Blue Stream is not deductible for tax purposes.
No significant integration costs were incurred in connection with the acquisition during fiscal years 2018 and 2017. The Company incurred $0.6 million of transaction and integration costs in connection with the acquisition during fiscal year 2016, which were included in selling, general and administrative expenses.expenses within the consolidated statements of income.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Blue Stream’s financial results are non-significant when compared with the Company’s consolidated financial results.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

WIL Research
On April 4, 2016, the Company acquired WIL Research, a provider of safety assessment and CDMO services to biopharmaceutical and agricultural and industrial chemical companies worldwide. The acquisition enhanced the Company’s position as a leading, global, early-stage CRO by strengthening its ability to partner with clients across the drug discovery and development continuum. The purchase price for WIL Research was $604.8 million, including assumed liabilities of $0.4 million. The purchase price includesincluded payment for estimated working capital, which was subject to final adjustment based on the actual working capital of the acquired business. The acquisition was funded by cash on hand and borrowings on the Company’s amended credit facility.$1.65B Credit Facility. See Note 7,9, “Long-Term Debt and Capital Lease Obligations.” WIL Research’s safety assessment and CDMO businesses are reported in the Company’s DSA and Manufacturing reportable segments, respectively. On February 10, 2017, the Company divested the CDMO business.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $577.4 million, net of $27.4 million of cash acquired, was as follows:
April 4, 2016April 4, 2016
(in thousands)(in thousands)
Trade receivables (contractual amount of $48,625)$48,157
$48,157
Inventories2,296
2,296
Other current assets (excluding cash)3,814
3,814
Property, plant and equipment129,066
129,066
Other long-term assets1,060
1,060
Definite-lived intangible assets164,800
164,800
Goodwill330,602
330,175
Deferred revenue(39,103)(39,103)
Other current liabilities(27,386)(27,386)
Long-term liabilities(35,915)(35,488)
Total purchase price allocation$577,391
$577,391
The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. From the date of the acquisition through December 31, 2016,April 1, 2017, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. Any additionalNo further adjustments will be made to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.allocation.
The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$137,500
 15
Developed technology20,700
 3
Backlog6,600
 1
Total definite-lived intangible assets$164,800
 13
The goodwill resulting from the transaction, $19.0 million of which iswas deductible for tax purposes due to a prior asset acquisition, iswas primarily attributed to the potential growth of the Company’s DSA and Manufacturing businesses from clients introduced through WIL Research, the assembled workforce of the acquired business, and expected cost synergies. Subsequent to the divestiture of the CDMO business on February 10, 2017, $14.8 million of the goodwill was deductible for tax purposes.
No significant integration costs were incurred in connection with the acquisition during fiscal year 2018. The Company incurred transaction and integration costs in connection with the acquisition of $15.5$1.7 million and $3.2$15.5 million during fiscal years 20162017 and 2015,2016, respectively, which were included in selling, general and administrative expenses.expenses within the consolidated statements of income.
WIL Research revenue and operating income from April 4, 2016 through December 31, 2016 was $176.1 million and $12.5 million, respectively. Beginning on April 4, 2016, WIL Research has been included in the operating results of the Company.
The following selected unaudited pro forma consolidated results of operations are presented as if the WIL Research acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments. For fiscal year 2016, these adjustments included additional amortization of intangible assets and depreciation of
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

fixed assets of $0.4 million, reversal of interest expense on borrowings of $2.6 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For fiscal year 2015, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $13.6 million, reversal of interest expense on borrowings of $10.5 million, inclusion of acquisition-related transaction costs of $11.5 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments.
 Fiscal Year
 2016 2015
    
 (in thousands, except per share amounts)
 (unaudited)
Revenue$1,741,964
 $1,578,133
Net income attributable to common shareholders175,779
 153,974
Earnings per common share:   
Basic$3.74
 $3.31
Diluted$3.67
 $3.23
Fiscal Year 2016
(in thousands)
(unaudited)
Revenue$1,741,964
Net income attributable to common shareholders175,779
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may have been realized through the acquisition.
OncotestContract Manufacturing
On November 18, 2015,February 10, 2017, the Company sold its CDMO business to Quotient Clinical Ltd., based in London, England, for $75.0 million in proceeds, net of $0.6 million in cash and cash equivalents transferred in conjunction with the sale and $0.3 million of working capital adjustments.
The CDMO business was acquired Oncotest GmbH (Oncotest), a German CRO providing discovery services for oncology, onein April 2016 as part of the largest therapeutic areas for biopharmaceutical researchacquisition of WIL Research and development spending. With this acquisition, the Company has expanded its oncology services capabilities, enabling it to provide clients with access to a more comprehensive portfolio of technologies, including patient-derived xenograft (PDX) and syngeneic models.  The purchase price for Oncotest was $36.0 million, including $0.3 million in contingent consideration. The acquisition was funded by borrowings on the Company's revolving credit facility. The business is reported in the Company’s DSAManufacturing reportable segment. The Company determined that the CDMO business was not optimized within the Company’s portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities.
The contingent consideration earn-out periodDuring the three months ended inApril 1, 2017, the fourth quarter of 2016. As a result, the related contingent consideration liability was reversed andCompany recorded a gain of $0.3 million was recorded in selling, general and administrative expenses, as no payments were expected to be made. The contingent consideration was a one-time payment that could have become payable based on the achievementdivestiture of a revenue target for fiscal year 2016. If achieved, the payment would have become dueCDMO business of $10.6 million, which was included in other income, net within the first quarterCompany’s consolidated statements of fiscal year 2017.income. The aggregate, undiscounted amountcarrying amounts of contingent consideration that the Company could have paid was €2.0 million ($2.1 million asmajor classes of December 31, 2016). The Company estimatedassets and liabilities associated with the fair valuedivestiture of this contingent consideration based on a probability-weighted set of outcomes.
The purchase price allocation of $35.4 million, net of $0.6 million of cash acquired, wasthe CDMO business were as follows:
 November 18, 2015
 (in thousands)
Trade receivables (contractual amount of $3,546)$3,520
Inventories129
Other current assets (excluding cash)706
Property, plant and equipment2,528
Definite-lived intangible assets13,330
Goodwill22,894
Other long-term assets250
Current liabilities(3,456)
Long-term liabilities(4,470)
Total purchase price allocation$35,431
 February 10, 2017
 (in thousands)
Assets 
Current assets$5,505
Property, plant and equipment, net11,174
Goodwill35,857
Long-term assets17,154
Total assets$69,690
Liabilities 
Deferred revenue$4,878
Other current liabilities1,158
Total liabilities$6,036
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Adoption of ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606)
ASC 606 became effective for the Company on December 31, 2017 and was adopted using the modified retrospective method for all contracts not completed as of the date of adoption. For contracts that were modified before the effective date, the Company reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the practical expedient, which did not have a material effect on the cumulative impact of adopting ASC 606. The reported results for fiscal year 2018 reflect the application of ASC 606 guidance while the historical results for fiscal years 2017 and 2016 were prepared under the guidance of ASC 605, “Revenue Recognition” (ASC 605).
The cumulative effect of applying ASC 606 to all contracts with customers that were not completed as of December 30, 2017 was immaterial. There is no material difference in the reporting of revenue during fiscal year 2018 in accordance with ASC 606 when compared to ASC 605.
Disaggregation of Revenue
The following tables disaggregate the Company’s revenue by major business line and timing of transfer of products or services:
Major Products/Service Lines:2018
 (in thousands)
RMS$519,682
DSA1,316,854
Manufacturing429,560
Total revenue$2,266,096
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$7,146
 19
Developed technology5,960
 19
Other intangible assets224
 3
Total definite-lived intangible assets$13,330
 19
Timing of Revenue Recognition:2018
 (in thousands)
RMS 
Services and products transferred over time$202,872
Services and products transferred at a point in time316,810
DSA 
Services and products transferred over time1,316,005
Services and products transferred at a point in time849
Manufacturing 
Services and products transferred over time128,287
Services and products transferred at a point in time301,273
Total revenue$2,266,096
RMS
The goodwill resultingRMS business generates revenue through the commercial production and sale of research models and the provision of services related to the maintenance and monitoring of research models and management of clients’ research operations. Revenue from the transactionsale of research models is primarily attributedrecognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the shipping terms of a contract. Revenue generated from research models services is recognized over time and is typically based on a right-to-invoice measure of progress (output method) as invoiced amounts correspond directly to the potential growth in the Company's DSA businesses from customers and technology introduced through Oncotest, the assembled workforcevalue of the acquired business and expected cost synergies. The goodwill attributableCompany’s performance to Oncotest is not deductible for tax purposes.date.
DSA
The Company incurred non-significant transactionDiscovery and integration costs Safety Assessment business provides a full suite of integrated drug discovery services directed at the identification, screening and selection of a lead compound for drug development and offers a full range of safety assessment services including bioanalysis, drug metabolism, pharmacokinetics, toxicology and pathology. Discovery and Safety Assessment services revenue is generally recognized over time using the cost-to-cost or right to invoice measures of progress, primarily representing fixed fee service contracts and per unit service contracts, respectively.
Manufacturing
The Manufacturing business includes Microbial Solutions, which provides in connection with the acquisition during fiscal year 2016 and costs of $2.1 million during fiscal year 2015, which were included in selling, general and administrative expenses.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Oncotest’s financial results are non-significant when compared with the Company’s consolidated financial results.
Celsis
On July 24, 2015, the Company acquired Celsis Group Limited (Celsis), a leading provider of rapidvitro (non-animal) lot-release testing systems for non-sterile bacterial contamination for the biopharmaceutical and consumer products, industries. The purpose of this acquisition was to enhance the Company’s portfolio of rapid microbial detection products, and services withspecies identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; and Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and chickens. Species identification service revenue is generally recognized at a point in time as identifications are completed by the additionCompany. Biologics service revenue is generally recognized over time using the cost-to-cost measure of progress. Microbial Solutions and Avian product sales are generally recognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the contractual shipping terms of a rapid bioburden testing product.contract.
Transaction Price Allocated to Future Performance Obligations
ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 29, 2018. The purchase priceguidance provides certain practical expedients that limit this requirement and, therefore, the Company does not disclose the value of unsatisfied performance obligations for Celsis was $214.5 million, including assumed debt(i) contracts with an original expected length of one year or less and certain liabilities of $10.3 million. (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.
The acquisition was funded by cash on hand and borrowings on the Company’s revolving credit facility. The business is reportedfollowing table includes estimated revenue expected to be recognized in the Company’s Manufacturing reportable segment.
The purchase price allocationfuture related to performance obligations that are unsatisfied (or partially satisfied) as of $212.2 million, net of $2.3 million of cash acquired, was as follows:
 July 24, 2015
 (in thousands)
Trade receivables (contractual amount of $5,410)$5,288
Inventories10,103
Other current assets (excluding cash)13,269
Property, plant and equipment4,639
Definite-lived intangible assets118,140
Goodwill105,550
Other long-term assets537
Current debt(9,766)
Other current liabilities(7,136)
Long-term liabilities(28,388)
Total purchase price allocation$212,236
December 29, 2018:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Revenue Expected to be Recognized in Future Periods
 Less than 1 Year 1 to 3 Years 4 to 5 Years Beyond 5 Years Total
 (in thousands)
DSA$138,132
 $94,230
 $5,022
 $647
 $238,031
Manufacturing10,584
 20,193
 6,448
 31
 37,256
Total$148,716
 $114,423
 $11,470
 $678
 $275,287
Contract Balances from Contracts with Customers
The breakouttiming of definite-lived intangiblerevenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets acquired was(unbilled revenue), contract liabilities (current and non-current deferred revenue), and customer deposits on the consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers:
 December 29, 2018 
December 30, 2017 (1)
 (in thousands)
Balances from contracts with customers only:   
Client receivables$370,131
 $335,839
Contract assets (unbilled revenue)105,216
 96,297
Contract liabilities (current and long-term deferred revenue)179,559
 125,882
Contract liabilities (customer contract deposits)38,245
 
(1) The beginning balance as of December 30, 2017 is presented under the guidance of ASC 605.
Under ASC 606, when the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. As of December 29, 2018, the Company excluded approximately $22 million of unpaid advanced client billings from both client receivables and deferred revenue and approximately $38 million of advanced client payments have been presented as customer contract deposits within other current liabilities in the accompanying consolidated balance sheets.
Other changes in the contract asset and the contract liability balances during fiscal year 2018 were as follows:
(i) Changes due to business combinations:
 Definite-Lived Intangible Assets Weighted Average Amortization Life
 (in thousands) (in years)
Client relationships$71,000
 16
Developed technology39,140
 14
Trademark and trade names5,200
 14
Non-compete2,800
 5
Total definite-lived intangible assets$118,140
 15
See Note 2. “Business Acquisitions and Divestiture” for client receivables, unbilled revenue, deferred revenue, and customer contract deposits that were acquired as part of the MPI Research acquisition occurring on April 3, 2018 and the KWS BioTest acquisition occurring on January 11, 2018.
The goodwill resulting(ii) Cumulative catch-up adjustments to revenue that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price (including any changes in the assessment of whether an estimate of variable consideration is primarily attributedconstrained), or a contract modification:
During fiscal year 2018, an immaterial cumulative catch-up adjustment to revenue was recorded.
(iii) A change in the potential growthtime frame for a right to consideration to become unconditional (that is, for a contract asset to be recorded as a client receivable):
Approximately $92 million of the Company’s Manufacturing business from clients introduced through Celsis, the assembled workforceunbilled revenue as of the acquired business and expected cost synergies. The goodwill attributable to Celsis is not deductible for tax purposes.
The Company incurred transaction and integration costs in connection with the acquisition of $1.0 million and $8.8 millionDecember 30, 2017 was billed during fiscal years 2016 and 2015, which were included in selling, general and administrative expenses.year 2018.
Celsis revenue and operating loss from July 24, 2015 through December 26, 2015 was $11.1 million and $6.1 million, respectively. Beginning on July 24, 2015, Celsis has been included(iv) A change in the operating results of the Company.
The following selected unaudited pro forma consolidated results of operations are presented as if the Celsis acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain nonrecurring costs and other adjustments, resulting intime frame for a reversal of $0.6 million and additional expenses of $13.1 million for fiscal years 2015 and 2014, respectively, related to depreciation and amortization of property, plant and equipment, inventory fair value adjustments and intangible assets.
 Fiscal Year
 2015 2014
    
 (in thousands, except per share amounts)
 (unaudited)
Revenue$1,380,493
 $1,329,025
Net income attributable to common shareholders162,672
 110,387
Earnings per common share:   
Basic$3.50
 $2.37
Diluted$3.42
 $2.32
These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purportperformance obligation to be indicativesatisfied (that is, for the recognition of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may have been realized through the acquisition.
Sunrise
On May 5, 2015, the Company acquired Sunrise Farms, Inc. (Sunrise),revenue arising from a producer of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses. The purpose of this business acquisition was to expand the capabilities of the Company’s existing Avian Vaccine Services business. The purchase price of the acquisition was $9.6 million and was funded by cash on hand and borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment.
The Company recorded a bargain purchase gain of $9.8 million, which represents the excess of the estimated fair value of the net assets acquired over the purchase price. The bargain purchase gain was recorded in other income (expense), net in the Company’s consolidated statement of income and was not recognized for tax purposes. The Company believes there were several factors that contributed to this transaction resulting in a bargain purchase gain, including the highly specialized nature of Sunrise’s business falling outside of the seller’s core activities and a limited pool of potential buyers.contract liability):
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Before recognizing the gain from the bargain purchase, the Company reassessed its initial identification and valuationApproximately $101 million of assets acquired andcontract liabilities assumed to validate that all assets and liabilities that the Company was able to identify at the acquisition dateas of December 30, 2017 were properly recognized.recognized as revenue during fiscal year 2018.
4. SEGMENT AND GEOGRAPHIC INFORMATION
The purchase price allocationCompany’s three reportable segments are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s Chief Operating Decision Maker. The Company retrospectively adopted ASU 2017-07 in fiscal year 2018, which impacted segment information. Service cost is reflected in operating income within the consolidated statements of $9.6 million,income while all other components of net periodic cost are recorded in other income, net within the consolidated statements of less than $0.1 millionincome. See Note 1, “Description of cash acquired, was as follows:Business and Summary of Significant Accounting Policies.”
The following table presents revenue and other financial information by reportable segment:
 May 5, 2015
 (in thousands)
Trade receivables (contractual amount of $995)$965
Inventories1,518
Other current assets (excluding cash)973
Property, plant and equipment13,698
Definite-lived intangible assets3,400
Current liabilities(925)
Long-term liabilities(250)
Fair value of net assets acquired19,379
Bargain purchase gain(9,821)
Total purchase price allocation$9,558
 2018 2017 2016
 (in thousands)
RMS     
Revenue$519,682
 $493,615
 $494,037
Operating income136,468
 114,588
 136,418
Depreciation and amortization19,469
 19,627
 20,853
Capital expenditures35,172
 20,879
 11,642
DSA   
  
Revenue$1,316,854
 $980,022
 $836,593
Operating income227,577
 182,796
 135,379
Depreciation and amortization112,976
 79,355
 71,816
Capital expenditures73,425
 36,616
 27,493
Manufacturing     
Revenue$429,560
 $383,964
 $350,802
Operating income136,212
 123,898
 104,561
Depreciation and amortization22,529
 22,893
 25,566
Capital expenditures23,323
 15,188
 12,247
The identifiable definite-lived intangible assets acquired represent the client relationships intangible, which is being amortized over the weighted average estimated useful lifefollowing tables present reconciliations of approximately 15 years.
The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal year 2016 and costs of $1.5 million during fiscal year 2015, which were included in selling, general and administrative expenses.
Pro forma financial information as well as actual revenue andsegment operating income, (loss) have not been included because Sunrise’s financial results are non-significant when compared with the Company’s consolidated financial results.
ChanTest
On October 29, 2014, the Company acquired ChanTest Corporation (ChanTest), a leading provider of ion channel testing servicesdepreciation and amortization, and capital expenditures to the biopharmaceutical industry. The acquisition augments the Company’s early discovery capabilities and enhances the Company’s ability to support clients’ target discovery and lead optimization efforts. The purchase price of the acquisition was $59.2 million, including $0.3 million in contingent consideration, and was funded by borrowings on the Company’s revolving credit facility and cash on hand. The business is reported in the Company’s DSA reportable segment.respective consolidated amounts:
The contingent consideration earn-out period ended in the fourth quarter of 2015. As a result, the related contingent consideration liability was reversed and a gain of $0.3 million was recorded in selling, general and administrative expenses, as no payments were expected to be made. The aggregate, undiscounted amount of contingent consideration that could have become payable was $2.0 million. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.
The purchase price allocation of $52.0 million, net of $7.2 million in cash acquired,
 Operating Income Depreciation and Amortization
 2018 2017 2016 2018 2017 2016
 (in thousands)
Total reportable segments$500,257
 $421,282
 $376,358
 $154,974
 $121,875
 $118,235
Unallocated corporate(168,874) (133,000) (138,806) 6,805
 9,284
 8,423
Total consolidated$331,383
 $288,282
 $237,552
 $161,779
 $131,159
 $126,658

 Capital Expenditures
 2018 2017 2016
 (in thousands)
Total reportable segments$131,920
 $72,683
 $51,382
Unallocated corporate8,134
 9,748
 3,906
Total consolidated$140,054
 $82,431
 $55,288
Revenue for each significant product or service offering is as follows:
 October 29, 2014
 (in thousands)
Current assets (excluding cash)$4,669
Property, plant and equipment1,637
Definite-lived intangible assets23,920
Goodwill34,775
Current liabilities(3,486)
Long-term liabilities(9,486)
Total purchase price allocation$52,029
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout
 2018 2017 2016
 (in thousands)
RMS$519,682
 $493,615
 $494,037
DSA1,316,854
 980,022
 836,593
Manufacturing429,560
 383,964
 350,802
Total revenue$2,266,096
 $1,857,601
 $1,681,432
A summary of definite-lived intangibleunallocated corporate expense consists of the following:
 2018 2017 2016
 (in thousands)
Stock-based compensation$32,068
 $27,114
 $27,272
Compensation, benefits, and other employee-related expenses69,191
 46,920
 36,349
External consulting and other service expenses18,652
 22,224
 23,421
Information technology12,463
 11,997
 13,233
Depreciation6,805
 9,284
 8,423
Acquisition and integration16,295
 3,728
 15,608
Other general unallocated corporate13,400
 11,733
 14,500
Total unallocated corporate expense$168,874
 $133,000
 $138,806
Other general unallocated corporate expense consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.
Revenue and long-lived assets acquired isby geographic area are as follows:
 Definite-Lived Intangible Assets 
Weighted Average
Amortization Life
 (in thousands) (in years)
Client relationships$19,000
 13
Other intangible assets4,920
 9
Total definite-lived intangible assets$23,920
 12
 U.S. Europe Canada Asia Pacific Other Consolidated
 (in thousands)
2018           
Revenue$1,267,620
 $643,957
 $206,382
 $142,495
 $5,642
 $2,266,096
Long-lived assets597,223
 205,185
 74,051
 56,262
 156
 932,877
2017           
Revenue$959,263
 $569,812
 $200,343
 $126,462
 $1,721
 $1,857,601
Long-lived assets446,574
 203,911
 82,228
 49,020
 240
 781,973
2016          

Revenue$850,422
 $520,937
 $194,210
 $114,710
 $1,153
 $1,681,432
Long-lived assets462,330
 177,423
 78,866
 37,111
 97
 755,827
The definite-lived intangibles are largely attributed to the expected cash flows related to client relationships existing at the acquisition closing date. The goodwill resulting from the transaction is primarily attributed to the potential growth of the business and is not deductible for tax purposes.
The Company incurred non-significant transaction and integration costs in connection with the acquisition during both fiscal years 2016 and 2015, and costs of $1.1 million during fiscal year 2014, which were included in selling, general and administrative expenses.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because ChanTest’s financial results are non-significant when compared with the Company’s consolidated financial results.
VivoPath
On June 16, 2014, the Company acquired substantially all of the assets of VivoPath LLC (VivoPath), a discovery services company specializingIncluded in the rapid, Asia Pacific category above are operations located in vivo compound evaluation of moleculesChina, Japan, Singapore, India, Australia, and Korea. Included in the therapeutic areas of metabolism, inflammationOther category above are operations located in Brazil and oncology. The purchase price was $2.3 million, including $1.6 millionIsrael. Revenue represents sales originating in contingent consideration, and was allocated primarily to the intangible assets acquired. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The undiscounted total amount of contingent consideration was a maximum of $2.4 million, payable over three years based on the achievement of revenue growth targets and other contractual requirements. During fiscal year 2016, the Company paid the second year tranche of the contingent consideration of $0.2 million. During fiscal year 2015, the Company paid the first year tranche of the contingent consideration of $0.6 million and recorded a gain of $0.8 million, primarily due to a decreaseentities physically located in the expected future contingent consideration payments. Asidentified geographic area. Long-lived assets consist of December 31, 2016, the remaining contingent consideration payable is a maximum of $0.2 million. The business is reported in the Company’s DSA reportable segment.
Argentaproperty, plant, and BioFocusequipment, net.
On April 1, 2014, the Company acquired (1) 100% of the shares of the U.K. based entities Argenta and BioFocus, and (2) certain Dutch assets. These businesses have formed the core of the Company’s Early Discovery business. With this acquisition, the Company has enhanced its position as a full service, early-stage CRO, with integrated in vitro and in vivo capabilities from target discovery through non-clinical development. The purchase price of the acquisition was $191.8 million, including $0.9 million in contingent consideration. The acquisition was funded by cash on hand and borrowings on the Company’s revolving credit facility. The businesses are reported in the Company’s DSA reportable segment.
The contingent consideration earn-out period ended on April 1, 2015. As a result, the related contingent consideration liability, as adjusted for subsequent changes in fair value, was reversed and a gain of $0.8 million was recorded in selling, general and administrative expenses during fiscal year 2015, as no payments were expected to be made. The contingent consideration was a one-time payment that could have become payable in the second quarter of 2015 based on the achievement of a certain revenue target for the twelve-month period following the acquisition. The aggregate, undiscounted amount of contingent consideration that the Company could have paid was €5.0 million ($5.3 million as of December 31, 2016). The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $183.6 million, net of $8.2 million of cash acquired, was as follows:
 April 1, 2014
 (in thousands)
Current assets (excluding cash)$31,682
Property, plant and equipment21,008
Other long-term assets11,140
Definite-lived intangible assets104,470
Goodwill65,235
Current liabilities(13,139)
Long-term liabilities(36,802)
Total purchase price allocation$183,594
The breakout of definite-lived intangible assets acquired was as follows:
 Definite-Lived Intangible Assets 
Weighted Average
Amortization Life
 (in thousands) (in years)
Client relationships$94,000
 18
Backlog5,900
 1
Trademark and trade names1,170
 3
Leasehold interests1,000
 13
Other intangible assets2,400
 19
Total definite-lived intangible assets$104,470
 17
The goodwill resulting from the transaction is primarily attributed to the potential growth of the Company’s DSA businesses from clients introduced through Argenta and BioFocus, the assembled workforce of the acquired businesses and expected cost synergies. The goodwill attributable to Argenta and BioFocus is not deductible for tax purposes.
The Company incurred non-significant transaction and integration costs in connection with the acquisition during both fiscal years 2016 and 2015, and costs of $5.3 million during fiscal year 2014, which were included in selling, general and administrative expenses.
Argenta and BioFocus revenue and operating income for fiscal year 2014 were $71.4 million and $1.8 million, respectively. Beginning on April 1, 2014, Argenta and BioFocus have been included in the operating results of the Company.
The following selected unaudited pro forma consolidated results of operations are presented as if the Argenta and BioFocus acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments, including amortization of intangible assets and depreciation of fixed assets of $3.7 million and other nonrecurring costs.
 Fiscal Year
 2014
 (in thousands, except per share amounts)
 (unaudited)
Revenue$1,322,771
Net income attributable to common shareholders128,195
Earnings per common share: 
Basic$2.75
Diluted$2.70
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may have been realized through the acquisition.
3.5. SUPPLEMENTAL BALANCE SHEET INFORMATION
The composition of trade receivables, net is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Client receivables$283,997
 $230,010
$370,131
 $335,839
Unbilled revenue82,203
 45,996
105,216
 96,297
Total366,200
 276,006
475,347
 432,136
Less: Allowance for doubtful accounts(2,150) (5,938)(3,099) (2,120)
Trade receivables, net$364,050
 $270,068
$472,248
 $430,016
Recoveries to the allowance for doubtful accounts in fiscal year 2016The following amounts were $0.5 million. Provisionsrecorded to the allowance for doubtful accounts in fiscal years 20152018, 2017, and 2014 were $1.8 million2016; net provisions of $2.1 million; net provisions of $0.9 million; and net recoveries of $0.5 million, respectively.
The composition of inventories is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Raw materials and supplies$18,893
 $15,998
$22,378
 $19,858
Work in process13,681
 12,101
21,732
 18,200
Finished products63,259
 65,636
83,782
 76,898
Inventories$95,833
 $93,735
$127,892
 $114,956
The composition of other current assets is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Investments$3,771
 $20,516
$885
 $28,489
Prepaid income tax40,705
 26,350
47,157
 52,234
Restricted cash532
 271
465
 592
Other
 149
300
 
Other current assets$45,008
 $47,286
$48,807
 $81,315
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The composition of property, plant and equipment, net is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Land$47,392
 $39,846
$52,266
 $48,989
Buildings (1)
784,129
 713,841
938,184
 812,230
Machinery and equipment403,123
 362,695
Machinery and equipment (1)
501,894
 450,992
Leasehold improvements47,071
 41,477
59,854
 52,969
Furniture and fixtures24,148
 21,783
26,700
 27,455
Computer hardware and software127,283
 113,466
Vehicles4,118
 3,819
Computer hardware and software (1)
166,398
 140,216
Vehicles (1)
5,167
 4,582
Construction in progress24,703
 25,845
56,549
 45,518
Total1,461,967
 1,322,772
1,807,012
 1,582,951
Less: Accumulated depreciation(706,140) (644,813)(874,135) (800,978)
Property, plant and equipment, net$755,827
 $677,959
$932,877
 $781,973
(1) TheThese balances as of December 31, 2016 and December 26, 2015 include assets under capital lease buildings.lease. See Note 7,9, “Long-Term Debt and Capital Lease Obligations.”
Depreciation expense in fiscal years 2018, 2017 and 2016 2015 and 2014 was $85.0$96.9 million, $70.7$89.8 million and $70.5$85.0 million, respectively.
The composition of other assets is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Life insurance policies$29,456
 $27,554
$32,340
 $34,008
Venture capital investments45,331
 32,730
88,591
 71,101
Restricted cash1,736
 1,745
1,411
 1,945
Other11,907
 9,614
21,417
 16,948
Other assets$88,430
 $71,643
$143,759
 $124,002
The composition of other current liabilities is as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Accrued income taxes$25,621
 $12,168
$24,120
 $43,250
Customer contract deposits38,245
 
Other879
 376
8,915
 1,210
Other current liabilities$26,500
 $12,544
$71,280
 $44,460
The composition of other long-term liabilities is as follows:
December 31, 2016 December 26, 2015December 29, 2018 December 30, 2017
   (in thousands)
(in thousands)
U.S. Transition Tax$52,064
 $61,038
Long-term pension liability$89,984
 $34,604
24,671
 52,364
Accrued executive supplemental life insurance retirement plan and deferred compensation plan32,880
 30,188
36,086
 37,582
Long-term deferred revenue34,420
 8,313
Other36,375
 24,270
31,880
 35,518
Other long-term liabilities$159,239
 $89,062
$179,121
 $194,815
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.6. VENTURE CAPITAL INVESTMENTS AND MARKETABLE SECURITIES
Venture Capital Investments
During fiscal years 2016, 2015,2018, 2017, and 2014,2016, the Company recognized gains related to the venture capital investments of $10.3$15.9 million, $3.8$22.9 million and $9.3$10.3 million, respectively. The Company’s total commitment to these entitiesventure capital funds as of December 31, 201629, 2018 was $84.8$124.7 million, of which the Company had funded $38.2$69.0 million as of December 31, 2016.through that date. During fiscal years 2016, 2015,2018, 2017, and 2014,2016, the Company received dividends totaling $7.1$18.2 million, $7.3$10.1 million, and $7.4$7.1 million, respectively. As of December 31, 201629, 2018 and December 26, 2015,30, 2017, the Company’s consolidated retained earnings (accumulated deficit) included $4.4$14.1 million and $2.4$12.1 million, respectively, of the undistributed earnings related to these entities.
Marketable Securities
The Company held no marketable securities as of December 31, 2016.
The following is a summary of the Company’s marketable securities, all of which are classified as available-for-sale, as of29, 2018 and December 26, 2015:
 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
        
 (in thousands)
Mutual fund$4,650
 $
 $(141) $4,509
Total$4,650
 $
 $(141) $4,509
30, 2017. During fiscal year 2016, the Company realized non-significant losses and received proceeds of $4.6 million from the sale of its available-for-sale securities. There were no sales of available-for-sale securities during fiscal year 2015.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.7. FAIR VALUE
Assets liabilities, and redeemable noncontrolling interestliabilities measured at fair value on a recurring basis are summarized below:
December 31, 2016
Level 1 Level 2 Level 3 TotalDecember 29, 2018
       Level 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Cash equivalents$
 $21
 $
 $21
$
 $45,982
 $
 $45,982
Other assets:              
Life insurance policies
 22,121
 
 22,121


 24,541
 
 24,541
Total assets measured at fair value$
 $22,142
 $
 $22,142
$
 $70,523
 $
 $70,523
              
Other current liabilities:              
Contingent consideration$
 $
 $3,621
 $3,621
$
 $
 $3,033
 $3,033
Foreign currency forward contract
 1,319
 
 1,319
Total liabilities measured at fair value$
 $
 $3,621
 $3,621
$
 $1,319
 $3,033
 $4,352
December 26, 2015
Level 1 Level 2 Level 3 TotalDecember 30, 2017
       Level 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Cash equivalents$
 $190
 $
 $190
$
 $21
 $
 $21
Other current assets:       
Marketable securities4,509
 
 
 4,509
Foreign currency forward contracts
 15
 
 15
Other assets:              
Life insurance policies
 20,364
 
 20,364

 26,358
 
 26,358
Total assets measured at fair value$4,509
 $20,569
 $
 $25,078
$
 $26,379
 $
 $26,379
              
Other current liabilities:              
Contingent consideration$
 $
 $1,172
 $1,172
$
 $
 $298
 $298
Other long-term liabilities:       
Contingent consideration
 
 198
 198
Redeemable noncontrolling interest
 
 28,008
 28,008
Total liabilities and redeemable noncontrolling interest measured at fair value$
 $
 $29,378
 $29,378
Total liabilities measured at fair value$
 $
 $298
 $298
During fiscal years 20162018 and 2015,2017, there were no transfers between fair value levels.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contingent Consideration
The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 2, “Business Acquisitions.”Acquisitions and Divestiture”.
Fiscal Year
2016 2015Fiscal Year
   2018 2017
(in thousands)(in thousands)
Beginning balance$1,370
 $2,828
$298
 $3,621
Additions3,600
 973
3,315
 296
Payments(872) (600)
 (3,606)
Total gains or losses (realized/unrealized):      
Foreign currency translation(298) (13)
Reversal of previously recorded contingent liability and change in fair value(477) (1,831)(282) 
Ending balance$3,621
 $1,370
$3,033
 $298
The unobservable inputs used in the fair value measurement of the Company’s contingent consideration are the probabilities of successful achievement of certain financial targets and a discount rate. Increases or decreases in any of the probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively.
Debt Instruments
The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates theirthe fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy.
Redeemable Noncontrolling Interest
The Company’s redeemable noncontrolling interest resulted from the acquisition of an interest in Vital River in January 2013 and July 2016.
The following table provides a rollforward of the fairbook value of the Company’s redeemable noncontrolling interest for fiscal year 2015:Senior Notes, which are a fixed rate obligation carried at amortized cost, approximates the fair value at quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy.
 Redeemable Noncontrolling Interest
 (in thousands)
December 27, 2014$28,419
Total gains or losses (realized/unrealized): 
Net income attributable to noncontrolling interest838
Foreign currency translation(1,066)
Change in fair value, included in additional paid-in capital(183)
December 26, 201528,008
Total gains or losses (realized/unrealized): 
Net income attributable to noncontrolling interest320
Foreign currency translation(653)
Change in fair value, included in additional paid-in capital(1,690)
July 7, 2016$25,985
Since July 7, 2016, the redeemable noncontrolling interest is no longer reported at fair value. See Note 8, “Equity and Redeemable Noncontrolling Interest.”
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.8. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table provides a rollforward of the Company’s goodwill:
   Adjustments to Goodwill   Adjustments to Goodwill  
 December 27, 2014 Acquisitions Foreign Exchange December 26, 2015 Acquisitions Transfers Foreign Exchange December 31, 2016
                
 (in thousands)
RMS$59,196
 $
 $(1,029) $58,167
 $
 $(342) $(1,428) $56,397
DSA1,234,302
 22,146
 (4,398) 1,252,050
 337,872
 
 (21,446) 1,568,476
Manufacturing32,579
 105,567
 (4,534) 133,612
 46,859
 342
 (13,169) 167,644
Gross carrying amount1,326,077
 

 

 1,443,829
 

 

 

 1,792,517
Accumulated impairment loss - DSA(1,005,000) 
 
 (1,005,000) 
 
 
 (1,005,000)
Goodwill$321,077
 

 

 $438,829
 

   

 $787,517
During the second quarter of 2016, the Company revised the composition of its reportable segments to align with the view of the business following its acquisition of WIL Research. See Note 1, "Description of Business and Summary of Significant Accounting Policies." As a result, goodwill was allocated from the Company's RMS reportable segment to its Manufacturing reportable segment, as shown in the preceding table within "transfers." The allocation was based on the fair value of each business group within its original reporting unit relative to the fair value of that reporting unit. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed.
   Adjustments to Goodwill   Adjustments to Goodwill  
 December 31, 2016 Acquisitions / (Divestiture) Foreign Exchange December 30, 2017 Acquisitions Foreign Exchange December 29, 2018
 (in thousands)
RMS$56,397
 $
 $1,725
 $58,122
 $
 $(1,154) $56,968
DSA1,568,476
 11,942
 29,758
 1,610,176
 460,223
 (13,929) 2,056,470
Manufacturing167,644
 (36,000) 9,964
 141,608
 2,551
 (5,464) 138,695
Gross carrying amount1,792,517
 (24,058) 41,447
 1,809,906
 462,774
 (20,547) 2,252,133
Accumulated impairment loss - DSA(1,005,000) 
 
 (1,005,000) 
 
 (1,005,000)
Goodwill$787,517
 

 

 $804,906
 

 

 $1,247,133
Based on the Company’s step one goodwill impairment test, which was performed in the fourth quarter for each of the fiscal years 2016, 20152018, 2017 and 2014,2016, the fair value of each reporting unit exceeded the reporting unit’s book value and, therefore, goodwill was not impaired.
The increase in goodwill during fiscal year 2018 related primarily to the acquisitions of MPI Research and KWS BioTest in the DSA reportable segment, an immaterial acquisition of an Australian business in the Manufacturing reportable segment, and the impact of foreign exchange.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets, Net
The following table displays intangible assets, net by major class:
December 31, 2016 December 26, 2015
Gross Accumulated
Amortization
 Net Gross Accumulated
Amortization
 NetDecember 29, 2018 December 30, 2017
           Gross Accumulated
Amortization
 Net Gross Accumulated
Amortization
 Net
(in thousands)(in thousands)
Backlog$8,370
 $(6,390) $1,980
 $50,568
 $(50,554) $14
$20,900
 $(18,691) $2,209
 $8,111
 $(8,111) $
Technology71,425
 (14,314) 57,111
 60,350
 (5,911) 54,439
101,506
 (41,870) 59,636
 81,309
 (27,157) 54,152
Trademarks and trade names8,177
 (4,124) 4,053
 11,495
 (5,944) 5,551
8,331
 (4,640) 3,691
 8,661
 (4,562) 4,099
Other16,775
 (5,628) 11,147
 14,711
 (7,285) 7,426
17,448
 (10,041) 7,407
 17,465
 (7,845) 9,620
Other intangible assets104,747
 (30,456) 74,291
 137,124
 (69,694) 67,430
148,185
 (75,242) 72,943
 115,546
 (47,675) 67,871
Client relationships519,123
 (198,966) 320,157
 396,537
 (183,163) 213,374
791,725
 (253,780) 537,945
 540,425
 (238,534) 301,891
Intangible assets$623,870
 $(229,422) $394,448
 $533,661
 $(252,857) $280,804
$939,910
 $(329,022) $610,888
 $655,971
 $(286,209) $369,762
The increase in intangible assets, net during the fiscal year 2018 related primarily to the acquisitions of MPI Research and KWS BioTest in the DSA reportable segment. During fiscal year 2016,2017, the Company determined thatdivested the carrying valuesCDMO business, which resulted in a net decrease of certain DSA intangible assets were not recoverable$16.8 million and recorded an impairment charge of $1.9$0.3 million which was included in costs of services provided (excluding amortization of intangible assets).
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to client relationships and backlog, respectively.
Amortization expense of definite-lived intangible assets, including client relationships, for fiscal years 2018, 2017 and 2016 2015was $64.8 million, $41.4 million and 2014 was $41.7 million, $24.2 million and $26.0 million, respectively. EstimatedAs of December 29, 2018, estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows:
Fiscal Year Amortization Expense Amortization Expense
 (in thousands) (in thousands)
2017 $42,525
2018 40,731
2019 34,995
 $77,173
2020 34,382
 74,162
2021 32,994
 63,089
2022 56,958
2023 52,494
7.9. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-Term Debt
Long-term debt, net consists of the following:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Term loans$633,750
 $390,000
$731,250
 $601,250
Revolving credit facility578,759
 446,041
Revolving facility397,452
 500,997
Senior Notes500,000
 
Other long-term debt185
 193
26,286
 18,292
Total debt1,212,694
 836,234
1,654,988
 1,120,539
Less: Current portion of long-term debt(24,560) (15,193)(28,228) (28,546)
Long-term debt1,188,134
 821,041
1,626,760
 1,091,993
Debt discount and debt issuance costs(7,633) (6,805)(16,214) (5,770)
Long-term debt, net$1,180,501
 $814,236
$1,610,546
 $1,086,223
As of December 31, 201629, 2018 and December 26, 2015,30, 2017, the weighted average interest rate on the Company’s debt was 1.89%4.24% and 1.33%2.45%, respectively.
In April 2015, the Company amendedTerm Loans and restated the $970M CreditRevolving Facility creating a $1.3 billion facility ($1.3B Credit Facility) that provides for a $400.0 million term loan facility and a $900.0 million multi-currency revolving facility. The interest rates applicable to term loans and revolving loans under the Company’s $1.3B Credit Facility were, at the Company’s option, equal to either the alternate base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.5% or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, plus an interest rate margin based upon the Company’s leverage ratio.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On March 30, 2016,26, 2018, the Company amended and restated its $1.3B$1.65 billion credit facility creating a $1.65$2.3 billion credit facility ($1.65B2.3B Credit Facility) which (1) extends the maturity date for the credit facilityfacility. The $2.3B Credit Facility provides for a $750.0 million term loan and (2) makes certain other amendments in connection with the Company’s acquisition of WIL Research.a $1.55 billion multi-currency revolving facility. The amendment was accounted for as a debt modification with a partial extinguishment of debt.modification. In connection with the transaction, the Company capitalized approximately $3.3$6.2 million within long-term debt, net and capital leases in the accompanying consolidated balance sheets and expensed approximately $1.4$1.0 million of debt issuance costs.costs recorded within interest expense in the accompanying consolidated statements of income.
The $1.65B Credit Facility provides for a $650.0 million term loan and a $1.0 billion multi-currency revolving facility. The term loan facility matures in 19 quarterly installments with the last installment due March 30, 2021.26, 2023. The revolving facility matures on March 30, 2021,26, 2023, and requires no scheduled payment before that date. Under specified circumstances, the Company has the ability to increase the term loan and/or revolving line of creditfacility by up to $500 million$1.0 billion in the aggregate.
The interest rates applicable to the term loan and revolving loansfacility under the $1.65B$2.3B Credit Facility are, at the Company’s option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1%1.0%) or the adjusted LIBOR rate, plus an interest rate margin based upon the Company’s leverage ratio.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The $1.65B$2.3B Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company’s business and negative and affirmative covenants. These covenants include (1) maintenance of a ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.50 to 1.0 as well as (2) maintenance of a ratio of consolidated indebtedness to consolidated EBITDA for any period of four consecutive fiscal quarters, of no more than 4.254.50 to 1.0 with step downs to 3.50 to 1.0 by the last day of the fourthfirst quarter of 2017.2020. As of December 31, 2016,29, 2018, the Company was compliant with all covenants.
The obligations of the Company under the $1.65B$2.3B Credit Facility are collateralized by substantially all of the assets of the Company.
As of December 29, 2018 the Company had a $343.3 million U.S. dollar denominated loan borrowed by a non-U.S. Euro functional currency entity under the Company’s $2.3B Credit Facility. The Company entered into a foreign exchange forward contract to limit its foreign currency exposure related to this borrowing. See Note 14, “Foreign Currency Contracts”, for further discussion.
Senior Notes Offering
On April 3, 2018, the Company entered into an indenture (Indenture) with MUFG Union Bank, N.A., (Trustee) in connection with the offering of $500.0 million in aggregate principal amount of the Company’s 5.5% Senior Notes (Senior Notes), due in 2026, in an unregistered offering. Under the terms of the Indenture, interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2018. The Senior Notes are guaranteed fully and unconditionally, jointly and severally on a senior unsecured basis by the Company and certain of its U.S. subsidiaries. In connection with the transaction, the Company incurred approximately $7.4 million of debt issuance costs within long-term debt, net and capital leases in the accompanying consolidated balance sheets.
The Company may redeem all or part of the Senior Notes at any time prior to April 1, 2021, at its option, at a redemption price equal to 100% of the principal amount of such Senior Notes plus the Applicable Premium (as defined in the Indenture). The Company may also redeem up to 40% of the Senior Notes with the proceeds of certain equity offerings completed before April 1, 2021, at a redemption price equal to 105.5% of the principal amount of such Senior Notes. On or after April 1, 2021, the Company may on any one or more occasions redeem all or a part of the Senior Notes, at the redemption prices specified in the Indenture based on the applicable date of redemption. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the Senior Notes at a purchase price equal to 101% of the aggregate principal amount of such Senior Notes. Any redemption of the Senior Notes would also require settlement of accrued and unpaid interest, if any, to but excluding the redemption date.
The Indenture contains certain covenants, including but not limited to, limitations and restrictions on the ability of the Company and its U.S. subsidiaries to (i) create certain liens, (ii) enter into any Sale and Leaseback Transaction (as defined in the Indenture) with respect to any property, and (iii) merge, consolidate, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of conditions, qualifications, exceptions and limitations. Any event of default, as defined, could result in the acceleration of the repayment of the obligations.
Net proceeds from the Senior Notes of $493.8 million were used to partially repay the outstanding revolving credit facility on April 3, 2018.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commitment Letter
On February 12, 2018, the Company secured an $830 million commitment under a 364-day senior unsecured bridge loan facility (the “Bridge Facility”) for the purpose of financing the acquisition of MPI Research. The Bridge Facility was terminated as of April 3, 2018 upon the successful acquisition of MPI Research. Debt issuance costs of $1.8 million, which were capitalized upon the execution of the Bridge Facility, were expensed upon termination of the agreement on April 3, 2018. In addition, the Company incurred and expensed $2.0 million of fees pertaining to a temporary backstop facility related to the negotiation of the Credit Facility during the three months ended March 31, 2018. These costs were included in interest expense in the accompanying consolidated statements of income.
Principal maturities of existing debt for the periods set forth in the table below, are as follows:
 PrincipalPrincipal
 (in thousands)(in thousands)
2017 $24,560
2018 36,563
2019 52,813
$28,228
2020 81,250
42,188
2021 1,017,508
60,938
202293,750
2023903,701
Thereafter500,000
Total $1,212,694
$1,628,805
Excluded from the table above is $26.2 million of other debt associated with construction in progress related to build-to-suit operating leases. The minimum rental commitments under these non-cancellable leases are included in Note 16, “Commitments and Contingencies.”
Letters of Credit
As of both December 31, 201629, 2018 and December 26, 2015,30, 2017, the Company had $6.5 million and $4.9 million, respectively, in outstanding under letters of credit.
Capital Lease Obligations
The Company acquired a build-to-suit lease as part of its acquisition of Argenta and BioFocus. In accordance with accounting guidance applicable to entities involved with the construction of an asset that will be leased when the construction is completed, the Company was considered the owner, for accounting purposes, of this property during the construction period. Accordingly, the Company recorded an asset and a corresponding financing obligation on its consolidated balance sheet for the amount of total project costs incurred related to the construction in progress for this property through completion of the construction period. Upon completion of the construction during the second quarter of fiscal year 2015, the Company determined that it was no longer considered the owner of the property because it did not have continuing involvement. Consequently, the Company recorded a successful sale leaseback and derecognized the property and the associated financing obligation from the Company’s consolidated balance sheet and recorded a capital lease assetobligations amounted to $29.2 million and a corresponding liability$30.3 million as of $35.8 million.December 29, 2018 and December 30, 2017, respectively.
As of December 31, 2016,29, 2018, the minimum lease payments under capital leases for each of the next five years and total thereafter were as follows:
 Minimum Lease PaymentsMinimum Lease Payments
 (in thousands)(in thousands)
2017 $4,097
2018 3,503
2019 3,005
$3,972
2020 2,385
3,759
2021 2,250
2,869
20222,967
20232,209
Thereafter 27,974
24,304
Total $43,214
$40,080
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.10. EQUITY AND REDEEMABLE NONCONTROLLING INTERESTINTERESTS
Earnings Per Share
The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in thousands)(in thousands)
Numerator:          
Income from continuing operations, net of income taxes$156,086
 $152,037
 $129,924
$227,218
 $125,586
 $156,086
Income (loss) from discontinued operations, net of income taxes280
 (950) (1,726)1,506
 (137) 280
Less: Net income attributable to noncontrolling interests1,601
 1,774
 1,500
2,351
 2,094
 1,601
Net income attributable to common shareholders$154,765
 $149,313
 $126,698
$226,373
 $123,355
 $154,765
          
Denominator:          
Weighted-average shares outstanding—Basic47,014
 46,496
 46,627
47,947
 47,481
 47,014
Effect of dilutive securities:          
Stock options, restricted stock units, performance share units and restricted stock944
 1,138
 931
Stock options, restricted stock, restricted stock units and performance share units1,071
 1,083
 944
Weighted-average shares outstanding—Diluted47,958
 47,634
 47,558
49,018
 48,564
 47,958
Options to purchase approximately 0.80.5 million shares, 0.50.6 million shares, and 0.60.8 million shares for fiscal years 2018, 2017 and 2016, 2015 and 2014, respectively as well as a non-significant number of restricted stock, restricted stock units (RSUs), and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted averageweighted-average shares outstanding for fiscal year 2018 and for both fiscal years 2016, 20152017 and 20142016 excluded the impact of approximately 1.1 million shares, 1.11.0 million shares and 1.21.1 million shares, respectively, of non-vested restricted stock restricted stock units, and PSUs.RSUs.
Treasury Shares
In July 2010, the Company’s Board of Directors authorized a $500.0 million stock repurchase program, and subsequently approved increases to the stock repurchase program of $250.0 million in 2010, $250.0 million in 2013, $150.0 million in 2014, and $150.0 million in 2014,2017, for an aggregate authorization of $1,150.0 million.$1.3 billion. Under its authorized stock repurchase program, the Company repurchased 1.0 million shares totaling $90.6 million in fiscal year 2017, and did not repurchase any shares in fiscal year 2016,years 2018 and repurchased approximately 1.5 million shares for $108.8 million and approximately 2.1 million shares for $110.6 million in fiscal years 2015 and 2014, respectively.2016. As of December 31, 2016,29, 2018, the Company had $69.7$129.1 million remaining on the authorized stock repurchase program. In addition, the
The Company’s stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, restricted stock unitsRSUs, and performance share unitsPSUs in order to satisfy individual minimum statutory tax withholding requirements. The Company acquired approximately0.1 million shares for $13.8 million, 0.2 million shares for $16.3 million, and 0.2 million shares for $12.3 million approximately 0.1 million shares for $8.7 million, and approximately 0.1 million shares for $6.8 million in fiscal years 2018, 2017 and 2016, 2015respectively, from such netting.
In October 2018, the Company’s Board of Directors approved the cancellation and 2014, respectively,return to satisfy individual minimum statutory tax withholding requirements.the Company’s authorized and unissued capital stock of 40.2 million treasury shares totaling $1.7 billion, reducing treasury stock on the Company’s consolidated balance sheet. The Company allocated the excess of the repurchase price over the par value of shares acquired to reduce both retained earnings and additional paid-in-capital for $0.5 billion and $1.2 billion, respectively.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Income (Loss)
Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows:
Foreign Currency Translation and Other(3)
 Pension and Other Post-Retirement Benefit Plans TotalForeign Currency Translation Adjustment and Other Pension and Other Post-Retirement Benefit Plans Total
     (in thousands)
(in thousands)
December 27, 2014$(19,891) $(54,356) $(74,247)
Other comprehensive loss before reclassifications (1)
(60,745) (302) (61,047)
December 31, 2016$(154,595) $(99,169) $(253,764)
Other comprehensive income before reclassifications (1)
77,050
 36,593
 113,643
Amounts reclassified from accumulated other comprehensive income (loss)(2,341) 2,617
 276

 3,344
 3,344
Net current period other comprehensive income (loss)(63,086) 2,315
 (60,771)77,050
 39,937
 116,987
Income tax expense
 530
 530

 7,954
 7,954
December 26, 2015(82,977) (52,571) (135,548)
Other comprehensive loss before reclassifications (2)
(71,618) (60,678) (132,296)
December 30, 2017(77,545) (67,186) (144,731)
Other comprehensive loss before reclassifications (1)
(27,352) (1,659) (29,011)
Amounts reclassified from accumulated other comprehensive income (loss)
 1,711
 1,711

 2,477
 2,477
Net current period other comprehensive income (loss)(71,618) (58,967) (130,585)
Income tax expense (benefit)
 (12,369) (12,369)
December 31, 2016$(154,595) $(99,169) $(253,764)
(1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications for fiscal year 2015 was primarily due to the effect of changes in foreign currency exchange rates of the Euro and Canadian Dollar and to a lesser extent due to the impact of changes in the British Pound.
(2) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications for fiscal year 2016 was primarily due to the effect of changes in foreign currency exchange rates of the Euro, British Pound, and Canadian Dollar and to a lesser extent due to the impact of changes in the Chinese Yuan Renminbi and Japanese Yen.
(3) Foreign currency translation and other includes a non-significant amount of unrealized gains (losses) on available-for-sale marketable securities.
Net current period other comprehensive (loss) income(27,352) 818
 (26,534)
Amount reclassified from accumulated other comprehensive loss due to the adoption of ASU 2018-02 (See Note 1)
 3,330
 3,330
Income tax (benefit) expense(2,698) 806
 (1,892)
December 29, 2018$(102,199) $(70,504) $(172,703)
(1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications was primarily due to the effect of changes in foreign currency exchange rates of the Euro, British Pound, and Canadian Dollar and to a lesser extent due to the impact of changes in the Chinese Yuan Renminbi and Japanese Yen.
(1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications was primarily due to the effect of changes in foreign currency exchange rates of the Euro, British Pound, and Canadian Dollar and to a lesser extent due to the impact of changes in the Chinese Yuan Renminbi and Japanese Yen.
Nonredeemable Noncontrolling InterestsInterest
The Company has investmentsan investment in several entities,an entity whose financial results are consolidated in the Company’s financial statements, as it has the ability to exercise control over these entities.this entity. The interestsinterest of the respective noncontrolling partiesparty in these entities havethis entity has been recorded as noncontrolling interest. The activity within the nonredeemable noncontrolling interests.interest during fiscal years 2018 and 2017 was not significant. In 2016, the activity within the nonredeemable noncontrolling interest was a decrease of $2.1 million.
Redeemable Noncontrolling Interest
In January 2013, the Company acquired a 75% ownership interest ofin Vital River, a commercial provider of research models and related services in China, for $24.2 million, net of $2.7 million of cash acquired. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25% of the entity for cash at its fair value beginning in January 2016.
The following table provides a rollforward of the fair value of the Company’s redeemable noncontrolling interest for fiscal year 2016:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Redeemable Noncontrolling Interest
 (in thousands)
December 26, 2015$28,008
Total gains or losses (realized/unrealized): 
Net income attributable to noncontrolling interest320
Foreign currency translation(653)
Change in fair value, included in additional paid-in capital(1,690)
July 7, 2016$25,985
Purchase of 12% equity$(12,360)
Total gains or losses (realized/unrealized): 
Net income attributable to noncontrolling interest357
Foreign currency translation(818)
Modification of 13% purchase option1,495
December 31, 2016$14,659
On July 7, 2016, the Company purchased an additional 12% equity interest in Vital River for $10.8 million, resulting in total ownership of 87%. The Company recorded a $1.6 million gain in equity equal to the excess fair value of the 12% equity interest over the purchase price. Concurrent with the transaction, the original agreement was amended providing the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 13% equity interest at a contractually defined redemption value, subject to a redemption floor (embedded derivative). These rights are exercisable beginning in 2019 and are accelerated in certain events. The Company recorded a charge of $1.5 million in other income, (expense), net, equal to the excess fair value of the hybrid instrument (equity interest with an embedded derivative) over the fair value of the 13% equity interest. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($14.118.5 million as of December 31, 2016)29, 2018) and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

noncontrolling interest holders have the ability to require the Company to purchase the remaining 13% interest, the noncontrolling interest is classified in the mezzanine section of the consolidated balance sheet,sheets, which is presented above the equity section and below liabilities. The agreement does not limit the amount that the Company could be required to pay to purchase the remaining 13% equity interest.
The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interest subsequent to the acquisition of the additional 12% equity interest on July 7, 2016:interest:
 Redeemable Noncontrolling Interest
 (in thousands)
July 7, 2016$25,985
Purchase of 12% equity interest(12,360)
Total gains or losses (realized/unrealized): 
Net income attributable to noncontrolling interest357
Foreign currency translation(818)
Modification of 13% purchase option1,495
December 31, 2016$14,659
See Note 5, “Fair Value,” for the activity within the redeemable noncontrolling interest prior to July 7, 2016.
 Fiscal Year
 2018 2017
 (in thousands)
Beginning balance$16,609
 $14,659
Total gains or losses (realized/unrealized):   
Net income attributable to noncontrolling interest800
 916
Adjustment to redemption value2,069
 
Foreign currency translation(953) 1,034
Ending balance$18,525
 $16,609
9.11. INCOME TAXES
The components of income from continuing operations before income taxes and the related provision for income taxes are presented below:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
Income from continuing operations before income taxes: 
    
U.S. $59,255
 $76,157
 $71,002
Non-U.S. 163,666
 119,271
 106,593
 $222,921
 $195,428
 $177,595
Income tax provision: 
    
Current: 
    
Federal$18,592
 $23,687
 $13,733
Foreign39,829
 8,572
 20,364
State5,263
 6,819
 4,746
Total current63,684
 39,078
 38,843
Deferred: 
    
Federal7,206
 1,790
 12,982
Foreign(4,024) 3,064
 (4,672)
State(31) (541) 518
Total deferred3,151
 4,313
 8,828
 $66,835
 $43,391
 $47,671

 Fiscal Year
 2018 2017 2016
 (in thousands)
Income from continuing operations before income taxes: 
    
U.S. $95,062
 $123,896
 $59,255
Non-U.S. 186,619
 173,059
 163,666
 $281,681
 $296,955
 $222,921
Income tax provision (benefit): 
    
Current: 
    
Federal$17,390
 $93,871
 $18,592
Foreign38,557
 37,150
 39,829
State8,837
 12,361
 5,263
Total current64,784
 143,382
 63,684
Deferred: 
    
Federal(7,145) 9,416
 7,206
Foreign(4,104) 14,953
 (4,024)
State928
 3,618
 (31)
Total deferred(10,321) 27,987
 3,151
 $54,463
 $171,369
 $66,835
U. S. Tax Reform
U.S. Tax Reform, which was signed into law on December 22, 2017, has resulted in significant changes including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax (Transition Tax) on certain unrepatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) subjecting certain foreign earnings to U.S. taxation through base erosion anti-abuse tax (BEAT) and global intangible low-taxed income (GILTI); (vii) creating a new limitation on deductible interest expense; (viii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, and (ix) modifying the officer’s compensation limitation.
The Company’s accounting for the elements of U.S. Tax Reform is complete. The Company recorded measurement period adjustments under SAB 118 in fiscal year 2018 to the provisional amounts recorded in the fourth quarter of fiscal year 2017. These adjustments included a $1.0 million tax benefit relating to a decreased Transition Tax liability compared to the $73.5 million obligation reported in fiscal year 2017, and a $2.2 million tax benefit compared to the $18.2 million of tax recorded in fiscal year 2017 related to the Company’s unremitted foreign earnings. Additionally, the Company recorded a $2.3 million tax benefit for additional decreases to the net deferred tax liability relating to the reduction on the U.S. federal statutory tax rate from 35% to 21%.
In fiscal year 2018, the Company made an accounting policy election to treat taxes due on the GILTI inclusion as a current period expense.
Prior to the fourth quarter of fiscal 2017, the Company asserted that the unremitted earnings of its foreign subsidiaries were deemed indefinitely reinvested as they were required to fund needs outside of the U.S. As a result of the Transition Tax and other effects of U.S. Tax Reform enacted during the fourth quarter of fiscal 2017, the Company withdrew its indefinite reinvestment assertion for all of its unremitted foreign earnings.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of deferred tax assets and liabilities are as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Deferred tax assets:      
Compensation$70,863
 $55,259
$36,724
 $40,788
Accruals and reserves8,103
 8,941
13,183
 8,248
Inventory reserves and valuations3,447
 2,022
2,482
 2,135
Financing related
 902
Net operating loss and credit carryforwards58,081
 35,233
35,679
 33,160
Other2,921
 2,593
2,578
 7,661
Valuation allowance(10,101) (6,112)(9,788) (10,591)
Total deferred tax assets133,314
 98,838
80,858
 81,401
Deferred tax liabilities:      
Goodwill and other intangibles(121,256) (73,208)(154,743) (89,636)
Financing related(854) 
(898) (429)
Depreciation related(32,271) (23,664)(19,373) (23,763)
Venture capital investments(5,084) (3,570)(10,557) (7,796)
Foreign withholding taxes(821) (6,590)
Tax on unremitted earnings(14,140) (19,204)
Other(1,398) (7,459)
Total deferred tax liabilities(160,286) (107,032)(201,109) (148,287)
Net deferred taxes$(26,972) $(8,194)$(120,251) $(66,886)
The changes recorded to the Company’s valuation allowance were insignificant in fiscal years 2018, 2017, and 2016.
Reconciliations of the statutory U.S. Federalfederal income tax rate to effective tax rates are as follows:
Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
U.S. statutory income tax rate35.0 % 35.0 % 35.0 %21.0 % 35.0 % 35.0 %
Foreign tax rate differences(10.3)% (8.6)% (9.4)%0.5
 (6.8) (10.3)
State income taxes, net of Federal tax benefit1.6 % 1.9 % 1.9 %
State income taxes, net of federal tax benefit2.4
 2.0
 1.6
Research tax credits and enhanced deductions(3.5)% (2.6)% (4.1)%(2.9) (2.4) (3.5)
Stock-based compensation(2.1) (3.2) 
Enacted tax rate changes(0.8)% (1.5)%  %(0.1) (4.2) (0.8)
Transition Tax(0.3) 24.8
 
Impact of tax uncertainties0.2 % (5.2)% (0.7)%(1.1) (0.4) 0.2
Foreign withholding taxes2.0 % 3.4 %  %
Tax on unremitted earnings1.2
 7.3
 2.0
GILTI, net of foreign tax credits1.1
 
 
Foreign-Derived Intangible Income (FDII)(1.4) 
 
Impact of acquisitions and restructuring1.8 % (2.0)% 1.6 %0.3
 3.8
 1.8
Other4.0 % 1.8 % 2.5 %0.7
 1.8
 4.0
Effective income tax rate30.0 % 22.2 % 26.8 %19.3 % 57.7 % 30.0 %
TheGILTI, net of foreign tax ratecredits includes $12.8 million of tax related to the GILTI inclusion, net of a $9.6 million foreign tax credit. FDII includes a $4.0 million tax benefit for enacted tax rate changes is primarily associated with a reduction in the U.K.’s statutory tax rates.FDII deduction.
As of December 31, 2016,29, 2018, the Company had foreign net operating loss and tax credit carryforwards of $58.5$35.7 million, as compared to $34.6$33.2 million as of December 26, 2015.30, 2017. Of this amount, $5.2$2.9 million will expire beginning after 2016, $40.5in 2019, $18.2 million will begin to expire in 20282030 and beyond, and the remainder of $12.8$14.6 million can be carried forward indefinitely. In accordance with Canadian Federalfederal tax law, the Company claims Scientific Research and Experimental Development (SR&ED) credits on qualified research and development costs incurred in its Safety Assessment facility in Montreal, and currently maintains $16.8 $15.9
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million in credit carryforwards, which will begin to expire in 2033.2036. Additionally, the Company records a benefit to operating income for research and development credits in both Quebec and the U.K. related to its Safety Assessment and Early Discovery facilities.
The Company has fully recognized its deferred tax assets on the belief that it is more likely than not that they will be realized. The only exceptions relate to deferred tax assets primarily for net operating losses in France, Hong Kong, Luxembourg, the
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Netherlands and Germany, capital losses in the U.S., and fixed assets in the U.K. The valuation allowance increaseddecreased by $4.0$0.8 million from $6.1$10.6 million as of December 26, 201530, 2017 to $10.1$9.8 million as of December 31, 2016.29, 2018.
A reconciliation of the Company’s beginning and ending unrecognized income tax benefits is as follows:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in thousands)(in thousands)
Beginning balance$23,338
 $34,627
 $18,475
$24,710
 $24,186
 $23,338
Additions to tax positions for current year2,194
 2,362
 1,700
2,477
 1,791
 2,194
Additions to tax positions for prior years2,035
 3,028
 18,502

 1,428
 2,035
Reductions to tax positions for current year
 
 
Reductions to tax positions for prior years(1,866) (3,991) (3,722)(4,543) 
 (1,866)
Settlements(918) (1,946) (308)(3,380) (1,754) (918)
Expiration of statute of limitations(597) (10,742) (20)(437) (941) (597)
Ending balance$24,186
 $23,338
 $34,627
$18,827
 $24,710
 $24,186
The $0.8$5.9 million increasedecrease in unrecognized income tax benefits during fiscal year 20162018 is primarily attributable to pre-acquisitionaudit settlements, favorable tax positions takenauthority rulings, and favorable foreign exchange movement, partially offset by WIL Research, as well as an additional year of Canadian SR&ED credit, offset by a settlement related to the tax year ended 2014 for Canadian SR&ED credits and favorable foreign exchange movement.credit.
The amount of unrecognized income tax benefits that, if recognized, would favorably impact the effective tax rate was $21.4$17.6 million as of December 31, 201629, 2018 and $20.1$22.7 million as of December 26, 2015.30, 2017. The $1.3$5.1 million increasedecrease is primarily pre-acquisitionattributable to favorable tax positions taken by WIL Research, as well as an additionalrulings and audit settlements during the year of Canadian SR&ED credit, offset by favorable foreign exchange movement.ended December 29, 2018. It is reasonably possible as of December 31, 201629, 2018 that the liability for unrecognized tax benefits for the uncertain tax position will decrease by $4.6$7.6 million over the next twelve month period, primarily as a result of the outcomelapsing statutes of a pending tax ruling and competent authority proceedings.limitations. The Company continues to recognize interest and penalties related to unrecognized income tax benefits in income tax expense. The total amount of accrued interest related to unrecognized income tax benefits as of December 31, 201629, 2018 and December 26, 201530, 2017 was $1.7$2.7 million and $1.0$2.5 million, respectively. The total amount of accrued penalties related to unrecognized income tax benefits as of December 31, 201630, 2017 was $0.2 million.$0.3 million and none as of December 29, 2018.
The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, Japan, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2013.2015.
The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, Germany, and France.Canada. The Company does not anticipate resolution of these audits will have a material impact on its financial statements.
During 2015, the Company applied with the Internal Revenue Service (IRS) and Canadian Revenue Authority (CRA) for relief pursuant to the competent authority procedure provided in the tax treaty between the U.S. and Canada for transfer pricing tax assessments related to the tax years 2008 through 2012. The Company believes that the controversy will likely be ultimately settled via the competent authority process and accordingly have recorded both a Canadian liability and a U.S. receivable. The actual amounts of the liability for Canadian taxes and the asset for the correlative relief in the U.S. could be different based upon the agreement reached between the IRS and the CRA.
In accordance with the Company’s policy, the undistributed earnings of the Company’s non-U.S. subsidiaries remain indefinitely reinvested outside of the U.S. as of the end of 2016 as they are required to fund needs outside the U.S. and cannot be repatriated in a manner that is substantially tax free. As of December 31, 2016, the earnings of non-U.S. subsidiaries considered to be indefinitely reinvested totaled $704.6 million. No provision for U.S. income taxes has been provided herein. Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because of the complexities with the hypothetical calculation. Additionally, the amount of liability is dependent on circumstances existing if and when remittance occurs. On December 18, 2015, the U.S. enacted the Consolidated Appropriations Act, which provides for a reinstatement and extension of the controlled foreign corporation look-through rules. This rule allows the Company to access Chinese and Canadian cash in a more tax-efficient manner and utilize the cash outside of the U.S. without triggering residual U.S. tax. As such, in 2016 the Company accrued $4.5 million of foreign withholding taxes.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.12. EMPLOYEE BENEFIT PLANS
Pension Plans
The Charles River Laboratories, Inc. Pension Plan (CRL(U.S. Pension Plan) is a qualified, non-contributory defined benefit plan covering certain U.S. employees. Effective 2002, the planU.S. Pension Plan was amended to exclude new participants from joining and in 2008 the accrual of benefits was frozen. On January 31, 2019, the Company commenced the process to terminate the U.S. Pension Plan and expects to complete the termination process over the next two years. As part of the planned termination, the Company re-balanced assets to a target asset allocation of 100% fixed income investments. The change in U.S. Pension Plan investments is intended to provide for a better matching of assets to the characteristics of the liabilities. The Company intends to take further actions to reduce the volatility of the value of pension assets relative to pension liabilities and to settle remaining liabilities. This includes making such contributions to the U.S. Pension Plan as may be necessary to settle all liabilities, including making lump sum distributions to U.S. Pension Plan participants and purchasing annuity contracts to cover vested benefits for participants who decline to elect a lump sum distribution.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Charles River Pension Plan is a defined contribution and defined benefit pension plan covering certain U.K. employees. Benefits are based on participants’ final pensionable salary and years of service. Participants’ rights vest immediately. Effective December 31, 2002, the plan was amended to exclude new participants from joining the defined benefit section of the plan and a defined contribution section was established for new entrants. Contributions under the defined contribution plan are determined as a percentage of gross salary. In the fourth quarter of 2015, the Charles River Pension Plan was amended such that the members of the defined benefit section of the plan ceased to accrue additional benefits; however, their benefits continue to be adjusted for changes in their final pensionable salary or a specified inflation index, as applicable.
In addition, the Company has several defined benefit plans in certain other countries in which it maintains an operating presence, including Japan, Canada, France, Germany, Japan, Italy, and the Netherlands.
Charles River Laboratories Deferred Compensation Plan and Executive Supplemental Life Insurance Retirement Plan
The Company maintains a non-qualified deferred compensation plan, known as the Charles River Laboratories Deferred Compensation Plan (DCP), which allows a select group of eligible employees to defer a portion of their compensation. At the present time, no contributions are credited to the DCP, except as set forth below. Participants must specify the distribution date for deferred amounts at the time of deferral, in accordance with applicable IRS regulations. Generally, amounts may be paid in lump sum or installments upon retirement or termination of employment, or later if the employee terminates employment after age 55 and before age 65. Amounts may also be distributed during employment, subject to a minimum deferral requirement of three years.
The Company provides certain active employees an annual contribution into their DCP account of 10% of the employee’s base salary plus the lesser of their target annual bonus or actual annual bonus.
In addition to the DCP, certain officers and key employees also participate, or in the past participated, in the Company’s Executive Supplemental Life Insurance Retirement Plan (ESLIRP), which is a non-funded, non-qualified arrangement. Annual benefits under this plan will equal a percentage of the highest five consecutive years of compensation, offset by amounts payable under the CRL Pension Plan and Social Security. In connection with the establishment of the DCP, certain active ESLIRP participants, who agreed to convert their accrued ESLIRP benefit to a comparable deferred compensation benefit, discontinued their direct participation in the ESLIRP. Instead, the present values of the accrued benefits of ESLIRP participants were credited to their DCP accounts, and future accruals are converted to present values and credited to their DCP accounts annually.  
The net periodic benefit costs associated with these plans, including the ESLIRP, for fiscal years 2018, 2017 and 2016 2015 and 2014 totaled $2.2$2.9 million, $2.6$2.3 million and $3.3$2.2 million, respectively.
The Company has invested in several corporate-owned key-person life insurance policies with the intention of using these investments to fund the ESLIRP and the DCP. Participants have no interest in any such investments. As of December 31, 201629, 2018 and December 26, 2015,30, 2017, the cash surrender value of these life insurance policies were $29.5$32.3 million and $27.6$34.0 million, respectively.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a reconciliation of benefit obligations and plan assets of the Company’s pension, DCP and ESLIRP plans:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Change in projected benefit obligations: 
  
 
  
Benefit obligation at beginning of year$345,220
 $359,130
$392,964
 $379,942
Service cost2,453
 4,293
2,612
 3,110
Interest cost12,046
 12,974
10,850
 11,642
Other1,499
 
Benefit payments(13,383) (8,191)(8,886) (9,665)
Curtailment(279) 
Settlements(5,499) 
Plan amendments188
 
104
 (1)
Transfer in from acquisition5,271
 
Actuarial loss (gain)71,006
 (10,362)
Actuarial gain(21,168) (15,724)
Administrative expenses paid(605) (411)(195) (698)
Effect of foreign exchange(36,476) (12,213)(14,975) 24,358
Benefit obligation at end of year$379,942
 $345,220
$362,805
 $392,964
Change in fair value of plan assets:      
Fair value of plan assets at beginning of year$275,480
 $281,290
$304,325
 $256,903
Actual return on plan assets23,388
 6,263
(7,419) 33,558
Employer contributions10,551
 6,762
31,174
 5,165
Settlements(5,499) 
Transfer in from acquisition508
 
Benefit payments(13,383) (8,191)(8,886) (9,665)
Administrative expenses paid(605) (411)(195) (698)
Effect of foreign exchange(33,537) (10,233)(13,290) 19,062
Fair value of plan assets at end of year$256,903
 $275,480
$305,709
 $304,325
      
Net balance sheet liability$123,039
 $69,740
$57,096
 $88,639
      
Amounts recognized in balance sheet:      
Noncurrent assets$
 $261
$3,280
 $1,169
Current liabilities1,120
 6,133
1,095
 1,228
Noncurrent liabilities121,919
 63,868
59,281
 88,580
Amounts recognized in accumulated other comprehensive loss related to the Company’s pension, DCP and ESLIRP plans are as follows:
Fiscal Year
2016 2015Fiscal Year
   2018 2017
(in thousands)(in thousands)
Net actuarial loss$123,743
 $73,412
$93,483
 $94,705
Net prior service cost (credit)(3,300) (4,584)(2,585) (3,203)
Net amount recognized$120,443
 $68,828
$90,898
 $91,502
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The accumulated benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with accumulated benefit obligations in excess of plan assets are as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Accumulated benefit obligation$346,122
 $306,433
$254,138
 $359,965
Fair value of plan assets242,172
 253,225
207,538
 285,609
The projected benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with projected benefit obligations in excess of plan assets are as follows:
December 31, 2016 December 26, 2015
   December 29, 2018 December 30, 2017
(in thousands)(in thousands)
Projected benefit obligation$379,942
 $336,155
$273,625
 $381,960
Fair value of plan assets256,903
 266,154
213,249
 292,152
The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year are as follows:
December 31, 2016December 29, 2018
(in thousands)(in thousands)
Amortization of net actuarial loss$3,867
$1,954
Amortization of net prior service credit(475)(486)
Components of net periodic benefit cost for the Company’s pension, DCP and ESLIRP plans are as follows:
Fiscal Year
2016 2015 2014Fiscal Year
     2018 2017 2016
(in thousands)(in thousands)
Service cost$2,453
 $4,293
 $4,155
$2,612
 $3,110
 $2,453
Interest cost12,046
 12,974
 13,831
10,850
 11,642
 12,046
Expected return on plan assets(14,164) (16,987) (17,444)(15,516) (14,249) (14,164)
Amortization of prior service cost (credit)(292) (581) 1,211
(514) (496) (292)
Amortization of net loss (gain)2,003
 3,198
 23
2,990
 3,845
 2,003
Curtailment(279) 
 

 
 (279)
Settlements788
 
 

 
 788
Other910
 
 
Net periodic cost (benefit)$2,555
 $2,897
 $1,776
$1,332
 $3,852
 $2,555
Assumptions
Weighted-average assumptions used to determine projected benefit obligations are as follows:
December 31, 2016 December 26, 2015December 29, 2018 December 30, 2017
Discount rate3.01% 3.89%3.21% 2.82%
Rate of compensation increase3.25% 3.17%3.23% 3.16%
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Weighted-average assumptions used to determine net periodic benefit cost are as follows:
December 31, 2016 December 26, 2015 December 27, 2014December 29, 2018 December 30, 2017 December 31, 2016
Discount rate3.89% 3.75% 4.44%2.82% 3.01% 3.89%
Expected long-term return on plan assets5.83% 6.24% 6.41%5.18% 5.41% 5.83%
Rate of compensation increase3.17% 3.18% 3.36%3.16% 3.25% 3.17%
A 0.5% decrease in the expected rate of return would increase annual pension expense by $1.3$1.5 million.
Plan assetsAssets
The Company invests its pension assets with the objective of achieving a total long-term rate of return sufficient to fund future pension obligations and to minimize future pension contributions. The Company is willing to tolerate a commensurate level of risk to achieve this objective. The Company controls its risk by maintaining a diversified portfolio of assetsasset classes. Plan assets did not include any of the Company’s common stock as of December 31, 201629, 2018 or December 26, 2015.30, 2017. The weighted-average target asset allocations are approximately 45.0%28.5% to equity securities, approximately 31.5%35.8% to fixed income securities and approximately 23.5%35.7% to other securities.
The fair value of the Company’s pension plan assets by asset category are as follows:
December 31, 2016 December 26, 2015
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalDecember 29, 2018 December 30, 2017
               Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Cash$108
 $
 $
 $108
 $92
 $
 $
 $92
$7,317
 $
 $
 $7,317
 $564
 $
 $
 $564
Equity securities(1)
63,348
 6,252
 
 69,600
 65,890
 5,941
 
 71,831
72,237
 
 
 72,237
 88,854
 
 
 88,854
Debt securities(2)
59,294
 3,269
 
 62,563
 68,489
 2,822
 
 71,311
17,147
 4,100
 
 21,247
 18,485
 4,117
 
 22,602
Mutual funds(3)
64,698
 56,596
 
 121,294
 63,689
 65,725
 
 129,414
86,282
 59,984
 
 146,266
 74,708
 66,656
 
 141,364
Other1,318
 586
 1,434
 3,338
 1,021
 49
 1,762
 2,832
Other (4)
718
 56,283
 1,641
 58,642
 472
 48,713
 1,756
 50,941
Total$188,766
 $66,703
 $1,434
 $256,903
 $199,181
 $74,537
 $1,762
 $275,480
$183,701
 $120,367
 $1,641
 $305,709
 $183,083
 $119,486
 $1,756
 $304,325
(1) This category comprises equity securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(1) This category comprises equity securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(1) This category comprises equity securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(2) This category comprises debt securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(2) This category comprises debt securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(2) This category comprises debt securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(3) This category comprises mutual funds valued at the net asset value of shares held at year end.
(3) This category comprises mutual funds valued at the net asset value of shares held at year end.
(3) This category comprises mutual funds valued at the net asset value of shares held at year end.
(4) This category mainly comprises fixed income securities tied to various UK government bond yields held by non-US pension plans valued at the net asset value of shares held at year-end, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(4) This category mainly comprises fixed income securities tied to various UK government bond yields held by non-US pension plans valued at the net asset value of shares held at year-end, and translated into U.S. dollars using a foreign currency exchange rate at year end.
The activity within the Level 3 pension plan assets was non-significant during the periods presented.
During fiscal year 2016,2018, the Company contributed $4.0$29.9 million to the pension plans and $1.3 million directly to certain participants outside of plan assets. The Company expects to contribute $4.0approximately $0.9 million to its pension plans in fiscal year 2017.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2019.
Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligation as of December 31, 2016.29, 2018. Benefit payments will depend on future employment and compensation levels, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for fiscal years thereafter, are as follows:
Fiscal Year Pension Plans Pension Plans
 (in thousands) (in thousands)
2017 $8,610
2018 8,818
2019 9,682
 $9,311
2020 10,014
 9,754
2021 30,717
 10,374
2022 11,076
2023 35,599
Thereafter 57,705
 73,903
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Post-Retirement Health and Life Insurance Plans
The Company’s Canadian location offers post-retirement life insurance benefits to its employees and post-retirement medical and dental insurance coverage to certain executives. The plan is non-contributory and unfunded. As of December 31, 201629, 2018 and December 26, 2015,30, 2017, the accumulated benefit obligation related to the plan was $1.2$1.5 million and $0.9$1.4 million, respectively. The amounts included in other accumulated comprehensive income as well as expenses related to the plan were non-significant for fiscal years 2016, 2015,2018, 2017 and 2014.2016.
Charles River Laboratories Employee Savings Plan
The Charles River Laboratories Employee Savings Plan is a defined contribution plan in the form of a qualified 401(k) plan in which substantially all U.S. employees are eligible to participate upon employment. The plan contains a provision whereby the Company matches a percentage of employee contributions. During fiscal years 2016, 20152018, 2017 and 2014,2016, the costs associated with this defined contribution plan totaled $6.2$13.4 million, $5.3$11.6 million and $4.9$6.2 million, respectively.
11.13. STOCK-BASED COMPENSATION
The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock, restricted stock units (RSUs), and PSUs.performance share units (PSUs).
During fiscal years 2016, 20152018, 2017 and 2014,2016, the primary share-based awards and their general terms and conditions are as follows:
Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 4 years; and typically expire 5 to 7 years from date of grant.
Restricted stock, units, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and typically vest over 2 to 4 years. With respect to restricted stock units, recipients are not entitled to cash dividends and have no voting rights on the stock during the vesting period.
Restricted stock, which is an award of common stock issued on the grant date and subject to vesting, typically over 2 to 4 years. Recipients cannot sell or transfer the shares until the restriction period has lapsed, but are entitled to forfeitable cash dividends and to vote their respective shares upon grant.
RSUs, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and typically vest over 2 to 4 years. With respect to RSUs, recipients are not entitled to cash dividends and have no voting rights on the stock during the vesting period.
PSUs, which entitle the holder to receive at no cost, a specified number of shares of common stock within a range of shares from zero to a specified maximum and typically vest over 3 years. Payout of this award is contingent upon achievement of certain performance and market conditions.
In May 2007, the Company’s shareholders approved the 2007 Incentive Plan, which was amended in 2009, 2011, 2013 and 2015 (2007 Plan). The 2007 Plan provided no further awards to be granted under preexisting stock option and incentive plans; provided, however, that any shares that have been forfeited or canceled in accordance with the terms of the applicable award under a preexisting plan may be subsequently awarded in accordance with the terms of the preexisting plan. The 2007 Plan allows a maximum of 18.7 million shares to be awarded, of which restricted stock grants, restricted stock units,RSUs, and
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

performance based stock awards count as 2.3 shares and stock options count as 1.0 shares.share. Any stock options and other share-based awards that were granted under prior plans and were outstanding in May 2007 continue in accordance with the terms of the respective plans.
In May 2016, the Company’s shareholders approved the 2016 Incentive Plan (2016 Plan). The 2016 Plan provided no further awards to be granted under preexisting stock option and incentive plans; provided, however, that any shares that have been forfeited or canceled in accordance with the terms of the applicable award under a preexisting plan may be subsequently awarded in accordance with the terms of the preexisting plan. The 2016 Plan allows a maximum of 6.1 million shares to be awarded, of which restricted stock grants, restricted stock unitsRSUs, and performance based stock awards count as 2.3 shares and stock options count as 1.0 shares.share. Any stock options and other share-based awards that were granted under prior plans and were outstanding in May 2016 continue in accordance with the terms of the respective plans.
In May 2018, the Company’s shareholders approved the 2018 Incentive Plan (2018 Plan). The 2018 Plan provided no further awards to be granted under preexisting stock option and incentive plans; provided, however, that any shares that have been forfeited or canceled in accordance with the terms of the applicable award under a preexisting plan may be subsequently awarded in accordance with the terms of the preexisting plan. The 2018 Plan allows a maximum of 7.2 million shares to be awarded, of which restricted stock grants, RSUs, and performance based stock awards count as 2.3 shares and stock options count as 1.0 share. Any stock options and other share-based awards that were granted under prior plans and were outstanding in May 2018 continue in accordance with the terms of the respective plans.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2016,29, 2018, approximately 7.37.1 million shares were authorized for future grants under the Company’s share-based compensation plans. The Company settles employee share-based compensation awards with newly issued shares. The following table provides stock-based compensation by the financial statement line itemsitem in which stock-based compensationit is reflected:
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
Cost of revenue (excluding amortization of intangible assets)$6,508
 $6,511
 $5,382
Selling, general and administrative37,134
 33,611
 25,653
Stock-based compensation expense, before income taxes43,642
 40,122
 31,035
Provision for income taxes(15,548) (14,225) (11,006)
Stock-based compensation, net of income taxes$28,094
 $25,897
 $20,029
During fiscal year 2015, the Company modified certain stock-based awards granted in previous years as part of executive retirement transitions. For the stock-based awards granted to employees during and subsequent to fiscal year 2015, the Company introduced a new retirement provision, which allows for continued vesting of such awards after the employee’s retirement if certain eligibility conditions are met. The introduction of the new retirement provision and stock-based award modifications increased the Company’s stock-based compensation expense for 2015 by $4.5 million.
 Fiscal Year
 2018 2017 2016
 (in thousands)
Cost of revenue$6,285
 $6,509
 $6,508
Selling, general and administrative41,061
 37,494
 37,134
Stock-based compensation, before income taxes47,346
 44,003
 43,642
Provision for income taxes(9,188) (13,428) (15,548)
Stock-based compensation, net of income taxes$38,158
 $30,575
 $28,094
The Company capitalized no stock-based compensation related costs for fiscal years 2016, 20152018, 2017 and 2014.
The Company’s pool of excess tax benefits, which is computed in accordance with the long form method, was $32.2 million as of December 31, 2016, $22.3 million as of December 26, 2015, and $10.8 million as of December 27, 2014. During fiscal year 2016, the Company recorded a tax benefit of $9.3 million to additional paid-in capital related to the exercise of stock options and vesting of restricted shares and restricted stock units, compared to a tax benefit of $10.6 million in fiscal year 2015.2016.
Stock Options
The following table summarizes stock option activitiesactivity under the Company’s stock-based compensation plans:
 Number of shares Weighted Average
Exercise Price
 Weighted Average
Remaining
Contractual Life
(in years)
 Aggregate
Intrinsic
Value
        
 (in thousands, except per share amounts)
Options outstanding as of December 26, 20152,066
 $50.62
    
Options granted588
 $74.13
    
Options exercised(601) $38.52
    
Options canceled(83) $62.66
    
Options outstanding as of December 31, 20161,970
 $60.82
 3.4 $30,638
Options exercisable as of December 31, 2016746
 $48.34
 2.6 $20,817
Options expected to vest as of December 31, 20161,202
 $68.40
 3.8 $9,690
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Number of shares Weighted Average
Exercise Price
 Weighted Average
Remaining
Contractual Life
 Aggregate
Intrinsic
Value
 (in thousands)   (in years) (in thousands)
Options outstanding as of December 30, 20171,774
 $73.19
    
Options granted508
 $109.32
    
Options exercised(576) $65.40
    
Options canceled(150) $88.17
    
Options outstanding as of December 29, 20181,556
 $86.44
 2.9 $39,300
Options exercisable as of December 29, 2018379
 $66.91
 1.8 $16,991
Options expected to vest as of December 29, 20181,175
 $92.74
 3.2 $22,309
The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Fiscal YearFiscal Year
2016 2015 20142018 2017 2016
Expected life (in years)3.6
 3.6
 4.2
3.7
 3.6
 3.6
Expected volatility25% 28% 30%25% 24% 25%
Risk-free interest rate1.2% 1.1% 1.5%2.4% 1.6% 1.2%
Expected dividend yield0% 0% 0%0% 0% 0%
The weighted-average grant date fair value of stock options granted was $15.12, $17.24$24.80, $18.33 and $15.19$15.12 for fiscal years 2016, 20152018, 2017 and 2014,2016, respectively.
As of December 31, 2016,29, 2018, the unrecognized compensation cost related to unvested stock options expected to vest was $10.8$13.4 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.22.3 years.
The total intrinsic value of options exercised during fiscal years 2018, 2017 and 2016 2015 and 2014 was $23.0$29.0 million, $28.3$30.0 million and $30.5$23.0 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock and Restricted Stock Units
The following table summarizes the restricted stock and restricted stock units activity for fiscal year 2016:2018:
 Restricted Stock and Restricted Stock Units Weighted
Average
Grant Date
Fair Value
 Restricted Stock and Restricted Stock Units Weighted
Average
Grant Date
Fair Value
(in thousands)  (in thousands)  
December 26, 2015607
 $55.52
December 30, 2017514
 $80.45
Granted236
 $75.10
221
 $109.15
Vested(296) $49.29
(201) $76.84
Canceled(32) $63.36
(44) $92.78
December 31, 2016515
 $67.62
December 29, 2018490
 $93.80
As of December 31, 2016,29, 2018, the unrecognized compensation cost related to shares of unvested restricted stock and restricted stock unitsRSUs expected to vest was $19.2$25.7 million, which is expected to be recognized over an estimated weighted-average amortization period of 1.22.3 years. The total fair value of restricted stock and restricted stock unitRSU grants that vested during fiscal years 2018, 2017 and 2016 2015 and 2014 was $14.6$15.5 million, $15.7$13.6 million and $13.9$14.6 million, respectively.
Performance Based Stock Award Program
The Company issues PSUs to certain corporate officers. The number of shares of common stock issued for each PSU is adjusted based on a performance condition linked to the Company’s financial performance. Certain awards are further adjusted based on a market condition, which is calculated based on the Company’s stock performance relative to a peer group over the three-year vesting period. The fair value of the market condition is reflected in the fair value of the award at grant date.
The Company utilizes a Monte Carlo simulation valuation model to value these awards. Information pertaining to the Company’s PSUs and the related estimated weighted-average assumptions used to calculate their fair value were as follows:
 Fiscal Year
 2018 2017 2016
PSUs granted200,333
 197,645
 190,628
Weighted average grant date fair value$117.89
 $99.96
 $80.38
Key Assumptions:     
Expected volatility26% 26% 24 %
Risk-free interest rate2.4% 1.3% 0.9 %
Expected dividend yield0% 0% 0 %
20 trading day average stock price on grant date2.9% 17.7% (4.8)%
The maximum number of common shares to be issued upon vesting of PSUs is 0.4 million. For fiscal years 2018, 2017 and 2016, the Company recognized stock-based compensation related to PSUs of $20.4 million, $18.9 million and $19.7 million, respectively. The total fair value of PSUs that vested during fiscal years 2018, 2017 and 2016 was $18.3 million, $14.4 million and $18.0 million, respectively.
In fiscal years 2018, 2017 and 2016, the Company also issued approximately 17,000, 15,000 and 18,000 PSUs using a weighted-average grant date fair value per share of $109.34, $88.05 and $73.70 respectively. These PSUs vest upon the achievement of financial targets and other performance measures.
14. FOREIGN CURRENCY CONTRACTS
The Company entered into foreign exchange forward contracts during fiscal 2018 to limit its foreign currency exposure related a U.S. dollar denominated loan borrowed by a non-U.S. Euro functional currency entity under the Company’s $2.3B Credit Facility. These contracts are not designated as hedging instruments. Any gains or losses on these forward contracts are recognized immediately in Interest expense. The open contract at December 29, 2018, which has a duration of approximately 3 months, is recorded at fair value in the Company’s accompanying consolidated balance sheet. The notional amount and fair value of the open contract as of December 29, 2018 is summarized as follows:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Fiscal Year
 2016 2015 2014
PSUs granted190,628
 148,900
 214,823
Weighted average per share fair value$80.38
 $88.62
 $67.82
Key Assumptions:     
Expected volatility24 % 23% 29%
Risk-free interest rate0.91 % 0.96% 0.63%
Expected dividend yield % % %
20 trading day average stock price on grant date(4.8)% 20.6% 13.1%
The maximum amount of common shares to be issued upon vesting of PSUs is approximately 0.3 million. For fiscal years 2016, 2015 and 2014, the Company recognized stock-based compensation related to PSUs of $19.7 million, $14.7 million and $8.5 million, respectively. The total fair value of PSUs that vested during fiscal years 2016 and 2015 was $18.0 million and $6.6 million, respectively.
In fiscal year 2016, the Company also issued approximately 18,000 PSUs using a weighted average fair value per share of $73.70. These PSUs vest upon the achievement of financial targets and other performance measures.
12. FOREIGN CURRENCY CONTRACTS
December 29, 2018
Notional Amount Fair Value Balance Sheet Location
(in thousands)  
$343,300
 $(1,319) Other current liabilities
The Company entersalso entered into foreign exchange forward contracts during fiscal years 2018, 2017, and 2016 to limit its foreign currency exposure related to certain intercompany loans that are not of a long-term investment nature.loans. These contracts are recorded at fair value in the Company’s consolidated balance sheet and are not designated as hedging instruments. Any gains or losses on suchforward contracts associated with intercompany loans are recognized immediately recognized in otherOther income, (expense), net and are largely offset by the remeasurement of the underlying intercompany loan balances.
loans. The Company did not have any foreign currency contracts open related to intercompany loans as of December 31, 2016. The notional amount29, 2018 and fair value of the Company’s foreign currency forward contracts as of December 26, 2015 were as follows:
Notional Amount Fair Value Balance Sheet Location
     
(in thousands)
$88,483
 $15
 Other current assets
30, 2017.
The following table summarizes gains (losses) recognized onthe effect of all foreign exchange forward contracts related to intercompany loans denominated in British Pounds and Euros on the Company’s consolidated statementstatements of income:
  Fiscal Year
Location of Gain (Loss) 2016 2015
     
  (in thousands)
Other income (expense), net $3,373
 $(4,917)
The forward contracts outstanding as of December 26, 2015 had durations of approximately 3 months.
  Fiscal Year
Location of Gain 2018 2017 2016
  (in thousands)
Interest expense $1,486
 $
 $
Other income, net 
 
 3,373
13.15. RESTRUCTURING AND ASSET IMPAIRMENTS
Global RMS Restructuring Initiatives
In the fourth quarter of fiscal year 2017, the Company committed to a plan to further reduce costs and improve operating efficiencies in its RMS reportable segment. The plan included ceasing production within the Company’s facility in Maryland and reducing its workforce at various global RMS facilities during 2018. On August 1, 2018, the Company’s Board of Directors approved a modification to the plan which repurposes the facility in Maryland to be used for alternative initiatives. The Company’s existing lease obligation continues through 2028 and the Company expects to remain in the facility for the duration of the lease term.
The following table presents a summary of severance and transition costs, and asset impairments (referred to as restructuring costs) related to this initiative by classification within the consolidated statements of income:
 Severance and Transition Costs Asset Impairments and Other Costs Total
 (in thousands)
December 29, 2018     
Cost of services provided and products sold (excluding amortization of intangible assets)$847
 $822
 $1,669
Selling, general and administrative314
 
 314
Total$1,161
 $822
 $1,983
December 30, 2017     
Cost of services provided and products sold (excluding amortization of intangible assets)$362
 $17,716
 $18,078
Selling, general and administrative67
 
 67
Total$429
 $17,716
 $18,145
No further restructuring costs related to this initiative are expected to be incurred beyond 2018. Restructuring costs incurred during 2017 were $18.1 million, which primarily related to non-cash asset impairments and accelerated depreciation charges of $17.7 million. The costs incurred during 2018 were $2.0 million, which primarily related to cash payments for severance and transition costs of $1.2 million. All of the costs are recorded in the RMS reportable segment.
Other Restructuring Initiatives
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In recent fiscal years, the Company has undertaken productivity improvement initiatives within all reportable segments at various locations across the U.S., Europe, and Japan. This includes workforce right-sizing and scalability initiatives, resulting in severance and transition costs; and cost related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. The Company’s existing lease obligations for certain facilities continue through various dates, the latest being March 2028.
The following table presents a summary of restructuring costs related to these initiatives by classification within the consolidated statements of income:
 Severance and Transition Costs Lease Obligations Asset Impairments and Other Costs Total
 (in thousands)
Fiscal Year 2018       
Cost of services provided and products sold (excluding amortization of intangible assets)$923
 $
 $27
 $950
Selling, general and administrative6,597
 
 21
 6,618
Total$7,520
 $
 $48
 $7,568
Fiscal Year 2017       
Cost of services provided and products sold (excluding amortization of intangible assets)$1,944
 $
 $929
 $2,873
Selling, general and administrative1,905
 
 
 1,905
Total$3,849
 $
 $929
 $4,778
Fiscal Year 2016       
Cost of services provided and products sold (excluding amortization of intangible assets)$4,717
 $4,616
 $4,809
 $14,142
Selling, general and administrative3,737
 
 
 3,737
Total$8,454
 $4,616
 $4,809
 $17,879
The following table presents restructuring costs by reportable segment for these productivity improvement initiatives:
 Fiscal Year
 2018 2017 2016
 (in thousands)
RMS$
 $291
 $759
DSA1,063
 1,604
 17,114
Manufacturing1,227
 2,883
 6
Unallocated corporate5,278
 
 
Total$7,568
 $4,778
 $17,879
The following table provides a rollforward for all of the Company’s severance and transition costs, and lease obligation liabilities related to restructuring activities:
 Fiscal Year
 2018 2017 2016
 (in thousands)
Beginning balance$6,856
 $8,102
 $2,969
Expense8,681
 4,278
 13,070
Payments / utilization(12,341) (6,103) (7,667)
Foreign currency adjustments(275) 579
 (270)
Ending balance$2,921
 $6,856
 $8,102
As of December 29, 2018 and December 30, 2017, $2.4 million and $3.0 million of severance and other personnel related costs liabilities and lease obligation liabilities, respectively, were included in accrued compensation and accrued liabilities within the Company’s consolidated balance sheets and $0.5 million and $3.9 million, respectively, were included in other long-term liabilities within the Company's consolidated balance sheets.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company rents laboratory and office space, land, vehicles and certain equipment under non-cancellable operating leases. These lease agreements contain various clauses for renewal at the Company’s option and, in certain cases, rent escalation clauses. Rental expense under these leases amounted to $21.8$30.4 million, $23.4$26.3 million and $14.2$21.8 million in fiscal years 2016, 20152018, 2017 and 2014,2016, respectively. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other operating expenses.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2016,29, 2018, minimum rental commitments under non-cancellable leases, net of income from subleases, for each of the next five years and total thereafter were as follows:
 Minimum Lease PaymentsMinimum Lease Payments
 (in thousands)(in thousands)
2017 $23,410
2018 20,273
2019 17,119
$25,411
2020 13,254
22,400
2021 8,104
21,544
202218,535
202315,398
Thereafter 19,116
66,870
Total $101,276
$170,158
Insurance
The Company maintains certain insurance policies that maintain large deductibles up to approximately $5.0$1.0 million, some with or without stop-loss limits, depending on market availability. Insurance policies at certain locations are based on a percentage of the insured assets, for which deductibles for certain property may exceed $5.0 million in the event of a catastrophic event.
Litigation
Various lawsuits, claims and proceedings of a nature considered normal to its business are pending against the Company. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on the Company’s business or financial condition.
In July 2015, IDEXX Laboratories, Inc. and IDEXX Distribution, Inc. (collectively, IDEXX) filed a complaint in the United States District Court for the District of Delaware alleging the Company has infringed three recently issued patents related to a blood spot sample collection method used in determining the presence or absence of an infectious disease in a population of rodents.  On September 21, 2015, the Company timely filed a motion to dismiss the complaint on the grounds that all of the claims are directed to unpatentable subject matter and therefore are invalid. On October 7, 2015, IDEXX filed an amended complaint, which substantially asserted the same patents and infringement allegations as asserted in the original complaint, and on October 26, 2015, the Company timely filed a motion to dismiss this amended complaint. The hearing on the motion to dismiss was held on January 12, 2016. On July 1, 2016, the Court issued an opinion denying the motion to dismiss. The Company filed its answer to the complaint on July 21, 2016. In addition, on July 29, 2016, the Company initiated an inter partes review (IPR) procedure with the United States Patent and Trademark Office challenging the validity of the IDEXX patents. On February 6, 2017, we entered into a settlement agreement with IDEXX, which involved the withdrawal by IDEXX of their complaint and withdrawal by us of the IPR.
In May 2013, the Company commenced an investigation into inaccurate billing with respect to certain government contracts. The Company promptly reported these matters to the relevant government contracting officers, the Department of Health and Human Services’ Office of the Inspector General, and the Department of Justice, and the Company is cooperating with these agencies to ensure the proper repayment and resolution of this matter. The Company previously identified approximately $1.5 million of excess amounts billed on these contracts since January 1, 2007, and recorded a liability for such amount.  Based on its ongoing discussions with the government, the Company has recorded an additional charge of $0.3 million during the fiscal year 2016. The Company’s best estimate, which totals $1.8 million, may be subject to change based on the terms of any final settlement with the Department of Justice and the Department of Health and Human Services’ Office of the Inspector General.
Guarantees
The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal.
Purchase Obligations
The Company enters into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty. The aggregate amount of the Company’s unconditional purchase obligations totaled $86.2$146.0 million as of December 31, 2016.
14. RESTRUCTURING AND ASSET IMPAIRMENTS
Workforce Reductions
The Company periodically implements workforce reductions to improve operating efficiency at various sites. The following table provides a rollforward of the Company’s severance and retention costs liability:
 December 31, 2016 December 26, 2015 December 27, 2014
      
 (in thousands)
Balance, beginning of period$2,969
 $2,666
 $2,782
Expense8,454
 6,173
 7,792
Payments / utilization(7,473) (5,820) (7,900)
Foreign currency adjustments(270) (50) (8)
Balance, end of period$3,680
 $2,969
 $2,666
As of December 31, 2016 and December 26, 2015, $3.6 million and $2.6 million of severance and retention costs liability, respectively, was included in accrued compensation and $0.1 million and $0.3 million, respectively, was included in other long-term liabilities on the Company's consolidated balance sheets.
The following table presents severance and retention costs by classification on the consolidated statements of income:
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
Cost of services provided and products sold (excluding amortization of intangible assets)$4,717
 $735
 $3,342
Selling, general and administrative3,737
 5,438
 4,450
Total severance and retention costs$8,454
 $6,173
 $7,792
The following presents severance and retention costs by reportable segment:
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
RMS$759
 $1,338
 $4,593
DSA7,689
 1,068
 2,912
Manufacturing6
 1,639
 166
Unallocated corporate
 2,128
 121
Total severance and retention costs$8,454
 $6,173
 $7,792
Facilities
In fiscal year 2016, the Company commenced a consolidation of small DSA facilities in the U.S., Ireland, and the United Kingdom. As a result, an asset impairment charge of $9.4 million was recorded related to the consolidation plans.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In fiscal year 2015, the Company commenced a consolidation of certain RMS facilities in the U.S., Europe, and Japan. As a result, an asset impairment charge of $1.8 million was recorded related to the consolidation plans.
In fiscal year 2014, the Company committed to plans to consolidate certain research model operations in the U.S., Japan, and Europe. As a result, the Company recorded $2.2 million of asset impairments and other charges and $4.3 million of accelerated depreciation related to certain facilities impacted by the consolidation plans. Also, in fiscal year 2014, the Company recorded a gain of $1.0 million on the sale of a European facility.
15. SEGMENT AND GEOGRAPHIC INFORMATION
The Company revised its reportable segments during fiscal year 2016 to align with its view of the business following its acquisition of WIL Research. See Note 1, “Description of Business and Summary of Significant Accounting Policies.” The Company reported segment results on this basis retrospectively for all comparable prior periods. Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s Chief Operating Decision Maker.
The following table presents revenue and other financial information by reportable segment:
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
RMS     
Revenue$494,037
 $470,411
 $503,656
Operating income136,365
 120,973
 120,736
Depreciation and amortization20,853
 22,526
 27,309
Capital expenditures11,642
 17,398
 18,669
DSA   
  
Revenue$836,593
 $612,173
 $538,218
Operating income138,157
 121,981
 69,749
Depreciation and amortization71,816
 46,812
 47,138
Capital expenditures27,493
 30,333
 19,759
Manufacturing     
Revenue$350,802
 $280,718
 $255,788
Operating income104,543
 74,675
 79,260
Depreciation and amortization25,566
 18,129
 14,295
Capital expenditures12,247
 9,814
 15,621
For fiscal years ended 2016, 2015 and 2014, reconciliations of segment operating income and capital expenditures to the respective consolidated amounts are as follows:
 Operating Income Capital Expenditures
 Fiscal Year Fiscal Year
 2016 2015 2014 2016 2015 2014
            
 (in thousands)
Total reportable segments$379,065
 $317,629
 $269,745
 $51,382
 $57,545
 $54,049
Unallocated corporate(141,646) (111,180) (92,075) 3,906
 5,707
 2,876
Total consolidated$237,419
 $206,449
 $177,670
 $55,288
 $63,252
 $56,925
Revenue for each significant product or service offering is as follows:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Fiscal Year
 2016 2015 2014
      
 (in thousands)
RMS$494,037
 $470,411
 $503,656
DSA836,593
 612,173
 538,218
Manufacturing350,802
 280,718
 255,788
Total revenue$1,681,432
 $1,363,302
 $1,297,662
A summary of unallocated corporate overhead consists of the following:
 Fiscal Year
 2016 2015 2014
      
 (in thousands)
Stock-based compensation expense$27,272
 $25,751
 $18,474
Salary, bonus, and fringe39,189
 33,026
 30,838
Consulting, audit, and professional services23,421
 15,418
 13,431
IT related expenses13,233
 8,400
 6,528
Depreciation expense8,423
 7,414
 7,703
Acquisition related adjustments15,608
 11,644
 6,285
Other general unallocated corporate expenses14,500
 9,527
 8,816
Total unallocated corporate overhead costs$141,646
 $111,180
 $92,075
Other general unallocated corporate expenses consist of various departmental costs including those associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.
Revenue and long-lived assets by geographic area are as follows:
 U.S. Europe Canada Japan Other Non-U.S. Consolidated
            
 (in thousands)
2016           
Revenue$850,422
 $520,937
 $194,210
 $46,829
 $69,034
 $1,681,432
Long-lived assets462,330
 177,423
 78,866
 20,941
 16,267
 755,827
2015           
Revenue$659,466
 $435,491
 $172,349
 $40,520
 $55,476
 $1,363,302
Long-lived assets402,238
 159,445
 77,535
 22,348
 16,393
 677,959
2014          

Revenue$588,531
 $446,263
 $163,490
 $49,921
 $49,457
 $1,297,662
Long-lived assets386,624
 153,203
 95,272
 23,896
 17,802
 676,797
Included in the other non-U.S. category above are operations located in China, Korea, Australia, Singapore, and India. Revenues represent sales originating in entities physically located in the identified geographic area. Long-lived assets include property, plant, and equipment and other long-lived assets.29, 2018.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.17. SELECTED QUARTERLY FINANCIAL DATA (unaudited)
The following table contains quarterly financial information for fiscal years 20162018 and 2015.2017. The operating results for any quarter are not necessarily indicative of future period results.
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter (1)
       (in thousands, except per share amounts)
Fiscal Year 2016(in thousands, except per share amounts)
Fiscal Year 2018 
Total revenue$354,868
 $434,055
 $425,720
 $466,789
$493,970
 $585,301
 $585,295
 $601,530
Gross profit(1)(2)
140,768
 169,747
 156,270
 179,881
181,469
 215,981
 216,200
 226,417
Operating income51,472
 58,061
 58,795
 69,091
67,829
 76,710
 84,362
 102,482
Net income attributable to common shareholders37,143
 35,207
 37,735
 44,680
52,631
 53,709
 60,368
 59,665
Earnings (loss) per common share              
Basic:              
Continuing operations attributable to common shareholders$0.80
 $0.75
 $0.79
 $0.95
$1.10
 $1.08
 $1.25
 $1.24
Discontinued operations$
 $
 $0.01
 $
$
 $0.03
 $
 $
Net income attributable to common shareholders$0.80
 $0.75
 $0.80
 $0.95
$1.10
 $1.11
 $1.25
 $1.24
Diluted:              
Continuing operations attributable to common shareholders$0.78
 $0.73
 $0.78
 $0.93
$1.08
 $1.06
 $1.22
 $1.21
Discontinued operations$
 $
 $0.01
 $
$
 $0.03
 $
 $
Net income attributable to common shareholders$0.78
 $0.73
 $0.79
 $0.93
$1.08
 $1.10
 $1.22
 $1.21
Fiscal Year 2015       
Fiscal Year 2017       
Total revenue$320,414
 $339,573
 $349,465
 $353,850
$445,763
 $469,129
 $464,232
 $478,477
Gross profit(1)(2)
119,660
 132,783
 138,075
 140,574
171,352
 185,325
 176,847
 167,394
Operating income43,005
 55,735
 55,440
 52,269
69,706
 81,686
 74,062
 62,827
Net income attributable to common shareholders31,541
 48,509
 37,379
 31,884
Net income (loss) attributable to common shareholders46,778
 53,952
 52,474
 (29,849)
Earnings (loss) per common share              
Basic:              
Continuing operations attributable to common shareholders$0.67
 $1.04
 $0.81
 $0.71
$0.98
 $1.14
 $1.11
 $(0.63)
Discontinued operations$
 $
 $
 $(0.02)$
 $
 $
 $
Net income attributable to common shareholders$0.67
 $1.04
 $0.81
 $0.69
Net income (loss) attributable to common shareholders$0.98
 $1.13
 $1.11
 $(0.63)
Diluted:              
Continuing operations attributable to common shareholders$0.66
 $1.02
 $0.79
 $0.69
$0.97
 $1.12
 $1.09
 $(0.63)
Discontinued operations$
 $
 $
 $(0.02)$
 $
 $
 $
Net income attributable to common shareholders$0.66
 $1.02
 $0.79
 $0.67
(1) Gross profit is calculated as total revenues minus cost of revenue (excluding amortization of intangible assets).
Net income (loss) attributable to common shareholders$0.97
 $1.12
 $1.08
 $(0.63)
(1) Net loss attributable to common shareholders in 2017 includes the amounts recorded due to U.S. Tax Reform. See Note 11.
(1) Net loss attributable to common shareholders in 2017 includes the amounts recorded due to U.S. Tax Reform. See Note 11.
(2) Gross profit is calculated as total revenue minus cost of revenue (excluding amortization of intangible assets).
(2) Gross profit is calculated as total revenue minus cost of revenue (excluding amortization of intangible assets).
Full-year amounts may not sum due to rounding.
17.18. SUBSEQUENT EVENTSEVENT
Citoxlab
On February 10, 2017,13, 2019, the Company completed the divestiture of its CDMO businessannounced that it has signed a binding offer to Quotient Clinical Ltd., based in London, England,acquire Citoxlab for $75.0€448 million in cash (or approximately $510 million based on current exchange rates), subject to certain post-closingcustomary closing adjustments.
Citoxlab is a non-clinical CRO, specializing in regulated safety assessment services, non-regulated discovery services, and medical device testing. With operations in Europe and North America, the proposed acquisition of Citoxlab would further strengthen the Company’s position as the leading, global, early-stage CRO by expanding its scientific portfolio and geographic footprint, which would enhance the Company’s ability to partner with clients across the drug discovery and development continuum. The CDMO business, which represented approximately 1%proposed transaction is expected to close in the second quarter of 2019, subject to labor consultations, regulatory requirements, and customary closing conditions. Upon completion of the Company’s 2016 consolidated revenue, was acquired in April 2016 as part oflabor consultations, Citoxlab’s shareholders are expected to enter into a definitive purchase agreement. The proposed acquisition and associated fees are expected to be financed through the acquisition of WIL Research. See Note 1, “Description of Business and Summary of Significant Accounting Policies” and Note 2, “Business Acquisitions.” Following a strategic review, the Company determined that the CDMO business was not optimized within the Company’s portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities.
The Company is in the process of evaluating the transaction and its impact on the financial statements, including evaluating the resulting gain (loss) that will be recognized. As of December 31, 2016, the carrying amounts of the major classes of assets and liabilities associated with the CDMO business were as follows:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 December 31, 2016
 (in thousands)
Assets 
Current assets$4,270
Property, plant and equipment, net11,313
Goodwill35,857
Long-term assets17,332
Total assets$68,772
Liabilities 
Current liabilities$5,840
Long-term liabilities7,856
Total liabilities$13,696
AsCompany’s existing revolving credit facility and cash. In the event the agreement is terminated under specified circumstances, the Company may be required to pay a termination fee of December 31, 2016, the assets and liabilities€18.2 million. This business is expected to be reported as part of the CDMO business were not classified as held-for-sale as management had not committed to a formal plan to sell the business and the sale was not deemed probable.



Company’s DSA reportable segment.


Item 9.    Changes in and DisagreementDisagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.    Controls and Procedures
(a)   Evaluation of Disclosure Controls and Procedures
Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated by the Securities Exchange Act of 1934, as amended (Exchange Act), the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are effective, at a reasonable assurance level, as of December 31, 2016,29, 2018, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizedrecognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2016.29, 2018.
We have excluded the business acquisitions completed during fiscal year 2016,2018, including WRH, Inc., Blue Stream Laboratories, Inc.,MPI Research and Agilux Laboratories, Inc.,KWS BioTest, from the assessment of the effectiveness of internal control over financial reporting as of December 31, 2016.29, 2018. The acquired businesses are wholly-owned subsidiaries whose total assets and total revenuesrevenue collectively represent 7.8%5.4% and 11.1%9.6%, respectively, of the related consolidated financial statement amounts as of and for fiscal year ended December 31, 2016.29, 2018.
The effectiveness of our internal control over financial reporting as of December 31, 2016,29, 2018, has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which is includedappears in Item 8, “Financial Statements and Other Supplementary Data” in this Annual Report on Form 10-K.
(b) Changes in Internal Controls
During the fourth quarter of 2016,fiscal year 2018, the Company continued to execute a plan to centralize certain accounting transaction processing functions to internal shared service centers. This planned effort is expected to continue in subsequent quarters. There were no other material changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter of 20162018 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.    Other Information
None.


PART III
Item 10.    Directors, Executive Officers and Corporate Governance
A.    Directors and Compliance with Section 16(a) of the Exchange Act
The information required by this Item regarding our directors and compliance with Section 16(a) of the Exchange Act by our officers and directors will be included in the 20172019 Proxy Statement under the sections captioned “Nominees for Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference thereto. The information required by this Item regarding our corporate governance will be included in the 20172019 Proxy Statement under the section captioned “Corporate Governance” and is incorporated herein by reference thereto.
B.    Our Executive Officers
The information required by this Item regarding our executive officers is reported in Part I of this Form 10-K under the heading “Item 1. Business”
C.    Audit Committee Financial Expert
The information required by this Item regarding the audit committee of the Board of Directors and financial experts will be included in the 20172019 Proxy Statement under the section captioned “The Board of Directors and its Committees-Audit Committee and Financial Experts” and is incorporated herein by reference thereto.
D.    Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on our website and can be accessed by selecting the “Corporate Governance” link at http://ir.criver.com. We will provide to any person, without charge, a copy of our Code of Business Conduct and Ethics. To obtain a copy, please mail a request to the Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887. Information on our website is not incorporated by reference in this annual report.
E.    Changes to Board Nomination Procedures
Since December 2008, there have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
Item 11.    Executive Compensation
The information required by this Item will be included in the 20172019 Proxy Statement under the sections captioned “2016“2018 Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation and Related Information,” “Compensation Committee Interlocks and Insider Participation” and “Report of Compensation Committee,” and is incorporated herein by reference thereto.
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in the 20172019 Proxy Statement under the sections captioned “Beneficial Ownership of Securities” and “Equity Compensation Plan Information” and is incorporated herein by reference thereto.
Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in the 20172019 Proxy Statement under the sections captioned “Related Person Transaction Policy” and “Corporate Governance-Director Qualification Standards; Director Independence” and is incorporated herein by reference thereto.
Item 14.    Principal Accountant Fees and Services
The information required by this Item will be included in the 20172019 Proxy Statement under the section captioned “Statement of Fees Paid to Independent Registered Public Accounting Firm” and is incorporated herein by reference thereto.

PART IV
Item 15.    Exhibits and Financial Statement Schedules
Item 15(a)(1) and (2) Financial Statements and Schedules
See "Index to Consolidated Financial Statements and Financial Statements Schedules" at Item 8 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3) and Item 15(b) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits. We have identified in the Exhibit Index each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(c) of Form 10-K.
Item 16.    Form 10-K Summary
None.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
February 13, 2019By:/s/ DAVID R. SMITH
 David R. Smith
Date:February 14, 2017
Corporate Executive Vice President and
Chief Financial Officer and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
SignaturesTitleDate
By:/s/ JAMES C. FOSTERChairman, President and Chief Executive Officer and ChairmanFebruary 14, 201713, 2019
 James C. Foster  
    
By:/s/ DAVID R. SMITHCorporate Executive Vice President ChiefandFebruary 14, 201713, 2019
 David R. SmithChief Financial Officer
By:/s/ MICHAEL G. KNELLCorporate Senior Vice President andFebruary 13, 2019
Michael G. KnellChief Accounting Officer 
    
By:/s/ ROBERT J. BERTOLINIDirectorFebruary 14, 201713, 2019
 Robert J. Bertolini  
    
By:/s/ STEPHEN D. CHUBBDirectorFebruary 14, 201713, 2019
 Stephen D. Chubb  
    
By:/s/ GEORGE E. MASSARODEBORAH T. KOCHEVARDirectorFebruary 14, 201713, 2019
 George E. MassaroDeborah T. Kochevar  
    
By:/s/ DEBORAH KOCHEVARMARTIN MACKAYDirectorFebruary 14, 201713, 2019
 Deborah KochevarMartin Mackay
By:/s/ JEAN-PAUL MANGEOLLEDirectorFebruary 13, 2019
Jean-Paul Mangeolle
By:/s/ GEORGE E. MASSARODirectorFebruary 13, 2019
George E. Massaro  
    
By:/s/ GEORGE M. MILNE, JR.DirectorFebruary 14, 201713, 2019
 George M. Milne, Jr.  
    
By:/s/ C. RICHARD REESEDirectorFebruary 14, 201713, 2019
 C. Richard Reese  
    
By:/s/ CRAIG B. THOMPSONDirectorFebruary 14, 2017
Craig B. Thompson
By:/s/ RICHARD F. WALLMANDirectorFebruary 14, 201713, 2019
 Richard F. Wallman  


EXHIBIT INDEX
Exhibit No.DescriptionFiled with this Form 10-KIncorporation by ReferenceDescriptionFiled with this Form 10-KIncorporation by Reference
FormFiling DateExhibit No.FormFiling DateExhibit No.
3.1Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc. dated June 5, 2000 S-1/AJune 23, 20003.1 S-1/AJune 23, 20003.1
3.2Fifth Amended and Restated By-Laws of Charles River Laboratories International, Inc. 8-KMay 16, 20163.2 8-KMay 16, 20163.2
4.1Form of Common Stock certificate, $0.01 par value, of Charles River Laboratories International, Inc. S-1June 23, 20004.1 S-1/AJune 23, 20004.1
4.2Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2007 Incentive Plan 10-KFebruary 27, 20134.4
4.3Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2016 Incentive PlanX 
4.2* 10-KFebruary 27, 20134.4
4.3* 10-KFebruary 14, 20174.3
4.4 8-KApril 3, 20184.1
4.5 8-KApril 3, 20184.2
4.6 8-KApril 3, 20184.3
10.1*Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended 10-KFebruary 17, 201510.13 10-KFebruary 17, 201510.13
10.2*Charles River Laboratories International, Inc. 2016 Incentive Plan 10-QAugust 3, 201610.1 10-QAugust 3, 201610.1
10.3*Charles River Laboratories International, Inc. Form of Stock Option granted under the 2007 Incentive Plan, as amended 10-KFebruary 20, 200810.17 10-QMay 10, 201810.2
10.4*Charles River Laboratories International, Inc. Form of Stock Option granted under the 2016 Incentive PlanX  10-KFebruary 20, 200810.17
10.5*Charles River Laboratories International, Inc. Form of Restricted Stock Award granted under the 2007 Incentive Plan, as amended 10-KFebruary 20, 200810.18 10-KFebruary 14, 201710.4
10.6*Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2007 Incentive PlanX  10-KFebruary 20, 200810.18
10.7*Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2016 Incentive PlanX  10-KFebruary 14, 201710.6
10.8*Charles River Corporate Officer Separation Plan dated April 30, 2010 10-QAugust 3, 201010.1 10-KFebruary 14, 201710.7
10.9*Form of Change in Control Agreement 10-KFebruary 23, 200910.7 10-QAugust 3, 201010.1
10.10*Executive Incentive Compensation Plan dated January 1, 2016 10-KFebruary 12, 201610.4 10-KFebruary 23, 200910.7
10.11*Charles River Laboratories International, Inc. Non-Employee Directors Deferral Plan dated April 5, 2016 10-QMay 4, 201610.1 10-KFebruary 12, 201610.4
10.12*Charles River Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan 10-KMarch 9, 200510.23 10-QMay 4, 201610.1
10.13*Charles River Laboratories amended and restated Deferred Compensation Plan, as amended 10-KFebruary 27, 201210.11 10-KMarch 9, 200510.23
10.14*Amended and Restated Deferred Compensation Plan Document dated July 17, 2012 10-QAugust 7, 201210.1 10-KFebruary 27, 201210.11
10.15*Letter Agreements with Davide Molho dated May 22, 2009 10-KFebruary 23, 201110.17 10-QAugust 7, 201210.1
10.16*Agreement between Thomas Ackerman and Charles River Laboratories, Inc. dated February 25, 2015 8-KFebruary 27, 201599.10 8-KFebruary 13, 201899.2
10.17*Agreement between David Smith and Charles River Laboratories, Inc. dated March 3, 2015 10-KFebruary 12, 201610.16 10-KFebruary 12, 201610.16
10.18Charles River Laboratories International, Inc. Seventh Amended and Restated Credit Agreement dated March 30, 2016 8-KApril 5, 201610.1 8-KMarch 26, 201810.1
21.1Subsidiaries of Charles River Laboratories International, Inc.X 
23.1Consent of PricewaterhouseCoopers LLPX 
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive OfficerX 
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial OfficerX 
32.1Section 1350 Certification of the Chief Executive Officer and Chief Financial OfficerX 
101.INSeXtensible Business Reporting Language (XBRL) Instance DocumentX 
101.SCHXBRL Taxonomy Extension SchemaX 
101.CALXBRL Taxonomy Extension Calculation LinkbaseX 
10.19* 10-QNovember 7, 201810.1

Exhibit No.DescriptionFiled with this Form 10-KIncorporation by Reference
FormFiling DateExhibit No.
10.20*10-QNovember 7, 201810.2
10.21*10-QNovember 7, 201810.3
21.1X
23.1X
31.1X
31.2X
32.1X
101.INSeXtensible Business Reporting Language (XBRL) Instance DocumentX
101.SCHXBRL Taxonomy Extension SchemaX
101.CALXBRL Taxonomy Extension Calculation LinkbaseX
101.DEFXBRL Taxonomy Extension Definition LinkbaseX   
101.LABXBRL Taxonomy Extension Labels LinkbaseX   
101.PREXBRL Taxonomy Extension Presentation LinkbaseX   
* Management contract or compensatory plan, contract or arrangement.


105108