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«2013 Annual Report breakthrough technologies and services focused on Dear Fellow Shareholders, addressing specific customer and market needs. Several ...»

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An assessment of the recoverability of amortizing intangible assets takes place when events have occurred that may give rise to an impairment. During fiscal year 2013, the Company recorded a charge of $6.7 million for the impairment of certain long-lived assets within the Human Health segment, as the carrying amounts of the long-lived assets were not recoverable and exceeded their fair value. The Company recorded a charge of $3.0 million for the impairment of intangible assets during fiscal year 2011 within the Human Health segment for the full impairment of license agreements that the Company no longer intends to use. These non-cash impairments of long-lived assets, including intangible assets, have been recorded as a separate component of operating expenses.

The changes in the carrying amount of goodwill for fiscal years 2013 and 2012 are as follows (the January 1, 2012 and December 30, 2012 balances have been retrospectively adjusted to reflect the realignment of

the Company, see Note 23):

–  –  –

Total amortization expense related to definite-lived intangible assets was $90.4 million in fiscal year 2013, $91.2 million in fiscal year 2012 and $80.0 million in fiscal year 2011. Estimated amortization expense related to definite-lived intangible assets for each of the next five years is $83.2 million in fiscal year 2014, $69.2 million in fiscal year 2015, $60.2 million in fiscal year 2016, $50.7 million in fiscal year 2017, and $39.1 million in fiscal year 2018.

The Company entered into a strategic agreement in fiscal year 2012 under which it acquired certain intangible assets and received a license to certain core technology for an analytics and data discovery platform, as well as the exclusive right to distribute the platform in certain scientific research and development markets.

During fiscal year 2012, the Company paid $6.8 million for net intangible assets and $25.0 million for prepaid royalties. During fiscal year 2013, the Company extended the existing agreement for an additional year. In addition, the Company entered into a new agreement to expand the distribution rights to the clinical and other related markets and acquired additional intangible assets. During fiscal year 2013, the Company paid $7.0 million for net intangible assets and $40.3 million for prepaid royalties. The prepaid royalties have been recorded primarily as other long-term assets. The Company does not expect to pay any additional prepaid royalties within the next twelve months. The Company expenses royalties as revenue is recognized. These intangible assets are NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) being amortized over their estimated useful lives. The Company has reported the amortization of these intangible assets within the results of the Company’s Human Health segment from the execution date.

Note 13: Debt Senior Unsecured Revolving Credit Facility. On January 8, 2014, the Company refinanced its debt held under the senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility. The Company’s former senior unsecured revolving credit facility provided for $700.0 million of revolving loans and had an initial maturity of December 16, 2016. As of December 29, 2013, undrawn letters of credit in the aggregate amount of $12.0 million were treated as issued and outstanding under the former senior unsecured revolving credit facility. As of December 29, 2013, the Company had $291.0 million available for additional borrowing under the former facility. The interest rates under the former senior unsecured revolving credit facility were based on the Eurocurrency rate at the time of borrowing plus a margin, or the base rate from time to time. The base rate was the higher of (i) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate,” (ii) the Federal Funds rate plus 50 basis points or (iii) one-month Libor plus 1.00%. The Eurocurrency margin as of December 29, 2013 was 130 basis points. The weighted average Eurocurrency interest rate as of December 29, 2013 was 0.17%, resulting in a weighted average effective Eurocurrency rate, including the margin, of 1.47%, which was the interest applicable to borrowings outstanding under the Eurocurrency rate as of December 29, 2013. At December 29, 2013 and December 30, 2012, the Company had $397.0 million and $258.0 million, respectively of borrowings in U.S.

Dollars outstanding under the former senior unsecured revolving credit facility with interest based primarily on the above described Eurocurrency rate. The credit agreement for the former facility contained affirmative, negative and financial covenants and events of default similar to those contained in the Company’s new credit facility.

The new senior unsecured revolving credit facility provides for $700.0 million of revolving loans and has an initial maturity of January 8, 2019. The interest rates under the new senior unsecured revolving credit facility will be based on the Eurocurrency rate at the time of borrowing plus a margin, or the base rate from time to time. The base rate will be the higher of (i) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate,” (ii) the Federal Funds rate plus 50 basis points or (iii) one-month Libor plus 1.00%. The new credit agreement for the facility contains affirmative, negative and financial covenants and events of default similar to those contained in the Company’s credit agreement for its previous facility. The financial covenants in the Company’s new senior unsecured revolving credit facility include a debt-to-capital ratio, and two contingent covenants, a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio, applicable if the Company’s credit rating is downgraded below investment grade. The Company uses the senior unsecured revolving credit facilities for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases, acquisitions and strategic alliances.





6% Senior Unsecured Notes due in 2015. On May 30, 2008, the Company issued $150.0 million aggregate principal amount of senior unsecured notes due in 2015 in a private placement and received $150.0 million of proceeds from the issuance. The 2015 Notes were scheduled to mature in May 2015 and paid interest at an annual rate of 6%. Interest on the 2015 Notes was payable semi-annually on May 30th and November 30th of each year. The Company had the option to redeem some or all of the 2015 Notes at a make-whole redemption price plus accrued and unpaid interest. In December 2013, the Company redeemed all of the 2015 Notes for a redemption price that included the outstanding principal amount of $150.0 million and a prepayment premium of $11.1 million, which is included in other expense, net. The transaction also resulted in the write-off of $2.8 million for the remaining unamortized derivative losses for previously settled cash flow hedges and the write-off of $0.2 million for the remaining deferred debt issuance costs. Both of these amounts are included in interest expense.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 5% Senior Unsecured Notes due in 2021. On October 25, 2011, the Company issued $500.0 million aggregate principal amount of senior unsecured notes due in 2021 in a registered public offering and received $496.9 million of net proceeds from the issuance. The 2021 Notes were issued at 99.372% of the principal amount, which resulted in a discount of $3.1 million. As of December 29, 2013, the 2021 Notes had an aggregate carrying value of $497.4 million, net of $2.6 million of unamortized original issue discount. The 2021 Notes mature in November 2021 and bear interest at an annual rate of 5%. Interest on the 2021 Notes is payable semiannually on May 15th and November 15th each year. Prior to August 15, 2021 (three months prior to their maturity date), the Company may redeem the 2021 Notes in whole or in part, at its option, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest in respect to the 2021 Notes being redeemed, discounted on a semi-annual basis, at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest. At any time on or after August 15, 2021 (three months prior to their maturity date), the Company may redeem the 2021 Notes, at its option, at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed plus accrued and unpaid interest. Upon a change of control (as defined in the indenture governing the 2021 Notes ) and a contemporaneous downgrade of the 2021 Notes below investment grade, each holder of 2021 Notes will have the right to require the Company to repurchase such holder’s 2021 Notes for 101% of their principal amount, plus accrued and unpaid interest.

Financing Lease Obligations. In September 2012, the Company entered into agreements with the lessors of buildings that the Company is currently occupying and leasing to expand those buildings. The Company provided a portion of the funds needed for the construction of the additions to the buildings, which resulted in the Company being considered the owner of the buildings during the construction period. At the end of the construction period, the Company will not be reimbursed by the lessors for all of the construction costs. The Company is therefore deemed to have continuing involvement and the leases will qualify as financing leases under sale-leaseback accounting guidance, representing debt obligations for the Company and non-cash investing and financing activities. As a result, the Company capitalized $29.3 million in property and equipment, net, representing the fair value of the buildings with a corresponding increase to debt. The Company has also capitalized $11.5 million in additional construction costs necessary to complete the renovations to the buildings, which were funded by the lessors, with a corresponding increase to debt. At December 29, 2013, the Company had $40.3 million recorded for these financing lease obligations, of which $2.6 million was recorded as shortterm debt and $37.7 million was recorded as long-term debt. At December 30, 2012, the Company had $34.6 million recorded for these financing lease obligations, of which $1.7 million was recorded as short-term debt and $32.9 million was recorded as long-term debt. The buildings are being depreciated on a straight-line basis over the terms of the leases to their estimated residual values, which will equal the remaining financing obligation at the end of the lease term. At the end of the lease term, the remaining balances in property, plant and equipment, net and debt will be reversed against each other.

–  –  –

(1) On January 8, 2014, the Company refinanced its debt held under the senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility, with an initial maturity of January 8, 2019.

Note 14: Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 29, 2013 and December 30, 2012 consisted of

the following:

–  –  –

Note 15: Employee Benefit Plans Savings Plan: The Company has a 401(k) Savings Plan for the benefit of all qualified U.S. employees, with such employees receiving matching contributions in the amount equal to 100.0% of the first 5.0% of eligible compensation up to applicable Internal Revenue Service limits. Such matching contributions have been in effect since February 1, 2011 for all employees except former employees of Caliper, who received matching contributions of 50.0% of the first 5.0% of eligible compensation up to applicable Internal Revenue Service limits until December 31, 2012, and received matching contributions of 100.0% of the first 5.0% of eligible compensation up to applicable Internal Revenue Service limits after December 31, 2012. Savings plan expense was $12.8 million in fiscal year 2013, $12.3 million in fiscal year 2012 and $10.6 million in fiscal year 2011.



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