Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 25, 2023 | Jun. 24, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-15943 | ||
Entity Registrant Name | CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 06-1397316 | ||
Entity Address, Address Line One | 251 Ballardvale Street | ||
Entity Address, City or Town | Wilmington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01887 | ||
City Area Code | 781 | ||
Local Phone Number | 222-6000 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | CRL | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,392,457,233 | ||
Entity Common Stock, Shares Outstanding | 50,985,527 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders scheduled to be held on May 9, 2023, which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 2023 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. | ||
Entity Central Index Key | 0001100682 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Boston, Massachusetts |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Total revenue | $ 3,976,060 | $ 3,540,160 | $ 2,923,933 |
Costs and expenses: | |||
Selling, general and administrative | 665,098 | 619,919 | 528,935 |
Amortization of intangible assets | 146,578 | 124,857 | 111,877 |
Operating income | 650,975 | 589,862 | 432,729 |
Other income (expense): | |||
Interest income | 780 | 652 | 834 |
Interest expense | (59,291) | (73,910) | (86,433) |
Other income (expense), net | 30,523 | (35,894) | 99,984 |
Income before income taxes | 622,987 | 480,710 | 447,114 |
Provision for income taxes | 130,379 | 81,873 | 81,808 |
Net income | 492,608 | 398,837 | 365,306 |
Less: Net income attributable to noncontrolling interests | 6,382 | 7,855 | 1,002 |
Net income attributable to common shareholders | $ 486,226 | $ 390,982 | $ 364,304 |
Earnings per common share | |||
Basic (in dollars per share) | $ 9.57 | $ 7.77 | $ 7.35 |
Diluted (in dollars per share) | $ 9.48 | $ 7.60 | $ 7.20 |
Weighted-average number of common shares outstanding: | |||
Basic (in shares) | 50,812 | 50,293 | 49,550 |
Diluted (in shares) | 51,301 | 51,425 | 50,611 |
Service | |||
Total revenue | $ 3,216,904 | $ 2,755,579 | $ 2,296,156 |
Costs and expenses: | |||
Cost of services provided and products sold | 2,143,318 | 1,837,487 | 1,533,230 |
Product | |||
Total revenue | 759,156 | 784,581 | 627,777 |
Costs and expenses: | |||
Cost of services provided and products sold | $ 370,091 | $ 368,035 | $ 317,162 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 492,608 | $ 398,837 | $ 365,306 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment and other | (129,091) | (29,493) | 22,345 |
Pension and other post-retirement benefit plans (Note 11): | |||
Prior service cost and (losses) gains arising during the period | 24,471 | (1,193) | 15,747 |
Amortization of net loss, settlement losses, and prior service benefit included in total cost for pension and other post-retirement benefit plans | 3,337 | 1,678 | 17,861 |
Unrealized losses on hedging instruments | (1,523) | 0 | 0 |
Comprehensive income, before income taxes | 389,802 | 369,829 | 421,259 |
Less: Income tax (benefit) expense related to items of other comprehensive income (Note 9) | (1,905) | (3,965) | 15,372 |
Comprehensive income, net of income taxes | 391,707 | 373,794 | 405,887 |
Less: Comprehensive income related to noncontrolling interests, net of income taxes | 2,798 | 8,678 | 2,438 |
Comprehensive income attributable to common shareholders, net of income taxes | $ 388,909 | $ 365,116 | $ 403,449 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 233,912 | $ 241,214 |
Trade receivables and contract assets, net of allowances for credit losses of $11,278 and $7,180, respectively | 752,390 | 642,881 |
Inventories | 255,809 | 199,146 |
Prepaid assets | 89,341 | 93,543 |
Other current assets | 107,580 | 97,311 |
Total current assets | 1,439,032 | 1,274,095 |
Property, plant and equipment, net | 1,465,655 | 1,291,068 |
Venture capital and strategic equity investments | 311,602 | 201,352 |
Operating lease right-of-use assets, net | 391,762 | 292,941 |
Goodwill | 2,849,903 | 2,711,881 |
Intangible assets, net | 955,275 | 1,061,192 |
Deferred tax assets | 41,262 | 40,226 |
Other assets | 148,279 | 151,537 |
Total assets | 7,602,770 | 7,024,292 |
Current liabilities: | ||
Accounts payable | 205,915 | 198,130 |
Accrued compensation | 197,078 | 246,119 |
Deferred revenue | 264,259 | 219,703 |
Accrued liabilities | 219,758 | 228,797 |
Other current liabilities | 204,575 | 140,436 |
Total current liabilities | 1,091,585 | 1,033,185 |
Long-term debt, net and finance leases | 2,707,531 | 2,663,564 |
Operating lease right-of-use liabilities | 389,745 | 252,972 |
Deferred tax liabilities | 215,582 | 239,720 |
Other long-term liabilities | 174,822 | 242,859 |
Total liabilities | 4,579,265 | 4,432,300 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 42,427 | 53,010 |
Equity [Abstract] | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 120,000 shares authorized; 50,944 shares issued and outstanding as of December 31, 2022 and 50,480 shares issued and outstanding as of December 25, 2021 | 509 | 505 |
Additional paid-in capital | 1,804,940 | 1,718,304 |
Retained earnings | 1,432,901 | 980,751 |
Treasury stock, at cost, zero shares as of December 31, 2022 and December 25, 2021 | 0 | 0 |
Accumulated other comprehensive loss | (262,057) | (164,740) |
Total equity attributable to common shareholders | 2,976,293 | 2,534,820 |
Noncontrolling interests (nonredeemable) | 4,785 | 4,162 |
Total equity | 2,981,078 | 2,538,982 |
Total liabilities, redeemable noncontrolling interests and equity | $ 7,602,770 | $ 7,024,292 |
Beginning balance (in shares) | 0 | 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Statement of Financial Position [Abstract] | ||
Less: Allowance for credit losses | $ 11,278 | $ 7,180 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000 | 120,000 |
Common stock, shares issued (in shares) | 50,944 | 50,480 |
Common stock, shares outstanding (in shares) | 50,944 | 50,480 |
Treasury stock, shares (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Cash flows relating to operating activities | |||
Net income | $ 492,608,000 | $ 398,837,000 | $ 365,306,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 303,870,000 | 265,540,000 | 234,924,000 |
Stock-based compensation | 73,617,000 | 71,474,000 | 56,341,000 |
Loss on debt extinguishment and amortization of other financing costs | 4,118,000 | 29,964,000 | 3,661,000 |
Deferred income taxes | (35,884,000) | (24,006,000) | (133,000) |
Loss (gain) on venture capital and strategic equity investments, net | 26,775,000 | 30,420,000 | (100,861,000) |
Provision for credit losses | 6,706,000 | 1,657,000 | 6,376,000 |
Gain on divestitures, net | (123,405,000) | (25,026,000) | 0 |
Changes in fair value of contingent consideration arrangements | (3,753,000) | (34,303,000) | (468,000) |
Other, net | 27,542,000 | 3,300,000 | 7,704,000 |
Changes in assets and liabilities: | |||
Trade receivables and contract assets, net | (150,570,000) | (26,633,000) | (85,627,000) |
Inventories | (78,523,000) | (25,159,000) | (18,379,000) |
Accounts payable | (2,652,000) | 44,901,000 | 748,000 |
Accrued compensation | (42,164,000) | 44,304,000 | 40,481,000 |
Deferred revenue | 57,658,000 | (13,402,000) | 28,647,000 |
Customer contract deposits | 30,457,000 | 16,925,000 | 8,955,000 |
Other assets and liabilities, net | 33,240,000 | 2,006,000 | (1,100,000) |
Net cash provided by operating activities | 619,640,000 | 760,799,000 | 546,575,000 |
Cash flows relating to investing activities | |||
Acquisition of businesses and assets, net of cash acquired | (283,392,000) | (1,293,095,000) | (418,628,000) |
Capital expenditures | (324,733,000) | (228,772,000) | (166,560,000) |
Purchases of investments and contributions to venture capital investments | (158,274,000) | (45,555,000) | (26,692,000) |
Proceeds from sale of investments | 4,549,000 | 6,532,000 | 11,401,000 |
Proceeds from divestitures, net | 163,275,000 | 122,694,000 | 0 |
Other, net | (9,347,000) | 264,000 | (1,065,000) |
Net cash used in investing activities | (607,922,000) | (1,437,932,000) | (601,544,000) |
Cash flows relating to financing activities | |||
Proceeds from long-term debt and revolving credit facility | 2,952,430,000 | 6,951,113,000 | 2,230,988,000 |
Proceeds from exercises of stock options | 25,110,000 | 45,652,000 | 46,586,000 |
Payments on long-term debt, revolving credit facility, and finance lease obligations | (2,932,636,000) | (6,242,877,000) | (2,200,400,000) |
Purchase of treasury stock | (38,651,000) | (40,707,000) | (23,979,000) |
Payment of debt extinguishment and financing costs | 0 | (38,255,000) | 0 |
Payments of contingent consideration | (10,356,000) | (2,328,000) | 0 |
Purchases of additional equity interests, net | (30,533,000) | 0 | 0 |
Other, net | (7,761,000) | 0 | (5,947,000) |
Net cash (used in) provided by financing activities | (42,397,000) | 672,598,000 | 47,248,000 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 25,579,000 | 17,730,000 | 794,000 |
Net change in cash, cash equivalents, and restricted cash | (5,100,000) | 13,195,000 | (6,927,000) |
Cash, cash equivalents, and restricted cash, beginning of period | 246,314,000 | 233,119,000 | 240,046,000 |
Cash, cash equivalents, and restricted cash, end of period | 241,214,000 | 246,314,000 | 233,119,000 |
Supplemental cash flow information: | |||
Cash and cash equivalents | 233,912,000 | 241,214,000 | 228,424,000 |
Restricted cash included in Other current assets | 6,192,000 | 4,023,000 | 3,074,000 |
Restricted cash included in Other assets | 1,110,000 | 1,077,000 | 1,621,000 |
Cash, cash equivalents, and restricted cash, end of period | 241,214,000 | 246,314,000 | 233,119,000 |
Cash paid for income taxes | 75,909,000 | 75,441,000 | 60,059,000 |
Cash paid for interest | 100,754,000 | 70,775,000 | 72,461,000 |
Non-cash investing and financing activities: | |||
Purchases of Property, plant and equipment included in Accounts payable and Accrued liabilities | 88,612,000 | 72,043,000 | 25,614,000 |
Assets acquired under finance leases | $ 8,179,000 | $ 1,567,000 | $ 1,571,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Equity Attributable to Common Shareholders | Noncontrolling Interest |
Increase (Decrease) in Stockholders' Equity | ||||||||
Common stock, shares outstanding (in shares) | 48,936 | |||||||
Beginning balance (in shares) | 0 | |||||||
Beginning balance at Dec. 28, 2019 | $ 1,637,828 | $ 489 | $ 1,531,785 | $ 280,329 | $ (178,019) | $ 0 | $ 1,634,584 | $ 3,244 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 366,156 | 364,304 | 364,304 | 1,852 | ||||
Other comprehensive income (loss) | 39,145 | 39,145 | 39,145 | |||||
Dividends declared to noncontrolling interest | (1,529) | (1,529) | ||||||
Purchase of redeemable noncontrolling interest and recognition of related contingent consideration | 2,379 | 2,379 | 2,379 | |||||
Issuance of stock under employee compensation plans (in shares) | 977 | |||||||
Issuance of stock under employee compensation plans | 46,586 | $ 10 | 46,576 | 46,586 | ||||
Purchase of treasury shares (in shares) | 146 | |||||||
Purchase of treasury shares | (23,979) | $ (23,979) | (23,979) | |||||
Retirement of treasury shares (in shares) | (146) | (146) | ||||||
Retirement of treasury shares | 0 | $ (1) | (4,759) | (19,219) | $ 23,979 | 0 | ||
Stock-based compensation | 56,341 | 56,341 | 56,341 | |||||
Ending balance at Dec. 26, 2020 | 2,118,169 | $ 498 | 1,627,564 | 625,414 | (138,874) | $ 0 | 2,114,602 | 3,567 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Common stock, shares outstanding (in shares) | 49,767 | |||||||
Beginning balance (in shares) | 0 | |||||||
Net income | 393,462 | 390,982 | 390,982 | 2,480 | ||||
Other comprehensive income (loss) | (25,866) | (25,866) | (25,866) | |||||
Dividends declared to noncontrolling interest | (1,885) | (1,885) | ||||||
Adjustment of redeemable noncontrolling interest to redemption value | (21,312) | (21,312) | (21,312) | |||||
Issuance of stock under employee compensation plans (in shares) | 861 | |||||||
Issuance of stock under employee compensation plans | 45,647 | $ 8 | 45,639 | 45,647 | ||||
Purchase of treasury shares (in shares) | 148 | |||||||
Purchase of treasury shares | (40,707) | $ (40,707) | (40,707) | |||||
Retirement of treasury shares (in shares) | (148) | (148) | ||||||
Retirement of treasury shares | 0 | $ (1) | (5,061) | (35,645) | $ 40,707 | 0 | ||
Stock-based compensation | 71,474 | 71,474 | 71,474 | |||||
Ending balance at Dec. 25, 2021 | $ 2,538,982 | $ 505 | 1,718,304 | 980,751 | (164,740) | $ 0 | 2,534,820 | 4,162 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Common stock, shares outstanding (in shares) | 50,480 | 50,480 | ||||||
Beginning balance (in shares) | 0 | 0 | ||||||
Net income | $ 488,588 | 486,226 | 486,226 | 2,362 | ||||
Other comprehensive income (loss) | (97,317) | (97,317) | (97,317) | |||||
Dividends declared to noncontrolling interest | (1,739) | (1,739) | ||||||
Adjustment of redeemable noncontrolling interest to redemption value | (7,507) | (7,507) | (7,507) | |||||
Issuance of stock under employee compensation plans (in shares) | 594 | |||||||
Issuance of stock under employee compensation plans | 25,105 | $ 5 | 25,100 | 25,105 | ||||
Purchase of treasury shares (in shares) | 130 | |||||||
Purchase of treasury shares | (38,651) | $ (38,651) | (38,651) | |||||
Retirement of treasury shares (in shares) | (130) | (130) | ||||||
Retirement of treasury shares | 0 | $ (1) | (4,574) | (34,076) | $ 38,651 | 0 | ||
Stock-based compensation | 73,617 | 73,617 | 73,617 | |||||
Ending balance at Dec. 31, 2022 | $ 2,981,078 | $ 509 | $ 1,804,940 | $ 1,432,901 | $ (262,057) | $ 0 | $ 2,976,293 | $ 4,785 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Common stock, shares outstanding (in shares) | 50,944 | 50,944 | ||||||
Beginning balance (in shares) | 0 | 0 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, non-clinical global drug development partner. 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 enable the Company to support its clients from target identification through non-clinical development. The Company also provides a suite of products and services to support its clients’ manufacturing activities. Principles of Consolidation The Company’s consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Redeemable noncontrolling interests, where the noncontrolling interest holders have the ability to require the Company to purchase the remaining interests, are classified in the mezzanine section of the consolidated balance sheets, which is presented above the equity section and below liabilities. Intercompany balances and transactions are eliminated in consolidation. The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week in the fourth quarter of the fiscal year is occasionally necessary to align with a December 31 calendar year-end, which occurred in this fiscal year 2022. Segment Reporting The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Cell Solutions businesses. R esearch 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 models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities and utilizing both our Charles River Accelerator and Development Lab ( CRADL ™) and our Explora BioLabs options, in which we provide vivarium space to our clients; and Cell Solutions, which supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes two businesses: Discovery Services and Safety Assessment. The Company provides regulated and non-regulated DSA services to support the research, development, and regulatory-required safety testing of potential new drugs, including therapeutic discovery and optimization plus in vitro and in vivo studies, laboratory support services, and strategic non-clinical consulting and program management to support product development. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics Testing Solutions) as well as contract development and manufacturing products and services (CDMO). In December of 2022, the Company sold the Avian Vaccine Services business (Avian), reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens. 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 make 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. As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements. Newly Adopted Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance.” ASU 2021-10 requires disclosures about transactions with a government that have been accounted for by a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect on the financial statements. The ASU is effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. The Company’s adoption of this standard in fiscal year 2022 did not have an impact on the consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” ASU 2022-04 requires quantitative and qualitative disclosures about the use of supplier finance programs. The ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for selected disclosures, and will be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements, but does not believe there will be a material impact. Cash, Cash Equivalents, and Investments Cash equivalents include money market funds, time deposits and other investments with remaining maturities at the purchase date of three months or less. Time deposits with original maturities of greater than three months are reported as short-term investments. Trade Receivables and Contract Assets, Net The Company records trade receivables and contract assets, net of an allowance for credit losses. An allowance for credit losses is established based on historical collection information, a review of major client accounts receivable balances, current economic conditions in the geographies in which it operates, and the Company’s expectations of future economic conditions that may affect the collectability of the recorded amounts. 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, trade receivables and contract assets. 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 and contract assets 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 and contract assets, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. No single client accounted for more than 3% of revenue in fiscal years 2022, 2021, or 2020 or trade receivables as of December 31, 2022 or December 25, 2021. Fair Value Measurements The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires certain disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy: • Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access, • 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 rate yield curves and foreign currency spot 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 and 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 - Valued at market prices determined through third-party pricing services; • Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates; • Interest rate swap contracts - Valued using market observable inputs, such as interest rate yield curves; • Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments; • Debt instruments - The book value of the Company’s revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book values of the Company’s Senior Notes, which are fixed rate debt, are carried at amortized cost. Fair values of the Senior Notes are based on quoted market prices and on borrowing rates available to the Company; and • Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models . Inventories The Company’s inventories consist of raw materials, work in process and finished product related primarily to small models, large models, cell supply, microbial solutions products, and avian related eggs and flocks, which have since been divested. Inventories are stated at the lower of cost or net realizable value. Inventory value is generally based on the standard cost method for all businesses except for the Avian business, which was based on an average cost. Standard costs are trued-up to reflect actual cost. For small models inventory, costs include 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 models inventory, costs are primarily the external cost paid to acquire the model along with allocated overhead costs. For cell supply inventory, costs include direct materials, costs of personnel directly involved in the processing of products sold, and an allocation of facility overhead. For the microbial solutions inventory, costs include direct materials, cost of personnel directly involved in the manufacturing and assembly of products sold, and an allocation of facility overhead. For the avian related inventory, costs included direct materials, such as animal feed, cost of personnel directly involved with the care of the eggs and flocks, and an allocation of facility overhead. 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. The composition of inventories is as follows: December 31, 2022 December 25, 2021 (in thousands) Raw materials and supplies $ 38,892 $ 33,118 Work in process 48,367 40,268 Finished products 168,550 125,760 Inventories $ 255,809 $ 199,146 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. The composition of property, plant and equipment, net is as follows: December 31, 2022 December 25, 2021 (in thousands) Land $ 58,192 $ 59,486 Buildings (1) 963,717 987,544 Machinery and equipment (1) 850,353 760,353 Leasehold improvements 294,275 141,525 Furniture and fixtures 27,317 22,520 Computer hardware and software (1) 227,797 210,582 Vehicles (1) 5,421 6,897 Construction in progress 199,713 205,141 Total 2,626,785 2,394,048 Less: Accumulated depreciation (1,161,130) (1,102,980) Property, plant and equipment, net $ 1,465,655 $ 1,291,068 (1) These balances include assets under finance leases. See Note 14, “Leases.” Depreciation expense in fiscal years 2022, 2021 and 2020 was $157.3 million, $140.7 million and $123.0 million, respectively. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. The Company generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follow: Estimated (in years) Land Indefinite Buildings and building improvements 10 - 40 Machinery and equipment 3 - 20 Furniture and fixtures 5 - 10 Computer hardware and software 3 - 8 Vehicles 3 - 5 Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Finance lease assets are amortized over the lease term, however, if ownership is transferred by the end of the finance lease, or there is a bargain purchase option, such finance 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 recorded in Other (expense) income, net in the accompanying consolidated statements of income. Business Combinations The Company accounts for 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, which typically represents a significant portion of the purchase price. The determination of the fair value of intangible assets requires the use of significant judgment using management’s best estimates of inputs and assumptions that a market participant would use. Significant judgments include (i) the fair value; and (ii) whether such intangible assets are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. The Company utilizes commonly accepted valuation techniques, such as the income, cost, and market approaches 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 the weighted average cost of capital, adjusted for specific risks associated with the assets. In recent acquisitions, customer relationship intangible assets (also referred to as client relationships) are the most significant identifiable asset acquired. To determine the fair value of the acquired client relationships, the Company typically utilizes the multiple period excess earnings model (a commonly accepted valuation technique), which relies on the following key assumptions: projections of cash flows from the acquired entities, which includes future revenue growth rates, operating income margins, and customer attrition rates; as well as discount rates based on an analysis of the acquired entities’ weighted average cost of capital. Contingent Consideration The consideration for the Company’s acquisitions may include 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, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The Company revalues these contingent consideration obligations each reporting period. Changes in the fair value of the contingent consideration obligations are recognized in the Company’s consolidated statements of income as a component of selling, general and administrative expenses. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and changes in the assumed probabilities of successful achievement of certain financial targets. Discount rates in the Company’s valuation models represent a measure of the credit risk associated with settling the liability. The period over which the Company discounts its contingent obligations is typically based on when the contingent payments would be triggered. These fair value measurements are based on significant inputs not observable in the market. Divestitures The Company records divestitures at fair value less cost to sell with any related gain or loss from sale recorded within Other income (expense) on the Company’s consolidated statements of income. If the sale price includes contingent payments, these are fair valued using a probability weighted model. If the business divested is part of a reporting unit, goodwill from the reporting unit is reallocated based on the fair value of the divested business compared to the fair value of the reporting unit. Goodwill and Intangible Assets Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed when accounted for using the acquisition 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 quantitative 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 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 impairment test. In the quantitative test, 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 an impairment loss equal to the difference would be recorded. 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 attrition rates and other assumptions. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values. Valuation and Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Long-lived assets to be disposed of are carried at fair value less costs to sell. Venture Capital Investments The Company invests in several venture capital funds that invest in start-up companies, primarily in the life sciences industry. The Company’s ownership interest in these funds ranges from less than 1% to approximately 12%. The Company accounts for the investments in limited partnerships (LPs), which are variable interest entities, under the equity method of accounting. For publicly-held investments in the LPs, the Company adjusts for changes in fair market value based on reported share holdings at the end of each fiscal quarter. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LPs’ economic performance. Under the equity method of accounting, the Company’s portion of the investment gains and losses, as reported in the fund’s financial statements on a quarterly lag each reporting period, is recorded in other (expense) income, net in the accompanying consolidated statements of income. In addition, the Company adjusts the carrying value of these investments to reflect its estimate of changes to fair value since the fund’s financial statements are based on information from the fund’s management team, market prices of known public holdings of the fund, and other information. Strategic Equity Investments The Company invests, with minority positions, directly in equity of predominantly privately-held companies that are reported either at fair value or under the equity method of accounting, as appropriate. Equity investments that do not have readily determinable fair values are generally recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. Gains and losses from strategic equity investments are recorded in Other (expense) income, net in the accompanying consolidated statements of income. Derivative Contracts The Company is exposed to certain risks relating to its ongoing business operations including changes to interest rates and currency exchange rates. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The Company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive items until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive items and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company uses an interest rate swap to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility. The Company uses short-term forward currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans. The currency-exchange contracts principally hedge transactions denominated in Canadian dollars and euros. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management. Life Insurance Contracts Investments in life insurance contracts are recorded at cash surrender value. The initial investment is remeasured based on fair value of underlying investments or contractual value each reporting period. Gains and losses from life insurance contracts are recorded in Other income (expense), net in the accompanying consolidated statements of income. Investments in and redemptions of these life insurance contracts are reported as cash flows from investing activities in the consolidated statement of cash flows. The Company held 44 contracts at December 31, 2022 with a face value of $74.5 million and 45 contracts with a face value of $89.8 million at December 25, 2021. Leases At inception of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases laboratory, production, and office space (real estate), as well as land, vehicles and certain equipment under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in vehicles and equipment leases. The Company’s policy is to not record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Certain lease agreements include rental payments that are adjusted periodically for inflation or other variables. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. Such adjustments to rental payments and variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the combined fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements. Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from 1 to 5 years. Certain lease agreements contain options to purchase the leased property and options to terminate the lease. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised or the option to terminate the lease will not be exercised, or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors. A portfolio approach is applied to certain lease contracts with similar characteristics. The Company’s lease agreements do not contain any significant residual value guarantees or material restrictive covenants imposed by the leases. The Company subleases a limited number of lease arrangements. Sublease activity is not material to the consolidated financial statements. Stock-Based Compensation The Company grants stock options, restricted stock units (RSUs), and performance share units (PSUs) to employees and stock options, and RSUs to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated statements of income based on the grant date fair value, adjusted for forfeitures when they occur, over the requisite service period. For stock options and RSUs 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 and a portion of the award continues to vest after the employee’s eligible retirement, the Company recognizes expense based on the period from the grant date to the date on which the employee is retirement eligible. The C |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Fiscal 2023 Acquisition SAMDI Tech, Inc. On January 27, 2023, the Company acquired SAMDI Tech, Inc., (SAMDI), a leading provider of high-quality, label-free high-throughput screening (HTS) solutions for drug discovery research. The acquisition of SAMDI will provide clients with seamless access to the premier, label-free HTS MS platform and create a comprehensive, library of drug discovery solutions. The preliminary purchase price of SAMDI was $60 million, inclusive of a 20% strategic equity interest previously owned by the Company. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business will be reported as part of the Company’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 the purchase price to assets acquired and liabilities assumed. Fiscal 2022 Acquisition Explora BioLabs Holdings, Inc. On April 5, 2022, the Company acquired Explora BioLabs Holdings, Inc. (Explora BioLabs), a provider of contract vivarium research services, providing biopharmaceutical clients with turnkey in vivo vivarium facilities, management and related services to efficiently conduct their early-stage research activities. The acquisition of Explora BioLabs complements the Company’s existing Insourcing Solutions business, specifically the CRADL ™ (Charles River Accelerator and Development Lab) footprint, and offers incremental opportunities to partner with an emerging client base, many of which are engaged in cell and gene therapy development. The purchase price of Explora BioLabs was $284.5 million, net of $6.6 million in cash. The acquisition was funded through proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s RMS reportable segment. Fiscal 2021 Acquisitions Vigene Biosciences, Inc. On June 28, 2021, the Company acquired Vigene Biosciences, Inc. (Vigene), a gene therapy CDMO, providing viral vector-based gene delivery solutions. The acquisition enables clients to seamlessly conduct analytical testing, process development, and manufacturing for advanced modalities with the same scientific partner. The purchase price of Vigene was $323.9 million, net of $2.7 million in cash. Included in the purchase price are contingent payments fair valued at $34.5 million, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $57.5 million based on future performance). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s Manufacturing reportable segment. As of December 31, 2022, the fair value of the contingent consideration was zero as certain financial targets have not and are not expected to be achieved. Retrogenix Limited On March 30, 2021, the Company acquired Retrogenix Limited (Retrogenix), an outsourced discovery services provider specializing in bioanalytical services utilizing its proprietary cell microarray technology. The acquisition of Retrogenix enhances the Company’s scientific expertise with additional large molecule and cell therapy discovery capabilities. The purchase price of Retrogenix was $53.9 million, net of $8.5 million in cash. Included in the purchase price are contingent payments fair valued at $6.9 million, which is the maximum potential payout, and was based on a probability-weighted approach. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. Cognate BioServices, Inc. On March 29, 2021, the Company acquired Cognate BioServices, Inc. (Cognate), a cell and gene therapy CDMO offering comprehensive manufacturing solutions for cell therapies, as well as for the production of plasmid DNA and other inputs in the CDMO value chain. The acquisition of Cognate establishes the Company as a scientific partner for cell and gene therapy development, testing, and manufacturing, providing clients with an integrated solution from basic research and discovery through cGMP production. The purchase price of Cognate was $877.9 million, net of $70.5 million in cash and includes $15.7 million of consideration for an approximate 2% ownership interest not initially acquired, but redeemed in April 2022 with the ultimate payout tied to performance in 2021. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility and senior notes (Senior Notes) issued in fiscal 2021. This business is reported as part of the Company’s Manufacturing reportable segment. Distributed Bio, Inc. On December 31, 2020, the Company acquired Distributed Bio, Inc. (Distributed Bio), a next-generation antibody discovery company with technologies specializing in enhancing the probability of success for delivering high-quality, readily formattable antibody fragments to support antibody and cell and gene therapy candidates to biopharmaceutical clients. The acquisition of Distributed Bio expands the Company’s capabilities with an innovative, large-molecule discovery platform, and creates an integrated, end-to-end platform for therapeutic antibody and cell and gene therapy discovery and development. The purchase price of Distributed Bio was $97.0 million, net of $0.8 million in cash. The total consideration includes $80.8 million cash paid, settlement of $3.0 million in convertible promissory notes previously issued by the Company during prior fiscal years, and $14.1 million of contingent consideration, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $21.0 million based on future performance and milestone achievements over a one-year period). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. During fiscal year 2022, $7.0 million of contingent consideration was paid as certain operational milestones were achieved. As of December 31, 2022, other financial targets associated with the contingent consideration were not met and the fair value of the remaining contingent consideration is zero. Other Acquisition On March 3, 2021, the Company acquired certain assets from a distributor that supports the Company’s DSA reportable segment. The purchase price was $35.4 million, which includes $19.5 million in cash paid ($5.5 million of which was paid in fiscal 2020), and $15.9 million of contingent consideration, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $17.5 million based on future performance over a three-year period). The fair value of the net assets acquired included $17.3 million of goodwill, $15.2 million attributed to supplier relationships (to be amortized over a 4-year period), and $3.0 million of property, plant, and equipment. The business is reported as part of the Company’s DSA reportable segment. As of December 31, 2022, the fair value of the contingent consideration was zero as certain operational targets were not achieved. Purchase price information The purchase price allocation for acquisitions during fiscal years 2022 and 2021 was as follows: Explora BioLabs (1) Vigene Retrogenix Cognate Distributed Bio April 5, 2022 June 28, 2021 March 30, 2021 March 29, 2021 December 31, 2020 (in thousands) Trade receivables $ 7,679 $ 3,548 $ 2,266 $ 18,566 $ 2,722 Other current assets (excluding cash) 1,067 1,657 209 14,128 221 Property, plant and equipment 37,369 7,649 400 52,082 2,382 Operating lease right-of-use asset, net 48,613 22,507 1,385 34,349 1,586 Goodwill (2) 215,752 239,681 34,489 611,555 71,585 Definite-lived intangible assets 70,100 93,900 22,126 270,900 24,540 Other long-term assets 556 694 — 6,098 469 Deferred revenue (3,507) (4,260) (434) (20,539) (1,319) Other current liabilities (3) (15,507) (6,319) (1,141) (45,388) (1,504) Operating lease right-of-use liabilities (Long-term) (57,193) (21,220) (1,205) (31,383) (1,123) Deferred tax liabilities (18,601) (13,958) (4,174) (32,503) (2,529) Other long-term liabilities (1,807) — — — — Total purchase price allocation $ 284,521 $ 323,879 $ 53,921 $ 877,865 $ 97,030 (1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. (2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is not deductible for tax purposes. (3) In connection with its acquisitions of businesses, the Company routinely records liabilities related to indirect state and local taxes for preacquisition periods when such liabilities are estimable and deemed probable. The Company may or may not be indemnified for such indirect tax liabilities under terms of the acquisitions. As these indirect tax contingencies are resolved, actual obligations, and any indemnifications, may differ from the recorded amounts and any differences are reflected in reported results in the period in which these are resolved. Specifically for Cognate, as of March 29, 2021, the Company recorded an estimated liability of $17 million pertaining to indirect state sales taxes. During fiscal year 2022, the Company received a favorable ruling from the applicable state in which the indirect state sales tax liability arose and, accordingly, this liability was reduced in full, resulting in a gain recorded through selling, general and administrative expenses in the period. The definite-lived intangible assets acquired during fiscal years 2022 and 2021 were as follows: Explora BioLabs Vigene Retrogenix Cognate Distributed Bio Definite-Lived Intangible Assets (in thousands) Client relationships $ 64,000 $ 87,500 $ 17,340 $ 257,200 $ 16,080 Other intangible assets 6,100 6,400 4,786 13,700 8,460 Total definite-lived intangible assets $ 70,100 $ 93,900 $ 22,126 $ 270,900 $ 24,540 Weighted Average Amortization Life (in years) Client relationships 13 12 13 13 9 Other intangible assets 4 2 3 2 4 Total definite-lived intangible assets 12 11 11 13 7 Fiscal 2020 Acquisitions Cellero, LLC On August 6, 2020, the Company acquired Cellero, LLC (Cellero), a provider of cellular products for cell therapy developers and manufacturers worldwide. The addition of Cellero enhances the Company’s unique, comprehensive solutions for the high-growth cell therapy market, strengthening the ability to help accelerate clients’ critical programs from basic research and proof-of-concept to regulatory approval and commercialization. It also expands the Company’s access to high-quality, human-derived biomaterials with Cellero’s donor sites in the United States. The purchase price for Cellero was $36.9 million, net of $0.5 million in cash. The acquisition was funded through available cash. This business is reported as part of the Company’s RMS reportable segment. HemaCare On January 3, 2020, the Company acquired HemaCare Corporation (HemaCare), a business specializing in the production of human-derived cellular products for the cell therapy market. The acquisition of HemaCare expands the Company’s comprehensive portfolio of early-stage research and manufacturing support solutions to encompass the production and customization of high-quality, human derived cellular products to better support clients’ cell therapy programs. The purchase price of HemaCare was $376.7 million, net of $3.1 million in cash. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s RMS reportable segment. The purchase price allocation for acquisitions during fiscal year 2020 was as follows: Cellero, LLC HemaCare Corporation August 6, 2020 January 3, 2020 (in thousands) Trade receivables $ 1,500 $ 6,451 Inventories 551 8,468 Other current assets (excluding cash) 182 3,494 Property, plant and equipment 1,648 10,033 Goodwill (1) 19,457 210,196 Definite-lived intangible assets 16,230 183,540 Other long-term assets 849 5,920 Other current liabilities (1,360) (5,188) Deferred tax liabilities (1,467) (38,529) Other long-term liabilities (740) (7,664) Total purchase price allocation $ 36,850 $ 376,721 (1) The goodwill resulting from the Cellero transaction, $10.8 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s RMS business from new customers introduced to Cellero and the assembled workforce of the acquired business. The goodwill resulting from the HemaCare transaction is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired business and the assembled workforce of the acquired business, thus is not deductible for tax purposes. The definite-lived intangible assets acquired during fiscal year 2020 were as follows: Cellero, LLC HemaCare Corporation Definite-Lived Intangible Assets (in thousands) Client relationships $ 14,740 $ 170,390 Trade name — 7,330 Other intangible assets 1,490 5,820 Total definite-lived intangible assets $ 16,230 $ 183,540 Weighted Average Amortization Life (in years) Client relationships 13 19 Trade name — 10 Other intangible assets 3 3 Total definite-lived intangible assets 12 18 The transaction and integration costs incurred for fiscal years 2022, 2021 and 2020 were as follows: 2022 2021 2020 (in thousands) Transaction and Integration Costs Selling, general and administrative expenses $ 8,740 $ 39,099 $ 10,014 Pro forma information The following selected unaudited pro forma consolidated results of operations are presented as if the Cognate and Vigene acquisitions had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 29, 2019, after giving effect to certain adjustments. For fiscal year 2021 and 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $24.5 million and $24.2 million, additional interest expense on borrowing of $5.6 million and $10.4 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. All other acquisitions have not been included because that information is not material to the consolidated financial statements. Fiscal Year 2021 2020 (in thousands) (unaudited) Revenue $ 3,583,646 $ 3,068,161 Net income attributable to common shareholders 376,152 347,873 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 acquisitions occurred on the dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through these acquisitions. Divestitures The Company routinely evaluates the strategic fit and fundamental performance of its global businesses, divesting operations that do not meet key business criteria. As part of this ongoing assessment, the Company determined that certain capital could be better deployed in other long-term growth opportunities. Avian Vaccine Services On December 20, 2022, the Company sold its Avian Vaccine Services business (Avian) to a private investor group for a preliminary purchase price of $169 million in cash, subject to certain customary closing adjustments. The Company may also earn up to $30 million of contingent payments, which are tied to certain annual results of the Avian business from January 2024 through December 2027. The contingent payments have been fair valued at approximately $10 million using a discounted probability weighted model. The Avian business was reported in the Company’s Manufacturing reportable segment. During the fiscal year 2022, the Company recorded a gain on the divestiture of Avian of $123.4 million within Other income (expense) on the Company’s consolidated statements of income. RMS Japan On October 12, 2021, the Company sold its RMS Japan operations to The Jackson Laboratory for a purchase price of $70.9 million, which included $7.9 million in cash, $3.8 million pension over funding, and certain post-closing adjustments. During the three months ended December 25, 2021, the Company recorded a gain on the divestiture of the RMS Japan business of $20.0 million, net of costs to sell, a currency translation adjustment, and other adjustments related to certain ongoing arrangements with the buyer, which was included in Other income (expense), net within the Company’s consolidated statements of income. The RMS Japan business was reported in the Company’s RMS reportable segment. CDMO Sweden On October 12, 2021, the Company sold its gene therapy CDMO site in Sweden to a private investor group for a purchase price of $59.6 million, net of $0.2 million in cash and other post-closing adjustments that may impact the purchase price. Included in the purchase price are contingent payments fair valued at $15.3 million, which were estimated using a probability weighted model (the maximum contingent contractual payments are up to $25.0 million based on future performance), as well as a purchase obligation of approximately $10.0 million between the parties. During fiscal year 2022 the fair value of the contingent payments receivable was reduced from $15.3 million to $7.5 million as certain financial targets are not expected to be achieved. The CDMO Sweden business was acquired in March 2021 as part of the acquisition of Cognate and was reported in the Company’s Manufacturing reportable segment. The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows: December 19, 2022 October 12, 2021 Avian RMS Japan CDMO Sweden (in thousands) Assets Current assets $ 30,545 $ 26,524 $ 8,187 Property, plant, and equipment, net 24,602 17,379 14,339 Operating lease right-of-use assets, net 611 — 19,733 Goodwill 3,168 4,129 27,764 Client relationships, net 1,629 — 14,089 Other assets 10 3,695 — Total assets $ 60,565 $ 51,727 $ 84,112 Liabilities Current liabilities $ 8,139 $ 8,705 $ 6,386 Operating lease right-of-use liabilities 331 — 18,221 Long-term liabilities — 94 — Total liabilities $ 8,470 $ 8,799 $ 24,607 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Timing of Revenue Recognition: 2022 2021 2020 (in thousands) RMS Services and products transferred over time $ 340,708 $ 263,659 $ 240,480 Services and products transferred at a point in time 398,467 426,778 330,672 Total RMS revenue 739,175 690,437 571,152 DSA Services and products transferred over time 2,440,646 2,103,415 1,836,519 Services and products transferred at a point in time 6,670 3,816 909 Total DSA revenue 2,447,316 2,107,231 1,837,428 Manufacturing Services and products transferred over time 371,500 335,745 174,254 Services and products transferred at a point in time 418,069 406,747 341,099 Total Manufacturing revenue 789,569 742,492 515,353 Total revenue $ 3,976,060 $ 3,540,160 $ 2,923,933 Contract Balances from Contracts with Customers The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: December 31, 2022 December 25, 2021 (in thousands) Assets from contracts with customers Client receivables $ 559,410 $ 489,452 Unbilled revenue 204,258 160,609 Total 763,668 650,061 Less: Allowance for credit losses (11,278) (7,180) Trade receivables and contract assets, net $ 752,390 $ 642,881 Liabilities from contracts with customers Current deferred revenue 264,259 219,703 Long term deferred revenue (included in Other long-term liabilities) 25,795 20,578 Customer contract deposits (included in Other current-liabilities) 91,640 59,512 The Company recognized substantially all of the current contract assets and liabilities balances at December 25, 2021 and December 26, 2020 in revenues during fiscal years 2022 and 2021, respectively. When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $54 million and $36 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively. Net provisions of $6.7 million, $1.7 million, and $6.4 million were recorded to the allowance for credit losses in fiscal years 2022, 2021, and 2020, respectively. Transaction Price Allocated to Future Performance Obligations The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2022. Excluded from the disclosure is the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and service revenue recognized in accordance with ASC 842, “Leases”. The aggregate amount of transaction price allocated to the remaining performance obligations for all open customer contracts as of December 31, 2022 was $1,203.1 million. The Company will recognize revenues for these performance obligations as they are satisfied, approximately 50% of which is expected to occur within the next twelve months and the remainder recognized thereafter during the remaining contract term. Other Performance Obligations As part of the Company’s service offerings, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year. 2022 2021 2020 (in thousands) Affected Line Item in the Consolidated Statements of Income Lease revenue $ 60,118 $ 18,118 $ — Service revenue |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATIONThe Company’s three reportable segments are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s Chief Operating Decision Maker. The following table presents revenue and other financial information by reportable segment: 2022 2021 2020 (in thousands) RMS Revenue $ 739,175 $ 690,437 $ 571,152 Operating income 160,410 166,814 102,706 Depreciation and amortization 49,274 39,123 37,080 Capital expenditures 44,136 61,188 29,487 DSA Revenue $ 2,447,316 $ 2,107,231 $ 1,837,428 Operating income 532,889 406,978 325,959 Depreciation and amortization 179,465 177,254 168,922 Capital expenditures 189,563 101,477 105,653 Manufacturing Revenue $ 789,569 $ 742,492 $ 515,353 Operating income 167,084 246,390 181,494 Depreciation and amortization 72,950 46,195 25,904 Capital expenditures 87,084 58,877 26,287 Unallocated corporate Operating income (1) $ (209,408) $ (230,320) $ (177,430) Depreciation and amortization 2,181 2,968 3,018 Capital expenditures 3,950 7,230 5,133 Consolidated Revenue $ 3,976,060 $ 3,540,160 $ 2,923,933 Operating income 650,975 589,862 432,729 Depreciation and amortization 303,870 265,540 234,924 Capital expenditures 324,733 228,772 166,560 (1) Operating income for unallocated corporate consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations. Revenue and long-lived assets by geographic area are as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) 2022 Revenue $ 2,342,158 $ 1,032,125 $ 398,982 $ 192,837 $ 9,958 $ 3,976,060 Long-lived assets 896,235 349,361 135,300 82,778 1,981 1,465,655 2021 Revenue $ 1,934,404 $ 1,036,465 $ 339,098 $ 222,902 $ 7,291 $ 3,540,160 Long-lived assets 755,400 323,405 145,274 64,864 2,125 1,291,068 2020 Revenue $ 1,627,149 $ 829,312 $ 306,259 $ 155,086 $ 6,127 $ 2,923,933 Long-lived assets 627,871 286,229 145,410 62,931 1,917 1,124,358 Included in the Other category above are operations located in Brazil and Israel. Revenue represents sales originating in entities physically located in the identified geographic area. Long-lived assets consist of property, plant, and equipment, net. |
VENTURE CAPITAL AND STRATEGIC E
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS Venture capital investments are summarized below: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Beginning balance $ 149,640 $ 197,100 $ 108,983 Capital contributions 14,485 18,023 14,456 Distributions (9,861) (40,205) (27,586) Gain (loss) (24,398) (23,201) 101,288 Foreign currency translation (854) (2,077) (41) Ending balance $ 129,012 $ 149,640 $ 197,100 The Company also invests, with minority positions, directly in equity of predominantly privately-held companies. Strategic investments are summarized below: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Beginning balance $ 51,712 $ 24,704 $ 13,996 Acquired investments 142,477 35,540 10,748 Distributions (2,732) (789) — Gain (loss) (2,377) (7,219) (427) Foreign currency translation (6,490) (524) 387 Ending balance $ 182,590 $ 51,712 $ 24,704 |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, 2022 Level 1 Level 2 Level 3 Total Current assets measured at fair value: (in thousands) Cash equivalents $ — $ 78 $ — $ 78 Other assets: Life insurance policies — 34,527 34,527 Total assets measured at fair value $ — $ 34,605 $ — $ 34,605 Accrued liabilities measured at fair value: Contingent consideration $ — $ — $ 13,431 $ 13,431 Other long-term liabilities measured at fair value: Interest rate swap — 1,523 — 1,523 Total liabilities measured at fair value $ — $ 1,523 $ 13,431 $ 14,954 December 25, 2021 Level 1 Level 2 Level 3 Total Current assets measured at fair value: (in thousands) Cash equivalents $ — $ 893 $ — $ 893 Other assets: Life insurance policies — 42,918 — 42,918 Total assets measured at fair value $ — $ 43,811 $ — $ 43,811 Accrued liabilities measured at fair value: Contingent consideration $ — $ — $ 11,794 $ 11,794 Other long-term liabilities measured at fair value: Contingent consideration — — 25,450 25,450 Total liabilities measured at fair value $ — $ — $ 37,244 $ 37,244 During fiscal years 2022 and 2021, there were no transfers between fair value levels. Contingent Consideration The following table provides a rollforward of the contingent consideration related to the Company’s acquisitions. Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 37,244 $ 2,328 $ 712 Additions 3,838 71,559 2,131 Payments (11,476) (2,889) (230) Total gains or losses (realized/unrealized): Adjustment of previously recorded contingent liability (15,340) (33,386) (468) Foreign currency translation (835) (368) 183 Ending balance $ 13,431 $ 37,244 $ 2,328 The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The remaining maximum potential payments are approximately $57 million, of which the value accrued as of December 31, 2022 is approximately $13 million. The weighted average probability of achieving the maximum target is approximately 24%. The average volatility and weighted average cost of capital are approximately 40% and 16%, respectively. Cash Flow Hedge The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In November 2022, the Company entered into an interest rate swap with a notional amount of $500 million to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility, at a fixed rate of 4.700% making the total interest rate 5.825% at our current spread. As of December 31, 2022, the Company assessed the hedging relationship and determined it to be highly effective. As such, the net change in fair values of the derivative instruments was recorded in accumulated other comprehensive income. 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. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy. The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value and fair value of the Company’s Senior Notes is summarized below: December 31, 2022 December 25, 2021 Book Value Fair Value Book Value Fair Value (in thousands) 4.25% Senior Notes due 2028 $ 500,000 $ 460,450 $ 500,000 $ 521,250 3.75% Senior Notes due 2029 500,000 442,200 500,000 506,700 4.00% Senior Notes due 2031 500,000 432,500 500,000 507,500 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a rollforward of the changes in the carrying amount of the Company’s goodwill: RMS DSA (1) Manufacturing Total (in thousands) December 26, 2020 $ 287,759 $ 1,378,130 $ 143,279 $ 1,809,168 Acquisitions — 123,091 851,828 974,919 Divestitures (4,129) — (27,764) (31,893) Foreign exchange (106) (28,715) (11,492) (40,313) December 25, 2021 283,524 1,472,506 955,851 2,711,881 Acquisitions 215,752 — (592) 215,160 Divestitures — — (3,168) (3,168) Foreign exchange (1,566) (38,905) (33,499) (73,970) December 31, 2022 $ 497,710 $ 1,433,601 $ 918,592 $ 2,849,903 (1) DSA includes accumulated impairment losses of $1 billion, which were recognized in fiscal years 2008 and 2010. Based on the Company’s quantitative goodwill impairment test, which was performed in the fourth quarter for each of the fiscal years 2022, 2021 and 2020, the fair value of each reporting unit exceeded the reporting unit’s book value and, therefore, goodwill was not impaired. The increase in goodwill during fiscal year 2022 related primarily to the acquisition of Explora BioLabs in the RMS reportable segment, partially offset by a decrease due to the Avian divestiture impacting the Manufacturing reportable segment. The increase in goodwill during fiscal year 2021 related primarily to the acquisitions of Cognate and Vigene in the Manufacturing reportable segment and Distributed Bio and Retrogenix in the DSA reportable segment, partially offset by the decreases in the RMS and Manufacturing reportable segments due to the divestitures of RMS Japan and CDMO Sweden, respectively. Intangible Assets, Net The following table displays intangible assets, net by major class: December 31, 2022 December 25, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Backlog $ 15,236 $ (12,512) $ 2,724 $ 12,577 $ (9,517) $ 3,060 Technology 129,626 (101,655) 27,971 135,764 (95,454) 40,310 Trademarks and trade names 12,617 (4,410) 8,207 13,086 (3,448) 9,638 Other 37,985 (22,122) 15,864 35,231 (8,445) 26,786 Client relationships 1,491,926 (591,417) 900,509 1,475,757 (494,359) 981,398 Intangible assets $ 1,687,390 $ (732,116) $ 955,275 $ 1,672,415 $ (611,223) $ 1,061,192 The decrease in intangible assets, net during fiscal year 2022 related primarily to normal amortization over the useful lives and the Avian divestiture, partially offset by the acquisition of Explora BioLabs . Amortization expense of definite-lived intangible assets, including client relationships, for fiscal years 2022, 2021 and 2020 was $146.6 million, $124.9 million and $111.9 million, respectively. As of December 31, 2022, estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows: Fiscal Year Amortization Expense (in thousands) 2023 $ 134,311 2024 $ 122,612 2025 $ 115,856 2026 $ 108,436 2027 $ 97,700 |
DEBT AND OTHER FINANCING ARRANG
DEBT AND OTHER FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER FINANCING ARRANGEMENTS | DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt, net and finance leases consists of the following: December 31, 2022 December 25, 2021 (in thousands) Revolving facility $ 1,197,586 $ 1,161,431 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 500,000 4.00% Senior Notes due 2031 500,000 500,000 Other debt 1,594 368 Finance leases 30,646 27,223 Total debt and finance leases 2,729,826 2,689,022 Less: Current portion of long-term debt 1,347 101 Current portion of finance leases 2,330 2,694 Current portion of long-term debt and finance leases 3,677 2,795 Long-term debt and finance leases 2,726,149 2,686,227 Debt discount and debt issuance costs (18,618) (22,663) Long-term debt, net and finance leases $ 2,707,531 $ 2,663,564 As of December 31, 2022 and December 25, 2021, the weighted average interest rate on the Company’s debt was 4.58% and 2.78%, respectively. In fiscal year 2021, the Company prepaid $500 million of Senior Notes due in 2026 along with $21 million of related debt extinguishment costs and $13 million of accrued interest using proceeds from additional senior notes issued on the same day. The payment of the 2026 Senior Notes was accounted for as a debt extinguishment. Approximately $21 million of debt extinguishment costs and $5 million of deferred financing costs write-offs were recorded in Interest expense during fiscal year 2021. Revolving facility (Credit Facility) The Company has a revolving credit facility “Credit Facility” that provides for up to $3.0 billion of multi-currency revolving credit. The Credit Facility has a maturity date of April 2026, with no required scheduled payment before that date. The interest rates applicable to the revolving facility are equal to (A) for revolving loans denominated in U.S. dollars, at the Company’s option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1.0%) or the adjusted LIBOR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio. The Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company’s business and negative and affirmative covenants. These covenants include (1) maintenance of a ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.50 to 1.0 as well as (2) maintenance of a ratio of consolidated indebtedness to consolidated EBITDA for any period of four consecutive fiscal quarters, of no more than 4.25 to 1.0. As of December 31, 2022 and December 25, 2021, the Company was compliant with all financial covenants under the Credit Facility. The obligations of the Company under the Credit Facility are collateralized by substantially all of the assets of the Company. 2028 Senior Notes In fiscal year 2019, the Company issued $500 million of 4.25% Senior Notes due in 2028 (2028 Senior Notes) in an unregistered offering. Interest on the 2028 Senior Notes is payable semi-annually on May 1 and November 1. 2029 Senior Notes and 2031 Senior Notes In fiscal year 2021, the Company issued $1 billion of debt split between $500 million of 3.75% Senior Notes due in 2029 (2029 Senior Notes), and $500 million of 4.00% Senior Notes due in 2031 (2031 Senior Notes), in an unregistered offering. Interest on the 2029 and 2031 Senior Notes is payable semi-annually on March 15 and September 15. Approximately $10 million of deferred financing costs were capitalized as part of this debt issuance. Proceeds from the 2029 and 2031 Senior Notes were used as follows: prepay the $500 million 2026 Senior Notes, $21 million of debt extinguishment costs, and $13 million of accrued interest; prepay the $146.9 million remaining term loan; pay down $135 million of the revolving facility; and pay for a portion of the Cognate acquisition, which occurred on March 29, 2021. Foreign currency transactions During fiscal years 2022 and 2021, the Company had multiple U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility, which were between $250 million and $400 million each. To limit this foreign currency exposure, the Company entered into foreign exchange forward contracts, which are not designated as hedging instruments. The gains and losses incurred on these transactions were as follows: December 31, 2022 December 25, 2021 Affected Line Item in the Consolidated Statements of Income (in thousands) Gain (loss) on foreign exchange forward contract $ 49,712 $ 34,131 Interest expense Gain (loss) on foreign debt remeasurement (46,529) (31,830) Other income (expense) Principal Maturities Principal maturities of existing debt for the periods set forth in the table below, are as follows: Principal (in thousands) 2023 $ 1,347 2024 247 2025 — 2026 1,197,586 2027 — Thereafter 1,500,000 Total $ 2,699,180 Letters of Credit As of December 31, 2022 and December 25, 2021, the Company had $18.6 million and $17.7 million, respectively, in outstanding letters of credit. |
EQUITY AND NONCONTROLLING INTER
EQUITY AND NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY AND NONCONTROLLING INTERESTS | EQUITY AND NONCONTROLLING INTERESTS Earnings Per Share The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Fiscal Year 2022 2021 2020 (in thousands) Numerator: Net income $ 492,608 $ 398,837 $ 365,306 Less: Net income attributable to noncontrolling interests 6,382 7,855 1,002 Net income attributable to common shareholders $ 486,226 $ 390,982 $ 364,304 Denominator: Weighted-average shares outstanding—Basic 50,812 50,293 49,550 Effect of dilutive securities: Stock options, restricted stock units and performance share units 489 1,132 1,061 Weighted-average shares outstanding—Diluted 51,301 51,425 50,611 Anti-dilutive common stock equivalents (1) 560 152 249 (1) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect. Treasury Shares The Company’s Board of Directors has authorized a $1.3 billion stock repurchase program. As of December 31, 2022, the Company had $129.1 million remaining on the authorized stock repurchase program. The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. The Company acquired shares of 0.1 million in fiscal years 2022 and 2021, for $38.7 million and $40.7 million, respectively, from such netting. Prior to the end of fiscal years 2022, 2021 and 2020, the Company’s Board of Directors approved the cancellation and return to the Company’s authorized and unissued capital stock, reducing treasury stock on the Company’s consolidated balance sheet. The Company allocated the excess of the repurchase price over the par value of shares acquired to reduce both retained earnings and additional paid-in capital . Accumulated Other Comprehensive Income (Loss) Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment and Other Pension and Other Post-Retirement Benefit Plans Net Unrealized Loss on Cash Flow Hedge Total (in thousands) December 28, 2019 $ (87,578) $ (90,441) $ — $ (178,019) Other comprehensive income before reclassifications (1) 20,909 15,747 — 36,656 Amounts reclassified from accumulated other comprehensive income — 17,861 — 17,861 Net current period other comprehensive (loss) income 20,909 33,608 — 54,517 Income tax (benefit) expense 7,215 8,157 — 15,372 December 26, 2020 (73,884) (64,990) — (138,874) Other comprehensive income before reclassifications (1) (30,316) (1,193) — (31,509) Amounts reclassified from accumulated other comprehensive income — 1,678 — 1,678 Net current period other comprehensive (loss) income (30,316) 485 — (29,831) Income tax (benefit) expense (6,027) 2,062 — (3,965) December 25, 2021 (98,173) (66,567) — (164,740) Other comprehensive (loss) income before reclassifications (1) (125,507) 24,471 (1,523) (102,559) Amounts reclassified from accumulated other comprehensive income — 3,337 — 3,337 Net current period other comprehensive (loss) income (125,507) 27,808 (1,523) (99,222) Income tax (benefit) expense (5,895) 4,355 (365) (1,905) December 31, 2022 $ (217,785) $ (43,114) $ (1,158) $ (262,057) (1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications was primarily due to the effect of changes in foreign currency exchange rates of the Japanese Yen, Euro, British Pound, Canadian Dollar, Chinese Yuan Renminbi, and Hungarian Forint and to a lesser extent due to the impact of changes in the Brazilian Real. Nonredeemable Noncontrolling Interest The Company has an investment in an entity whose financial results are consolidated in the Company’s financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as noncontrolling interest within Equity in the accompanying consolidated balance sheets. The activity within the nonredeemable noncontrolling interest (net income less dividends declared) during fiscal years 2022, 2021, and 2020 was not significant. Redeemable Noncontrolling Interests The Company holds a 92% ownership interest in Vital River, a commercial provider of research models and related services in China as of December 31, 2022 . The company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor, which represents a derivative embedded within the equity instrument. 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 ($24.4 million) as of December 31, 2022) and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. The amount that the Company could be required to pay to purchase the remaining 8% equity interest is not limited. During the fourth quarter of fiscal 2022, the Company exercised its option to acquire the remaining 8%; however, has not yet closed the purchase of the remaining equity interest. In 2019, the Company acquired an 80% equity interest in a subsidiary that is fully consolidated under the voting interest model, which includes a 10% redeemable noncontrolling interest. In June 2022, the Company purchased an additional 10% interest in the subsidiary for $15.0 million. Beginning in 2024, the Company has the right to purchase, and the noncontrolling interest holders have the right to sell (Put/call option), the remaining 10% equity interest at its appraised value ($17.0 million as of December 31, 2022). 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 appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. The amount that the Company could be required to pay to purchase the remaining 10% equity interest is not limited. The following table provi des a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 53,010 $ 25,499 $ 28,647 Adjustments to redemption value 7,506 21,312 — Additional purchases (15,000) — (3,732) Net income (loss) 4,020 5,375 (852) Dividends (3,525) — — Foreign currency translation (3,584) 824 1,436 Ending balance $ 42,427 $ 53,010 $ 25,499 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income from operations before income taxes and the related provision for income taxes are presented below: Fiscal Year 2022 2021 2020 (in thousands) Income before income taxes: U.S. $ 280,075 $ 129,598 $ 226,935 Non-U.S. 342,912 351,112 220,179 Total income before income taxes $ 622,987 $ 480,710 $ 447,114 Income tax provision (benefit): Current: Federal $ 75,052 $ 32,728 $ 38,192 Foreign 68,644 60,197 35,410 State 19,790 9,257 6,623 Total current 163,486 102,182 80,225 Deferred: Federal (27,230) (27,486) 386 Foreign (1,134) 13,891 5,583 State (4,743) (6,714) (4,386) Total deferred (33,107) (20,309) 1,583 Total provision for income taxes $ 130,379 $ 81,873 $ 81,808 Reconciliations of the statutory U.S. federal income tax rate to effective tax rates are as follows: Fiscal Year 2022 2021 2020 U.S. statutory income tax rate 21.0 % 21.0 % 21.0 % Foreign tax rate differences 0.4 0.1 1.2 State income taxes, net of federal tax benefit 2.3 0.8 0.4 Non-deductible compensation 0.9 1.2 1.0 Research tax credits and enhanced deductions (3.8) (5.0) (3.4) Stock-based compensation (1.4) (4.3) (2.7) Enacted tax rate changes 0.4 3.0 0.7 Tax on unremitted earnings 1.6 1.8 1.3 Impact of tax uncertainties (1.3) 0.7 (0.2) Impact of acquisitions and restructuring 2.0 (1.6) 0.5 Net operating loss deferred tax asset recognition, net of valuation allowance (NOL DTA) (0.8) — (0.1) Other (0.4) (0.7) (1.4) Effective income tax rate 20.9 % 17.0 % 18.3 % The components of deferred tax assets and liabilities are as follows: December 31, 2022 December 25, 2021 (in thousands) Deferred tax assets: Compensation $ 26,341 $ 28,900 Accruals and reserves 16,938 23,760 Net operating loss and credit carryforwards 382,932 410,156 Operating lease liability 100,156 65,592 Other 27,132 8,323 Valuation allowance (294,753) (315,645) Total deferred tax assets 258,746 221,086 Deferred tax liabilities: Goodwill and other intangibles (256,234) (280,081) Depreciation related (48,965) (35,514) Venture capital investments (12,007) (16,018) Tax on unremitted earnings (16,407) (21,060) Right-of-use assets (91,716) (64,257) Other (7,737) (3,650) Total deferred tax liabilities (433,066) (420,580) Net deferred taxes $ (174,320) $ (199,494) The Company has recognized its deferred tax assets on the belief that it is more likely than not that they will be realized. Exceptions primarily relate to deferred tax assets for net operating losses in Luxembourg, Sweden, certain capital losses, and fixed assets in the U.K. A reconciliation of the Company’s beginning and ending valuation allowance are as follows: Fiscal Year 2022 2021 2020 Beginning balance $ 315,645 $ 334,845 $ 309,962 Additions (reductions) charged to income tax provision, net 1,929 1,023 (2,707) Additions due to acquisitions — 7,747 — Reductions due to divestitures, restructuring (5,337) (4,706) — Currency translation and other (17,484) (23,264) 27,590 Ending balance $ 294,753 $ 315,645 $ 334,845 As of December 31, 2022, the Company had tax-effected deferred tax assets for net operating loss carryforwards of $336.6 million, as compared to $368.5 million as of December 25, 2021. Of this amount, $25.0 million are definite-lived and begin to expire in 2027, and the remainder of $311.6 million can be carried forward indefinitely. The Company has deferred tax assets for tax credit carryforwards of $46.3 million. The entire $46.3 million are definite-lived and begin to expire after 2039. Additionally, the Company records a benefit to operating income for research and development and other credits in Quebec, France, the Netherlands, and the U.K. related to its DSA facilities. A reconciliation of the Company’s beginning and ending unrecognized income tax benefits is as follows: Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 32,592 $ 24,970 $ 19,665 Additions to tax positions for current year 4,756 9,544 7,044 Additions to tax positions for prior years 962 2,476 4,589 Reductions to tax positions for prior years (1,420) (1,330) (127) Settlements (10,514) (1,870) (5,859) Expiration of statute of limitations (3,134) (1,198) (342) Ending balance $ 23,242 $ 32,592 $ 24,970 The $9.4 million decrease in unrecognized income tax benefits during fiscal year 2022 as compared to the corresponding period in 2021 is primarily attributable to audit settlements associated with amended U.S. state tax returns and Canadian Scientific Research and Experimental Development (SR&ED) credits, and statute of limitations lapses, partially offset by an additional year of SR&ED credit additions. The amount of unrecognized income tax benefits that, if recognized, would favorably impact the effective tax rate was $20.3 million as of December 31, 2022 and $30.0 million as of December 25, 2021. The $9.7 million decrease is primarily due to the same items noted above. It is reasonably possible as of December 31, 2022 that the liability for unrecognized tax benefits for the uncertain tax position will decrease by approximately $0.5 million over the next twelve-month period. The Company continues to recognize interest and penalties related to unrecognized income tax benefits in income tax expense. The total amount of cumulative accrued interest related to unrecognized income tax benefits as of December 31, 2022 and December 25, 2021 was $1.4 million and $1.7 million, respectively. Interest expense recorded as a component of income taxes was immaterial for all periods. There were no accrued penalties related to unrecognized income tax benefits as of December 31, 2022 or as of December 25, 2021. 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, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2019. The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, France, and India. The Company does not anticipate resolution of these audits will have a material impact on its consolidated financial statements. Prepaid income tax of $88.6 million and $84.7 million has been presented within Other current assets in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively. Accrued income taxes of $39.9 million and $26.2 million have been presented within Other current liabilities in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Pension Plans The Charles River Pension Plan (U.K. 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. The plan was previously 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. Additionally, the U.K. 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. During fiscal 2022, the Company made no contributions to the U.K. Pension Plan. As of fiscal 2022 year-end, this plan was in a funded status of $38.7 million. During 2022, the Company terminated a non-contributory defined benefit plan that covered certain employees in Canada (Canada Pension Plan). As of the most recent plan valuation date (December 25, 2021) the Canada Pension Plan was underfunded with a projected benefit obligation of $15.3 million, plan assets of $11.7 million, and unrecognized losses of $4.1 million recorded in accumulated other comprehensive income. Upon settlement of the pension liability in fiscal year 2022, the Company recognized a $1.0 million loss related to the net periodic benefit cost recorded in Other expense in the consolidated statements of income. During 2020, the Company settled all remaining benefits directly with vested participants of the Charles River Laboratories, Inc. Pension Plan (U.S. Pension Plan) through lump sum payouts and the purchase of a group annuity contract from a qualified insurance company to administer all future payments. Upon settlement of the pension liability, the Company recognized a non-cash settlement charge of $10.3 million related to pension losses, reclassified from accumulated other comprehensive loss on the consolidated balance sheet, to other expense in the consolidated statements of income. In addition, the Company has several defined benefit plans in certain other countries in which it maintains an operating presence, including Canada, France, Germany, Italy, Netherlands, and Japan. The net periodic benefit cost (income) associated with these plans for fiscal years 2022, 2021 and 2020 totaled $0.1 million, $0.5 million and $1.6 million, respectively. Charles River Laboratories Deferred Compensation Plan and Executive Supplemental Life Insurance Retirement Plan The Company maintains a non-qualified deferred compensation plan, known as the Charles River Laboratories Deferred Compensation Plan (DCP), which allows a select group of eligible employees to defer a portion of their compensation. At the present time, no contributions are credited to the DCP, except as set forth below. Participants must specify the distribution date for deferred amounts at the time of deferral, in accordance with applicable IRS regulations. Generally, amounts may be paid in lump sum or installments upon retirement or termination of employment, or later if the employee terminates employment after age 55 and before age 65. Amounts may also be distributed during employment, subject to a minimum deferral requirement of three years. The Company provides certain active employees an annual contribution into their DCP account of 10% of the employee’s base salary plus the lesser of their target annual bonus or actual annual bonus. In addition to the DCP, certain officers and key employees also participate, or in the past participated, in the Company’s Executive Supplemental Life Insurance Retirement Plan (ESLIRP), which is a non-funded, non-qualified arrangement. Annual benefits under this plan will equal a percentage of the highest five $8.1 million . Upon settlement of this pension liability, the Company recognized a non-cash settlement charge of $2.1 million related to pension losses, reclassified from accumulated other comprehensive loss on the consolidated balance sheet, to other expense in the consolidated statements of income. The net periodic benefit cost associated with these plans for fiscal years 2022, 2021 and 2020 totaled $4.3 million, $4.3 million and $5.7 million, respectively. The Company has invested in several corporate-owned key-person life insurance policies with the intention of using these investments to fund the ESLIRP and the DCP. Participants have no interest in any such investments. As of December 31, 2022 and December 25, 2021, the cash surrender value of these life insurance policies were $41.9 million and $51.0 million , respectively. The following table provides a reconciliation of benefit obligations and plan assets of the Company’s pension, DCP and ESLIRP plans: December 31, 2022 December 25, 2021 (in thousands) Change in projected benefit obligations: Benefit obligation at beginning of year $ 372,599 $ 367,468 Service cost 3,213 3,455 Interest cost 6,140 5,492 Benefit payments (6,469) (7,564) Curtailment (2,477) — Settlements (11,939) (82) Transfer out due to divestiture — (11,956) Actuarial (gain) loss (134,923) 18,107 Effect of foreign exchange (20,593) (2,321) Benefit obligation at end of year $ 205,551 $ 372,599 Change in fair value of plan assets: Fair value of plan assets at beginning of year $ 335,631 $ 324,752 Actual return on plan assets (105,749) 24,151 Employer contributions 4,558 11,221 Settlements (11,939) (82) Transfer out due to divestiture — (15,918) Benefit payments (6,469) (7,564) Administrative expenses paid — — Effect of foreign exchange (23,492) (929) Fair value of plan assets at end of year $ 192,540 $ 335,631 Net balance sheet liability $ 13,011 $ 36,968 Amounts recognized in balance sheet: Noncurrent assets $ 39,185 $ 39,621 Current liabilities 1,151 1,876 Noncurrent liabilities 51,045 74,713 Actuarial gains and losses are driven by changes in economic assumptions, principally discount rates. Amounts recognized in accumulated other comprehensive loss related to the Company’s pension, DCP and ESLIRP plans are as follows: Fiscal Year 2022 2021 (in thousands) Net actuarial loss $ 54,509 $ 82,746 Net prior service cost (credit) (585) (1,091) Net amount recognized $ 53,924 $ 81,655 The accumulated benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with accumulated benefit obligations in excess of plan assets are as follows: December 31, 2022 December 25, 2021 (in thousands) Accumulated benefit obligation $ 48,414 $ 75,133 Fair value of plan assets 2,258 12,663 The projected benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with projected benefit obligations in excess of plan assets are as follows: December 31, 2022 December 25, 2021 (in thousands) Projected benefit obligation $ 55,304 $ 96,089 Fair value of plan assets 3,108 19,500 Components of total benefit cost for the Company’s pension, DCP and ESLIRP plans are as follows: Fiscal Year 2022 2021 2020 (in thousands) Service cost $ 3,213 $ 3,455 $ 3,609 Interest cost 6,140 5,492 8,849 Expected return on plan assets (7,322) (8,058) (11,348) Amortization of prior service credit (506) (531) (489) Amortization of net loss 2,869 4,528 6,239 Other — — 417 Net periodic benefit cost 4,394 4,886 7,277 Settlement 981 (2,320) 12,385 Total benefit cost $ 5,375 $ 2,566 $ 19,662 Assumptions Weighted-average assumptions used to determine projected benefit obligations are as follows: December 31, 2022 December 25, 2021 Discount rate 4.8 % 1.8 % Rate of compensation increase 3.2 % 3.7 % The discount rate reflects the rate the Company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. A 25- basis point change across all discount rates changes the projected benefit obligation by approximately $7 million for all Company plans. Weighted-average assumptions used to determine net periodic benefit cost are as follows: December 31, 2022 December 25, 2021 December 26, 2020 Discount rate 1.8 % 1.5 % 2.1 % Expected long-term return on plan assets 2.4 % 2.5 % 3.4 % Rate of compensation increase 3.7 % 3.0 % 3.0 % A 0.5% decrease in the expected rate of return would increase annual pension expense by $1.0 million. In fiscal years 2022 and 2021, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.) reflecting a decline in longevity projection from previous releases the Company adopted, which decreased the Company’s benefit obligations by $0.2 million and $0.5 million as of December 31, 2022 and December 25, 2021, respectively. Plan Assets 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 asset classes. Plan assets did not include any of the Company’s common stock as of December 31, 2022 or December 25, 2021. The weighted-average target asset allocations are 6.1% to equity securities, 85.7% to fixed income securities and 8.2% to other securities. The fair value of the Company’s pension plan assets by asset category are as follows: December 31, 2022 December 25, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents $ 362 $ 5,153 $ — $ 5,515 $ 8,142 $ 4,549 $ — $ 12,691 Equity securities (1) — 9,308 — 9,308 — 60,872 — 60,872 Debt securities (2) — 123,638 — 123,638 — 140,082 — 140,082 Mutual funds (3) 8,380 9,372 — 17,752 7,071 69,269 — 76,340 Other (4) — 36,268 59 36,327 — 44,568 1,078 45,646 Total $ 8,742 $ 183,739 $ 59 $ 192,540 $ 15,213 $ 319,340 $ 1,078 $ 335,631 (1) This category comprises equity investments and 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 investments and 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. Holdings primarily include investment-grade corporate bonds and treasuries at various durations. (3) This category comprises mutual funds valued at the net asset value of shares held by non-U.S. pension plans at year end and translated into U.S. dollars using a foreign currency exchange rate at year end. (4) This category mainly comprises fixed income securities tied to various U.K. 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 not significant during the periods presented. During fiscal year 2022, the Company contributed $2.9 million to the pension plans and does not expect to make contributions in fiscal year 2023. During fiscal year 2022, the Company paid $1.6 million directly to certain participants outside of plan assets. Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligation as of 2022. Benefit payments will depend on future employment and compensation levels, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for fiscal years 2028 through 2032, are as follows. Fiscal Year Pension Plans (in thousands) 2023 $ 5,607 2024 6,714 2025 6,734 2026 44,308 2027 7,769 2028-2032 48,718 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 2022, 2021 and 2020, the costs associated with this defined contribution plan totaled $28.8 million, $24.0 million and $14.6 million, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company has stock-based compensation plans under which employees and non-employee directors are granted stock-based awards such as stock options, RSUs, and PSUs. During fiscal years 2022, 2021 and 2020, the primary share-based awards and their general terms and conditions are as follows: • Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 4 years; and typically expire 5 or 10 years from date of 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 principally vest over 4 years. With respect to RSUs, recipients are not entitled to cash dividends and have no voting rights on the stock during the vesting period. • PSUs, which entitle the holder to receive at no cost, a specified number of shares of common stock within a range of shares from zero to a specified maximum and typically vest over 3 years. Payout of this award is contingent upon achievement of certain performance and market conditions. As of December 31, 2022, approximately 5.3 million shares were authorized for future grants under the Company’s share-based compensation plans. The Company settles employee share-based compensation awards with newly issued shares. The following table provides stock-based compensation by the financial statement line item in which it is reflected: Fiscal Year 2022 2021 2020 (in thousands) Cost of revenue $ 14,853 $ 13,087 $ 10,636 Selling, general and administrative 58,764 58,387 45,705 Stock-based compensation, before income taxes 73,617 71,474 56,341 Provision for income taxes (10,969) (10,299) (8,130) Stock-based compensation, net of income taxes $ 62,648 $ 61,175 $ 48,211 No stock-based compensation related costs were capitalized in fiscal years 2022, 2021 and 2020. Stock Options The following table summarizes stock option activity under the Company’s stock-based compensation plans: Number of shares Weighted Average Weighted Average Aggregate (in thousands) (in years) (in thousands) Options outstanding as of December 25, 2021 917 $ 175.24 Options granted 214 $ 243.05 Options exercised (219) $ 114.88 Options canceled (30) $ 241.35 Options outstanding as of December 31, 2022 882 $ 204.41 5.7 $ 34,579 Options exercisable as of December 31, 2022 369 $ 169.27 3.5 $ 23,443 Options expected to vest as of December 31, 2022 514 $ 229.64 7.3 $ 11,136 The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Fiscal Year 2022 2021 2020 Expected life (in years) 6.0 6.0 6.0 Expected volatility 33 % 32 % 30 % Risk-free interest rate 2.7 % 1.0 % 0.4 % Expected dividend yield 0 % 0 % 0 % The weighted-average grant date fair value of stock options granted was $90.05, $108.61 and $53.37 for fiscal years 2022, 2021 and 2020, respectively. As of December 31, 2022, the unrecognized compensation cost related to unvested stock options expected to vest was $23.3 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years. The total intr insic value of options exercised during fiscal years 2022, 2021 and 2020 was $33.2 million, $94.4 million and $48.6 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price. Restricted Stock Units The following table summarizes the restricted stock units activity for fiscal year 2022: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) December 25, 2021 373 $ 197.45 Granted 158 $ 245.11 Vested (141) $ 176.04 Canceled (26) $ 243.42 December 31, 2022 364 $ 226.43 As of December 31, 2022, the unrecognized compensation cost related to shares of unvested RSUs expected to vest was $48.1 million, which is expected to be recognized over an estimated weighted-average amortization period of 2.8 years. The total f air value of RSU grants that vested during fiscal years 2022, 2021 and 2020 was $24.8 million, $22.8 million and $20.0 million, respectively. Performance Based Stock Award Program The Company issues PSUs to certain corporate officers. The number of shares of common stock issued for each PSU is adjusted based on a performance condition linked to the Company’s financial performance. Certain awards are further adjusted based on a market condition, which is calculated based on the Company’s stock performance relative to a peer group over the three-year vesting period. The fair value of the market condition is reflected in the fair value of the award at grant date. The Company utilizes a Monte Carlo simulation valuation model to value these awards. Information pertaining to the Company’s PSUs and the related estimated weighted-average assumptions used to calculate their fair value were as follows: Fiscal Year 2022 2021 2020 (shares in thousands) PSUs granted 134 64 98 Weighted average grant date fair value $ 210.42 $ 407.76 $ 209.67 Key assumptions: Expected volatility 39 % 37 % 35 % Risk-free interest rate 2.6 % 0.2 % 0.2 % Expected dividend yield 0 % 0 % 0 % Total shareholder return of 20-trading day average stock price on grant date (32.7) % 39.9 % 21.7 % The maxim um number of common shares to be issued upon vesting of PSUs is 0.3 million. For fiscal years 2022, 2021 and 2020, the Company recognized stock-based compensation related to PSUs of $31.2 million, $31.8 million and $22.7 million, respectively. The total fair value of PSUs that vested during fiscal years 2022, 2021 and 2020 was $31.0 million, $26.0 million and $20.9 million, respectively. |
RESTRUCTURING AND ASSET IMPAIRM
RESTRUCTURING AND ASSET IMPAIRMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET IMPAIRMENTS | RESTRUCTURING AND ASSET IMPAIRMENTS Global Restructuring Initiatives In recent fiscal years, the Company has undertaken productivity improvement initiatives within all reportable segments at various locations across the U.S., Canada, and Europe. This includes workforce right-sizing and scalability initiatives, resulting in severance and transition costs; and cost related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. The Company does not have any significant remaining lease obligations for facilities associated with restructuring activities. The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Fiscal Year 2022 2021 2020 (in thousands) RMS $ 1,007 $ 7 $ 845 DSA 851 3,114 8,605 Manufacturing 5,126 3,663 2,733 Unallocated corporate 1,229 72 411 Total $ 8,213 $ 6,856 $ 12,594 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s consolidated balance sheets as follows: December 31, 2022 December 25, 2021 (in thousands) Operating leases Operating lease right-of-use assets, net $ 391,762 $ 292,941 Other current liabilities $ 46,526 $ 33,267 Operating lease right-of-use liabilities 389,745 252,972 Total operating lease liabilities $ 436,271 $ 286,239 Finance leases Property, plant and equipment, net $ 31,875 $ 29,437 Current portion of long-term debt and finance leases $ 2,330 $ 2,694 Long-term debt, net and finance leases 28,316 24,529 Total finance lease liabilities $ 30,646 $ 27,223 The components of operating and finance lease costs were as follows: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Operating lease costs $ 59,671 $ 45,728 $ 32,965 Finance lease costs: Amortization of right-of-use assets 3,035 3,337 3,723 Interest on lease liabilities 1,441 1,280 1,306 Short-term lease costs 2,954 2,441 2,349 Variable lease costs 13,965 4,623 5,122 Sublease income (1,912) (2,008) (1,673) Total lease costs $ 79,154 $ 55,401 $ 43,792 Other information related to leases was as follows: Supplemental cash flow information December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 48,360 $ 42,576 $ 29,961 Operating cash flows from finance leases 1,442 1,282 1,306 Finance cash flows from finance leases 2,257 3,202 4,350 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 189,134 $ 142,764 $ 63,499 Right-of-use lease assets obtained in exchange for new finance lease liabilities 8,179 1,567 1,571 Lease term and discount rate As of As of As of December 31, 2022 December 25, 2021 December 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.8 9.0 8.5 Finance lease 13.6 11.7 12.4 Weighted-average discount rate Operating lease 4.3 % 3.6 % 4.5 % Finance lease 5.3 % 4.4 % 4.1 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2023 $ 60,145 $ 3,793 2024 63,679 3,689 2025 55,969 3,422 2026 51,881 2,962 2027 50,329 2,923 Thereafter 257,752 27,031 Total minimum future lease payments 539,755 43,820 Less: Imputed interest 103,484 13,174 Total lease liabilities $ 436,271 $ 30,646 Total minimum future lease payments (predominantly operating leases) of approximately $83 million for leases that have not commenced as of December 31, 2022, as the Company does not yet control the underlying assets, are not included in the consolidated financial statements. These leases are expected to commence between fiscal years 2023 and 2024 with lease terms of approximately 10 to 15 years. |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s consolidated balance sheets as follows: December 31, 2022 December 25, 2021 (in thousands) Operating leases Operating lease right-of-use assets, net $ 391,762 $ 292,941 Other current liabilities $ 46,526 $ 33,267 Operating lease right-of-use liabilities 389,745 252,972 Total operating lease liabilities $ 436,271 $ 286,239 Finance leases Property, plant and equipment, net $ 31,875 $ 29,437 Current portion of long-term debt and finance leases $ 2,330 $ 2,694 Long-term debt, net and finance leases 28,316 24,529 Total finance lease liabilities $ 30,646 $ 27,223 The components of operating and finance lease costs were as follows: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Operating lease costs $ 59,671 $ 45,728 $ 32,965 Finance lease costs: Amortization of right-of-use assets 3,035 3,337 3,723 Interest on lease liabilities 1,441 1,280 1,306 Short-term lease costs 2,954 2,441 2,349 Variable lease costs 13,965 4,623 5,122 Sublease income (1,912) (2,008) (1,673) Total lease costs $ 79,154 $ 55,401 $ 43,792 Other information related to leases was as follows: Supplemental cash flow information December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 48,360 $ 42,576 $ 29,961 Operating cash flows from finance leases 1,442 1,282 1,306 Finance cash flows from finance leases 2,257 3,202 4,350 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 189,134 $ 142,764 $ 63,499 Right-of-use lease assets obtained in exchange for new finance lease liabilities 8,179 1,567 1,571 Lease term and discount rate As of As of As of December 31, 2022 December 25, 2021 December 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.8 9.0 8.5 Finance lease 13.6 11.7 12.4 Weighted-average discount rate Operating lease 4.3 % 3.6 % 4.5 % Finance lease 5.3 % 4.4 % 4.1 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2023 $ 60,145 $ 3,793 2024 63,679 3,689 2025 55,969 3,422 2026 51,881 2,962 2027 50,329 2,923 Thereafter 257,752 27,031 Total minimum future lease payments 539,755 43,820 Less: Imputed interest 103,484 13,174 Total lease liabilities $ 436,271 $ 30,646 Total minimum future lease payments (predominantly operating leases) of approximately $83 million for leases that have not commenced as of December 31, 2022, as the Company does not yet control the underlying assets, are not included in the consolidated financial statements. These leases are expected to commence between fiscal years 2023 and 2024 with lease terms of approximately 10 to 15 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Insurance The Company maintains certain insurance policies that maintain large deductibles up to approximately $2 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 $15.0 million in the event of a catastrophic event. In addition, the Company purchased representation and warranty insurance in support of some acquisitions, in which deductibles could reach $4.0 million. Litigation On February 16, 2023, the Company was informed by the U.S. Department of Justice (DOJ) that in conjunction with the U.S. Fish and Wildlife Service (USFWS), it had commenced an investigation into the Company’s conduct regarding several shipments of non-human primates from Cambodia. On February 17, 2023 the Company received a grand jury subpoena requesting certain documents related to such investigation. The Company is aware of a parallel civil investigation being undertaken by the DOJ and USFWS. The Company is cooperating with the DOJ and the USFWS and believes that the concerns raised with respect to the Company’s conduct are without merit. The Company maintains a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, and has operated under the belief that all shipments of non-human primates it received satisfied the material requirements, documentation and related processes and procedures of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) documentation and related processes and procedures, which guides the release of each import by USFWS. Notwithstanding our efforts and good-faith belief, in connection with the civil investigation, the Company has voluntarily suspended future shipments of non-human primates from Cambodia until such time that the Company and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported to the United States from Cambodia are purpose-bred. While these discussions with USFWS are ongoing, the Company has also agreed to continue to care for the Cambodia-sourced non-human primates from certain recent shipments that are now in the United States. The carrying value of the inventory related to these shipments is approximately $20 million. We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS or other governmental authorities as a result of the investigations. Neither the DOJ nor USFWS has provided the Company with any specific timeline or indication as to when these investigations or discussions regarding future processes and procedures will be concluded or resolved. Because it is in the early stages, the Company cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities. Aside from the matter above, the Company believes there are no other matters pending against the Company that could have a material impact on the Company’s business, financial condition, or results of operations. 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 provisions. As a result, the estimated fair value of these obligations is minimal. Purchase Obligations The Company enters into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These unconditional purchase obligations exclude agreements that are cancellable at any time without penalty. The aggregate amount of the Company’s unconditional purchase obligations totaled approximately $375 million as of December 31, 2022 and the majority of these obligations are expected to be settled during 2023. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Redeemable noncontrolling interests, where the noncontrolling interest holders have the ability to require the Company to purchase the remaining interests, are classified in the mezzanine section of the consolidated balance sheets, which is presented above the equity section and below liabilities. Intercompany balances and transactions are eliminated in consolidation. The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week in the fourth quarter of the fiscal year is occasionally necessary to align with a December 31 calendar year-end, which occurred in this fiscal year 2022. |
Segment Reporting | Segment Reporting The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Cell Solutions businesses. R esearch 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 models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities and utilizing both our Charles River Accelerator and Development Lab ( CRADL ™) and our Explora BioLabs options, in which we provide vivarium space to our clients; and Cell Solutions, which supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes two businesses: Discovery Services and Safety Assessment. The Company provides regulated and non-regulated DSA services to support the research, development, and regulatory-required safety testing of potential new drugs, including therapeutic discovery and optimization plus in vitro and in vivo studies, laboratory support services, and strategic non-clinical consulting and program management to support product development. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics Testing Solutions) as well as contract development and manufacturing products and services (CDMO). In December of 2022, the Company sold the Avian Vaccine Services business (Avian), reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens. |
Use of Estimates | 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 make 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. |
Newly Adopted and Newly Issued Accounting Pronouncements | Newly Adopted Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance.” ASU 2021-10 requires disclosures about transactions with a government that have been accounted for by a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect on the financial statements. The ASU is effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. The Company’s adoption of this standard in fiscal year 2022 did not have an impact on the consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” ASU 2022-04 requires quantitative and qualitative disclosures about the use of supplier finance programs. The ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for selected disclosures, and will be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements, but does not believe there will be a material impact. |
Cash and Cash Equivalents, and Investments | Cash, Cash Equivalents, and Investments Cash equivalents include money market funds, time deposits and other investments with remaining maturities at the purchase date of three months or less. Time deposits with original maturities of greater than three months are reported as short-term investments. |
Trade Receivables and Contract Assets, Net | Trade Receivables and Contract Assets, Net The Company records trade receivables and contract assets, net of an allowance for credit losses. An allowance for credit losses is established based on historical collection information, a review of major client accounts receivable balances, current economic conditions in the geographies in which it operates, and the Company’s expectations of future economic conditions that may affect the collectability of the recorded amounts. Amounts determined to be uncollectible are charged or written off against the allowance. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, trade receivables and contract assets. 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 and contract assets 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 and contract assets, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. No single client accounted for more than 3% of revenue in fiscal years 2022, 2021, or 2020 or trade receivables as of December 31, 2022 or December 25, 2021. |
Fair Value Measurements | Fair Value Measurements The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires certain disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy: • Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access, • 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 rate yield curves and foreign currency spot 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 and 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 - Valued at market prices determined through third-party pricing services; • Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates; • Interest rate swap contracts - Valued using market observable inputs, such as interest rate yield curves; • Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments; • Debt instruments - The book value of the Company’s revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book values of the Company’s Senior Notes, which are fixed rate debt, are carried at amortized cost. Fair values of the Senior Notes are based on quoted market prices and on borrowing rates available to the Company; and • Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models . |
Inventories | Inventories The Company’s inventories consist of raw materials, work in process and finished product related primarily to small models, large models, cell supply, microbial solutions products, and avian related eggs and flocks, which have since been divested. Inventories are stated at the lower of cost or net realizable value. Inventory value is generally based on the standard cost method for all businesses except for the Avian business, which was based on an average cost. Standard costs are trued-up to reflect actual cost. For small models inventory, costs include 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 models inventory, costs are primarily the external cost paid to acquire the model along with allocated overhead costs. For cell supply inventory, costs include direct materials, costs of personnel directly involved in the processing of products sold, and an allocation of facility overhead. For the microbial solutions inventory, costs include direct materials, cost of personnel directly involved in the manufacturing and assembly of products sold, and an allocation of facility overhead. For the avian related inventory, costs included direct materials, such as animal feed, cost of personnel directly involved with the care of the eggs and flocks, and an allocation of facility overhead. 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 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. The composition of property, plant and equipment, net is as follows: December 31, 2022 December 25, 2021 (in thousands) Land $ 58,192 $ 59,486 Buildings (1) 963,717 987,544 Machinery and equipment (1) 850,353 760,353 Leasehold improvements 294,275 141,525 Furniture and fixtures 27,317 22,520 Computer hardware and software (1) 227,797 210,582 Vehicles (1) 5,421 6,897 Construction in progress 199,713 205,141 Total 2,626,785 2,394,048 Less: Accumulated depreciation (1,161,130) (1,102,980) Property, plant and equipment, net $ 1,465,655 $ 1,291,068 (1) These balances include assets under finance leases. See Note 14, “Leases.” Depreciation expense in fiscal years 2022, 2021 and 2020 was $157.3 million, $140.7 million and $123.0 million, respectively. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. The Company generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follow: Estimated (in years) Land Indefinite Buildings and building improvements 10 - 40 Machinery and equipment 3 - 20 Furniture and fixtures 5 - 10 Computer hardware and software 3 - 8 Vehicles 3 - 5 Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Finance lease assets are amortized over the lease term, however, if ownership is transferred by the end of the finance lease, or there is a bargain purchase option, such finance 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 recorded in Other (expense) income, net in the accompanying consolidated statements of income. |
Business Combinations, Contingent Consideration | Business Combinations The Company accounts for 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, which typically represents a significant portion of the purchase price. The determination of the fair value of intangible assets requires the use of significant judgment using management’s best estimates of inputs and assumptions that a market participant would use. Significant judgments include (i) the fair value; and (ii) whether such intangible assets are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. The Company utilizes commonly accepted valuation techniques, such as the income, cost, and market approaches 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 the weighted average cost of capital, adjusted for specific risks associated with the assets. In recent acquisitions, customer relationship intangible assets (also referred to as client relationships) are the most significant identifiable asset acquired. To determine the fair value of the acquired client relationships, the Company typically utilizes the multiple period excess earnings model (a commonly accepted valuation technique), which relies on the following key assumptions: projections of cash flows from the acquired entities, which includes future revenue growth rates, operating income margins, and customer attrition rates; as well as discount rates based on an analysis of the acquired entities’ weighted average cost of capital. Contingent Consideration The consideration for the Company’s acquisitions may include 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, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The Company revalues these contingent consideration obligations each reporting period. Changes in the fair value of the contingent consideration obligations are recognized in the Company’s consolidated statements of income as a component of selling, general and administrative expenses. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and changes in the assumed probabilities of successful achievement of certain financial targets. Discount rates in the Company’s valuation models represent a measure of the credit risk associated with settling the liability. The period over which the Company discounts its contingent obligations is typically based on when the contingent payments would be triggered. These fair value measurements are based on significant inputs not observable in the market. |
Divestitures | DivestituresThe Company records divestitures at fair value less cost to sell with any related gain or loss from sale recorded within Other income (expense) on the Company’s consolidated statements of income. If the sale price includes contingent payments, these are fair valued using a probability weighted model. If the business divested is part of a reporting unit, goodwill from the reporting unit is reallocated based on the fair value of the divested business compared to the fair value of the reporting unit. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed when accounted for using the acquisition 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 quantitative 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 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 impairment test. In the quantitative test, 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 an impairment loss equal to the difference would be recorded. 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 attrition 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 | Valuation and Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Long-lived assets to be disposed of are carried at fair value less costs to sell. |
Venture Capital Investments | Venture Capital Investments The Company invests in several venture capital funds that invest in start-up companies, primarily in the life sciences industry. The Company’s ownership interest in these funds ranges from less than 1% to approximately 12%. The Company accounts for the investments in limited partnerships (LPs), which are variable interest entities, under the equity method of accounting. For publicly-held investments in the LPs, the Company adjusts for changes in fair market value based on reported share holdings at the end of each fiscal quarter. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LPs’ economic performance. Under the equity method of accounting, the Company’s portion of the investment gains and losses, as reported in the fund’s financial statements on a quarterly lag each reporting period, is recorded in other (expense) income, net in the accompanying consolidated statements of income. In addition, the Company adjusts the carrying value of these investments to reflect its estimate of changes to fair value since the fund’s financial statements are based on information from the fund’s management team, market prices of known public holdings of the fund, and other information. |
Strategic Equity Investments | Strategic Equity Investments The Company invests, with minority positions, directly in equity of predominantly privately-held companies that are reported either at fair value or under the equity method of accounting, as appropriate. Equity investments that do not have readily determinable fair values are generally recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. Gains and losses from strategic equity investments are recorded in Other (expense) income, net in the accompanying consolidated statements of income. |
Derivatives Contracts | Derivative Contracts The Company is exposed to certain risks relating to its ongoing business operations including changes to interest rates and currency exchange rates. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The Company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive items until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive items and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company uses an interest rate swap to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility. The Company uses short-term forward currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans. The currency-exchange contracts principally hedge transactions denominated in Canadian dollars and euros. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management. |
Life Insurance Contracts | Life Insurance Contracts Investments in life insurance contracts are recorded at cash surrender value. The initial investment is remeasured based on fair value of underlying investments or contractual value each reporting period. Gains and losses from life insurance contracts are recorded in Other income (expense), net in the accompanying |
Leases | Leases At inception of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases laboratory, production, and office space (real estate), as well as land, vehicles and certain equipment under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in vehicles and equipment leases. The Company’s policy is to not record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Certain lease agreements include rental payments that are adjusted periodically for inflation or other variables. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. Such adjustments to rental payments and variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the combined fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements. Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from 1 to 5 years. Certain lease agreements contain options to purchase the leased property and options to terminate the lease. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised or the option to terminate the lease will not be exercised, or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors. A portfolio approach is applied to certain lease contracts with similar characteristics. The Company’s lease agreements do not contain any significant residual value guarantees or material restrictive covenants imposed by the leases. The Company subleases a limited number of lease arrangements. Sublease activity is not material to the consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock options, restricted stock units (RSUs), and performance share units (PSUs) to employees and stock options, and RSUs to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated statements of income based on the grant date fair value, adjusted for forfeitures when they occur, over the requisite service period. For stock options and RSUs 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 and a portion of the award continues to vest after the employee’s eligible retirement, the Company recognizes expense based on the period from the grant date to the date on which the employee is retirement eligible. The Company records the expense for PSU grants subject to performance and/or market conditions using the accelerated attribution method over the remaining service period when management determines that achievement of the performance-based milestone is probable. The fair value of stock options granted is calculated using the Black-Scholes option-pricing model and the fair value of PSUs is estimated using a lattice model with a Monte Carlo simulation, both of which require the use of subjective assumptions including volatility and expected term, among others. The expected volatility assumption is typically determined using the historical volatility of the Company’s common stock over the expected life of the stock-based award. The expected term is determined using historical option exercise activity. The fair value of RSUs is based on the market value of the Company’s common stock on the date of grant. |
Revenue Recognition | Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Generally, the Company does not extend payment terms beyond one year. Applying the practical expedient, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. The Company’s contracts do not generally contain significant financing components. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. As part of the Company’s service offerings, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year, and recorded within service revenue. Due to the nature of these arrangements and timing of the contractual lease term, the remaining revenue to be recognized related to these lease performance obligations is not material to the condensed consolidated financial statements. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Depending on which better depicts the transfer of value to the customer, the Company generally measures its progress using either cost-to-cost (input method) or right-to-invoice (output method). The Company uses the cost-to-cost measure of progress when it best depicts the transfer of value to the customer which occurs as the Company incurs costs on its contract, generally related to fixed fee service contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. The costs calculation includes variables such as labor hours, allocation of overhead costs, research model costs, and subcontractor costs. Revenue is recorded proportionally as costs are incurred. The right-to-invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds directly to the value of the Company’s performance to date. The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled revenue), and contract liabilities (current and long-term deferred revenue and customer contract deposits) on the condensed consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Cumulative catch-up adjustments to revenue are periodically recorded that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price (including any changes in the assessment of whether an estimate of variable consideration), or a contract modification. |
Income Taxes | Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements carrying amounts and their respective tax basis. The Company measures deferred tax assets and liabilities using the enacted tax rates in effect when the temporary differences are expected to be settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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-process audit activities and changes in facts or circumstances related to a tax position. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. |
Foreign Currency Contracts and Translation of Foreign Currencies | 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 forward contracts associated with intercompany loans are recognized immediately in Other (expense) income, net and are largely offset by the remeasurement of the underlying intercompany loan. Any gains or losses on forward contracts associated with the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity under the Company’s Credit Facility are recognized immediately in Interest expense. Gains or losses incurred on the remeasurement of the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity with a different functional currency is recorded in Other (expense) income, net. Translation of Foreign Currencies For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign exchange rates for the period. Adjustments resulting from the translation of the financial statements of the Company’s foreign operations into U.S. dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive loss, a separate component of equity. |
Pension and Other Post-Retirement Benefit Plans | Pension and Other Post-Retirement Benefit Plans The Company recognizes the funded status of its defined benefit pension and other post-retirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The Company measures plan assets and benefit obligations as of its fiscal year end. The key assumptions used to calculate benefit obligations and related pension costs include expected long-term rate of return on plan assets, withdrawal and mortality rates, expected rate of increase in employee compensation levels and a discount rate. Assumptions are determined based on the Company’s data and appropriate market indicators, and evaluated each year as of the plan’s measurement date. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. The rate of compensation increase reflects the expected annual salary increases for the plan participants based on historical experience and the current employee compensation strategy. The Company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains or losses and prior service costs or credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost. The Company records the service cost component of the net periodic benefit cost within Cost of services provided and Selling, general, and administrative expenses and all other components of net periodic benefit cost within Other (expense) income, net in the consolidated statements of income. The Company recognizes pension settlement gains or losses in the period when all of the following settlement criteria are met: there is an irrevocable action, the Company is relieved of primary responsibility for a benefit obligation, and significant risks related to the obligation and the assets used to effect the settlement are eliminated. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share is computed using the treasury stock method, assuming the exercise of stock options and the vesting of RSUs, or PSUs, as well as their related income tax effects. |
Treasury Shares | Treasury Shares The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. The Company accounts for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the existing treasury stock count and total value. Thus, the average cost per share is re-averaged each time shares are acquired. When treasury shares are retired, the Company allocates the excess of the repurchase price over the par value of shares acquired to both retained earnings and additional paid-in-capital. The portion allocated to additional paid-in-capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares issued, to the balance of additional paid-in-capital as of the retirement date. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Inventories | The composition of inventories is as follows: December 31, 2022 December 25, 2021 (in thousands) Raw materials and supplies $ 38,892 $ 33,118 Work in process 48,367 40,268 Finished products 168,550 125,760 Inventories $ 255,809 $ 199,146 |
Composition of Property, Plant and Equipment, Net | The composition of property, plant and equipment, net is as follows: December 31, 2022 December 25, 2021 (in thousands) Land $ 58,192 $ 59,486 Buildings (1) 963,717 987,544 Machinery and equipment (1) 850,353 760,353 Leasehold improvements 294,275 141,525 Furniture and fixtures 27,317 22,520 Computer hardware and software (1) 227,797 210,582 Vehicles (1) 5,421 6,897 Construction in progress 199,713 205,141 Total 2,626,785 2,394,048 Less: Accumulated depreciation (1,161,130) (1,102,980) Property, plant and equipment, net $ 1,465,655 $ 1,291,068 (1) These balances include assets under finance leases. See Note 14, “Leases.” |
Schedule of Property, Plant, and Equipment Estimated Useful Lives | The Company generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follow: Estimated (in years) Land Indefinite Buildings and building improvements 10 - 40 Machinery and equipment 3 - 20 Furniture and fixtures 5 - 10 Computer hardware and software 3 - 8 Vehicles 3 - 5 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price allocation for acquisitions during fiscal years 2022 and 2021 was as follows: Explora BioLabs (1) Vigene Retrogenix Cognate Distributed Bio April 5, 2022 June 28, 2021 March 30, 2021 March 29, 2021 December 31, 2020 (in thousands) Trade receivables $ 7,679 $ 3,548 $ 2,266 $ 18,566 $ 2,722 Other current assets (excluding cash) 1,067 1,657 209 14,128 221 Property, plant and equipment 37,369 7,649 400 52,082 2,382 Operating lease right-of-use asset, net 48,613 22,507 1,385 34,349 1,586 Goodwill (2) 215,752 239,681 34,489 611,555 71,585 Definite-lived intangible assets 70,100 93,900 22,126 270,900 24,540 Other long-term assets 556 694 — 6,098 469 Deferred revenue (3,507) (4,260) (434) (20,539) (1,319) Other current liabilities (3) (15,507) (6,319) (1,141) (45,388) (1,504) Operating lease right-of-use liabilities (Long-term) (57,193) (21,220) (1,205) (31,383) (1,123) Deferred tax liabilities (18,601) (13,958) (4,174) (32,503) (2,529) Other long-term liabilities (1,807) — — — — Total purchase price allocation $ 284,521 $ 323,879 $ 53,921 $ 877,865 $ 97,030 (1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. (2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is not deductible for tax purposes. (3) In connection with its acquisitions of businesses, the Company routinely records liabilities related to indirect state and local taxes for preacquisition periods when such liabilities are estimable and deemed probable. The Company may or may not be indemnified for such indirect tax liabilities under terms of the acquisitions. As these indirect tax contingencies are resolved, actual obligations, and any indemnifications, may differ from the recorded amounts and any differences are reflected in reported results in the period in which these are resolved. Specifically for Cognate, as of March 29, 2021, the Company recorded an estimated liability of $17 million pertaining to indirect state sales taxes. During fiscal year 2022, the Company received a favorable ruling from the applicable state in which the indirect state sales tax liability arose and, accordingly, this liability was reduced in full, resulting in a gain recorded through selling, general and administrative expenses in the period. The purchase price allocation for acquisitions during fiscal year 2020 was as follows: Cellero, LLC HemaCare Corporation August 6, 2020 January 3, 2020 (in thousands) Trade receivables $ 1,500 $ 6,451 Inventories 551 8,468 Other current assets (excluding cash) 182 3,494 Property, plant and equipment 1,648 10,033 Goodwill (1) 19,457 210,196 Definite-lived intangible assets 16,230 183,540 Other long-term assets 849 5,920 Other current liabilities (1,360) (5,188) Deferred tax liabilities (1,467) (38,529) Other long-term liabilities (740) (7,664) Total purchase price allocation $ 36,850 $ 376,721 (1) The goodwill resulting from the Cellero transaction, $10.8 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s RMS business from new customers introduced to Cellero and the assembled workforce of the acquired business. The goodwill resulting from the HemaCare transaction is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired business and the assembled workforce of the acquired business, thus is not deductible for tax purposes. |
Schedule of Finite-Lived Intangible Assets Acquired | The definite-lived intangible assets acquired during fiscal years 2022 and 2021 were as follows: Explora BioLabs Vigene Retrogenix Cognate Distributed Bio Definite-Lived Intangible Assets (in thousands) Client relationships $ 64,000 $ 87,500 $ 17,340 $ 257,200 $ 16,080 Other intangible assets 6,100 6,400 4,786 13,700 8,460 Total definite-lived intangible assets $ 70,100 $ 93,900 $ 22,126 $ 270,900 $ 24,540 Weighted Average Amortization Life (in years) Client relationships 13 12 13 13 9 Other intangible assets 4 2 3 2 4 Total definite-lived intangible assets 12 11 11 13 7 The definite-lived intangible assets acquired during fiscal year 2020 were as follows: Cellero, LLC HemaCare Corporation Definite-Lived Intangible Assets (in thousands) Client relationships $ 14,740 $ 170,390 Trade name — 7,330 Other intangible assets 1,490 5,820 Total definite-lived intangible assets $ 16,230 $ 183,540 Weighted Average Amortization Life (in years) Client relationships 13 19 Trade name — 10 Other intangible assets 3 3 Total definite-lived intangible assets 12 18 |
Schedule of Transaction and Integration Costs | The transaction and integration costs incurred for fiscal years 2022, 2021 and 2020 were as follows: 2022 2021 2020 (in thousands) Transaction and Integration Costs Selling, general and administrative expenses $ 8,740 $ 39,099 $ 10,014 |
Schedule of Pro Forma Information | All other acquisitions have not been included because that information is not material to the consolidated financial statements. Fiscal Year 2021 2020 (in thousands) (unaudited) Revenue $ 3,583,646 $ 3,068,161 Net income attributable to common shareholders 376,152 347,873 |
Schedule of Major Classes of Assets and Liabilities Associated with Divestitures | The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows: December 19, 2022 October 12, 2021 Avian RMS Japan CDMO Sweden (in thousands) Assets Current assets $ 30,545 $ 26,524 $ 8,187 Property, plant, and equipment, net 24,602 17,379 14,339 Operating lease right-of-use assets, net 611 — 19,733 Goodwill 3,168 4,129 27,764 Client relationships, net 1,629 — 14,089 Other assets 10 3,695 — Total assets $ 60,565 $ 51,727 $ 84,112 Liabilities Current liabilities $ 8,139 $ 8,705 $ 6,386 Operating lease right-of-use liabilities 331 — 18,221 Long-term liabilities — 94 — Total liabilities $ 8,470 $ 8,799 $ 24,607 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Timing of Revenue Recognition: 2022 2021 2020 (in thousands) RMS Services and products transferred over time $ 340,708 $ 263,659 $ 240,480 Services and products transferred at a point in time 398,467 426,778 330,672 Total RMS revenue 739,175 690,437 571,152 DSA Services and products transferred over time 2,440,646 2,103,415 1,836,519 Services and products transferred at a point in time 6,670 3,816 909 Total DSA revenue 2,447,316 2,107,231 1,837,428 Manufacturing Services and products transferred over time 371,500 335,745 174,254 Services and products transferred at a point in time 418,069 406,747 341,099 Total Manufacturing revenue 789,569 742,492 515,353 Total revenue $ 3,976,060 $ 3,540,160 $ 2,923,933 Revenue and long-lived assets by geographic area are as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) 2022 Revenue $ 2,342,158 $ 1,032,125 $ 398,982 $ 192,837 $ 9,958 $ 3,976,060 Long-lived assets 896,235 349,361 135,300 82,778 1,981 1,465,655 2021 Revenue $ 1,934,404 $ 1,036,465 $ 339,098 $ 222,902 $ 7,291 $ 3,540,160 Long-lived assets 755,400 323,405 145,274 64,864 2,125 1,291,068 2020 Revenue $ 1,627,149 $ 829,312 $ 306,259 $ 155,086 $ 6,127 $ 2,923,933 Long-lived assets 627,871 286,229 145,410 62,931 1,917 1,124,358 |
Schedule of Client Receivables, Contract Assets and Contract Liabilities | The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: December 31, 2022 December 25, 2021 (in thousands) Assets from contracts with customers Client receivables $ 559,410 $ 489,452 Unbilled revenue 204,258 160,609 Total 763,668 650,061 Less: Allowance for credit losses (11,278) (7,180) Trade receivables and contract assets, net $ 752,390 $ 642,881 Liabilities from contracts with customers Current deferred revenue 264,259 219,703 Long term deferred revenue (included in Other long-term liabilities) 25,795 20,578 Customer contract deposits (included in Other current-liabilities) 91,640 59,512 2022 2021 2020 (in thousands) Affected Line Item in the Consolidated Statements of Income Lease revenue $ 60,118 $ 18,118 $ — Service revenue |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenue and Other Financial Information by Reportable Segment | The following table presents revenue and other financial information by reportable segment: 2022 2021 2020 (in thousands) RMS Revenue $ 739,175 $ 690,437 $ 571,152 Operating income 160,410 166,814 102,706 Depreciation and amortization 49,274 39,123 37,080 Capital expenditures 44,136 61,188 29,487 DSA Revenue $ 2,447,316 $ 2,107,231 $ 1,837,428 Operating income 532,889 406,978 325,959 Depreciation and amortization 179,465 177,254 168,922 Capital expenditures 189,563 101,477 105,653 Manufacturing Revenue $ 789,569 $ 742,492 $ 515,353 Operating income 167,084 246,390 181,494 Depreciation and amortization 72,950 46,195 25,904 Capital expenditures 87,084 58,877 26,287 Unallocated corporate Operating income (1) $ (209,408) $ (230,320) $ (177,430) Depreciation and amortization 2,181 2,968 3,018 Capital expenditures 3,950 7,230 5,133 Consolidated Revenue $ 3,976,060 $ 3,540,160 $ 2,923,933 Operating income 650,975 589,862 432,729 Depreciation and amortization 303,870 265,540 234,924 Capital expenditures 324,733 228,772 166,560 (1) Operating income for unallocated corporate consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations. |
Revenue for Each Significant Product or Service Offering | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Timing of Revenue Recognition: 2022 2021 2020 (in thousands) RMS Services and products transferred over time $ 340,708 $ 263,659 $ 240,480 Services and products transferred at a point in time 398,467 426,778 330,672 Total RMS revenue 739,175 690,437 571,152 DSA Services and products transferred over time 2,440,646 2,103,415 1,836,519 Services and products transferred at a point in time 6,670 3,816 909 Total DSA revenue 2,447,316 2,107,231 1,837,428 Manufacturing Services and products transferred over time 371,500 335,745 174,254 Services and products transferred at a point in time 418,069 406,747 341,099 Total Manufacturing revenue 789,569 742,492 515,353 Total revenue $ 3,976,060 $ 3,540,160 $ 2,923,933 Revenue and long-lived assets by geographic area are as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) 2022 Revenue $ 2,342,158 $ 1,032,125 $ 398,982 $ 192,837 $ 9,958 $ 3,976,060 Long-lived assets 896,235 349,361 135,300 82,778 1,981 1,465,655 2021 Revenue $ 1,934,404 $ 1,036,465 $ 339,098 $ 222,902 $ 7,291 $ 3,540,160 Long-lived assets 755,400 323,405 145,274 64,864 2,125 1,291,068 2020 Revenue $ 1,627,149 $ 829,312 $ 306,259 $ 155,086 $ 6,127 $ 2,923,933 Long-lived assets 627,871 286,229 145,410 62,931 1,917 1,124,358 |
VENTURE CAPITAL AND STRATEGIC_2
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Venture capital investments are summarized below: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Beginning balance $ 149,640 $ 197,100 $ 108,983 Capital contributions 14,485 18,023 14,456 Distributions (9,861) (40,205) (27,586) Gain (loss) (24,398) (23,201) 101,288 Foreign currency translation (854) (2,077) (41) Ending balance $ 129,012 $ 149,640 $ 197,100 The Company also invests, with minority positions, directly in equity of predominantly privately-held companies. Strategic investments are summarized below: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Beginning balance $ 51,712 $ 24,704 $ 13,996 Acquired investments 142,477 35,540 10,748 Distributions (2,732) (789) — Gain (loss) (2,377) (7,219) (427) Foreign currency translation (6,490) (524) 387 Ending balance $ 182,590 $ 51,712 $ 24,704 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, 2022 Level 1 Level 2 Level 3 Total Current assets measured at fair value: (in thousands) Cash equivalents $ — $ 78 $ — $ 78 Other assets: Life insurance policies — 34,527 34,527 Total assets measured at fair value $ — $ 34,605 $ — $ 34,605 Accrued liabilities measured at fair value: Contingent consideration $ — $ — $ 13,431 $ 13,431 Other long-term liabilities measured at fair value: Interest rate swap — 1,523 — 1,523 Total liabilities measured at fair value $ — $ 1,523 $ 13,431 $ 14,954 December 25, 2021 Level 1 Level 2 Level 3 Total Current assets measured at fair value: (in thousands) Cash equivalents $ — $ 893 $ — $ 893 Other assets: Life insurance policies — 42,918 — 42,918 Total assets measured at fair value $ — $ 43,811 $ — $ 43,811 Accrued liabilities measured at fair value: Contingent consideration $ — $ — $ 11,794 $ 11,794 Other long-term liabilities measured at fair value: Contingent consideration — — 25,450 25,450 Total liabilities measured at fair value $ — $ — $ 37,244 $ 37,244 During fiscal years 2022 and 2021, there were no transfers between fair value levels. |
Rollforward of Contingent Consideration | The following table provides a rollforward of the contingent consideration related to the Company’s acquisitions. Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 37,244 $ 2,328 $ 712 Additions 3,838 71,559 2,131 Payments (11,476) (2,889) (230) Total gains or losses (realized/unrealized): Adjustment of previously recorded contingent liability (15,340) (33,386) (468) Foreign currency translation (835) (368) 183 Ending balance $ 13,431 $ 37,244 $ 2,328 |
Schedule of Book and Fair Values of Debt | The book value and fair value of the Company’s Senior Notes is summarized below: December 31, 2022 December 25, 2021 Book Value Fair Value Book Value Fair Value (in thousands) 4.25% Senior Notes due 2028 $ 500,000 $ 460,450 $ 500,000 $ 521,250 3.75% Senior Notes due 2029 500,000 442,200 500,000 506,700 4.00% Senior Notes due 2031 500,000 432,500 500,000 507,500 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of Goodwill | The following table provides a rollforward of the changes in the carrying amount of the Company’s goodwill: RMS DSA (1) Manufacturing Total (in thousands) December 26, 2020 $ 287,759 $ 1,378,130 $ 143,279 $ 1,809,168 Acquisitions — 123,091 851,828 974,919 Divestitures (4,129) — (27,764) (31,893) Foreign exchange (106) (28,715) (11,492) (40,313) December 25, 2021 283,524 1,472,506 955,851 2,711,881 Acquisitions 215,752 — (592) 215,160 Divestitures — — (3,168) (3,168) Foreign exchange (1,566) (38,905) (33,499) (73,970) December 31, 2022 $ 497,710 $ 1,433,601 $ 918,592 $ 2,849,903 (1) DSA includes accumulated impairment losses of $1 billion, which were recognized in fiscal years 2008 and 2010. |
Schedule of Intangible Assets, Net by Class | The following table displays intangible assets, net by major class: December 31, 2022 December 25, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Backlog $ 15,236 $ (12,512) $ 2,724 $ 12,577 $ (9,517) $ 3,060 Technology 129,626 (101,655) 27,971 135,764 (95,454) 40,310 Trademarks and trade names 12,617 (4,410) 8,207 13,086 (3,448) 9,638 Other 37,985 (22,122) 15,864 35,231 (8,445) 26,786 Client relationships 1,491,926 (591,417) 900,509 1,475,757 (494,359) 981,398 Intangible assets $ 1,687,390 $ (732,116) $ 955,275 $ 1,672,415 $ (611,223) $ 1,061,192 |
Schedule of Estimated Amortization Expense | As of December 31, 2022, estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows: Fiscal Year Amortization Expense (in thousands) 2023 $ 134,311 2024 $ 122,612 2025 $ 115,856 2026 $ 108,436 2027 $ 97,700 |
DEBT AND OTHER FINANCING ARRA_2
DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net | Long-term debt, net and finance leases consists of the following: December 31, 2022 December 25, 2021 (in thousands) Revolving facility $ 1,197,586 $ 1,161,431 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 500,000 4.00% Senior Notes due 2031 500,000 500,000 Other debt 1,594 368 Finance leases 30,646 27,223 Total debt and finance leases 2,729,826 2,689,022 Less: Current portion of long-term debt 1,347 101 Current portion of finance leases 2,330 2,694 Current portion of long-term debt and finance leases 3,677 2,795 Long-term debt and finance leases 2,726,149 2,686,227 Debt discount and debt issuance costs (18,618) (22,663) Long-term debt, net and finance leases $ 2,707,531 $ 2,663,564 |
Schedule of Derivative Instruments on Statements of Income | The gains and losses incurred on these transactions were as follows: December 31, 2022 December 25, 2021 Affected Line Item in the Consolidated Statements of Income (in thousands) Gain (loss) on foreign exchange forward contract $ 49,712 $ 34,131 Interest expense Gain (loss) on foreign debt remeasurement (46,529) (31,830) Other income (expense) |
Schedule of Principal Maturities of Existing Debt | Principal maturities of existing debt for the periods set forth in the table below, are as follows: Principal (in thousands) 2023 $ 1,347 2024 247 2025 — 2026 1,197,586 2027 — Thereafter 1,500,000 Total $ 2,699,180 |
EQUITY AND NONCONTROLLING INT_2
EQUITY AND NONCONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Reconciliation of the Numerator and Denominator in the Computations of the Basic and Diluted Earnings per Share | The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Fiscal Year 2022 2021 2020 (in thousands) Numerator: Net income $ 492,608 $ 398,837 $ 365,306 Less: Net income attributable to noncontrolling interests 6,382 7,855 1,002 Net income attributable to common shareholders $ 486,226 $ 390,982 $ 364,304 Denominator: Weighted-average shares outstanding—Basic 50,812 50,293 49,550 Effect of dilutive securities: Stock options, restricted stock units and performance share units 489 1,132 1,061 Weighted-average shares outstanding—Diluted 51,301 51,425 50,611 Anti-dilutive common stock equivalents (1) 560 152 249 (1) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect. |
Changes to Each Component of Accumulated Other Comprehensive Income (Loss), Net of Income Taxes | Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment and Other Pension and Other Post-Retirement Benefit Plans Net Unrealized Loss on Cash Flow Hedge Total (in thousands) December 28, 2019 $ (87,578) $ (90,441) $ — $ (178,019) Other comprehensive income before reclassifications (1) 20,909 15,747 — 36,656 Amounts reclassified from accumulated other comprehensive income — 17,861 — 17,861 Net current period other comprehensive (loss) income 20,909 33,608 — 54,517 Income tax (benefit) expense 7,215 8,157 — 15,372 December 26, 2020 (73,884) (64,990) — (138,874) Other comprehensive income before reclassifications (1) (30,316) (1,193) — (31,509) Amounts reclassified from accumulated other comprehensive income — 1,678 — 1,678 Net current period other comprehensive (loss) income (30,316) 485 — (29,831) Income tax (benefit) expense (6,027) 2,062 — (3,965) December 25, 2021 (98,173) (66,567) — (164,740) Other comprehensive (loss) income before reclassifications (1) (125,507) 24,471 (1,523) (102,559) Amounts reclassified from accumulated other comprehensive income — 3,337 — 3,337 Net current period other comprehensive (loss) income (125,507) 27,808 (1,523) (99,222) Income tax (benefit) expense (5,895) 4,355 (365) (1,905) December 31, 2022 $ (217,785) $ (43,114) $ (1,158) $ (262,057) (1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications was primarily due to the effect of changes in foreign currency exchange rates of the Japanese Yen, Euro, British Pound, Canadian Dollar, Chinese Yuan Renminbi, and Hungarian Forint and to a lesser extent due to the impact of changes in the Brazilian Real. |
Rollforward of Redeemable Noncontrolling Interest | The following table provi des a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 53,010 $ 25,499 $ 28,647 Adjustments to redemption value 7,506 21,312 — Additional purchases (15,000) — (3,732) Net income (loss) 4,020 5,375 (852) Dividends (3,525) — — Foreign currency translation (3,584) 824 1,436 Ending balance $ 42,427 $ 53,010 $ 25,499 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Income from Continuing Operations Before Income Taxes and the Related Provision for Income Taxes | The components of income from operations before income taxes and the related provision for income taxes are presented below: Fiscal Year 2022 2021 2020 (in thousands) Income before income taxes: U.S. $ 280,075 $ 129,598 $ 226,935 Non-U.S. 342,912 351,112 220,179 Total income before income taxes $ 622,987 $ 480,710 $ 447,114 Income tax provision (benefit): Current: Federal $ 75,052 $ 32,728 $ 38,192 Foreign 68,644 60,197 35,410 State 19,790 9,257 6,623 Total current 163,486 102,182 80,225 Deferred: Federal (27,230) (27,486) 386 Foreign (1,134) 13,891 5,583 State (4,743) (6,714) (4,386) Total deferred (33,107) (20,309) 1,583 Total provision for income taxes $ 130,379 $ 81,873 $ 81,808 |
Reconciliations of the Statutory U.S. Federal Income Tax Rate to Effective Tax Rates | Reconciliations of the statutory U.S. federal income tax rate to effective tax rates are as follows: Fiscal Year 2022 2021 2020 U.S. statutory income tax rate 21.0 % 21.0 % 21.0 % Foreign tax rate differences 0.4 0.1 1.2 State income taxes, net of federal tax benefit 2.3 0.8 0.4 Non-deductible compensation 0.9 1.2 1.0 Research tax credits and enhanced deductions (3.8) (5.0) (3.4) Stock-based compensation (1.4) (4.3) (2.7) Enacted tax rate changes 0.4 3.0 0.7 Tax on unremitted earnings 1.6 1.8 1.3 Impact of tax uncertainties (1.3) 0.7 (0.2) Impact of acquisitions and restructuring 2.0 (1.6) 0.5 Net operating loss deferred tax asset recognition, net of valuation allowance (NOL DTA) (0.8) — (0.1) Other (0.4) (0.7) (1.4) Effective income tax rate 20.9 % 17.0 % 18.3 % |
Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2022 December 25, 2021 (in thousands) Deferred tax assets: Compensation $ 26,341 $ 28,900 Accruals and reserves 16,938 23,760 Net operating loss and credit carryforwards 382,932 410,156 Operating lease liability 100,156 65,592 Other 27,132 8,323 Valuation allowance (294,753) (315,645) Total deferred tax assets 258,746 221,086 Deferred tax liabilities: Goodwill and other intangibles (256,234) (280,081) Depreciation related (48,965) (35,514) Venture capital investments (12,007) (16,018) Tax on unremitted earnings (16,407) (21,060) Right-of-use assets (91,716) (64,257) Other (7,737) (3,650) Total deferred tax liabilities (433,066) (420,580) Net deferred taxes $ (174,320) $ (199,494) |
Reconciliation of Valuation Allowance | A reconciliation of the Company’s beginning and ending valuation allowance are as follows: Fiscal Year 2022 2021 2020 Beginning balance $ 315,645 $ 334,845 $ 309,962 Additions (reductions) charged to income tax provision, net 1,929 1,023 (2,707) Additions due to acquisitions — 7,747 — Reductions due to divestitures, restructuring (5,337) (4,706) — Currency translation and other (17,484) (23,264) 27,590 Ending balance $ 294,753 $ 315,645 $ 334,845 |
Reconciliation of the Company's Beginning and Ending Unrecognized Income Tax Benefits | A reconciliation of the Company’s beginning and ending unrecognized income tax benefits is as follows: Fiscal Year 2022 2021 2020 (in thousands) Beginning balance $ 32,592 $ 24,970 $ 19,665 Additions to tax positions for current year 4,756 9,544 7,044 Additions to tax positions for prior years 962 2,476 4,589 Reductions to tax positions for prior years (1,420) (1,330) (127) Settlements (10,514) (1,870) (5,859) Expiration of statute of limitations (3,134) (1,198) (342) Ending balance $ 23,242 $ 32,592 $ 24,970 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Reconciliation of Benefit Obligations and Plans Assets of the Company's Pension Plans | The following table provides a reconciliation of benefit obligations and plan assets of the Company’s pension, DCP and ESLIRP plans: December 31, 2022 December 25, 2021 (in thousands) Change in projected benefit obligations: Benefit obligation at beginning of year $ 372,599 $ 367,468 Service cost 3,213 3,455 Interest cost 6,140 5,492 Benefit payments (6,469) (7,564) Curtailment (2,477) — Settlements (11,939) (82) Transfer out due to divestiture — (11,956) Actuarial (gain) loss (134,923) 18,107 Effect of foreign exchange (20,593) (2,321) Benefit obligation at end of year $ 205,551 $ 372,599 Change in fair value of plan assets: Fair value of plan assets at beginning of year $ 335,631 $ 324,752 Actual return on plan assets (105,749) 24,151 Employer contributions 4,558 11,221 Settlements (11,939) (82) Transfer out due to divestiture — (15,918) Benefit payments (6,469) (7,564) Administrative expenses paid — — Effect of foreign exchange (23,492) (929) Fair value of plan assets at end of year $ 192,540 $ 335,631 Net balance sheet liability $ 13,011 $ 36,968 Amounts recognized in balance sheet: Noncurrent assets $ 39,185 $ 39,621 Current liabilities 1,151 1,876 Noncurrent liabilities 51,045 74,713 |
Amounts Recognized in Accumulated Other Comprehensive Loss Related to the Company's Pensions Plans | Amounts recognized in accumulated other comprehensive loss related to the Company’s pension, DCP and ESLIRP plans are as follows: Fiscal Year 2022 2021 (in thousands) Net actuarial loss $ 54,509 $ 82,746 Net prior service cost (credit) (585) (1,091) Net amount recognized $ 53,924 $ 81,655 |
Accumulated Benefit Obligation and Fair of Plan Assets | The accumulated benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with accumulated benefit obligations in excess of plan assets are as follows: December 31, 2022 December 25, 2021 (in thousands) Accumulated benefit obligation $ 48,414 $ 75,133 Fair value of plan assets 2,258 12,663 |
Projected Benefit Obligation and Fair Value of Plan Assets | The projected benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with projected benefit obligations in excess of plan assets are as follows: December 31, 2022 December 25, 2021 (in thousands) Projected benefit obligation $ 55,304 $ 96,089 Fair value of plan assets 3,108 19,500 |
Components of Net Periodic Benefit Costs for the Company's Pension Plans | Components of total benefit cost for the Company’s pension, DCP and ESLIRP plans are as follows: Fiscal Year 2022 2021 2020 (in thousands) Service cost $ 3,213 $ 3,455 $ 3,609 Interest cost 6,140 5,492 8,849 Expected return on plan assets (7,322) (8,058) (11,348) Amortization of prior service credit (506) (531) (489) Amortization of net loss 2,869 4,528 6,239 Other — — 417 Net periodic benefit cost 4,394 4,886 7,277 Settlement 981 (2,320) 12,385 Total benefit cost $ 5,375 $ 2,566 $ 19,662 |
Weighted-average Assumptions | Weighted-average assumptions used to determine projected benefit obligations are as follows: December 31, 2022 December 25, 2021 Discount rate 4.8 % 1.8 % Rate of compensation increase 3.2 % 3.7 % The discount rate reflects the rate the Company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. A 25- basis point change across all discount rates changes the projected benefit obligation by approximately $7 million for all Company plans. Weighted-average assumptions used to determine net periodic benefit cost are as follows: December 31, 2022 December 25, 2021 December 26, 2020 Discount rate 1.8 % 1.5 % 2.1 % Expected long-term return on plan assets 2.4 % 2.5 % 3.4 % Rate of compensation increase 3.7 % 3.0 % 3.0 % |
Fair Value of the Company's Pension Plan Assets by Asset Category | The fair value of the Company’s pension plan assets by asset category are as follows: December 31, 2022 December 25, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents $ 362 $ 5,153 $ — $ 5,515 $ 8,142 $ 4,549 $ — $ 12,691 Equity securities (1) — 9,308 — 9,308 — 60,872 — 60,872 Debt securities (2) — 123,638 — 123,638 — 140,082 — 140,082 Mutual funds (3) 8,380 9,372 — 17,752 7,071 69,269 — 76,340 Other (4) — 36,268 59 36,327 — 44,568 1,078 45,646 Total $ 8,742 $ 183,739 $ 59 $ 192,540 $ 15,213 $ 319,340 $ 1,078 $ 335,631 (1) This category comprises equity investments and 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 investments and 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. Holdings primarily include investment-grade corporate bonds and treasuries at various durations. (3) This category comprises mutual funds valued at the net asset value of shares held by non-U.S. pension plans at year end and translated into U.S. dollars using a foreign currency exchange rate at year end. (4) This category mainly comprises fixed income securities tied to various U.K. 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. |
Estimated Future Benefit Payments Over the Next Five Years | Estimated future benefit payments during the next five years and in the aggregate for fiscal years 2028 through 2032, are as follows. Fiscal Year Pension Plans (in thousands) 2023 $ 5,607 2024 6,714 2025 6,734 2026 44,308 2027 7,769 2028-2032 48,718 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Financial Statement Line Items in Which Stock-based Compensation is Reflected | The following table provides stock-based compensation by the financial statement line item in which it is reflected: Fiscal Year 2022 2021 2020 (in thousands) Cost of revenue $ 14,853 $ 13,087 $ 10,636 Selling, general and administrative 58,764 58,387 45,705 Stock-based compensation, before income taxes 73,617 71,474 56,341 Provision for income taxes (10,969) (10,299) (8,130) Stock-based compensation, net of income taxes $ 62,648 $ 61,175 $ 48,211 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock-based compensation plans: Number of shares Weighted Average Weighted Average Aggregate (in thousands) (in years) (in thousands) Options outstanding as of December 25, 2021 917 $ 175.24 Options granted 214 $ 243.05 Options exercised (219) $ 114.88 Options canceled (30) $ 241.35 Options outstanding as of December 31, 2022 882 $ 204.41 5.7 $ 34,579 Options exercisable as of December 31, 2022 369 $ 169.27 3.5 $ 23,443 Options expected to vest as of December 31, 2022 514 $ 229.64 7.3 $ 11,136 |
Weighted-average Assumptions | The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Fiscal Year 2022 2021 2020 Expected life (in years) 6.0 6.0 6.0 Expected volatility 33 % 32 % 30 % Risk-free interest rate 2.7 % 1.0 % 0.4 % Expected dividend yield 0 % 0 % 0 % |
Summary of Restricted Stock and Restricted Stock Unit Activity | The following table summarizes the restricted stock units activity for fiscal year 2022: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) December 25, 2021 373 $ 197.45 Granted 158 $ 245.11 Vested (141) $ 176.04 Canceled (26) $ 243.42 December 31, 2022 364 $ 226.43 |
Information about PSUs and Related Weighted-Average Assumptions | The Company utilizes a Monte Carlo simulation valuation model to value these awards. Information pertaining to the Company’s PSUs and the related estimated weighted-average assumptions used to calculate their fair value were as follows: Fiscal Year 2022 2021 2020 (shares in thousands) PSUs granted 134 64 98 Weighted average grant date fair value $ 210.42 $ 407.76 $ 209.67 Key assumptions: Expected volatility 39 % 37 % 35 % Risk-free interest rate 2.6 % 0.2 % 0.2 % Expected dividend yield 0 % 0 % 0 % Total shareholder return of 20-trading day average stock price on grant date (32.7) % 39.9 % 21.7 % |
RESTRUCTURING AND ASSET IMPAI_2
RESTRUCTURING AND ASSET IMPAIRMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Fiscal Year 2022 2021 2020 (in thousands) RMS $ 1,007 $ 7 $ 845 DSA 851 3,114 8,605 Manufacturing 5,126 3,663 2,733 Unallocated corporate 1,229 72 411 Total $ 8,213 $ 6,856 $ 12,594 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Right-of-Use Lease Assets and Lease Liabilities in Condensed Financial Statements | Right-of-use lease assets and lease liabilities are reported in the Company’s consolidated balance sheets as follows: December 31, 2022 December 25, 2021 (in thousands) Operating leases Operating lease right-of-use assets, net $ 391,762 $ 292,941 Other current liabilities $ 46,526 $ 33,267 Operating lease right-of-use liabilities 389,745 252,972 Total operating lease liabilities $ 436,271 $ 286,239 Finance leases Property, plant and equipment, net $ 31,875 $ 29,437 Current portion of long-term debt and finance leases $ 2,330 $ 2,694 Long-term debt, net and finance leases 28,316 24,529 Total finance lease liabilities $ 30,646 $ 27,223 |
Schedule of Operating and Finance Lease Costs and Supplemental Cash Flow Information | The components of operating and finance lease costs were as follows: December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Operating lease costs $ 59,671 $ 45,728 $ 32,965 Finance lease costs: Amortization of right-of-use assets 3,035 3,337 3,723 Interest on lease liabilities 1,441 1,280 1,306 Short-term lease costs 2,954 2,441 2,349 Variable lease costs 13,965 4,623 5,122 Sublease income (1,912) (2,008) (1,673) Total lease costs $ 79,154 $ 55,401 $ 43,792 Other information related to leases was as follows: Supplemental cash flow information December 31, 2022 December 25, 2021 December 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 48,360 $ 42,576 $ 29,961 Operating cash flows from finance leases 1,442 1,282 1,306 Finance cash flows from finance leases 2,257 3,202 4,350 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 189,134 $ 142,764 $ 63,499 Right-of-use lease assets obtained in exchange for new finance lease liabilities 8,179 1,567 1,571 Lease term and discount rate As of As of As of December 31, 2022 December 25, 2021 December 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.8 9.0 8.5 Finance lease 13.6 11.7 12.4 Weighted-average discount rate Operating lease 4.3 % 3.6 % 4.5 % Finance lease 5.3 % 4.4 % 4.1 % |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases After Adoption | As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2023 $ 60,145 $ 3,793 2024 63,679 3,689 2025 55,969 3,422 2026 51,881 2,962 2027 50,329 2,923 Thereafter 257,752 27,031 Total minimum future lease payments 539,755 43,820 Less: Imputed interest 103,484 13,174 Total lease liabilities $ 436,271 $ 30,646 |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Finance Leases After Adoption | As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2023 $ 60,145 $ 3,793 2024 63,679 3,689 2025 55,969 3,422 2026 51,881 2,962 2027 50,329 2,923 Thereafter 257,752 27,031 Total minimum future lease payments 539,755 43,820 Less: Imputed interest 103,484 13,174 Total lease liabilities $ 436,271 $ 30,646 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) contract segment | Dec. 25, 2021 USD ($) contract | Dec. 26, 2020 USD ($) | |
Debt Instrument [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Depreciation | $ 157.3 | $ 140.7 | $ 123 |
Number of life insurance contracts | contract | 44 | 45 | |
Face value of life insurance contracts | $ 74.5 | $ 89.8 | |
Revenue from contract with customer, payment terms | 30 days | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Renewal term for leases | 1 year | ||
Minimum | Venture Capital Funds | |||
Debt Instrument [Line Items] | |||
Company's ownership percentage | 1% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Renewal term for leases | 5 years | ||
Maximum | Venture Capital Funds | |||
Debt Instrument [Line Items] | |||
Company's ownership percentage | 12% |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Composition of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and supplies | $ 38,892 | $ 33,118 |
Work in process | 48,367 | 40,268 |
Finished products | 168,550 | 125,760 |
Inventories | $ 255,809 | $ 199,146 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Composition of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,626,785 | $ 2,394,048 |
Less: Accumulated depreciation | (1,161,130) | (1,102,980) |
Property, plant and equipment, net | 1,465,655 | 1,291,068 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,192 | 59,486 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 963,717 | 987,544 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 850,353 | 760,353 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 294,275 | 141,525 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,317 | 22,520 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 227,797 | 210,582 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,421 | 6,897 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 199,713 | $ 205,141 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | Buildings and building improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 10 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Minimum | Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Minimum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Maximum | Buildings and building improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 40 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 20 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 10 years |
Maximum | Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 8 years |
Maximum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 27, 2023 | Dec. 20, 2022 | Apr. 05, 2022 | Oct. 12, 2021 | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 03, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 | Dec. 25, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 2,711,881 | $ 2,849,903 | $ 2,711,881 | ||||||||||||
Transaction and integration costs | 8,740 | 39,099 | $ 10,014 | ||||||||||||
Gain on sale of business | 123,405 | 25,026 | 0 | ||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Avian | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration received from divestiture | $ 169,000 | ||||||||||||||
Contingent consideration | 30,000 | 10,000 | |||||||||||||
Gain on sale of business | $ 123,400 | ||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | RMS Japan | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration received from divestiture | $ 70,900 | ||||||||||||||
Gain on sale of business | $ 20,000 | ||||||||||||||
Cash proceeds from divestiture | 7,900 | ||||||||||||||
Pension over funding and other post-closing adjustments | 3,800 | ||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | CDMO Sweden | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration received from divestiture | 59,600 | ||||||||||||||
Contingent consideration | 15,300 | 7,500 | |||||||||||||
Cash proceeds from divestiture | 200 | ||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Maximum | CDMO Sweden | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contingent consideration | 25,000 | ||||||||||||||
Purchase obligation | $ 10,000 | ||||||||||||||
SAMDI Tech, Inc | Subsequent Event | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 60,000 | ||||||||||||||
Business combination, step acquisition, equity interest in acquiree, percentage | 20% | ||||||||||||||
Explora BioLabs | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price allocation | $ 284,521 | ||||||||||||||
Cash acquired | 6,600 | ||||||||||||||
Goodwill | 215,752 | ||||||||||||||
Definite-lived intangible assets | $ 70,100 | ||||||||||||||
Weighted average life | 12 years | ||||||||||||||
Property, plant and equipment | $ 37,369 | ||||||||||||||
Vigene Biosciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 323,900 | ||||||||||||||
Purchase price allocation | 323,879 | ||||||||||||||
Cash acquired | 2,700 | ||||||||||||||
Contingent consideration | 34,500 | 0 | |||||||||||||
Goodwill | 239,681 | ||||||||||||||
Definite-lived intangible assets | $ 93,900 | ||||||||||||||
Weighted average life | 11 years | ||||||||||||||
Property, plant and equipment | $ 7,649 | ||||||||||||||
Vigene Biosciences, Inc. | Maximum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration contingent upon future performance | $ 57,500 | ||||||||||||||
Retrogenix Limited | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 53,900 | ||||||||||||||
Purchase price allocation | 53,921 | ||||||||||||||
Cash acquired | 8,500 | ||||||||||||||
Contingent consideration | 6,900 | ||||||||||||||
Goodwill | 34,489 | ||||||||||||||
Definite-lived intangible assets | $ 22,126 | ||||||||||||||
Weighted average life | 11 years | ||||||||||||||
Property, plant and equipment | $ 400 | ||||||||||||||
Cognate BioServices, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 877,900 | ||||||||||||||
Purchase price allocation | 877,865 | ||||||||||||||
Cash acquired | 70,500 | ||||||||||||||
Value of consideration not acquired | $ 15,700 | ||||||||||||||
Ownership percentage not acquired | 2% | ||||||||||||||
Goodwill | $ 611,555 | ||||||||||||||
Definite-lived intangible assets | $ 270,900 | ||||||||||||||
Weighted average life | 13 years | ||||||||||||||
Property, plant and equipment | $ 52,082 | ||||||||||||||
Distributed Bio, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 97,000 | ||||||||||||||
Purchase price allocation | 97,030 | ||||||||||||||
Cash acquired | 800 | ||||||||||||||
Contingent consideration | 14,100 | 0 | |||||||||||||
Cash portion of consideration transferred | 80,800 | ||||||||||||||
Payments to settle promissory note | 3,000 | ||||||||||||||
Payment for contingent consideration | 7,000 | ||||||||||||||
Goodwill | 71,585 | ||||||||||||||
Definite-lived intangible assets | $ 24,540 | ||||||||||||||
Weighted average life | 7 years | ||||||||||||||
Property, plant and equipment | $ 2,382 | ||||||||||||||
Distributed Bio, Inc. | Maximum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration contingent upon future performance | $ 21,000 | ||||||||||||||
Other Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 35,400 | ||||||||||||||
Contingent consideration | 15,900 | $ 0 | |||||||||||||
Consideration contingent upon future performance | 17,500 | ||||||||||||||
Cash portion of consideration transferred | 19,500 | 5,500 | |||||||||||||
Goodwill | 17,300 | ||||||||||||||
Definite-lived intangible assets | $ 15,200 | ||||||||||||||
Weighted average life | 4 years | ||||||||||||||
Property, plant and equipment | $ 3,000 | ||||||||||||||
Cellero, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 36,900 | ||||||||||||||
Purchase price allocation | 36,850 | ||||||||||||||
Cash acquired | 500 | ||||||||||||||
Goodwill | 19,457 | ||||||||||||||
Definite-lived intangible assets | $ 16,230 | ||||||||||||||
Weighted average life | 12 years | ||||||||||||||
Property, plant and equipment | $ 1,648 | ||||||||||||||
HemaCare Corporation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $ 376,700 | ||||||||||||||
Purchase price allocation | 376,721 | ||||||||||||||
Cash acquired | 3,100 | ||||||||||||||
Goodwill | 210,196 | ||||||||||||||
Definite-lived intangible assets | $ 183,540 | ||||||||||||||
Weighted average life | 18 years | ||||||||||||||
Property, plant and equipment | $ 10,033 | ||||||||||||||
Cognate BioServices, Inc. and Viegene Biosciences, Inc. | Depreciation and Amortization Expense | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Adjustments to purchase price | 24,500 | 24,200 | |||||||||||||
Cognate BioServices, Inc. and Viegene Biosciences, Inc. | Interest expense | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Adjustments to purchase price | $ 5,600 | $ 10,400 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 05, 2022 | Dec. 25, 2021 | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 2,849,903 | $ 2,711,881 | |||||||
Explora BioLabs | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 7,679 | ||||||||
Other current assets (excluding cash) | 1,067 | ||||||||
Property, plant and equipment | 37,369 | ||||||||
Operating lease right-of-use asset, net | 48,613 | ||||||||
Goodwill | 215,752 | ||||||||
Definite-lived intangible assets | 70,100 | ||||||||
Other long-term assets | 556 | ||||||||
Deferred revenue | (3,507) | ||||||||
Current liabilities | (15,507) | ||||||||
Operating lease right-of-use liabilities | (57,193) | ||||||||
Deferred tax liabilities | (18,601) | ||||||||
Other long-term liabilities | (1,807) | ||||||||
Total purchase price allocation | 284,521 | ||||||||
Goodwill acquired but not deductible For income taxes | $ 5,000 | ||||||||
Vigene Biosciences, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 3,548 | ||||||||
Other current assets (excluding cash) | 1,657 | ||||||||
Property, plant and equipment | 7,649 | ||||||||
Operating lease right-of-use asset, net | 22,507 | ||||||||
Goodwill | 239,681 | ||||||||
Definite-lived intangible assets | 93,900 | ||||||||
Other long-term assets | 694 | ||||||||
Deferred revenue | (4,260) | ||||||||
Current liabilities | (6,319) | ||||||||
Operating lease right-of-use liabilities | (21,220) | ||||||||
Deferred tax liabilities | (13,958) | ||||||||
Other long-term liabilities | 0 | ||||||||
Total purchase price allocation | $ 323,879 | ||||||||
Retrogenix Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 2,266 | ||||||||
Other current assets (excluding cash) | 209 | ||||||||
Property, plant and equipment | 400 | ||||||||
Operating lease right-of-use asset, net | 1,385 | ||||||||
Goodwill | 34,489 | ||||||||
Definite-lived intangible assets | 22,126 | ||||||||
Other long-term assets | 0 | ||||||||
Deferred revenue | (434) | ||||||||
Current liabilities | (1,141) | ||||||||
Operating lease right-of-use liabilities | (1,205) | ||||||||
Deferred tax liabilities | (4,174) | ||||||||
Other long-term liabilities | 0 | ||||||||
Total purchase price allocation | $ 53,921 | ||||||||
Cognate BioServices, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 18,566 | ||||||||
Other current assets (excluding cash) | 14,128 | ||||||||
Property, plant and equipment | 52,082 | ||||||||
Operating lease right-of-use asset, net | 34,349 | ||||||||
Goodwill | 611,555 | ||||||||
Definite-lived intangible assets | 270,900 | ||||||||
Other long-term assets | 6,098 | ||||||||
Deferred revenue | (20,539) | ||||||||
Current liabilities | (45,388) | ||||||||
Operating lease right-of-use liabilities | (31,383) | ||||||||
Deferred tax liabilities | (32,503) | ||||||||
Other long-term liabilities | 0 | ||||||||
Total purchase price allocation | 877,865 | ||||||||
Estimated tax liability | $ 17,000 | ||||||||
Distributed Bio, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 2,722 | ||||||||
Other current assets (excluding cash) | 221 | ||||||||
Property, plant and equipment | 2,382 | ||||||||
Operating lease right-of-use asset, net | 1,586 | ||||||||
Goodwill | 71,585 | ||||||||
Definite-lived intangible assets | 24,540 | ||||||||
Other long-term assets | 469 | ||||||||
Deferred revenue | (1,319) | ||||||||
Current liabilities | (1,504) | ||||||||
Operating lease right-of-use liabilities | (1,123) | ||||||||
Deferred tax liabilities | (2,529) | ||||||||
Other long-term liabilities | 0 | ||||||||
Total purchase price allocation | $ 97,030 | ||||||||
Cellero, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 1,500 | ||||||||
Inventories | 551 | ||||||||
Other current assets (excluding cash) | 182 | ||||||||
Property, plant and equipment | 1,648 | ||||||||
Goodwill | 19,457 | ||||||||
Definite-lived intangible assets | 16,230 | ||||||||
Other long-term assets | 849 | ||||||||
Current liabilities | (1,360) | ||||||||
Deferred tax liabilities | (1,467) | ||||||||
Other long-term liabilities | (740) | ||||||||
Total purchase price allocation | 36,850 | ||||||||
Goodwill resulting from transaction | $ 10,800 | ||||||||
HemaCare Corporation | |||||||||
Business Acquisition [Line Items] | |||||||||
Trade receivables | $ 6,451 | ||||||||
Inventories | 8,468 | ||||||||
Other current assets (excluding cash) | 3,494 | ||||||||
Property, plant and equipment | 10,033 | ||||||||
Goodwill | 210,196 | ||||||||
Definite-lived intangible assets | 183,540 | ||||||||
Other long-term assets | 5,920 | ||||||||
Current liabilities | (5,188) | ||||||||
Deferred tax liabilities | (38,529) | ||||||||
Other long-term liabilities | (7,664) | ||||||||
Total purchase price allocation | $ 376,721 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 05, 2022 | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Explora BioLabs | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 70,100 | ||||||
Weighted average amortization life of intangible assets acquired | 12 years | ||||||
Vigene Biosciences, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 93,900 | ||||||
Weighted average amortization life of intangible assets acquired | 11 years | ||||||
Retrogenix Limited | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 22,126 | ||||||
Weighted average amortization life of intangible assets acquired | 11 years | ||||||
Cognate BioServices, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 270,900 | ||||||
Weighted average amortization life of intangible assets acquired | 13 years | ||||||
Distributed Bio, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 24,540 | ||||||
Weighted average amortization life of intangible assets acquired | 7 years | ||||||
Cellero, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 16,230 | ||||||
Weighted average amortization life of intangible assets acquired | 12 years | ||||||
HemaCare Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 183,540 | ||||||
Weighted average amortization life of intangible assets acquired | 18 years | ||||||
Client relationships | Explora BioLabs | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 64,000 | ||||||
Weighted average amortization life of intangible assets acquired | 13 years | ||||||
Client relationships | Vigene Biosciences, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 87,500 | ||||||
Weighted average amortization life of intangible assets acquired | 12 years | ||||||
Client relationships | Retrogenix Limited | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 17,340 | ||||||
Weighted average amortization life of intangible assets acquired | 13 years | ||||||
Client relationships | Cognate BioServices, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 257,200 | ||||||
Weighted average amortization life of intangible assets acquired | 13 years | ||||||
Client relationships | Distributed Bio, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 16,080 | ||||||
Weighted average amortization life of intangible assets acquired | 9 years | ||||||
Client relationships | Cellero, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 14,740 | ||||||
Weighted average amortization life of intangible assets acquired | 13 years | ||||||
Client relationships | HemaCare Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 170,390 | ||||||
Weighted average amortization life of intangible assets acquired | 19 years | ||||||
Other intangible assets | Explora BioLabs | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 6,100 | ||||||
Weighted average amortization life of intangible assets acquired | 4 years | ||||||
Other intangible assets | Vigene Biosciences, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 6,400 | ||||||
Weighted average amortization life of intangible assets acquired | 2 years | ||||||
Other intangible assets | Retrogenix Limited | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 4,786 | ||||||
Weighted average amortization life of intangible assets acquired | 3 years | ||||||
Other intangible assets | Cognate BioServices, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 13,700 | ||||||
Weighted average amortization life of intangible assets acquired | 2 years | ||||||
Other intangible assets | Distributed Bio, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 8,460 | ||||||
Weighted average amortization life of intangible assets acquired | 4 years | ||||||
Other intangible assets | Cellero, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 1,490 | ||||||
Weighted average amortization life of intangible assets acquired | 3 years | ||||||
Other intangible assets | HemaCare Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 5,820 | ||||||
Weighted average amortization life of intangible assets acquired | 3 years | ||||||
Trade name | Cellero, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 0 | ||||||
Trade name | HemaCare Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets acquired | $ 7,330 | ||||||
Weighted average amortization life of intangible assets acquired | 10 years |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Transaction and Integration Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Transaction and integration costs | $ 8,740 | $ 39,099 | $ 10,014 |
ACQUISITIONS AND DIVESTITURES_5
ACQUISITIONS AND DIVESTITURES - Pro Forma Financial Information (Details) - Cognate BioServices, Inc. and Viegene Biosciences, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 3,583,646 | $ 3,068,161 |
Net income attributable to common shareholders | $ 376,152 | $ 347,873 |
ACQUISITIONS AND DIVESTITURES_6
ACQUISITIONS AND DIVESTITURES - Schedule of Divestitures (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | Dec. 19, 2022 | Oct. 12, 2021 |
Avian | ||
Assets | ||
Current assets | $ 30,545 | |
Property, plant, and equipment, net | 24,602 | |
Operating lease right-of-use assets, net | 611 | |
Goodwill | 3,168 | |
Client relationships, net | 1,629 | |
Other assets | 10 | |
Total assets | 60,565 | |
Liabilities | ||
Current liabilities | 8,139 | |
Operating lease right-of-use liabilities | 331 | |
Long-term liabilities | 0 | |
Total liabilities | $ 8,470 | |
RMS Japan | ||
Assets | ||
Current assets | $ 26,524 | |
Property, plant, and equipment, net | 17,379 | |
Operating lease right-of-use assets, net | 0 | |
Goodwill | 4,129 | |
Client relationships, net | 0 | |
Other assets | 3,695 | |
Total assets | 51,727 | |
Liabilities | ||
Current liabilities | 8,705 | |
Operating lease right-of-use liabilities | 0 | |
Long-term liabilities | 94 | |
Total liabilities | 8,799 | |
CDMO Sweden | ||
Assets | ||
Current assets | 8,187 | |
Property, plant, and equipment, net | 14,339 | |
Operating lease right-of-use assets, net | 19,733 | |
Goodwill | 27,764 | |
Client relationships, net | 14,089 | |
Other assets | 0 | |
Total assets | 84,112 | |
Liabilities | ||
Current liabilities | 6,386 | |
Operating lease right-of-use liabilities | 18,221 | |
Long-term liabilities | 0 | |
Total liabilities | $ 24,607 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenues by Major Business Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 3,976,060 | $ 3,540,160 | $ 2,923,933 |
RMS | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 739,175 | 690,437 | 571,152 |
RMS | Services and products transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 340,708 | 263,659 | 240,480 |
RMS | Services and products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 398,467 | 426,778 | 330,672 |
DSA | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,447,316 | 2,107,231 | 1,837,428 |
DSA | Services and products transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,440,646 | 2,103,415 | 1,836,519 |
DSA | Services and products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 6,670 | 3,816 | 909 |
Manufacturing | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 789,569 | 742,492 | 515,353 |
Manufacturing | Services and products transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 371,500 | 335,745 | 174,254 |
Manufacturing | Services and products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 418,069 | $ 406,747 | $ 341,099 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Client Receivables, Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Client receivables | $ 559,410 | $ 489,452 |
Unbilled revenue | 204,258 | 160,609 |
Total | 763,668 | 650,061 |
Allowance for doubtful accounts | (11,278) | (7,180) |
Trade receivables and contract assets, net | 752,390 | 642,881 |
Current deferred revenue | 264,259 | 219,703 |
Long term deferred revenue (included in Other long-term liabilities) | 25,795 | 20,578 |
Customer contract deposits (included in Other current-liabilities) | $ 91,640 | $ 59,512 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Unpaid advanced client billings | $ 54,000 | $ 36,000 | |
Provisions to allowance for credit losses | 6,700 | 1,700 | $ 6,400 |
Performance obligations expected to be satisfied | 1,203,100 | ||
Lease revenue | $ 60,118 | $ 18,118 | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, percentage | 50% | ||
Performance obligations expected to be satisfied, expected timing | 12 months |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION - Financial Information by Reportable Business Segment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 3 | ||
Segment Reporting Information [Line Items] | |||
Revenue | $ 3,976,060 | $ 3,540,160 | $ 2,923,933 |
Operating income | 650,975 | 589,862 | 432,729 |
Depreciation and amortization | 303,870 | 265,540 | 234,924 |
Capital expenditures | 324,733 | 228,772 | 166,560 |
Unallocated corporate | |||
Segment Reporting Information [Line Items] | |||
Operating income | (209,408) | (230,320) | (177,430) |
Depreciation and amortization | 2,181 | 2,968 | 3,018 |
Capital expenditures | 3,950 | 7,230 | 5,133 |
RMS | |||
Segment Reporting Information [Line Items] | |||
Revenue | 739,175 | 690,437 | 571,152 |
RMS | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 739,175 | 690,437 | 571,152 |
Operating income | 160,410 | 166,814 | 102,706 |
Depreciation and amortization | 49,274 | 39,123 | 37,080 |
Capital expenditures | 44,136 | 61,188 | 29,487 |
DSA | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,447,316 | 2,107,231 | 1,837,428 |
DSA | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,447,316 | 2,107,231 | 1,837,428 |
Operating income | 532,889 | 406,978 | 325,959 |
Depreciation and amortization | 179,465 | 177,254 | 168,922 |
Capital expenditures | 189,563 | 101,477 | 105,653 |
Manufacturing | |||
Segment Reporting Information [Line Items] | |||
Revenue | 789,569 | 742,492 | 515,353 |
Manufacturing | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 789,569 | 742,492 | 515,353 |
Operating income | 167,084 | 246,390 | 181,494 |
Depreciation and amortization | 72,950 | 46,195 | 25,904 |
Capital expenditures | $ 87,084 | $ 58,877 | $ 26,287 |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION - Revenue and Long-Lived Assets by Geographic Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 3,976,060 | $ 3,540,160 | $ 2,923,933 |
Long-lived assets | 1,465,655 | 1,291,068 | 1,124,358 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,342,158 | 1,934,404 | 1,627,149 |
Long-lived assets | 896,235 | 755,400 | 627,871 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,032,125 | 1,036,465 | 829,312 |
Long-lived assets | 349,361 | 323,405 | 286,229 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenue | 398,982 | 339,098 | 306,259 |
Long-lived assets | 135,300 | 145,274 | 145,410 |
Asia Pacific | |||
Segment Reporting Information [Line Items] | |||
Revenue | 192,837 | 222,902 | 155,086 |
Long-lived assets | 82,778 | 64,864 | 62,931 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 9,958 | 7,291 | 6,127 |
Long-lived assets | $ 1,981 | $ 2,125 | $ 1,917 |
VENTURE CAPITAL AND STRATEGIC_3
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS - Venture Capital Investments (Details) - Venture Capital Funds - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Beginning balance | $ 149,640 | $ 197,100 | $ 108,983 |
Capital contributions | 14,485 | 18,023 | 14,456 |
Distributions | (9,861) | (40,205) | (27,586) |
Gain (loss) | (24,398) | (23,201) | 101,288 |
Foreign currency translation | (854) | (2,077) | (41) |
Ending balance | $ 129,012 | $ 149,640 | $ 197,100 |
VENTURE CAPITAL AND STRATEGIC_4
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS - Strategic Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Beginning balance | $ 201,352 | ||
Ending balance | 311,602 | $ 201,352 | |
Strategic Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Beginning balance | 51,712 | 24,704 | $ 13,996 |
Acquired investments | 142,477 | 35,540 | 10,748 |
Distributions | (2,732) | (789) | 0 |
Gain (loss) | (2,377) | (7,219) | (427) |
Foreign currency translation | (6,490) | (524) | 387 |
Ending balance | $ 182,590 | $ 51,712 | $ 24,704 |
VENTURE CAPITAL AND STRATEGIC_5
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS - Additional Information (Details) - DSA Supplier - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Company's ownership percentage | 49% | |
Payments to Acquire Equity Method Investments | $ 90 | |
Contingent payments | $ 5 | |
Allocable basis of investment in excess of proportional interest in underlying net assets | $ 86.7 | |
Deferred Tax Liability | ||
Schedule of Equity Method Investments [Line Items] | ||
Allocable basis of investment in excess of proportional interest in underlying net assets | 10.7 | |
Goodwill | ||
Schedule of Equity Method Investments [Line Items] | ||
Allocable basis of investment in excess of proportional interest in underlying net assets | 26.2 | |
Finite-Lived Intangible Assets | ||
Schedule of Equity Method Investments [Line Items] | ||
Allocable basis of investment in excess of proportional interest in underlying net assets | $ 71.2 |
FAIR VALUE - Assets and Liabili
FAIR VALUE - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Current assets measured at fair value: | ||
Cash equivalents | $ 78 | $ 893 |
Other assets: | ||
Life insurance policies | 34,527 | 42,918 |
Total assets measured at fair value | 34,605 | 43,811 |
Accrued liabilities measured at fair value: | ||
Contingent consideration | $ 13,431 | 11,794 |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 25,450 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other assets | |
Interest rate swap | $ 1,523 | |
Total liabilities measured at fair value | 14,954 | 37,244 |
Level 1 | ||
Current assets measured at fair value: | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Accrued liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 0 | |
Interest rate swap | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Current assets measured at fair value: | ||
Cash equivalents | 78 | 893 |
Other assets: | ||
Life insurance policies | 34,527 | 42,918 |
Total assets measured at fair value | 34,605 | 43,811 |
Accrued liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 0 | |
Interest rate swap | 1,523 | |
Total liabilities measured at fair value | 1,523 | 0 |
Level 3 | ||
Current assets measured at fair value: | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | |
Total assets measured at fair value | 0 | 0 |
Accrued liabilities measured at fair value: | ||
Contingent consideration | 13,431 | 11,794 |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 25,450 | |
Interest rate swap | 0 | |
Total liabilities measured at fair value | $ 13,431 | $ 37,244 |
FAIR VALUE - Rollforward of Con
FAIR VALUE - Rollforward of Contingent Consideration (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 37,244 | $ 2,328 | $ 712 |
Additions | 3,838 | 71,559 | 2,131 |
Payments | (11,476) | (2,889) | (230) |
Total gains or losses (realized/unrealized): | |||
Adjustment of previously recorded contingent liability | (15,340) | (33,386) | (468) |
Foreign currency translation | (835) | (368) | 183 |
Ending balance | $ 13,431 | $ 37,244 | $ 2,328 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Interest Rate Swap | Designated as Hedging Instrument | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 500,000 | ||||
Revolving Facility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative, fixed interest rate | 4.70% | ||||
Stated interest rate | 5.825% | ||||
Contingent Consideration | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent consideration | $ 13,431 | $ 37,244 | $ 2,328 | $ 712 | |
Level 3 | Contingent Consideration | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent consideration | $ 13,000 | ||||
Weighted average probability percentage of achieving maximum target | 24% | ||||
Level 3 | Contingent Consideration | Average Volatility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration, measurement input | 0.40 | ||||
Level 3 | Contingent Consideration | Weighted Average Cost of Capital | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration, measurement input | 0.16 | ||||
Level 3 | Contingent Consideration | Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent consideration | $ 57,000 |
FAIR VALUE - Debt Instruments (
FAIR VALUE - Debt Instruments (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 28, 2019 |
4.25% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.25% | 4.25% | 4.25% |
4.25% Senior Notes due 2028 | Book Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 500,000 | $ 500,000 | |
4.25% Senior Notes due 2028 | Fair Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 460,450 | $ 521,250 | |
3.75% Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.75% | 3.75% | |
3.75% Senior Notes due 2029 | Book Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 500,000 | $ 500,000 | |
3.75% Senior Notes due 2029 | Fair Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 442,200 | $ 506,700 | |
4.00% Senior Notes due 2031 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4% | 4% | |
4.00% Senior Notes due 2031 | Book Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 500,000 | $ 500,000 | |
4.00% Senior Notes due 2031 | Fair Value | |||
Debt Instrument [Line Items] | |||
Value of debt instruments | $ 432,500 | $ 507,500 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Rollforward of Company's Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Goodwill [Roll Forward] | ||
Gross carrying amount, beginning balance | $ 2,711,881 | $ 1,809,168 |
Acquisitions | 215,160 | 974,919 |
Divestitures | (3,168) | (31,893) |
Foreign exchange | (73,970) | (40,313) |
Gross carrying amount, ending balance | 2,849,903 | 2,711,881 |
RMS | ||
Goodwill [Roll Forward] | ||
Gross carrying amount, beginning balance | 283,524 | 287,759 |
Acquisitions | 215,752 | 0 |
Divestitures | 0 | (4,129) |
Foreign exchange | (1,566) | (106) |
Gross carrying amount, ending balance | 497,710 | 283,524 |
DSA | ||
Goodwill [Roll Forward] | ||
Gross carrying amount, beginning balance | 1,472,506 | 1,378,130 |
Acquisitions | 0 | 123,091 |
Divestitures | 0 | 0 |
Foreign exchange | (38,905) | (28,715) |
Gross carrying amount, ending balance | 1,433,601 | 1,472,506 |
Goodwill, Impaired, Accumulated Impairment Loss | 1,000,000 | |
Manufacturing | ||
Goodwill [Roll Forward] | ||
Gross carrying amount, beginning balance | 955,851 | 143,279 |
Acquisitions | (592) | 851,828 |
Divestitures | (3,168) | (27,764) |
Foreign exchange | (33,499) | (11,492) |
Gross carrying amount, ending balance | $ 918,592 | $ 955,851 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | $ 146,578,000 | $ 124,857,000 | $ 111,877,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, Net by Major Class (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Finite-lived intangible assets | ||
Gross | $ 1,687,390 | $ 1,672,415 |
Accumulated Amortization | (732,116) | (611,223) |
Net | 955,275 | 1,061,192 |
Backlog | ||
Finite-lived intangible assets | ||
Gross | 15,236 | 12,577 |
Accumulated Amortization | (12,512) | (9,517) |
Net | 2,724 | 3,060 |
Technology | ||
Finite-lived intangible assets | ||
Gross | 129,626 | 135,764 |
Accumulated Amortization | (101,655) | (95,454) |
Net | 27,971 | 40,310 |
Trademarks and trade names | ||
Finite-lived intangible assets | ||
Gross | 12,617 | 13,086 |
Accumulated Amortization | (4,410) | (3,448) |
Net | 8,207 | 9,638 |
Other | ||
Finite-lived intangible assets | ||
Gross | 37,985 | 35,231 |
Accumulated Amortization | (22,122) | (8,445) |
Net | 15,864 | 26,786 |
Client relationships | ||
Finite-lived intangible assets | ||
Gross | 1,491,926 | 1,475,757 |
Accumulated Amortization | (591,417) | (494,359) |
Net | $ 900,509 | $ 981,398 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Estimated Amortization Expense for Intangible Assets for Next Five Fiscal Years (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Estimated amortization expense for each of the next five fiscal years | |
2023 | $ 134,311 |
2024 | 122,612 |
2025 | 115,856 |
2026 | 108,436 |
2027 | $ 97,700 |
DEBT AND OTHER FINANCING ARRA_3
DEBT AND OTHER FINANCING ARRANGEMENTS - Long-term Debt, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 25, 2021 | Dec. 28, 2019 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,699,180 | |||
Finance leases | 30,646 | $ 27,223 | ||
Total debt and finance leases | 2,729,826 | 2,689,022 | ||
Current portion of long-term debt | 1,347 | 101 | ||
Current portion of finance leases | 2,330 | 2,694 | ||
Current portion of long-term debt and finance leases | 3,677 | 2,795 | ||
Long-term debt and finance leases | 2,726,149 | 2,686,227 | ||
Debt discount and debt issuance costs | (18,618) | (22,663) | ||
Long-term debt, net and finance leases | 2,707,531 | 2,663,564 | ||
Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.825% | |||
Long-term debt, gross | 1,197,586 | 1,161,431 | ||
Other Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 1,594 | $ 368 | ||
4.25% Senior Notes due 2028 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.25% | 4.25% | 4.25% | |
Long-term debt, gross | $ 500,000 | $ 500,000 | ||
3.75% Senior Notes due 2029 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.75% | 3.75% | ||
Long-term debt, gross | $ 500,000 | $ 500,000 | ||
4.00% Senior Notes due 2031 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4% | 4% | ||
Long-term debt, gross | $ 500,000 | $ 500,000 |
DEBT AND OTHER FINANCING ARRA_4
DEBT AND OTHER FINANCING ARRANGEMENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jun. 26, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | |
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 4.58% | 2.78% | ||||
Extinguishment costs | $ (4,118) | $ (29,964) | $ (3,661) | |||
Deferred financing costs expensed | 0 | 38,255 | $ 0 | |||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 18,600 | 17,700 | ||||
Multi-currency Revolving Facility | ||||||
Debt Instrument [Line Items] | ||||||
Prepayments of long-term debt | $ 135,000 | |||||
Multi-currency Revolving Facility | $3.0 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Amount of credit facility | $ 3,000,000 | |||||
Minimum EBITDA less capital expenditures to consolidated cash interest expense | 3.50 | |||||
Maximum consolidated indebtedness to consolidated EBITDA, with step downs | 4.25 | |||||
Multi-currency Revolving Facility | $3.0 Billion Credit Facility | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.50% | |||||
Multi-currency Revolving Facility | $3.0 Billion Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1% | |||||
Senior Notes | 4.25% Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Stated interest rate | 4.25% | 4.25% | 4.25% | |||
Senior Notes | 3.75% Senior Notes due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Stated interest rate | 3.75% | 3.75% | ||||
Senior Notes | 4.00% Senior Notes due 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Stated interest rate | 4% | 4% | ||||
Senior Notes | Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Prepayments of long-term debt | $ 500,000 | |||||
Extinguishment costs | 21,000 | |||||
Payments for accrued interest | 13,000 | |||||
Deferred financing costs expensed | 5,000 | |||||
Aggregate principal amount | $ 500,000 | |||||
Senior Notes | Senior Notes Due 2029 And 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment costs | 21,000 | |||||
Payments for accrued interest | 13,000 | |||||
Deferred financing costs expensed | 10,000 | |||||
Aggregate principal amount | 1,000,000 | |||||
Medium-term Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepayments of long-term debt | 146,900 | |||||
Foreign Exchange Forward | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Notional amount | $ 400,000 | 400,000 | ||||
Foreign Exchange Forward | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Notional amount | $ 250,000 | $ 250,000 |
DEBT AND OTHER FINANCING ARRA_5
DEBT AND OTHER FINANCING ARRANGEMENTS - Cross Currency Loans (Details) - Foreign Exchange Forward - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Interest expense | ||
Derivatives, Fair Value [Line Items] | ||
Gain (loss) recognized in interest expense | $ 49,712 | $ 34,131 |
Other income (expense) | ||
Derivatives, Fair Value [Line Items] | ||
Gain (loss) recognized in interest expense | $ (46,529) | $ (31,830) |
DEBT AND OTHER FINANCING ARRA_6
DEBT AND OTHER FINANCING ARRANGEMENTS - Principal Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,347 |
2024 | 247 |
2025 | 0 |
2026 | 1,197,586 |
2027 | 0 |
Thereafter | 1,500,000 |
Total | $ 2,699,180 |
EQUITY AND NONCONTROLLING INT_3
EQUITY AND NONCONTROLLING INTERESTS - Reconciliation of Numerator and Denominator in the Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Numerator: | |||
Net income | $ 492,608 | $ 398,837 | $ 365,306 |
Less: Net income attributable to noncontrolling interests | 6,382 | 7,855 | 1,002 |
Net income attributable to common shareholders | $ 486,226 | $ 390,982 | $ 364,304 |
Denominator: | |||
Weighted-average shares outstanding—Basic (in shares) | 50,812 | 50,293 | 49,550 |
Effect of dilutive securities: | |||
Stock options, restricted stock, restricted stock units and performance share units (in shares) | 489 | 1,132 | 1,061 |
Weighted-average shares outstanding—Diluted (in shares) | 51,301 | 51,425 | 50,611 |
Antidilutive common stock equivalents (in shares) | 560 | 152 | 249 |
EQUITY AND NONCONTROLLING INT_4
EQUITY AND NONCONTROLLING INTERESTS - Narrative (Details) - USD ($) shares in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Treasury Shares and Accelerated Stock Repurchase Program (ASR) [Line Items] | ||
Shares acquired for individual minimum statutory tax withholding (in shares) | 0.1 | 0.1 |
Value of shares acquired for individual minimum statutory tax withholding | $ 38,700,000 | $ 40,700,000 |
2010 Share Repurchase Program | ||
Treasury Shares and Accelerated Stock Repurchase Program (ASR) [Line Items] | ||
Aggregate authorization of share repurchase program | 1,300,000,000 | |
Amount remaining on the authorized share repurchase program | $ 129,100,000 |
EQUITY AND NONCONTROLLING INT_5
EQUITY AND NONCONTROLLING INTERESTS - Changes to Accumulated Other Comprehensive Income (Loss), Net of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | $ 2,538,982 | $ 2,118,169 | $ 1,637,828 |
Income tax (benefit) expense | (1,905) | (3,965) | 15,372 |
Ending balance | 2,981,078 | 2,538,982 | 2,118,169 |
Foreign Currency Translation Adjustment and Other | |||
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | (98,173) | (73,884) | (87,578) |
Other comprehensive income (loss) before reclassifications | (125,507) | (30,316) | 20,909 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 |
Net current period other comprehensive (loss) income | (125,507) | (30,316) | 20,909 |
Income tax (benefit) expense | (5,895) | (6,027) | 7,215 |
Ending balance | (217,785) | (98,173) | (73,884) |
Pension and Other Post-Retirement Benefit Plans | |||
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | (66,567) | (64,990) | (90,441) |
Other comprehensive income (loss) before reclassifications | 24,471 | (1,193) | 15,747 |
Amounts reclassified from accumulated other comprehensive income | 3,337 | 1,678 | 17,861 |
Net current period other comprehensive (loss) income | 27,808 | 485 | 33,608 |
Income tax (benefit) expense | 4,355 | 2,062 | 8,157 |
Ending balance | (43,114) | (66,567) | (64,990) |
Net Unrealized Loss on Cash Flow Hedge | |||
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (1,523) | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 |
Net current period other comprehensive (loss) income | (1,523) | 0 | 0 |
Income tax (benefit) expense | (365) | 0 | 0 |
Ending balance | (1,158) | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) in Stockholders' Equity | |||
Beginning balance | (164,740) | (138,874) | (178,019) |
Other comprehensive income (loss) before reclassifications | (102,559) | (31,509) | 36,656 |
Amounts reclassified from accumulated other comprehensive income | 3,337 | 1,678 | 17,861 |
Net current period other comprehensive (loss) income | (99,222) | (29,831) | 54,517 |
Income tax (benefit) expense | (1,905) | (3,965) | 15,372 |
Ending balance | $ (262,057) | $ (164,740) | $ (138,874) |
EQUITY AND NONCONTROLLING INT_6
EQUITY AND NONCONTROLLING INTERESTS - Nonredeemable and Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Jun. 30, 2022 | Dec. 31, 2022 | Jun. 25, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Schedule of Investments [Line Items] | ||||||
Redeemable noncontrolling interests | $ 42,427 | $ 53,010 | $ 25,499 | $ 28,647 | ||
Vital River | ||||||
Schedule of Investments [Line Items] | ||||||
Redeemable noncontrolling interest, contractually defined redemption value | 24,400 | |||||
Supplier | ||||||
Schedule of Investments [Line Items] | ||||||
Purchase price of additional equity interest | $ 15,000 | |||||
Redeemable noncontrolling interests | $ 17,000 | |||||
Vital River | ||||||
Schedule of Investments [Line Items] | ||||||
Ownership percentage | 92% | |||||
Remaining ownership interest | 8% | |||||
Supplier | ||||||
Schedule of Investments [Line Items] | ||||||
Ownership percentage | 80% | |||||
Remaining ownership interest | 10% | |||||
Additional equity interest percentage purchased | 10% |
EQUITY AND NONCONTROLLING INT_7
EQUITY AND NONCONTROLLING INTERESTS - Rollforward of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ 53,010 | $ 25,499 | $ 28,647 |
Adjustments to redemption value | 7,506 | 21,312 | 0 |
Additional purchases | (15,000) | 0 | (3,732) |
Net income (loss) | 4,020 | 5,375 | (852) |
Dividends | (3,525) | 0 | 0 |
Foreign currency translation | (3,584) | 824 | 1,436 |
Ending balance | $ 42,427 | $ 53,010 | $ 25,499 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income before income taxes: | |||
U.S. | $ 280,075 | $ 129,598 | $ 226,935 |
Non-U.S. | 342,912 | 351,112 | 220,179 |
Income before income taxes | 622,987 | 480,710 | 447,114 |
Current: | |||
Federal | 75,052 | 32,728 | 38,192 |
Foreign | 68,644 | 60,197 | 35,410 |
State | 19,790 | 9,257 | 6,623 |
Total current | 163,486 | 102,182 | 80,225 |
Deferred: | |||
Federal | (27,230) | (27,486) | 386 |
Foreign | (1,134) | 13,891 | 5,583 |
State | (4,743) | (6,714) | (4,386) |
Total deferred | (33,107) | (20,309) | 1,583 |
Total provision for income taxes | $ 130,379 | $ 81,873 | $ 81,808 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of US Statutory Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory income tax rate | 21% | 21% | 21% |
Foreign tax rate differences | 0.40% | 0.10% | 1.20% |
State income taxes, net of federal tax benefit | 2.30% | 0.80% | 0.40% |
Non-deductible compensation | 0.90% | 1.20% | 1% |
Research tax credits and enhanced deductions | (3.80%) | (5.00%) | (3.40%) |
Stock-based compensation | (1.40%) | (4.30%) | (2.70%) |
Enacted tax rate changes | 0.40% | 3% | 0.70% |
Tax on unremitted earnings | 1.60% | 1.80% | 1.30% |
Impact of tax uncertainties | (1.30%) | 0.70% | (0.20%) |
Impact of acquisitions and restructuring | 2% | (1.60%) | 0.50% |
Net operating loss deferred tax asset recognition, net of valuation allowance (NOL DTA) | (0.80%) | 0% | (0.10%) |
Other | (0.40%) | (0.70%) | (1.40%) |
Effective income tax rate | 20.90% | 17% | 18.30% |
INCOME TAXES - Deferred Taxes (
INCOME TAXES - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Deferred tax assets: | ||||
Compensation | $ 26,341 | $ 28,900 | ||
Accruals and reserves | 16,938 | 23,760 | ||
Net operating loss and credit carryforwards | 382,932 | 410,156 | ||
Operating lease liability | 100,156 | 65,592 | ||
Other | 27,132 | 8,323 | ||
Valuation allowance | (294,753) | (315,645) | $ (334,845) | $ (309,962) |
Total deferred tax assets | 258,746 | 221,086 | ||
Deferred tax liabilities: | ||||
Goodwill and other intangibles | (256,234) | (280,081) | ||
Depreciation related | (48,965) | (35,514) | ||
Venture capital investments | (12,007) | (16,018) | ||
Tax on unremitted earnings | (16,407) | (21,060) | ||
Right-of-use assets | (91,716) | (64,257) | ||
Other | (7,737) | (3,650) | ||
Total deferred tax liabilities | (433,066) | (420,580) | ||
Net deferred taxes | $ (174,320) | $ (199,494) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Income Tax Contingency [Line Items] | ||
Increase in unrecognized income tax benefits | $ (9,400,000) | |
Unrecognized tax benefits that would impact effective tax rate | 20,300,000 | $ 30,000,000 |
Increase in unrecognized income tax benefits that would impact tax rate | (9,700,000) | |
Decrease in unrecognized tax benefits that is reasonably possible | 500,000 | |
Accrued interest related to unrecognized income tax benefits | 1,400,000 | 1,700,000 |
Accrued penalties related to unrecognized income tax benefits | 0 | 0 |
Prepaid taxes | 88,600,000 | 84,700,000 |
Accrued income taxes | 39,900,000 | 26,200,000 |
Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 336,600,000 | $ 368,500,000 |
Tax credit carryforward | 46,300,000 | |
Foreign Tax Authority | Tax Credit Carryforwards, Carried Forward Indefinitely | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward | 46,300,000 | |
Foreign Tax Authority | Net Operating Loss Carryforward, Expiring after Next Year | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 25,000,000 | |
Foreign Tax Authority | Net Operating Loss Carryforward, Carried Forward Indefinitely | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 311,600,000 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Deferred Tax Asset, Valuation Allowance [Roll Forward] | |||
Beginning balance | $ 315,645 | $ 334,845 | $ 309,962 |
Additions (reductions) charged to income tax provision, net | 1,929 | 1,023 | (2,707) |
Additions due to acquisitions | 0 | 7,747 | 0 |
Reductions due to divestitures, restructuring | (5,337) | (4,706) | 0 |
Currency translation and other | (17,484) | (23,264) | 27,590 |
Ending balance | $ 294,753 | $ 315,645 | $ 334,845 |
INCOME TAXES - Change in Tax Po
INCOME TAXES - Change in Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Reconciliation of Unrecognized Tax Benefits | |||
Beginning balance | $ 32,592 | $ 24,970 | $ 19,665 |
Additions to tax positions for current year | 4,756 | 9,544 | 7,044 |
Additions to tax positions for prior years | 962 | 2,476 | 4,589 |
Reductions to tax positions for prior years | (1,420) | (1,330) | (127) |
Settlements | (10,514) | (1,870) | (5,859) |
Expiration of statute of limitations | (3,134) | (1,198) | (342) |
Ending balance | $ 23,242 | $ 32,592 | $ 24,970 |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to participants within plan assets | $ 4,558 | $ 11,221 | |
Benefit obligations | 205,551 | 372,599 | $ 367,468 |
Fair value of plan assets | 192,540 | 335,631 | 324,752 |
Net periodic benefit cost (income) | $ 4,394 | 4,886 | 7,277 |
Deferral period | 3 years | ||
Maximum annual contributions per employee, percent | 10% | ||
Period of highest consecutive years of compensation | 5 years | ||
Costs associated with deferred compensation plan and executive supplemental life insurance retirement plans | $ 4,300 | 4,300 | 5,700 |
Cash surrender value of life insurance policies | 41,900 | 51,000 | |
Change in projected benefit obligation based on sensitivity | $ 7,000 | ||
Sensitivity of expected rate of return on plan assets, percent change | 0.50% | ||
Sensitivity of change in expected rate of return, annual pension expense amount | $ 1,000 | ||
Decrease in benefit obligations from new morality improvement scales | 200 | 500 | |
Expected employer contributions in next fiscal year | 0 | ||
Costs associated with employee savings plan | 28,800 | 24,000 | 14,600 |
Executive Officer | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Costs associated with deferred compensation plan and executive supplemental life insurance retirement plans | 8,100 | ||
Settlement charges related to pension losses | 2,100 | ||
U.K. Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to participants within plan assets | 0 | ||
Benefit obligations | 15,300 | ||
Fair value of plan assets | 11,700 | ||
Defined benefit plan, unrecognized losses | 4,100 | ||
Non-cash settlement charge related to pension losses, reclassified from AOCI to other expense | 1,000 | ||
U.K. Plan | Defined Benefit Plan, Funding Status | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to participants within plan assets | 38,700 | ||
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to participants within plan assets | 2,900 | ||
Non-cash settlement charge related to pension losses, reclassified from AOCI to other expense | 10,300 | ||
Net periodic benefit cost (income) | 100 | 500 | $ 1,600 |
Employer contributions to participants outside of plan assets | 1,600 | ||
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 9,308 | 60,872 | |
Target asset allocation percentage | 6.10% | ||
Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 123,638 | 140,082 | |
Target asset allocation percentage | 85.70% | ||
Other Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 36,327 | $ 45,646 | |
Target asset allocation percentage | 8.20% |
EMPLOYEE BENEFIT PLANS - Reconc
EMPLOYEE BENEFIT PLANS - Reconciliation of Benefit Obligations and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Change in projected benefit obligations: | |||
Benefit obligation at beginning of year | $ 372,599 | $ 367,468 | |
Service cost | 3,213 | 3,455 | $ 3,609 |
Interest cost | 6,140 | 5,492 | 8,849 |
Benefit payments | (6,469) | (7,564) | |
Curtailment | (2,477) | 0 | |
Settlements | (11,939) | (82) | |
Transfer out due to divestiture | 0 | (11,956) | |
Actuarial (gain) loss | (134,923) | 18,107 | |
Effect of foreign exchange | (20,593) | (2,321) | |
Benefit obligation at end of year | 205,551 | 372,599 | 367,468 |
Change in fair value of plan assets: | |||
Fair value of plan assets at beginning of year | 335,631 | 324,752 | |
Actual return on plan assets | (105,749) | 24,151 | |
Employer contributions | 4,558 | 11,221 | |
Settlements | (11,939) | (82) | |
Transfer out due to divestiture | 0 | (15,918) | |
Benefit payments | (6,469) | (7,564) | |
Administrative expenses paid | 0 | 0 | |
Effect of foreign exchange | (23,492) | (929) | |
Fair value of plan assets at end of year | 192,540 | 335,631 | $ 324,752 |
Net balance sheet liability | 13,011 | 36,968 | |
Amounts recognized in balance sheet: | |||
Noncurrent assets | 39,185 | 39,621 | |
Current liabilities | 1,151 | 1,876 | |
Noncurrent liabilities | $ 51,045 | $ 74,713 |
EMPLOYEE BENEFIT PLANS - Amount
EMPLOYEE BENEFIT PLANS - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Amounts recognized in accumulated other comprehensive income (loss) | ||
Net actuarial loss | $ 54,509 | $ 82,746 |
Net prior service cost (credit) | (585) | (1,091) |
Net amount recognized | $ 53,924 | $ 81,655 |
EMPLOYEE BENEFIT PLANS - Accumu
EMPLOYEE BENEFIT PLANS - Accumulated Benefit Obligation and Fair Value of Plan Assets for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Plans with Accumulated Benefit Obligations in Excess of Plan Assets | ||
Accumulated benefit obligation | $ 48,414 | $ 75,133 |
Fair value of plan assets | $ 2,258 | $ 12,663 |
EMPLOYEE BENEFIT PLANS - Projec
EMPLOYEE BENEFIT PLANS - Projected Benefit Obligation and Fair Value of Plan Assets for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 55,304 | $ 96,089 |
Fair value of plan assets | $ 3,108 | $ 19,500 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 3,213 | $ 3,455 | $ 3,609 |
Defined benefit plan, net periodic benefit cost (credit) excluding service cost, statement of income or comprehensive income [extensible enumeration] | Other income (expense), net | ||
Interest cost | $ 6,140 | 5,492 | 8,849 |
Expected return on plan assets | (7,322) | (8,058) | (11,348) |
Amortization of prior service credit | (506) | (531) | (489) |
Amortization of net loss | 2,869 | 4,528 | 6,239 |
Other | 0 | 0 | 417 |
Net periodic benefit cost | 4,394 | 4,886 | 7,277 |
Settlement | 981 | (2,320) | 12,385 |
Total benefit cost | $ 5,375 | $ 2,566 | $ 19,662 |
EMPLOYEE BENEFIT PLANS - Weight
EMPLOYEE BENEFIT PLANS - Weighted-average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Weighted-average assumptions used to determine projected benefit obligations | |||
Discount rate | 4.80% | 1.80% | |
Rate of compensation increase | 3.20% | 3.70% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate | 1.80% | 1.50% | 2.10% |
Expected long-term return on plan assets | 2.40% | 2.50% | 3.40% |
Rate of compensation increase | 3.70% | 3% | 3% |
EMPLOYEE BENEFIT PLANS - Fair V
EMPLOYEE BENEFIT PLANS - Fair Value of Company's Pension Plan Assets by Asset Category (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 192,540 | $ 335,631 | $ 324,752 |
Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,515 | 12,691 | |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,308 | 60,872 | |
Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 123,638 | 140,082 | |
Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17,752 | 76,340 | |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 36,327 | 45,646 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,742 | 15,213 | |
Level 1 | Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 362 | 8,142 | |
Level 1 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 1 | Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 1 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,380 | 7,071 | |
Level 1 | Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 183,739 | 319,340 | |
Level 2 | Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,153 | 4,549 | |
Level 2 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,308 | 60,872 | |
Level 2 | Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 123,638 | 140,082 | |
Level 2 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,372 | 69,269 | |
Level 2 | Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 36,268 | 44,568 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 59 | 1,078 | |
Level 3 | Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Debt Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 59 | $ 1,078 |
EMPLOYEE BENEFIT PLANS - Estima
EMPLOYEE BENEFIT PLANS - Estimated Future Benefit Payments (Details) - Pension Plans $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 5,607 |
2024 | 6,714 |
2025 | 6,734 |
2026 | 44,308 |
2027 | 7,769 |
2028-2032 | $ 48,718 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares to be awarded (in shares) | 5,300,000 | ||
Capitalized stock-based compensation related costs | $ 0 | $ 0 | $ 0 |
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 90.05 | $ 108.61 | $ 53.37 |
Share-based compensation, before income taxes | $ 73,617,000 | $ 71,474,000 | $ 56,341,000 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | 4 years | 4 years |
Unrecognized compensation cost related to unvested stock options expected to vest | $ 23,300,000 | ||
Weighted average vesting period of unvested stock options expected to vest | 2 years 8 months 12 days | ||
Intrinsic value of options exercised | $ 33,200,000 | $ 94,400,000 | $ 48,600,000 |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, expiration period | 5 years | 5 years | 5 years |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, expiration period | 10 years | 10 years | 10 years |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average vesting period of unvested stock options expected to vest | 2 years 9 months 18 days | ||
Unrecognized compensation cost related to unvested restricted stock units expected to vest | $ 48,100,000 | ||
Fair value of awards vested | $ 24,800,000 | $ 22,800,000 | $ 20,000,000 |
Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | 4 years | 4 years |
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Fair value of awards vested | $ 31,000,000 | $ 26,000,000 | $ 20,900,000 |
Maximum number of common shares to be issued upon vesting of PSUs (in shares) | 300,000 | ||
Share-based compensation, before income taxes | $ 31,200,000 | $ 31,800,000 | $ 22,700,000 |
PSUs | Performance Shares Grantee Group Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
PSUs granted (in shares) | 5,000 | 9,000 | |
Weighted average per share fair value (in dollars per share) | $ 477.52 | $ 179.66 | |
PSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | 3 years | 3 years |
Number of shares employee is entitled to receive at no cost (in shares) | 0 | 0 | 0 |
STOCK-BASED COMPENSATION - Fina
STOCK-BASED COMPENSATION - Financial Statement Line Items in Which Stock-Based Compensation is Located (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, before income taxes | $ 73,617 | $ 71,474 | $ 56,341 |
Provision for income taxes | (10,969) | (10,299) | (8,130) |
Stock-based compensation, net of income taxes | 62,648 | 61,175 | 48,211 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, before income taxes | 14,853 | 13,087 | 10,636 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, before income taxes | $ 58,764 | $ 58,387 | $ 45,705 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activities (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of shares | |
Options outstanding, balance at the beginning of the period (in shares) | shares | 917 |
Options granted (in shares) | shares | 214 |
Options exercised (in shares) | shares | (219) |
Options canceled (in shares) | shares | (30) |
Options outstanding, balance at the end of the period (in shares) | shares | 882 |
Weighted Average Exercise Price | |
Options outstanding, balance at the beginning of the period (in dollars per share) | $ / shares | $ 175.24 |
Options granted (in dollars per share) | $ / shares | 243.05 |
Options exercised (in dollars per share) | $ / shares | 114.88 |
Options canceled (in dollars per share) | $ / shares | 241.35 |
Options outstanding, balance at the end of the period (in dollars per share) | $ / shares | $ 204.41 |
Other Disclosures | |
Options outstanding weighted average remaining contractual life | 5 years 8 months 12 days |
Options outstanding, aggregate intrinsic value | $ | $ 34,579 |
Options exercisable (in shares) | shares | 369 |
Options exercisable (in dollars per share) | $ / shares | $ 169.27 |
Options exercisable, weighted average remaining contractual life | 3 years 6 months |
Options exercisable, aggregate intrinsic value | $ | $ 23,443 |
Options expected to vest (in shares) | shares | 514 |
Options expected to vest (in dollars per share) | $ / shares | $ 229.64 |
Options expected to vest, weighted average remaining contractual life | 7 years 3 months 18 days |
Options expected to vest, aggregate intrinsic value | $ | $ 11,136 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock Options, Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected life (in years) | 6 years | 6 years | 6 years |
Expected volatility | 33% | 32% | 30% |
Risk-free interest rate | 2.70% | 1% | 0.40% |
Expected dividend yield | 0% | 0% | 0% |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units | |
Balance at the beginning of the period (in shares) | shares | 373 |
Granted (in shares) | shares | 158 |
Vested (in shares) | shares | (141) |
Canceled (in shares) | shares | (26) |
Balance at the end of the period (in shares) | shares | 364 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 197.45 |
Granted (in dollars per share) | $ / shares | 245.11 |
Vested (in dollars per share) | $ / shares | 176.04 |
Canceled (in dollars per share) | $ / shares | 243.42 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 226.43 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Based Stock Award Program (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Key assumptions: | |||
Expected volatility | 33% | 32% | 30% |
Risk-free interest rate | 2.70% | 1% | 0.40% |
Expected dividend yield | 0% | 0% | 0% |
Trading day average stock price on grant date | 20 days | ||
PSUs | |||
Key assumptions: | |||
Expected volatility | 39% | 37% | 35% |
Risk-free interest rate | 2.60% | 0.20% | 0.20% |
Expected dividend yield | 0% | 0% | 0% |
Total shareholder return of 20-trading day average stock price on grant date | (32.70%) | 39.90% | 21.70% |
PSUs | PSU Grantee Group One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
PSUs granted (in shares) | 134 | 64 | 98 |
Weighted average per share fair value (in dollars per share) | $ 210.42 | $ 407.76 | $ 209.67 |
RESTRUCTURING AND ASSET IMPAI_3
RESTRUCTURING AND ASSET IMPAIRMENTS - Severance and Retention Costs by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Segment Reporting Information [Line Items] | |||
Total | $ 8,213 | $ 6,856 | $ 12,594 |
RMS | |||
Segment Reporting Information [Line Items] | |||
Total | 1,007 | 7 | 845 |
DSA | |||
Segment Reporting Information [Line Items] | |||
Total | 851 | 3,114 | 8,605 |
Manufacturing | |||
Segment Reporting Information [Line Items] | |||
Total | 5,126 | 3,663 | 2,733 |
Unallocated corporate | |||
Segment Reporting Information [Line Items] | |||
Total | $ 1,229 | $ 72 | $ 411 |
RESTRUCTURING AND ASSET IMPAI_4
RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 25, 2021 |
Accrued Compensation | Severance and Transition Costs | ||
Segment Reporting Information [Line Items] | ||
Severance and retention costs liability | $ 1.3 | $ 4 |
LEASES - Right-of-Use Lease Ass
LEASES - Right-of-Use Lease Assets and Lease Liabilities in Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
Leases [Abstract] | |||
Operating lease right-of-use assets, net | $ 391,762 | $ 292,941 | |
Other current liabilities | 46,526 | 33,267 | |
Operating lease right-of-use liabilities | 389,745 | 252,972 | |
Total operating lease liabilities | 436,271 | 286,239 | |
Property, plant and equipment, net | 31,875 | 29,437 | |
Current portion of long-term debt and finance leases | 2,330 | 2,694 | |
Long-term debt, net and finance leases | 28,316 | 24,529 | |
Finance Lease, Liability, Total | $ 30,646 | $ 27,223 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | Other current liabilities |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net | Property, plant and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net and finance leases | Long-term debt, net and finance leases | Long-term debt, net and finance leases |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net and finance leases | Long-term debt, net and finance leases | Long-term debt, net and finance leases |
LEASES - Components of Operatin
LEASES - Components of Operating and Finance Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 59,671 | $ 45,728 | $ 32,965 |
Amortization of right-of-use assets | 3,035 | 3,337 | 3,723 |
Interest on lease liabilities | 1,441 | 1,280 | 1,306 |
Short-term lease costs | 2,954 | 2,441 | 2,349 |
Variable lease costs | 13,965 | 4,623 | 5,122 |
Sublease income | (1,912) | (2,008) | (1,673) |
Total lease costs | $ 79,154 | $ 55,401 | $ 43,792 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Cash flows included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 48,360 | $ 42,576 | $ 29,961 |
Operating cash flows from finance leases | 1,442 | 1,282 | 1,306 |
Finance cash flows from finance leases | 2,257 | 3,202 | 4,350 |
Non-cash leases activity: | |||
Right-of-use lease assets obtained in exchange for new operating lease liabilities | 189,134 | 142,764 | 63,499 |
Right-of-use lease assets obtained in exchange for new finance lease liabilities | $ 8,179 | $ 1,567 | $ 1,571 |
LEASES - Weighted Average Remai
LEASES - Weighted Average Remaining Lease Term and Discount Rates (Details) | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
Weighted-average remaining lease term (in years) | |||
Operating lease | 9 years 9 months 18 days | 9 years | 8 years 6 months |
Finance lease | 13 years 7 months 6 days | 11 years 8 months 12 days | 12 years 4 months 24 days |
Weighted-average discount rate | |||
Operating lease | 4.30% | 3.60% | 4.50% |
Finance lease | 5.30% | 4.40% | 4.10% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Operating Leases | ||
2023 | $ 60,145 | |
2024 | 63,679 | |
2025 | 55,969 | |
2026 | 51,881 | |
2027 | 50,329 | |
Thereafter | 257,752 | |
Total minimum future lease payments | 539,755 | |
Less: Imputed interest | 103,484 | |
Total lease liabilities | 436,271 | $ 286,239 |
Finance Leases | ||
2023 | 3,793 | |
2024 | 3,689 | |
2025 | 3,422 | |
2026 | 2,962 | |
2027 | 2,923 | |
Thereafter | 27,031 | |
Total minimum future lease payments | 43,820 | |
Less: Imputed interest | 13,174 | |
Total lease liabilities | $ 30,646 | $ 27,223 |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Lessor, Lease, Description [Line Items] | |
Future minimum lease payments for leases that have not yet commenced | $ 83 |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Terms for leases that have not yet commenced | 10 years |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Terms for leases that have not yet commenced | 15 years |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Feb. 16, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Deductible amount under insurance policies | $ 2 | |
Certain property insurance, deductibles | 15 | |
Representation and warranty insurance, maximum deductible | 4 | |
Unconditional purchase obligations | $ 375 | |
Subsequent Event | Pending Litigation | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Inventory shipment carrying value | $ 20 | |
Loss Contingencies [Line Items] | ||
Inventory shipment carrying value | $ 20 |