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 27, 201430, 2017
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
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) 
01887
(Zip Code)

(Registrant'sRegistrant’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 DateData 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'sRegistrant’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“large accelerated filer," "accelerated filer"” “accelerated filer”, “smaller reporting company”, and "smaller reporting company"“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 28, 2014,July 1, 2017, the aggregate market value of the Registrant'sRegistrant’s voting common stock held by non-affiliates of the Registrant was $2,472,525,191.approximately $4,728,183,315. As of January 30, 2015,26, 2018, there were 47,326,25747,428,916 shares of the Registrant'sRegistrant’s common stock outstanding, $0.01 par value per share.







DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant'sRegistrant’s definitive Proxy Statement for its 20152018 Annual Meeting of Shareholders scheduled to be held on May 5, 2015,8, 2018, which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 27, 2014,30, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 20132018 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 2017

TABLE OF CONTENTS

Item Page Page
PART I PART I 
1
1A
1B
2
3
4Mine Safety DisclosuresMine Safety Disclosures
Supplementary Item. Executive Officers of the Registrant (pursuant to Instruction 3 to Item 401(b) of Regulation S-K)
PART II PART II 
5Market 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 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, of or 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 leading pharmaceutical companies and opportunities for future similar arrangements; our cost structure; the impact of completed and in-process acquisitions (including Argenta, and BioFocus, VivoPath, ChanTest, Sunrise, Celsis, Oncotest, WIL Research, Blue Stream, Agilux, Brains On-Line, KWS BioTest, and ChanTest);MPI Research) 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 and our ability to withstand the current market conditions. 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,” “Risks Related to Our Business and Industry,“Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations” andOperations,” in our press releases and other financial filings with the Securities and Exchange Commission.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 US BiotechnologyU.S. Health 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.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 Securities and Exchange Commission, areSEC, is available free of charge through the Investor Relations section of our Internet site 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 on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http:(http://www.sec.gov)www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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Overview
Overview
We are a full service, early-stage contract research organization.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, that arewhich is able to support our clients from target identification through preclinicalnon-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 4-64 to 6 years in conventional pharmaceutical research and development timelines.
Development activities, which follow, and which can take up to 7-107 to 10 years, are directed at demonstrating the safety, tolerability, and clinical efficacy of the selected drug candidates. During the preclinicalnon-clinical stage of the development process, a drug candidate is tested in vitro (typically(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 the steadily increasing investment of time and money. Various studies and reports estimate that it takes between 10-1510 to 15 years, up to $2.0 billion excluding time costs, and exploration of more thanbetween 10,000 and 15,000 drug compoundsmolecules to produce a single FDA-approvedFood and Drug Administration (FDA)-approved drug. We are positioned to leverage our leading portfolio in early-stage drug researchin 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 nearlyover 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 leading hospitals and academic institutions around the world. We currently operate approximately 6080 facilities in 1723 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 meetovercome many of the challenges of early-stage life sciences research. In 2014,2017, our total revenue from continuing operations was $1.3$1.9 billion and our operating income from continuing operations, before income taxes, was $177.7$297.0 million.
We have three reporting segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (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. WithWe maintain multiple production centers, including barrier rooms and/or isolator facilities, located on three continents (North America, Europe, and Asia), we maintain production centers, including barrier rooms and/or isolator facilities.. In 2014,2017, RMS accounted for 39.1%26.6% of our total revenue from continuing operations and approximately 3,1003,200 of our employees, including approximately 70100 science professionals with advanced degrees.
Our DSA business segment provides services that enable our clients to outsource their innovative drug discovery research, their critical, regulatory-required safety assessment testing and related drug discoverydevelopment activities, and development activitiestheir regulatory-required regulatory safety testing of potential new drugs, industrial and agricultural chemicals and medical devices to us. The demand for these services has historically been driven by the needs of large global pharmaceutical companies that have exceeded their internal capacity and by the needs of biotechnology companies and non-governmental organizations (NGOs) who traditionally outsourced allmost of their discovery, development and developmentsafety testing programs. Global pharmaceutical, biotechnology, and biotechnologychemical companies choose to outsource their discovery, development, and developmentsafety activities because outsourcing reduces or eliminates the significant investment in personnel and facilities and other 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 one of the two largest providersprovider of drug discovery, non-clinical development, and preclinical developmentsafety testing services worldwide and offer targeta comprehensive portfolio of services required for regulatory submission of pharmaceuticals, and industrial and agricultural


chemicals. We have extensive expertise in the discovery to Investigational New Drug submission drug discovery with particular expertiseof small molecule clinical candidates and in the design, execution, and reporting of safety assessment studies.studies for numerous types of compounds including small and large molecule pharmaceuticals, industrial and 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, Europe and Japan.Europe. Our DSA segment represented 41.5%52.8% of our total revenue from

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continuing operations in 20142017 and employed approximately 3,4006,400 of our employees including approximately 5901,000 science professionals with advanced degrees.
Through our Manufacturing segment, we help ensure the safe production and release of products manufactured by our clients. Our Endotoxin and Microbial DetectionSolutions business provides non-animal, or in vitromethods for lot releaseconventional and rapid quality control testing of medical devicessterile and injectable drugs for endotoxin contamination. Our Avian Vaccine Services business provides specific pathogen free (SPF) fertile chicken eggsnon-sterile pharmaceuticals and chickens for the manufacture of live viruses.consumer products. Our Biologics Testing ServicesSolutions 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 diagnostic products used to manufacture vaccines.
In 2014,2017, Manufacturing accounted for 19.4%20.7% of our total revenue from continuing operations and approximately 1,1001,500 of our employees, including approximately 50100 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 approximately 45% toat least 50% outsourced, while emerging growth areas such as early and in vivo discovery 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.Models. Our Research Models business is comprisedof 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, leading 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 United States Food and Drug Administration (FDA)FDA and foreign regulatory bodiesagencies 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 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 barrier room production capabilities, we are able to deliver consistently high-quality research models worldwide.

Our research models include:
outbred, which are purposefully bred for heterogeneity;
inbred, which are bred to be genetically identical;homogeneous;
spontaneous mutant, which containwhose 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, includingsuch as knock-out models with one or more disabled genes and transgenic models.

Certain of our research models are proprietary disease-specific mouse and ratrodent models used to find newresearch treatments for diseases such as diabetes, obesity, cardiovascular, cancer and kidney disease. We are presently focusing our disease model program on five areas of research: oncology, central nervous system, metabolic, cardiovascular and renal diseases.
We are also a premier provider of high quality, purpose bred, specific-pathogen-free (SPF)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 capitalize on the technologies and relationships developed through our research model business, and address the need among pharmaceutical and biotechnology companies to outsource the non-core aspects of their drug discovery activities. TheseOur 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

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currently have three service offerings in research models services: 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 together with 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 also provide breeding expertise and colony development, quarantine, health and genetic testing and monitoring, germplasm cryopreservation, and rederivation including assisted reproduction.reproduction and model creation. Our team of project managers is supported by a technologically advanced internet based colony managementInternet Colony Management (ICM™) system that allows for real timereal-time data exchange. We provide these services to clients around the world, fromincluding pharmaceutical and biotechnology companies, to hospitals, universities, and universities.government agencies.
Insourcing Solutions (IS).. We manage research operations (including recruitment, training, staffing, and management services) for government entities, academic organizations, and commercial clients. ResearchSome research institutions prefer to outsource staffing and management while retainingretain 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 theour clients’ research models and cell lines of our clients.research biologics by providing infectious agents and pathology assessment. We developed this capability internally by building uponin order to address the scientific foundation created by the diagnostic needsquality control of our research model business. We are able to serve as our clients'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. We also offer non-GLP biomarker assay platforms and services to support early-stage discovery studies. Across these platforms, we can provide both standard as well as customized biomarker testing, including serum and urine chemistries.
Discovery and Safety Assessment (DSA)
We currently offer discovery and safety assessment services, both regulated and non-regulated, in which we include both in vivovitro and in vitrovivo studies, supporting laboratory services, and strategic preclinicalnon-clinical consulting and program management to support product development.
Discovery Services.  ServicesWe offer a full spectrum of discovery services from identification of a novel druggable target, within a cellfollowed by high-throughput screening and medicinal chemistry, through delivery of clinicalnon-clinical drug candidates. In 2014, we integrated ourand therapeutic candidates ready for safety assessment. Our Early Discovery and In VivoDiscovery businesses are integrated into a single business line - Discovery Services - as partevidence of our continued efforts to streamline and enhance the support we can provide for clients’ integrated drug discovery programs. One seamless discovery organization allows us to better engage with clients at the earliest stages of drug discovery and support their complex scientific needs. We support a variety of therapeutic areas including oncology, CNS,central nervous system, bone and musculoskeletal, inflammation, metabolic diseases, respiratory and fibrotic diseases, cardiovascular, gastrointestinal, genito-urinary, anti-infectives, and ophthalmology. As we look forward, weWe 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.
Early Discovery.Discovery. We are a global leader in integrated drug discovery services, with a predominant focus on in vitro capabilities. We provide abiology capabilities and medicinal chemistry. 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 drug discovery services from target discovery through the delivery of clinical candidates to a broad range of pharmaceutical and biotechnology companies and non-profit organizations. Thisservice offerings allows us to support our clients at the earliest stages of their research, and to stay with them through the entire early-stage process. Primarily through our acquisition of Argenta and BioFocus in April 2014, ourOur Early Discovery service capabilities include: target discovery and validation (which includes custom in vivo and in vitro genome editing), hit identification, medicinal chemistry, scale-up chemistry and ADME. Furthermore, our October 2014 acquisition of ChanTest,testing how a leading provider ofdrug is absorbed, distributed in the body, metabolized, and excreted (ADME). We also offer ion channel testing for both discovery and non-clinical purposes. Our genome editing capabilities enable us to develop more translational research models designed to enhance scientific understanding and improve


the efficiency and effectiveness of the drug discovery process. These services has further enhancedextend from the early discovery screening process through to in vitro GLP safety assessment testing. In addition to providing these services to our ability to supportclients at our research laboratories, we also provide some of these services at our clients’ drug discovery efforts.laboratories with Charles River scientists as an in-sourcing service model.
In Vivo Discovery Services. Services. In Vivo Discovery Services represents the earliest are essential in vivo stages of research in the life sciences,early stage, non-clinical discovery, directed at the identification, screening, and selection of a lead compound for future drug development. In vivoactivities typically extend anywhere from 4-64 to 6 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, completingcomplete 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 vivo assays in support of lead optimization to candidate selection activities. Examples of this include early pharmacokinetic and pharmacodynamic studies and in vitro andin vivoassays to assess mechanism, bioavailability, metabolism, efficacy, and safety pharmacology.

4In August 2017, we acquired Brains On-Line (BOL), a leading CRO that provides critical data that advances novel therapeutics for the treatment of central nervous system (CNS) diseases. This acquisition strategically expands our existing CNS capabilities and establishes us as a single-source provider for a broad portfolio of discovery CNS services. In January 2018, we acquired KWS BioTest (KWS), a leading CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology and inflammatory and infectious diseases. The addition of KWS enhances our discovery expertise, with complementary offerings that provide our clients with additional tools in the active therapeutic research areas of oncology and immunology.



Safety Assessment. Assessment. We offer a full range of discovery and safety assessment studies required for regulatory submission on a global basis.
Bioanalysis, Pharmacokinetics,Drug Metabolism and Drug Metabolism. Pharmacokinetics. In support of preclinicalnon-clinical drug safety testing, our clients are required to demonstrate appropriate exposure, stability in the collected biological sample, kineticspharmacokinetics 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 preclinical studies, we have the opportunity to capture the benefits of bridging the preclinical 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 distributionbiologic disposition of the drug orand 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); toxicokinetics. Toxicokinetics refers to the same understanding as applied at higher doses that may result in adverse effects. These studies are required for the full preclinicalnon-clinical assessment of the disposition of the drug and the results are used in the final preclinicalnon-clinical safety evaluation of the compound.compound to support the start of clinical trials. After performing sample analysis in support of non-clinical studies, we also have the capabilities to capture the benefits of bridging the non-clinical bioanalysis with subsequent clinical development.
Safety Pharmacology. In support of non-clinical drug safety testing, our clients are required to demonstrate that the test article as formulated does not have the potential to prolong the cardiac QT interval, effects on CNS and respiratory system. We have the assays (both in vitro and in vivo) and can perform the screening for this demonstration that is required prior to the commencement of clinical trials.
Toxicology. Toxicology is one of our nonclinical competencies and a competitive strength. We have expertise in the design and execution of development programs in support of both chemically-derived (small molecule) and biotechnology-derived (large molecule) pharmaceuticals. OnceWe also support safety studies to test chemicals, 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 new drug registrations. These toxicology studies focus on assessing the safety of the molecule to determine if administration of the molecules to humans might cause any unintended harmful effects. TheseFor industrial chemicals and agrochemicals, safety studies are performed to identify potential risks 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.
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 human and animal therapeutics, industrial chemicals and agrochemicals as they progress from discovery to regulatory registration;
all the standard

a broad offering of in vitro and in vivo studies in support of general toxicology(acute,toxicology (acute, sub-acute, and chronic studies), genetic toxicology, safety pharmacology, and carcinogenicity bioassays that are required for regulatory submissions supporting “first-in-human” to “first-to-the-market” strategies;strategies for potential human therapeutics;
a 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, 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, industrial chemicals, food additives, agrochemicals, biocides, nutraceuticals, animal health products, and other materials;
expertise in the conduct and assessment of reproductive, developmental, and developmentaljuvenile toxicology studies (in support of larger scalelarger-scale and later-stage human clinical trials)trials or chemical registration);
expertise in environmental toxicology (aquatic and terrestrial) and regulatory submissions required for chemical registration;
services in important specialty areas such as ocular, bone, juvenile/neonatal, immune-toxicology, photobiology, inhalation, and dermal testing;
expertise in all major therapeutic areas;
study design and strategic advice to our clients based on our wealth of experience and scientific expertise in support of drug development;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 medical devices.

agrochemicals.
Our discovery and safety assessment facilities comply with Good Laboratory Practices (GLPs)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 bodies.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 9100.9100 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.therapeutics and industrial and 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 article-relatedcompound-related changes within tissues, fluids, and cells. In addition to all standard anatomic and clinical pathology techniques, we provide specialized evaluations such as cytology, platelet function, assay development, immunohistochemistry, in situ hybridization and electron microscopy, tissue morphometry, and stereology services.
Manufacturing Support (Manufacturing)
Endotoxin and Microbial Detection(EMD)Solutions. Our EMDMicrobial Solutions business provides non-animal, or in vitro methods for conventional and rapid quality control testing of sterile and non-sterile biopharmaceutical and consumer products. Our legacy Endosafe business provides 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 subsidiarybusiness provides state-of-the-art

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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 bloodraw 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 animal modelin vivo test to date. The extraction of bloodthe raw materials for LAL does not harm the crabs, which are subsequently returned to their natural ocean environment. Our EMDMicrobial 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, consumer products, and biotechnology companiesdairy industries worldwide. 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 EMDMicrobial Solutions business is driven by our FDA approvedFDA-approved line of next-generation endotoxin testing products, which areproducts. This line is based on the Endosafe Portable Testing System (Endosafe®-PTS™) technology, thatwhich 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(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 methods of testing will 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™ and in 2014 we introduced a rapid bacterial contamination (bioburden) product. We expect to see expanded use of this rapid endotoxin testing technology in non-traditional areas such as renal dialysis, nuclearclients transition from traditional methods to our rapid cartridge technology. In 2017, we launched our Cortex software that provides an integrated solution to securely consolidate, query and compounding pharmacies, and cellular therapy.analyze data.
Celsis’ systems are principally used for product-release testing to help ensure the safe manufacture of pharmaceutical and consumer products. The Advance II™, Accel™ and Innovate™ systems for non-sterile applications complement our PTS-Micro™, a rapid bacterial (bioburden) 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 cGMP- compliantcurrent Good Manufacturing Practice (cGMP)-compliant 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 proprietary in vitrotechnologies, 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.Solutions. We perform specialized testing of biologics and devices frequently outsourced by global pharmaceutical and biotechnology companies. Our laboratories in the United States,U.S., Germany, Scotland, Ireland, and IrelandFrance provide timely and compliantregulatory-compliant services in the areas of analytical, molecular biology, virology, bioanalysis, immunochemistry, microbiology, cell biology, in vivo studies and related services. We confirm that biologicalbiomanufacturing processes and thefor drug candidates and 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 manufacturing services group grows and stores 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 projects for Phase I, II, and III studies in our German and USU.S. facilities.
Avian Vaccine Services. We are the global leaderfor 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 United States,U.S., and contracted production capabilities in Hungary, and franchise operations in India.Hungary. We also operate a specialized avian laboratory in the United States,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.
Our Strategy
Our objective is to be the preferred strategic global partner for our clients. We drive our growth by providing our clients superior, flexible and tailored solutions to help them accelerate and enhance the efficiency of their drug research and development efforts. Our strategy is to deliver a comprehensive and integrated portfolio of drug discovery and early-stagenon-clinical development products, services, and solutions to support our clients' goal to maintain the flexible infrastructure that they requirediscovery 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

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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.Portfolio. We are the only large, global contract research organization (CRO)CRO with a portfolio of products, services, and solutions that focuses almost exclusively on drug discovery and early-stage development. We provide research models and associated services, discovery research studies and services, and comprehensive safety assessment and toxicology 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 therapiestherapeutics will progress from discovery to development, we continue to work alongside themour clients as the drug candidates move downstream. Our recognized expertise in early-stage drug research and pharmacology provides us with a competitive advantage. 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.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, that our clients demand but are not perceived as strategic differentiators for their businesses. These includeincluding 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. We continue to increaseexpand 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,ophthalmology, and central nervous system,system. 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, toxicology, 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. Welfare. We are committed to being the worldwide leader in the humane care of laboratory animals.animals and implementation of the “3Rs” (Replacement, Reduction, and Refinement). As animal caregivers and researchers, we are responsible to our clients 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. Support. We maintain scientific rigor and high quality standards through management of key performance indicators and an intense focus on biosecurity. 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. Solutions. Each of our clients is different, with unique needs and specific requirements. We understand the importance of flexibility, and we can deliver customized solutions based upon the breadth and depth of our capabilities, expertise and services. We help clients improve their workload and staffing requirements by drawing upon the higher utilization and streamlined efficiencies of our facilities. This allows our clients to reduce internal capacity and/or staff. We leverage the expertise embedded in our integrated early-stage portfolio to provide customized solutions tailored to fit the specific need or therapeutic area for a particular client. By utilizing our streamlined and efficient facilities, we help clients create a flexible infrastructure in order to improve their workload and staffing requirements. This allows our clients to reduce internal capacity and/or staff. We provide enhanced value to clients who use us as a full-service integrated partner over a longer period of time.
Large, Global Partner.Partner. We believe there is a particular advantage in being a full service, high-quality provider of research models and associated services, discovery and preclinicalnon-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 is to partner with large Tier 1 CROs like Charles River, who can offer clients access to greater value through economics of scale and scopesupport 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, 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, by building and expandingthereby 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 developmentmanufacturing processes. For example, overOver the past few years we have entered into strategic relationships with

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leading global pharmaceuticalbiopharmaceutical companies and we have expanded existing preferred provider agreements with other leading global pharmaceuticalbiopharmaceutical companies. For example, during the past year:
We launched a multi-year strategic partnership with Nimbus Therapeutics to advance new programs spanning the disease areas of immunology, metabolic disorders and oncology from the discovery phase through to Investigational New Drug submission.
We extended our longstanding, strategic, integrated drug discovery partnership with Chiesi Farmaceutici SpA in the field of respiratory disease. Through this continued partnership, we provide Chiesi an extensive portfolio of integrated drug discovery capabilities, including medicinal chemistry, ADME/DMPK studies, pharmaceuticals, invitro assays, in vivo models and safety pharmacology studies to help identify and test Chiesi’s candidates for preclinical development.
For some of theseour partners, we provide a broad suite of our research models and discovery and safety assessment services and for others we provide a customized and select array of discovery and safety assessment services and /orand/or research models. Utilizing our capabilitiesOffering flexibility enables our clients to create a flexible research platformutilize our products and services to deliver innovative health solutions.solutions in a manner which best suits their individual needs.
We believe it is critical to participate in that process now, because these relationships are likely to extend for lengthy periods of time, from 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 in the majority of these opportunities. To do this, we are positioning ourselves as the preferred partner for outsourced drug discovery and early-stage development products and services.
We developed this strategy and focus in recognition of our clients' needs. Biopharmaceutical companies continue to face increasing pressure to innovate and to better manage their pipelines. Accordingly, our clients have reduced their infrastructure while simultaneously they search for improved ways to identify and develop innovative new therapies. Clients are reducing historical fixed costs in favor of a more flexible business model, with an aim to accelerate their discovery and development activities. As a consequence, our pharmaceutical and biotechnology clients have been looking to outsource these services to high quality, full-service providers like us. Our business prospects are driven primarily by this trend towards the virtualization and externalization of our clients through partnering and outsourcing. Client spending is not just influenced by the levels of research and development at these pharmaceutical and biotechnology companies, but also by spending of all the sponsors including federal and state governments and non-profit organizations. By providing clients with an outsourced suite of robust services from drug discovery to post-IND, we allow them to concentrate their internal expertise and resources on areas that provide true differentiation and advance their pipelines. This creates opportunities for us to help optimize our clients' pipelines and be a true partner in accelerating their drug discovery and development efforts.
In recent years, the pharmaceutical and biotechnology industries have faced a collection of challenges. This involves scientific, public-perception, economic and regulatory challenges that all have negatively affected demand (and pricing) for outsourced discovery and preclinical development services. These challenges included:
patent expirations of “blockbuster” therapies;
intensified actions designed to reduce costs and improve research and development innovation and productivity, including cost-cutting, workforce reductions, rationalization of capacity and other efficiency initiatives;
rationalization of drug pipelines to focus on a smaller number of programs and high-potential therapeutic areas;
changes to government healthcare policies and funding;
a stronger emphasis on delivering later-stage programs to accelerate drugs in clinical trials to market;
increased pharmaceutical merger activity and the associated integration issues;
fluctuations in the biotech funding environment; and
the uncertain and volatile global economy.

As a result, thereThere have been fundamental changes in our clients' research and development needs, particularly with regard to the large pharmaceutical industry. First, 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. This has reduced the number of molecules moving into preclinical and clinical development and results in fewer molecules undergoing regulated safety assessment. 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 safety assessmentnon-clinical support needs. With the stabilization of factors addressed above, as well asWe believe that the successful launchdevelopment of new therapies and the need to advance early-stage pipelines, we believe outsourcing by the pharmaceutical industry will continue to be a positive driver.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. In the aggregate, we believe that the evolving large biopharmaceutical research and development business model will make our essential products

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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 developmentmanufacturing efficiency and cost effectiveness.
To addressWe believe it is critical to participate in the challenging market conditions that have persisted, overstrategic partnering process because these relationships are likely to extend for lengthy periods of time - three to five years. Furthermore, both the last few years we have taken significant stepsclient and the CRO invest heavily in the initial phases of the relationship to better support oursuccessfully transfer work streams and establish governance processes. Given this investment, clients identify new strategiesare less likely to enhance client satisfaction, improve operational efficiency and productivity, drive cost savings and generally strengthen our business model:change CROs at the conclusion of the initial relationship. Our goal is to prevail in the majority of these opportunities.
We integratedalso believe that our businesses by unifying them globallyportfolio provides flexible solutions that meet the customized needs for virtual and streamlined our worldwide facilitysmall biotechnology companies, which have limited or no infrastructure. We did this to strengthen the linkage between the businesses, which enables us to offerThese clients more seamless access to our broad portfolio and scientific expertise.
We aligned our sales force to enhancealso value our ability to supportprovide a broad range of services and integrated services where we work hand in hand with our customers 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 to focus on three particular client segments: global biopharmaceutical companies, mid-tier biopharmaceutical companies,our staff. Our clients have utilized this capability, which blends resources both inside and academic/government institutions.outside their walls.
We aligned our DSA business along functional lines to continue the process of standardizing and harmonizing our procedures. This has enabled clients to place work with us at multiple locations with the knowledge that procedures are consistently performed and data delivered in standard formats.
We announced a number of organizational changes in 2013 designed to continue to improve our operating efficiency across our global portfolio and to enhance our ability to meet the needs of our clients, which resulted in operational enhancements and efficiencies for 2014 and beyond.
We created a project management office (PMO) to help identify and manage initiatives that contribute to our organization’s productivity, efficiency and risk management. This group participates globally across all businesses to support maximizing revenues, minimizing costs and reducing risks. PMO projects are prioritized through regular updates to both our Executive Committee and Board of Directors.
We are consolidating our procurement function through increased centralization and regionalization, reductions in the number of suppliers and increased use of automated procurement processes.

We maintain an intense focus on initiatives designed to allow us to drive profitable growth and maximize value for shareholders, and better positionedposition 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. As clients, particularly larger pharmaceutical companies, increase their outsourcing, we believe that our broad portfolio and global footprint allows us to provide a more flexible, efficient and cost-effective alternative for them. We are able to build and maintain expertise and achieve economies of scale that are difficult for our clients to match within their internal infrastructures because these products and services are the core of our business.

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, but weboth 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 onfor return on invested capital above our weighted average cost of capital. For example, in 2014each of 2016 and 2017, we made two significantcompleted strategic acquisitions. First, in March 2014,In 2016, we completed three acquisitions. In April 2016, we acquired ArgentaWIL Research, a premier provider of safety assessment and BioFocus, global leaderscontract development and manufacturing services to biopharmaceutical and agricultural and industrial chemical companies worldwide. In June 2016, we acquired Blue Stream, an analytical CRO supporting the development of complex biologics and biosimilars. In September 2016, 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. In August 2017, we acquired Brains On-Line (BOL), a leading CRO that provides critical data that advances novel therapeutics for the treatment of central nervous system (CNS) diseases. In January 2018, we acquired KWS, a leading CRO specializing in integrated drug discovery services located in the United Kingdom and the Netherlands, with a predominant focus on in vitro capabilities. Second, and in October 2014, we acquired ChanTest, a premier provider in ion channel testing.vivo
Our acquisition strategy also takes into account geographic as well as strategic expansion of existing core services. For example, in 2013, we acquired 75% ownership of Vital River, the premier commercial provider of research models discovery testing services for immuno-oncology and related services in China. As a result of this acquisition, we now provide more of our high-quality research modelsinflammatory and associated services to emerging Asian markets for drug discovery and development. Our strategy also includes strengthening the depth and expanding the breadth of our core capabilities and services in a related or adjacent business, such as the VivoPath and BRASS acquisitions in 2013 and the Accugenix acquisition in 2012.infectious diseases.
We are also partnering with a numberdiverse set of leading venture capital firms around the world primarily investing in life sciences, health care, and technology companiestherapeutics with an emphasis on early-stage emerging growth companies. Through these partnerships and leveraging our core competencies,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.  This offers usand biologics testing. Thus, we have 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.
Customers
We maintain a three-pronged sales organization with a focus on:
global biopharmaceutical companies;

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small and mid-sized pharmaceutical, biotechnology, agrochemical, industrial chemical, and veterinary medicine companies, and biotechnology companies;as well as contract research organizations; and
academic and government institutions.

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 pharmaceutical companies,biopharmaceutical companies; many biotechnology, companies,agricultural and industrial chemical, life science, veterinary medicine, medical device, diagnostic, and consumer product companies; contract research organizations, agricultural and chemical companies, life science companies, veterinary medicine companies, contract manufacturing organizations, medical device companies, diagnosticorganizations; 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 2014,2017, no single commercial client accounted for more than 5%3% of our total revenue.

revenue and no single customer accounted for more than 10% 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-tiermid-market clients. These relationships take different forms, from preferred provider arrangements to strategic partnerships. These structuredThe structure of these relationships incentivizeincentivizes clients to purchase more products and services across our early-stage portfolio, and in total, the strategic relationships in which we are now engaged represent more than 25% of our total revenues. This provides us with better visibility than in the past, and becauseportfolio. Because of the strength of these relationships, we have better insight into our clients' planning processes.processes, and therefore, better visibility than in the past. For information regarding revenue and long-lived assets attributable to each of our business segments for the last three fiscal years, please see Note 1315, “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, JapanAsia Pacific, and other countries for each of the last three fiscal years, please review Note 1315, “Segment and Geographic Information” included in the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K.
Sales, Marketing and Customer Support


We have designated dedicated sales people for each of our three client segments (i.e. global(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 and specialists with specific scientific 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 Support business.businesses.
We sell our products and services principally through our direct sales force and account management teams who work in North America, Europe, and the Asia-Pacific countries. 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 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-based 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 management teams while developing and implementing programs to create close working relationships with our clients in the biomedical research industry. We maintain customer service, 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, preclinicalnon-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 researchare 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.
The competitive landscape forWe encounter a broad range of competitors of different sizes and capabilities in each of our three businessbusinesses segments, varies.although the largest competitors within any segment vary. We also face competition from the internal discovery and development resources of our clients.

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For RMS, ourwe have five main competitors include three smaller companies in North America (each of whom has a global scope), and several smaller competitors in Europe and in Japan. Of our main U.S. competitors, two are privately held businesses and the thirdwhich one is a government funded, not-for-profit institution.entity; one is part of a large public company; one is privately held in Europe and two are 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, we believe we areboth our Discovery Services and Safety Assessment businesses have numerous competitors. Discovery has hundreds of competitors, as it is a highly competitive and fragmented market; Safety Assessment has dozens of competitors of varying size, but it has five main competitors; one is part of the two largest providers of preclinical services (inclusive of discovery and safety assessment services)a large public company in the world, based on net service revenue.Our commercial competitors for discoveryU.S.; one is a private company in China; two are privately held in the U.S.; and safety assessment consist of both publiclyone is privately held and privately owned companies, and it is estimated that the top ten participants (including us) account for a significant portion of the global outsourced discovery and safety assessment market, with the rest of the market remaining highly fragmented.in France. 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. Biologics has three mainIn addition to many smaller competitors, all of which are public companies - one in the U.S., one in China and one in the EU. Avian has two main competitors both of which are privately held (one in the U.S. and one in the EU). EMDBiologics has five main competitors, of which fourtwo are public companies in Europe, one is a private company in the EUU.S., one is a public company in China, and one is a public company in the U.S. Avian has one main competitor to its SPF eggs business, which is privately held in Europe, and numerous competitors for specialized avian laboratory services. Microbial Solutions has five main competitors, of which three are public companies in Europe and two are privately held in the U.S.

We believe that the barriers to entry in a majority of our business units are generally high and present a significant impediment for new market participants, particularly in those areas which require substantial capital expenditures, trained and specialized personnel, and mandate GLP-compliant practices.
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 animal caregivers and 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 help to reducereducing 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 customers 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 27, 2014,30, 2017, we had approximately 7,90011,800 employees (including approximately 7001,300 science professionals with advanced degrees, including Ph.D.s, D.V.M.s and M.D.s). Our employees are not unionized in the United States, although employees are represented by unions or works councilsU.S. Employees at some of our European facilities are represented by works councils 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 feedback.survey results.
Backlog
Our backlog for our RMS, DSA and Manufacturing reportable segments was $115.7$96.8 million, $310.5$590.0 million and $27.5$46.9 million, respectively, atas of December 27, 2014,30, 2017, as compared to $138.7$88.0 million, $203.1$551.8 million and $28.1$39.5 million, respectively, atas of December 28, 2013.31, 2016. 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

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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 2014December 30, 2017 backlog may be completed in 2015,2018, 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 United StatesU.S. other than laboratory rats, mice and chickens. 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 for certain species, 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, 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., and Canada, and most of our DSA and RMS sites in Europe are either accredited or in the European Union are accreditedprocess of obtaining 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 nonclinicalnon-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 organizational process and the conditions under which nonclinicalnon-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 agenciesmonitoring 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 computerized systems to ensure data integrity. New guidance related to the need for data integrity compliance programs have recently been released and may require additional efforts by CRL for validation, audit trail review and archiving activities to be considered.
To assure that we have proper regulatory oversight over electronic records, a dedicated quality function reviews computerized system practices to ensure that appropriate record controls are in place and that a robust audit strategy confirms requirements for compliance.
Our Manufacturing Support 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.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 productsproducts.
All of our sites are subject to licensing and regulation under international treaties and conventions, including national, regional and local laws relating toto:

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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, biological reagents, laboratory specimens, hazardous waste, and radioactive materials;
the procurement, handling, use, storage, and disposal of human cells, tissues, and cellular and tissue based products for research purposes;
the safety and health of employees and visitors to our facilities; and
protection of the environment and general public.

ToGlobal compliance programs are centralized under a single group responsible for global regulatory affairs compliance, including quality programs and systems to ensure that all business sectors comply with applicable statutory and regulatory requirements and satisfy our clientclients’ expectations for quality and regulatory compliance, we established a corporate regulatory affairs and compliance organization that oversees our corporate quality system and conducts regular audits of our quality assurance functions for all of our GLP, Good Clinical Practices and cGMP facilities.compliance. To assure these compliance


obligations, we established quality assurance units (QAU)(QAUs) in each of our nonclinical laboratories.regulated businesses that require independent oversight. The QAUs operate independently from those individuals that direct and conduct studies, manufacturing or manufacturing studies.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 both 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 EMDMicrobial Solutions testing business, including Accugenix and the Endosafe-PTS, 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 Securities and Exchange Commission,SEC, and the Federal government as implemented by the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. EightTen of the nineeleven members of our Board of Directors are independent and have 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 a 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 which help to ensure that our public disclosures are accurate and timely. Copies of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Related Person Transactions Policy are available on our website at www.criver.com underhttp://ir.criver.com.
Executive Officers of the “Investor Relations-Corporate Governance” caption.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 67, joined us in 1976 as General Counsel. During his tenure, Mr. Foster has held various staff and managerial positions, and was named Chief Executive Officer in 1992 and our Chairman in 2000.
William D. Barbo, age 57, 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.
David P. Johst, age 56, 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 Molho, age 48, joined our Italian operations in 1999 and was promoted to Director of Operations for RMS Italy in 2002. In 2005, his role was expanded to include French RMS operations and in 2007, he became Corporate Vice President, European Research Models and Services with responsibility for all European RMS operations. In July 2009, Dr. Molho was promoted to Corporate Senior Vice President, North American and European Research Models and Services. He was subsequently promoted to Corporate Executive Vice President and President, Global Research Models and Services in


December 2010. In 2011, Dr. Molho was named Corporate Executive Vice President, North America Operations; in December 2013, he was named Corporate Executive Vice President and President, Global RMS and Safety Assessment and Biologics Operations; and in February 2018, he was appointed President and Chief Operating Officer.
David R. Smith, age 52, 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.
Birgit Girshick, age 48, joined us in 1989 and has 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, Discovery and Safety Assessment.
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 preclinicalnon-clinical (discovery and safety assessment) stages of drug discovery and development may decrease, which could impair our growth.

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Over the past decade, pharmaceutical and biotechnology companies have generally increased their outsourcing of preclinicalnon-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 preclinicalnon-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. 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. In particular, studies in recent years have indicated that a majority of academic researchers are anticipating reductions in their budgets. 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. The economic downturn has also negatively affected us to the extent that the spending by our global pharmaceutical clients has been directed towards their therapies in late-stage clinical rather than early-stage preclinical development as they work to replenish drug pipelines to offset the effect of patent expirations on sales. 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. Government funding of research and development is subject to the political process, which is inherently fluid and unpredictable. Our salesrevenue 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. Although the Obama administration's stimulus packages in 2009 and 2010 included increases in NIH funding, NIH funding had otherwise remained fairly flat in recent years. 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.
SeveralAny 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 productbusiness and service offeringsdamage 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 dependentin 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 customers’ NDA (and as of December 18, 2017, IND) submissions require us to provide electronic data in specific formats that will allow for more efficient, higher quality regulatory reviews. Accordingly, our customers 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 limited sourcenational and international basis including transportation, mandated contingency planning, euthanasia guidance, import and export requirements of supply, which if interruptedbiological materials, health monitoring requirements and the use of disinfectants.
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 business.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 depend on a limited international source of supply for certain products, such asare also subject to similar contamination risks with respect to our large research models. DisruptionsWhile 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 their continued supplyensure a contamination-free environment. A contamination may arise from health problems, exportrequire 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 import laws/restrictions or embargoes, international trade regulations, foreign government or economic instability, severe weather conditions, increased competition amongst suppliers for models, disruptionsis unable to the air travel system, commercial disputes, supplieras a result of insolvency or other normal-course 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 unanticipated events. Any disruptioncontaminations may still occur.
We could experience a breach of supply could harmthe 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, if we cannot removecollect, analyze, and retain substantial amounts of data pertaining to the disruptionnon-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 unableunsuccessful, we could suffer significant harm. Our contracts with our clients typically contain provisions that require us to secure an alternative or secondary supply source on comparable commercial terms.keep confidential the information generated from these studies. In the event the confidentiality of such information was compromised, we could suffer significant harm.

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Changes in government regulation or in practices relating to the pharmaceutical or biotechnology industries, including potential health carehealthcare 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 Canadian, Europeanoversight agencies in Canada, Europe, and Asian oversight agencies)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 health carehealthcare 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 allows 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. 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 health carehealthcare 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.
The FDA is in the process of reviewing and modernizing the GLP regulations to reflect current industry standards. As this may change someExecutive Branch of the GLP requirements,U.S. government has disclosed a key initiative as being to repeal or substantially unwind the regulatory impact will not be known until the final regulations are issued.
We are at risk that changes in U.S. Government practices may negatively affect our business sinceACA. 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 significant customer of ours. For example, in 2014, the National Cancer Institute (NCI) canceled a 10-year, $112 million contract that was originally initiated in 2006, which had two years remaining. Under the contract, we produced NCI research models for academic and government researchers. In an effortmaterial impact on us or our clients include, but are not limited to, mitigate the effectappeal or reform of the cancellation, we launched an outreach programACA; and modifications to inform researchers that they could continue to obtain the NCI models from us, with no change in initial pricing or logistics. From a revenue standpoint, we received between $10international trade policy, public company reporting requirements, environmental regulation and $11 million annually to produce the models, and expect that we will retain approximately half of that amount from direct sales to researchers.
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.
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 credits for prior shipments. In addition to microbiological contaminations, the potential for genetic mix-ups or mis-matings also exists and

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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. 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. 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 Good Laboratory Practice or current Good Manufacturing Practice 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 continues 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.antitrust enforcement.
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, provide for termination or reduction in scope with little or no notice. 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;

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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 underunder‑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.
We could experience a breach of the confidentiality of the information we hold or of the securitySeveral of our computer systems.product and service offerings are dependent on a limited source of supply, which if interrupted could adversely affect our business.
We operatedepend on a limited international source of supply for certain products, such as large and complex computer systems that contain significant amountsresearch 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 client data. As a routine element ofsupply could harm our business if we collect, analyzecannot 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 retain substantial amounts of data pertaining tointegrating the preclinical studiesbusinesses and technologies we conduct foracquire, or in managing our clients. Unauthorized third parties could attempt to gain entry to such computer systems forcurrent and future divestitures, our business may suffer.
During the purpose of stealing data or disrupting the systems. We believe thatpast fifteen years, we have taken appropriate measuressteadily expanded our business through numerous acquisitions. We plan to protect them from intrusion, and we continue to improveacquire businesses and enhance our systemstechnologies 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.
On February 12, 2018, we entered into a definitive agreement to acquire MPI Research, a non-clinical CRO, providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. If consummated, this transaction will be the largest acquisition in nearly fifteen years. Refer to Item 8, “Financial Statements and Other Supplementary Data” in this regard, butAnnual Report on Form 10-K for more details.
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, 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 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. 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 confidentialitysame 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 such information was compromised,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. 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 could suffermay 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 harm.risks that we encounter in divesting a business, site, or product line, 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, and other indefinite-lived intangibles 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, input from accredited valuation consultants, reviewsprojections of projected future income cash flows that arise from identifiable intangible assets of acquired businesses and statutory regulations. The use of alternative estimates and assumptions might have increased or decreased the estimated fair valuediscount rates based on an analysis of our goodwillweighted 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 assets thatasset could potentiallyvary from projected cash flows, which could imply different carrying values from those established at the dates of acquisition and which could result in a different impact to our resultsimpairment of operations.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 calculatingestablishing the faircarrying value of goodwill or other indefinite-lived intangibles.intangible assets. To the extent goodwill or other indefinite-lived intangiblesintangible assets are impaired, their carrying value will be written down to itstheir implied fair valuevalues 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 27, 2014,30, 2017, the carrying amount of goodwill and other intangibles was $500.0 million on our consolidated balance sheet.sheet was $1,174.7 million.
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 revenues, which include revenues from our non-U.S. subsidiaries, haverevenue represented approximately one-half of our total revenue in recent years.We expect that international revenuesrevenue will continue to account for a significant percentage of our revenuestotal 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;
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;

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general economic and political conditions in the markets in which we operate;
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, the UKU.K. Bribery Act, and the Organization for Economic Co-operation and Development (OECD)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 USU.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 import requirements and export licensing requirements.other trade regulations. 

Changes in E.U. privacy and data protection regulations could have a material adverse impact on our operations. The General Data Protection Regulation (GDPR) becomes effective in May 2018 and will replace the 1995 Data Protection Directive. The GDPR will impose heightened obligations on businesses that control and manage the personal data of E.U. citizens. The penalties for non-compliance are significant, including up to four percent of global revenue.
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 Act and similar anti-bribery laws, which generally prohibit companies and their 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 customers. 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 increase the translation to human studies and vice-versa and possibly replace or supplement the use of traditional living animals as test platforms in biomedical research as well as improve the translation of cellular and animal models to human studies and vice-versa.research. Some companies have developed techniques in these areas that may have scientific merit.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 preclinicalnon-clinical to humanclinical studies. There is an increasing push to focus on in vitrotechnologies such asthat employ human materials,biospecimens, stem cell technologytechnologies, and 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 non-animal approachesthese in vitro technologies to refine and potentially reduce the need forutilization of animal models as these new methods become validated. For example, Charles River Laboratories Cleveland, Ind. (f/k/a ChanTest Corporation) has a well-developed program to evaluate the cardiac propertiesutility of induced pluripotent stem cell-derived cardiomyocytes. Wecardiomyocytes, advanced in vitro models and “organ-on-a-chip” technologies. 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. In some instances, periodic demonstrations at our operating sites occur. 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.
18As of December 30, 2017, we had $1.1 billion of debt and in connection with our plan to acquire MPI Research (See Note 17 “Subsequent Event”, included in the Notes to Consolidated Financial Statements elsewhere in this Form 10-K), we announced our intention to increase our debt level by approximately $830 million by obtaining a commitment letter for a bridge loan facility. We are evaluating fixed-rate debt financing alternatives which could be used to finance the acquisition and for general corporate purposes. 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, “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, and development services industry isand manufacturing support industries are highly competitive.
The drug discovery, non-clinical development, and developmentmanufacturing support services industry isindustries 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 developmentmanufacturing support needs;
broad geographic availability (with consistent quality);
price/value;
technological 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 mightcould 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, while there are substantial barriers to entry for large, global competitors with broad-based services, small, specialized entities considering entering the CRO industryindustries 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 reduces 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, broadeningbroadens the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, implementing a territorial regime of taxation, limitinglimits the ability of U.S. corporations to deduct interest expense, associatedand transitions to a territorial tax system which will allow for the repatriation of foreign earnings to the U.S. with offshore earnings, modifying the foreign tax credit rules, and reducing the ability to defera 100% federal dividends received deduction prospectively. In addition, U.S. Tax Reform requires 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 United Kingdom.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 flowflows, and effective tax rate.

Currently, the 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, and the United Kingdom.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:

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errors or omissions in reporting of study detail in preclinicalnon-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 themselvesthem 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, and injectable drugs, food, beverages, and home and beauty products (primarily through our EMDMicrobial 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 replace many of our numerous legacy business systems at certain different sites worldwide with an enterprise wide, integrated enterprise resource planning (ERP) system. The expansion of the ERP system to other international locations 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. There have been numerous, well-publicized instances of companies experiencing difficulties with the implementation of ERP 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. Accordingly,
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 face potential patent infringement suits by companies that have infringed three (3) recently issued patents for similar products and methodsrelated to a blood spot sample collection method used in businessdetermining the presence or other suits alleging infringementabsence of an infectious disease in a population of rodents. In February 2017, we entered into a settlement agreement with IDEXX, which included a license to us of the relevant technology, the withdrawal by IDEXX of their intellectual property rights. complaint and withdrawal by us of our inter partes review filing.
Legal proceedings relating to intellectual property could beare 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-partiesthird parties will be critical to our ability to offer new products and services to our customers. 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. Even if we are able to identify new technologies of interest, we may not be able to negotiate license agreements on acceptable terms, or

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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.
Our debt level could adversely affect our business and growth prospects.
At December 27, 2014, we had $753.8 million of debt. This 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 included in the Notes to Consolidated Financial Statements elsewhere in this Form 10-K.
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 fifteen 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.
Even if completed, 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, 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;
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;
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 distribution of our management's attention.

In the event that an acquired business or 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; 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. 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, and as a result, we may not achieve some or all of the expected benefits of the divestiture.
We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which would harm our business.

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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 since 1992 and Chairman since 2000, has held various positions with us for almost four decades. We have noWhile we recently entered into an employment agreement with Mr. Foster, or othermost 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, 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 the limited partnerships in which we invest;
the occasional extra “53rd week” that we recognize in a fiscal year (and 4th fiscal quarter thereof) due to our fiscal year ending on the last Saturday in December; andventure 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, the British government continues to negotiate 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. caused significant volatility in global stock markets and currency exchange rate fluctuations. 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.
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 United StatesU.S. and lease large facilities in England and the United States.U.S. We own large RMS facilities in Canada, China, France, Germany, Italy, Japan, England, and the United States.U.S. We own large Manufacturing segment facilities in the United StatesU.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 12 to the Consolidated Financial7, “Long-Term Debt and Capital Lease Obligations” and Note 13, “Commitments and Contingencies” included in Item 8, “Financial Statements included elsewhereand 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.

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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 early May 2013, with the assistance of the law firm of Davis Polk & Wardwell LLP, the Company commenced an investigation of inaccurate billing with respect to certain government contracts. This issue had been reported to the Company’s senior management by a Charles River employee. 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 is cooperating with these agencies to ensure the proper repayment and resolution of this matter.
The investigation to date has confirmed that the Company’s 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 the Company’s 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. The Company 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, the Company believes that this conduct was limited to the Company’s research model facilities in Raleigh, North Carolina, and Kingston, New York.  The Company has identified approximately $1.5 million in excess amounts billed on these contracts since January 1, 2007 and has reserved such amount at December 27, 2014. Given the current status of discussions with the government and the complex nature of this matter, the Company cannot at this time make a reasonable estimate of the potential range of loss beyond such reserve.
The Company has already taken appropriate steps to prevent this conduct from recurring, and will consider additional remedial measures following the conclusion of the investigation.
Item 4. Mine Safety Disclosures
Not applicable.

Supplementary Item. 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.
Thomas F. Ackerman, age 60, joined us in 1988 with over eleven years of combined public accounting and international finance experience. He was named Controller, North America in 1992 and became our Vice President and Chief Financial Officer in 1996. In 1999, he was named a Senior Vice President and in 2005 he was named a Corporate Executive Vice President. He is currently responsible for overseeing our Accounting and Finance Department and several other corporate staff departments. Prior to joining us, Mr. Ackerman was an accountant at Arthur Andersen & Co.
James C. Foster, age 64, 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 in 1992 and our Chairman in 2000.
Jörg M. Geller, age 60, joined our German operation in 1986 as production manager. In 1994, he was promoted to Vice President and in 2007, he was named a Senior Vice President. In 2011, Dr. Geller was promoted to Corporate Executive Vice President, European & Asian Operations and in December 2013, he was named Corporate Executive Vice President, Global Productivity and Efficiency. Prior to joining us, Dr. Geller was employed in private practice as a veterinarian. Dr. Geller has announced his intention to retire in March 2015.
Nancy A. Gillett, age 59, joined us in 1999 with the acquisition of Sierra Biomedical. Dr. Gillett has 29 years of experience as an ACVP board certified pathologist and scientific manager. In 1999, she became Senior Vice President and General Manager of our Sierra Biomedical division, and subsequently held a variety of managerial positions, including President and General Manager of Sierra Biomedical and Corporate Vice President and General Manager of Drug Discovery and Development (the predecessor to our DSA business segment). In 2004, Dr. Gillett was named Corporate Senior Vice President and President, Global Preclinical Services, and in 2006, she became a Corporate Executive Vice President. Currently, Dr. Gillett serves as our

23



Corporate Executive Vice President, Chief Scientific Officer.
David P. Johst, age 53, 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 Molho, age 45, joined our Italian operations in 1999 and was promoted to Director of Operations for Research Models and Services (RMS) Italy in 2002. In 2005, his role was expanded to include French RMS operations and in 2007, he became Corporate Vice President, European Research Models and Services with responsibility for all European RMS operations. In July 2009, Dr. Molho was promoted to Corporate Senior Vice President, North American and European Research Models and Services. He was subsequently promoted to Corporate Executive Vice President and President, Global Research Models and Services in December 2010. In 2011, Dr. Molho was named Corporate Executive Vice President, North America Operations and in December 2013, he was named Corporate Executive Vice President and President, Global RMS and DSA Operations.

PART II

Item 5.    Market for Registrant'sRegistrant’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."“CRL.” The following table shows the high and low sales prices for our common stock.stock:
Fiscal 2015High Low
First quarter (through January 30, 2015)$70.73
 $63.22
Fiscal 2014High Low
Fiscal 2018High Low
First quarter (through January 26, 2018)$112.47
 $104.00
Fiscal 2017High Low
First quarter$62.50
 $52.41
$91.57
 $75.25
Second quarter61.92
 49.60
102.32
 86.44
Third quarter61.49
 52.02
109.59
 94.15
Fourth quarter66.11
 55.47
119.05
 99.12
Fiscal 2013High Low
Fiscal 2016High Low
First quarter$46.90
 $36.50
$81.61
 $65.70
Second quarter45.90
 40.28
87.95
 73.42
Third quarter48.73
 41.05
89.18
 75.54
Fourth quarter53.81
 44.12
84.53
 67.20

There were no equity securities that were not registered under the Securities Act of 1933, as amended, sold by the Company during the fiscal year ended December 27, 2014.2017.
Shareholders
As of January 30, 2015,26, 2018, there were approximately 451353 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. Some of the restrictive covenants contained in our revolving credit agreement and term loan agreements limit our ability to pay dividends.


Issuer Purchases of Equity Securities
The following table provides information relating to our purchases of shares of our common stock during the fourth quarter ended of fiscal 2017:December 27, 2014.

24




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
September 28, 2014 to October 25, 2014286
 $59.74
 
 $178,455
October 26, 2014 to November 22, 2014252
 63.16
 
 178,455
November 23, 2014 to December 27, 2014
 
 
 178,455
Total:538
  
 
  

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)
October 1, 2017 to October 28, 2017
 $
 
 $129,105
October 29, 2017 to November 25, 2017
 
 
 129,105
November 26, 2017 to December 30, 201789
 104.20
 
 129,096
Total89
   
  
OnIn July 29, 2010, our Board of Directors authorized a $500.0 million stock repurchase program. Our Board of Directorsprogram, and subsequently approved increases to the stock repurchase program of $250.0 million in the fiscal year 2010, $250.0 million in the fiscal year 2013, $150.0 million in fiscal year 2014, and $150.0 million in the fiscal year 20142017, for an aggregate authorization of $1,150.0 million.$1.3 billion. During the fourth quarter of the fiscal year 2014,2017, we did not repurchase any shares of common stock under our Rule 10b5-1 Purchase Plan andor in open market trading. At December 27, 2014, we had $178.5 million remaining on the authorized stock repurchase program.
Additionally, the Company's Incentive Plansour stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, awardsrestricted stock units, and performance share units in order to satisfy individual statutory tax withholding requirements.


25




Comparison of 5-Year Cumulative Total Return
The following stock performance graph below compares the five-yearannual percentage change in the Company’s cumulative total stockholdershareholder return on our common stock,its Common Stock during a period commencing on December 29, 2012 and ending on December 30, 2017 (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 Nasdaq PharmaceuticalS&P 500 Health Care Index assuming the investment of $100.00 on December 26, 2009 with dividends being reinvested. We haveduring such period. The Company has not paid any dividends on the common stock,Common Stock, and no dividends are included in the representation of ourthe Company’s performance. The stock price performance inon 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 YEAR5-YEAR CUMULATIVE TOTAL RETURN
Among Charles River Laboratories International, Inc., The S&P 500 Index and
The S&P 500 Health CareIndex
And The NASDAQ Pharmaceutical Index
 Fiscal Year
 2012 2013 2014 2015 2016 2017
Charles River Laboratories International, Inc.$100
 $145
 $174
 $217
 $207
 $297
S&P 500100
 132
 151
 153
 171
 208
S&P 500 Health Care100
 141
 177
 190
 184
 225




 December 26, 2009 December 25, 2010 December 31, 2011 December 29, 2012 December 28, 2013 December 27, 2014
Charles River Laboratories International, Inc.100.00
 108.31
 82.92
 111.89
 161.80
 195.05
S&P 500100.00
 115.06
 117.49
 136.30
 180.44
 205.14
NASDAQ Pharmaceutical100.00
 104.24
 117.69
 161.80
 271.53
 349.75


26




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“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” contained in Item 7 and our consolidated financial statements“Financial Statements and notes theretoSupplementary Data” contained in Item 8 of this Annual Report on Form 10-K. Our fiscal year consistsis typically based on 52-weeks, with each quarter composed of 12 months13 weeks ending on the last Saturday on, or priorclosest 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.
 Fiscal Year Ended
 12/27/2014 12/28/2013 12/29/2012 12/31/2011 12/25/2010
 (in thousands)
Statement of Income Data:         
Total revenue$1,297,662
 $1,165,528
 $1,129,530
 $1,142,647
 $1,133,416
Goodwill impairment (1)

 
 
 
 305,000
Asset impairment (1)
312
 4,202
 3,548
 7,492
 91,378
Termination fee (2)

 
 
 
 30,000
Income (loss) from continuing operations, net of income taxes129,924
 105,416
 102,118
 115,522
 (334,105)
Loss from discontinued operations, net of income taxes(1,726) (1,265) (4,252) (5,545) (8,012)
Common Share Data:         
Earnings (loss) per common share from continuing operations:         
Basic$2.76
 $2.18
 $2.12
 $2.26
 $(5.25)
Diluted$2.70
 $2.15
 $2.10
 $2.24
 $(5.25)
Other Data:         
Depreciation and amortization$96,445
 $96,636
 $81,275
 $85,230
 $93,649
Capital expenditures56,925
 39,154
 47,534
 49,143
 42,860
Balance Sheet Data (at end of period):         
Cash and cash equivalents$160,023
 $155,927
 $109,685
 $68,905
 $179,160
Working capital310,728
 305,516
 143,005
 209,046
 293,114
Goodwill321,077
 230,701
 208,609
 197,561
 198,438
Total assets1,885,192
 1,632,756
 1,586,344
 1,558,320
 1,733,373
Total debt and capital lease obligations777,862
 663,789
 666,520
 717,945
 700,852
Total equity attributable to common shareholders672,203
 640,984
 600,805
 525,583
 687,423
 Fiscal Year
 2017 2016 2015 2014 2013
 (in thousands, except per share amounts)
Statement of Income Data         
Total revenue$1,857,601
 $1,681,432
 $1,363,302
 $1,297,662
 $1,165,528
Income from continuing operations, net of income taxes125,586
 156,086
 152,037
 129,924
 105,416
Income (loss) from discontinued operations, net of income taxes(137) 280
 (950) (1,726) (1,265)
Common Share Data         
Earnings per common share from continuing operations:         
Basic$2.60
 $3.28
 $3.23
 $2.76
 $2.18
Diluted$2.54
 $3.22
 $3.15
 $2.70
 $2.15
Other Data         
Depreciation and amortization$131,159
 $126,658
 $94,881
 $96,445
 $96,636
Capital expenditures82,431
 55,288
 63,252
 56,925
 39,154
Balance Sheet Data (as of period end)         
Cash and cash equivalents$163,794
 $117,626
 $117,947
 $160,023
 $155,927
Total assets2,929,922
 2,711,800
 2,068,497
 1,870,578
 1,623,438
Long-term debt, net and capital leases1,114,105
 1,207,696
 845,997
 740,557
 635,226
Redeemable noncontrolling interest16,609
 14,659
 28,008
 28,419
 20,581
____________________________Refer to Note 2, “Business Acquisitions and Divestiture” included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for additional information concerning the impact of our recent acquisitions.


(1)The 2010 impairment charges were primarily related to our then Preclinical Services business segment, which is now included in our DSA business segment.
(2)The fee was the result of the termination of the proposed WuXi Pharmatech (Cayman) Inc. acquisition.

27




Item 7.    Management'sManagement’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 elsewherein 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 "Risk Factors"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 nearlyover 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, that are ableenable us to support our clients from target identification through preclinicalnon-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 primarily of all of the major global pharmaceuticalbiopharmaceutical companies, many biotechnology companies, contract research organizations,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 approximately 6080 facilities in 1723 countries worldwide, which numbers exclude our Insourcing Solutions (IS) sites.

Business Trends
The demand for our outsourced services increased in the fiscal year 2014, as did demand for products and services to support our clients’ manufacturing activities. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients are beginning to refocus on their drug discovery and early-stage development efforts after, a period of stronger emphasis on delivering late-stage programs to bring new drugs to market. In addition, mid-tier biopharmaceutical clients benefited from a resurgence in the biotechnology funding environment in the fiscal year 2014, from both capital markets and partnering with large biopharmaceutical companies. 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.

The primary result of these trends was improved demand for our discovery and safety assessment services in the fiscal year 2014, particularly from mid-tier clients. This improvement led to capacity continuing to fill in our safety assessment business, in which utilization is beginning to approach optimal levels. Our targeted sales efforts also generated continued market shares gains. Price remained competitive, but trends are stable to slightly improving. We believe our scientific expertise, quality, and responsiveness remain key criteria when our clients make the decision to outsource to us. In order to accommodate this increased demand and maintain responsiveness to clients’ needs, we opened small amounts of new capacity in the fiscal year 2014 at existing facilities and continue to strategically evaluate further capacity additions.

Our clients’ intensified focus on the earliest stages of their pipelines has been visible in increasing demand for discovery services, and the willingness to outsource new areas of their research programs. To address these emerging needs and move further upstream in the drug research and development continuum, we acquired the Early Discovery businesses of Argenta, BioFocus, ChanTest, and VivoPath in the fiscal year 2014, which has enabled us to work with clients at the earliest stage of the discovery process. Our full service, early-stage portfolio has led to additional client discussions regarding strategic relationships in the fiscal year 2014, where clients seek to outsource larger portions of their early-stage drug research programs to us.

While demand for research models and certain services remained constrained in the fiscal year 2014 as clients’ continued to consolidate infrastructure and seek greater pipeline productivity, we remain confident that the long-term drivers of our business as a whole will primarily emerge from our clients' demand for discovery and safety assessment services and research models and services, which remain essential to the early-stage drug research process, as well as our products and services that support our clients’ manufacturing activities, including endotoxin and microbial detection.


28



Acquisitions
During the fiscal year 2014, we continued to make a number of 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. The 2014 acquisitions include:
In April 2014, we acquired 100% of the shares of the United Kingdom (U.K.)-based entities Argenta and BioFocus, and certain related Dutch assets, to form the core of our Early Discovery business. Through this transaction, we enhanced our position as a full service, early-stage CRO, with integrated in vitro and in vivo capabilities from target discovery through preclinical development. The preliminary purchase price of the acquisition was $183.1 million, net of cash acquired, and included contingent consideration.
In June 2014, we acquired substantially all of the assets of VivoPath LLC (VivoPath), a discovery service company. The preliminary purchase price was $2.3 million, including contingent consideration that could become payable over the next three years based on the achievement of revenue growth targets.
In October 2014, we acquired ChanTest Corporation (ChanTest), a leading provider of ion channel testing services to the pharmaceutical and biotech industry. The preliminary purchase price was $52.1 million, net of cash acquired, and included contingent consideration.

Segment Reporting
In the second quarter of 2014, following our acquisition of Argenta and BioFocus, we revised ourOur three reportable segments to ensure alignment with our view of the business. We reviewed the new and existing markets addressed by the business, the recently revised go-to-market strategy, long-term operating margins, and the discrete financial information available to our Chief Operating Decision Maker, and considered how our businesses aggregated based on these qualitative and quantitative factors. Based on this review, we identified three reportable segments:are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). We reported segment results on this basis for the current period and retrospectively for all comparable prior periods.

The revised reportable segments are as follows:
Research Models and ServicesDiscovery and Safety AssessmentManufacturing Support
Research Models
Discovery Services (2)
Endotoxin and Microbial Detection
Research Model Services (1)
Safety AssessmentAvian Vaccine Services
Biologics Testing Solutions
(1) Research Model Services includes Genetically Engineered Models and Services (GEMS), Research Animal Diagnostic Services (RADS), and IS.
(2) Discovery Services includes both the Early Discovery and In Vivo Discovery businesses. Early Discovery includes Argenta, BioFocus, and ChanTest.

Our RMS reportable 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: GEMS,includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered research models; RADS,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 Endotoxin and Microbial Detection (EMD),Solutions, which includesprovides in vitro (non-animal) lot-release testing products, and microbial detection products, and species identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics and devices; andbiologics; Avian Vaccine Services (Avian), which supplies specific-pathogen-free fertile chicken eggs and chickens.chickens; and contract development and manufacturing (CDMO) services, which, until we divested this business on February 10, 2017, allowed us to provide formulation design and development, manufacturing, and analytical and stability testing for small molecules.
Recent Acquisitions and Divestiture
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. Our recent acquisitions and divestiture are described below.
On February 12, 2018, we entered into a definitive agreement to acquire MPI Research, a non-clinical CRO, providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. Acquiring MPI Research will enhance 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 transaction is expected to close early in the second quarter of 2018, subject to regulatory approvals and customary closing conditions. The preliminary purchase price will be approximately $800 million in cash, subject to customary closing adjustments. The acquisition and associated fees are expected to be financed through an expansion of our credit facility and cash. We entered into a commitment letter, pursuant to which we will be provided up to $830 million under a bridge loan facility. This business is expected to be reported as part of our DSA reportable segment. In the

Prior
event the agreement is terminated under specified circumstances, we may be required to recastingpay a termination fee of $48 million, increasing to $56 million based on other specific circumstances.
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 that may change the purchase price, and was funded by our various borrowings. In addition to the initial purchase price, the transaction includes aggregate, undiscounted contingent payments of up to £3.0 million (approximately $4.1 million based on recent exchange rates), based on future performance. This business will be reported as part of our DSA reportable segments, the businesses were reported in two segments as follows:
Research Models and ServicesPreclinical Services
Research Models (3)
Discovery Services
Research Model Services (4)
Safety Assessment
Endotoxin and Microbial DetectionBiologics Testing Solutions

29



(3) Research Models included Avian Vaccine Services.segment.
(4) Research Model Services included GEMS, RADS, ISOn 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 Discovery Research Services. Asestablishes 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, subject to certain post-closing adjustments. In addition to the initial purchase price, the transaction includes potential additional payments of up to €6.7 million (approximately $7.9 million based on recent exchange rates), based on future performance. 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 segment revisions,acquisition of WIL Research and was reported in our Manufacturing reportable segment. Following a strategic review that was finalized subsequent to December 31, 2016, we determined that the formerCDMO business was not optimized within our portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities.
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 demand for our products and services increased in fiscal year 2017. 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 biotechnology funding environment in fiscal year 2017, 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 2017 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 2017, particularly from biotechnology clients. This improvement led to increased capacity utilization in our Safety Assessment facilities, which remained well utilized in fiscal year 2017. Price also improved slightly in fiscal year 2017, as industry capacity utilization continued to increase. In order to accommodate increasing client demand, we continued to open small amounts of new capacity in fiscal year 2017. 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 Research Services was been folded intocapabilities over the past four years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2017, demand in our Discovery Services business previously located underwas stable. The completion of a few large, integrated early discovery projects from biopharmaceutical clients in fiscal year 2016 was largely offset with improving demand from biotechnology clients as many of these clients either initiated or continued to work with us on integrated programs and other projects. Large biopharmaceutical companies 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. The business changes that we implemented in fiscal year 2016, including a small site consolidation and realignment of sales strategies in our early discovery business have been successful resulting in the Preclinicalstabilization of the business in fiscal year 2017 and in attracting new clients, including a growing base of biotechnology clients. Demand for our in vivodiscovery services continued to increase in fiscal year 2017, and we acquired Brains On-Line in August 2017 to enhance our position as the premier single-source provider for a broad portfolio of discovery CNS services. In addition, we acquired KWS BioTest Limited in January 2018 to enhance our discovery expertise, with complementary offerings that provide our customers with additional tools in the active therapeutic research areas of oncology and immunology.
Demand for our products and services that support our clients’ manufacturing activities was also robust in fiscal year 2017. 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 segment.was stable in fiscal year 2017. Demand for research models in mature markets outside of China declined modestly, partially offset by improved pricing. 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. Demand for research models in China continued to be robust in fiscal year 2017, as clients in this growing market continue to value our high-quality research models. To accommodate increased demand, we opened a new research models facility in China in late 2017. Demand for research models services also improved in fiscal year 2017, particularly for our GEMS and IS businesses. 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 2017 was $1,857.6 million compared to $1,681.4 million in fiscal year 2016. The 2017 increase as compared to the corresponding period in 2016 was $176.2 million, or 10.5%, and was primarily due to growth in our DSA and Manufacturing segments, as discussed in the above “Business Trends” section.
In fiscal year 2017, our operating income and operating income margin were $287.5 million and 15.5%, respectively, compared with $237.4 million and 14.1%, respectively, in fiscal year 2016. The increase in operating income and operating income margin was primarily due to increased demand in our DSA and Manufacturing segments, the effects of our recent acquisitions, and various productivity initiatives.
Net income attributable to common shareholders decreased to $123.4 million in fiscal year 2017, from $154.8 million in the corresponding period of 2016. The decrease in net income attributable to common shareholders of $31.4 million was primarily due to an increase in the provision for income taxes of $104.6 million as a result of U.S. Tax Reform, partially offset by an increase in operating income as discussed above, as well as a gain of $10.6 million on the CDMO divestiture and an increase of $12.6 million in gains on our venture capital investments.
During fiscal year 2017, our cash flows from operations was $318.1 million compared with $316.9 million for fiscal year 2016. The increase was primarily driven by positive changes in operating assets and liabilities due to the recognition of a tax payable in connection with the recent U.S. Tax Reform, and the timing of our accounts payable and accrued compensation payments. These increases were partially offset by a decrease in income from continuing operations.
In the fourth quarter of fiscal 2017, as part of our efficiency initiatives, we committed to a plan to close our RMS production facility in Maryland before the end of 2018, consolidate production in other facilities, and to reduce our workforce at certain other global RMS facilities. Total costs recognized in the fourth quarter of fiscal 2017 were $18.1 million, of which $17.7 million related to asset impairments and accelerated depreciation. Additional costs are expected to be incurred during 2018 resulting from accelerated lease obligations, severance and transition costs, and site consolidation costs in the range of $6.5 million to $7.5 million.

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 appearing elsewherecontained in Item 8, “Financial Statements and 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 revenue when all of the following conditions are satisfied: persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, our price to the customer is fixed or determinable, and collectibility 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 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 completed 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 scope 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 achieve 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 to 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 is 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 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 30, 2017, we had no significant milestones that were deemed substantive.
We record shipping charges billed to customers in total revenue and record shipping costs in cost of revenue (excluding amortization of intangible assets) for all periods presented.
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. Our estimates of future taxable income include,

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among other items, our estimates of future income tax deductions related to the exercise of stock options. 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 examinationcontroversy 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.
On 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 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) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (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 provision for income taxes for fiscal year 2017 includes a $78.5 million estimate for the impact of the enactment of U.S. Tax Reform. The estimated impact of U.S. Tax Reform consists of $73.5 million relating to the one-time transition tax on unrepatriated earnings, $18.2 million of withholding and state taxes relating to withdrawal of our indefinite reinvestment assertion regarding unremitted earnings, and $13.2 million tax benefit for the revaluation of U.S. federal net deferred tax liabilities from 35% to 21%. The final impact of U.S. Tax Reform may differ from these estimates, due to, among other things, changes in interpretations, analysis and assumptions made by management, additional guidance that may be issued by the U.S. Department of the Treasury and the Internal Revenue Service, and any updates or changes to estimates we have utilized to calculate the transition impact. Therefore, our accounting for the elements of U.S. Tax Reform is incomplete. However, we were able to make reasonable estimates of the effects of U.S. Tax Reform.
Prior to the fourth quarter of fiscal year 2017, we asserted that the unremitted earnings of our foreign subsidiaries were deemed indefinitely reinvested as they were required to fund needs outside of the U.S. As a result of the deemed repatriation toll tax and

As
other effects of December 27, 2014,U.S. Tax Reform enacted during the fourth quarter of fiscal year 2017, we have withdrawn our non-U.S. subsidiaries’indefinite reinvestment assertion for all of our unremitted foreign earnings and have provided deferred taxes of $18.2 million for future withholding and state income taxes upon the repatriation of these earnings. In light of the reduced incremental tax cost of repatriating unremitted earnings, as well as other effects of U.S. Tax Reform, we have determined we can no longer overcome the presumption that all undistributed foreign earnings includedwill ultimately be transferred to the U.S. parent entity.
In fiscal 2017, we adopted Accounting Standard Update (ASU) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The standard reduces complexity in several aspects of the accounting for employee share-based compensation, including certain income tax consequences. Excess tax benefits and tax deficiencies are recognized in the consolidated retained earnings aggregated $271.0 million. All undistributed foreign earningsstatements of non-U.S. subsidiaries, exclusiveincome on a prospective basis. The adoption to recognize excess tax benefits and tax deficiencies within the consolidated statements of earnings that wouldincome on a prospective basis could result in little or no net income tax expense or which were previously taxed under current U.S. tax law, are reinvested indefinitelyfluctuations in operations outside the U.S. This determination is made on a jurisdiction by jurisdiction basis and takes into account the liquidity requirements in both the U.S. and within our foreign subsidiaries. If we decide to repatriate funds in the future to execute our growth initiatives or to fund any other liquidity needs, the resulting tax consequences would negatively impact our results of operations through a higher effective tax rate period-over-period, depending on how many awards vest and dilutionthe volatility of our earnings.

stock price. During fiscal year 2017, the impact to the provision for income taxes within the consolidated statements of income was an excess tax benefit of $11.0 million. Further, for fiscal year 2017, we excluded the effect of windfall tax benefits from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method for the calculation of diluted earnings per share.
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 and indefinite-lived intangible assets 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 and indefinite-lived intangible assets 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.


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In the fiscal years 2014, 20132017, 2016 and 2012,2015, we performed the 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 2014, 20132017, 2016 and 20122015 impairment testtests indicated that goodwill and other intangible assets werewas not impaired.

In 2014,the second quarter of 2016, we revised the composition of our reportable segments to align with our newthe view of the business following the Argenta and BioFocus acquisition.our acquisition of WIL Research. As a result, of this reorganization, goodwill was allocated from our priorRMS reportable segmentssegment to our newManufacturing reportable segmentssegment 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. During
In fiscal 2017, we recognized $17.7 million of asset impairment and accelerated depreciation charges on the fiscal year 2014, we did not record any significant impairment charges to long-lived assets.

RMS facility in Frederick, Maryland in connection with our global RMS restructuring initiatives.
Pension and Other RetireePost-Retirement Benefit Plans
Several of our U.S. and non-U.S. subsidiaries sponsor defined benefit pension and other retireepost-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. In the fiscal year 2014, as part of our annual review of assumptions for our U.S. pension and retiree benefit plans, we selected the discount rate based on a cash-flow matching analysis using Towers Watson’s proprietary Bond:Link tool.  Prior to the fiscal year 2014, we employed a cash-flow matching methodology, which

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used the spot yield curve underlying the Citigroup Index. The refined estimation technique permits us to more closely match cash flows to the expected payments to participants than would be possible with the previously used yield curve model. We believe such a refinement results in an estimate of the discount rate that more accurately reflects the settlement value for plan obligations than the yield curve methodology used in prior years, as it provides the ability to review the quality and diversification of the portfolio to select the bond issues that would settle the obligation in an optimal manner. This refinement reduced our benefit obligations as of December 27, 2014 by $5.5 million.

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 the fiscal year 2014, for our U.S. plans, we adopted new mortality tables (RP-2014) and a2017, new mortality improvement scale (MP-2014),scales were issued in the U.S. and United Kingdom (U.K) reflecting a decline in longevity projection from the 2016 releases that we adopted, which increaseddecreased our benefit obligations by $6.0$5.2 million as of


December 30, 2017. 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 we adopted, which decreased our benefit obligations by $1.3 million as of December 27, 2014. We previously used the RP-2000 mortality tables with mortality improvements projected using Scale AA to 2021 for annuitants and to 2029 for non-annuitants. In addition, for our U.K. plans, the mortality table was updated to S2 Series (SAPS) using the CMI 2013 core projection with a 1.25% per annum long-term mortality improvement. This update increased our benefit obligations by $1.9 million as of December 27, 2014. Prior to the fiscal year 2014, we used the S1 Series (SAPS) mortality table and the CMI 2009 core projection with a 1.25% per annum long-term improvement. The new mortality information reflects improved life expectancies and an expectation that the trend will continue.31, 2016.

Stock-basedStock-Based Compensation
We grant stock options, restricted stock, restricted stock units (RSUs), and performance share units (PSUs) to employees, and stock options, and restricted stock, and RSUs 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.
Determining the appropriate valuation model and related assumptions requires judgment. The fair value of stock options granted is calculated using the Black-Scholes model and the fair value of PSUs is calculated 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 estimateDue to our adoption in fiscal 2017 of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, we elected to change our accounting policy to account for forfeitures over the requisite service period when recognizing share-based compensation expense basedthey occur on historical ratesa modified retrospective basis, which resulted in an immaterial impact on our consolidated financial statements and forward looking factors; these estimates are adjusted to the extent that actual forfeitures differ, or are expected to materially differ, from our estimates.related disclosures.
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 includedcontained in Item 8, “Financial Statements and Supplementary Data,” in this Annual Report on Form 10-K.


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Results of Operations
Fiscal Year 20142017 Compared to Fiscal Year 20132016
Revenue
The following tables present consolidated revenue by reportable segment and by type:
 Fiscal Year Ended      
 December 27, 2014 December 28, 2013 $ Change % Change Impact of FX
 (in millions, except percentages)
Research models and services$507.4
 $511.3
 $(3.9) (0.8)% (0.7)%
Discovery and safety assessment538.2
 432.4
 105.8
 24.5 % 0.3 %
Manufacturing support252.1
 221.8
 30.3
 13.7 % 0.2 %
Total revenue$1,297.7
 $1,165.5
 $132.2
 11.3 % (0.1)%
 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 %
Revenue for the fiscal year 2014 increased $132.2 million, or 11.3%, compared with the fiscal year 2013. Reported revenue decreased due to foreign currency translation by $1.7 million, or 0.1%, when compared to the prior period.
 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%
RMS revenue decreased $3.9$0.4 million due to lower research modelsmodel revenue outside of China, lower service revenue in the RADS business, and the negative effect of changes in foreign currency exchange rates; partially offset by higher research model product revenue in China, and higher research model services revenue attributable to the IS and research models revenue, primarily in Japan and Europe. Additionally, the fiscal year 2013 includes a $1.5 million revenue adjustment related to inaccurate billings with respect to certain government contracts. See Note 12, "Commitments and Contingencies."GEMS businesses.
DSA revenue increased $105.8$143.4 million due primarily to an increase inincreased demand from mid-tier biotechnology clients and global biopharmaceuticals clients. The Safety Assessment business had higher service revenue as a result of the Discovery Services business,WIL Research acquisition, which includes the Argenta and BioFocus acquisition that contributed $71.4$62.5 million to service revenue growth, as well as growth of the legacy business, including favorable volume, mix of services, and 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 the Safety Assessment business.foreign currency exchange rates.
Manufacturing revenue increased $30.3$33.2 million drivendue primarily to higher demand 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 positive effect of changes in foreign current exchange rates; partially offset by broad-based growth across all three businesses, particularly the EMDabsence of $10.9 million of service revenue related to the CDMO business; and lower product revenue in the Avian business.
Cost of Services Provided and Products Sold (Excluding Amortization of Intangible Assets)


The following tables present consolidated costs of services provided and Services Providedproducts sold (excluding amortization of intangible assets) (Costs) by reportable segment and by type:
 Fiscal Year Ended    
 December 27, 2014 December 28, 2013 $ Change % Change
 (in millions, except percentages)
Research models and services$317.2
 $331.8
 $(14.6) (4.4)%
Discovery and safety assessment387.3
 325.6
 61.7
 18.9 %
Manufacturing support120.5
 113.2
 7.3
 6.4 %
Total cost of products sold and services provided$825.0
 $770.6
 $54.4
 7.1 %
 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
RMS$317.0
 $292.8
 $24.2
 8.3%
DSA660.6
 572.4
 88.2
 15.4%
Manufacturing177.7
 169.5
 8.2
 4.8%
Total cost of services provided and products sold (excluding amortization of intangible assets)$1,155.3
 $1,034.7
 $120.6
 11.6%
Cost of products sold and services provided (costs)
 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
Cost of services provided$865.6
 $757.7
 $107.9
 14.2%
Cost of products sold289.7
 277.0
 12.7
 4.6%
Total cost of services provided and products sold (excluding amortization of intangible assets)$1,155.3
 $1,034.7
 $120.6
 11.6%
Costs for the fiscal year 20142017 increased $54.4$120.6 million, or 7.1%11.6%, compared with theto fiscal year 2013.2016. Costs as a percentage of revenue for the fiscal year 20142017 were 63.6%62.2%, a decreasean increase of 2.5%0.7%, from 66.1%61.5% for the fiscal year 2013. The costs above include asset impairments, which were previously presented separately in our consolidated statement of income.2016.
RMS costs decreased $14.6Costs increased $24.2 million due primarily the result of lower accelerated depreciation expenseto higher restructuring costs associated with global efficiency initiativesthe planned closure of our production facility in our research models business.Maryland; increased employee compensation costs and increased facility investments in China; partially offset by the favorable effect of changes in foreign currency exchange rates. RMS costsCosts as a percentage of revenue for the fiscal year 20142017 were 62.5%64.2%, a decreasean increase of 2.4%4.9%, from 64.9%59.3% for the fiscal year 2013, the result of global efficiency initiatives in our2016, due primarily to lower research models business.model volume, higher restructuring charges, higher compensation costs, and facility investments.
DSA costsCosts increased $61.7$88.2 million due primarily to a $49.1 millionan increase in Discovery Services costs,Safety Assessment Costs, which includesincluded a higher service cost base due to the Argenta and BioFocusWIL Research acquisition and a $12.6 millionthe growth of the legacy services business, and higher compensation; an increase in Safety AssessmentDiscovery Services Costs, which included a higher service cost base due to the acquisitions of Agilux and Brains On-Line, and higher compensation costs; partially offset by higher restructuring costs as a resultincurred during 2016 associated with site consolidations to help improve productivity; and the favorable effect of increased revenues.changes in foreign currency exchange rates. DSA costsCosts as a percentage of revenue for the fiscal year 20142017 were 72.0%67.4%, a decrease of 3.3%1.0%, from 75.3%68.4% for the fiscal year 2013 as a result of leverage of fixed costs2016, due primarily to higher volume, favorable pricing, and productivity improvements.
Manufacturing Costs increased $8.2 million due primarily to an increase in Microbial Solutions Costs resulting from higher revenues.
demand of endotoxin products; an increase in Biologics Costs resulting from the growth of the business and the acquisition of Blue Stream; and the unfavorable effect of changes in foreign currency exchange rates; partially offset by a decrease in CDMO Costs related to the divestiture of the CDMO business. Manufacturing costs increased $7.3 million, primarily as a result of higher revenue for each of our Manufacturing businesses. Manufacturing costsCosts as a percentage of revenue for the fiscal year 20142017 were 47.8%46.3%, a decrease of 3.2%2.0%, from 51.0%48.3% for the fiscal year 2013, as a result of leverage of fixed costs from2016, due primarily to higher revenue.volume, favorable pricing, and productivity improvements.

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Selling, General and Administrative Expenses
 Fiscal Year Ended    
 December 27, 2014 December 28, 2013 $ Change % Change
 (in millions, except percentages)
Research models and services$66.2
 $60.0
 $6.2
 10.3%
Discovery and safety assessment63.1
 49.7
 13.4
 27.0%
Manufacturing support47.6
 42.0
 5.6
 13.3%
Unallocated corporate92.1
 74.0
 18.1
 24.5%
Total selling, general and administrative$269.0
 $225.7
 $43.3
 19.2%
 Fiscal Year    
 2017 2016 $ change % change
 (in millions, except percentages)
RMS$60.2
 $62.5
 $(2.3) (3.7)%
DSA105.5
 98.3
 7.2
 7.3 %
Manufacturing72.5
 65.1
 7.4
 11.4 %
Unallocated corporate135.2
 141.6
 (6.4) (4.6)%
Total selling, general and administrative$373.4
 $367.5
 $5.9
 1.6 %
Selling, general and administrative expenses (SG&A) for the fiscal year 20142017 increased $43.3$5.9 million, or 19.2%1.6%, compared with the fiscal year 2013.2016. SG&A as a percentage of revenue for the fiscal year 20142017 was 20.7%20.1%, an increasea decrease of 1.3%1.8%, from 19.4%21.9% for the fiscal year 2013.2016, which was driven by the RMS and DSA segments, as well as a reduction in unallocated corporate spend, as discussed below.
The increasedecrease in RMS SG&A of $6.2$2.3 million was primarily related to an increase of $2.5 million in compensation, benefits and other employee related expenses; the recording of $1.6 million in charges related to an arbitration award in favor of a large model supplier; an increase of $0.5 million in severance due to consolidation plans in the U.S. and Japan; and an increase of $2.6 million in other expenses; partially offset by a decrease of $1.0 million due to a gain on the sale ofin operating expenses, including information technology infrastructure and facility impacted by a consolidation plan.expenses. RMS SG&A as a percentage of revenue for the fiscal year 20142017 was 13.0%12.2%, an increasea decrease of 1.3%0.4%, from 11.7%12.6% for the fiscal year 2013.2016.
The increase in DSA SG&A of $13.4$7.2 million was primarily related to an increase in compensation, benefits, and other employee-related expenses to support the growth of the business. DSA SG&A as a percentage of revenue for fiscal year 2017 was 10.8%, a decrease of 1.0%, from 11.8% for fiscal year 2016.
The increase in Manufacturing SG&A of $7.4 million was primarily related to an increase in compensation, benefits, and other employee-related expenses to support the growth of the business. Manufacturing SG&A as a percentage of revenue for fiscal year 2017 was 18.9%, an increase of 0.3%, from 18.6% for fiscal year 2016.
The decrease in unallocated corporate SG&A of $6.4 million was primarily related to a decrease in costs associated with the evaluation and integration of acquisitions, and decrease in information technology infrastructure related expenses; partially offset by an increase in compensation, benefits, and other employee-related expenses.
Amortization of Intangible Assets Amortization of intangible assets for fiscal year 2017 was $41.4 million, a decrease of $0.3 million, or 0.8%, from $41.7 million for fiscal year 2016, due primarily to certain intangible assets becoming fully amortized and the disposal of certain amortizable intangible assets in connection with the CDMO business divestiture; partially offset by the amortization of certain intangible assets acquired in connection with our recent acquisitions.
Interest Income Interest income, which represents earnings on 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.
Interest Expense Interest expense for fiscal year 2017 was $29.8 million, an increase of $2.1 million, or 7.5%, compared to $27.7 million for fiscal year 2016. The increase was due primarily to 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.
Other Income, Net Other income, net, was $38.5 million for fiscal year 2017, an increase of $26.6 million, or 224.0%, compared to $11.9 million for fiscal year 2016. The increase in other income, net was driven by an increase of $12.6 million in gains recognized related to our venture capital investments, a $10.6 million gain recognized as a result of the divestiture of the CDMO business, and higher net gains on life insurance policy investments of $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. Our effective tax rate was 57.7% for fiscal year 2017, compared to 30.0% for fiscal year 2016. The increase was primarily driven by the one-time transition tax on unrepatriated foreign earnings mandated by U.S. Tax Reform, the change of our assertion of indefinite reinvestment of foreign earnings, and a gain on the divestiture of the CDMO business. These increases are net of decreases relating to the excess tax benefits from stock-based compensation due to the adoption of ASU 2016-09, as well as the revaluation of U.S. net deferred tax liabilities to 21% based on enacted U.S. Tax Reform.
Fiscal Year 2016 Compared to Fiscal Year 2015
Revenue
The following tables present consolidated revenue by reportable segment and by type:


 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    
 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%
Revenue for fiscal year 2016 increased $318.1 million, or 23.3%, compared with fiscal year 2015. The negative effect of changes in foreign currency exchange rates decreased revenue by $20.0 million, or 1.5%, when compared to the prior year.
RMS revenue increased $23.6 million due to higher research model services revenue in North America, Europe, and Japan and higher research model product revenue in North America, Europe, and Asia; partially offset by the negative effect of changes in foreign currency exchange rates.
DSA revenue increased $224.4 million due to higher service revenue in the Safety Assessment business, 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 service revenue in Discovery Services’ In Vivo business, which includes the acquisitions of Oncotest and Agilux that contributed $14.6 million to service revenue growth; partially offset by lower Early Discovery service revenue due primarily to softer demand from global clients; and the negative effect of changes in foreign currency exchange rates.
Manufacturing revenue increased $70.1 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 product growth; higher service revenue in the Biologics business, which includes the Blue Stream acquisition that contributed $4.1 million to service revenue growth; higher product revenue in the Avian business, primarily due to the acquisition of the Sunrise business that contributed $4.9 million to product revenue growth; and Contract Manufacturing service revenue related to the CDMO services of WIL Research acquired in April 2016 that contributed $12.6 million to service revenue growth; 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 tables 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%


 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%
Costs for fiscal year 2016 increased $202.5 million, or 24.3%, compared with fiscal year 2015. 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%, a decrease of 1.1%, from 60.4% for fiscal year 2015.
DSA Costs increased $165.4 million due primarily to an increase in Safety Assessment Costs, which included a higher service 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 service 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.
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%
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 $5.5$1.3 million in compensation, benefitsexternal consulting and other employee relatedservice expenses; an increase of $1.9 million in severance; an increase of $1.2$0.5 million in operating expenses, including information technology infrastructure and facility expenses; an increase of $0.8$0.3 million in compensation, benefits, and other employee-related expenses; and an increase of $0.2 million in stock-based compensation primarily related to our new hire grantsexpense; 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 our annual stock-based grants madeintegration of acquisitions; a decrease of $0.2 million in February 2014;bad debt expense; and an increasea decrease of $4.0$0.6 million in other expenses; all of which were primarily due to the Argenta and BioFocus acquisition. DSAexpenses. RMS SG&A as a percentage of revenue for the fiscal year 20142016 was 11.7%12.6%, an increasea decrease of 0.2%0.6%, from 11.5%13.2% for the fiscal year 2013.2015.
The increase in ManufacturingDSA SG&A of $5.6$29.1 million was related to an increase of $3.8$12.5 million in compensation, benefits, and other employee relatedemployee-related expenses; an increase of $1.8$5.9 million in operating expenses, including information technology infrastructure and facility expenses; and an increase of $0.5$5.7 million in stock-based compensation, primarily related to our new hire grants and our annual stock-based grants made in February 2014; partially offset by a decrease of $0.5 million in other expenses. Manufacturing SG&A as a percentage of revenue for the fiscal year 2014 was 18.9%, consistentcosts associated with the fiscal year 2013.
The increase in unallocated corporate SG&Aevaluation and integration of $18.1 million was related toacquisitions; an increase of $7.4$2.9 million in compensation, benefits and other employee related expenses;severance expense; an increase of $5.1 million of stock-based compensation, primarily related to our new hire grants, our annual stock-based grants made in February 2014 and increased expense recognized for performance stock units whose payout is based upon our financial performance; an increase of $4.8$1.5 million in external consulting and other service expenses; an increase of $4.5$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 $1.4$8.0 million in external consulting and other service expenses; partially offset by a reductionan increase of $5.1$6.2 million in compensation, benefits, and other employee-related expenses; an increase of $4.8 million in information technology relatedexpenses; 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 AssetsAmortization of intangibles for the fiscal year 20142016 was $26.0$41.7 million, an increase of $8.2$17.5 million, or 46.1%72.1%, from $17.8$24.2 million for the fiscal year 2013,2015, due primarily as a result ofto certain intangibles acquired in connection with the ArgentaAgilux, Blue Stream, WIL Research, Oncotest, Celsis, and BioFocus acquisition.Sunrise acquisitions.
Interest IncomeInterest income, which represents earnings on held cash, cash equivalents, and time deposits was $1.2$1.3 million for the fiscal year 2014,2016, an increase of $0.5$0.3 million, or 71.4%26.0%, compared to $0.7$1.0 million for the fiscal year 2013.2015.
Interest ExpenseInterest expense for the fiscal year 20142016 was $12.0$27.7 million, a decreasean increase of $9.0$12.6 million, or 42.9%83.8%, compared to $21.0$15.1 million for the fiscal year 2013.2015. The decreaseincrease was primarily due to the write-off of a portion of debt issuance costs in connection with the modification of our $1.3B Credit Facility, a higher average debt balance outstanding as a result of the retirement late in the second quarterbusiness acquisitions, a higher average interest rate as a result of the fiscal year 2013 of our senior convertible debentures, which lowered our effectivea higher leverage ratio, and an increased interest rate.expense related to capital leases.
Other Income, (Expense), NetOther income, (expense), net, was $10.7$11.9 million for the fiscal year 2014,2016, an increase of $3.5$8.9 million, or 48.6%295.5%, compared to $7.2$3.0 million for the fiscal year 2013.2015. 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 million in gains on our venture capital investments in limited partnerships accounted for under the equity method, which increased $3.4 million, andmethod; a non-cash

35



higher net gain of $2.1 million related to assets assumed at our Frederick, Maryland facility following the terminationon life insurance policy investments; a $0.7 million gain on remeasurement of previously held equity interest in an entity acquired in a customer contract,step acquisition; and an increase of $0.6 million in other activity; partially offset by the impactabsence of foreign exchangea bargain purchase gain of $9.9 million associated with the acquisition of Sunrise in May 2015; and other activitya $1.5 million charge recorded in connection with the modification of $2.0 million.the option to purchase the remaining 13% equity interest in Vital River.
Income TaxesIncome tax expense in thewas $66.8 million for fiscal year 2014 increased $14.82016, an increase of $23.4 million, compared with theto $43.4 million for fiscal year 2013.2015. Our effective tax rate was 26.8%30.0% in the fiscal year 2014,2016, compared to 23.8%22.2% in the fiscal year 2013.2015. The increase was primarily attributable to current-year tax law changes, including a statutory 25% decrease in the Canadian Scientific Researchdriven by non-deductible expenses associated with acquisitions and Experimental Development (SR&ED) credit and an increase in the limitation of deductibility of interest expense in France.restructurings. In addition, the effectivewe recognized a reduction in unrecognized tax rate for the fiscal year 2014 reflected a discrete tax costbenefits and related interest of $1.6$10.4 million relateddue to the nondeductible transaction costs incurred inexpiration of the fiscal year 2014 forstatute 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 the Early Discovery businesses and a discrete tax cost of $1.2 million related to the write-off of deferred tax assets as a result of the reorganization of the Company's RMS U.K. entities. These increases were partially offset by a $2.1 million release of an uncertain tax position resulting from an ability to offset tax on a capital gain from an investment in a limited partnership. The fiscal year 2013 effective tax rate includes a discrete tax detriment of $2.0 million related to the ongoing transfer pricing controversy with the Canadian Revenue Authority (CRA).
Fiscal Year 2013 Compared to Fiscal Year 2012
Revenue
 Fiscal Year Ended      
 December 28, 2013 December 29, 2012 $ Change % Change Impact of FX
 (in millions, except percentages)
Research models and services$511.3
 $521.6
 $(10.3) (2.0)% (1.7)%
Discovery and safety assessment432.4
 408.9
 23.5
 5.7 % (0.6)%
Manufacturing support221.8
 199.0
 22.8
 11.5 % 1.1 %
Total revenue$1,165.5
 $1,129.5
 $36.0
 3.2 % (0.8)%
Revenue for the fiscal year 2013 increased $36.0 million, or 3.2%, compared with the fiscal year 2012. Reported revenue decreased due to foreign currency translation by $9.0 million, or 0.8%, when compared to the prior period.
RMS revenue decreased by $10.3 million due to lower research models revenue in the U.S., Europe and Japan due primarily to infrastructure reductions by our global biopharmaceutical clients, partially offset by the inclusion of Vital River, which was acquired in the fiscal year 2013. Additionally, the fiscal year 2013 included a $1.5 million revenue adjustment related to inaccurate billings with respect to certain government contracts. See Note 12, "Commitments and Contingencies."
DSA revenue increased $23.5 million due to higher demand from global pharmaceutical and mid-tier biotechnology clients as well as a more favorable mix of longer-term services.
Manufacturing revenue increased $22.8 million due to higher sales of legacy EMD products globally and the inclusion of a full year of Accugenix services (an EMD service provider acquired in 2012).
Cost of Products Sold and Services Provided
 Fiscal Year Ended    
 December 28, 2013 December 29, 2012 $ Change % Change
 (in millions, except percentages)
Research models and services$331.8
 $323.3
 $8.5
 2.6%
Discovery and safety assessment325.6
 311.0
 14.6
 4.7%
Manufacturing support113.2
 103.1
 10.1
 9.8%
Total cost of products sold and services provided$770.6
 $737.4
 $33.2
 4.5%
Costs for the fiscal year 2013 increased $33.2 million, or 4.5%, compared with the fiscal year 2012. Costs as a percentage of revenue for the fiscal year 2013 were 66.1%, an increase of 0.8%, from 65.3% for the fiscal year 2012. The costs above include assets impairments which were previously presented separately in our consolidated statement of income.
RMS costs increased $8.5 million, primarily the result of accelerated depreciation expense at our California facility, which contributed $13.5 million to the increase and the inclusion of Vital River, acquired in January 2013, which contributed $10.5

36



million to the increase, partially offset by declines in cost of products in our research models business due to lower volume. RMS costs as a percentage of revenue for the fiscal year 2013 were 64.9%, an increase of 2.9%, from 62.0% for the fiscal year 2012, the result of the lower revenue in our U.S., Europe and Japan research model business along with accelerated depreciation expense at our California facility.
DSA costs increased $14.6 million due to an increase in Safety Assessment costs as a result of increased revenues. DSA costs as a percentage of revenue for the fiscal year 2013 were 75.3%, a decrease of 0.8%, from 76.1% for the fiscal year 2012 due to higher volume of services provided and the benefit of efficiency initiatives.
Manufacturing costs increased $10.1 million, primarily as a result of higher EMD revenue. Manufacturing costs as a percentage of revenue for the fiscal year 2013 were 51.0%, a decrease of 0.8%, from 51.8% in the fiscal year 2012 as a result of leverage of fixed costs from higher revenue.
Selling, General and Administrative Expenses
 Fiscal Year Ended    
 December 28, 2013 December 29, 2012 $ Change % Change
 (in millions, except percentages)
Research models and services$60.0
 $53.5
 $6.5
 12.1 %
Discovery and safety assessment49.7
 49.8
 (0.1) (0.2)%
Manufacturing support42.0
 33.7
 8.3
 24.6 %
Unallocated corporate74.0
 71.2
 2.8
 3.9 %
Total selling, general and administrative$225.7
 $208.2
 $17.5
 8.4 %
SG&A for the fiscal year 2013 increased $17.5 million, or 8.4%, compared with the fiscal year 2012. SG&A as a percentage of revenue for the fiscal year 2013 was 19.4%, an increase of 1.0%, from 18.4% for the fiscal year 2012.
The increase in RMS SG&A of $6.5 million was related to an increase of $2.2 million in compensation, benefits and other employee related expenses; an increase of $1.8 million in bad debt expense; an increase of $0.8 million in stock-based compensation expense; an increase of $0.8 million in severance charges; and an increase of $1.4 million in other expenses; partially offset by a decrease of $0.5 million in operating costs, including information technology and facility costs. RMS SG&A as a percentage of revenue for the fiscal year 2013 was 11.7%, an increase of 1.4%, from 10.3% for the fiscal year 2012.
DSA SG&A remained substantially flat year over year due to a decrease of $2.0 million in compensation, benefits and other employee related expenses and a decrease of $1.1 million in operating costs, including information technology and facilities costs; offset by an increase of $3.0 million in other expenses. DSA SG&A as a percentage of revenue for the fiscal year 2013 was 11.5%, a decrease of 0.7%, from 12.2% for the fiscal year 2012.
The increase in Manufacturing SG&A of $8.3 million was primarily related to an increase of $5.1 million in compensation, benefits and other employee related expenses; an increase of $1.0 million in bad debt expense; an increase of $0.9 million in operating costs, including information technology and facility expenses; and an increase of $1.3 million in other expenses. Manufacturing SG&A as a percentage of revenue for the fiscal year 2013 was 18.9%, an increase of 2.0%, from 16.9% for the fiscal year 2012.
The increase in unallocated corporate SG&A of $2.8 million was related to an increase of $3.1 million in compensation, benefits and other employee related expenses; an increase of $1.7 million in stock-based compensation; and an increase of $1.2 million in external consulting and other service expense; partially offset by a decrease of $2.0 million of costs associated with the evaluation and integration of acquisitions; a decrease of $1.0 million decrease in information technology related expenses; and a decrease of $0.2 million in other expenses.

Amortization of Intangible Assets Amortization of intangibles for the fiscal year 2013 was $17.8 million, a decrease of $0.3 million, or 1.7%, from $18.1 million for the fiscal year 2012.
Interest Income Interest income, which represents earnings on held cash, cash equivalents, and time deposits, was $0.7 million for the fiscal year 2013, an increase of $0.1 million, or 16.7%, compared to $0.6 million for the fiscal year 2012.

37



Interest Expense Interest expense for the fiscal year 2013 was $21.0 million, a decrease of $12.3 million, or 36.9%, compared to $33.3 million for the fiscal year 2012. The decrease was due to lower interest rates on our debt as a result of our debt refinancing in May 2013 and the associated retirement of our senior convertible debenturesSunrise in fiscal year 2013.
Other Income (Expense), Net Other income (expense), net was $7.2 million for the fiscal year 2013, an increase of $10.5 million, or 318.2%, compared to $(3.3) million for the fiscal year 2012. The increase in other income (expense), net was driven by our investments in limited partnerships accounted for under the equity method.
Income Taxes Income tax expense for the fiscal year 2013 increased $5.3 million, compared with the fiscal year 2012. Our effective tax rate was 23.8% in the fiscal year 2013, compared to 21.3% in the fiscal year 2012. The increase of 2.5% in the effective tax rate for the fiscal year 2013 was primarily attributable to a discrete tax detriment of $2.0 million due to an adjustment related to the ongoing transfer pricing controversy with the CRA, a reduction in research and development tax benefits by $1.8 million arising from the adoption of a new refundable research and development credit provided for in a U.K. tax law change that was enacted in the fiscal year 2013, $1.4 million of costs from a new French tax law enacted in the fiscal year 2013 that applied retroactively to the fiscal year 2012 that limits the deductibility of interest by our French affiliates, and a discrete tax cost of $0.5 million related to nondeductible transaction costs incurred in 2012 for the acquisition of Vital River, which closed in the first quarter of the fiscal year 2013. These costs were partially offset by increased benefits from the domestic production deduction of $0.6 million and reduced unbenefitted tax losses of $0.6 million. The fiscal year 2012 effective tax rate reflects a benefit from the settlement of the tax litigation related to the 2003 and 2004 SR&ED credits claimed by our Safety Assessment services facility in Montreal.2015.


Liquidity and Capital Resources
We currently require cash to fund our working capital needs, pension obligations, capital expansion, and acquisitions, and 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, and cash equivalents and time deposits held in the U.S. and by foreign subsidiaries:investments:
 December 27, 2014 December 28, 2013
 (in millions)
Cash and cash equivalents   
Held in the U.S.$10.0
 $8.0
Held by non-U.S. subsidiaries150.0
 147.9
Total cash and cash equivalents160.0
 155.9
Time deposits held in the U.S.2.8
 
Time deposits held by non-US subsidiaries13.4
 11.2
Total cash and cash equivalents and time deposits$176.2
 $167.1
 December 30, 2017 December 31, 2016
 (in millions)
Cash and cash equivalents:   
Held in U.S. entities$30.6
 $10.6
Held in non-U.S. entities133.2
 107.0
Total cash and cash equivalents163.8
 117.6
Investments:   
Held in U.S. entities
 
Held in non-U.S. entities28.5
 3.8
Total cash, cash equivalents and investments$192.3
 $121.4
Borrowings
On May 29, 2013,March 30, 2016, we amended and restated our previous$1.3 billion credit agreement and entered into a $970.0 million agreement (the $970M Credit Facility). The $970Mfacility, creating our $1.65B Credit Facility has awhich (1) extended the maturity date for the credit facility, and (2) made certain other amendments in connection with our acquisition of May 2018 andWIL Research. The $1.65B Credit Facility provides for up to $1.65 billion in financing, including a $420.0$650.0 million U.S. term loan facility and a $550.0 million$1.0 billion multi-currency revolving credit facility. The term loan facility matures in 19 quarterly installments, with the last installment due March 30, 2021. The revolving credit facility may be drawn in U.S. Dollars, Euros, Pound Sterling, or Japanese Yen, subject to sub-limits by currency. matures on March 30, 2021, and requires no scheduled payment before that date.
Amounts outstanding under the $1.65B Credit Facility were as follows:
 December 30, 2017 December 31, 2016
 (in millions)
Term loans$601.3
 $633.8
Revolving credit facility501.0
 578.8
Total$1,102.3
 $1,212.6
Under specified circumstances, we have the ability to expandincrease the term loan facility and/or revolving credit facility by up to $350.0 million. The U.S. term loan matures$500.0 million in 20 quarterly installments through May 2018. The revolving credit facility matures in May 2018 and requires no scheduled payment before this date.the aggregate. The interest rates onapplicable to the $970Mterm loan and revolving loans under the $1.65B Credit Facility are, variable and are based on an applicable publishedat our option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus a spread determined by0.50%, 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.


38



Amounts outstanding underIn connection with our plan to acquire MPI Research, our intention is to increase our debt level by approximately $830 million as we obtained a commitment for a bridge loan facility. We are evaluating fixed-rate debt financing alternatives which could be used to finance the $970M Credit Facility were as follows as of December 27, 2014acquisition and December 28, 2013:

 December 27, 2014 December 28, 2013
 (in millions)
Term loans$378.0
 $409.5
Revolving credit facility375.5
 253.3
Total$753.5
 $662.8

for general corporate purposes.
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 the fiscal year 2014,2017, we repurchased approximately 2,093,0001.0 million shares at a costfor $90.6 million under our authorized stock repurchase program. As of $110.6 million. At December 27, 2014,30, 2017, we had $178.5$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, RSUs, and PSUs in order to satisfy individual statutory tax withholding requirements. During fiscal year 2017, we acquired 0.2 million shares for $16.3 million through such netting.


Cash Flows
The following table presents our net cash provided by operating activities:
Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in millions)(in millions)
Income from continuing operations$129.9
 $105.4
 $102.1
$125.6
 $156.1
 $152.0
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities126.0
 129.0
 131.7
186.6
 174.3
 126.6
Changes in assets and liabilities(3.8) (25.4) (25.8)5.9
 (13.5) 28.2
Net cash provided by operating activities$252.1
 $209.0
 $208.0
$318.1
 $316.9
 $306.8
Net cash provided by cash flows from operating activities represents 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 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 2016 to 2017. The increase was primarily driven by positive changes in operating assets and liabilities due to the recognition of a tax payable in connection with the recent U.S. Tax Reform, and the timing of our accounts payable and accrued compensation payments. These increases were partially offset by a decrease in income from continuing operations. The increase in net cash provided by operating activities from the fiscal years 2013year 2015 to 2014 and from the fiscal years 2012 to 2013 were due to increases in our2016 was primarily driven by higher income from continuing operations with the net effect of changespartially offset by a negative change in operating assets and liabilities and adjustments to net income from continuing operations.liabilities. Our days sales outstanding, which includes deferred revenue as an offset to accounts receivable but is not adjusted for an allowance for doubtful accounts in the calculation, was 60 days as of December 30, 2017, compared to 52 days as of December 27, 2014, compared to 56 days as of December 28, 201331, 2016, and 51 days as of December 29, 2012.

26, 2015. The increase was primarily driven by changes in the timing of certain working capital items related to integration of the information systems of WIL Research, which the Company acquired in 2016, and timing of deferred revenue.
The following table presents our net cash used in investing activities:
Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in millions)(in millions)
Acquisition of businesses and assets, net of cash acquired$(234.3) $(29.2) $(16.9)$(25.0) $(648.5) $(247.7)
Capital expenditures(56.9) (39.1) (47.5)(82.4) (55.3) (63.3)
Investments, net(5.6) (6.0) 6.6
(37.2) 7.4
 (14.4)
Proceeds from divestiture72.5
 
 
Other, net(1.2) 0.3
 2.8
(0.5) 3.7
 (2.2)
Net cash used in investing activities$(298.0) $(74.0) $(55.0)$(72.6) $(692.7) $(327.6)
The primary use of cash used in investing activities 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 investing activities in the fiscal year 20142016 was related to our acquisitionacquisitions of Argenta and BioFocusWIL Research for $182.5$577.4 million, cash paid net of cash acquired, and of ChanTestacquired; Agilux for $51.1$62.0 million, cash paid net of cash acquired.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, net of purchases of investments and contributions to venture capital investments. The primaryprincipal use of cash in the fiscal year 20132015 was related to our acquisitionacquisitions of 75% of Vital RiverCelsis for $24.2$202.0 million, net of cash acquired, and of an EMD products and service provider in Singaporeacquired; Oncotest for $4.9 million. During the fiscal year 2012, we acquired Accugenix, which is part of our EMD business, for $16.9$35.2 million, net of cash acquired.acquired; and Sunrise for $9.6 million, net of cash acquired; as well as our capital expenditures.


39


The following table presents our net cash (used in) provided by financing activities:

Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in millions)(in millions)
Proceeds from long-term debt and revolving credit agreement$298.9
 $511.8
 $74.1
Proceeds from long-term debt and revolving credit facility$236.8
 $1,044.7
 $492.5
Proceeds from exercises of stock options73.7
 93.8
 18.4
38.9
 23.2
 39.3
Payments on long-term debt, capital lease obligation and revolving credit agreement(194.5) (523.3) (140.3)
Payments on long-term debt, revolving credit facility, and capital lease obligations(372.4) (656.6) (417.3)
Purchase of treasury stock(122.0) (165.9) (64.2)(106.9) (12.3) (117.5)
Other, net5.3
 (0.6) 0.9
(4.9) (18.2) (4.3)
Net cash provided by (used in) financing activities$61.4
 $(84.2) $(111.1)
Net cash (used in) provided by financing activities$(208.5) $380.8
 $(7.3)
For the fiscal year 2014,2017, cash provided byused in financing activities reflected net borrowingspayments of $104.4$135.6 million on long-term debt, revolving credit facility, and proceeds from exercises of employee stock options of $73.7 million, partially offset bycapital lease obligations; and treasury stock purchases of $122.0$106.9 million made pursuant to our authorized stock repurchase program. Forprogram and the fiscal year 2013, cash usednetting of common stock upon vesting of stock-based awards in financing activities reflected net debt repayments of $11.5 million and treasury stock purchases of $165.9 million,order to satisfy individual statutory tax withholding requirements; partially offset by proceeds from exercises of employee stock options of $93.8$38.9 million. For the fiscal year 2012,2016, cash used inprovided by financing activities reflected net debt repaymentsborrowings of $66.2$388.0 million and treasury stock purchases of $64.2 million, partially offset by proceeds from exercises of employee stock options of $18.4 million.

$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 statutory tax withholding requirements and other activity. For fiscal year 2015, cash used in financing activities reflected treasury stock purchases of $117.5 million made pursuant to our authorized stock repurchase program; partially offset by net borrowings of $75.2 million; proceeds from exercises of employee stock options of $39.3 million, and other activity.
Contractual Commitments and Obligations

Minimum future payments of our contractual obligations atas of December 27, 201430, 2017 are as follows:
 Payments Due by Period
 Total Less than
1 Year
 1 - 3 Years 3 - 5 Years After
5 Years
 (in millions)
Notes payable (1)
$753.8
 $31.7
 $115.5
 $606.6
 $
Operating leases (2)
44.9
 12.1
 17.2
 7.8
 7.8
Build-to-suit leases (3)
68.6
 2.0
 5.4
 5.4
 55.8
Capital leases1.0
 0.2
 0.8
 
 
Pension and supplemental retirement benefits (4)
128.8
 7.5
 27.9
 25.0
 68.4
Redeemable noncontrolling interest (5)
28.4
 
 28.4
 
 
Commitment to limited partnership investments accounted for under the equity method (6)
45.4
 45.4
 
 
 
Contingent consideration (7)
10.5
 6.7
 3.8
 
 
Total contractual cash obligations$1,081.4
 $105.6
 $199.0
 $644.8
 $132.0

 Payments Due by Period
 Total Less than
1 Year
 1 - 3 Years 3 - 5 Years More Than
5 Years
 (in millions)
Notes payable (1)
$1,102.4
 $28.5
 $134.1
 $939.8
 $
Operating leases (2)
144.1
 25.4
 43.9
 29.7
 45.1
Capital leases43.2
 3.6
 6.2
 5.1
 28.3
Redeemable noncontrolling interest (3)
15.8
 
 15.8
 
 
Venture capital investment commitments (4)
37.0
 26.8
 10.2
 

 
Contingent payments (5)
26.5
 3.0
 23.5
 
 
Unconditional purchase obligations (6)
90.3
 70.5
 11.5
 8.3
 
Total contractual cash obligations$1,459.3
 $157.8
 $245.2
 $982.9
 $73.4
(1)
Notes payable includes the principal payments on our debt.
(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)
In the fiscal year 2014, we acquired a build-to-suit lease as part of our 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, we are considered the owner of this property during the construction period. Accordingly, we recorded an asset and a corresponding financing obligation on our consolidated balance sheet for the amount of costs incurred related to the construction for this building. The construction is expected to be completed in the first half of the fiscal year 2015. Upon completion of the building, we will assess and determine if the assets and corresponding liability should be derecognized. As of December 27, 2014, the amount recorded within our consolidated balance sheet as property, plant and equipment and financing obligation totaled $23.1 million. The amounts in the above table represent future minimum rental commitments.
(4)We maintain defined benefit pension plans and other postretirement benefit plans as discussed in Note 10, "Employee Benefit Plans" included in this report. In the above table we have included the discounted estimated benefit payments we

40



expect to make to fund our pension and other postretirement benefit plans. We note that actual payments to the pension and other postretirement benefit plans are dependent on a number of factors that may change in future years; such as expected retirement age, rate of compensation increases, medical trend rates, mortality assumptions, etc.  Our funding for pension plans is consistent with applicable laws and regulations.
(5)The estimated cash obligation for redeemable noncontrolling interest which is exercisable by the non-controlling interest holders in 2016 at fair value, is based on the estimated fair valueamount that would be paid if settlement occurred as of the interestbalance sheet date based on the contractually defined redemption value as of December 27, 2014.30, 2017.
(6)
(4)
The timing of the remaining capital commitment payments to limited partnership investmentsventure capital funds is subject to the procedures of the general partnerlimited liability partnerships and is therefore estimated by management.limited liability companies; the above table reflects the earliest possible date the payment can be required under the relevant agreements.
(7)
(5)
In connection with our purchase of Argentacertain business and BioFocus, VivoPath and ChanTest,asset acquisitions, we agreed to make additional payments of upaggregating to $10.5$26.5 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 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 27, 2014,30, 2017, we have $34.6had $24.7 million of liabilities associated with uncertain tax positions.

Additionally, we excluded federal and state income tax liabilities of $73.5 million, which is net of a federal benefit of state income tax, from our summary of contractual obligations presented above, relating to the one-time transition tax on unrepatriated earnings under U.S. Tax Reform, of which $12.9 million is expected to be paid within one year. The transition tax will be paid over an eight-year period starting in 2018 and will not accrue interest.
Off-Balance Sheet Arrangements
We doAs of December 30, 2017, we did not have any relationships with entities often referred to as structured finance or special purpose entities which would have been established for the purpose of facilitatingsignificant off-balance sheet arrangements, including "off-balance sheet arrangements" as describeddefined in Item 303(a)(4)(ii) of SEC Regulation S-K promulgated under the Exchange Act, except as disclosed below.
MPI Research
On February 12, 2018, we entered into a definitive agreement to acquire MPI Research. In the event the agreement is terminated under specified circumstances, we may be required to pay a termination fee of $48 million, increasing to $56 million based on other specific circumstances. Refer to Item 303. As such,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 the funds as of December 30, 2017 was $88.2 million, of which we are not exposedfunded $51.2 million through December 30, 2017. Refer to any financing, liquidity, market orNote 4, “Venture Capital Investments and Marketable Securities,” to our consolidated financial statements contained in Item 8, “Financial Statements and 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 risk that could arise if we had engaged in such relationships.as of December 30, 2017 were $4.9 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 27, 2014,30, 2017, 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 $9.3$11.0 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 Japanese Yen. During fiscal year 2017, the most significant drivers of foreign currency translation adjustment the Company recorded as part of other comprehensive income (loss) were the Euro, British Pound, Canadian Dollar, Chinese Yuan Renminbi, and Japanese Yen.
Fluctuations in the foreign currency exchange rates of the countries in which we do business will affect our operatingfinancial position, results often in ways that are difficult to predict. In particular, asof operations, and cash flows. As the U.S. dollar strengthens against other currencies, 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. expenseexpenses, 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, expenses, assets, liabilities, and expensescash flows will generally increase when reported in U.S. dollars.

For fiscal year 2017, our revenue would have increased by approximately $72.0 million and our operating income would have increased by approximately $5.2 million, if the U.S. dollar exchange rate had 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 2014,fiscal year 2017, we utilized foreign exchange contracts, principally to hedge certain balance sheet exposures resulting from currency fluctuations. No foreign currency contracts were open atas of December 27, 2014.30, 2017.

41





Item 8.    Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements:
Consolidated Statements of Income for the fiscal years ended December 27, 2014, December 28, 20132017, 2016 and December 29, 2012
2015
Consolidated Statements of Comprehensive Income for the fiscal years ended December 27, 2014, December 28, 20132017, 2016 and December 29, 20122015
Consolidated Balance Sheets as of December 27, 201430, 2017 and December 28, 201331, 2016
Consolidated Statements of Cash Flows for the fiscal years ended December 27, 2014, December 28, 20132017, 2016 and December 29, 20122015
Consolidated Statements of Changes in Equity for the fiscal years ended December 27, 2014, December 28, 20132017, 2016 and December 29, 20122015

42




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Charles River Laboratories International, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting
In our opinion,We have audited the accompanying consolidated balance sheets of Charles River Laboratories International, Inc. and its subsidiaries as of December 30, 2017 and December 31, 2016, 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 30, 2017, 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 30, 2017, 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 subsidiariesatthe Company as of December 27, 201430, 2017 and December 28, 2013,31, 2016, and the results of theirits operations and theirits cash flows for each of the three years in the period endedDecember 27, 201430, 2017 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 27, 2014,30, 2017, 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 AnnualManagement’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 integratedaudits. 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 Brains On-Line from its assessment of internal control over financial reporting as of December 30, 2017 because it was acquired by the Company in a purchase business combination during 2017. We have also excluded Brains On-Line from our audit of internal control over financial reporting. Brains On-Line is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting each represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 30, 2017.
Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’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'scompany’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'scompany’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.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
February 17, 201513, 2018

We have served as the Company’s auditor since 1999.
43





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

Fiscal Year EndedFiscal Year
December 27,
2014
 December 28,
2013
 December 29,
2012
2017 2016 2015
Service revenue$797,765
 $689,166
 $661,586
$1,298,298
 $1,130,733
 $858,244
Product revenue499,897
 476,362
 467,944
559,303
 550,699
 505,058
Total revenue1,297,662
 1,165,528
 1,129,530
1,857,601
 1,681,432
 1,363,302
Costs and expenses:          
Cost of services provided558,578
 497,876
 479,742
Cost of products sold266,424
 272,750
 257,707
Cost of services provided (excluding amortization of intangible assets)865,618
 757,732
 568,227
Cost of products sold (excluding amortization of intangible assets)289,669
 277,034
 263,983
Selling, general and administrative269,033
 225,695
 208,248
373,446
 367,548
 300,414
Amortization of intangible assets25,957
 17,806
 18,068
41,370
 41,699
 24,229
Operating income177,670
 151,401
 165,765
287,498
 237,419
 206,449
Other income (expense):          
Interest income1,154
 730
 589
690
 1,314
 1,043
Interest expense(11,950) (20,969) (33,342)(29,777) (27,709) (15,072)
Other income (expense), net10,721
 7,165
 (3,266)
Other income, net38,544
 11,897
 3,008
Income from continuing operations, before income taxes177,595
 138,327
 129,746
296,955
 222,921
 195,428
Provision for income taxes47,671
 32,911
 27,628
171,369
 66,835
 43,391
Income from continuing operations, net of income taxes129,924
 105,416
 102,118
125,586
 156,086
 152,037
Loss from discontinued operations, net of income taxes(1,726) (1,265) (4,252)
Income (loss) from discontinued operations, net of income taxes(137) 280
 (950)
Net income128,198
 104,151
 97,866
125,449
 156,366
 151,087
Less: Net income attributable to noncontrolling interests(1,500) (1,323) (571)2,094
 1,601
 1,774
Net income attributable to common shareholders$126,698
 $102,828
 $97,295
$123,355
 $154,765
 $149,313
Earnings (loss) per common share          
Basic:          
Continuing operations attributable to common shareholders$2.76
 $2.18
 $2.12
$2.60
 $3.28
 $3.23
Discontinued operations$(0.04) $(0.03) $(0.09)$
 $0.01
 $(0.02)
Net income attributable to common shareholders$2.72
 $2.15
 $2.03
$2.60
 $3.29
 $3.21
Diluted:          
Continuing operations attributable to common shareholders$2.70
 $2.15
 $2.10
$2.54
 $3.22
 $3.15
Discontinued operations$(0.04) $(0.03) $(0.09)$
 $0.01
 $(0.02)
Net income attributable to common shareholders$2.66
 $2.12
 $2.01
$2.54
 $3.23
 $3.13
     
     
     
     
     
     
     
     
     
     
     
     
     
     
See Notes to Consolidated Financial Statements.See Notes to Consolidated Financial Statements.









See Notes to Consolidated Financial Statements.

44



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012
Net income$128,198
 $104,151
 $97,866
Foreign currency translation adjustment(48,955) (15,322) 5,318
Unrealized gains on marketable securities
 
 921
Defined benefit plan (losses) gains and prior service costs not yet recognized as components of net periodic pension cost (Note 10):     
Prior service cost and (losses) gains for the period(42,236) 19,293
 (8,634)
Amortization of prior service costs and net gains and losses1,234
 3,017
 2,772
Comprehensive income, before income taxes38,241
 111,139
 98,243
Income tax expense (benefit) related to items of other comprehensive income (Note 8)(9,897) 7,805
 (1,677)
Comprehensive income, net of income taxes48,138
 103,334
 99,920
Less: Comprehensive income related to noncontrolling interests1,044
 1,752
 615
Comprehensive income attributable to common shareholders$47,094
 $101,582
 $99,305
 Fiscal Year
 2017 2016 2015
Net income$125,449
 $156,366
 $151,087
Other comprehensive income (loss):     
Foreign currency translation adjustment and other78,084
 (73,243) (61,982)
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 period36,593
 (60,678) (302)
Amortization of net loss and prior service benefit included in net periodic pension cost3,344
 1,711
 2,617
Comprehensive income, before income taxes243,470
 24,156
 89,079
Income tax expense (benefit) related to items of other comprehensive income
(Note 8)
7,954
 (12,369) 530
Comprehensive income, net of income taxes235,516
 36,525
 88,549
Less: Comprehensive income (loss) related to noncontrolling interest, net of income taxes3,128
 (24) 537
Comprehensive income attributable to common shareholders, net of income taxes$232,388
 $36,549
 $88,012
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
See Notes to Consolidated Financial Statements.




















See Notes to Consolidated Financial Statements.

45



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

December 27,
2014
 December 28,
2013
December 30, 2017 December 31, 2016
Assets      
Current assets:      
Cash and cash equivalents$160,023
 $155,927
$163,794
 $117,626
Trade receivables, net257,991
 220,630
430,016
 364,050
Inventories89,043
 89,396
114,956
 95,833
Prepaid assets36,544
 34,315
Other current assets99,841
 86,597
81,315
 45,008
Total current assets606,898
 552,550
826,625
 656,832
Property, plant and equipment, net676,797
 676,182
781,973
 755,827
Goodwill321,077
 230,701
804,906
 787,517
Client relationships, net301,891
 320,157
Other intangible assets, net178,875
 84,537
67,871
 74,291
Deferred tax asset23,193
 26,822
Deferred tax assets22,654
 28,746
Other assets78,352
 61,964
124,002
 88,430
Total assets$1,885,192
 $1,632,756
$2,929,922
 $2,711,800
Liabilities and Equity   
Liabilities, Redeemable Noncontrolling Interest and Equity   
Current liabilities:      
Current portion of long-term debt and capital leases$31,904
 $21,437
$30,998
 $27,313
Accounts payable33,815
 31,770
77,838
 68,485
Accrued compensation71,569
 58,461
101,044
 93,471
Deferred revenue78,124
 54,177
117,569
 127,731
Accrued liabilities67,380
 56,712
89,780
 84,470
Other current liabilities11,079
 22,546
44,460
 26,500
Current liabilities of discontinued operations2,299
 1,931
1,815
 1,623
Total current liabilities296,170
 247,034
463,504
 429,593
Long-term debt and capital leases745,958
 642,352
Long-term debt, net and capital leases1,114,105
 1,207,696
Deferred tax liabilities89,540
 55,717
Other long-term liabilities130,361
 70,632
194,815
 159,239
Long-term liabilities of discontinued operations8,357
 8,080
3,942
 5,771
Total liabilities1,180,846
 968,098
1,865,906
 1,858,016
Commitments and contingencies (Notes 2, 7, 9 and 12)
 
Commitments and contingencies (Notes 2, 7, 9, 10, and 13)
 
Redeemable noncontrolling interest28,419
 20,581
16,609
 14,659
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; 84,503 shares issued and 47,327 shares outstanding at December 27, 2014 and 82,523 shares issued and 47,554 shares outstanding at December 28, 2013845
 825
Common stock, $0.01 par value; 120,000 shares authorized; 87,495 shares issued and 47,402 shares outstanding as of December 30, 2017 and 86,301 shares issued and 47,363 shares outstanding as of December 31, 2016875
 863
Additional paid-in capital2,307,640
 2,206,155
2,560,192
 2,477,371
Accumulated deficit(138,775) (265,473)
Treasury stock, at cost, 37,176 shares and 34,969 shares at December 27, 2014 and December 28, 2013, respectively(1,423,260) (1,305,880)
Accumulated other comprehensive income (loss)(74,247) 5,357
Retained earnings288,658
 165,303
Treasury stock, at cost, 40,093 shares and 38,938 shares as of December 30, 2017 and December 31, 2016, respectively(1,659,914) (1,553,005)
Accumulated other comprehensive loss(144,731) (253,764)
Total equity attributable to common shareholders672,203
 640,984
1,045,080
 836,768
Noncontrolling interests3,724
 3,093
Total equity and redeemable noncontrolling interest704,346
 664,658
Total liabilities, equity and redeemable noncontrolling interest$1,885,192
 $1,632,756
Noncontrolling interest2,327
 2,357
Total equity1,047,407
 839,125
Total liabilities, redeemable noncontrolling interest and equity$2,929,922
 $2,711,800
See Notes to Consolidated Financial Statements.See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

46



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Fiscal Year EndedFiscal Year
December 27,
2014
 December 28,
2013
 December 29,
2012
2017 2016 2015
Cash flows relating to operating activities          
Net income$128,198
 $104,151
 $97,866
$125,449
 $156,366
 $151,087
Less: Loss from discontinued operations(1,726) (1,265) (4,252)
Income from continuing operations129,924
 105,416
 102,118
Less: Income (loss) from discontinued operations, net of income taxes(137) 280
 (950)
Income from continuing operations, net of income taxes125,586
 156,086
 152,037
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:     Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization96,445
 96,636
 81,275
131,159
 126,658
 94,881
Amortization of debt issuance costs and discounts1,725
 9,561
 17,622
Impairment charges582
 4,202
 3,548
Stock-based compensation31,035
 24,542
 21,855
44,003
 43,642
 40,122
Deferred income taxes7,060
 (846) 1,311
28,254
 1,945
 2,689
(Gain) loss on investments in limited partnerships(9,301) (5,864) 618
Gain on venture capital investments(22,867) (10,284) (3,823)
Gain on divestiture(10,577) 
 
Impairment charges17,239
 6,717
 196
(Gain) loss on bargain purchase(277) 16
 (9,837)
Other, net(1,564) 755
 5,519
(389) 5,613
 2,352
Changes in assets and liabilities:          
Trade receivables(28,088) (19,492) (16,266)
Trade receivables, net(48,279) (52,780) (16,963)
Inventories(2,956) (1,571) 785
(17,838) (4,021) 3,364
Other assets(5,145) 2,421
 (117)
Accounts payable4,599
 (7,080) (3,257)34
 22,076
 1,174
Accrued compensation13,631
 11,926
 4,612
3,666
 9,298
 8,414
Deferred revenue22,244
 (3,297) (915)
Accrued liabilities8,284
 759
 (7,050)
Taxes payable and prepaid taxes(7,090) (3,054) 2,331
Other liabilities(9,253) (5,969) (5,983)
Long-term payable on Transition Tax (Notes 3 and 9)61,038
 
 
Other assets and liabilities, net7,322
 11,933
 32,227
Net cash provided by operating activities252,132
 209,045
 208,006
318,074
 316,899
 306,833
Cash flows relating to investing activities          
Acquisition of businesses and assets, net of cash acquired(234,267) (29,218) (16,861)(25,012) (648,482) (247,651)
Capital expenditures(56,925) (39,154) (47,534)(82,431) (55,288) (63,252)
Purchases of investments(26,648) (17,566) (18,537)
Proceeds from sale of investments and distributions from investments in limited partnerships21,000
 11,584
 25,156
Purchases of investments and contributions to venture capital investments(46,217) (40,248) (34,235)
Proceeds from sale of investments9,128
 47,652
 19,743
Proceeds from divestiture72,462
 
 
Other, net(1,150) 307
 2,786
(516) 3,694
 (2,221)
Net cash used in investing activities(297,990) (74,047) (54,990)(72,586) (692,672) (327,616)
Cash flows relating to financing activities          
Proceeds from long-term debt and revolving credit agreement298,920
 511,804
 74,116
Proceeds from long-term debt and revolving credit facility236,856
 1,044,666
 492,514
Proceeds from exercises of stock options73,688
 93,789
 18,359
38,870
 23,197
 39,367
Payments on long-term debt, capital lease obligations and revolving credit agreement(194,536) (523,304) (140,347)
Payments on long-term debt, revolving credit facility, and capital lease obligations(372,435) (656,636) (417,331)
Purchase of treasury stock(122,018) (165,932) (64,189)(106,909) (12,267) (117,478)
Other, net5,360
 (594) 940
(4,858) (18,204) (4,330)
Net cash provided by (used in) financing activities61,414
 (84,237) (111,121)
Net cash (used in) provided by financing activities(208,476) 380,756
 (7,258)
Discontinued operations          
Net cash used in operating activities from discontinued operations(1,081) (1,906) (106)(1,809) (2,056) (1,876)
Effect of exchange rate changes on cash and cash equivalents(10,379) (2,613) (1,009)
Net change in cash and cash equivalents4,096
 46,242
 40,780
Cash and cash equivalents, beginning of period155,927
 109,685
 68,905
Cash and cash equivalents, end of period$160,023
 $155,927
 $109,685
Effect of exchange rate changes on cash, cash equivalents, and restricted cash11,234
 (2,996) (12,695)
Net change in cash, cash equivalents, and restricted cash46,437
 (69) (42,612)
Cash, cash equivalents, and restricted cash, beginning of period119,894
 119,963
 162,575
Cash, cash equivalents, and restricted cash, end of period$166,331
 $119,894
 $119,963
     
     
See Notes to Consolidated Financial Statements.See Notes to Consolidated Financial Statements.


See Notes to Consolidated Financial Statements.

47



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)

 Fiscal Year Ended
 December 27,
2014
 December 28,
2013
 December 29,
2012
Supplemental cash flow information:     
Cash paid for income taxes$29,704
 $19,139
 $17,032
Cash paid for interest$10,199
 $12,029
 $15,145
Non-cash investing and financing activities:     
Capitalized interest$1,032
 $243
 $467
Additions to property, plant and equipment, net$4,355
 6,960
 2,778
Assets acquired under capital lease$18,690
 

69



 Fiscal Year
 2017 2016 2015
Supplemental cash flow information:     
Cash and cash equivalents$163,794
 $117,626
 $117,947
Restricted cash included in Other current assets592
 532
 271
Restricted cash included in Other assets1,945
 1,736
 1,745
Cash, cash equivalents, and restricted cash, end of period$166,331
 $119,894
 $119,963
      
Cash paid for income taxes$60,377
 $42,868
 $24,436
Cash paid for interest$27,417
 $22,756
 $11,101
Non-cash investing and financing activities:     
Capitalized interest$36
 $4
 $424
Additions to property, plant and equipment, net$38,199
 $5,333
 $6,720
Assets acquired under capital lease$722
 $1,335

$10,281
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
See Notes to Consolidated Financial Statements.





































See Notes to Consolidated Financial Statements.

48



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands)


Redeemable
Noncontrolling
Interest
 Common Stock 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 Accumulated
Other
Comprehensive
Income (Loss)
 Treasury Stock 
Total Equity
Attributable
to Common
Shareholders
 
Noncontrolling
Interest
 
Total
Equity
Common stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) 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 31, 2011$
  78,474
 $785
 $2,056,921
 $(465,596) $4,593
 29,598
 $(1,071,120) $525,583
 $1,780
 $527,363
Components of comprehensive income, net of income taxes:                      
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
  
 
 
 97,295
 
 
 
 97,295
 571
 97,866

 
 
 149,313
 
 
 
 149,313
 936
 150,249
Other comprehensive income
  
 
 
 
 2,010
 
 
 2,010
 44
 2,054
Total comprehensive income
  

 

 

 

 

 

 
 99,305
 615
 99,920
Tax benefit associated with stock issued under employee compensation plans
  
 
 125
 
 
 
 
 125
 
 125
Issuance of stock under employee compensation plans
  1,134
 11
 18,415
 
 
 
 
 18,426
 
 18,426
Acquisition of treasury shares
  
 
 
 
 
 1,790
 (64,489) (64,489) 
 (64,489)
Stock-based compensation
  
 
 21,855
 
 
 
 
 21,855
 
 21,855
December 29, 2012
  79,608
 796
 2,097,316
 (368,301) 6,603
 31,388
 (1,135,609) 600,805
 2,395
 603,200
Components of comprehensive income, net of income taxes:                      
Net income687
  
 
 
 102,828
 
 
 
 102,828
 636
 103,464
Other comprehensive income (loss)367
  
 
 
 
 (1,246) 
 
 (1,246) 62
 (1,184)
Total comprehensive income1,054
  

 

 

 

 

 

 
 101,582
 698
 102,280
Redeemable noncontrolling interest acquired in business acquisition8,963
  
 
 
 
 
 
 
 
 
 
Other comprehensive loss
 
 
 
 (61,301) 
 
 (61,301) (171) (61,472)
Adjustment of redeemable noncontrolling interest to fair value10,564
  
 
 (10,564) 
 
 
 
 (10,564) 
 (10,564)
 
 183
 
 
 
 
 183
 
 183
Tax benefit associated with stock issued under employee compensation plans
  
 
 1,069
 
 
 
 
 1,069
 
 1,069

 
 10,608
 
 
 
 
 10,608
 
 10,608
Issuance of stock under employee compensation plans
  2,915
 29
 93,792
 
 
 
 
 93,821
 
 93,821
961
 10
 39,407
 
 
 
 
 39,417
 
 39,417
Acquisition of treasury shares
  
 
 
 
 
 3,581
 (170,271) (170,271) 
 (170,271)
 
 
 
 
 1,590
 (117,478) (117,478) 
 (117,478)
Stock-based compensation
  
 
 24,542
 
 
 
 
 24,542
 
 24,542

 
 40,122
 
 
 
 
 40,122
 
 40,122
December 28, 201320,581
  82,523
 825
 2,206,155
 (265,473) 5,357
 34,969
 (1,305,880) 640,984
 3,093
 644,077
Components of comprehensive income, net of income taxes:                      
December 26, 201585,464
 855
 2,397,960
 10,538
 (135,548) 38,766
 (1,540,738) 733,067
 4,489
 737,556
Net income855
  
 
 
 126,698
 
 
 
 126,698
 645
 127,343

 
 
 154,765
 
 
 
 154,765
 924
 155,689
Other comprehensive loss(442)  
 
 
 
 (79,604) 
 
 (79,604) (14) (79,618)
 
 
 
 (118,216) 
 
 (118,216) (154) (118,370)
Total comprehensive income413
  

 

 

 

 

 

 
 47,094
 631
 47,725
Dividends declared to noncontrolling interest
 
 
 
 
 
 
 
 (2,902) (2,902)
Adjustment of redeemable noncontrolling interest to fair value7,425
  
 
 (7,425) 
 
 
 
 (7,425) 
 (7,425)
 
 1,690
 
 
 
 
 1,690
 
 1,690
Purchase of additional equity in redeemable noncontrolling interest
 
 1,593
 
 
 
 
 1,593
 
 1,593
Tax benefit associated with stock issued under employee compensation plans
  
 
 4,301
 
 
 
 
 4,301
 
 4,301

 
 9,274
 
 
 
 
 9,274
 
 9,274
Issuance of stock under employee compensation plans
  1,980
 20
 73,574
 
 
 
 
 73,594
 
 73,594
837
 8
 23,212
 
 
 
 
 23,220
 
 23,220
Acquisition of treasury shares
  
 
 
 
 
 2,207
 (117,380) (117,380) 
 (117,380)
 
 
 
 
 172
 (12,267) (12,267) 
 (12,267)
Stock-based compensation
  
 
 31,035
 
 
 
 
 31,035
 
 31,035

 
 43,642
 
 
 
 
 43,642
 
 43,642
December 27, 2014$28,419
  84,503
 $845
 $2,307,640
 $(138,775) $(74,247) 37,176
 $(1,423,260) $672,203
 $3,724
 $675,927
December 31, 201686,301
 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
                   
                   
                   
                   
See Notes to Consolidated Financial Statements.See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.

49



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, that are ableenable the Company to support its clients from target identification through preclinicalnon-clinical development. The Company also provides a suite of products and services to support its clients’ manufacturing activities.

Principles of Consolidation
The Company'sCompany’s consolidated financial statements reflect its financial statements and those of its wholly-owned and majority-owned subsidiaries.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'sCompany’s fiscal year is the twelve-month periodtypically 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 December.

the fourth quarter of fiscal year 2016, which is occasionally necessary to align with a December 31 calendar year-end.
Reclassifications
Certain reclassifications have been made toin the consolidated statements of cash flows 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
During the quarter ended June 28, 2014, following its acquisition of the CRO services division of Galapagos N.V. (Argenta and BioFocus), the Company revised its reportable segments to ensure alignment with the Company's view of the business. The Company reviewed the new and existing markets addressed by the business, the recently revised go-to-market strategy, long-term operating margins, and the discrete financial information available toreports its Chief Operating Decision Maker, and considered how its businesses aggregate based on these qualitative and quantitative factors. Based on this review, the Company identifiedresults in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). The Company reportedCompany’s RMS reportable segment results on this basis forincludes the current period and retrospectively for all comparable prior periods.

The revised reportable segments are as follows:
Research Models and ServicesDiscovery and Safety AssessmentManufacturing Support
Research Models
Discovery Services (2)
Endotoxin and Microbial Detection (EMD)
Research Model Services (1)
Safety AssessmentAvian Vaccine Services
Biologics Testing Solutions
(1) 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).
(2) Discovery Services includes both the In Vivo Discovery business, and the Early Discovery business. Early Discovery includes Argenta and BioFocus, which were acquired in April 2014, and ChanTest Corporation (ChanTest), which was acquired 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 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 October 2014.

Prior to recasting the reportable segments, the businesses were reported in two segments as follows:
Research Models and ServicesPreclinical Services
Research Models (3)
Discovery Services
Research Model Services (4)
Safety Assessment
Endotoxin and Microbial DetectionBiologics Testing Solutions
(3)vitro Research Models included(non-animal) lot-release testing products, microbial detection products, and species identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; Avian Vaccine Services.

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(4) Research Model Services included GEMS, RADS, IS(Avian), which supplies specific-pathogen-free chicken eggs and Discovery Research Services. As part ofchickens; and contract development and manufacturing (CDMO) services, which, until the segment revisions, the former Discovery Research Services was folded into the Company’s Discovery ServicesCompany divested this business previously located under the Preclinical Services segment.on February 10, 2017, allowed it to provide formulation design and development, manufacturing, and analytical and stability testing for small molecules.

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
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Cash equivalents include money market funds, and 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 gains and losses on marketable securities are included in other income, 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 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'sCompany’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 any period presented.

the periods ended December 30, 2017 and December 31, 2016.
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 detailedcertain 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 quoted 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, or 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:
Cash equivalents-equivalents - Valued at quoted market prices determined through third partythird-party pricing services.services;
Mutual funds - Valued at the unadjusted quoted net asset value of shares held by the Company;
Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates;
Life insurance policies-policies - Valued at cash surrender value based on the fair value of underlying investments.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;
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Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes; and

Redeemable noncontrolling interest-interest - Valued primarily using the income approach based on estimated future cash flows of the underlying business based on the Company's projected financial data discounted by a weighted average cost of capital.
Contingent consideration- Valued based on a probability-weighting of the future cash flows associated with the potential outcomes.

Inventories
Inventories are stated at the lower of cost or market.net realizable value. Cost is determined on the average cost method for the small model business and first-in-first-out for the Company'sCompany’s large model and EMDMicrobial Solutions businesses. 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 follows:

follow:
 Estimated
useful livesUseful Lives
 (in years)
LandIndefinite
Buildings20 - 40
Machinery and equipment3 - 20
Furniture and fixtures5 - 10
Computer hardware and software3 - 8
Vehicles3 - 5
Leasehold improvementsLesser of useful life or lease term

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.
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 CombinationsAcquisitions
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
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acquired in a business combination on detailed valuations that use information and assumptions determined by management and which consider management'smanagement’s best estimates of inputs and assumptions that a market participant would use.


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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 within ourin 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 changedchanges 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, "Fair Value," in the accompanying notes to consolidated financial statements for additional information.

“Fair Value.”
Goodwill and Indefinite-Lived 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 including property, plant and equipment and definite-lived intangible assets 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.

Long-lived assets to be disposed of are carried at fair value less costs to sell.

Limited PartnershipsVenture Capital Investments
The Company invests in several venture capital limited partnershipsfunds that invest in start-up companies, primarily in the life sciences industry. OurThe Company’s ownership interest in these limited partnershipsfunds ranges from 3.8%0.6% to 12.0%. As of December 27, 2014, the total commitment to these entities was $65.0 million, of which $19.6 million has been funded. Due to the percentage of ownership, theThe Company accounts for suchthe investments in limited partnerships (LPs), which are variable interest entities, under the equity or cost method of accounting. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LPs’ economic
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performance. The Company accounts for the investments in limited liability companies, which are not variable interest entities, under the equity method of accounting.
Under the equity method of accounting, whereby itsthe Company’s portion of the investment gains and losses, as reported in the fund'sfund’s financial statements on a quarterly lag each reporting period, is recorded in other income, net. In addition, the Company adjusts the carrying value of these investments to reflect its estimate of changes to fair value since the fund'sfund’s financial statements are based on information from the fund'sfund’s management team, market prices of known public holdings of the fund and other information. During
Under the fiscal years 2014, 2013cost method of accounting, the Company’s investment is initially measured at cost, with distributions recognized in other income, net. Distributions received in excess of earnings subsequent to the date of investment are considered a return of investment and 2012,are recorded as reductions of cost of the Company recognized gains (losses) related to these investments of $9.3 million, $5.9 million, $(0.6) million, respectively.investment. The Company received distributionsreviews 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 $7.4 million in 2014. No distributions were madethe investment is written down to the Company in 2013 or 2012.fair value.


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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. At The Company held 43 contracts at both December 27, 201430, 2017 and December 28, 2013, the Company held 40 and 30 contracts, respectively,31, 2016, with a face value of $68.2$66.4 million and $67.5$61.4 million, respectively.

Restructuring and Contract Termination Costs
The Company makes estimates and judgments regarding the amount and timing of our restructuring expense and liability, including current and future period termination benefits, lease termination costs, and other exit costs to be incurred when related actions take place. The Company also assesses the recoverability of certain long-lived assets employed in the business and, in certain instances, shortens the expected useful life of the assets based on changes in their expected use. When the Company determines that the useful lives of assets are shorter than we had originally estimated, it records additional depreciation to reflect the assets’ new shorter useful lives. Severance and other related costs and asset-related charges are reflected within the Company’s consolidated statement of income as a component of cost of revenue or selling, general and administrative expenses.

Stock-Based Compensation
The Company grants stock options, restricted stock, restricted stock units (RSUs), and performance share units (PSUs) to employees and stock options, and restricted stock, and RSUs 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, over the requisite service period. In connection with the adoption of Accounting Standard Update (ASU 2016-09), “Improvements to Employee Share-Based Payment Accounting” (see further discussion in Newly Adopted Accounting Pronouncements), beginning in fiscal 2017, the Company elected to change its accounting policy to account for forfeitures when they occur on a modified retrospective basis, which resulted in an immaterial impact to the Company’s consolidated financial statements and related disclosures.
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, where a portion of the award continues to vest after the employee’s 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 milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date.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'sCompany’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
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, the price to the customer is fixed or determinable, and collectibilitycollectability 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 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 completed 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
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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 agreed 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

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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 revenue 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 30, 2017, 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.
Advertising Costs
Advertising costs are expensed as incurred. For the fiscal years 2014, 20132017, 2016 and 2012,2015, advertising costs totaled $1.3$1.6 million, $1.1$1.4 million and $0.9$1.2 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 expected to be 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.

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
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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.

Foreign Currency Contracts
Foreign currency contracts are recorded at fair value in the Company’s consolidated balance sheets and are not designated as hedging instruments. Any gains or losses on such contracts are immediately recognized in other income, net.
Translation of Foreign Currencies
The functional currency for each foreign subsidiary is their local currency. For the Company’s non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange atas 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 ourthe 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, a separate component of equity.

Pension and Other RetireePost-Retirement Benefit Plans
The Company recognizes the funded status of its defined benefit pension and other postretirementpost-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 the date 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, discount rate, and expected future rate of compensation increases. In addition, the Company's actuaries utilize other assumptions such as withdrawal and mortality rates.rates, expected rate of increase in employee compensation levels and a discount rate. Assumptions are determined based on the Company'sCompany’s data and appropriate market indicators, and evaluated each year as of the plan'splan’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.

55In fiscal year 2017, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.) 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. 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.


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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. In the fiscal year 2014, the Company selected the discount rate based on a cash-flow matching analysis using Towers Watson’s proprietary Bond:Link tool.  Prior to the fiscal year 2014, the Company employed a cash-flow matching methodology, which used the spot yield curve underlying the Citigroup Index. The refined estimation technique permits the Company to more closely match cash flows to the expected payments to participants than would be possible with the previously used yield curve model. This refinement reduced the Company's benefit obligations as of December 27, 2014 by $5.5 million.
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.
In the fiscal year 2014, for the U.S. plans, the Company adopted new mortality tables (RP-2014) and a new mortality improvement scale (MP-2014), which increased the Company’s benefit obligations by $6.0 million as of December 27, 2014. The Company previously used the RP-2000 mortality tables with mortality improvements projected using Scale AA to 2021 for annuitants and to 2029 for non-annuitants. In addition, for the U.K. plans, the mortality table was updated to S2 Series (SAPS) using the CMI 2013 core projection with a 1.25% per annum long-term mortality improvement. This update increased the Company’s benefit obligations by $1.9 million as of December 27, 2014. Prior to the fiscal year 2014, the Company used the S1 Series (SAPS) mortality table and the CMI 2009 core projection with a 1.25% per annum long-term improvement. The new mortality information reflects improved life expectancies and an expectation that the trend will continue.
Earnings Per Share
Basic earnings per share are 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 antidilutiveanti-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.
NewNewly Adopted Accounting Pronouncements
In July 2013,November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Losses Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.2016-18, “Restricted Cash.” The ASU requires an entitystandard addresses the classification and presentation of restricted cash and restricted cash equivalents within the statement of cash flows. The Company elected to present an unrecognized tax benefitearly adopt this standard in fiscal year 2017 and applied the changes retrospectively to all prior periods presented in its consolidated statements of cash flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company historically excluded restricted cash balances, recorded in current and long-term other assets, from cash and cash equivalents within the consolidated statements of cash flows, reflecting transfers between cash, cash equivalents, and restricted cash as a reductioncash flow classified within cash flows relating to operating activities. As a result of the deferredadoption of this standard, the Company combined restricted cash balances of $2.3 million, $2.0 million, and $2.6 million as of December 31, 2016, December 26, 2015, and December 27, 2014, respectively, with cash and cash equivalents when reconciling the beginning and ending balances within the consolidated statements of cash flows for the fiscal years ended December 31, 2016 and December 26, 2015.
In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses the classification of certain transactions within the statement of cash flows, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investments. The Company elected to early adopt this standard in fiscal year 2017 and applied the changes retrospectively to all prior periods presented within its consolidated statements of cash flows. As a result of the adoption of this standard, the Company reclassified $6.3 million and $7.3 million, respectively, from investing activities to operating activities within the consolidated statements of cash flows that related to distributions received from equity method investments for the fiscal years ended December 31, 2016 and December 26, 2015.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The standard reduces complexity in several aspects of the accounting for employee share-based compensation, including the income tax asset for a net operating loss,consequences, classification of awards as either equity or similar loss or tax credit carryforward,liabilities, and classification within the statement of cash flows. The Company adopted this standard in fiscal year 2017, and applied the changes as opposedrequired by each amendment to a liability, unless certain circumstances exist. Theits consolidated financial statements and related disclosures.
Under ASU became effective during the Company’s first fiscal quarter of 2014 and2016-09, the Company adopted the amendment to recognize excess tax benefits and tax deficiencies in the consolidated statements of income on a prospective basis, to present excess tax benefits within operating activities within the consolidated statements of cash flows on a retrospective basis, and elected to change its provisions retrospectively. accounting policy to account for forfeitures as they occur on a modified retrospective basis.
The adoption to recognize excess tax benefits and tax deficiencies within the consolidated statements of income on a prospective basis could result in fluctuations in the effective tax rate period-over-period, depending on how many awards vest and the volatility of the Company’s stock price. During fiscal year 2017, the impact to the provision for income taxes within the consolidated statements of income was an excess tax benefit of $11.0 million. Further, for fiscal year 2017, the Company excluded the effect of windfall tax benefits from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method for the calculation of diluted earnings per share.
The adoption of the ASU decreased net non-current deferredamendment to present excess tax assetsbenefits within operating activities within the consolidated statements of cash flows on a retrospective basis resulted in the reclassification of a cash inflow of $10.0 million and decreased$11.8 million, respectively, from cash provided by financing activities to cash provided by operating activities for fiscal years 2016 and 2015. The Company had previously classified cash paid for tax withholding purposes as a financing activity within the associated long-term tax liabilitiesconsolidated statements of cash flows; therefore, there was no change related to unrecognized tax benefits by $16.2 millionthis requirement under the amendment.
The Company’s election to change its accounting policy to account for forfeitures when they occur on a modified retrospective basis resulted in an immaterial impact on its consolidated financial statements and $11.9 million as of December 27, 2014 and December 28, 2013, respectively.related disclosures.

Newly Issued Accounting Pronouncements
In April 2014,August 2017, the FASB issued ASU 2014-08, "Reporting Discontinued Operations2017-12, “Derivatives and DisclosuresHedging (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 Disposalsthe financial statements and in the disclosures. In addition, this ASU makes certain targeted improvements to simplify the application of Componentshedge 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 ASU 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 March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The standard requires an Entity." ASU 2014-08 changesemployer to disaggregate the criteria for determining which disposals can be presented as discontinued operationsservice cost component from the other components of net benefit cost and modifies related disclosure requirements.provides explicit guidance on the presentation of the service cost component and the other components of net benefit cost in the statements of income. The ASU is effective for annual andperiods beginning after December
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15, 2017, including interim periods within those fiscal years, and should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost in the statements of income. Early adoption is permitted within the first interim period of the fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s 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. The ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2014.2019, 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 Company does not expect the impact of the adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
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. Early adoption is permitted for certain transactions. The adoption of this standard is not expected to have a material impact on the Company’s 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. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, “Leases.” The standard 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. This 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 impact this standard will have on its consolidated financial statements.statements and related disclosures, but expects to recognize substantially all of its leases on the balance sheet by recording a right-to-use asset and a corresponding lease liability.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Liabilities.” This guidance 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. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. 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 May 2014, the FASB issued ASU 2014-09, "Revenue“Revenue from Contracts with Customers." The standard, requiresincluding subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a modified retrospective or cumulative effect 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 standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The ASU isbe effective for annual and interim periods beginning after December 15, 2016.2017. The Company formed an implementation team during fiscal year 2016 to oversee adoption of the new standard. The implementation team has not yetsubstantially completed its assessment of the new standard, including a detailed review of the Company’s contract portfolio, revenue streams to identify potential differences in accounting as a result of the new standard, and selected athe modified retrospective transition method and is evaluatingmethod. The Company assessed the impact on the existing revenue accounting policies, newly required financial statement disclosures, and executed on the project plan. Currently, the Company finalized contract reviews, worked through anticipated changes to systems and business processes, and internal controls to support the adoption will have on its consolidated financial statementsof the new standard. The Company expects the opening balance sheet adoption impact and related disclosures.prospective changes in the timing of revenue recognition across all reportable segments to be insignificant with the adoption of the new standard.

2. BUSINESS ACQUISITIONS AND DIVESTITURE

KWS BioTest Limited
56On 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


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2. BUSINESS ACQUISITIONS

ChanTest
cash, subject to certain post-closing adjustments that may change the purchase price, and was funded by the Company’s various borrowings. In October 2014, the Company acquired ChanTest, a leading provider of ion channel testing servicesaddition to the pharmaceutical and biotech 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 preliminaryinitial purchase price, of the acquisition was $59.3 million, including $0.3 million in contingent consideration. Thetransaction includes aggregate, undiscounted amountcontingent payments of contingent consideration that could become payable is a maximum of $2.0 million. The Company estimated the fair value of this contingent considerationup to £3.0 million (approximately $4.1 million based on a probability-weighted set of outcomes. The purchase price is subject to an adjustmentrecent exchange rates), based on the final determined net working capital as of the closing date. Thefuture performance. This business iswill be reported in the Company's DSA reportable segment as part of the Company's Early Discovery business.

TheCompany’s DSA reportable segment. Due to the limited time between the acquisition date and the filing of this Annual Report on Form 10-K, it is not practicable for the Company to disclose the preliminary allocation of purchase price allocation of $52.1 million, net of $7.2 million in cash acquired, is as follows:
 October 29, 2014
 (in thousands)
Current assets (excluding cash)4,648
Property, plant and equipment1,579
Definite-lived intangible assets23,920
Goodwill34,927
Current liabilities(3,515)
Long-term liabilities(9,486)
Total purchase price allocation$52,073

The breakout of definite-lived intangibleto assets acquired is as follows:
 October 29, 2014 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
  

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.liabilities assumed. The Company incurred transaction and integration costs in connection with the acquisition of $1.1$0.5 million during the fiscal year 2014,2017, which arewere included in selling, general and administrative expenses.

Brains On-Line
VivoPath
In June 2014,On August 4, 2017, the Company acquired substantially allBrains 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 assetsCompany’s existing CNS capabilities and establishes the Company as a single-source provider for a broad portfolio of VivoPath LLC (VivoPath), a discovery service company specializing in the rapid, in vivo compound evaluation of molecules in the therapeutic areas of metabolism, inflammation and oncology.CNS services. The preliminary purchase price for Brains On-Line was $2.3 million, including $1.6$21.3 million in contingent consideration,cash, subject to certain post-closing adjustments that may change the purchase price, and was allocated primarilyfunded by the Company’s various borrowings. In addition to the intangible assets acquired. Theinitial purchase price, the transaction includes aggregate, undiscounted amountcontingent payments of contingent consideration that could become payable is a maximum of $2.4up to €6.7 million payable over the next three years(approximately $7.9 million based on the achievement of revenue growth targets. The Company estimated the fair value of this contingent considerationrecent exchange rates), based on a probability-weighted set of outcomes.future performance. The Brains On-Line business is reported in the Company's DSA reportable segment as part of the Company's In Vivo Discovery business.

Argenta and BioFocus
On April 1, 2014, the Company acquired (1) 100% of the shares of the United Kingdom (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 preclinical development. The preliminary purchase price of the acquisition was

57


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


$191.3 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 purchase price includes payment for estimated working capital, which is subject to final adjustment based on the actual working capital of the acquired business. The businesses are reported in the Company'sCompany’s DSA reportable segment as part of the Company's Early Discovery business.segment.
The contingent consideration is a one-time payment that couldpayments become payable based on the achievement of acertain revenue target for the twelve-month period following the acquisition.and earnings targets. If achieved, the payment wouldpayments become due in the secondfirst quarter of 2015. The aggregate, undiscounted amount of contingent consideration that the Company would pay is €5.0 million ($6.1 million as of December 27, 2014).fiscal year 2019. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.
The preliminary purchase price allocation of $183.1$20.1 million, net of $8.2$0.6 million of cash acquired, was as follows:
April 1, 2014August 4, 2017
(in thousands)(in thousands)
Current assets (excluding cash)$31,257
Trade receivables (contractual amount of $1,146)$1,146
Other current assets (excluding cash)640
Property, plant and equipment21,008
664
Other long-term assets11,549
29
Definite-lived intangible assets104,270
9,300
Goodwill66,330
11,762
Current liabilities(14,299)(863)
Deferred revenue(405)
Long-term liabilities(36,973)(2,151)
Total purchase price allocation$183,142
$20,122
The purchase price allocations were prepared on a preliminary basis and areallocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. During the fiscal year 2014, the Company recorded measurement period adjustments related to the Argenta and BioFocus acquisition that resulted in an immaterial change to the purchase price allocation. 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 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.
The breakout of definite-lived intangible assets acquired was as follows:
April 1, 2014 Weighted average
amortization life
Definite-Lived Intangible Assets Weighted Average Amortization Life
(in thousands) (in years)(in thousands) (in years)
Client relationships$94,000
 18$7,000
 13
Backlog5,700
 1
Trademark and trade names1,170
 3
Leasehold interests1,000
 13
Other intangible assets2,400
 192,300
 10
Total definite-lived intangible assets$104,270
 $9,300
 12
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The goodwill resulting from the transaction is primarily attributedattributable to the potential growth inof the Company'sCompany’s DSA businesses from customers and technology introduced through ArgentaBrains On-Line and BioFocus, the assembled workforce of the acquired businesses and expected cost synergies.business. The goodwill attributable to Argenta and BioFocusBrains On-Line is not deductible for tax purposes.
The Company incurred transaction and integration costs of $2.6 million in connection with the acquisition during fiscal year 2017, 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 Brains On-Line’s financial results are not significant when compared to the Company’s consolidated financial results.
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 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.
The purchase price allocation of $62.0 million, net of $2.9 million of cash acquired, was as follows:
 September 28, 2016
 (in thousands)
Trade receivables (contractual amount of $4,799)$4,799
Other current assets (excluding cash)794
Property, plant and equipment3,907
Other long-term assets11
Definite-lived intangible assets21,900
Goodwill44,517
Current liabilities(3,812)
Long-term liabilities(10,091)
Total purchase price allocation$62,025
From the date of the acquisition 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 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$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.
The Company incurred transaction and integration costs of $0.3 million and $1.7 million, respectively, in connection with the acquisition during fiscal years 2017 and 2016, 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 Agilux’s financial results are non-significant when compared with the Company’s consolidated financial results.
Blue Stream
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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.
The purchase price allocation of $11.7 million, net of a non-significant amount of cash acquired, was as follows:
 June 27, 2016
 (in thousands)
Trade receivables (contractual amount of $1,104)$1,104
Other current assets (excluding cash)15
Property, plant and equipment912
Other long-term assets187
Definite-lived intangible assets1,230
Goodwill10,334
Current liabilities(1,132)
Long-term liabilities(901)
Total purchase price allocation$11,749
From the date of the acquisition through July 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. No further adjustments will be made 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$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 segment 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.
The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal year 2017, which were included in selling, general and administrative expenses, within the consolidated statements of income. 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, 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.
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
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

development continuum. The purchase price for WIL Research was $604.8 million, including assumed liabilities of $0.4 million. The purchase price included payment for actual working capital of the acquired business. The acquisition was funded by cash on hand and borrowings on the Company’s $1.65B Credit Facility. See Note 7, “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.
The purchase price allocation of $577.4 million, net of $27.4 million of cash acquired, was as follows:
 April 4, 2016
 (in thousands)
Trade receivables (contractual amount of $48,625)$48,157
Inventories2,296
Other current assets (excluding cash)3,814
Property, plant and equipment129,066
Other long-term assets1,060
Definite-lived intangible assets164,800
Goodwill330,175
Deferred revenue(39,103)
Other current liabilities(27,386)
Long-term liabilities(35,488)
Total purchase price allocation$577,391
From the date of the acquisition through 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. No further adjustments will be made 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$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 was deductible for tax purposes due to a prior asset acquisition, was 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.
The Company incurred transaction and integration costs in connection with the acquisition of $5.3$1.7 million, $15.5 million and $3.2 million during the fiscal year 2014 ,years 2017, 2016 and 2015, respectively, which arewere 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 Argenta and BioFocusWIL 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 includingincluded additional amortization of intangible assets and depreciation of fixed assets of $3.7$0.4 million, reversal of interest expense on borrowings of $2.6 million, elimination of intercompany activity and other one-time costs. These pro forma consolidated resultscosts, and the tax impacts of operations are for informational purposes onlythese adjustments. For fiscal year 2015, these adjustments included additional amortization of intangible assets and do not necessarily reflect the resultsdepreciation of operations had the companies operated as one entity during the periods reported. No effect has been given for synergies, if any, that may have been realized through the acquisition.fixed assets of $13.6 million, reversal of interest expense on borrowings of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$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
Fiscal Year Ended2016 2015
December 27, 2014 December 28, 2013 December 29, 2012(in thousands, except per share amounts)
(in thousands, except per share amounts)(unaudited)
Revenue$1,322,771
 $1,249,649
 $1,215,263
$1,741,964
 $1,578,133
Net income$128,195
 98,508
 85,902
Net income attributable to common shareholders175,779
 153,974
Earnings per common share:        
Basic$2.75
 $2.06
 $1.79
$3.74
 $3.31
Diluted$2.70
 $2.03
 $1.77
$3.67
 $3.23
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. Argenta and BioFocus revenue and operating incomeNo effect has been given for synergies, if any, that may have been realized through the fiscal year 2014 are $71.4 million and $1.8 million, respectively.acquisition.

Contract Manufacturing
EMD Singapore
In October 2013,On February 10, 2017, the Company acquired 100%completed the divestiture of an EMD products and service provider locatedits CDMO business to Quotient Clinical Ltd., based in SingaporeLondon, England, for $4.9$75.0 million in cash. 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 financial results of theCDMO business was acquired entity are included in the Manufacturing reportable segmentApril 2016 as part of the acquisition of WIL Research and was reported in the Company’s Manufacturing reportable segment. Following a strategic review that was finalized subsequent to December 31, 2016, 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.
During the three months ended April 1, 2017, the Company recorded a gain on the divestiture of the CDMO business of $10.6 million, which was included in other income, net within the Company’s consolidated statements of income. As of February 10, 2017, the carrying amounts of the major classes of assets and liabilities associated with the divestiture of the CDMO business were as follows (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
Oncotest
On November 18, 2015, the Company acquired Oncotest GmbH (Oncotest), a German CRO providing discovery services for oncology, one of the largest therapeutic areas for biopharmaceutical 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 EMD business.revolving credit facility. The business is reported in the Company’s DSA reportable segment.
The contingent consideration earn-out period ended in the fourth quarter of 2016. 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 made. The contingent consideration was a one-time payment that could have become payable based on the
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

achievement of a revenue target for fiscal year 2016. If achieved, the payment would have become due in the first quarter of fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company could have paid was €2.0 million ($2.1 million as of December 31, 2016). The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.
The purchase price allocation isof $35.4 million, net of $0.6 million of cash acquired, was as follows:
October 4, 2013November 18, 2015
(in thousands)(in thousands)
Current assets (excluding cash)$300
Trade receivables (contractual amount of $3,546)$3,520
Inventories129
Other current assets (excluding cash)706
Property, plant and equipment154
2,528
Definite-lived intangible assets1,885
13,330
Goodwill2,659
22,894
Other long-term assets250
Current liabilities(64)(3,456)
Long-term liabilities(4,470)
Total purchase price allocation$4,934
$35,431
The breakout of definite-lived intangible assets acquired iswas as follows:
October 4, 2013 
Weighted average
amortization life
Definite-Lived Intangible Assets Weighted Average Amortization Life
(in thousands) (in years)(in thousands) (in years)
Client relationships$1,870
 8$7,146
 19
Developed technology5,960
 19
Other intangible assets15
 2224
 3
Total definite-lived intangible assets$1,885
 $13,330
 19
The goodwill resulting from the transaction is primarily attributed to the potential growth in the Company's DSA businesses from customers and technology introduced through Oncotest, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Oncotest is not deductible for tax purposes.
The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal years 2017 and 2016 and costs of $2.1 million during fiscal year 2015, 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 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 rapid 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 with the addition of a rapid bioburden testing product. The purchase price for Celsis was $214.5 million, including assumed debt and certain liabilities of $10.3 million. The acquisition 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.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation 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
The breakout of definite-lived intangibles are largely attributed to the expected cash flows related to client relationships existing at the acquisition closing date. intangible assets acquired was as follows:
 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
The goodwill resulting from the transaction is primarily attributed to the potential growth of the Company’s Manufacturing business in Southeast Asiafrom clients introduced through Celsis, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Celsis is not deductible for tax purposes.

The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal year 2017 and costs of $1.0 million and $8.8 million during fiscal years 2016 and 2015, which were included in selling, general and administrative expenses, within the consolidated statements of income.
Vital River
In January 2013, the Company acquired a 75% ownership interest of Vital River, a commercial provider of research modelsCelsis revenue and related services in China, for $24.2operating loss from July 24, 2015 through December 26, 2015 was $11.1 million net of $2.7and $6.1 million, of cash acquired. Vital River's financial results arerespectively. Beginning on July 24, 2015, Celsis has been included in the RMS reportable segment.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 in a reversal of $0.6 million for fiscal year 2015, related to depreciation and amortization of property, plant and equipment, inventory fair value adjustments and intangible assets.

59

 Fiscal Year 2015
 (in thousands, except per share amounts)
 (unaudited)
Revenue$1,380,493
Net income attributable to common shareholders162,672
Earnings per common share: 
Basic$3.50
Diluted$3.42

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.

Sunrise
On May 5, 2015, the Company acquired Sunrise Farms, Inc. (Sunrise), 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, 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.
Before recognizing the gain from the bargain purchase, the Company reassessed its initial identification and valuation of assets acquired and liabilities assumed to validate that all assets and liabilities that the Company was able to identify at the acquisition date were properly recognized.
The purchase price allocation isof $9.6 million, net of less than $0.1 million of cash acquired, was as follows:
January 4, 2013May 5, 2015
(in thousands)(in thousands)
Current assets (excluding cash)$3,092
Trade receivables (contractual amount of $995)$965
Inventories1,518
Other current assets (excluding cash)973
Property, plant and equipment10,468
13,698
Other long-term assets2,242
Definite-lived intangible assets16,954
3,400
Goodwill16,989
Current liabilities(11,303)(925)
Long-term liabilities(5,260)(250)
Redeemable noncontrolling interest(8,963)
Fair value of net assets acquired19,379
Bargain purchase gain(9,821)
Total purchase price allocation$24,219
$9,558
The breakout ofidentifiable definite-lived intangible assets acquired represent the client relationships intangible, which is as follows:
 January 4, 2013 
Weighted average
amortization life
 (in thousands) (in years)
Client relationships$14,741
 12
Reacquired rights2,053
 1
Other intangible assets160
 3
Total definite-lived intangible assets$16,954
  

being amortized over the weighted average estimated useful life of approximately 15 years.
The definite-lived intangibles are largely attributed to the expected cash flows related to client relationships existing at the acquisition closing date. In addition, the Company reacquired a right previously granted to the entity related to a royalty agreement for the distribution of productsincurred non-significant transaction and integration costs in China. The goodwill resulting from the transaction is primarily attributed to the potential growth of the business in China and is not deductible for tax purposes.

Concurrentconnection with the acquisition during fiscal years 2017 and 2016 and costs of $1.5 million during fiscal year 2015, which were included in selling, general and administrative expenses, within the Company entered into a joint venture agreementconsolidated statements of income.
Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Sunrise’s financial results are non-significant when compared with the noncontrolling interest holders that provide the Company with the right to purchase the remaining 25% of the entity for cash at its then appraised value beginning in January 2016. Additionally, the noncontrolling interest holders were granted the right to require the Company to purchase the remaining 25% of the entity at its then appraised value beginning in January 2016 for cash. These rights are accelerated in certain events. As the noncontrolling interest holders can require the Company purchase the remaining 25% interest, the noncontrolling interest is classified in the mezzanine section of theCompany’s consolidated balance sheet, which is above the equity section and below liabilities. The acquisition-date fair value of the noncontrolling interest was determined based on the fair value of the consideration exchanged for the 75% of Vital River. Subsequent to the acquisition, the noncontrolling interest carrying amount is adjusted to the fair value each quarter using an income approach. The income approach uses estimated future cash flows based on projected financial data discounted by a rate which considers the Company's weighted average cost of capital and the specific risks of achieving these cash flows. Adjustments to fair value are recorded through additional paid-in capital.

Accugenix
In August 2012, the Company acquired 100% of Accugenix Inc. (Accugenix) for $18.4 million in cash. Accugenix is a global provider of cGMP-compliant contract microbial identification testing. The acquisition strengthens the EMD portfolio of products and services by providing state-of-the-art microbial detection services for the biotechnology, pharmaceutical, and medical device manufacturing industries. Accugenix is based in the U.S. and is included in the Manufacturing reportable segment as part of the Company's EMD business.results.


60


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The purchase price allocation of $16.9 million, net of $1.5 million of cash acquired is as follows:
 August 24, 2012
 (in thousands)
Current assets (excluding cash)$2,162
Property, plant and equipment549
Definite-lived intangible assets8,400
Goodwill10,361
Current liabilities(911)
Long-term liabilities(3,700)
Total purchase price allocation$16,861
The definite-lived intangible assets acquired are as follows:
 August 24, 2012 
Weighted average
amortization life
 (in thousands) (in years)
Client relationships$1,500
 13
Propriety database4,100
 11
Standard operating procedures2,500
 4
Trademarks300
 12
Total definite-lived intangible assets$8,400
  

The definite-lived intangibles are largely attributed to a proprietary database of thousands of species of organisms and the methods and technology to provide accurate, timely and cost-effective microbial identification services. The goodwill resulting from the transaction is primarily attributed to the potential for growth of the Company's global EMD products and services business through the increased competitive advantage and market penetration provided by the services offered by Accugenix. The goodwill is not deductible for tax purposes.

3. RESTRUCTURING AND ASSET IMPAIRMENTS
Facilities
In the 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 the fiscal year 2014, the Company recorded a gain of $1.0 million on the sale of a European facility.
In the fiscal year 2013, due to changes in real estate values in surrounding properties, the Company performed an impairment test on long-lived assets classified as held-for-use, which resulted in an asset impairment charge of $3.8 million, included in cost of revenue. The Company also implemented a plan to consolidate production in its U.S. research model facilities. As a result, the Company revised the useful lives of a research model building that was abandoned and recorded accelerated deprecation to cost of revenue of $13.5 million. The Company also implemented a plan to consolidate operations within a Biologics leased facility in the U.S. As a result, the Company revised the useful lives of certain leasehold improvements that were abandoned and recorded accelerated deprecation to cost of revenue of $1.9 million.
In the fiscal year 2012, the Company commenced a consolidation of certain research model operations in Europe. As a result, it recorded an impairment charge of $3.5 million to cost of revenue for the disposition of certain facilities. The Company continues to utilize some of the operations in a limited capacity. As a result, during the fiscal years 2014 and 2013, the Company recorded asset impairments of $0.3 million and $0.4 million, respectively, to cost of revenue related to the consolidation of the European operations.

61


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Staff Reductions
The following table rolls forward the Company's severance and retention cost liability:
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Balance, beginning of period$2,782
 $3,636
 $3,374
Expense7,792
 3,223
 2,576
Payments/Utilization(7,908) (4,077) (2,314)
Balance, end of period$2,666
 $2,782
 $3,636

The following table presents severance and retention costs by classification on the income statement:
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Severance charges included in cost of sales$3,342
 $1,477
 $1,203
Severance charges included in selling, general and administrative4,450
 1,746
 1,373
Total expense$7,792
 $3,223
 $2,576

As of December 27, 2014 and December 28, 2013, $2.2 million and $1.5 million of severance and retention costs liability, respectively, was included in accrued compensation and $0.5 million and $1.3 million, respectively, was included in other long-term liabilities on the Company's consolidated balance sheets.
The following table presents severance and retention cost by reportable segment:
 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Research models and services$4,593
 $1,429
 $1,015
Discovery and safety assessment2,912
 1,625
 1,494
Manufacturing support166
 169
 67
Corporate121
 
 
Total expense$7,792
 $3,223
 $2,576

4. SUPPLEMENTAL BALANCE SHEET INFORMATION
The composition of trade receivables, net is as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Client receivables$219,118
 $190,423
$335,839
 $283,997
Unbilled revenue43,780
 35,184
96,297
 82,203
Total262,898
 225,607
432,136
 366,200
Less: Allowance for doubtful accounts(4,907) (4,977)(2,120) (2,150)
Trade receivables, net$257,991
 $220,630
$430,016
 $364,050

ProvisionsThe following amounts were recorded to the allowance for doubtful accounts in the fiscal years 2014, 20132017, 2016, and 2012 were $0.52015; net provisions of $0.9 million; net recoveries of $0.5 million; and net provisions of $1.8 million,, $1.3 million, and $0.9 million, respectively. Write offs against the allowance for doubtful accounts were insignificant in all periods presented.

62


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The composition of inventories is as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Raw materials and supplies$15,416
 $15,028
$19,858
 $18,893
Work in process11,802
 11,715
18,200
 13,681
Finished products61,825
 62,653
76,898
 63,259
Inventories$89,043
 $89,396
$114,956
 $95,833
The composition of other current assets is as follows:
 December 27, 2014 December 28, 2013
 (in thousands)
Prepaid assets$26,900
 $20,058
Deferred tax asset27,644
 29,889
Time deposits16,167
 11,158
Prepaid income tax26,287
 25,247
Restricted cash2,552
 245
Other291
 
Other current assets$99,841
 $86,597

 December 30, 2017 December 31, 2016
 (in thousands)
Investments$28,489
 $3,771
Prepaid income tax52,234
 40,705
Restricted cash592
 532
Other current assets$81,315
 $45,008
The composition of property, plant and equipment, net is as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Land$40,314
 $40,157
$48,989
 $47,392
Buildings(1)682,495
 694,074
812,230
 784,129
Machinery and equipment(1)384,713
 367,244
450,992
 403,123
Leasehold improvements37,270
 37,959
52,969
 47,071
Furniture and fixtures22,577
 24,013
27,455
 24,148
Vehicles3,967
 3,859
Computer hardware and software119,474
 112,328
140,216
 127,283
Vehicles (1)
4,582
 4,118
Construction in progress (1)
40,970
 42,075
45,518
 24,703
Total1,331,780
 1,321,709
1,582,951
 1,461,967
Less: Accumulated depreciation(654,983) (645,527)(800,978) (706,140)
Property, plant and equipment, net$676,797
 $676,182
$781,973
 $755,827
(1) Includes the leased facilityThese balances include assets under construction.capital lease. See Note 7, "Long-Term“Long-Term Debt and Capital Lease Obligations."
Depreciation expense in the fiscal years 2014, 2013 and 2012 was $70.5 million, $78.8 million and $63.2 million, respectively.

63


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Depreciation expense in fiscal years 2017, 2016 and 2015 was $89.8 million, $85.0 million and $70.7 million, respectively.

The composition of other assets is as follows:
 December 27, 2014 December 28, 2013
 (in thousands)
Deferred financing costs$5,401
 $7,126
Cash surrender value of life insurance policies27,603
 26,507
Investment in limited partnerships27,047
 17,911
Other assets18,301
 10,420
Other assets$78,352
 $61,964

 December 30, 2017 December 31, 2016
 (in thousands)
Life insurance policies$34,008
 $29,456
Venture capital investments71,101
 45,331
Restricted cash1,945
 1,736
Other16,948
 11,907
Other assets$124,002
 $88,430
The composition of other current liabilities is as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Accrued income taxes$9,362
 $18,773
$43,250
 $25,621
Current deferred tax liability1,484
 1,960
Accrued interest and other233
 1,813
Other1,210
 879
Other current liabilities$11,079
 $22,546
$44,460
 $26,500
The composition of other long-term liabilities is as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Deferred tax liability$30,816
 $14,988
Transition Tax (Note 9)$61,038
 $
Long-term pension liability45,135
 16,219
52,364
 89,984
Accrued Executive Supplemental Life Insurance Retirement Plan and Deferred Compensation Plan33,007
 28,708
Accrued executive supplemental life insurance retirement plan and deferred compensation plan37,582
 32,880
Other43,831
 36,375
Other long-term liabilities21,403
 10,717
$194,815
 $159,239
Other long-term liabilities$130,361
 $70,632
4. VENTURE CAPITAL INVESTMENTS AND MARKETABLE SECURITIES
Venture Capital Investments
During fiscal years 2017, 2016, and 2015, the Company recognized gains related to the venture capital investments of $22.9 million, $10.3 million and $3.8 million, respectively. The Company’s total commitment to these venture capital funds as of December 30, 2017 was $88.2 million, of which the Company funded $51.2 million through that date. During fiscal years 2017, 2016, and 2015, the Company received dividends totaling $10.1 million, $7.1 million, and $7.3 million, respectively. As of December 30, 2017 and December 31, 2016, the Company’s consolidated retained earnings included $12.1 million and $4.4 million, respectively, of the undistributed earnings related to these entities.
Marketable Securities
The Company held no marketable securities as of December 30, 2017 and December 31, 2016.
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.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. FAIR VALUE
Assets and liabilities measured at fair value on a recurring basis are summarized below:
December 27, 2014December 30, 2017
Level 1 
Level 2
 
Level 3
 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Cash equivalents$
 $1,934
 $
 $1,934
$
 $21
 $
 $21
Other assets:       
Life insurance policies
 20,520
 
 20,520

 26,358
 
 26,358
Total assets measured at fair value
 22,454
 
 22,454
$
 $26,379
 $
 $26,379
              
Redeemable noncontrolling interest
 
 28,419
 28,419
Other current liabilities:       
Contingent consideration
 
 2,828
 2,828
$
 $
 $298
 $298
Total liabilities measured at fair value$
 $
 $31,247
 $31,247
$
 $
 $298
 $298

64


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 28, 2013December 31, 2016

Level 1
 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(in thousands)(in thousands)
Cash equivalents$
 $1,851
 $
 $1,851
$
 $21
 $
 $21
Other assets:       
Life insurance policies
 19,534
 
 19,534

 22,121
 
 22,121
Total assets measured at fair value
 21,385
 
 21,385
$
 $22,142
 $
 $22,142
              
Redeemable noncontrolling interest
 
 20,581
 20,581
Other current liabilities:       
Contingent consideration$
 $
 $3,621
 $3,621
Total liabilities measured at fair value$
 $
 $20,581
 $20,581
$
 $
 $3,621
 $3,621
During the fiscal years 20142017 and 2013,2016, there were no transfers between fair value levels.
Redeemable Noncontrolling Interest
The following table provides a rollforward of the fair value of the Company's redeemable noncontrolling interest related to the acquisition of Vital River in January 2013. See Note 2, "Business Acquisitions."
 December 27, 2014 December 28, 2013
 (in thousands)
Beginning balance$20,581
 $
Additions
 8,963
Total gains or losses (realized/unrealized):   
Net income attributable to noncontrolling interest855
 687
Foreign currency translation(442) 367
Change in fair value included in additional paid-in capital7,425
 10,564
Ending balance$28,419
 $20,581
The significant unobservable inputs used in the fair value measurement of the Company’s redeemable noncontrolling interest are the estimated future cash flows based on projected financial data and discount rate of 18.5%. Significant changes in the timing or amounts of the estimated future cash flows would result in a significantly higher or lower fair value measurement. Significant increases or decreases in the discount rate would result in a significantly lower or higher fair value measurement, respectively.
Contingent Consideration
The following table provides a rollforward of the contingent consideration related to the acquisition of Argenta, BioFocus, VivoPath and ChanTest.previous business acquisitions. See Note 2, "Business Acquisitions."“Business Acquisitions and Divestiture”.
December 27, 2014Fiscal Year
(in thousands)2017 2016
��(in thousands)
Beginning balance$
$3,621
 $1,370
Additions2,678
296
 3,600
Payments(3,606) (872)
Total gains or losses (realized/unrealized):    
Change in fair value150
Reversal of previously recorded contingent liability and change in fair value(13) (477)
Ending balance$2,828
$298
 $3,621
The significant unobservable inputs used in the fair value measurement of the Company'sCompany’s contingent consideration are the probabilities of successful achievement of certain financial targets and a discount rate. Significant increasesIncreases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant increasesIncreases or decreases in the discount rate would result in a significantly lower or higher fair value measurement, respectively.

Debt Instruments
65


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Debt Instruments
The book value of the Company'sCompany’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 2.2 within the fair value hierarchy.


6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill
The changes infollowing table provides a rollforward of the gross carrying amount and accumulated impairment loss are as follows:Company’s goodwill:
   Adjustments to Goodwill   Adjustments to Goodwill  
 December 29, 2012 Acquisitions Foreign Exchange December 28, 2013 Acquisitions Transfers Foreign Exchange December 27, 2014
 (in thousands)
Research Models and Services               
Gross carrying amount$63,139
 $19,647
 $765
 $83,551
 $
 (23,172) (1,183) 59,196
Discovery and Safety Assessment               
Gross carrying amount1,150,470
 
 1,680
 1,152,150
 102,171
 (9,196) (10,823) 1,234,302
Accumulated impairment loss(1,005,000) 
 
 (1,005,000) 
 
 
 (1,005,000)
Manufacturing Support               
Gross carrying amount
 
 
 
 

 32,368
 211
 32,579
Total               
Gross carrying amount1,213,609
     1,235,701
       1,326,077
Accumulated impairment loss(1,005,000)     (1,005,000)       (1,005,000)
Goodwill$208,609
     $230,701
       321,077
   Adjustments to Goodwill   Adjustments to Goodwill  
 December 26, 2015 Acquisitions Transfers Foreign Exchange December 31, 2016 Acquisitions / (Divestiture) Foreign Exchange December 30, 2017
 (in thousands)
RMS$58,167
 $
 $(342) $(1,428) $56,397
 $
 $1,725
 $58,122
DSA1,252,050
 337,872
 
 (21,446) 1,568,476
 11,942
 29,758
 1,610,176
Manufacturing133,612
 46,859
 342
 (13,169) 167,644
 (36,000) 9,964
 141,608
Gross carrying amount1,443,829
 

   

 1,792,517
 

 

 1,809,906
Accumulated impairment loss - DSA(1,005,000) 
 
 
 (1,005,000) 
 
 (1,005,000)
Goodwill$438,829
 

   

 $787,517
 

 

 $804,906

InDuring the second quarter of 2014,2016, the Company revised the composition of its reportable segments to align with the view of the business following its acquisition of Argenta and BioFocus. See Note 1, "Description of Business and Summary of Significant Accounting Policies."WIL Research. As a result, of this reorganization, goodwill was allocated from the Company's priorRMS reportable segmentssegment to newits Manufacturing reportable segments,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.

Based on the Company'sCompany’s step one goodwill impairment test, which was performed in the fourth quarter for each of the fiscal years 2014, 20132017, 2016 and 2012,2015, the fair value of each reporting unit exceeded the reporting unit'sunit’s book value and, therefore, goodwill was not impaired.

Other Intangible Assets, Net
The following table displays the gross carrying amount and accumulated amortization of definite-lived intangible assets, net by major class:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
Gross Accumulated amortization Net Gross Accumulated amortization NetGross Accumulated
Amortization
 Net Gross Accumulated
Amortization
 Net
(in thousands)(in thousands)
Backlog$8,728
 $(6,636) $2,092
 $2,916
 $(2,507) $409
$8,111
 $(8,111) $
 $8,370
 $(6,390) $1,980
Technology81,309
 (27,157) 54,152
 71,425
 (14,314) 57,111
Trademarks and trade names8,661
 (4,562) 4,099
 8,177
 (4,124) 4,053
Other17,465
 (7,845) 9,620
 16,775
 (5,628) 11,147
Other intangible assets115,546
 (47,675) 67,871
 104,747
 (30,456) 74,291
Client relationships379,339
 (217,938) 161,401
 311,507
 (238,002) 73,505
540,425
 (238,534) 301,891
 519,123
 (198,966) 320,157
Trademarks and trade names6,603
 (5,314) 1,289
 5,399
 (4,997) 402
Standard operating procedures2,309
 (1,642) 667
 2,754
 (1,498) 1,256
Other identifiable intangible assets16,334
 (6,346) 9,988
 10,432
 (4,905) 5,527
Total definite-lived intangible assets$413,313
 $(237,876) $175,437
 $333,008
 $(251,909) $81,099
Intangible assets$655,971
 $(286,209) $369,762
 $623,870
 $(229,422) $394,448

During fiscal year 2017, the Company divested the CDMO business, which resulted in a net decrease of $16.8 million and $0.3 million to client relationships and backlog, respectively. During fiscal year 2016, the Company 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), within the consolidated statements of income.
66


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Additionally, as of both December 27, 2014 and December 28, 2013, other intangible assets, net included $3.4 million of indefinite-lived intangible assets.
Amortization expense of definite-lived intangible assets, including client relationships, for the fiscal years 2014, 20132017, 2016 and 20122015 was $26.0$41.4 million, $17.8$41.7 million and $18.1$24.2 million, respectively. EstimatedAs of December 30, 2017, 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)
2015 $21,116
2016 20,355
2017 18,501
2018 17,312
 $38,262
2019 14,306
 34,087
2020 33,036
2021 31,361
2022 30,801

7. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-Term Debt
Long-term debt, net consists of the following:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Term loans$378,000
 $409,500
$601,250
 $633,750
Revolving credit facility375,536
 253,308
500,997
 578,759
Other long-term debt214
 241
18,292
 185
Total debt753,750
 663,049
1,120,539
 1,212,694
Less: current portion of long-term debt(31,714) (21,241)
Less: Current portion of long-term debt(28,546) (24,560)
Long-term debt$722,036
 $641,808
1,091,993
 1,188,134
Debt discount and debt issuance costs(5,770) (7,633)
Long-term debt, net$1,086,223
 $1,180,501
In 2013,As of December 30, 2017 and December 31, 2016, the weighted average interest rate on the Company’s debt was 2.45% and 1.89%, respectively.
On March 30, 2016, the Company amended and restated its $1.3B credit agreementfacility creating a $970 million agreement$1.65 billion credit facility ($970M1.65B Credit Facility) thatwhich (1) extends the maturity date for the credit facility and (2) makes certain other amendments in connection with the Company’s acquisition of WIL Research. The amendment was accounted for as a debt modification with a partial extinguishment of debt. In connection with the transaction, the Company capitalized approximately $3.3 million and expensed approximately $1.0 million of debt issuance costs.
The $1.65B Credit Facility provides for a $420$650.0 million U.S.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. The revolving facility matures on March 30, 2021, and a $550 million multi-currency revolving credit facility.requires no scheduled payment before that date. Under specified circumstances, the Company has the ability to expandincrease the term loan and/or revolving credit facility by up to $350$500.0 million in the aggregate.
The $420 million U.S. term loan facility matures in quarterly installments through maturity on May 29, 2018. The $550 million multi-currency revolving credit facility also matures on May 29, 2018 and requires no scheduled payment before this date. The interest rates applicable to the $970Mterm loan and revolving facility under the $1.65B Credit Facility are, variable and are based on an applicableat 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 a spread determined by0.50%, or (3) the Company's leverage ratio. As of both December 27, 2014 and December 28, 2013,one-month adjusted LIBOR rate plus 1.0%) or the weighted averageadjusted LIBOR rate, plus an interest rate onmargin based upon the Company's debt was 1.42%.Company’s leverage ratio.
The $970M$1.65B Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company'sCompany’s business and negative and affirmative covenants. As of December 27, 2014, the Company was compliant with all financial 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 3.53.50 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 3.253.50 to 1.0. The Company's obligations under the credit agreement are collateralized by substantially allAs of the Company's assets.
At December 27, 2014 and December 28, 2013,30, 2017, the Company had $5.0 million and $4.9 million, respectively, outstanding under letters of credit.was compliant with all covenants.

67


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The obligations of the Company under the $1.65B Credit Facility are collateralized by substantially all of the assets of the Company.

Principal maturities of existing debt for the periods set forth in the table below, are as follows:
Fiscal Year Principal
  (in thousands)
2015 $31,714
2016 47,250
2017 68,250
2018 606,536
Total $753,750
  Principal
  (in thousands)
2018 $28,545
2019 52,813
2020 81,250
2021 939,747
Total $1,102,355

Build-to-suit Lease
The Company acquired a built-to-suit lease as partExcluded from the table above is $18.2 million of its acquisition of Argenta and BioFocus. In accordanceOther Debt associated with accounting guidance applicable to entities involved with the construction of an asset that will be leased when the construction is completed, the Company is considered the owner, for accounting purposes, of this property during the construction period. Accordingly, the Company records an asset along with 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 building through completion of the construction period. Upon completion of the buildings, the Company will assess and determine if the assets and corresponding liabilities should be derecognized. As of December 27, 2014, cost incurred in relationrelated to the construction of these buildings totaled $23.1 million. As of December 27, 2014,build-to-suit operating leases. The minimum rental commitments under thisthese non-cancellable leases are included in Note 13, “Commitments and Contingencies.”
Letters of Credit
As of both December 30, 2017 and December 31, 2016, the Company had $4.9 million in outstanding letters of credit.
Capital Lease Obligations
The Company’s capital lease obligations amounted to $30.3 million and $29.9 million as of December 30, 2017 and December 31, 2016, respectively.
As of December 30, 2017, the minimum lease payments under capital leases for each of the next five fiscal years and total thereafter arewere as follows:

Fiscal Year Minimum lease payments
  (in thousands)
2015 $2,031
2016 2,707
2017 2,707
2018 2,707
2019 2,707
Thereafter 55,762
Total $68,621

Capital Lease Obligations
Capital lease obligations amounted to $1.0 million and $0.7 million at December 27, 2014 and December 28, 2013, respectively.
  Minimum Lease Payments
  (in thousands)
2018 $3,618
2019 3,229
2020 2,969
2021 2,757
2022 2,362
Thereafter 28,281
Total $43,216


68


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


8. EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

INTERESTS
Earnings Per Share
The following table illustratesreconciles the numerator and denominator in the computations of the basic and diluted earnings per share:
  Fiscal Year Ended  Fiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in thousands)(in thousands)
Numerator:          
Net income from continuing operations attributable to common shareholders$128,424
 $104,093
 $101,547
Loss from discontinued businesses, net of income taxes(1,726) (1,265) (4,252)
Income from continuing operations, net of income taxes$125,586
 $156,086
 $152,037
Income (loss) from discontinued operations, net of income taxes(137) 280
 (950)
Less: Net income attributable to noncontrolling interests2,094
 1,601
 1,774
Net income attributable to common shareholders$126,698
 $102,828
 $97,295
$123,355
 $154,765
 $149,313
     
Denominator:          
Weighted-average shares outstanding—Basic46,627
 47,740
 47,912
47,481
 47,014
 46,496
Effect of dilutive securities:          
Stock options and contingently issued restricted stock931
 749
 494
Stock options, restricted stock units, performance share units and restricted stock1,083
 944
 1,138
Weighted-average shares outstanding—Diluted47,558
 48,489
 48,406
48,564
 47,958
 47,634

Options to purchase approximately 645,0000.6 million shares, 2,289,0000.8 million shares, and 4,591,0000.5 million shares were outstanding at December 27, 2014, December 28, 2013for fiscal years 2017, 2016 and December 29, 2012,2015, respectively, butas well as a non-significant number of restricted shares, 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 each of the fiscal years 2014, 20132017, 2016 and 20122015 excluded the weighted average impact of approximately 1,188,0001.1 million shares 1,097,000 shares, and 935,000 shares, respectively, of non-vested restricted stock and restricted stock unit awards.

RSUs.
Treasury Shares
In July 2010, the Company'sCompany’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, and $150$150.0 million in 2014, and $150.0 million in 2017, for an aggregate authorization of $1,150.0 million. The company$1.3 billion. Under its authorized stock repurchase program, the Company repurchased approximately 2,093,0001.0 million shares for $110.6 million, approximately 3,468,000 shares for $165.7totaling $90.6 million and approximately 1,706,0001.5 million shares for $61.4totaling $108.8 million in the fiscal years 2014, 20132017 and 2012, respectively.2015, respectively, and did not repurchase any shares in fiscal year 2016. As of December 27, 2014,30, 2017, the Company had $178.5$129.1 million remaining on the authorized stock repurchase program. In addition, the Company's 2007 Incentive Plan permitsCompany’s stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, awardsRSUs, and PSUs in order to satisfy individual statutory tax withholding requirements. The number ofCompany acquired 0.2 million shares of common stock netted for taxes was insignificant$16.3 million, 0.2 million shares for $12.3 million, and 0.1 million shares for $8.7 million in each of the fiscal years 2014, 20132017, 2016 and 2012.2015, respectively, from such netting.


69


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 tax,taxes, are as follows:
 

Translation
Adjustment
 
Pension Gains(Losses)
and Prior Service
(Cost) Credit Not Yet
Recognized as
Components of Net
Periodic Benefit Costs
 Total
 (in thousands)
December 29, 2012$44,057
 $(37,454) $6,603
Other comprehensive income (loss) before reclassifications(15,751) 19,293
 3,542
Amounts reclassified from accumulated other comprehensive income (loss)
 3,017
 3,017
Net current period other comprehensive income (loss)(15,751) 22,310
 6,559
Income tax benefit (expense)197
 (8,002) (7,805)
December 28, 201328,503
 (23,146) 5,357
Other comprehensive loss before reclassifications(48,499) (42,236) (90,735)
Amounts reclassified from accumulated other comprehensive income (loss)
 1,234
 1,234
Net current period other comprehensive loss(48,499) (41,002) (89,501)
Income tax benefit105
 9,792
 9,897
December 27, 2014$(19,891) $(54,356) $(74,247)
 
Foreign Currency Translation Adjustment and Other(3)
 Pension and Other Post-Retirement Benefit Plans Total
 (in thousands)
December 26, 2015$(82,977) $(52,571) $(135,548)
Other comprehensive loss before reclassifications (1)
(71,618) (60,678) (132,296)
Amounts reclassified from accumulated other comprehensive income (loss)
 1,711
 1,711
Net current period other comprehensive income (loss)(71,618) (58,967) (130,585)
Income tax benefit
 (12,369) (12,369)
December 31, 2016(154,595) (99,169) (253,764)
Other comprehensive income before reclassifications (2)
77,050
 36,593
 113,643
Amounts reclassified from accumulated other comprehensive income (loss)
 3,344
 3,344
Net current period other comprehensive income (loss)77,050
 39,937
 116,987
Income tax expense
 7,954
 7,954
December 30, 2017$(77,545) $(67,186) $(144,731)
(1) 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.
(2) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications for fiscal year 2017 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 adjustment and other includes a non-significant amount of unrealized gains (losses) on available-for-sale marketable securities.

Warrants
Separately and concurrently with the pricing of the senior convertible debentures in June 2006, the Company issued warrants for approximately 7,200,000 shares of its common stock. The warrants give the holders the right to receive, for no additional consideration, cash or shares, at the Company's option, with a value equal to the appreciation in the price of its shares above $59.63 and expire between September 13, 2013 and January 22, 2014 over 90 equal increments. As of December 28, 2013, warrants for approximately 1,271,000 shares were outstanding and none were subsequently exercised. As of December 27, 2014, no warrants were outstanding.

Non RedeemableNonredeemable Noncontrolling InterestsInterest
The Company has investmentsan investment in several entities,an entity whose financial results are consolidated in the Company'sCompany’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 interests.interest. The activity within the nonredeemable noncontrolling interest during 2017 was immaterial. In 2016 and 2015, the activity within the nonredeemable noncontrolling interest was a decrease of $2.1 million and an increase of $0.8 million, respectively.

ReedemableRedeemable Noncontrolling Interest
The Company's redeemable noncontrolling interest resulted fromIn January 2013, the acquisition ofCompany acquired a 75% ownership interest in Vital River. See Note 2, "Business Acquisitions."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:

70


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
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, 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 ($15.8 million as of December 30, 2017) and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the 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 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:
 Fiscal Year
 2017 2016
 (in thousands)
Beginning balance (1)
$14,659
 $25,985
Purchase of 12% equity interest
 (12,360)
Total gains or losses (realized/unrealized):   
Net income attributable to noncontrolling interest916
 357
Foreign currency translation1,034
 (818)
Modification of 13% purchase option
 1,495
Ending balance$16,609
 $14,659
(1) The beginning balance for fiscal year 2016 is comprised of the fair value amount of the redeemable noncontrolling interest at July 7, 2016.
9. 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 Ended
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Income from continuing operations before income taxes: 
    
U.S. $71,002
 $39,900
 $35,504
Non-U.S. 106,593
 98,427
 94,242
 177,595
 138,327
 129,746
Income tax provision: 
    
Current: 
    
Federal13,733
 10,832
 (1,447)
Foreign20,364
 18,370
 26,411
State4,746
 4,240
 1,353
Total current38,843
 33,442
 26,317
Deferred: 
    
Federal12,982
 5,468
 13,132
Foreign(4,672) (6,431) (12,683)
State518
 432
 862
Total deferred8,828
 (531) 1,311
 $47,671
 $32,911
 $27,628


71

 Fiscal Year
 2017 2016 2015
 (in thousands)
Income from continuing operations before income taxes: 
    
U.S. $123,896
 $59,255
 $76,157
Non-U.S. 173,059
 163,666
 119,271
 $296,955
 $222,921
 $195,428
Income tax provision: 
    
Current: 
    
Federal$93,871
 $18,592
 $23,687
Foreign37,150
 39,829
 8,572
State12,361
 5,263
 6,819
Total current143,382
 63,684
 39,078
Deferred: 
    
Federal9,416
 7,206
 1,790
Foreign14,953
 (4,024) 3,064
State3,618
 (31) (541)
Total deferred27,987
 3,151
 4,313
 $171,369
 $66,835
 $43,391

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) transitioning to a modified territorial system through a one-time transition tax on previously unrepatriated foreign earnings; (iii) subjecting certain foreign earnings to U.S. taxation through base erosion anti-abuse tax (BEAT) and global intangible low-taxed income (GILTI); (iv) creating a new limitation on deductible interest expense; and (v) modifying the officer’s compensation limitation.
The Company’s accounting for the elements of U.S. Tax Reform is incomplete. However, the Securities Exchange Commission has issued rules that allow for a measurement period of up to one year after the enactment date of U.S. Tax Reform to finalize the recording of the related tax impacts. The Company has made reasonable estimates of the effects to the consolidated statements of income and consolidated balance sheets and have, therefore, recorded provisional amounts. Provisional amounts recorded as of December 30, 2017 are subject to refinement due to various factors including, but not limited to changes in interpretations, analysis and assumptions made by the Company, additional guidance that may be issued by the U.S. Department of the Treasury and the Internal Revenue Service, and any updates or changes to estimates the Company has utilized to calculate the transition impact. The Company currently anticipates finalizing and recording any resulting adjustments by the end of its fiscal year ending December 29, 2018.
Transition Tax
The Transition Tax is imposed on previously untaxed accumulated and current earnings and profits of certain of the Company’s foreign subsidiaries. The Company has recorded a provisional Transition Tax obligation of $73.5 million. However, the Company is continuing to gather additional information to more precisely compute the amount of the Transition Tax.
Deferred Tax and Other Effects
U.S. Tax Reform reduces the U.S. federal statutory tax rate to 21%, effective December 31, 2017. The Company has recorded a provisional decrease to its net deferred tax liability in the U.S of $13.2 million, with a corresponding net adjustment to deferred income tax benefit for the year ended December 30, 2017. The Company is continuing to assess the impacts of GILTI and has not yet made an accounting policy election with regard to providing deferred taxes for future GILTI tax expense, or accounting for GILTI as a current period cost.
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 has withdrawn its indefinite reinvestment assertion for all of its unremitted foreign earnings and has provisionally provided deferred taxes of $18.2 million
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for future withholding and state income taxes which would be incurred upon the repatriation of the balance of unremitted foreign earnings as of December 30, 2017. In light of the reduced incremental tax cost of repatriating unremitted foreign earnings, as well as other effects of U.S. Tax Reform, the Company has determined it can no longer overcome the presumption that all undistributed foreign earnings will ultimately be transferred to the U.S. parent entity.

The components of deferred tax assets and liabilities are as follows:
December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Deferred tax assets:      
Compensation$49,702
 $38,836
$40,788
 $70,863
Accruals and reserves7,061
 2,356
8,248
 8,103
Inventory reserves and valuations1,940
 1,696
2,135
 3,447
Financing related993
 1,594
Net operating loss and credit carryforwards39,927
 47,026
33,160
 58,081
Other4,426
 2,262
7,661
 8,141
Valuation allowance(5,866) (7,071)(10,591) (10,101)
Total deferred tax assets:98,183
 86,699
   
Total deferred tax assets81,401
 138,534
Deferred tax liabilities:      
Goodwill and other intangibles(52,029) (21,826)(89,636) (121,256)
Financing related(429) (854)
Depreciation related(23,549) (22,389)(23,763) (32,271)
Investments in limited partnerships(4,067) (2,720)
Total deferred tax liabilities:(79,645) (46,935)
Venture capital investments(7,796) (5,084)
Tax on unremitted earnings(19,204) (821)
Other(7,459) (5,220)
Total deferred tax liabilities(148,287) (165,506)
Net deferred taxes$18,538
 $39,764
$(66,886) $(26,972)
Reconciliations of the statutory U.S. Federalfederal income tax rate to effective tax rates are as follows:
Fiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
U.S. statutory income tax rate35.0 % 35.0 % 35.0 %35.0 % 35.0 % 35.0 %
Foreign tax rate differences(9.4)% (8.0)% (8.0)%(6.8)% (10.3)% (8.6)%
State income taxes, net of Federal tax benefit1.9 % 1.6 % 1.5 %
Unbenefitted losses and changes in valuation allowance0.1 % 0.4 % 0.8 %
State income taxes, net of federal tax benefit2.0 % 1.6 % 1.9 %
Research tax credits and enhanced deductions(4.1)% (6.6)% (8.2)%(2.4)% (3.5)% (2.6)%
Stock-based compensation(3.2)%  %  %
Enacted tax rate changes % (0.4)% (0.2)%(4.2)% (0.8)% (1.5)%
Transition Tax24.8 %  %  %
Impact of tax uncertainties(0.7)% 1.0 % (1.2)%(0.4)% 0.2 % (5.2)%
Tax on unremitted earnings7.3 % 2.0 % 3.4 %
Impact of acquisitions and restructuring1.6 % 0.2 % 0.1 %3.8 % 1.8 % (2.0)%
Other2.4 % 0.6 % 1.5 %1.8 % 4.0 % 1.8 %
26.8 % 23.8 % 21.3 %
Effective income tax rate57.7 % 30.0 % 22.2 %
In the above reconciliation, stock-based compensation reflects $11.0 million of excess tax benefits from current year tax deductions for stock-based compensation that has been recorded as a component of income tax expense pursuant to the adoption of ASU 2016-09. In prior years, these excess tax benefits were recorded to additional paid-in capital within the consolidated balance sheets. Enacted tax rate changes reflects a tax benefit of $12.7 million relating primarily to U.S. Tax Reform as well as statutory rate changes in France and the U.K. U.S. Transition Tax reflects an estimated $73.5 million of U.S. federal and state taxes as part of the deemed repatriation of unremitted earnings under U.S. Tax Reform. Tax on unremitted earnings reflects an estimated $21.6 million, which includes both the $18.2 million of withholding tax and state taxes accrued
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

as result of the change in the Company’s assertion regarding the indefinite reinvestment of unremitted foreign earnings; and $3.4 million of withholding taxes as a result of the Company’s previous change in assertion related to Canada and China. The Impact of acquisitions and restructuring reflects $11.4 million primarily related to the sale of the CDMO business.
As of December 27, 2014,30, 2017, the Company had foreign net operating loss and tax credit carryforwards of $39.8$33.2 million, as compared to $36.9$58.5 million as of December 28, 2013.31, 2016. Of this amount, $24.3$5.9 million will expire beginning after 2015,2017, $16.4 million will begin to expire in 2029 and beyond, and the remainder of $15.5$10.9 million can be carried forward indefinitely. From a tax return basis, the Company has federal tax credit carryforwards of $10.5 million that will begin to expire in 2019, as compared to $21.7 million as of December 28, 2013. However, from a financial statement perspective, all of its federal tax credit carryforwards are shown net of unrecognized tax benefits. 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 $24.6$16.4 million in credit carryforwards, which will begin to expire in 2030.2033. 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 Netherlands and the

72


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Netherlands,Germany, capital losses in the U.S. and Canada,, and fixed assets in the U.K. The valuation allowance decreasedincreased by $1.2$0.5 million from $7.1$10.1 million atas of December 28, 201331, 2016 to $5.9$10.6 million atas of December 27, 2014.30, 2017.
A reconciliation of the Company'sCompany’s beginning and ending unrecognized income tax benefits is as follows:
Fiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in thousands)(in thousands)
Beginning balance$18,475
 $30,996
 $27,976
$24,186
 $23,338
 $34,627
Additions to tax positions for current year1,700
 2,009
 1,907
1,791
 2,194
 2,362
Additions to tax positions for prior years18,502
 1,709
 4,196
1,428
 2,035
 3,028
Reductions to tax positions for current year
 
 
Reductions to tax positions for prior years(3,722) (732) (28)
 (1,866) (3,991)
Settlements(308) (15,246) (3,055)(1,754) (918) (1,946)
Expiration of statute of limitations(20) (261) 
(941) (597) (10,742)
Ending balance$34,627
 $18,475
 $30,996
$24,710
 $24,186
 $23,338
The $16.2$0.5 million increase in unrecognized income tax benefits during the fiscal year 20142017 is primarily attributable to pre-acquisition tax positions takenan additional year of Canadian SR&ED credit, offset by the newly acquired Early Discovery businesses.settlement of competent authority proceedings, and unfavorable foreign exchange movement.
The amount of unrecognized income tax benefits that, if recognized, would favorably impact the effective tax rate was $32.3$22.7 million as of December 27, 201430, 2017 and $17.0$21.4 million as of December 28, 2013.31, 2016. The $15.3$1.3 million increase is primarily attributable to pre-acquisition tax positions taken by the newly acquired Early Discovery businesses.an additional year of Canadian SR&ED credit and unfavorable foreign exchange movement. It is reasonably possible as of December 27, 201430, 2017 that the liability for unrecognized tax benefits for the uncertain tax position associated with forgiveness of debt will decrease by $10.7$1.0 million due toover the expirationnext twelve month period, primarily as a result of statutethe outcome of limitations and by $0.6 million due to the settlement of German and Frencha pending tax audits.ruling. 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 27, 201430, 2017 and December 28, 201331, 2016 was $1.4$2.5 million and $0.7$1.7 million, respectively. The total amount of accrued penalties related to unrecognized income tax benefits as of December 30, 2017 and December 31, 2016 was $0.3 million and $0.2 million, respectively.
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, Japan, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2010.2014.
The Company and certain of its subsidiaries are currently under audit by varioushave ongoing tax authoritiescontroversies in the U.S., Canada, Germany, and France. The Company does not anticipate resolution of these audits will have a material impact on its financial statements.
In the first quarter of 2014, the Company settled with the Canadian Revenue Authority (CRA) for tax years 2006 through 2009 related to transfer pricing in our Safety Assessment operations in Montreal. In the fourth quarter of 2014, the Company received an assessment from the CRA related to transfer pricing in our Safety Assessment operations in Montreal. The CRA has disallowed certain deductions related to headquarter service charges for the years 2010 through 2012. The Company intends to apply with the Internal Revenue Service (IRS) and CRA for relief pursuant to the competent authority procedure provided in the tax treaty between the U.S. and Canada for 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 US 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.
On December 2, 2014, the Quebec government released Information Bulletin 2014-11, which elaborated on a proposed law change on its SR&ED credit that, if passed, would provide a one-time retroactive benefit to operating income in the year of enactment and would provide a corresponding increase to the Company’s effective income tax rate. If passed as proposed, the tax law change would also provide an ongoing reduction in benefit to operating income and an additional corresponding increase to the Company's effective income tax rate in the year of enactment and beyond.10. EMPLOYEE BENEFIT PLANS
In accordance with the Company's policy, the undistributed earnings of the Company's non-U.S. subsidiaries remain indefinitely reinvested as of the end of 2014 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 27, 2014, the earnings of non-U.S. subsidiaries considered to bePension Plans

73


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


indefinitely reinvested totaled $271.0 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.
10. EMPLOYEE BENEFIT PLANS

Charles River Laboratories Employee Savings Plan
The Charles River Laboratories, Employee SavingsInc. Pension Plan (CRL Pension Plan) is a qualified, non-contributory defined benefit plan covering certain U.S. employees. Effective 2002, the plan was amended to exclude new participants from joining and in 2008 the accrual of benefits was frozen.
The Charles River Pension Plan is a defined contribution and defined benefit pension plan incovering 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 formplan was amended to exclude new participants from joining the defined benefit section of the plan and a qualified 401(k)defined contribution section was established for new entrants. Contributions under the defined contribution plan in which substantially all U.S. employees are eligible to participate upon employment. The plan contains a provision whereby the Company matchesdetermined as a percentage of employee contributions. Duringgross salary. In the fiscal years 2014, 2013fourth 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 Canada, France, Germany, Japan and 2012, the costs associated with this defined contribution plan totaled $4.9 million, $4.7 million and $4.4 million, respectively.

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'semployee’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'sCompany’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 Charles River Laboratories, Inc.CRL Pension Plan (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 costs associated with these plans, including the ESLIRP, for the fiscal years 2014, 20132017, 2016 and 20122015 totaled $3.3$2.3 million, $3.3$2.2 million and $2.9$2.6 million, respectively.

The Company has invested in several corporate-owned key-person life insurance policies as well as mutual funds and U.S. Treasury Securities with the intention of using these investments to fund the ESLIRP and the DCP. Participants have no interest in any such investments. AtAs of December 27, 201430, 2017 and December 28, 2013,31, 2016, the cash surrender value of these life insurance policies were $27.6$34.0 million and $26.5$29.5 million, respectively.

Post-Retirement Health and Life Insurance Plans
The Company's Montreal 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 27, 2014 and December 28, 2013, the accumulated benefit obligation related to the plan was $1.2 million and $1.1 million, respectively. The amounts included in other accumulated comprehensive income as well as expenses related to the plan were insignificant in the fiscal years 2014, 2013, and 2012.

Pension Plans
The CRL Pension Plan is a qualified, non-contributory defined benefit plan covering certain U.S. employees. Effective 2002, the plan was amended to exclude new participants from joining and in 2008 the accrual of benefits was frozen.
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.

74


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In addition, the Company has several defined benefit plans in certain other countries in which it maintains an operating presence, including Japan, Canada and France.
The following tables providetable provides a reconciliation of benefit obligations and plan assets of the Company'sCompany’s pension, plansDCP and supplemental post-retirement benefitESLIRP plans:
Pension Benefits 
Supplemental
Retirement Benefits
December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Change in projected benefit obligations: 
  
  
  
 
  
Benefit obligation at beginning of year$286,212
 $283,063
 $29,498
 $27,372
$379,942
 $345,220
Service cost3,397
 3,368
 758
 643
3,110
 2,453
Interest cost12,822
 11,273
 1,009
 708
11,642
 12,046
Benefit payments(9,002) (8,300) (722) (726)(9,665) (13,383)
Curtailment
 (279)
Settlements
 (5,499)
Plan amendments(1) 188
Transfer in from acquisition
 5,271
Actuarial loss (gain)50,550
 (4,276) 1,703
 1,501
(15,724) 71,006
Administrative expenses paid(459) (308) 
 
(698) (605)
Effect of foreign exchange(16,636) 1,392
 
 
24,358
 (36,476)
Benefit obligation at end of year326,884
 286,212
 32,246
 29,498
$392,964
 $379,942
Change in fair value of plan assets:          
Fair value of plan assets at beginning of year272,659
 238,672
 
 
$256,903
 $275,480
Actual return on plan assets25,630
 30,820
 
 
33,558
 23,388
Employer contributions6,874
 9,570
 722
 726
5,165
 10,551
Settlements
 (5,499)
Transfer in from acquisition
 508
Benefit payments(9,002) (8,300) (722) (726)(9,665) (13,383)
Premiums paid(459) (308) 
 
Administrative expenses paid(698) (605)
Effect of foreign exchange(14,412) 2,205
 
 
19,062
 (33,537)
Fair value of plan assets at end of year$281,290
 $272,659
 $
 $
$304,325
 $256,903
          
Net balance sheet liability$45,594
 $13,553
 $32,246
 $29,498
$88,639
 $123,039
          
Amounts recognized in balance sheet:          
Non-current assets$61
 $2,738
 $
 $
Noncurrent assets$1,169
 $
Current liabilities169
 72
 744
 789
1,228
 1,120
Non-current liabilities45,486
 16,219
 31,502
 28,709
Noncurrent liabilities88,580
 121,919
Amounts recognized in accumulated other comprehensive income:loss related to the Company’s pension, DCP and ESLIRP plans are as follows:
Pension Benefits 
Supplemental
Retirement Benefits
Fiscal Year Ended Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 27, 2014 December 28, 20132017 2016
(in thousands)(in thousands)
Net actuarial loss$73,433
 $35,481
 $5,761
 $4,307
$94,705
 $123,743
Net prior service cost (credit)(5,388) (6,338) 
 660
(3,203) (3,300)
Net amount recognized$68,045
 $29,143
 $5,761
 $4,967
$91,502
 $120,443

75


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The accumulated benefit obligation and fair value of plan assets for the CompanyCompany’s pension, DCP and ESLIRP plans with accumulated benefit obligations in excess of plan assets are as follows:
Pension Benefits 
Supplemental
Retirement Benefits
December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Accumulated benefit obligation$299,127
 $81,117
 $29,994
 $27,938
$359,965
 $346,122
Fair value of plan assets267,026
 68,430
 
 
285,609
 242,172
The projected benefit obligation and fair value of plan assets for the CompanyCompany’s pension, DCP and ESLIRP plans with projected benefit obligations in excess of plan assets are as follows:
Pension Benefits 
Supplemental
Retirement Benefits
December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013December 30, 2017 December 31, 2016
(in thousands)(in thousands)
Projected benefit obligation$326,731
 $99,671
 $32,246
 $29,498
$381,960
 $379,942
Fair value of plan assets281,075
 83,379
 
 
292,152
 256,903
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:
Pension
Benefits
 
Supplemental
Retirement
Benefits
December 30, 2017
(in thousands)(in thousands)
Amortization of net actuarial loss$3,227
 $269
$3,007
Amortization of net prior service credit(602) 
(521)
Components of net periodic benefit cost:cost for the Company’s pension, DCP and ESLIRP plans are as follows:
Pension Benefits 
Supplemental
Retirement Benefits
Fiscal Year Ended Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 29, 2012 December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in thousands)(in thousands)
Service cost$3,397
 $3,368
 $3,729
 $758
 $643
 $640
$3,110
 $2,453
 $4,293
Interest cost12,822
 11,273
 11,289
 1,009
 708
 892
11,642
 12,046
 12,974
Expected return on plan assets(17,444) (14,672) (13,799) 
 
 
(14,249) (14,164) (16,987)
Amortization of prior service cost (credit)961
 2,711
 2,461
 250
 249
 260
(496) (292) (581)
Amortization of net loss (gain)(637) (603) (609) 660
 660
 660
3,845
 2,003
 3,198
Curtailment
 (279) 
Settlements
 788
 
Net periodic cost (benefit)$(901) $2,077
 $3,071
 $2,677
 $2,260
 $2,452
$3,852
 $2,555
 $2,897

Assumptions

Weighted-average assumptions used to determine projected benefit obligations are as follows:
76

 December 30, 2017 December 31, 2016
Discount rate2.82% 3.01%
Rate of compensation increase3.16% 3.25%

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Assumptions
Weighted-average assumptions used to determine projected benefit obligations:
 Pension Benefits 
Supplemental
Retirement Benefits
 December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013
Discount rate3.79% 4.54% 3.34% 3.47%
Rate of compensation increase3.19% 3.39% 3.00% 3.00%
Weighted-average assumptions used to determine net periodic benefit cost:cost are as follows:
Pension Benefits 
Supplemental
Retirement Benefits
December 27, 2014 December 28, 2013 December 29, 2012 December 27, 2014 December 28, 2013 December 29, 2012December 30, 2017 December 31, 2016 December 26, 2015
Discount rate4.54% 4.13% 4.47% 3.47% 2.63% 3.42%3.01% 3.89% 3.75%
Expected long-term return on plan assets6.41% 6.27% 6.55% 
 
 
5.41% 5.83% 6.24%
Rate of compensation increase3.39% 3.04% 3.12% 3.00% 2.50% 2.50%3.25% 3.17% 3.18%
A 0.5% decrease in the expected rate of return would increase annual pension expense by $1.4$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'sCompany’s common stock atas of December 27, 201430, 2017 or December 28, 2013.31, 2016. The weighted-average target asset allocations are approximately 49.7%45.0% to equity securities, approximately 31.2%17.9% to fixed income securities and approximately 19.1%37.1% to other securities.
The fair value of the Company'sCompany’s pension plan assets by asset category are as follows:
 December 27, 2014 December 28, 2013
 
Level 1
 
Level 2
 
Level 3
 Total 
Level 1
 
Level 2
 
Level 3
 Total
 (in thousands)
Cash$1
 $
 $
 $1
 $1,004
 $
 $
 $1,004
Equity securities(a)
80,692
 5,126
 
 85,818
 97,857
 5,059
 
 102,916
Debt securities(b) 
69,716
 3,232
 
 72,948
 62,717
 3,487
 
 66,204
Mutual funds(c)
67,079
 53,330
 
 120,409
 65,152
 35,610
 
 100,762
Other297
 46
 1,771
 2,114
 299
 48
 1,426
 1,773
Total$217,785
 $61,734
 $1,771
 $281,290
 $227,029
 $44,204
 $1,426
 $272,659
(a)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.
(b)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.
(c)This category comprises mutual funds valued at the net asset value of shares held at year end.

 December 30, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (in thousands)
Cash$564
 $
 $
 $564
 $108
 $
 $
 $108
Equity securities(1)
88,854
 
 
 88,854
 63,348
 6,252
 
 69,600
Debt securities(2) 
18,485
 4,117
 
 22,602
 59,294
 3,269
 
 62,563
Mutual funds(3)
74,708
 66,656
 
 141,364
 64,698
 56,596
 
 121,294
Other (4)
472
 48,713
 1,756
 50,941
 1,318
 586
 1,434
 3,338
Total$183,083
 $119,486
 $1,756
 $304,325
 $188,766
 $66,703
 $1,434
 $256,903
(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.
(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.
The activity within the Level 3 pension plan assets was insignificantnon-significant during the periods presented.
During the fiscal year ended 2014,2017, the Company contributed $6.4$4.1 million to the pension plans and expects to contribute $6.1approximately $7.6 million to its pension planplans in 2015.fiscal year 2018.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligation atas of December 27, 2014.30, 2017. Benefit payments will depend on future employment and compensation levels, among other factors, and

77


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 the fiscal years thereafter, are as follows:
 
Pension
Benefits
 
Supplemental
Retirement Benefits
 (in thousands)
2015$6,811
 $759
20166,832
 13,090
20177,194
 740
20188,384
 727
20198,700
 7,147
2020-202457,116
 11,286
Fiscal Year Pension Plans
  (in thousands)
2018 $8,905
2019 9,181
2020 9,623
2021 33,623
2022 10,243
Thereafter 68,838
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 30, 2017 and December 31, 2016, the accumulated benefit obligation related to the plan was $1.4 million and $1.2 million, respectively. The amounts included in other accumulated comprehensive income as well as expenses related to the plan were non-significant for fiscal years 2017, 2016 and 2015.
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 2017, 2016 and 2015, the costs associated with this defined contribution plan totaled $11.6 million, $6.2 million and $5.3 million, respectively.

11. STOCK PLANS AND STOCK BASEDSTOCK-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, RSUs, and PSUs.
During 2014, 2013fiscal years 2017, 2016 and 2012,2015, 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 incrementally, typically over 3 to 4 years; and generallytypically expire 75 to 107 years from date of grant.
Restricted stock, which entitle the holder to receive at no cost, a specified number of sharesis an award of common stock that vests incrementally,issued on the grant date and subject to vesting, typically over 32 to 4 years. With respect to restricted stock units, recipientsRecipients 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.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'sCompany’s shareholders approved the 2007 Incentive Plan, which was amended in 2009, 2011, 2013 and 20132015 (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, 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 2007 continue in accordance with the terms of the respective plans.
At
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 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 2016 continue in accordance with the terms of the respective plans.
As of December 27, 2014,30, 2017, approximately 19.94.4 million shares were authorized for future grants under the Company'sCompany’s share-based compensation plans. The Company settles employee share-based compensation awards with newly issued shares. The following table provides the financial statement line items in which stock-based compensation is reflected:

78

 Fiscal Year
 2017 2016 2015
 (in thousands)
Cost of revenue (excluding amortization of intangible assets)$6,509
 $6,508
 $6,511
Selling, general and administrative37,494
 37,134
 33,611
Stock-based compensation, before income taxes44,003
 43,642
 40,122
Provision for income taxes(13,428) (15,548) (14,225)
Stock-based compensation, net of income taxes$30,575
 $28,094
 $25,897
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.
The Company capitalized no stock-based compensation related costs for fiscal years 2017, 2016 and 2015.
Stock Options
The following table summarizes stock option activity under the Company’s stock-based compensation plans:

 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 31, 20161,970
 $60.82
    
Options granted603
 $88.35
    
Options exercised(742) $52.41
    
Options canceled(57) $76.78
    
Options outstanding as of December 30, 20171,774
 $73.19
 3.2 $64,274
Options exercisable as of December 30, 2017469
 $56.19
 2.3 $24,958
Options expected to vest as of December 30, 20171,304
 $79.30
 3.5 $39,315
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 Fiscal Year Ended
 December 27, 2014
 December 28, 2013
 December 29, 2012
 (in thousands)
Stock-based compensation expense included in:     
Cost of revenue$5,382
 $5,381
 $5,470
Selling, general and administrative25,653
 19,161
 16,385
Stock-based compensation expense, before income taxes31,035
 24,542
 21,855
Provision for income taxes(11,006) (8,658) (7,793)
After-tax effect of stock-based compensation expense$20,029
 $15,884
 $14,062

The Company capitalized no stock-based compensation related costs for the fiscal years 2014, 2013 and 2012.

The Company's pool of excess tax benefits, which is computed in accordance with the long form method, was $10.8 million as of December 27, 2014, $7.3 million as of December 28, 2013 and $9.6 million as of December 29, 2012. During the fiscal year 2014, the Company recorded a tax benefit of $4.3 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 $1.1 million in 2013. Additionally, in the fiscal year 2014, the windfall tax benefit was reduced by $1.6 million due to the utilization of foreign tax credits.

Stock Options
The following table summarizes stock option activities 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 28, 20133,768,733
 $40.81
    
Options granted568,615
 $57.82
    
Options exercised(1,733,293) $42.46
    
Options canceled(50,820) $45.03
    
Options outstanding as of December 27, 20142,553,235
 $43.39
 3.9 $53,383
Options exercisable as of December 27, 20141,149,763
 $39.92
 2.3 $28,034
Options expected to vest as of December 27, 20141,200,470
 $45.95
 5.1 $22,016
The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Fiscal Year EndedFiscal Year
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
Expected life (in years)4.2
 4.2
 4.5
3.6
 3.6
 3.6
Expected volatility30% 33% 35%24% 25% 28%
Risk-free interest rate1.55% 0.80% 0.84%1.6% 1.2% 1.1%
Expected dividend yield
 
 
0% 0% 0%
The weighted-average grant date fair value of stock options granted was $15.19, $11.17$18.33, $15.12 and $10.94$17.24 for the fiscal years 2014, 20132017, 2016 and 2012,2015, respectively.
As of December 27, 2014,30, 2017, the unrecognized compensation cost related to unvested stock options expected to vest was $11.5 million.$12.7 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.42.3 years.

79


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The total intrinsic value of options exercised during the fiscal years ending December 27, 2014, December 28, 20132017, 2016 and December 29, 20122015 was $30.5$30.0 million,, $24.7 $23.0 million and $5.1$28.3 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the grant dateexercise price.
Restricted Stock and Restricted Stock Units
The following table summarizes the restricted stock and restricted stock units activity for the fiscal year 2014:2017:
Restricted Stock Weighted
Average
Grant Date
Fair Value
 Restricted Stock and Restricted Stock Units Weighted
Average
Grant Date
Fair Value
(in thousands)  (in thousands)  
December 28, 20131,096,550
 $36.44
December 31, 2016515
 $67.62
Granted479,104
 58.87
253
 $88.86
Vested(362,770) 38.21
(223) $60.82
Canceled(25,034) 41.51
(31) $77.43
December 27, 20141,187,850
 $46.83
December 30, 2017514
 $80.45
As of December 27, 2014,30, 2017, the unrecognized compensation cost related to shares of unvested restricted stock and restricted stock unitsRSUs expected to vest was $40.0$24.2 million,, which is expected to be recognized over an estimated weighted-average amortization period of 2.2 years.2.3 years. The total fair value of restricted stock and restricted stock unitRSU grants that vested during the fiscal years 2014, 20132017, 2016 and 20122015 was $13.9$13.6 million,, $15.1 $14.6 million and $10.4$15.7 million,, respectively.
Performance Based Stock Award Program
In the fiscal years 2014 and 2013, theThe Company issuedissues 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'sCompany’s financial performance. Certain awards are further adjusted based on a market condition, which is calculated based on the Company'sCompany’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:
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
 Fiscal Year Ended
 December 27, 2014
 December 28, 2013
PSUs granted214,823
 163,847
Weighted average per share fair value$67.82 $44.47
Key Assumptions:   
Expected volatility29% 32%
Risk-free interest rate0.63% 0.38%
Expected dividend yield% %
20 trading day average stock price on grant date13.1% 6.9%
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In April 2014, the Company also issued 5,800 PSUs using a fair value per share of $61.25. These PSUs vest upon the achievement of certain revenue growth targets.

 Fiscal Year
 2017 2016 2015
PSUs granted197,645
 190,628
 148,900
Weighted average per share grant date fair value$99.96
 $80.38
 $88.62
Key Assumptions:     
Expected volatility26% 24 % 23%
Risk-free interest rate1.34% 0.91 % 0.96%
Expected dividend yield0% 0 % 0%
20 trading day average stock price on grant date17.7% (4.8)% 20.6%
The maximum amount of common shares to be issued upon vesting of these PSUs is approximately 763,000.0.3 million. For the fiscal years 20142017, 2016 and 2013,2015, the Company recognized stock-based compensation related to these PSUs of $8.5$18.9 million, $19.7 million and $2.2$14.7 million,, respectively. The total fair value of PSUs that vested during fiscal years 2017, 2016 and 2015 was $14.4 million, $18.0 million and $6.6 million, respectively.
In fiscal year 2017 and 2016, the Company also issued approximately 15,000 and 18,000 PSUs using a weighted-average grant date fair value per share of $88.05 and $73.70, respectively. These PSUs vest upon the achievement of financial targets and other performance measures.

12. FOREIGN CURRENCY CONTRACTS
The Company enters into foreign exchange forward contracts to limit its foreign currency exposure related to intercompany loans that are not of a long-term investment nature. These contracts are recorded at fair value in the Company’s consolidated balance sheets and are not designated as hedging instruments. Any gains or losses on such contracts are immediately recognized in other income, net, and are largely offset by the remeasurement of the underlying intercompany loan balances.
The Company did not have any foreign currency contracts open as of December 30, 2017 and December 31, 2016.
The following table summarizes gains recognized on foreign exchange forward contracts related to intercompany loans denominated in Euros on the Company’s consolidated statements of income:
  Fiscal Year
Location of Gain 201720162015
  (in thousands)
Other income, net $
$3,373
$(4,917)
13. COMMITMENTS AND CONTINGENCIES

Operating Leases
The Company rents laboratory and office space, land, vehicles and certain equipment under non-cancelablenon-cancellable operating leases. These lease agreements contain various clauses for renewal at the Company'sCompany’s option and, in certain cases, rent escalation

80


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


clauses. Rental expense under these leases amounted to $14.2$26.3 million, $16.7$21.8 million and $18.2$23.4 million in the fiscal years 2014, 20132017, 2016 and 2012,2015, 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 27, 2014,30, 2017, minimum rental commitments under non-cancelablenon-cancellable leases, net of income from subleases, for each of the next five years and total thereafter were as follows:
Minimum lease payments Minimum Lease Payments
(in thousands) (in thousands)
2015$12,102
20169,854
20177,331
20184,284
 $25,361
20193,577
 23,177
2020 20,725
2021 16,480
2022 13,203
Thereafter7,769
 45,159
Total$44,917
 $144,105
Insurance
The Company maintains variouscertain insurance policies that maintain large deductibles up to $0.5approximately $5.0 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 $0.5$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 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 is cooperating with these agencies to ensure the proper repayment and resolution of this matter. The Company identified approximately $1.5 million in excess amounts billed on these contracts since January 1, 2007 and reserved such amount.  Because of the early stage of discussions with the government and complex nature of this matter, the Company believes that it is reasonably possible that additional losses may be incurred. However, it cannot at this time estimate the potential range of loss beyond the current reserve of $1.5 million. 
In July 2012, a Mauritius supplier of large animal models submitted an Application for Arbitration with The Permanent Secretariat, The Permanent Court of Arbitration, The Mauritius Chamber of Commerce and Industry in Port Louis, Mauritius.  The supplier asserted that the Company failed to pay certain invoices and the supplier was therefore permitted to terminate the supply agreement.  The Company filed a counterclaim asserting that the supplier had failed to meet its contractual obligations under the supply agreement.  The arbitration hearing relating to this contract dispute took place in Mauritius from August 2013 and final arguments were presented in March 2014. In May 2014 and August 2014, the arbitrator issued the final rulings, ordering the Company to pay the supplier (1) the sum of $1.2 million and (2) all of the supplier's arbitration costs, in each case with interest. In September 2014, the Company paid the supplier $1.6 million in accordance with the arbitration ruling.

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 material costs to defend lawsuits or settle claims related to these indemnification provisionsprovisions. 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 $90.3 million as of December 30, 2017.
14. 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 Company plans to close its RMS production facility in Maryland before the end of 2018 and consolidate production in other than guarantiesfacilities. Additionally, the Company will reduce its workforce at various other global RMS facilities during 2018.
The following table presents a summary of severance and transition costs, and asset impairments and accelerated depreciation (referred to as restructuring costs) related to this initiative by classification within the consolidated statements of income for the year ended December 30, 2017.

81


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Phase I clinical business. See Note 14, “Discontinued Operations.” As
 Severance and Transition Costs Asset Impairments and Accelerated Depreciation Total
 (in thousands)
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
Total restructuring costs related to this initiative in 2017 and 2018 are expected to be between $24.5 million and $26.0 million, of which $18.0 million to $18.5 million relate to estimated asset impairments and accelerated depreciation, and $6.5 million to $7.5 million relate to employee separation and facility exit costs, including accelerated lease obligations. All of the costs are recorded in the RMS reportable segment. The majority of the costs are non-cash and were incurred in the fourth quarter of 2017. The cash portion of the costs are not expected to exceed $8 million. The Company’s existing lease obligation continues through 2028.
Other Restructuring Initiatives
In recent fiscal years, the Company has undertaken productivity improvement initiatives at various locations across all reportable segments across the U.S., Europe, and Japan. This includes workforce reductions, 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 result,summary of restructuring costs related to these initiatives by classification within the estimated fair valueconsolidated statements of income for the years ended 2017, 2016, and 2015.
 2017
 Severance and Transition Costs Asset Impairments and Accelerated Depreciation Total
 (in thousands)
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
 2016
 Severance and Transition Costs Lease Obligations Asset Impairments and Accelerated Depreciation Total
 (in thousands)
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
 2015
 Severance and Transition Costs Asset Impairments and Accelerated Depreciation Total
 (in thousands)
Cost of services provided and products sold (excluding amortization of intangible assets)$735
 $1,833
 $2,568
Selling, general and administrative5,438
 
 5,438
Total$6,173
 $1,833
��$8,006
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents restructuring costs by reportable segment for these obligations, other thanproductivity improvement initiatives:
 Fiscal Year
 2017 2016 2015
 (in thousands)
RMS$291
 $759
 $3,171
DSA1,604
 17,114
 1,068
Manufacturing2,883
 6
 1,639
Unallocated corporate
 
 2,128
Total$4,778
 $17,879
 $8,006
The following table provides a rollforward for all of the Company’s severance and transition costs, and lease obligation liabilities related to restructuring activities:
 December 30, 2017 December 31, 2016 December 26, 2015
 (in thousands)
Beginning balance$8,102
 $2,969
 $2,666
Expense4,278
 13,070
 6,173
Payments / utilization(6,103) (7,667) (5,820)
Foreign currency adjustments579
 (270) (50)
Ending balance$6,856
 $8,102
 $2,969
As of December 30, 2017 and December 31, 2016, $3.0 million and $4.1 million of severance and other personnel related costs liabilities and lease obligation liabilities, respectively, were included in accrued compensation and accrued liabilities within the Phase I clinical business, is minimal.Company’s consolidated balance sheets and $3.9 million and $4.0 million, respectively, were included in other long-term liabilities within the Company's consolidated balance sheets.


13. BUSINESS15. SEGMENT AND GEOGRAPHIC INFORMATION
The Company revised its reportable segments during 2014fiscal year 2016 to align with its view of the business following its acquisition of Argenta and BioFocus. SeeWIL Research. For a description of the Company’s three reportable segments, see Note 1, "Description“Description of Business and Summary of Significant Accounting Policies." The Company” Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported segment results on this basis retrospectively for all comparable prior periods.to the Company’s Chief Operating Decision Maker.
The following table presents revenue and other financial information by reportable segment.segment:
Fiscal Year Ended 
December 27, 2014 December 28, 2013 December 29, 20122017 2016 2015
(in thousands)(in thousands)
Research Models and Services     
RMS     
Revenue$507,327
 $511,350
 $521,633
$493,615
 $494,037
 $470,411
Gross margin190,092
 179,493
 198,291
Operating income121,376
 116,737
 143,783
114,712
 136,365
 120,973
Total assets375,415
 460,594
 411,874
Long-lived assets138,021
 161,027
 172,641
Depreciation and amortization27,512
 41,837
 26,725
19,627
 20,853
 22,526
Capital expenditures18,749
 16,717
 27,077
20,879
 11,642
 17,398
Discovery and Safety Assessment   
  
DSA   
  
Revenue$538,218
 $432,378
 $408,908
$980,022
 $836,593
 $612,173
Gross margin150,970
 106,766
 97,908
Operating income69,749
 47,413
 35,688
184,063
 138,157
 121,981
Total assets1,088,171
 766,243
 760,370
Long-lived assets408,280
 394,741
 414,584
Depreciation and amortization47,138
 37,720
 41,001
79,355
 71,816
 46,812
Capital expenditures19,759
 12,561
 10,051
36,616
 27,493
 30,333
Manufacturing Support     
Manufacturing     
Revenue$252,117
 $221,800
 $198,989
$383,964
 $350,802
 $280,718
Gross margin131,598
 108,643
 95,882
Operating income78,620
 61,227
 57,519
123,903
 104,543
 74,675
Total assets274,952
 246,467
 228,804
Long-lived assets71,367
 66,352
 64,254
Depreciation and amortization14,092
 17,079
 13,549
22,893
 25,566
 18,129
Capital expenditures15,541
 9,876
 10,407
15,188
 12,247
 9,814

A reconciliation of segment operating income to consolidated operating income is as follows:

82


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For fiscal years ended 2017, 2016 and 2015, reconciliations of segment operating income and capital expenditures to the respective consolidated amounts are as follows:

 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012

(in thousands)
Total segment operating income$269,745
 $225,377
 $236,990
Unallocated corporate overhead(92,075) (73,976) (71,225)
Consolidated operating income$177,670
 $151,401
 $165,765
 Operating Income Capital Expenditures
 Fiscal Year Fiscal Year
 2017 2016 2015 2017 2016 2015
 (in thousands)
Total reportable segments$422,678
 $379,065
 $317,629
 $72,683
 $51,382
 $57,545
Unallocated corporate(135,180) (141,646) (111,180) 9,748
 3,906
 5,707
Total consolidated$287,498
 $237,419
 $206,449
 $82,431
 $55,288
 $63,252


Revenue for each significant product or service offering is as follows:

follows:
 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Research Models and Services$507,327
 $511,350
 $521,633
Discovery and Safety Assessment538,218
 432,378
 408,908
   Endotoxin and Microbial Detection132,208
 112,918
 93,622
     Other manufacturing support119,909
 108,882
 105,367
Manufacturing Support252,117
 221,800
 198,989
Total revenue$1,297,662
 $1,165,528
 $1,129,530
 Fiscal Year
 2017 2016 2015
 (in thousands)
RMS$493,615
 $494,037
 $470,411
DSA980,022
 836,593
 612,173
Manufacturing383,964
 350,802
 280,718
Total revenue$1,857,601
 $1,681,432
 $1,363,302

A summary of unallocated corporate overheadexpense consists of the following:following:
 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Stock-based compensation expense$18,474
 $13,411
 $11,724
Salary, bonus and fringe30,838
 23,446
 20,312
Consulting, audit and professional services13,431
 8,666
 7,453
IT related expenses6,528
 11,646
 12,622
Depreciation expense7,703
 6,334
 6,260
Costs associated with evaluation and integration of acquisitions6,285
 1,752
 3,772
Other general unallocated corporate expenses8,816
 8,721
 9,082
Total unallocated corporate overhead costs$92,075
 $73,976
 $71,225
 Fiscal Year
 2017 2016 2015
 (in thousands)
Stock-based compensation$27,114
 $27,272
 $25,751
Compensation, benefits, and other employee-related expenses49,100
 39,189
 33,026
External consulting and other service expenses22,224
 23,421
 15,418
Information technology11,997
 13,233
 8,400
Depreciation9,284
 8,423
 7,414
Acquisition and integration3,728
 15,608
 11,644
Other general unallocated corporate11,733
 14,500
 9,527
Total unallocated corporate expense$135,180
 $141,646
 $111,180
Other general unallocated corporate expenses consistexpense consists of various departmental costs including those associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.

83


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents revenuesRevenue and other financial informationlong-lived assets by geographic locations of our businesses. area are as follows:
 U.S. Europe Canada Asia Pacific Other Consolidated
 (in thousands)
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
2015          

Revenue$659,466
 $435,491
 $172,349
 $95,996
 $
 $1,363,302
Long-lived assets402,238
 159,445
 77,535
 38,741
 
 677,959
Included in the other non-U.S.Asia Pacific category belowabove are operations located in China, Japan, Korea, Australia, Singapore, and India. Included in the Other category above are operations located in Israel and Brazil. 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.
 U.S. Europe Canada Japan Other Non-U.S. Consolidated
 (in thousands)
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
2013           
Revenue$551,340
 $353,688
 $162,404
 $59,370
 $38,726
 $1,165,528
Long lived assets447,829
 130,855
 109,811
 30,589
 19,062
 738,146
2012           
Revenue$534,817
 $341,550
 $160,004
 $77,707
 $15,452
 $1,129,530
Long lived assets476,927
 122,351
 124,302
 39,642
 2,457
 765,679

14. DISCONTINUED OPERATIONS
In 2011, the Company disposed of its Phase I clinical business, though the Company remained the guarantor of a facility lease with a term through January 2021. The Company recorded a liability for the Company's obligation under the lease, net of estimated sublease income, and reflected the liability on the consolidated balance sheet as discontinued operations. In 2012, due to an increased probability that the Company would be required to make future lease payments as guarantor, the Company recorded an additional contingent loss of $7.2 million. In 2013, the buyer of the Company's Phase I clinical business filed for Chapter 11 bankruptcy, resulting in an additional charge of $1.3 million. Effective July 2013, the Company assumed control of the leased property and assumed obligations under the lease consistent with the guarantee. As of December 27, 2014, the remaining lease payments amounted to $10.0 million.
Operating results from discontinued operations are as follows:
 Fiscal Year Ended
 December 27, 2014 December 28, 2013 December 29, 2012
 (in thousands)
Loss from operations of discontinued businesses, before income taxes$(2,712) $(2,035) $(6,986)
Benefit for income taxes(986) (770) (2,734)
Loss from operations of discontinued businesses, net of income taxes$(1,726) $(1,265) $(4,252)

84


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



15.16. SELECTED QUARTERLY FINANCIAL DATA (unaudited)

The following table contains quarterly financial information for fiscal years 20142017 and 2013.2016. 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)
Fiscal Year Ended December 27, 2014(in thousands)
(in thousands, except per share amounts)
Fiscal Year 2017 
Total revenue$299,368
 $341,179
 $327,567
 $329,548
$445,763
 $469,129
 $464,232
 $478,477
Gross profit108,813
 125,634
 118,268
 119,945
Gross profit (2)
171,699
 185,662
 177,204
 167,749
Operating income39,706
 51,025
 46,172
 40,767
69,472
 81,310
 73,984
 62,732
Income from continuing operations, net of income tax32,628
 36,460
 32,300
 28,536
Income (loss) from discontinued operations, net of income tax(270) (644) 52
 (864)
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$0.98
 $1.14
 $1.11
 $(0.63)
Discontinued operations$
 $
 $
 $
Net income (loss) attributable to common shareholders$0.98
 $1.13
 $1.11
 $(0.63)
Diluted:       
Continuing operations attributable to common shareholders$0.97
 $1.12
 $1.09
 $(0.63)
Discontinued operations$
 $
 $
 $
Net income (loss) attributable to common shareholders$0.97
 $1.12
 $1.08
 $(0.63)
Fiscal Year 2016       
Total revenue$354,868
 $434,055
 $425,720
 $466,789
Gross profit (2)
140,768
 169,747
 156,270
 179,881
Operating income51,472
 58,061
 58,795
 69,091
Net income attributable to common shareholders32,232
 35,264
 32,036
 $27,166
37,143
 35,207
 37,735
 44,680
Earnings (loss) per common share:       
Earnings per common share       
Basic:              
Continuing operations attributable to common shareholders$0.69
 $0.76
 $0.70
 $0.60
$0.80
 $0.75
 $0.79
 $0.95
Discontinued operations(0.01) (0.01) 
 (0.02)$
 $
 $0.01
 $
Net income attributable to common shareholders$0.68
 $0.75
 $0.70
 $0.58
$0.80
 $0.75
 $0.80
 $0.95
Diluted:              
Continuing operations attributable to common shareholders$0.67
 $0.75
 $0.68
 $0.59
$0.78
 $0.73
 $0.78
 $0.93
Discontinued operations(0.01) (0.01) 
 (0.02)$
 $
 $0.01
 $
Net income attributable to common shareholders$0.67
 $0.74
 $0.68
 $0.57
$0.78
 $0.73
 $0.79
 $0.93
Fiscal Year Ended December 28, 2013       
Total revenue$291,238
 $292,933
 $292,129
 $289,228
Gross profit104,211
 102,570
 99,926
 88,195
Operating income42,763
 43,188
 40,843
 24,607
Income from continuing operations, net of income tax25,926
 28,628
 31,336
 19,526
Loss from discontinued operations, net of income tax(155) (915) (113) (82)
Net income attributable to common shareholders$25,578
 $27,284
 $30,867
 $19,099
Earnings (loss) per common share:       
Basic:       
Continuing operations attributable to common shareholders$0.54
 $0.58
 $0.65
 $0.41
Discontinued operations
 (0.02) 
 
Net income attributable to common shareholders$0.54
 $0.57
 $0.64
 $0.41
Diluted:       
Continuing operations attributable to common shareholders$0.53
 $0.58
 $0.64
 $0.40
Discontinued operations
 (0.02) 
 
Net income attributable to common shareholders$0.53
 $0.56
 $0.64
 $0.40
(1) Net loss attributable to common shareholders includes the amounts recorded due to U.S. Tax Reform. See Note 9.
(1) Net loss attributable to common shareholders includes the amounts recorded due to U.S. Tax Reform. See Note 9.
(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. SUBSEQUENT EVENT
MPI Research
On February 12, 2018, the Company entered into a definitive agreement to acquire MPI Research, a non-clinical CRO providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. Acquiring MPI Research will enhance 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 transaction is expected to close early in the second quarter of 2018, subject to regulatory approvals and customary closing conditions. The preliminary purchase price will be approximately $800 million in cash, subject to customary closing adjustments. The acquisition and associated fees are expected to be financed through an expansion of the Company’s credit facility and cash. The Company entered into a commitment letter, pursuant to which the Company will be provided up to $830 million under a bridge loan facility. The Company is evaluating fixed-rate debt financing alternatives which could be used to finance the acquisition and for general corporate purposes. In the
85CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


event the agreement is terminated under specified circumstances, the Company may be required to pay a termination fee of $48 million, increasing to $56 million based on other specific circumstances. This business is expected to be reported as part of the Company’s DSA reportable segment.





Item 9.    Changes in and Disagreement 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'sCompany’s principal executive officer and principal financial officer have concluded that the Company'sCompany’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 27, 201430, 2017, 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'sCompany’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 27, 2014.30, 2017.

We have excluded the Brains On-Line business acquisition completed during fiscal year 2017 from the assessment of the effectiveness of internal control over financial reporting as of December 30, 2017. The acquired business is a wholly-owned subsidiary whose total assets and total revenue each represent less than 1.0% of the related consolidated financial statement amounts as of and for fiscal year ended December 30, 2017.
The effectiveness of our internal control over financial reporting as of December 27, 201430, 2017, has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which is included herein.appears in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

(b) Changes in Internal Controls
(b)
Changes in Internal Controls
During the fourth quarter of 2017, the Company continued to execute a plan to centralize certain accounting transaction processing functions to internal shared service centers. There were no other material changes in the Company'sCompany’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 ended December 27, 2014of 2017 that materially affected, or were reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.

Item 9B.    Other Information
None.


PART III


86



Item 10.    Directors, Executive Officers and Corporate Governance

A.    Directors and Compliance with Section 16(a) of the Exchange Act
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 20152018 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 20152018 Proxy Statement under the section captioned “Corporate Governance” and is incorporated herein by reference thereto.
B.Our Executive Officers
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 “Supplementary Item. Executive Officers of the Registrant pursuant to Instruction 3 to Item 401(b) of Regulation S-K.”“Item 1. Business”
C.Audit Committee Financial Expert
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 20152018 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
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.ir.criver.com. We will provide to any person, without charge, a copy of our Code of Business Conduct and Ethics by requestingEthics. To obtain a copy, fromplease mail a request to the Secretary, Charles River Laboratories, 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
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 20152018 Proxy Statement under the sections captioned “2014“2017 Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation and Related Information,” “Compensation Committee Interlocks and Insider Participation” and “Report of Compensation Committee”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 20152018 Proxy Statement under the sections captioned “Beneficial Ownership of Securities” and “Equity Compensation Plan Information” and is incorporated herein by reference thereto.

87



Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes, as of December 27, 2014, the number of options issued under the Company's stock option plans and the number of options available for future issuance under these plans.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
 
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
 
 (a) (b) (c) 
Equity compensation plan approved by security holders:      
Charles River 2000 Incentive Plan61,779
 $47.56
 1,196,405
 
Charles River 1999 Management Incentive Plan
 $
 6,000
 
2007 Incentive Plan2,491,456
 $43.28
 18,664,000
 
Equity compensation plans not approved by security holders
 
 
 
Total2,553,235
(1) 
 19,866,405
(2)
____________________________
(1)None of the options outstanding under any of our equity compensation plans include rights to any dividend equivalents (i.e., a right to receive from us a payment commensurate to dividend payments received by holders of our common stock or our other equity instruments).
(2)On March 22, 2007, the Board of Directors determined that, upon approval of the 2007 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans, including the Charles River 1999 Management Incentive Plan and the Charles River 2000 Incentive Plan. Shareholder approval was obtained on May 8, 2007. Previously, on February 28, 2005, the Board of Directors terminated the Inveresk 2002 Stock Option Plan to the extent that no further awards would be granted thereunder.
The following table provides additional information regarding the aggregate issuances under our existing equity compensation plans as of December 27, 2014:
Category
Number of securities
outstanding
 
Weighted average
exercise price
 
Weighted
average term
 (a) (b) (c)
Total number of restricted shares outstanding(1)
803,380
    
Total number of options outstanding2,553,235
 $43.39
 3.9
Total number of performance units outstanding384,470
    
____________________________
(1)
For purposes of this table, only unvested restricted stock as of December 27, 2014 is included. Also for purposes of this table only, the total includes 196,762 restricted stock units granted to certain of our employees outside of the U.S.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the 20152018 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 20152018 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


88



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.

89Item 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.
By:/s/ DAVID R. SMITH
David R. Smith
Date:February 17, 2015By:13, 2018
/s/ THOMAS F. ACKERMAN
Thomas F. Ackerman
Corporate Executive Vice President and
Chief Financial 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. FOSTERPresident,Chairman and Chief Executive Officer and ChairmanFebruary 17, 201513, 2018
 James C. Foster  
    
By:/s/ THOMAS F. ACKERMANDAVID R. SMITHCorporate Executive Vice President andFebruary 17, 201513, 2018
 Thomas F. AckermanDavid R. SmithChief Financial Officer 
    
By:/s/ JOHN J. CROWLEYMICHAEL G. KNELLCorporate Senior Vice President Corporate Controller and Chief Accounting OfficerFebruary 17, 201513, 2018
 John J. CrowleyMichael G. KnellChief Accounting Officer 
    
By:/s/ ROBERT J. BERTOLINIDirectorFebruary 17, 201513, 2018
 Robert J. Bertolini  
    
By:/s/ STEPHEN D. CHUBBDirectorFebruary 17, 201513, 2018
 Stephen D. Chubb  
    
By:/s/ GEORGE E. MASSARODEBORAH T. KOCHEVARDirectorFebruary 17, 201513, 2018
 George E. MassaroDeborah T. Kochevar  
    
By:/s/ DEBORAH KOCHEVARMARTIN MACKAYDirectorFebruary 17, 201513, 2018
 Deborah KochevarMartin Mackay
By:/s/ JEAN-PAUL MANGEOLLEDirectorFebruary 13, 2018
Jean-Paul Mangeolle
By:/s/ GEORGE E. MASSARODirectorFebruary 13, 2018
George E. Massaro  
    
By:/s/ GEORGE M. MILNE, JR.DirectorFebruary 17, 201513, 2018
 George M. Milne, Jr.  
    
By:/s/ C. RICHARD REESEDirectorFebruary 17, 201513, 2018
 C. Richard Reese  
    
By:/s/ CRAIG BB. THOMPSONDirectorFebruary 17, 201513, 2018
 Craig B. Thompson  
    
By:/s/ RICHARD F. WALLMANDirectorFebruary 17, 201513, 2018
 Richard F. Wallman  


90



EXHIBIT INDEX
Exhibit No.DescriptionFiled with this Form 10-KIncorporated by ReferenceDescriptionFiled with this Form 10-KIncorporation by Reference
FormFiling DateExhibit No.FormFiling DateExhibit No.
2.1


 8-KFebruary 13, 20182.1
2.2

 8-KFebruary 13, 20182.2
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
3.2Third Amended and Restated By-laws of Charles River Laboratories International, Inc. 8-KDecember 2, 20143.2 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-1June 23, 20004.1
4.2Charles River Laboratories International, Inc. Form of Performance Share Unit Granted Under 2007 Incentive Plan 10-KFebruary 27, 20134.4 10-KFebruary 27, 20134.4
4.3 10-KFebruary 14, 20174.3
10.1*Charles River Corporate Officer Separation Plan dated April 30, 2010 10-QAugust 3, 201010.1 10-KFebruary 17, 201510.13
10.2* 10-QAugust 3, 201610.1
10.3*Charles River Laboratories International, Inc. 2000 Incentive Plan amended May 9, 2005 10-KMarch 14, 200610.7 10-KFebruary 20, 200810.17
10.4* 10-KFebruary 14, 201710.4
10.5*Form of change in control agreement 10-KFebruary 23, 200910.7 10-KFebruary 20, 200810.18
10.6*Executive Incentive Compensation Plan dated January 1, 2009 10-KFebruary 23, 200910.8 10-KFebruary 14, 201710.6
10.7* 10-KFebruary 14, 201710.7
10.8* 10-QAugust 3, 201010.1
10.9* 10-KFebruary 23, 200910.7
10.10*Charles River Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan 10-KMarch 9, 200510.23 10-KFebruary 12, 201610.4
10.11*
Charles River Laboratories amended and restated Deferred Compensation Plan amended December 2, 2008, July 20, 2011 and October 27, 2011
 10-KFebruary 27, 201210.11 10-QMay 4, 201610.1
10.12Charles River Laboratories International, Inc. Fifth Amended and Restated Credit Agreement dated May 29, 2013 10-QJuly 31, 201310.1
10.12* 10-KMarch 9, 200510.23
10.13*Charles River Laboratories International, Inc. 2007 Incentive Plan, as amendedX  10-KFebruary 27, 201210.11
10.14*Charles River Laboratories International, Inc. Form of Stock Option granted under 2007 Incentive Plan 10-KFebruary 20, 200810.17 10-QAugust 7, 201210.1
10.15*Charles River Laboratories International, Inc. Form of Restricted Stock Award granted under 2007 Incentive Plan 10-KFebruary 20, 200810.18 10-KFebruary 23, 201110.17
10.16*Letter Agreements with Dr. Davide Molho dated May 22, 2009 10-KFebruary 23, 201110.17 8-KFebruary 27, 201599.10
10.17*Amended and Restated Deferred Compensation Plan Document dated July 17, 2012 10-QAugust 7, 201210.1 10-KFebruary 12, 201610.16
10.18*Employment agreement between Dr. Jorg Geller and Charles River Germany GmbH & Co. 10-KFebruary 27, 201310.18
10.18 8-KApril 5, 201610.1
10.19*Certificate of Life Insurance for Dr. Jorg Geller dated February 8, 1988 10-QJuly 31, 201310.19

 8-KFebruary 13, 201899.2
10.20*Certificate of Life Insurance for Dr. Jorg Geller dated April 24, 1998 10-QJuly 31, 201310.20
10.21*Provision Committed by Charles River Wiga Deutschland GmbH for Dr. Jorg Geller dated December 13, 1996 10-QJuly 31, 201310.21
21.1X 
23.1X 

91



10.22*Exhibit No.Addendum to Provision CommittedDescriptionFiled with this Form 10-KIncorporation by Charles River Wiga Deutschland GmbH for Dr. Jorg Geller dated March 25, 199710-QJuly 31, 201310.22Reference
10.23*FormAgreement between Dr. Nancy Gillett and Charles River Laboratories, Inc. effective January 1, 2015Filing DateX
21.1Subsidiaries of Charles River Laboratories International, Inc.X
23.1Consent of PricewaterhouseCoopers LLPXExhibit No.
31.1X   
31.2X   
32.1X   
101.INSXBRLeXtensible 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.

*    Management contract or compensatory plan, contract or arrangement.





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