Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm	49
Consolidated Statements of Income for fiscal years 2016, 2015 and 2014	50
Consolidated Statements of Comprehensive Income for fiscal years 2016, 2015 and 2014	51
Consolidated Balance Sheets as of December 31, 2016 and December 26, 2015	52
Consolidated Statements of Cash Flows for fiscal years 2016, 2015 and 2014	53
Consolidated Statements of Changes in Equity for fiscal years 2016, 2015 and 2014	55
Notes to Consolidated Financial Statements	56

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Charles River Laboratories International, Inc. and its subsidiaries at December 31, 2016 and December 26, 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. from its assessment of internal control over financial reporting as of December 31, 2016 because they were acquired by the Company during 2016. We have also excluded WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. from our audit of internal control over financial reporting. WRH, Inc., Blue Stream Laboratories, Inc., and Agilux Laboratories, Inc. are wholly-owned subsidiaries whose total assets and total revenues represent 7.8 percent and 11.1 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 14, 2017

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)



	Fiscal Year
	2016			2015			2014
Service revenue	$	1,130,733		$	858,244		$	797,765
Product revenue	550,699			505,058			499,897
Total revenue	1,681,432			1,363,302			1,297,662
Costs and expenses:
Cost of services provided (excluding amortization of intangible assets)	757,732			568,227			558,578
Cost of products sold (excluding amortization of intangible assets)	277,034			263,983			266,424
Selling, general and administrative	367,548			300,414			269,033
Amortization of intangible assets	41,699			24,229			25,957
Operating income	237,419			206,449			177,670
Other income (expense):
Interest income	1,314			1,043			1,154
Interest expense	(27,709		)	(15,072		)	(11,950		)
Other income (expense), net	11,897			3,008			10,721
Income from continuing operations, before income taxes	222,921			195,428			177,595
Provision for income taxes	66,835			43,391			47,671
Income from continuing operations, net of income taxes	156,086			152,037			129,924
Income (loss) from discontinued operations, net of income taxes	280			(950		)	(1,726		)
Net income	156,366			151,087			128,198
Less: Net income attributable to noncontrolling interests	1,601			1,774			1,500
Net income attributable to common shareholders	$	154,765		$	149,313		$	126,698
Earnings (loss) per common share
Basic:
Continuing operations attributable to common shareholders	$	3.28		$	3.23		$	2.76
Discontinued operations	$	0.01		$	(0.02	)	$	(0.04	)
Net income attributable to common shareholders	$	3.29		$	3.21		$	2.72
Diluted:
Continuing operations attributable to common shareholders	$	3.22		$	3.15		$	2.70
Discontinued operations	$	0.01		$	(0.02	)	$	(0.04	)
Net income attributable to common shareholders	$	3.23		$	3.13		$	2.66














See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



	Fiscal Year
	2016			2015			2014
Net income	$	156,366		$	151,087		$	128,198
Other comprehensive income (loss):
Foreign currency translation adjustment and other	(73,243		)	(61,982		)	(48,955		)
Cumulative translation adjustment related to intercompany loan forgiveness	—			(2,341		)	—
Pension and other post-retirement benefit plans (Note 10):
Prior service cost and gains (losses) arising during the period	(60,678		)	(302		)	(42,236		)
Amortization of net gains (losses) and prior service benefit included in net periodic pension cost	1,711			2,617			1,234
Comprehensive income, before income taxes	24,156			89,079			38,241
Income tax expense (benefit) related to items of other comprehensive income (Note 8)	(12,369		)	530			(9,897		)
Comprehensive income, net of income taxes	36,525			88,549			48,138
Less: Comprehensive income (loss) related to noncontrolling interests, net of income taxes	(24		)	537			1,044
Comprehensive income attributable to common shareholders, net of income taxes	$	36,549		$	88,012		$	47,094





























See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)



	December 31, 2016			December 26, 2015
Assets
Current assets:
Cash and cash equivalents	$	117,626		$	117,947
Trade receivables, net	364,050			270,068
Inventories	95,833			93,735
Prepaid assets	34,315			30,198
Other current assets	45,008			47,286
Total current assets	656,832			559,234
Property, plant and equipment, net	755,827			677,959
Goodwill	787,517			438,829
Client relationships, net	320,157			213,374
Other intangible assets, net	74,291			67,430
Deferred tax assets	28,746			40,028
Other assets	88,430			71,643
Total assets	$	2,711,800		$	2,068,497
Liabilities, Redeemable Noncontrolling Interest and Equity
Current liabilities:
Current portion of long-term debt and capital leases	$	27,313		$	17,033
Accounts payable	68,485			36,675
Accrued compensation	93,471			72,832
Deferred revenue	127,731			81,343
Accrued liabilities	84,470			89,494
Other current liabilities	26,500			12,544
Current liabilities of discontinued operations	1,623			1,840
Total current liabilities	429,593			311,761
Long-term debt, net and capital leases	1,207,696			845,997
Deferred tax liabilities	55,717			48,223
Other long-term liabilities	159,239			89,062
Long-term liabilities of discontinued operations	5,771			7,890
Total liabilities	1,858,016			1,302,933
Commitments and contingencies (Notes 2, 7, 9, 10, 13, and 17)
Redeemable noncontrolling interest	14,659			28,008
Equity:
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.01 par value; 120,000 shares authorized; 86,301 shares issued and 47,363 shares outstanding as of December 31, 2016 and 85,464 shares issued and 46,698 shares outstanding as of December 26, 2015	863			855
Additional paid-in capital	2,477,371			2,397,960
Retained earnings	165,303			10,538
Treasury stock, at cost, 38,938 shares and 38,766 shares as of December 31, 2016 and December 26, 2015, respectively	(1,553,005		)	(1,540,738		)
Accumulated other comprehensive loss	(253,764		)	(135,548		)
Total equity attributable to common shareholders	836,768			733,067
Noncontrolling interests	2,357			4,489
Total equity	839,125			737,556
Total liabilities, redeemable noncontrolling interest and equity	$	2,711,800		$	2,068,497
See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Fiscal Year
	2016			2015			2014
Cash flows relating to operating activities
Net income	$	156,366		$	151,087		$	128,198
Less: Income (loss) from discontinued operations, net of income taxes	280			(950		)	(1,726		)
Income from continuing operations, net of income taxes	156,086			152,037			129,924
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	126,658			94,881			96,445
Amortization of debt issuance costs and discounts	2,831			2,380			1,725
Stock-based compensation	43,642			40,122			31,035
Deferred income taxes	1,945			2,689			7,060
Gain on venture capital investments	(10,284		)	(3,823		)	(9,301		)
Gain on bargain purchase	16			(9,837		)	—
Other, net	9,499			168			(982		)
Changes in assets and liabilities:
Trade receivables, net	(52,780		)	(16,963		)	(28,088		)
Inventories	(4,021		)	3,364			(2,956		)
Other assets	(6,215		)	850			(5,145		)
Accounts payable	22,076			1,174			4,599
Accrued compensation	9,298			8,414			13,631
Deferred revenue	14,580			6,274			22,244
Accrued liabilities	(11,487		)	14,069			8,284
Taxes payable and prepaid taxes	(1,800		)	(3,906		)	(7,090		)
Other liabilities	331			(3,659		)	(9,253		)
Net cash provided by operating activities	300,375			288,234			252,132
Cash flows relating to investing activities
Acquisition of businesses and assets, net of cash acquired	(648,482		)	(247,651		)	(234,267		)
Capital expenditures	(55,288		)	(63,252		)	(56,925		)
Purchases of investments	(40,248		)	(34,235		)	(26,648		)
Proceeds from sale of investments and distributions from venture capital investments	53,954			27,072			21,000
Other, net	3,694			(2,221		)	(1,150		)
Net cash used in investing activities	(686,370		)	(320,287		)	(297,990		)
Cash flows relating to financing activities
Proceeds from long-term debt and revolving credit facility	1,044,666			492,514			298,920
Proceeds from exercises of stock options	23,197			39,367			73,688
Payments on long-term debt, revolving credit facility, and capital lease obligations	(656,636		)	(417,331		)	(194,536		)
Purchase of treasury stock	(12,267		)	(117,478		)	(122,018		)
Other, net	(8,234		)	7,476			5,360
Net cash provided by financing activities	390,726			4,548			61,414
Discontinued operations
Net cash used in operating activities from discontinued operations	(2,056		)	(1,876		)	(1,081		)
Effect of exchange rate changes on cash and cash equivalents	(2,996		)	(12,695		)	(10,379		)
Net change in cash and cash equivalents	(321		)	(42,076		)	4,096
Cash and cash equivalents, beginning of period	117,947			160,023			155,927
Cash and cash equivalents, end of period	$	117,626		$	117,947		$	160,023




See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)



	Fiscal Year
	2016		2015		2014
Supplemental cash flow information:
Cash paid for income taxes	$	42,868	$	24,436	$	29,704
Cash paid for interest	$	22,756	$	11,101	$	10,199
Non-cash investing and financing activities:
Capitalized interest	$	4	$	424	$	1,032
Additions to property, plant and equipment, net	$	5,333	$	6,720	$	4,355
Assets acquired under capital lease	$	1,335	$	10,281	$	18,690





































See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)



	Common stock				Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock				Total Equity Attributable to Common Shareholders			Noncontrolling Interests			Total Equity
Shares		Amount					Shares		Amount
December 28, 2013	82,523		$	825	$	2,206,155		$	(265,473	)	$	5,357		34,969	$	(1,305,880	)	$	640,984		$	3,093		$	644,077
Net income	—		—		—			126,698			—			—	—			126,698			645			127,343
Other comprehensive loss	—		—		—			—			(79,604		)	—	—			(79,604		)	(14		)	(79,618		)
Adjustment of redeemable noncontrolling interest to fair value	—		—		(7,425		)	—			—			—	—			(7,425		)	—			(7,425		)
Tax benefit associated with stock issued under employee compensation plans	—		—		4,301			—			—			—	—			4,301			—			4,301
Issuance of stock under employee compensation plans	1,980		20		73,574			—			—			—	—			73,594			—			73,594
Acquisition of treasury shares	—		—		—			—			—			2,207	(117,380		)	(117,380		)	—			(117,380		)
Stock-based compensation	—		—		31,035			—			—			—	—			31,035			—			31,035
December 27, 2014	84,503		845		2,307,640			(138,775		)	(74,247		)	37,176	(1,423,260		)	672,203			3,724			675,927
Net income	—		—		—			149,313			—			—	—			149,313			936			150,249
Other comprehensive loss	—		—		—			—			(61,301		)	—	—			(61,301		)	(171		)	(61,472		)
Adjustment of redeemable noncontrolling interest to fair value	—		—		183			—			—			—	—			183			—			183
Tax benefit associated with stock issued under employee compensation plans	—		—		10,608			—			—			—	—			10,608			—			10,608
Issuance of stock under employee compensation plans	961		10		39,407			—			—			—	—			39,417			—			39,417
Acquisition of treasury shares	—		—		—			—			—			1,590	(117,478		)	(117,478		)	—			(117,478		)
Stock-based compensation	—		—		40,122			—			—			—	—			40,122			—			40,122
December 26, 2015	85,464		855		2,397,960			10,538			(135,548		)	38,766	(1,540,738		)	733,067			4,489			737,556
Net income	—		—		—			154,765			—			—	—			154,765			924			155,689
Other comprehensive loss	—		—		—			—			(118,216		)	—	—			(118,216		)	(154		)	(118,370		)
Dividends declared to noncontrolling interests	—		—		—			—			—			—	—			—			(2,902		)	(2,902		)
Adjustment of redeemable noncontrolling interest to fair value	—		—		1,690			—			—			—	—			1,690			—			1,690
Purchase of additional equity in redeemable noncontrolling interest	—		—		1,593			—			—			—	—			1,593			—			1,593
Tax benefit associated with stock issued under employee compensation plans	—		—		9,274			—			—			—	—			9,274			—			9,274
Issuance of stock under employee compensation plans	837		8		23,212			—			—			—	—			23,220			—			23,220
Acquisition of treasury shares	—		—		—			—			—			172	(12,267		)	(12,267		)	—			(12,267		)
Stock-based compensation	—		—		43,642			—			—			—	—			43,642			—			43,642
December 31, 2016	86,301		$	863	$	2,477,371		$	165,303		$	(253,764	)	38,938	$	(1,553,005	)	$	836,768		$	2,357		$	839,125






See Notes to Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Charles River Laboratories International, Inc. (the Company), together with its subsidiaries, is a full service, early-stage contract research organization (CRO). The Company has built upon its core competency of laboratory animal medicine and science (research model technologies) to develop a diverse portfolio of discovery and safety assessment services, both Good Laboratory Practice (GLP) and non-GLP, which are able to support its clients from target identification through non-clinical development. The Company also provides a suite of products and services to support its clients’ manufacturing activities.

Principles of Consolidation

The Company’s consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation.

The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week was included in fiscal year 2016, which is occasionally necessary to align with a December 31 calendar year-end. The additional week was included in the fourth quarter.

Reclassifications

Certain reclassifications have been made to prior year statements to conform to the current year presentation. These reclassifications have no impact on period reported net income or cash flow.

Segment Reporting

The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). The Company aggregates its operating segments into a reportable segment if (a) they have similar economic characteristics; (b) they are similar in the in the nature of the products or services, nature of the production process, type or class of customer for their products and services, methods used to distribute their products and services and nature of the regulatory environment; and (c) the aggregation helps users better understand the Company’s performance.

During the second quarter of 2016, the Company acquired WRH, Inc. (WIL Research), a provider of safety assessment and contract development and manufacturing (CDMO) services. WIL Research’s safety assessment business is reported in the Company’s DSA reportable segment and its CDMO business created a new operating segment, Contract Manufacturing, that is reported as part of the Company’s Manufacturing reportable segment. On February 10, 2017, the Company divested the CDMO business. In addition, amounts due to changes in the Company’s market strategy for certain services and resulting information provided to the Chief Operating Decision Maker were reclassified from the Company’s RMS reportable segment to its Manufacturing reportable segment, including revenue of $2.8 million and $3.7 million for fiscal years 2015 and 2014, respectively, and operating income of $0.5 million and $0.6 million for fiscal years 2015 and 2014, respectively. The Company reported segment results on this basis for all periods presented.

The revised reportable segments are as follows:



Research Models and Services	Discovery and Safety Assessment	Manufacturing Support
Research Models	Discovery Services	Microbial Solutions
Research Model Services	Safety Assessment	Avian
		Biologics
		Contract Manufacturing

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Use of Estimates

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

Cash and Cash Equivalents

Cash equivalents include money market funds, time deposits and other investments with remaining maturities at the purchase date of three months or less.

Investments

Marketable securities are reported at fair value. Realized gains and losses on marketable securities are included in other income (expense), net and are determined using the specific identification method. Unrealized gains and losses on available-for-sale marketable securities are included in accumulated other comprehensive income (loss). Time deposits with original maturities of greater than three months are reported as investments.

Trade Receivables, Net

The Company records trade receivables net of an allowance for doubtful accounts. An allowance for doubtful accounts is established based on historical collection information, a review of major client accounts receivable balances and current economic conditions in the geographies in which it operates. Amounts determined to be uncollectible are charged or written off against the allowance.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments and trade receivables. The Company places cash and cash equivalents and investments in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. No single client accounted for more than 5% of revenue or trade receivables for the periods ended December 31, 2016 and December 26, 2015.

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 rates, 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, liability and redeemable noncontrolling interest class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter.

Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows:

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


•	Cash equivalents - Valued at market prices determined through third-party pricing services;


•	Mutual funds - Valued at the unadjusted quoted net asset value of shares held by the Company;


•	Foreign currency forward contracts - Valued using readily observable market inputs, such as forward foreign exchange points and foreign exchanges rates;


•	Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments;


•	Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes;


•	Redeemable noncontrolling interest - Valued using the income approach based on estimated future cash flows of the underlying business discounted by a weighted average cost of capital.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined on the average cost method for the small model business and first-in-first-out for the Company’s large model and Microbial Solutions businesses. For the small model business, cost includes direct materials such as feed and bedding, costs of personnel directly involved in the care of the models, and an allocation of facility overhead. For the large model business, cost is primarily the external cost paid to acquire the model. Certain businesses value inventory based on standard costs, which are periodically compared to and adjusted to actual costs. Inventory costs are charged to cost of revenue in the period the products are sold to an external party. The Company analyzes its inventory levels on a quarterly basis and writes down inventory that is determined to be damaged, obsolete or otherwise unmarketable, with a corresponding charge to cost of products sold.

Property, Plant and Equipment, Net

Property, plant and equipment, including improvements that significantly add to productive capacity or extend useful life, are carried at cost and are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring, or periodic repairs and maintenance activities related to property, plant and equipment is expensed as incurred. In addition, the Company capitalizes certain internal use computer software development costs. Costs incurred during the preliminary project stage are expensed as incurred, while costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs related to software obtained for internal use are expensed as incurred.

Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset.

The Company generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follow:



	Estimated Useful Lives
	(in years)
Land	Indefinite
Buildings	20 - 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. Capital lease assets are amortized over the lease term, however, if ownership is transferred by the end of the capital lease, or there is a bargain purchase option, such capital lease assets are amortized over the useful life that would be assigned if such assets were owned.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

When the Company disposes of property, plant and equipment, it removes the associated cost and accumulated depreciation from the related accounts on its consolidated balance sheet and includes any resulting gain or loss in its consolidated statement of income.

Business Acquisitions

The Company accounts for acquisitions as business combinations under the acquisition method of accounting. The Company allocates the amounts that it pays for each acquisition to the assets it acquires and liabilities it assumes based on their fair values at the dates of acquisition, including identifiable intangible assets. The Company bases the fair value of identifiable intangible assets acquired in a business combination on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use.

Contingent Consideration

The consideration for the Company’s acquisitions often includes future payments that are contingent upon the occurrence of a particular event. The Company records an obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and thus likelihood of making related payments. The Company revalues these contingent consideration obligations each reporting period. Changes in the fair value of the contingent consideration obligations are recognized in the Company’s consolidated statements of income as a component of selling, general and administrative expenses. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and changes in the assumed probabilities of successful achievement of certain financial targets.

Discount rates in the Company’s valuation models represent a measure of the credit risk associated with settling the liability. The period over which the Company discounts its contingent obligations is typically based on when the contingent payments would be triggered. These fair value measurements are based on significant inputs not observable in the market. See Note 5, “Fair Value.”

Goodwill and Intangible Assets

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts.

The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative two-step impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. In the first step, the Company compares the fair value of its reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the Company’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

Definite-lived intangible assets, including client relationships, are amortized over the pattern in which the economic benefits of the intangible assets are utilized and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset, which requires the use of customer attribution rates and other assumptions. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values.

Valuation and Impairment of Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable.

Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Venture Capital Investments

The Company invests in several venture capital funds that invest in start-up companies primarily in the life sciences industry. The Company’s ownership interest in these funds ranges from 0.7% to 12.0%. The Company accounts for such investments in limited liability partnerships (LLP), which are variable interest entities, under the equity or cost method of accounting. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LLPs’ economic performance. The Company accounts for the investments in limited liability companies, which are not variable interest entities, under the equity method of accounting.

Under the equity method of accounting, the Company’s portion of the investment gains and losses, as reported in the fund’s financial statements on a quarterly lag each reporting period, is recorded in other income (expense), net. 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 based on information from the fund’s management team, market prices of known public holdings of the fund and other information.

Under the cost method of accounting, the Company’s investment is initially measured at cost, with distributions recognized in other income (expense), net. Distributions received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. The Company reviews its cost method investments to determine whether a decline in fair value below the cost basis is other-than-temporary. If the decline in fair value is determined to be other-than-temporary, the cost basis of the investment is written down to fair value.

Life Insurance Contracts

Investments in life insurance contracts are recorded at cash surrender value. The initial investment at the transaction price is recognized and remeasured based on fair value of underlying investments or contractual value each reporting period. Investments in and redemptions of these life insurance contracts are reported as cash flows from investing activities in the consolidated statement of cash flows. As of December 31, 2016 and December 26, 2015, the Company held 43 and 42 contracts, respectively, with a face value of $61.4 million and $60.5 million, respectively.

Stock-Based Compensation

The Company grants stock options, restricted stock, restricted stock units, and performance share units (PSUs) to employees and stock options, restricted stock, and restricted stock units to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated financial statements based on the grant date fair value, adjusted for estimated forfeitures, over the requisite service period.

For stock options, restricted stock and restricted stock units that vest based on service conditions, the Company uses the straight-line method to allocate compensation expense to reporting periods. Where awards are made with non-substantive vesting periods, where a portion of the award continues to vests after the employee’s retirement, the Company recognizes expense based on the period from the grant date to the date on which the employee is retirement eligible. The Company records the expense for PSU grants subject to performance and/or market conditions using the accelerated attribution method over the remaining service period when management determines that achievement of the performance-based milestone is probable.

The fair value of stock options granted is calculated using the Black-Scholes option-pricing model and the fair value of PSUs is estimated using a lattice model with a Monte Carlo simulation, both of which require the use of subjective assumptions including volatility and expected term, among others. The expected volatility assumption is typically determined using the historical volatility of the Company’s common stock over the expected life of the stock-based award. The expected term is determined using historical option exercise activity. The fair value of restricted stock and restricted stock units is based on the market value of the Company’s common stock on the date of grant.

Revenue Recognition

The Company recognizes revenue when all of the following conditions are satisfied: persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the price to the customer is fixed or determinable, and collectibility is reasonably assured.

Service revenue is generally evidenced by client contracts, which range in duration from a few weeks to a few years and typically take the form of an agreed upon rate per unit or fixed fee arrangements. Such contracts typically do not contain acceptance provisions based upon the achievement of certain study or laboratory testing results. Revenue of agreed upon rate per unit contracts is recognized as services are performed, based upon rates specified in the contract. In cases where

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

performance spans reporting periods, revenue of fixed fee contracts is recognized as services are performed, measured on the ratio of outputs or performance obligations completed to the total contractual outputs or performance obligations to be provided. Changes in estimated effort to complete the fixed fee contract are reflected in the period in which the change becomes known. Changes in scope of work are common, especially under long-term contracts, and generally result in a change in contract value. Once the client has agreed to the changes in scope and renegotiated pricing terms, the contract value is amended and revenue is typically recognized as described above.

Billing schedules and payment terms are generally negotiated on a contract-by-contract basis. Payments received in excess of revenue recognized are recorded as deferred revenue. As the contracted services are subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of revenue recognized during the period. In other cases, services may be provided and revenue is recognized before the client is invoiced. In these cases, revenue recognized will exceed amounts billed and the difference, representing amounts which are currently unbillable to the customer pursuant to contractual terms, is recorded as an unbilled receivable. Once the client is invoiced, the unbilled receivable is reduced for the amount billed, and a corresponding trade receivable is recorded.

Most contracts are terminable by the client, either immediately or upon notice. These contracts often require payment to the Company of expenses to wind down the project, fees earned to date or, in some cases, a termination fee. Such payments are included in revenues when earned.

The Company recognizes product revenue net of allowances for estimated returns, rebates and discounts when title and risk of loss pass to customers. When the Company sells equipment with specified acceptance criteria, it assesses its ability to meet the acceptance criteria in order to determine the timing of revenue recognition. The Company would defer revenue until completion of customer acceptance testing if it is not able to demonstrate the ability to meet such acceptance criteria.

A portion of the Company’s revenue is from multiple-element arrangements that include multiple products and/or services as deliverables in a single arrangement with each deliverable, or a combination of the deliverables, representing a separate unit of accounting. The Company allocates revenues to each element in a multiple-element arrangement based upon the relative selling price of each deliverable. Revenue allocated to each deliverable is then recognized when all revenue recognition criteria are met. Judgments as to the identification of deliverables, units of accounting, the allocation of consideration to the deliverable, and the appropriate timing of revenue recognition are critical with respect to these arrangements.

At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the Company’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. If a substantive milestone is achieved and collection of the related receivable is reasonably assured, the Company recognizes revenue related to the milestone in its entirety in the period in which the milestone is achieved. In those circumstances where a milestone is not substantive, the Company recognizes as revenue, on the date the milestone is achieved, an amount equal to the applicable percentage of the performance period that had elapsed as of the date the milestone was achieved, with the balance being deferred and recognized over the remaining period of performance. As of December 31, 2016, the Company had no significant milestones that were deemed substantive.

The Company records shipping charges billed to customers in total revenue and records shipping costs in cost of revenue (excluding amortization of intangible assets) for all periods presented.

Advertising Costs

Advertising costs are expensed as incurred. For fiscal years 2016, 2015 and 2014, advertising costs totaled $1.4 million, $1.2 million and $1.3 million, respectively.

Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements carrying amounts and their respective tax basis. The Company measures deferred tax assets and liabilities using the enacted tax rates in effect when the temporary differences are expected to be settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in 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

Foreign currency contracts are recorded at fair value in the Company’s consolidated balance sheet and are not designated as hedging instruments. Any gains or losses on such contracts are immediately recognized in other income (expense), 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 income (loss), a separate component of equity.

Pension and Other Post-Retirement Benefit Plans

The Company recognizes the funded status of its defined benefit pension and other post-retirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The Company measures plan assets and benefit obligations as of its fiscal year end.

The key assumptions used to calculate benefit obligations and related pension costs include expected long-term rate of return on plan assets, withdrawal and mortality rates, expected rate of increase in employee compensation levels and discount rate. Assumptions are determined based on the Company’s data and appropriate market indicators, and evaluated each year as of the plan’s measurement date.

The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance.

In fiscal year 2016, new mortality improvement scales were issued in the U.S. reflecting a decline in longevity projection from the 2015 releases that the Company adopted, which decreased the Company’s benefit obligations by $1.3 million as of December 31, 2016. In fiscal year 2015, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.) reflecting a decline in longevity projection from the 2014 releases that the Company adopted, which decreased the Company’s benefit obligations by $3.3 million as of December 26, 2015.

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.

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.

Earnings Per Share

Basic earnings per share are calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share is computed using the treasury stock method, assuming the exercise of stock options and the vesting of restricted stock awards, restricted stock units, or PSUs, as well as their related income tax effects.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Newly Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-11, “Simplifying the Measurement of Inventory,” that simplifies the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost or net realizable value test. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. During the fourth quarter of 2016, the Company adopted this standard, which had no impact on inventories as of December 31, 2016.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard requires management to assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date and, as applicable, provide additional disclosures on management’s plan to alleviate the substantial doubt. The ASU is effective for fiscal years ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. During the fourth quarter of 2016, the Company adopted this standard, which had no impact on the Company’s consolidated financial statements and related disclosures.

Newly Issued Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business.” The standard clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for certain transactions. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” The standard addresses the classification and presentation of restricted cash and restricted cash equivalents within the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory.” The standard requires the immediate recognition of tax effects for an intra-entity asset transfer other than inventory. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses the classification of certain transactions within the statement of cash flows, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investments. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The standard reduces complexity in several aspects of the accounting for employee share-based compensation, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, “Leases.” The standard established the principles that lessees and lessors will apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. The ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is still evaluating the full impact this standard will have on its

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consolidated financial statements and related disclosures but expects to recognize substantially all of its leases on the balance sheet, by recording a right-to-use asset and a corresponding lease liability.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the full retrospective or modified retrospective transition method. The standard will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will be effective for annual and interim periods beginning after December 15, 2017. The Company has selected the modified retrospective transition method and is still evaluating the impact the adoption will have on its consolidated financial statements and related disclosures.

BUSINESS ACQUISITIONS

Agilux

On September 28, 2016, the Company acquired Agilux Laboratories, Inc. (Agilux), a CRO that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic services, and pharmacology services. The acquisition supports the Company’s strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stages of drug research through the non-clinical development process. The purchase price for Agilux was $64.9 million in cash and was funded by borrowings on the Company’s revolving credit facility. The business is reported as part of the Company’s DSA reportable segment.

The purchase price allocation of $62.0 million, net of $2.9 million of cash acquired, was as follows:



	September 28, 2016
	(in thousands)
Trade receivables (contractual amount of $4,799)	$	4,799
Other current assets (excluding cash)	1,509
Property, plant and equipment	3,907
Other long-term assets	11
Definite-lived intangible assets	21,900
Goodwill	43,899
Current liabilities	(3,987		)
Long-term liabilities	(10,013		)
Total purchase price allocation	$	62,025

The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. 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.

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	16,700	17
Other intangible assets	5,200		4
Total definite-lived intangible assets	$	21,900	14

The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Agilux, and the assembled workforce of the acquired business. The goodwill attributable to Agilux is not deductible for tax purposes.

The Company incurred transaction and integration costs of $1.7 million in connection with the acquisition during fiscal year 2016, which were included in selling, general and administrative expenses.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Agilux’s financial results are non-significant when compared with the Company’s consolidated financial results.

Blue Stream

On June 27, 2016, the Company acquired Blue Stream Laboratories, Inc. (Blue Stream), an analytical CRO supporting the development of complex biologics and biosimilars. Combining Blue Stream with the Company’s existing discovery, safety assessment, and biologics capabilities creates a leading CRO that has the ability to support biologic and biosimilar development from characterization through clinical testing and commercialization. The purchase price for Blue Stream was $11.7 million, including $3.0 million in contingent consideration, and was subject to certain customary adjustments. The acquisition was funded by borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment.

The contingent consideration is a one-time payment that could become payable based on the achievement of a revenue target. If achieved, the payment will become due in the third quarter of fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company may pay is $3.0 million. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.

The purchase price allocation of $11.7 million, net of a non-significant amount of cash acquired, was as follows:



	June 27, 2016
	(in thousands)
Trade receivables (contractual amount of $1,104)	$	1,104
Other current assets (excluding cash)	15
Property, plant and equipment	912
Other long-term assets	187
Definite-lived intangible assets	1,230
Goodwill	10,477
Current liabilities	(1,132		)
Long-term liabilities	(1,044		)
Total purchase price allocation	$	11,749

The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. From the date of the acquisition through December 31, 2016, the Company recorded a measurement-period adjustment related to the acquisition that resulted in an immaterial change to the purchase price allocation. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	650	10
Other intangible assets	580		5
Total definite-lived intangible assets	$	1,230	7

The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing business from customers and technology introduced through Blue Stream, the assembled workforce of the acquired business, expected synergies, and the development of future proprietary processes. The goodwill attributable to Blue Stream is not deductible for tax purposes.

The Company incurred $0.6 million of transaction and integration costs in connection with the acquisition during fiscal year 2016, which were included in selling, general and administrative expenses.

Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Blue Stream’s financial results are non-significant when compared with the Company’s consolidated financial results.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

WIL Research

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

The purchase price allocation of $577.4 million, net of $27.4 million of cash acquired, was as follows:



	April 4, 2016
	(in thousands)
Trade receivables (contractual amount of $48,625)	$	48,157
Inventories	2,296
Other current assets (excluding cash)	3,814
Property, plant and equipment	129,066
Other long-term assets	1,060
Definite-lived intangible assets	164,800
Goodwill	330,602
Deferred revenue	(39,103		)
Other current liabilities	(27,386		)
Long-term liabilities	(35,915		)
Total purchase price allocation	$	577,391

The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. From the date of the acquisition through December 31, 2016, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. Any 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.

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	137,500	15
Developed technology	20,700		3
Backlog	6,600		1
Total definite-lived intangible assets	$	164,800	13

The goodwill resulting from the transaction, $19.0 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributed to the potential growth of the Company’s DSA and Manufacturing businesses from clients introduced through WIL Research, the assembled workforce of the acquired business, and expected cost synergies.

The Company incurred transaction and integration costs in connection with the acquisition of $15.5 million and $3.2 million during fiscal years 2016 and 2015, respectively, which were included in selling, general and administrative expenses.

WIL Research revenue and operating income from April 4, 2016 through December 31, 2016 was $176.1 million and $12.5 million, respectively. Beginning on April 4, 2016, WIL Research has been included in the operating results of the Company.

The following selected unaudited pro forma consolidated results of operations are presented as if the WIL Research acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments. For fiscal year 2016, these adjustments included additional amortization of intangible assets and depreciation of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

fixed assets of $0.4 million, reversal of interest expense on borrowings of $2.6 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For fiscal year 2015, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $13.6 million, reversal of interest expense on borrowings of $10.5 million, inclusion of acquisition-related transaction costs of $11.5 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments.



	Fiscal Year
	2016		2015

	(in thousands, except per share amounts)
	(unaudited)
Revenue	$	1,741,964	$	1,578,133
Net income attributable to common shareholders	175,779		153,974
Earnings per common share:
Basic	$	3.74	$	3.31
Diluted	$	3.67	$	3.23

These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may have been realized through the acquisition.

Oncotest

On November 18, 2015, the Company acquired Oncotest GmbH (Oncotest), a German CRO providing discovery services for oncology, one of the largest therapeutic areas for biopharmaceutical research and development spending. With this acquisition, the Company has expanded its oncology services capabilities, enabling it to provide clients with access to a more comprehensive portfolio of technologies, including patient-derived xenograft (PDX) and syngeneic models. The purchase price for Oncotest was $36.0 million, including $0.3 million in contingent consideration. The acquisition was funded by borrowings on the Company's revolving credit facility. The business is reported in the Company’s DSA reportable segment.

The contingent consideration earn-out period ended in the fourth quarter of 2016. As a result, the related contingent consideration liability was reversed and a gain of $0.3 million was recorded in selling, general and administrative expenses, as no payments were expected to be made. The contingent consideration was a one-time payment that could have become payable based on the achievement of a revenue target for fiscal year 2016. If achieved, the payment would have become due in the first quarter of fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company could have paid was €2.0 million ($2.1 million as of December 31, 2016). The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.

The purchase price allocation of $35.4 million, net of $0.6 million of cash acquired, was as follows:



	November 18, 2015
	(in thousands)
Trade receivables (contractual amount of $3,546)	$	3,520
Inventories	129
Other current assets (excluding cash)	706
Property, plant and equipment	2,528
Definite-lived intangible assets	13,330
Goodwill	22,894
Other long-term assets	250
Current liabilities	(3,456		)
Long-term liabilities	(4,470		)
Total purchase price allocation	$	35,431

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	7,146	19
Developed technology	5,960		19
Other intangible assets	224		3
Total definite-lived intangible assets	$	13,330	19

The goodwill resulting from the transaction is primarily attributed to the potential growth in the Company's DSA businesses from customers and technology introduced through Oncotest, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Oncotest is not deductible for tax purposes.

The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal year 2016 and costs of $2.1 million during fiscal year 2015, which were included in selling, general and administrative expenses.

Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Oncotest’s financial results are non-significant when compared with the Company’s consolidated financial results.

Celsis

On July 24, 2015, the Company acquired Celsis Group Limited (Celsis), a leading provider of rapid testing systems for non-sterile bacterial contamination for the biopharmaceutical and consumer products industries. The purpose of this acquisition was to enhance the Company’s portfolio of rapid microbial detection products and services with the addition of a rapid bioburden testing product. The purchase price for Celsis was $214.5 million, including assumed debt and certain liabilities of $10.3 million. The acquisition was funded by cash on hand and borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment.

The purchase price allocation of $212.2 million, net of $2.3 million of cash acquired, was as follows:



	July 24, 2015
	(in thousands)
Trade receivables (contractual amount of $5,410)	$	5,288
Inventories	10,103
Other current assets (excluding cash)	13,269
Property, plant and equipment	4,639
Definite-lived intangible assets	118,140
Goodwill	105,550
Other long-term assets	537
Current debt	(9,766		)
Other current liabilities	(7,136		)
Long-term liabilities	(28,388		)
Total purchase price allocation	$	212,236

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	71,000	16
Developed technology	39,140		14
Trademark and trade names	5,200		14
Non-compete	2,800		5
Total definite-lived intangible assets	$	118,140	15

The goodwill resulting from the transaction is primarily attributed to the potential growth of the Company’s Manufacturing business from clients introduced through Celsis, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Celsis is not deductible for tax purposes.

The Company incurred transaction and integration costs in connection with the acquisition of $1.0 million and $8.8 million during fiscal years 2016 and 2015, which were included in selling, general and administrative expenses.

Celsis revenue and operating loss from July 24, 2015 through December 26, 2015 was $11.1 million and $6.1 million, respectively. Beginning on July 24, 2015, Celsis has been included in the operating results of the Company.

The following selected unaudited pro forma consolidated results of operations are presented as if the Celsis acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain nonrecurring costs and other adjustments, resulting in a reversal of $0.6 million and additional expenses of $13.1 million for fiscal years 2015 and 2014, respectively, related to depreciation and amortization of property, plant and equipment, inventory fair value adjustments and intangible assets.



	Fiscal Year
	2015		2014

	(in thousands, except per share amounts)
	(unaudited)
Revenue	$	1,380,493	$	1,329,025
Net income attributable to common shareholders	162,672		110,387
Earnings per common share:
Basic	$	3.50	$	2.37
Diluted	$	3.42	$	2.32

Sunrise

On May 5, 2015, the Company acquired Sunrise Farms, Inc. (Sunrise), a producer of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses. The purpose of this business acquisition was to expand the capabilities of the Company’s existing Avian Vaccine Services business. The purchase price of the acquisition was $9.6 million and was funded by cash on hand and borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment.

The Company recorded a bargain purchase gain of $9.8 million, which represents the excess of the estimated fair value of the net assets acquired over the purchase price. The bargain purchase gain was recorded in other income (expense), net in the Company’s consolidated statement of income and was not recognized for tax purposes. The Company believes there were several factors that contributed to this transaction resulting in a bargain purchase gain, including the highly specialized nature of Sunrise’s business falling outside of the seller’s core activities and a limited pool of potential buyers.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Before recognizing the gain from the bargain purchase, the Company reassessed its initial identification and valuation of assets acquired and liabilities assumed to validate that all assets and liabilities that the Company was able to identify at the acquisition date were properly recognized.

The purchase price allocation of $9.6 million, net of less than $0.1 million of cash acquired, was as follows:



	May 5, 2015
	(in thousands)
Trade receivables (contractual amount of $995)	$	965
Inventories	1,518
Other current assets (excluding cash)	973
Property, plant and equipment	13,698
Definite-lived intangible assets	3,400
Current liabilities	(925		)
Long-term liabilities	(250		)
Fair value of net assets acquired	19,379
Bargain purchase gain	(9,821		)
Total purchase price allocation	$	9,558

The identifiable definite-lived intangible assets acquired represent the client relationships intangible, which is being amortized over the weighted average estimated useful life of approximately 15 years.

The Company incurred non-significant transaction and integration costs in connection with the acquisition during fiscal year 2016 and costs of $1.5 million during fiscal year 2015, which were included in selling, general and administrative expenses.

Pro forma financial information as well as actual revenue and operating income (loss) have not been included because Sunrise’s financial results are non-significant when compared with the Company’s consolidated financial results.

ChanTest

On October 29, 2014, the Company acquired ChanTest Corporation (ChanTest), a leading provider of ion channel testing services to the biopharmaceutical industry. The acquisition augments the Company’s early discovery capabilities and enhances the Company’s ability to support clients’ target discovery and lead optimization efforts. The purchase price of the acquisition was $59.2 million, including $0.3 million in contingent consideration, and was funded by borrowings on the Company’s revolving credit facility and cash on hand. The business is reported in the Company’s DSA reportable segment.

The contingent consideration earn-out period ended in the fourth quarter of 2015. As a result, the related contingent consideration liability was reversed and a gain of $0.3 million was recorded in selling, general and administrative expenses, as no payments were expected to be made. The aggregate, undiscounted amount of contingent consideration that could have become payable was $2.0 million. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.

The purchase price allocation of $52.0 million, net of $7.2 million in cash acquired, is as follows:



	October 29, 2014
	(in thousands)
Current assets (excluding cash)	$	4,669
Property, plant and equipment	1,637
Definite-lived intangible assets	23,920
Goodwill	34,775
Current liabilities	(3,486		)
Long-term liabilities	(9,486		)
Total purchase price allocation	$	52,029

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The breakout of definite-lived intangible assets acquired is as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	19,000	13
Other intangible assets	4,920		9
Total definite-lived intangible assets	$	23,920	12

The definite-lived intangibles are largely attributed to the expected cash flows related to client relationships existing at the acquisition closing date. The goodwill resulting from the transaction is primarily attributed to the potential growth of the business and is not deductible for tax purposes.

The Company incurred non-significant transaction and integration costs in connection with the acquisition during both fiscal years 2016 and 2015, and costs of $1.1 million during fiscal year 2014, which were included in selling, general and administrative expenses.

Pro forma financial information as well as actual revenue and operating income (loss) have not been included because ChanTest’s financial results are non-significant when compared with the Company’s consolidated financial results.

VivoPath

On June 16, 2014, the Company acquired substantially all of the assets of VivoPath LLC (VivoPath), a discovery services company specializing in the rapid, in vivo compound evaluation of molecules in the therapeutic areas of metabolism, inflammation and oncology. The purchase price was $2.3 million, including $1.6 million in contingent consideration, and was allocated primarily to the intangible assets acquired. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The undiscounted total amount of contingent consideration was a maximum of $2.4 million, payable over three years based on the achievement of revenue growth targets and other contractual requirements. During fiscal year 2016, the Company paid the second year tranche of the contingent consideration of $0.2 million. During fiscal year 2015, the Company paid the first year tranche of the contingent consideration of $0.6 million and recorded a gain of $0.8 million, primarily due to a decrease in the expected future contingent consideration payments. As of December 31, 2016, the remaining contingent consideration payable is a maximum of $0.2 million. The business is reported in the Company’s DSA reportable segment.

Argenta and BioFocus

On April 1, 2014, the Company acquired (1) 100% of the shares of the U.K. based entities Argenta and BioFocus, and (2) certain Dutch assets. These businesses have formed the core of the Company’s Early Discovery business. With this acquisition, the Company has enhanced its position as a full service, early-stage CRO, with integrated in vitro and in vivo capabilities from target discovery through non-clinical development. The purchase price of the acquisition was $191.8 million, including $0.9 million in contingent consideration. The acquisition was funded by cash on hand and borrowings on the Company’s revolving credit facility. The businesses are reported in the Company’s DSA reportable segment.

The contingent consideration earn-out period ended on April 1, 2015. As a result, the related contingent consideration liability, as adjusted for subsequent changes in fair value, was reversed and a gain of $0.8 million was recorded in selling, general and administrative expenses during fiscal year 2015, as no payments were expected to be made. The contingent consideration was a one-time payment that could have become payable in the second quarter of 2015 based on the achievement of a certain revenue target for the twelve-month period following the acquisition. The aggregate, undiscounted amount of contingent consideration that the Company could have paid was €5.0 million ($5.3 million as of December 31, 2016). The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The purchase price allocation of $183.6 million, net of $8.2 million of cash acquired, was as follows:



	April 1, 2014
	(in thousands)
Current assets (excluding cash)	$	31,682
Property, plant and equipment	21,008
Other long-term assets	11,140
Definite-lived intangible assets	104,470
Goodwill	65,235
Current liabilities	(13,139		)
Long-term liabilities	(36,802		)
Total purchase price allocation	$	183,594

The breakout of definite-lived intangible assets acquired was as follows:



	Definite-Lived Intangible Assets		Weighted Average Amortization Life
	(in thousands)		(in years)
Client relationships	$	94,000	18
Backlog	5,900		1
Trademark and trade names	1,170		3
Leasehold interests	1,000		13
Other intangible assets	2,400		19
Total definite-lived intangible assets	$	104,470	17

The goodwill resulting from the transaction is primarily attributed to the potential growth of the Company’s DSA businesses from clients introduced through Argenta and BioFocus, the assembled workforce of the acquired businesses and expected cost synergies. The goodwill attributable to Argenta and BioFocus is not deductible for tax purposes.

The Company incurred non-significant transaction and integration costs in connection with the acquisition during both fiscal years 2016 and 2015, and costs of $5.3 million during fiscal year 2014, which were included in selling, general and administrative expenses.

Argenta and BioFocus revenue and operating income for fiscal year 2014 were $71.4 million and $1.8 million, respectively. Beginning on April 1, 2014, Argenta and BioFocus have been included in the operating results of the Company.

The following selected unaudited pro forma consolidated results of operations are presented as if the Argenta and BioFocus acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments, including amortization of intangible assets and depreciation of fixed assets of $3.7 million and other nonrecurring costs.



	Fiscal Year
	2014
	(in thousands, except per share amounts)
	(unaudited)
Revenue	$	1,322,771
Net income attributable to common shareholders	128,195
Earnings per common share:
Basic	$	2.75
Diluted	$	2.70

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SUPPLEMENTAL BALANCE SHEET INFORMATION

The composition of trade receivables, net is as follows:



	December 31, 2016			December 26, 2015

	(in thousands)
Client receivables	$	283,997		$	230,010
Unbilled revenue	82,203			45,996
Total	366,200			276,006
Less: Allowance for doubtful accounts	(2,150		)	(5,938		)
Trade receivables, net	$	364,050		$	270,068

Recoveries to the allowance for doubtful accounts in fiscal year 2016 were $0.5 million. Provisions to the allowance for doubtful accounts in fiscal years 2015 and 2014 were $1.8 million and $0.5 million, respectively.

The composition of inventories is as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Raw materials and supplies	$	18,893	$	15,998
Work in process	13,681		12,101
Finished products	63,259		65,636
Inventories	$	95,833	$	93,735

The composition of other current assets is as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Investments	$	3,771	$	20,516
Prepaid income tax	40,705		26,350
Restricted cash	532		271
Other	—		149
Other current assets	$	45,008	$	47,286

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The composition of property, plant and equipment, net is as follows:



	December 31, 2016			December 26, 2015

	(in thousands)
Land	$	47,392		$	39,846
Buildings (1)	784,129			713,841
Machinery and equipment	403,123			362,695
Leasehold improvements	47,071			41,477
Furniture and fixtures	24,148			21,783
Computer hardware and software	127,283			113,466
Vehicles	4,118			3,819
Construction in progress	24,703			25,845
Total	1,461,967			1,322,772
Less: Accumulated depreciation	(706,140		)	(644,813		)
Property, plant and equipment, net	$	755,827		$	677,959

(1) The balances as of December 31, 2016 and December 26, 2015 include capital lease buildings. See Note 7, “Long-Term Debt and Capital Lease Obligations.”

Depreciation expense in fiscal years 2016, 2015 and 2014 was $85.0 million, $70.7 million and $70.5 million, respectively.

The composition of other assets is as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Life insurance policies	$	29,456	$	27,554
Venture capital investments	45,331		32,730
Restricted cash	1,736		1,745
Other	11,907		9,614
Other assets	$	88,430	$	71,643

The composition of other current liabilities is as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Accrued income taxes	$	25,621	$	12,168
Other	879		376
Other current liabilities	$	26,500	$	12,544

The composition of other long-term liabilities is as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Long-term pension liability	$	89,984	$	34,604
Accrued executive supplemental life insurance retirement plan and deferred compensation plan	32,880		30,188
Other	36,375		24,270
Other long-term liabilities	$	159,239	$	89,062

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

VENTURE CAPITAL INVESTMENTS AND MARKETABLE SECURITIES

Venture Capital Investments

During fiscal years 2016, 2015, and 2014, the Company recognized gains related to the venture capital investments of $10.3 million, $3.8 million and $9.3 million, respectively. The Company’s total commitment to these entities as of December 31, 2016 was $84.8 million, of which the Company had funded $38.2 million as of December 31, 2016. During fiscal years 2016, 2015, and 2014, the Company received dividends totaling $7.1 million, $7.3 million, and $7.4 million, respectively. As of December 31, 2016 and December 26, 2015, the Company’s consolidated retained earnings (accumulated deficit) included $4.4 million and $2.4 million, respectively, of the undistributed earnings related to these entities.

Marketable Securities

The Company held no marketable securities as of December 31, 2016.

The following is a summary of the Company’s marketable securities, all of which are classified as available-for-sale, as of December 26, 2015:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

	(in thousands)
Mutual fund	$	4,650	$	—	$	(141	)	$	4,509
Total	$	4,650	$	—	$	(141	)	$	4,509

During fiscal year 2016, the Company realized non-significant losses and received proceeds of $4.6 million from the sale of its available-for-sale securities. There were no sales of available-for-sale securities during fiscal year 2015.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FAIR VALUE

Assets, liabilities, and redeemable noncontrolling interest measured at fair value on a recurring basis are summarized below:



	December 31, 2016
	Level 1		Level 2		Level 3		Total

	(in thousands)
Cash equivalents	$	—	$	21	$	—	$	21
Other assets:
Life insurance policies	—		22,121		—		22,121
Total assets measured at fair value	$	—	$	22,142	$	—	$	22,142

Other current liabilities:
Contingent consideration	$	—	$	—	$	3,621	$	3,621
Total liabilities measured at fair value	$	—	$	—	$	3,621	$	3,621



	December 26, 2015
	Level 1		Level 2		Level 3		Total

	(in thousands)
Cash equivalents	$	—	$	190	$	—	$	190
Other current assets:
Marketable securities	4,509		—		—		4,509
Foreign currency forward contracts	—		15		—		15
Other assets:
Life insurance policies	—		20,364		—		20,364
Total assets measured at fair value	$	4,509	$	20,569	$	—	$	25,078

Other current liabilities:
Contingent consideration	$	—	$	—	$	1,172	$	1,172
Other long-term liabilities:
Contingent consideration	—		—		198		198
Redeemable noncontrolling interest	—		—		28,008		28,008
Total liabilities and redeemable noncontrolling interest measured at fair value	$	—	$	—	$	29,378	$	29,378

During fiscal years 2016 and 2015, there were no transfers between fair value levels.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contingent Consideration

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 2, “Business Acquisitions.”



	Fiscal Year
	2016			2015

	(in thousands)
Beginning balance	$	1,370		$	2,828
Additions	3,600			973
Payments	(872		)	(600		)
Total gains or losses (realized/unrealized):
Reversal of previously recorded contingent liability and change in fair value	(477		)	(1,831		)
Ending balance	$	3,621		$	1,370

The unobservable inputs used in the fair value measurement of the Company’s contingent consideration are the probabilities of successful achievement of certain financial targets and a discount rate. Increases or decreases in any of the probabilities of success would result in a higher or lower fair value measurement, respectively. Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively.

Debt Instruments

The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates their fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy.

Redeemable Noncontrolling Interest

The Company’s redeemable noncontrolling interest resulted from the acquisition of an interest in Vital River in January 2013 and July 2016.

The following table provides a rollforward of the fair value of the Company’s redeemable noncontrolling interest for fiscal year 2015:



	Redeemable Noncontrolling Interest
	(in thousands)
December 27, 2014	$	28,419
Total gains or losses (realized/unrealized):
Net income attributable to noncontrolling interest	838
Foreign currency translation	(1,066		)
Change in fair value, included in additional paid-in capital	(183		)
December 26, 2015	28,008
Total gains or losses (realized/unrealized):
Net income attributable to noncontrolling interest	320
Foreign currency translation	(653		)
Change in fair value, included in additional paid-in capital	(1,690		)
July 7, 2016	$	25,985

Since July 7, 2016, the redeemable noncontrolling interest is no longer reported at fair value. See Note 8, “Equity and Redeemable Noncontrolling Interest.”

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table provides a rollforward of the Company’s goodwill:



				Adjustments to Goodwill								Adjustments to Goodwill
	December 27, 2014			Acquisitions		Foreign Exchange			December 26, 2015			Acquisitions		Transfers			Foreign Exchange			December 31, 2016

	(in thousands)
RMS	$	59,196		$	—	$	(1,029	)	$	58,167		$	—	$	(342	)	$	(1,428	)	$	56,397
DSA	1,234,302			22,146		(4,398		)	1,252,050			337,872		—			(21,446		)	1,568,476
Manufacturing	32,579			105,567		(4,534		)	133,612			46,859		342			(13,169		)	167,644
Gross carrying amount	1,326,077								1,443,829											1,792,517
Accumulated impairment loss - DSA	(1,005,000		)	—		—			(1,005,000		)	—		—			—			(1,005,000		)
Goodwill	$	321,077							$	438,829										$	787,517

During the second quarter of 2016, the Company revised the composition of its reportable segments to align with the view of the business following its acquisition of WIL Research. See Note 1, "Description of Business and Summary of Significant Accounting Policies." As a result, goodwill was allocated from the Company's RMS reportable segment to its Manufacturing reportable segment, as shown in the preceding table within "transfers." The allocation was based on the fair value of each business group within its original reporting unit relative to the fair value of that reporting unit. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed.

Based on the Company’s step one goodwill impairment test for fiscal years 2016, 2015 and 2014, the fair value of each reporting unit exceeded the reporting unit’s book value and, therefore, goodwill was not impaired.

Intangible Assets, Net

The following table displays intangible assets, net by major class:



	December 31, 2016							December 26, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

	(in thousands)
Backlog	$	8,370	$	(6,390	)	$	1,980	$	50,568	$	(50,554	)	$	14
Technology	71,425		(14,314		)	57,111		60,350		(5,911		)	54,439
Trademarks and trade names	8,177		(4,124		)	4,053		11,495		(5,944		)	5,551
Other	16,775		(5,628		)	11,147		14,711		(7,285		)	7,426
Other intangible assets	104,747		(30,456		)	74,291		137,124		(69,694		)	67,430
Client relationships	519,123		(198,966		)	320,157		396,537		(183,163		)	213,374
Intangible assets	$	623,870	$	(229,422	)	$	394,448	$	533,661	$	(252,857	)	$	280,804

During fiscal year 2016, the Company determined that the carrying values of certain DSA intangible assets were not recoverable and recorded an impairment charge of $1.9 million, which was included in costs of services provided (excluding amortization of intangible assets).

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Amortization expense of definite-lived intangible assets, including client relationships, for fiscal years 2016, 2015 and 2014 was $41.7 million, $24.2 million and $26.0 million, respectively. 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)
2017	$	42,525
2018	40,731
2019	34,995
2020	34,382
2021	32,994

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-Term Debt

Long-term debt, net consists of the following:



	December 31, 2016			December 26, 2015

	(in thousands)
Term loans	$	633,750		$	390,000
Revolving credit facility	578,759			446,041
Other long-term debt	185			193
Total debt	1,212,694			836,234
Less: Current portion of long-term debt	(24,560		)	(15,193		)
Long-term debt	1,188,134			821,041
Debt discount and debt issuance costs	(7,633		)	(6,805		)
Long-term debt, net	$	1,180,501		$	814,236

As of December 31, 2016 and December 26, 2015, the weighted average interest rate on the Company’s debt was 1.89% and 1.33%, respectively.

In April 2015, the Company amended and restated the $970M Credit Facility, creating a $1.3 billion facility ($1.3B Credit Facility) that provides for a $400.0 million term loan facility and a $900.0 million multi-currency revolving facility. The interest rates applicable to term loans and revolving loans under the Company’s $1.3B Credit Facility were, at the Company’s option, equal to either the alternate base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.5% or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, plus an interest rate margin based upon the Company’s leverage ratio.

On March 30, 2016, the Company amended and restated its $1.3B credit facility creating a $1.65 billion credit facility ($1.65B Credit Facility) which (1) extends the maturity date for the credit facility and (2) makes certain other amendments in connection with the Company’s acquisition of WIL Research. The amendment was accounted for as a debt modification with a partial extinguishment of debt. In connection with the transaction, the Company capitalized approximately $3.3 million and expensed approximately $1.4 million of debt issuance costs.

The $1.65B Credit Facility provides for a $650.0 million term loan and a $1.0 billion multi-currency revolving facility. The term loan facility matures in 19 quarterly installments with the last installment due March 30, 2021. The revolving facility matures on March 30, 2021, and requires no scheduled payment before that date. Under specified circumstances, the Company has the ability to increase the term loan and/or revolving line of credit by up to $500 million in the aggregate.

The interest rates applicable to term loan and revolving loans under the $1.65B Credit Facility are, at the Company’s option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, plus an interest rate margin based upon the Company’s leverage ratio.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The $1.65B 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 with step downs to 3.50 to 1.0 by the last day of the fourth quarter of 2017. As of December 31, 2016, the Company was compliant with all covenants.

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

Principal maturities of existing debt for the periods set forth in the table below, are as follows:



	Principal
	(in thousands)
2017	$	24,560
2018	36,563
2019	52,813
2020	81,250
2021	1,017,508
Total	$	1,212,694

Letters of Credit

As of both December 31, 2016 and December 26, 2015, the Company had $4.9 million outstanding under letters of credit.

Capital Lease Obligations

The Company acquired a build-to-suit lease as part of its acquisition of Argenta and BioFocus. In accordance with accounting guidance applicable to entities involved with the construction of an asset that will be leased when the construction is completed, the Company was considered the owner, for accounting purposes, of this property during the construction period. Accordingly, the Company recorded an asset and a corresponding financing obligation on its consolidated balance sheet for the amount of total project costs incurred related to the construction in progress for this property through completion of the construction period. Upon completion of the construction during the second quarter of fiscal year 2015, the Company determined that it was no longer considered the owner of the property because it did not have continuing involvement. Consequently, the Company recorded a successful sale leaseback and derecognized the property and the associated financing obligation from the Company’s consolidated balance sheet and recorded a capital lease asset and a corresponding liability of $35.8 million.

As of December 31, 2016, the minimum lease payments under capital leases for each of the next five years and total thereafter were as follows:



	Minimum Lease Payments
	(in thousands)
2017	$	4,097
2018	3,503
2019	3,005
2020	2,385
2021	2,250
Thereafter	27,974
Total	$	43,214

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Earnings Per Share

The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share:



	Fiscal Year
	2016		2015			2014

	(in thousands)
Numerator:
Income from continuing operations, net of income taxes	$	156,086	$	152,037		$	129,924
Income (loss) from discontinued operations, net of income taxes	280		(950		)	(1,726		)
Less: Net income attributable to noncontrolling interests	1,601		1,774			1,500
Net income attributable to common shareholders	$	154,765	$	149,313		$	126,698

Denominator:
Weighted-average shares outstanding—Basic	47,014		46,496			46,627
Effect of dilutive securities:
Stock options, restricted stock units, performance share units and restricted stock	944		1,138			931
Weighted-average shares outstanding—Diluted	47,958		47,634			47,558

Options to purchase approximately 0.8 million shares, 0.5 million shares, and 0.6 million shares for fiscal years 2016, 2015 and 2014, respectively, as well as a non-significant number of restricted stock, restricted stock units (RSUs), and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted average shares outstanding for fiscal years 2016, 2015 and 2014 excluded the impact of approximately 1.1 million shares, 1.1 million shares, and 1.2 million shares, respectively, of non-vested restricted stock, restricted stock units, and PSUs.

Treasury Shares

In July 2010, the Company’s Board of Directors authorized a $500.0 million stock repurchase program, and subsequently approved increases to the stock repurchase program of $250.0 million in 2010, $250.0 million in 2013 and $150.0 million in 2014, for an aggregate authorization of $1,150.0 million. Under its authorized stock repurchase program, the Company did not repurchase any shares in fiscal year 2016, and repurchased approximately 1.5 million shares for $108.8 million and approximately 2.1 million shares for $110.6 million in fiscal years 2015 and 2014, respectively. As of December 31, 2016, the Company had $69.7 million remaining on the authorized stock repurchase program. In addition, the Company’s stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, restricted stock units and performance share units in order to satisfy individual minimum statutory tax withholding requirements. The Company acquired approximately 0.2 million shares for $12.3 million, approximately 0.1 million shares for $8.7 million, and approximately 0.1 million shares for $6.8 million in fiscal years 2016, 2015 and 2014, respectively, to satisfy individual minimum statutory tax withholding requirements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Income (Loss)

Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows:



	Foreign Currency Translation and Other(3)			Pension and Other Post-Retirement Benefit Plans			Total

	(in thousands)
December 27, 2014	$	(19,891	)	$	(54,356	)	$	(74,247	)
Other comprehensive loss before reclassifications (1)	(60,745		)	(302		)	(61,047		)
Amounts reclassified from accumulated other comprehensive income (loss)	(2,341		)	2,617			276
Net current period other comprehensive income (loss)	(63,086		)	2,315			(60,771		)
Income tax expense	—			530			530
December 26, 2015	(82,977		)	(52,571		)	(135,548		)
Other comprehensive loss before reclassifications (2)	(71,618		)	(60,678		)	(132,296		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,711			1,711
Net current period other comprehensive income (loss)	(71,618		)	(58,967		)	(130,585		)
Income tax expense (benefit)	—			(12,369		)	(12,369		)
December 31, 2016	$	(154,595	)	$	(99,169	)	$	(253,764	)
(1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications for fiscal year 2015 was primarily due to the effect of changes in foreign currency exchange rates of the Euro and Canadian Dollar and to a lesser extent due to the impact of changes in the British Pound.
(2) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications for fiscal year 2016 was primarily due to the effect of changes in foreign currency exchange rates of the Euro, British Pound, and Canadian Dollar and to a lesser extent due to the impact of changes in the Chinese Yuan Renminbi and Japanese Yen.
(3) Foreign currency translation and other includes a non-significant amount of unrealized gains (losses) on available-for-sale marketable securities.

Nonredeemable Noncontrolling Interests

The Company has investments in several entities, whose financial results are consolidated in the Company’s financial statements, as it has the ability to exercise control over these entities. The interests of the respective noncontrolling parties in these entities have been recorded as nonredeemable noncontrolling interests.

Redeemable Noncontrolling Interest

In January 2013, the Company acquired a 75% ownership interest of Vital River, a commercial provider of research models and related services in China, for $24.2 million, net of $2.7 million of cash acquired. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25% of the entity for cash at its fair value beginning in January 2016.

On July 7, 2016, the Company purchased an additional 12% equity interest in Vital River for $10.8 million, resulting in total ownership of 87%. The Company recorded a $1.6 million gain in equity equal to the excess fair value of the 12% equity interest over the purchase price. Concurrent with the transaction, the original agreement was amended providing the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 13% equity interest at a contractually defined redemption value, subject to a redemption floor (embedded derivative). These rights are exercisable beginning in 2019 and are accelerated in certain events. The Company recorded a charge of $1.5 million in other income (expense), net, equal to the excess fair value of the hybrid instrument (equity interest with an embedded derivative) over the fair value of the 13% equity interest. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($14.1 million as of December 31, 2016) and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

noncontrolling interest holders have the ability to require the Company to purchase the remaining 13% interest, the noncontrolling interest is classified in the mezzanine section of the consolidated balance sheet, which is presented above the equity section and below liabilities. The agreement does not limit the amount that the Company could be required to pay to purchase the remaining 13% equity interest.

The following table provides a rollforward of the Company’s redeemable noncontrolling interest subsequent to the acquisition of the additional 12% equity interest on July 7, 2016:



	Redeemable Noncontrolling Interest
	(in thousands)
July 7, 2016	$	25,985
Purchase of 12% equity interest	(12,360		)
Total gains or losses (realized/unrealized):
Net income attributable to noncontrolling interest	357
Foreign currency translation	(818		)
Modification of 13% purchase option	1,495
December 31, 2016	$	14,659

See Note 5, “Fair Value,” for the activity within the redeemable noncontrolling interest prior to July 7, 2016.

INCOME TAXES

The components of income from continuing operations before income taxes and the related provision for income taxes are presented below:



	Fiscal Year
	2016			2015			2014

	(in thousands)
Income from continuing operations before income taxes:
U.S.	$	59,255		$	76,157		$	71,002
Non-U.S.	163,666			119,271			106,593
	$	222,921		$	195,428		$	177,595
Income tax provision:
Current:
Federal	$	18,592		$	23,687		$	13,733
Foreign	39,829			8,572			20,364
State	5,263			6,819			4,746
Total current	63,684			39,078			38,843
Deferred:
Federal	7,206			1,790			12,982
Foreign	(4,024		)	3,064			(4,672		)
State	(31		)	(541		)	518
Total deferred	3,151			4,313			8,828
	$	66,835		$	43,391		$	47,671

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of deferred tax assets and liabilities are as follows:



	December 31, 2016			December 26, 2015

	(in thousands)
Deferred tax assets:
Compensation	$	70,863		$	55,259
Accruals and reserves	8,103			8,941
Inventory reserves and valuations	3,447			2,022
Financing related	—			902
Net operating loss and credit carryforwards	58,081			35,233
Other	2,921			2,593
Valuation allowance	(10,101		)	(6,112		)
Total deferred tax assets	133,314			98,838
Deferred tax liabilities:
Goodwill and other intangibles	(121,256		)	(73,208		)
Financing related	(854		)	—
Depreciation related	(32,271		)	(23,664		)
Venture capital investments	(5,084		)	(3,570		)
Foreign withholding taxes	(821		)	(6,590		)
Total deferred tax liabilities	(160,286		)	(107,032		)
Net deferred taxes	$	(26,972	)	$	(8,194	)

Reconciliations of the statutory U.S. Federal income tax rate to effective tax rates are as follows:



	Fiscal Year
	2016		2015		2014
U.S. statutory income tax rate	35.0	%	35.0	%	35.0	%
Foreign tax rate differences	(10.3	)%	(8.6	)%	(9.4	)%
State income taxes, net of Federal tax benefit	1.6	%	1.9	%	1.9	%
Research tax credits and enhanced deductions	(3.5	)%	(2.6	)%	(4.1	)%
Enacted tax rate changes	(0.8	)%	(1.5	)%	—	%
Impact of tax uncertainties	0.2	%	(5.2	)%	(0.7	)%
Foreign withholding taxes	2.0	%	3.4	%	—	%
Impact of acquisitions and restructuring	1.8	%	(2.0	)%	1.6	%
Other	4.0	%	1.8	%	2.5	%
Effective income tax rate	30.0	%	22.2	%	26.8	%

The tax rate benefit for enacted tax rate changes is primarily associated with a reduction in the U.K.’s statutory tax rates.

As of December 31, 2016, the Company had foreign net operating loss and tax credit carryforwards of $58.5 million, as compared to $34.6 million as of December 26, 2015. Of this amount, $5.2 million will expire beginning after 2016, $40.5 million will begin to expire in 2028 and beyond, and the remainder of $12.8 million can be carried forward indefinitely. In accordance with Canadian Federal tax law, the Company claims Scientific Research and Experimental Development (SR&ED) credits on qualified research and development costs incurred in its Safety Assessment facility in Montreal, and currently maintains $16.8 million in credit carryforwards, which will begin to expire in 2033. Additionally, the Company records a benefit to operating income for research and development credits in both Quebec and the U.K. related to its Safety Assessment and Early Discovery facilities.

The Company has fully recognized its deferred tax assets on the belief that it is more likely than not that they will be realized. The only exceptions relate to deferred tax assets primarily for net operating losses in France, Hong Kong, Luxembourg, the

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Netherlands and Germany, capital losses in the U.S., and fixed assets in the U.K. The valuation allowance increased by $4.0 million from $6.1 million as of December 26, 2015 to $10.1 million as of December 31, 2016.

A reconciliation of the Company’s beginning and ending unrecognized income tax benefits is as follows:



	Fiscal Year
	2016			2015			2014

	(in thousands)
Beginning balance	$	23,338		$	34,627		$	18,475
Additions to tax positions for current year	2,194			2,362			1,700
Additions to tax positions for prior years	2,035			3,028			18,502
Reductions to tax positions for current year	—			—			—
Reductions to tax positions for prior years	(1,866		)	(3,991		)	(3,722		)
Settlements	(918		)	(1,946		)	(308		)
Expiration of statute of limitations	(597		)	(10,742		)	(20		)
Ending balance	$	24,186		$	23,338		$	34,627

The $0.8 million increase in unrecognized income tax benefits during fiscal year 2016 is primarily attributable to pre-acquisition tax positions taken by WIL Research, as well as an additional year of Canadian SR&ED credit, offset by a settlement related to the tax year ended 2014 for Canadian SR&ED credits and favorable foreign exchange movement.

The amount of unrecognized income tax benefits that, if recognized, would favorably impact the effective tax rate was $21.4 million as of December 31, 2016 and $20.1 million as of December 26, 2015. The $1.3 million increase is primarily pre-acquisition tax positions taken by WIL Research, as well as an additional year of Canadian SR&ED credit, offset by favorable foreign exchange movement. It is reasonably possible as of December 31, 2016 that the liability for unrecognized tax benefits for the uncertain tax position will decrease by $4.6 million over the next twelve month period, primarily as a result of the outcome of a pending tax ruling and competent authority proceedings. The Company continues to recognize interest and penalties related to unrecognized income tax benefits in income tax expense. The total amount of accrued interest related to unrecognized income tax benefits as of December 31, 2016 and December 26, 2015 was $1.7 million and $1.0 million, respectively. The total amount of accrued penalties related to unrecognized income tax benefits as of December 31, 2016 was $0.2 million.

The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, Japan, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2013.

The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, Germany, and France. The Company does not anticipate resolution of these audits will have a material impact on its financial statements.

During 2015, the Company applied with the Internal Revenue Service (IRS) and Canadian Revenue Authority (CRA) for relief pursuant to the competent authority procedure provided in the tax treaty between the U.S. and Canada for transfer pricing tax assessments related to the tax years 2008 through 2012. The Company believes that the controversy will likely be ultimately settled via the competent authority process and accordingly have recorded both a Canadian liability and a U.S. receivable. The actual amounts of the liability for Canadian taxes and the asset for the correlative relief in the U.S. could be different based upon the agreement reached between the IRS and the CRA.

In accordance with the Company’s policy, the undistributed earnings of the Company’s non-U.S. subsidiaries remain indefinitely reinvested outside of the U.S. as of the end of 2016 as they are required to fund needs outside the U.S. and cannot be repatriated in a manner that is substantially tax free. As of December 31, 2016, the earnings of non-U.S. subsidiaries considered to be indefinitely reinvested totaled $704.6 million. No provision for U.S. income taxes has been provided herein. Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because of the complexities with the hypothetical calculation. Additionally, the amount of liability is dependent on circumstances existing if and when remittance occurs. On December 18, 2015, the U.S. enacted the Consolidated Appropriations Act, which provides for a reinstatement and extension of the controlled foreign corporation look-through rules. This rule allows the Company to access Chinese and Canadian cash in a more tax-efficient manner and utilize the cash outside of the U.S. without triggering residual U.S. tax. As such, in 2016 the Company accrued $4.5 million of foreign withholding taxes.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

EMPLOYEE BENEFIT PLANS

Pension Plans

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

The Charles River Pension Plan is a defined contribution and defined benefit pension plan covering certain U.K. employees. Benefits are based on participants’ final pensionable salary and years of service. Participants’ rights vest immediately. Effective December 31, 2002, the plan was amended to exclude new participants from joining the defined benefit section of the plan and a defined contribution section was established for new entrants. Contributions under the defined contribution plan are determined as a percentage of gross salary. In the fourth quarter of 2015, the Charles River Pension Plan was amended such that the members of the defined benefit section of the plan ceased to accrue additional benefits; however, their benefits continue to be adjusted for changes in their final pensionable salary or a specified inflation index, as applicable.

In addition, the Company has several defined benefit plans in certain other countries in which it maintains an operating presence, including Japan, Canada, France and the Netherlands.

Charles River Laboratories Deferred Compensation Plan and Executive Supplemental Life Insurance Retirement Plan

The Company maintains a non-qualified deferred compensation plan, known as the Charles River Laboratories Deferred Compensation Plan (DCP), which allows a select group of eligible employees to defer a portion of their compensation. At the present time, no contributions are credited to the DCP, except as set forth below. Participants must specify the distribution date for deferred amounts at the time of deferral, in accordance with applicable IRS regulations. Generally, amounts may be paid in lump sum or installments upon retirement or termination of employment, or later if the employee terminates employment after age 55 and before age 65. Amounts may also be distributed during employment, subject to a minimum deferral requirement of three years.

The Company provides certain active employees an annual contribution into their DCP account of 10% of the employee’s base salary plus the lesser of their target annual bonus or actual annual bonus.

In addition to the DCP, certain officers and key employees also participate, or in the past participated, in the Company’s Executive Supplemental Life Insurance Retirement Plan (ESLIRP), which is a non-funded, non-qualified arrangement. Annual benefits under this plan will equal a percentage of the highest five consecutive years of compensation, offset by amounts payable under the CRL Pension Plan and Social Security. In connection with the establishment of the DCP, certain active ESLIRP participants, who agreed to convert their accrued ESLIRP benefit to a comparable deferred compensation benefit, discontinued their direct participation in the ESLIRP. Instead, the present values of the accrued benefits of ESLIRP participants were credited to their DCP accounts, and future accruals are converted to present values and credited to their DCP accounts annually.

The costs associated with these plans, including the ESLIRP, for fiscal years 2016, 2015 and 2014 totaled $2.2 million, $2.6 million and $3.3 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, 2016 and December 26, 2015, the cash surrender value of these life insurance policies were $29.5 million and $27.6 million, respectively.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a reconciliation of benefit obligations and plan assets of the Company’s pension, DCP and ESLIRP plans:



	December 31, 2016			December 26, 2015

	(in thousands)
Change in projected benefit obligations:
Benefit obligation at beginning of year	$	345,220		$	359,130
Service cost	2,453			4,293
Interest cost	12,046			12,974
Benefit payments	(13,383		)	(8,191		)
Curtailment	(279		)	—
Settlements	(5,499		)	—
Plan amendments	188			—
Transfer in from acquisition	5,271			—
Actuarial loss (gain)	71,006			(10,362		)
Administrative expenses paid	(605		)	(411		)
Effect of foreign exchange	(36,476		)	(12,213		)
Benefit obligation at end of year	$	379,942		$	345,220
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$	275,480		$	281,290
Actual return on plan assets	23,388			6,263
Employer contributions	10,551			6,762
Settlements	(5,499		)	—
Transfer in from acquisition	508			—
Benefit payments	(13,383		)	(8,191		)
Administrative expenses paid	(605		)	(411		)
Effect of foreign exchange	(33,537		)	(10,233		)
Fair value of plan assets at end of year	$	256,903		$	275,480

Net balance sheet liability	$	123,039		$	69,740

Amounts recognized in balance sheet:
Noncurrent assets	$	—		$	261
Current liabilities	1,120			6,133
Noncurrent liabilities	121,919			63,868

Amounts recognized in accumulated other comprehensive loss related to the Company’s pension, DCP and ESLIRP plans are as follows:



	Fiscal Year
	2016			2015

	(in thousands)
Net actuarial loss	$	123,743		$	73,412
Net prior service cost (credit)	(3,300		)	(4,584		)
Net amount recognized	$	120,443		$	68,828

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The accumulated benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with accumulated benefit obligations in excess of plan assets are as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Accumulated benefit obligation	$	346,122	$	306,433
Fair value of plan assets	242,172		253,225

The projected benefit obligation and fair value of plan assets for the Company’s pension, DCP and ESLIRP plans with projected benefit obligations in excess of plan assets are as follows:



	December 31, 2016		December 26, 2015

	(in thousands)
Projected benefit obligation	$	379,942	$	336,155
Fair value of plan assets	256,903		266,154

The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year are as follows:



	December 31, 2016
	(in thousands)
Amortization of net actuarial loss	$	3,867
Amortization of net prior service credit	(475		)

Components of net periodic benefit cost for the Company’s pension, DCP and ESLIRP plans are as follows:



	Fiscal Year
	2016			2015			2014

	(in thousands)
Service cost	$	2,453		$	4,293		$	4,155
Interest cost	12,046			12,974			13,831
Expected return on plan assets	(14,164		)	(16,987		)	(17,444		)
Amortization of prior service cost (credit)	(292		)	(581		)	1,211
Amortization of net loss (gain)	2,003			3,198			23
Curtailment	(279		)	—			—
Settlements	788			—			—
Net periodic cost (benefit)	$	2,555		$	2,897		$	1,776

Assumptions

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



	December 31, 2016		December 26, 2015
Discount rate	3.01	%	3.89	%
Rate of compensation increase	3.25	%	3.17	%

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Weighted-average assumptions used to determine net periodic benefit cost are as follows:



	December 31, 2016		December 26, 2015		December 27, 2014
Discount rate	3.89	%	3.75	%	4.44	%
Expected long-term return on plan assets	5.83	%	6.24	%	6.41	%
Rate of compensation increase	3.17	%	3.18	%	3.36	%

A 0.5% decrease in the expected rate of return would increase annual pension expense by $1.3 million.

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 assets classes. Plan assets did not include any of the Company’s common stock as of December 31, 2016 or December 26, 2015. The weighted-average target asset allocations are approximately 45.0% to equity securities, approximately 31.5% to fixed income securities and approximately 23.5% to other securities.

The fair value of the Company’s pension plan assets by asset category are as follows:



	December 31, 2016								December 26, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

	(in thousands)
Cash	$	108	$	—	$	—	$	108	$	92	$	—	$	—	$	92
Equity securities(1)	63,348		6,252		—		69,600		65,890		5,941		—		71,831
Debt securities(2)	59,294		3,269		—		62,563		68,489		2,822		—		71,311
Mutual funds(3)	64,698		56,596		—		121,294		63,689		65,725		—		129,414
Other	1,318		586		1,434		3,338		1,021		49		1,762		2,832
Total	$	188,766	$	66,703	$	1,434	$	256,903	$	199,181	$	74,537	$	1,762	$	275,480
(1) This category comprises equity securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(2) This category comprises debt securities held by non-U.S. pension plans valued at the quoted closing price, and translated into U.S. dollars using a foreign currency exchange rate at year end.
(3) This category comprises mutual funds valued at the net asset value of shares held at year end.

The activity within the Level 3 pension plan assets was non-significant during the periods presented.

During fiscal year 2016, the Company contributed $4.0 million to the pension plans and expects to contribute $4.0 million to its pension plans in fiscal year 2017.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligation as of December 31, 2016. Benefit payments will depend on future employment and compensation levels, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for fiscal years thereafter, are as follows:



Fiscal Year	Pension Plans
	(in thousands)
2017	$	8,610
2018	8,818
2019	9,682
2020	10,014
2021	30,717
Thereafter	57,705

Post-Retirement Health and Life Insurance Plans

The Company’s Canadian location offers post-retirement life insurance benefits to its employees and post-retirement medical and dental insurance coverage to certain executives. The plan is non-contributory and unfunded. As of December 31, 2016 and December 26, 2015, the accumulated benefit obligation related to the plan was $1.2 million and $0.9 million, respectively. The amounts included in other accumulated comprehensive income as well as expenses related to the plan were non-significant for fiscal years 2016, 2015, and 2014.

Charles River Laboratories Employee Savings Plan

The Charles River Laboratories Employee Savings Plan is a defined contribution plan in the form of a qualified 401(k) plan in which substantially all U.S. employees are eligible to participate upon employment. The plan contains a provision whereby the Company matches a percentage of employee contributions. During fiscal years 2016, 2015 and 2014, the costs associated with this defined contribution plan totaled $6.2 million, $5.3 million and $4.9 million, respectively.

STOCK-BASED COMPENSATION

The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock, restricted stock units and PSUs.

During fiscal years 2016, 2015 and 2014, the primary share-based awards and their general terms and conditions are as follows:


•	Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 4 years; and typically expire 5 to 7 years from date of grant.


•	Restricted stock units, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and typically vest over 2 to 4 years. With respect to restricted stock units, recipients are not entitled to cash dividends and have no voting rights on the stock during the vesting period.


•	Restricted stock, which is an award of common stock issued on the grant date and subject to vesting, typically over 2 to 4 years. Recipients cannot sell or transfer the shares until the restriction period has lapsed, but are entitled to forfeitable cash dividends and to vote their respective shares upon grant.


•	PSUs, which entitle the holder to receive at no cost, a specified number of shares of common stock within a range of shares from zero to a specified maximum and typically vest over 3 years. Payout of this award is contingent upon achievement of certain performance and market conditions.

In May 2007, the Company’s shareholders approved the 2007 Incentive Plan, which was amended in 2009, 2011, 2013 and 2015 (2007 Plan). The 2007 Plan provided no further awards to be granted under preexisting stock option and incentive plans; provided, however, that any shares that have been forfeited or canceled in accordance with the terms of the applicable award under a preexisting plan may be subsequently awarded in accordance with the terms of the preexisting plan. The 2007 Plan allows a maximum of 18.7 million shares to be awarded, of which restricted stock grants, restricted stock units, and

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

performance based stock awards count as 2.3 shares and stock options count as 1.0 shares. Any stock options and other share-based awards that were granted under prior plans and were outstanding in May 2007 continue in accordance with the terms of the respective plans.

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

As of December 31, 2016, approximately 7.3 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 the financial statement line items in which stock-based compensation is reflected:



	Fiscal Year
	2016			2015			2014

	(in thousands)
Cost of revenue (excluding amortization of intangible assets)	$	6,508		$	6,511		$	5,382
Selling, general and administrative	37,134			33,611			25,653
Stock-based compensation expense, before income taxes	43,642			40,122			31,035
Provision for income taxes	(15,548		)	(14,225		)	(11,006		)
Stock-based compensation, net of income taxes	$	28,094		$	25,897		$	20,029

During fiscal year 2015, the Company modified certain stock-based awards granted in previous years as part of executive retirement transitions. For the stock-based awards granted to employees during and subsequent to fiscal year 2015, the Company introduced a new retirement provision, which allows for continued vesting of such awards after the employee’s retirement if certain eligibility conditions are met. The introduction of the new retirement provision and stock-based award modifications increased the Company’s stock-based compensation expense for 2015 by $4.5 million.

The Company capitalized no stock-based compensation related costs for fiscal years 2016, 2015 and 2014.

The Company’s pool of excess tax benefits, which is computed in accordance with the long form method, was $32.2 million as of December 31, 2016, $22.3 million as of December 26, 2015, and $10.8 million as of December 27, 2014. During fiscal year 2016, the Company recorded a tax benefit of $9.3 million to additional paid-in capital related to the exercise of stock options and vesting of restricted shares and restricted stock units, compared to a tax benefit of $10.6 million in fiscal year 2015.

Stock Options

The following table summarizes stock option activities under the Company’s stock-based compensation plans:



	Number of shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value

	(in thousands, except per share amounts)
Options outstanding as of December 26, 2015	2,066		$	50.62
Options granted	588		$	74.13
Options exercised	(601	)	$	38.52
Options canceled	(83	)	$	62.66
Options outstanding as of December 31, 2016	1,970		$	60.82	3.4	$	30,638
Options exercisable as of December 31, 2016	746		$	48.34	2.6	$	20,817
Options expected to vest as of December 31, 2016	1,202		$	68.40	3.8	$	9,690

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:



	Fiscal Year
	2016		2015		2014
Expected life (in years)	3.6		3.6		4.2
Expected volatility	25	%	28	%	30	%
Risk-free interest rate	1.2	%	1.1	%	1.5	%
Expected dividend yield	0	%	0	%	0	%

The weighted-average grant date fair value of stock options granted was $15.12, $17.24 and $15.19 for fiscal years 2016, 2015 and 2014, respectively.

As of December 31, 2016, the unrecognized compensation cost related to unvested stock options expected to vest was $10.8 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.2 years.

The total intrinsic value of options exercised during fiscal years 2016, 2015 and 2014 was $23.0 million, $28.3 million and $30.5 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price.

Restricted Stock and Restricted Stock Units

The following table summarizes the restricted stock and restricted stock units activity for fiscal year 2016:



	Restricted Stock and Restricted Stock Units		Weighted Average Grant Date Fair Value
	(in thousands)
December 26, 2015	607		$	55.52
Granted	236		$	75.10
Vested	(296	)	$	49.29
Canceled	(32	)	$	63.36
December 31, 2016	515		$	67.62

As of December 31, 2016, the unrecognized compensation cost related to shares of unvested restricted stock and restricted stock units expected to vest was $19.2 million, which is expected to be recognized over an estimated weighted-average amortization period of 1.2 years. The total fair value of restricted stock and restricted stock unit grants that vested during fiscal years 2016, 2015 and 2014 was $14.6 million, $15.7 million and $13.9 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:

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	Fiscal Year
	2016			2015			2014
PSUs granted	190,628			148,900			214,823
Weighted average per share fair value	$	80.38		$	88.62		$	67.82
Key Assumptions:
Expected volatility	24		%	23		%	29		%
Risk-free interest rate	0.91		%	0.96		%	0.63		%
Expected dividend yield	—		%	—		%	—		%
20 trading day average stock price on grant date	(4.8		)%	20.6		%	13.1		%

The maximum amount of common shares to be issued upon vesting of PSUs is approximately 0.3 million. For fiscal years 2016, 2015 and 2014, the Company recognized stock-based compensation related to PSUs of $19.7 million, $14.7 million and $8.5 million, respectively. The total fair value of PSUs that vested during fiscal years 2016 and 2015 was $18.0 million and $6.6 million, respectively.

In fiscal year 2016, the Company also issued approximately 18,000 PSUs using a weighted average fair value per share of $73.70. These PSUs vest upon the achievement of financial targets and other performance measures.

FOREIGN CURRENCY CONTRACTS

The Company enters into foreign exchange forward contracts to limit its foreign currency exposure related to intercompany loans that are not of a long-term investment nature. These contracts are recorded at fair value in the Company’s consolidated balance sheet and are not designated as hedging instruments. Any gains or losses on such contracts are immediately recognized in other income (expense), net, and are largely offset by the remeasurement of the underlying intercompany loan balances.

The Company did not have any foreign currency contracts open as of December 31, 2016. The notional amount and fair value of the Company’s foreign currency forward contracts as of December 26, 2015 were as follows:



Notional Amount		Fair Value		Balance Sheet Location

(in thousands)
$	88,483	$	15	Other current assets

The following table summarizes gains (losses) recognized on foreign exchange forward contracts related to intercompany loans denominated in British Pounds and Euros on the Company’s consolidated statement of income:



	Fiscal Year
Location of Gain (Loss)	2016		2015

	(in thousands)
Other income (expense), net	$	3,373	$	(4,917	)

The forward contracts outstanding as of December 26, 2015 had durations of approximately 3 months.

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company rents laboratory and office space, land, vehicles and certain equipment under non-cancellable operating leases. These lease agreements contain various clauses for renewal at the Company’s option and, in certain cases, rent escalation clauses. Rental expense under these leases amounted to $21.8 million, $23.4 million and $14.2 million in fiscal years 2016, 2015 and 2014, respectively. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other operating expenses.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2016, minimum rental commitments under non-cancellable leases, net of income from subleases, for each of the next five years and total thereafter were as follows:



	Minimum Lease Payments
	(in thousands)
2017	$	23,410
2018	20,273
2019	17,119
2020	13,254
2021	8,104
Thereafter	19,116
Total	$	101,276

Insurance

The Company maintains certain insurance policies that maintain large deductibles up to approximately $5.0 million, some with or without stop-loss limits, depending on market availability. Insurance policies at certain locations are based on a percentage of the insured assets, for which deductibles for certain property may exceed $5.0 million in the event of a catastrophic event.

Litigation

Various lawsuits, claims and proceedings of a nature considered normal to its business are pending against the Company. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on the Company’s business or financial condition.

In July 2015, IDEXX Laboratories, Inc. and IDEXX Distribution, Inc. (collectively, IDEXX) filed a complaint in the United States District Court for the District of Delaware alleging the Company has infringed three recently issued patents related to a blood spot sample collection method used in determining the presence or absence of an infectious disease in a population of rodents. On September 21, 2015, the Company timely filed a motion to dismiss the complaint on the grounds that all of the claims are directed to unpatentable subject matter and therefore are invalid. On October 7, 2015, IDEXX filed an amended complaint, which substantially asserted the same patents and infringement allegations as asserted in the original complaint, and on October 26, 2015, the Company timely filed a motion to dismiss this amended complaint. The hearing on the motion to dismiss was held on January 12, 2016. On July 1, 2016, the Court issued an opinion denying the motion to dismiss. The Company filed its answer to the complaint on July 21, 2016. In addition, on July 29, 2016, the Company initiated an inter partes review (IPR) procedure with the United States Patent and Trademark Office challenging the validity of the IDEXX patents. On February 6, 2017, we entered into a settlement agreement with IDEXX, which involved the withdrawal by IDEXX of their complaint and withdrawal by us of the IPR.

In May 2013, the Company commenced an investigation into inaccurate billing with respect to certain government contracts. The Company promptly reported these matters to the relevant government contracting officers, the Department of Health and Human Services’ Office of the Inspector General, and the Department of Justice, and the Company is cooperating with these agencies to ensure the proper repayment and resolution of this matter. The Company previously identified approximately $1.5 million of excess amounts billed on these contracts since January 1, 2007, and recorded a liability for such amount. Based on its ongoing discussions with the government, the Company has recorded an additional charge of $0.3 million during the fiscal year 2016. The Company’s best estimate, which totals $1.8 million, may be subject to change based on the terms of any final settlement with the Department of Justice and the Department of Health and Human Services’ Office of the Inspector General.

Guarantees

The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal.

Purchase Obligations

The Company enters into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty. The aggregate amount of the Company’s unconditional purchase obligations totaled $86.2 million as of December 31, 2016.

RESTRUCTURING AND ASSET IMPAIRMENTS

Workforce Reductions

The Company periodically implements workforce reductions to improve operating efficiency at various sites. The following table provides a rollforward of the Company’s severance and retention costs liability:



	December 31, 2016			December 26, 2015			December 27, 2014

	(in thousands)
Balance, beginning of period	$	2,969		$	2,666		$	2,782
Expense	8,454			6,173			7,792
Payments / utilization	(7,473		)	(5,820		)	(7,900		)
Foreign currency adjustments	(270		)	(50		)	(8		)
Balance, end of period	$	3,680		$	2,969		$	2,666

As of December 31, 2016 and December 26, 2015, $3.6 million and $2.6 million of severance and retention costs liability, respectively, was included in accrued compensation and $0.1 million and $0.3 million, respectively, was included in other long-term liabilities on the Company's consolidated balance sheets.

The following table presents severance and retention costs by classification on the consolidated statements of income:



	Fiscal Year
	2016		2015		2014

	(in thousands)
Cost of services provided and products sold (excluding amortization of intangible assets)	$	4,717	$	735	$	3,342
Selling, general and administrative	3,737		5,438		4,450
Total severance and retention costs	$	8,454	$	6,173	$	7,792

The following presents severance and retention costs by reportable segment:



	Fiscal Year
	2016		2015		2014

	(in thousands)
RMS	$	759	$	1,338	$	4,593
DSA	7,689		1,068		2,912
Manufacturing	6		1,639		166
Unallocated corporate	—		2,128		121
Total severance and retention costs	$	8,454	$	6,173	$	7,792

Facilities

In fiscal year 2016, the Company commenced a consolidation of small DSA facilities in the U.S., Ireland, and the United Kingdom. As a result, an asset impairment charge of $9.4 million was recorded related to the consolidation plans.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In fiscal year 2015, the Company commenced a consolidation of certain RMS facilities in the U.S., Europe, and Japan. As a result, an asset impairment charge of $1.8 million was recorded related to the consolidation plans.

In fiscal year 2014, the Company committed to plans to consolidate certain research model operations in the U.S., Japan, and Europe. As a result, the Company recorded $2.2 million of asset impairments and other charges and $4.3 million of accelerated depreciation related to certain facilities impacted by the consolidation plans. Also, in fiscal year 2014, the Company recorded a gain of $1.0 million on the sale of a European facility.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company revised its reportable segments during fiscal year 2016 to align with its view of the business following its acquisition of WIL Research. See Note 1, “Description of Business and Summary of Significant Accounting Policies.” The Company reported segment results on this basis retrospectively for all comparable prior periods. Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s Chief Operating Decision Maker.

The following table presents revenue and other financial information by reportable segment:



	Fiscal Year
	2016		2015		2014

	(in thousands)
RMS
Revenue	$	494,037	$	470,411	$	503,656
Operating income	136,365		120,973		120,736
Depreciation and amortization	20,853		22,526		27,309
Capital expenditures	11,642		17,398		18,669
DSA
Revenue	$	836,593	$	612,173	$	538,218
Operating income	138,157		121,981		69,749
Depreciation and amortization	71,816		46,812		47,138
Capital expenditures	27,493		30,333		19,759
Manufacturing
Revenue	$	350,802	$	280,718	$	255,788
Operating income	104,543		74,675		79,260
Depreciation and amortization	25,566		18,129		14,295
Capital expenditures	12,247		9,814		15,621

For fiscal years ended 2016, 2015 and 2014, reconciliations of segment operating income and capital expenditures to the respective consolidated amounts are as follows:



	Operating Income									Capital Expenditures
	Fiscal Year									Fiscal Year
	2016			2015			2014			2016		2015		2014

	(in thousands)
Total reportable segments	$	379,065		$	317,629		$	269,745		$	51,382	$	57,545	$	54,049
Unallocated corporate	(141,646		)	(111,180		)	(92,075		)	3,906		5,707		2,876
Total consolidated	$	237,419		$	206,449		$	177,670		$	55,288	$	63,252	$	56,925

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

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	Fiscal Year
	2016		2015		2014

	(in thousands)
RMS	$	494,037	$	470,411	$	503,656
DSA	836,593		612,173		538,218
Manufacturing	350,802		280,718		255,788
Total revenue	$	1,681,432	$	1,363,302	$	1,297,662

A summary of unallocated corporate overhead consists of the following:



	Fiscal Year
	2016		2015		2014

	(in thousands)
Stock-based compensation expense	$	27,272	$	25,751	$	18,474
Salary, bonus, and fringe	39,189		33,026		30,838
Consulting, audit, and professional services	23,421		15,418		13,431
IT related expenses	13,233		8,400		6,528
Depreciation expense	8,423		7,414		7,703
Acquisition related adjustments	15,608		11,644		6,285
Other general unallocated corporate expenses	14,500		9,527		8,816
Total unallocated corporate overhead costs	$	141,646	$	111,180	$	92,075

Other general unallocated corporate expenses consist of various departmental costs including those associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.

Revenue and long-lived assets by geographic area are as follows:



	U.S.		Europe		Canada		Japan		Other Non-U.S.		Consolidated

	(in thousands)
2016
Revenue	$	850,422	$	520,937	$	194,210	$	46,829	$	69,034	$	1,681,432
Long-lived assets	462,330		177,423		78,866		20,941		16,267		755,827
2015
Revenue	$	659,466	$	435,491	$	172,349	$	40,520	$	55,476	$	1,363,302
Long-lived assets	402,238		159,445		77,535		22,348		16,393		677,959
2014
Revenue	$	588,531	$	446,263	$	163,490	$	49,921	$	49,457	$	1,297,662
Long-lived assets	386,624		153,203		95,272		23,896		17,802		676,797

Included in the other non-U.S. category above are operations located in China, Korea, Australia, Singapore, and India. Revenues represent sales originating in entities physically located in the identified geographic area. Long-lived assets include property, plant, and equipment and other long-lived assets.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SELECTED QUARTERLY FINANCIAL DATA (unaudited)

The following table contains quarterly financial information for fiscal years 2016 and 2015. The operating results for any quarter are not necessarily indicative of future period results.



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Fiscal Year 2016	(in thousands, except per share amounts)
Total revenue	$	354,868	$	434,055	$	425,720	$	466,789
Gross profit(1)	140,768		169,747		156,270		179,881
Operating income	51,472		58,061		58,795		69,091
Net income attributable to common shareholders	37,143		35,207		37,735		44,680
Earnings (loss) per common share
Basic:
Continuing operations attributable to common shareholders	$	0.80	$	0.75	$	0.79	$	0.95
Discontinued operations	$	—	$	—	$	0.01	$	—
Net income attributable to common shareholders	$	0.80	$	0.75	$	0.80	$	0.95
Diluted:
Continuing operations attributable to common shareholders	$	0.78	$	0.73	$	0.78	$	0.93
Discontinued operations	$	—	$	—	$	0.01	$	—
Net income attributable to common shareholders	$	0.78	$	0.73	$	0.79	$	0.93
Fiscal Year 2015
Total revenue	$	320,414	$	339,573	$	349,465	$	353,850
Gross profit(1)	119,660		132,783		138,075		140,574
Operating income	43,005		55,735		55,440		52,269
Net income attributable to common shareholders	31,541		48,509		37,379		31,884
Earnings (loss) per common share
Basic:
Continuing operations attributable to common shareholders	$	0.67	$	1.04	$	0.81	$	0.71
Discontinued operations	$	—	$	—	$	—	$	(0.02	)
Net income attributable to common shareholders	$	0.67	$	1.04	$	0.81	$	0.69
Diluted:
Continuing operations attributable to common shareholders	$	0.66	$	1.02	$	0.79	$	0.69
Discontinued operations	$	—	$	—	$	—	$	(0.02	)
Net income attributable to common shareholders	$	0.66	$	1.02	$	0.79	$	0.67
(1) Gross profit is calculated as total revenues minus cost of revenue (excluding amortization of intangible assets).

Full-year amounts may not sum due to rounding.

SUBSEQUENT EVENTS

On February 10, 2017, the Company completed the divestiture of its CDMO business to Quotient Clinical Ltd., based in London, England, for $75.0 million in cash, subject to certain post-closing adjustments.

The CDMO business, which represented approximately 1% of the Company’s 2016 consolidated revenue, was acquired in April 2016 as part of the acquisition of WIL Research. See Note 1, “Description of Business and Summary of Significant Accounting Policies” and Note 2, “Business Acquisitions.” Following a strategic review, the Company determined that the CDMO business was not optimized within the Company’s portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities.

The Company is in the process of evaluating the transaction and its impact on the financial statements, including evaluating the resulting gain (loss) that will be recognized. As of December 31, 2016, the carrying amounts of the major classes of assets and liabilities associated with the CDMO business were as follows:

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	December 31, 2016
	(in thousands)
Assets
Current assets	$	4,270
Property, plant and equipment, net	11,313
Goodwill	35,857
Long-term assets	17,332
Total assets	$	68,772
Liabilities
Current liabilities	$	5,840
Long-term liabilities	7,856
Total liabilities	$	13,696

As of December 31, 2016, the assets and liabilities of the CDMO business were not classified as held-for-sale as management had not committed to a formal plan to sell the business and the sale was not deemed probable.

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