PKI 10-Q Quarterly Report March 29, 2015

PERKINELMER INC

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10-Q 1 pki-03292015x10qdocument.htm 10-Q PKI-03.29.2015-10Q Document

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-5075

_______________________________________

PerkinElmer, Inc.

(Exact name of Registrant as specified in its Charter)

_______________________________________



Massachusetts		04-2052042
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

940 Winter Street

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip code)

(781) 663-6900

(Registrant’s telephone number, including area code)

_______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of April 30, 2015 , there were outstanding 113,193,707 shares of common stock, $1 par value per share.

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TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Overview	25
	Critical Accounting Policies and Estimates	26
	Consolidated Results of Continuing Operations	26
	Reporting Segment Results of Continuing Operations	30
	Liquidity and Capital Resources	31
	Dividends	34
	Effects of Recently Adopted and Issued Accounting Pronouncements	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 6.	Exhibits	45

Signatures		47

Exhibit Index		48

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PART I. FINANCIAL INFORMATION


Item 1.	Unaudited Financial Statements

PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands, except per share data)
Product revenue	$	359,313		$	365,485
Service revenue	167,588			165,125
Total revenue	526,901			530,610
Cost of product revenue	184,609			189,284
Cost of service revenue	106,918			105,613
Total cost of revenue	291,527			294,897
Selling, general and administrative expenses	145,873			152,437
Research and development expenses	32,120			29,379
Restructuring and contract termination charges, net	—			2,135
Operating income from continuing operations	57,381			51,762
Interest and other expense, net	9,421			11,289
Income from continuing operations before income taxes	47,960			40,473
Provision for income taxes	7,649			5,522
Income from continuing operations	40,311			34,951
Loss from discontinued operations before income taxes	(37		)	(1,030		)
Loss on disposition of discontinued operations before income taxes	(13		)	(72		)
Income tax benefit from discontinued operations and dispositions	(73		)	(375		)
Gain (loss) on discontinued operations and dispositions	23			(727		)
Net income	$	40,334		$	34,224
Basic earnings per share:
Income from continuing operations	$	0.36		$	0.31
Gain (loss) on discontinued operations and dispositions	0.00			(0.01		)
Net income	$	0.36		$	0.30
Diluted earnings per share:
Income from continuing operations	$	0.36		$	0.31
Gain (loss) on discontinued operations and dispositions	0.00			(0.01		)
Net income	$	0.36		$	0.30
Weighted average shares of common stock outstanding:
Basic	112,641			112,553
Diluted	113,439			113,777
Cash dividends per common share	$	0.07		$	0.07

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Net income	$	40,334		$	34,224
Other comprehensive income:
Foreign currency translation adjustments	(23,697		)	634
Unrealized losses on securities, net of tax	(29		)	(32		)
Other comprehensive (loss) income	(23,726		)	602
Comprehensive income	$	16,608		$	34,826

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	March 29, 2015			December 28, 2014
	(In thousands, except share and per share data)
Current assets:
Cash and cash equivalents	$	168,924		$	174,821
Accounts receivable, net	415,378			470,563
Inventories	291,120			285,457
Other current assets	147,113			137,710
Total current assets	1,022,535			1,068,551
Property, plant and equipment:
At cost	485,101			492,814
Accumulated depreciation	(316,602		)	(316,620		)
Property, plant and equipment, net	168,499			176,194
Marketable securities and investments	1,598			1,568
Intangible assets, net	470,012			490,265
Goodwill	2,253,208			2,284,077
Other assets, net	112,419			113,420
Total assets	$	4,028,271		$	4,134,075
Current liabilities:
Current portion of long-term debt	$	1,083		$	1,075
Accounts payable	157,471			173,953
Accrued restructuring and contract termination charges	13,312			17,124
Accrued expenses and other current liabilities	376,585			403,021
Current liabilities of discontinued operations	2,130			2,137
Total current liabilities	550,581			597,310
Long-term debt	1,014,666			1,051,892
Long-term liabilities	403,139			442,771
Total liabilities	1,968,386			2,091,973
Commitments and contingencies (see Note 18)
Stockholders’ equity:
Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding	—			—
Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 113,190,000 shares and 112,481,000 shares at March 29, 2015 and at December 28, 2014, respectively	113,190			112,481
Capital in excess of par value	102,673			94,276
Retained earnings	1,842,948			1,810,545
Accumulated other comprehensive income	1,074			24,800
Total stockholders’ equity	2,059,885			2,042,102
Total liabilities and stockholders’ equity	$	4,028,271		$	4,134,075

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PERKINELMER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Operating activities:
Net income	$	40,334		$	34,224
Less: (gain) loss from discontinued operations and dispositions, net of income taxes	(23		)	727
Income from continuing operations	40,311			34,951
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
Restructuring and contract termination charges, net	—			2,135
Depreciation and amortization	28,334			29,328
Stock-based compensation	3,987			4,516
Amortization of deferred debt financing costs, interest rate hedges and accretion of discounts	312			304
Amortization of acquired inventory revaluation	4,850			—
Changes in operating assets and liabilities which provided (used) cash, excluding effects from companies purchased and divested:
Accounts receivable, net	37,582			26,732
Inventories	(22,498		)	(17,719		)
Accounts payable	(12,335		)	959
Accrued expenses and other	(42,895		)	(13,093		)
Net cash provided by operating activities of continuing operations	37,648			68,113
Net cash provided by (used in) operating activities of discontinued operations	15			(402		)
Net cash provided by operating activities	37,663			67,711
Investing activities:
Capital expenditures	(4,479		)	(6,020		)
Changes in restricted cash balances	59			—
Activity related to acquisitions and investments, net of cash and cash equivalents acquired	(4,619		)	—
Net cash used in investing activities	(9,039		)	(6,020		)
Financing activities:
Payments on revolving credit facility	(98,000		)	(95,000		)
Proceeds from revolving credit facility	61,000			90,000
Payments of debt financing costs	—			(1,724		)
Settlement of hedges	15,563			—
Net payments on other credit facilities	(263		)	(252		)
Proceeds from issuance of common stock under stock plans	8,840			7,231
Purchases of common stock	(3,954		)	(3,916		)
Dividends paid	(7,876		)	(7,887		)
Net cash used in financing activities	(24,690		)	(11,548		)
Effect of exchange rate changes on cash and cash equivalents	(9,831		)	728
Net (decrease) increase in cash and cash equivalents	(5,897		)	50,871
Cash and cash equivalents at beginning of period	174,821			173,242
Cash and cash equivalents at end of period	$	168,924		$	224,113

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PERKINELMER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by PerkinElmer, Inc. (the “Company”), without audit, in accordance with accounting principles generally accepted in the United States of America (the “U.S.” or the "United States") and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information in the footnote disclosures of the financial statements has been condensed or omitted where it substantially duplicates information provided in the Company’s latest audited consolidated financial statements, in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 28, 2014 , filed with the SEC (the “ 2014 Form 10-K”). The balance sheet amounts at December 28, 2014 in this report were derived from the Company’s audited 2014 consolidated financial statements included in the 2014 Form 10-K. The condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods indicated. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for the three months ended March 29, 2015 and March 30, 2014 , respectively, are not necessarily indicative of the results for the entire fiscal year or any future period. The Company has evaluated subsequent events from March 29, 2015 through the date of the issuance of these condensed consolidated financial statements and has determined that no material subsequent events have occurred that would affect the information presented in these condensed consolidated financial statements or would require additional disclosure.

The Company’s fiscal year ends on the Sunday nearest December 31. The Company reports fiscal years under a 52/53 week format. Under this method, certain years will contain 53 weeks. The fiscal year ending January 3, 2016 will include 53 weeks and the extra week will be included in the third quarter. The fiscal year ended December 28, 2014 included 52 weeks.

Recently Adopted and Issued Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and are adopted by the Company as of the specified effective dates. Unless otherwise discussed, such pronouncements did not have or will not have a significant impact on the Company’s condensed consolidated financial position, results of operations and cash flows or do not apply to the Company’s operations.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers . Under this new guidance, an entity should use a five-step process to recognize revenue, which depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The initial provisions of this guidance are effective for interim and annual periods beginning after December 15, 2016. In April 2015, the Financial Accounting Standards Board tentatively decided to defer the effective date of the standard for one year to annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is evaluating the requirements of this guidance and has not yet determined the impact of its adoption on the Company’s consolidated financial position, results of operations and cash flows.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets . Under this new guidance, an entity with a fiscal year-end that does not coincide with a calendar month-end (for example an entity that has a 52/53 week fiscal year) has the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year end. An entity that uses this election must disclose it and consistently apply the practical expedient from year to year and to all of its defined benefit plans. The provisions of this guidance are effective for interim and annual periods beginning after December 15, 2015. Prospective application is required, and early adoption is permitted. The Company is evaluating the requirements of this guidance and expects to early adopt this guidance for its current fiscal year ending January 3, 2016 and for any interim period during the current fiscal year. The adoption is not expected to have a material impact on the Company's consolidated financial position, results of operations and cash flows.

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Note 2: Business Combinations

Acquisitions in fiscal year 2015

During the first three months of fiscal year 2015, the Company completed the acquisition of two businesses for total consideration of $4.7 million , in cash. The excess of the purchase prices over the fair values of each of the acquired businesses' net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and have been allocated to goodwill, of which $0.03 million is tax deductible. The Company reported the operations for these acquisitions within the results of the Company's Human Health and Environmental Health segments from the acquisition dates. As of March 29, 2015 , the purchase accounting allocations related to these acquisitions were preliminary. In addition, subsequent to March 29, 2015 , the Company completed the acquisition of a business for total consideration of $14.0 million , in cash, as of the closing date. The operations for this acquisition will be reported within the results of the Company's Environmental Health segment.

Acquisitions in fiscal year 2014

Acquisition of Perten Instruments Group AB. In December 2014, the Company acquired all of the outstanding stock of Perten Instruments Group AB ("Perten"). Perten is a provider of analytical instruments and services for quality control of food, grain, flour and feed. The Company expects this acquisition to enhance its industrial, environmental and safety business by expanding the Company's product offerings to the academic and industrial end markets. The Company paid the shareholders of Perten $269.9 million in cash for the stock of Perten. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. The Company has reported the operations for this acquisition within the results of the Company’s Environmental Health segment from the acquisition date. Identifiable definite-lived intangible assets, such as core technology, customer relationships and trade names, acquired as part of this acquisition had weighted average amortization periods of approximately 5 to 10 years .

Other acquisitions in fiscal year 2014. In addition to the Perten acquisition, the Company completed the acquisition of two businesses in fiscal year 2014 for total consideration of $18.0 million in cash and $4.3 million of assumed debt. The excess of the purchase price over the fair value of each of the acquired businesses' net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. The Company reported the operations for these acquisitions within the results of the Human Health and Environmental Health segments from the acquisition dates. As of March 29, 2015 , the purchase accounting allocations related to acquisitions completed during fiscal year 2014 were preliminary.

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The total purchase price for the acquisitions in fiscal year 2014 has been allocated to the estimated fair values of assets acquired and liabilities assumed as follows:



	Perten			2014 Other
	(Preliminary)
	(In thousands)
Fair value of business combination:
Cash payments	$	269,937		$	17,898
Working capital and other adjustments	—			151
Less: cash acquired	(16,732		)	(124		)
Total	$	253,205		$	17,925
Identifiable assets acquired and liabilities assumed:
Current assets	$	32,805		$	1,965
Property, plant and equipment	1,485			125
Other assets	—			364
Identifiable intangible assets:
Core technology	16,000			1,705
Trade names	7,000			—
Customer relationships	87,000			6,800
IPR&D	—			1,266
Goodwill	164,164			15,981
Deferred taxes	(31,454		)	(3,072		)
Deferred revenue	—			(589		)
Liabilities assumed	(16,195		)	(2,333		)
Debt assumed	(7,600		)	(4,287		)
Total	$	253,205		$	17,925

The preliminary allocations of the purchase prices for acquisitions completed in fiscal years 2015 and 2014 were based upon initial valuations. The Company's estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete its valuations within the measurement periods, which are up to one year from the respective acquisition dates. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, assets and liabilities related to income taxes and related valuation allowances, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition dates that, if known, would have resulted in the recognition of those assets and liabilities as of those dates. Adjustments to the preliminary allocation of the purchase prices during the measurement period require the revision of comparative prior period financial information when reissued in subsequent financial statements. The effect of adjustments to the allocation of the purchase prices made during the measurement periods would be as if the adjustments had been completed on the acquisition dates. The effects of any such adjustments, if material, may cause changes in depreciation, amortization, or other income or expense recognized in prior periods. All changes that do not qualify as adjustments made during the measurement periods are included in current period earnings.

Allocations of the purchase price for acquisitions are based on estimates of the fair value of the net assets acquired and are subject to adjustment upon finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair values for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Contingent consideration is measured at fair value at the acquisition date, based on the probability that revenue thresholds or product development milestones will be achieved during the earnout period, with changes in the fair value after the acquisition date affecting earnings to the extent it is to be settled in cash. Increases or decreases in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving revenue thresholds or product development milestones during the earnout period.

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The Company may have to pay contingent consideration, related to acquisitions with open contingency periods, of up to $31.4 million as of March 29, 2015 . As of March 29, 2015 , the Company has recorded contingent consideration obligations relating to the acquisition of Tetra Teknolojik Sistemler Limited Sirketi with an estimated fair value of $0.1 million . The earnout period for acquisitions with open contingency periods does not exceed three years from the respective acquisition date. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the condensed consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of definite-lived intangible assets or the recognition of additional consideration which would be expensed.

Total transaction costs related to acquisition activities for the three months ended March 29, 2015 and March 30, 2014 were $0.2 million and $0.1 million , respectively, which were expensed as incurred and recorded in selling, general and administrative expenses in the Company's condensed consolidated statements of operations.

Note 3: Discontinued Operations

As part of the Company’s continuing efforts to focus on higher growth opportunities, the Company has discontinued certain businesses. The Company has accounted for these businesses as discontinued operations and, accordingly, has presented the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of these businesses have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as of March 29, 2015 and December 28, 2014 .

In May 2014, the Company’s management approved the shutdown of its microarray-based diagnostic testing laboratory in the United States, which had been reported within the Human Health segment. The Company determined that, with the lack of adequate reimbursement from health care payers, the microarray-based diagnostic testing laboratory in the United States would need significant investment in its operations to reduce costs in order to effectively compete in the market. The shutdown of the microarray-based diagnostic testing laboratory in the United States resulted in a $0.1 million net pre-tax loss primarily related to the disposal of fixed assets, which was partially offset by the sale of a building in fiscal year 2014 .

During the first three months of each of fiscal years 2015 and 2014 , the Company settled various commitments related to the divestiture of other discontinued operations. The Company recognized net pre-tax losses of $0.01 million and $0.1 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. These losses were recognized as a loss on disposition of discontinued operations.

Summary pre-tax operating results of discontinued operations, which include the periods prior to disposition, were as follows:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Sales	$	20		$	1,294
Costs and expenses	57			2,324
Loss from discontinued operations before income taxes	$	(37	)	$	(1,030	)

The Company recorded tax benefit s of $0.1 million and $0.4 million on discontinued operations and dispositions for the three months ended March 29, 2015 and March 30, 2014 , respectively.

Note 4: Restructuring and Contract Termination Charges, Net

The Company's management has approved a series of restructuring actions related to the impact of acquisitions and divestitures, the alignment of the Company's operations with its growth strategy, the integration of its business units and productivity initiatives. The current portion of restructuring and contract termination charges is recorded in accrued restructuring and contract termination charges and the long-term portion of restructuring and contract termination charges is recorded in long-term liabilities. The activities associated with these plans have been reported as restructuring and contract termination charges, net, and are included as a component of operating expenses from continuing operations.

The Company implemented a restructuring plan in the third quarter of fiscal year 2014 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives (the "Q3 2014 Plan"). The Company implemented restructuring plans in the second and first quarters of fiscal year 2014 consisting of workforce reductions principally intended to focus resources on higher growth end markets (the "Q2 2014 Plan" and "Q1 2014 Plan", respectively). Details of the plans

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initiated in previous years (“Previous Plans”) are discussed more fully in Note 4 to the audited consolidated financial statements in the 2014 Form 10-K. The Company also has terminated various contractual commitments in connection with certain disposal activities and has recorded charges, to the extent applicable, for the costs of terminating these contracts before the end of their terms and the costs that will continue to be incurred for the remaining terms without economic benefit to the Company.

The following table summarizes the number of employees reduced, the initial restructuring or contract termination charges by operating segment, and the dates by which payments were substantially completed, or the expected dates by which payments will be substantially completed, for restructuring actions during fiscal year 2014 :



		Initial Restructuring or Contract Termination Charges				Total		Date or Expected Date Payments Substantially Completed by
	Headcount Reduction	Human Health		Environmental Health		Total		Date or Expected Date Payments Substantially Completed by
	(In thousands, except headcount data)
Q3 2014 Plan	152	$	7,126	$	5,925	$	13,051	Q3 FY2015
Q2 2014 Plan	22	545		190		735		Q2 FY2015
Q1 2014 Plan	17	370		197		567		Q4 FY2014
2014 Contract Termination Charges	—	—		1,545		1,545		Q4 FY2015

The Company expects to make payments under the Previous Plans for remaining residual lease obligations, with terms varying in length, through fiscal year 2022 .

At March 29, 2015 , the Company had $19.2 million recorded for accrued restructuring and contract termination charges, of which $13.3 million was recorded in short-term accrued restructuring and contract termination charges and $5.9 million was recorded in long-term liabilities. At December 28, 2014 , the Company had $23.8 million recorded for accrued restructuring and contract termination charges, of which $17.1 million was recorded in short-accrued restructuring and $6.7 million was recorded in long-term liabilities. The following table summarizes the Company's restructuring and contract termination accrual balances and related activity by restructuring plan, as well as contract termination, during the three months ended March 29, 2015 :



	Balance at December 28, 2014		2015 Amounts Paid			Balance at March 29, 2015
	(In thousands)
Q3 2014 Plan	$	10,059	$	(3,139	)	$	6,920
Q2 2014 Plan	251		(8		)	243
Q1 2014 Plan	92		—			92
Previous Plans	13,124		(1,427		)	11,697
Restructuring	23,526		(4,574		)	18,952
Contract Termination	304		(89		)	215
Total Restructuring and Contract Termination	$	23,830	$	(4,663	)	$	19,167

Note 5: Interest and Other Expense, Net

Interest and other expense, net, consisted of the following:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Interest income	$	(209	)	$	(94	)
Interest expense	9,388			9,219
Other expense, net	242			2,164
Total interest and other expense, net	$	9,421		$	11,289

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Note 6: Inventories

Inventories as of March 29, 2015 and December 28, 2014 consisted of the following:



	March 29, 2015		December 28, 2014
	(In thousands)
Raw materials	$	98,042	$	96,169
Work in progress	20,106		18,783
Finished goods	172,972		170,505
Total inventories	$	291,120	$	285,457

Note 7: Income Taxes

The Company regularly reviews its tax positions in each significant taxing jurisdiction in the process of evaluating its unrecognized tax benefits. The Company makes adjustments to its unrecognized tax benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority at a differing amount; and/or (iii) the statute of limitations expires regarding a tax position.

At March 29, 2015 , the Company had gross tax effected unrecognized tax benefits of $30.7 million , of which $26.9 million , if recognized, would affect the continuing operations effective tax rate. The remaining amount, if recognized, would affect discontinued operations.

The Company believes that it is reasonably possible that approximately $5.2 million of its uncertain tax positions at March 29, 2015 , including accrued interest and penalties, and net of tax benefits, may be resolved over the next twelve months as a result of lapses in applicable statutes of limitations and potential settlements. Various tax years after 2007 remain open to examination by certain jurisdictions in which the Company has significant business operations, such as China, Finland, Germany, Italy, Netherlands, Singapore, the United Kingdom and the United States. The tax years under examination vary by jurisdiction.

During the first three months of fiscal years 2015 and 2014 , the Company recorded net discrete income tax benefits of $1.8 million and $2.0 million , respectively, primarily for reversals of uncertain tax position reserves and resolution of other tax matters.

Note 8: Debt

Senior Unsecured Revolving Credit Facility. On January 8, 2014, the Company refinanced its debt held under a previous senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility. The Company's senior unsecured revolving credit facility provides for $700.0 million of revolving loans and has an initial maturity of January 8, 2019 . As of March 29, 2015 , undrawn letters of credit in the aggregate amount of $12.2 million were treated as issued and outstanding under the senior unsecured revolving credit facility. As of March 29, 2015 , the Company had $208.8 million available for additional borrowing under the facility. The Company uses the senior unsecured revolving credit facility for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases, acquisitions and strategic alliances. The interest rates under the senior unsecured revolving credit facility are based on the Eurocurrency rate or the base rate at the time of borrowing, plus a margin. The base rate is the higher of (i) the rate of interest in effect for such day as publicly announced from time to time by JP Morgan 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%. At March 29, 2015 , borrowings under the senior unsecured revolving credit facility were accruing interest primarily based on the Eurocurrency rate. The Eurocurrency margin as of March 29, 2015 was 108 basis points. The weighted average Eurocurrency interest rate as of March 29, 2015 was 0.18% , resulting in a weighted average effective Eurocurrency rate, including the margin, of 1.26% . At March 29, 2015 and December 28, 2014 , the Company had $479.0 million and $516.0 million , respectively, of borrowings in U.S. dollars outstanding under the senior unsecured revolving credit facility. The credit agreement for the facility contains affirmative, negative and financial covenants and events of default similar to those contained in the credit agreement for the Company's previous facility. The financial covenants in the Company's 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.

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 (the “2021 Notes”) in a registered public offering and received $496.9 million of

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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 both March 29, 2015 and December 28, 2014 , the 2021 Notes had an aggregate carrying value of $497.7 million , net of $2.3 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 semi-annually 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 fiscal year 2012, the Company entered into agreements with the lessors of certain 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, and as a result the Company was considered the owner of the buildings during the construction period. At the end of the construction period, the Company was not reimbursed by the lessors for all of the construction costs. The Company is therefore deemed to have continuing involvement and the leases 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 March 29, 2015 , the Company had $39.0 million recorded for these financing lease obligations, of which $1.1 million was recorded as short-term debt and $37.9 million was recorded as long-term debt. At December 28, 2014 , the Company had $39.3 million recorded for these financing lease obligations, of which $1.1 million was recorded as short-term debt and $38.2 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.

Note 9: Earnings Per Share

Basic earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding during the period less restricted unvested shares. Diluted earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding plus all potentially dilutive common stock equivalents, primarily shares issuable upon the exercise of stock options using the treasury stock method. The following table reconciles the number of shares utilized in the earnings per share calculations:



	Three Months Ended
	March 29, 2015	March 30, 2014
	(In thousands)
Number of common shares—basic	112,641	112,553
Effect of dilutive securities:
Stock options	677	1,052
Restricted stock awards	121	172
Number of common shares—diluted	113,439	113,777
Number of potentially dilutive securities excluded from calculation due to antidilutive impact	932	459

Antidilutive securities include outstanding stock options with exercise prices and average unrecognized compensation cost in excess of the average fair market value of common stock for the related period. Antidilutive options were excluded from the calculation of diluted net income per share and could become dilutive in the future.

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Note 10: Industry Segment Information

The Company discloses information about its operating segments based on the way that management organizes the segments within the Company for making operating decisions and assessing financial performance. The Company evaluates the performance of its operating segments based on revenue and operating income. Intersegment revenue and transfers are not significant. The Company’s management reviews the results of the Company’s operations by the Human Health and Environmental Health operating segments. The accounting policies of the operating segments are the same as those described in Note 1 to the audited consolidated financial statements in the 2014 Form 10-K.

The Company realigned its organization at the beginning of fiscal year 2015 to enable the Company to both deliver complete solutions targeted towards certain end markets and develop value-added applications and solutions to foster further expansion of those markets. OneSource, the multivendor service offering business that serves the life sciences end market, was moved from the Environmental Health segment into the Human Health segment. The results reported for the three months ended March 29, 2015 reflect this new alignment of the Company's operating segments. Financial information in this report relating to the three months ended March 30, 2014 and the fiscal year ended 2014 have been retrospectively adjusted to reflect the changes to the operating segments. The principal products and services of the Company's two operating segments are:


•	Human Health . Develops diagnostics, tools and applications to help detect diseases earlier and more accurately and to accelerate the discovery and development of critical new therapies. The Human Health segment serves both the diagnostics and research markets.


•	Environmental Health . Provides products, services and solutions to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets.

The Company has included the expenses for its corporate headquarters, such as legal, tax, audit, human resources, information technology, and other management and compliance costs, as well as the activity related to the mark-to-market adjustment on postretirement benefit plans, as “Corporate” below. The Company has a process to allocate and recharge expenses to the reportable segments when these costs are administered or paid by the corporate headquarters based on the extent to which the segment benefited from the expenses. These amounts have been calculated in a consistent manner and are included in the Company’s calculations of segment results to internally plan and assess the performance of each segment for all purposes, including determining the compensation of the business leaders for each of the Company’s operating segments.

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Revenue and operating income (loss) from continuing operations by operating segment are shown in the table below:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Human Health
Product revenue	$	231,147		$	239,030
Service revenue	94,906			91,003
Total revenue	326,053			330,033
Operating income from continuing operations	55,882			43,982
Environmental Health
Product revenue	128,166			126,455
Service revenue	72,682			74,122
Total revenue	200,848			200,577
Operating income from continuing operations	11,346			21,607
Corporate
Operating loss from continuing operations ⁽¹⁾	(9,847		)	(13,827		)
Continuing Operations
Product revenue	359,313			365,485
Service revenue	167,588			165,125
Total revenue	526,901			530,610
Operating income from continuing operations	57,381			51,762
Interest and other expense, net (see Note 5)	9,421			11,289
Income from continuing operations before income taxes	$	47,960		$	40,473

____________________________

⁽¹⁾

In 2002, Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (collectively, “Enzo”) filed a complaint that alleged that the Company separately and together with other defendants breached distributorship and settlement agreements with Enzo, infringed Enzo's patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo's patented products and technology. The Company entered into a settlement agreement with Enzo dated June 20, 2014 and during fiscal year 2014 paid $7.0 million into a designated escrow account to resolve this matter, of which $3.7 million had been accrued in previous years and $3.3 million was recorded in the second quarter of fiscal year 2014. In addition, $3.2 million of expenses were incurred and recorded in preparation for the trial during the three months ended March 30, 2014.

Note 11: Stockholders’ Equity

Comprehensive Income:

The components of accumulated other comprehensive income consisted of the following:



	March 29, 2015			December 28, 2014
	(In thousands)
Foreign currency translation adjustments	$	(365	)	$	23,332
Unrecognized prior service costs, net of income taxes	1,575			1,575
Unrealized net losses on securities, net of income taxes	(136		)	(107		)
Accumulated other comprehensive income	$	1,074		$	24,800

Stock Repurchase Program:

On October 23, 2014, the Board of Directors (the "Board") authorized the Company to repurchase up to 8.0 million shares of common stock under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on October 23, 2016 unless terminated earlier by the Board, and may be suspended or discontinued at any time. During the three months ended March 29, 2015 , the Company did no t repurchase shares of common stock in the open market, under the

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Repurchase Program. As of March 29, 2015 , 7.4 million shares of the Company’s common stock remained available for repurchase from the 8.0 million shares authorized by the Board under the Repurchase Program.

The Board has authorized the Company to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to the Company’s equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to the Company's equity incentive plans. During the three months ended March 29, 2015 , the Company repurchased 85,739 shares of common stock for this purpose at an aggregate cost of $4.0 million . The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.

Dividends:

The Board declared a regular quarterly cash dividend of $0.07 per share for the first quarter of fiscal year 2015 and in each quarter of fiscal year 2014 . At March 29, 2015 , the Company has accrued $7.9 million for dividends declared on January 23, 2015 for the first quarter of fiscal year 2015 , payable in May 2015 . On April 27, 2015 , the Company announced that the Board had declared a quarterly dividend of $0.07 per share for the second quarter of fiscal year 2015 that will be payable in August 2015 . In the future, the Board may determine to reduce or eliminate the Company’s common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

Note 12: Stock Plans

In addition to the Company's Employee Stock Purchase Plan, the Company utilizes one stock-based compensation plan, the 2009 Incentive Plan (the “2009 Plan”). Under the 2009 Plan, 10.0 million shares of the Company's common stock are authorized for stock option grants, restricted stock awards, performance units and stock grants as part of the Company’s compensation programs. In addition to shares of the Company’s common stock originally authorized for issuance under the 2009 Plan, the 2009 Plan includes shares of the Company’s common stock previously granted under the Amended and Restated 2001 Incentive Plan and the 2005 Incentive Plan that were canceled or forfeited without the shares being issued.

The following table summarizes total pre-tax compensation expense recognized related to the Company’s stock options, restricted stock, restricted stock units, performance units and stock grants, net of estimated forfeitures, included in the Company’s condensed consolidated statements of operations for the three months ended March 29, 2015 and March 30, 2014 :



	Three Months Ended
	March 29, 2015		March 30, 2014
	(In thousands)
Cost of product and service revenue	$	249	$	333
Research and development expenses	159		141
Selling, general and administrative expenses	3,579		4,042
Total stock-based compensation expense	$	3,987	$	4,516

The total income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation was $1.3 million and $1.6 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. Stock-based compensation costs capitalized as part of inventory were $0.4 million and $0.3 million as of March 29, 2015 and March 30, 2014 , respectively.

Stock Options : The fair value of each option grant is estimated using the Black-Scholes option pricing model. The Company’s weighted-average assumptions used in the Black-Scholes option pricing model were as follows:



	Three Months Ended
	March 29, 2015		March 30, 2014
Risk-free interest rate	1.3	%	1.5	%
Expected dividend yield	0.6	%	0.7	%
Expected lives	5 years		5 years
Expected stock volatility	26.5	%	30.9	%

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The following table summarizes stock option activity for the three months ended March 29, 2015 :



	Number of Shares		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Total Intrinsic Value
	(In thousands)				(In years)	(In millions)
Outstanding at December 28, 2014	2,828		$	26.11
Granted	484		46.22
Exercised	(573	)	15.43
Canceled	(3	)	22.00
Forfeited	(51	)	23.93
Outstanding at March 29, 2015	2,685		$	32.06	4.3	$	37.7
Exercisable at March 29, 2015	1,720		$	25.92	3.1	$	34.6
Vested and expected to vest in the future	2,611		$	31.80	4.2	$	37.3

The weighted-average per-share grant-date fair value of options granted during the three months ended March 29, 2015 and March 30, 2014 was $10.99 and $11.85 , respectively. The total intrinsic value of options exercised during the three months ended March 29, 2015 and March 30, 2014 was $17.7 million and $6.5 million , respectively. Cash received from option exercises for the three months ended March 29, 2015 and March 30, 2014 was $8.8 million and $7.2 million , respectively.

The total compensation expense recognized related to the Company’s outstanding options was $0.8 million and $1.5 million for the three months ended March 29, 2015 and March 30, 2014 , respectively.

There was $9.4 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock options granted as of March 29, 2015 . This cost is expected to be recognized over a weighted-average period of 2.3 years and will be adjusted for any future changes in estimated forfeitures.

Restricted Stock Awards : The following table summarizes restricted stock award activity for the three months ended March 29, 2015 :



	Number of Shares		Weighted- Average Grant- Date Fair Value
	(In thousands)
Nonvested at December 28, 2014	558		$	35.51
Granted	208		46.32
Vested	(221	)	29.99
Forfeited	(7	)	37.05
Nonvested at March 29, 2015	538		$	41.93

The weighted-average per-share grant-date fair value of restricted stock awards granted during the three months ended March 29, 2015 and March 30, 2014 was $46.32 and $42.55 , respectively. The fair value of restricted stock awards vested during the three months ended March 29, 2015 and March 30, 2014 was $6.6 million and $6.8 million , respectively. The total compensation expense recognized related to the Company’s outstanding restricted stock awards was $2.0 million for each of the three months ended March 29, 2015 and March 30, 2014 .

As of March 29, 2015 , there was $17.2 million of total unrecognized compensation cost, net of forfeitures, related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.9 years.

Performance Units : The Company granted 66,509 and 79,463 performance units during the three months ended March 29, 2015 and March 30, 2014 , respectively, as part of the Company’s executive incentive program. The weighted-average per-share grant-date fair value of performance units granted during the three months ended March 29, 2015 and March 30, 2014 was $46.83 and $42.84 , respectively. The total compensation expense recognized related to performance units was $1.1 million and $1.0 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. As of March 29, 2015 , there were 210,275 performance units outstanding and subject to forfeiture, with a corresponding liability of $3.3 million recorded in accrued expenses and other current liabilities.

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Stock Awards : The Company generally grants stock awards only to non-employee members of the Board. The Company granted 544 shares to a new non-employee member of the Board during the three months ended March 29, 2015 . The weighted-average per-share grant-date fair value of the stock award granted during the three months ended March 29, 2015 was $45.98 . The total compensation expense recognized related to this stock award was $0.03 million during the three months ended March 29, 2015 .

Employee Stock Purchase Plan : During the three months ended March 29, 2015 , the Company issued 29,565 shares of common stock under the Company's Employee Stock Purchase Plan at a weighted-average price of $41.54 per share. During the three months ended March 30, 2014 , the Company issued 31,854 shares of common stock under the Company's Employee Stock Purchase Plan at a weighted-average price of $39.17 per share. At March 29, 2015 , an aggregate of 1.0 million shares of the Company’s common stock remained available for sale to employees out of the 5.0 million shares authorized by shareholders for issuance under this plan.

Note 13: Goodwill and Intangible Assets, Net

The Company tests goodwill and non-amortizing intangible assets at least annually for possible impairment. Accordingly, the Company completes the annual testing of impairment for goodwill and non-amortizing intangible assets on the later of January 1 or the first day of each fiscal year. In addition to its annual test, the Company regularly evaluates whether events or circumstances have occurred that may indicate a potential impairment of goodwill or non-amortizing intangible assets.

The process of testing goodwill for impairment involves the determination of the fair value of the applicable reporting units. The test consists of a two-step process. The first step is the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value. The second step measures the amount of an impairment loss, and is only performed if the carrying value exceeds the fair value of the reporting unit. The Company performed its annual impairment testing for its reporting units as of January 1, 2015 , its annual impairment date for fiscal year 2015 . The Company concluded based on the first step of the process that there was no goodwill impairment, and the fair value exceeded the carrying value by more than 20.0% for each reporting unit. The long-term terminal growth rates for the Company’s reporting units ranged from 4.0% to 6.5% for the fiscal year 2015 impairment analysis. The range for the discount rates for the reporting units was 9.5% to 12.5% . Keeping all other variables constant, a 10.0% change in any one of the input assumptions for the various reporting units would still allow the Company to conclude, based on the first step of the process, that there was no impairment of goodwill.

Subsequent to the 2015 annual impairment test, the Company realigned its organization, as discussed in Note 10. While the realignment did not have a significant impact on the fair values of the reporting units as discussed above, the realignment did result in a change in the composition of the Company's reportable segments. OneSource, the multivendor service offering business that serves the life sciences end market, was moved from the Environmental Health segment into the Human Health segment. As a result of the new alignment, the Company will reallocate goodwill from the Environmental Health segment to the Human Health segment based on the relative fair value, determined using the income approach, of the business. The change resulted in a preliminary goodwill reallocation of $27.0 million from the Environmental Health segment into the Human Health segment as of March 29, 2015 .

The Company has consistently employed the income approach to estimate the current fair value when testing for impairment of goodwill. A number of significant assumptions and estimates are involved in the application of the income approach to forecast operating cash flows, including markets and market share, sales volumes and prices, costs to produce, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts are based on approved business unit operating plans for the early years’ cash flows and historical relationships in later years. The income approach is sensitive to changes in long-term terminal growth rates and the discount rates. The long-term terminal growth rates are consistent with the Company’s historical long-term terminal growth rates, as the current economic trends are not expected to affect the long-term terminal growth rates of the Company. The Company corroborates the income approach with a market approach.

The Company has consistently employed the relief from royalty model to estimate the current fair value when testing for impairment of non-amortizing intangible assets. The impairment test consists of a comparison of the fair value of the non-amortizing intangible asset with its carrying amount. If the carrying amount of a non-amortizing intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized . In addition, the Company evaluates the remaining useful lives of its non-amortizing intangible assets at least annually to determine whether events or circumstances continue to support an indefinite useful life. If events or circumstances indicate that the useful lives of non-amortizing intangible assets are no longer indefinite, the assets will be tested for impairment. These intangible assets will then be amortized prospectively over their estimated remaining useful lives and accounted for in the same manner as other intangible assets that are subject to amortization. The Company performed its annual impairment testing as of January 1, 2015 , and concluded that there was no impairment of non-amortizing intangible assets. An assessment of the recoverability of amortizing intangible assets takes place

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when events have occurred that may give rise to an impairment. No such events occurred during the first three months of fiscal year 2015 .

The changes in the carrying amount of goodwill for the period ended March 29, 2015 from December 28, 2014 were as follows:



	Human Health			Environmental Health			Consolidated
	(In thousands)
Balance at December 28, 2014	$	1,648,590		$	635,487		$	2,284,077
Foreign currency translation	(23,024		)	(9,407		)	(32,431		)
Acquisitions and other	33			1,529			1,562
Balance at March 29, 2015	$	1,625,599		$	627,609		$	2,253,208

Identifiable intangible asset balances at March 29, 2015 and December 28, 2014 by category were as follows:



	March 29, 2015			December 28, 2014
	(In thousands)
Patents	$	39,913		$	39,953
Less: Accumulated amortization	(27,816		)	(27,200		)
Net patents	12,097			12,753
Trade names and trademarks	39,957			40,069
Less: Accumulated amortization	(17,793		)	(16,936		)
Net trade names and trademarks	22,164			23,133
Licenses	59,183			59,631
Less: Accumulated amortization	(42,439		)	(41,792		)
Net licenses	16,744			17,839
Core technology	296,665			298,491
Less: Accumulated amortization	(190,519		)	(184,697		)
Net core technology	106,146			113,794
Customer relationships	400,510			402,185
Less: Accumulated amortization	(164,551		)	(156,994		)
Net customer relationships	235,959			245,191
IPR&D	9,583			10,103
Less: Accumulated amortization	(3,265		)	(3,132		)
Net IPR&D	6,318			6,971
Net amortizable intangible assets	399,428			419,681
Non-amortizing intangible assets:
Trade names and trademarks	70,584			70,584
Total	$	470,012		$	490,265

Total amortization expense related to definite-lived intangible assets was $19.8 million and $20.7 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. Estimated amortization expense related to definite-lived intangible assets for each of the next five years is $60.9 million for the remainder of fiscal year 2015 , $71.9 million for fiscal year 2016 , $62.3 million for fiscal year 2017 , $49.2 million for fiscal year 2018 , and $37.7 million for fiscal year 2019 .

Note 14: Warranty Reserves

The Company provides warranty protection for certain products usually for a period of one year beyond the date of sale. The majority of costs associated with warranty obligations include the replacement of parts and the time for service personnel to respond to repair and replacement requests. A warranty reserve is recorded based upon historical results, supplemented by management’s expectations of future costs. Warranty reserves are included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets.

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A summary of warranty reserve activity for the three months ended March 29, 2015 and March 30, 2014 is as follows:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Balance beginning of period	$	10,783		$	10,534
Provision charged to income	4,158			4,077
Payments	(3,762		)	(3,967		)
Adjustments to previously provided warranties, net	79			(297		)
Foreign currency translation and acquisitions	(387		)	10
Balance end of period	$	10,871		$	10,357

Note 15: Employee Postretirement Benefit Plans

The following table summarizes the components of net periodic (credit) benefit cost for the Company’s various defined benefit employee pension and postretirement plans for the three months ended March 29, 2015 and March 30, 2014 :



	Defined Benefit Pension Benefits						Postretirement Medical Benefits
	Three Months Ended
	March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
	(In thousands)
Service cost	$	1,106		$	1,030		$	27		$	24
Interest cost	5,250			5,916			36			39
Expected return on plan assets	(6,512		)	(6,263		)	(266		)	(241		)
Amortization of prior service costs	(64		)	(71		)	—			—
Net periodic (credit) benefit cost	$	(220	)	$	612		$	(203	)	$	(178	)

During the three months ended March 29, 2015 and March 30, 2014 , the Company contributed $4.9 million and $0.9 million , respectively, in the aggregate, to pension plans outside of the United States. During the three months ended March 29, 2015 , the Company contributed $20.0 million to its defined benefit pension plan in the United States.

In the third quarter of fiscal year 2014, the Company notified employees of its intention to terminate their employment as part of the Q3 2014 restructuring plan. The removal of these participants will decrease the expected future service lives in excess of the curtailment limit for one of the Company's pension plans, which will result in a curtailment gain. When the curtailment occurs, the curtailment will be measured and recorded when the notified employees are separated from the Company. As part of a curtailment, the Company is required to remeasure the assets and liabilities of the plan that has the curtailment based upon current discount rates and the fair value of the pension plan's assets as of the curtailment date, which may result in an additional gain or loss in addition to the curtailment gain. Employee separation is expected to be completed during the first half of fiscal year 2015.

The Company recognizes actuarial gains and losses, unless an interim remeasurement is required, in operating results in the fourth quarter of the year in which the gains and losses occur, in accordance with the Company's accounting method for defined benefit pension plans and other postretirement benefits as described in Note 1 of the Company's audited consolidated financial statements and notes included in its 2014 Form 10-K. Such adjustments for gains and losses are primarily driven by events and circumstances beyond the Company's control, including changes in interest rates, the performance of the financial markets and mortality assumptions.

Note 16: Derivatives and Hedging Activities

The Company uses derivative instruments as part of its risk management strategy only, and includes derivatives utilized as economic hedges that are not designated as hedging instruments. By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with major investment grade financial institutions and has policies to monitor the credit risk of those counterparties. The Company does not enter into derivative contracts for trading or other speculative purposes, nor does the Company use leveraged financial instruments. Approximately 60% of the Company’s business is conducted outside of the United States, generally in foreign currencies. The fluctuations in foreign currency can

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increase the costs of financing, investing and operating the business. The intent of these economic hedges is to offset gains and losses that occur on the underlying exposures from these currencies, with gains and losses resulting from the forward currency contracts that hedge these exposures.

In the ordinary course of business, the Company enters into foreign exchange contracts for periods consistent with its committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. Transactions covered by hedge contracts include intercompany and third-party receivables and payables. The contracts are primarily in European and Asian currencies, have maturities that do not exceed 12 months, have no cash requirements until maturity, and are recorded at fair value on the Company’s condensed consolidated balance sheets. The unrealized gains and losses on the Company’s foreign currency contracts are recognized immediately in earnings, included in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from operating activities within the Company’s condensed consolidated statement of cash flows.

Principal hedged currencies include the British Pound, Euro, Japanese Yen and Singapore Dollar. The Company held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling $108.2 million , $95.0 million and $95.0 million at March 29, 2015 , December 28, 2014 and March 30, 2014 , respectively, and the fair value of these foreign currency derivative contracts was insignificant. The gains and losses realized on these foreign currency derivative contracts are not material. The duration of these contracts was generally 30 days or less during each of the three months ended March 29, 2015 and March 30, 2014 .

In addition, in connection with certain intercompany loan agreements the Company enters into forward foreign exchange contracts intended to hedge movements in foreign exchange rates prior to settlement of such intercompany loans denominated in foreign currencies. The Company records these hedges at fair value on the Company’s condensed consolidated balance sheets. The unrealized gains and losses on these hedges, as well as the gains and losses associated with the remeasurement of the intercompany loans, are recognized immediately in earnings, included in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from financing activities within the Company’s condensed consolidated statement of cash flows.

The combined Euro denominated notional amounts of these hedges was €273.7 million and €238.2 million as of March 29, 2015 and December 28, 2014 , respectively. During the three months ended March 29, 2015 , the Company settled one of these forward exchange contracts and entered into two more contracts that will also settle in fiscal year 2015. The net gains and losses on these derivatives, combined with the gains and losses on the remeasurement of the hedged intercompany loans were not material for the three months ending March 29, 2015 . The Company received $15.6 million as a result of the settlement of these hedges in the three months ended March 29, 2015 .

The Company does no t expect any material net pre-tax gains or losses to be reclassified from accumulated other comprehensive income into interest and other expense, net within the next twelve months.

Note 17: Fair Value Measurements

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, derivatives, marketable securities and accounts receivable. The Company believes it had no significant concentrations of credit risk as of March 29, 2015 .

The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during the three months ended March 29, 2015 . The Company’s financial assets and liabilities carried at fair value are primarily comprised of marketable securities, derivative contracts used to hedge the Company’s currency risk, and acquisition-related contingent consideration. The Company has not elected to measure any additional financial instruments or other items at fair value.

Valuation Hierarchy: The following summarizes the three levels of inputs required to measure fair value. For Level 1 inputs, the Company utilizes quoted market prices as these instruments have active markets. For Level 2 inputs, the Company utilizes quoted market prices in markets that are not active, broker or dealer quotations, or utilizes alternative pricing sources with reasonable levels of price transparency. For Level 3 inputs, the Company utilizes unobservable inputs based on the best information available, including estimates by management primarily based on information provided by third-party fund managers, independent brokerage firms and insurance companies. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

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The following tables show the assets and liabilities carried at fair value measured on a recurring basis as of March 29, 2015 and December 28, 2014 classified in one of the three classifications described above:



				Fair Value Measurements at March 29, 2015 Using:
	Total Carrying Value at March 29, 2015			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
Marketable securities	$	1,598		$	1,598	$	—		$	—
Foreign exchange derivative assets	6,629			—		6,629			—
Foreign exchange derivative liabilities	(575		)	—		(575		)	—
Contingent consideration	(81		)	—		—			(81		)



				Fair Value Measurements at December 28, 2014 Using:
	Total Carrying Value at December 28, 2014			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
Marketable securities	$	1,568		$	1,568	$	—		$	—
Foreign exchange derivative assets	3,205			—		3,205			—
Foreign exchange derivative liabilities	(302		)	—		(302		)	—
Contingent consideration	(91		)	—		—			(91		)

Level 1 and Level 2 Valuation Techniques: The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity and fixed-income securities as well as derivative contracts. For financial assets and liabilities that utilize Level 1 and Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including common stock price quotes, foreign exchange forward prices and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities.

Marketable securities: Include equity and fixed-income securities measured at fair value using the quoted market prices in active markets at the reporting date.

Foreign exchange derivative assets and liabilities: Include foreign exchange derivative contracts that are valued using quoted forward foreign exchange prices at the reporting date. The Company’s foreign exchange derivative contracts are subject to master netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's consolidated balance sheet on a net basis and are recorded in other assets. As of both March 29, 2015 and December 28, 2014 , none of the master netting arrangements involved collateral.

Level 3 Valuation Techniques: The Company’s Level 3 liabilities are comprised of contingent consideration related to acquisitions. For liabilities that utilize Level 3 inputs, the Company uses significant unobservable inputs. Below is a summary of valuation techniques for Level 3 liabilities.

Contingent consideration: The Company has classified its net liabilities for contingent consideration relating to its acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included probability weighted cash flows. A description of the significant acquisitions is included within Note 2 to the Company's audited consolidated financial statements filed with the 2014 Form 10-K. Contingent consideration is measured at fair value at the acquisition date, based on the probability that revenue thresholds or product development milestones will be achieved during the earnout period. Increases or decreases in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving revenue thresholds or product development milestones during the earnout period. The Company may have to pay contingent consideration, related to acquisitions with open contingency periods, of up to $31.4 million as of March 29, 2015 . As of March 29, 2015 , the Company has recorded contingent consideration obligations relating to the acquisition of Tetra Teknolojik Sistemler Limited Sirketi with an estimated fair value of $0.1 million . The earnout period for acquisitions with open contingency periods does not exceed three years from the respective acquisition date, and the remaining weighted average earnout period at March 29, 2015 was six months .

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A reconciliation of the beginning and ending Level 3 net liabilities for contingent consideration is as follows:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Balance beginning of period	$	(91	)	$	(4,926	)
Amounts paid and foreign currency translation	10			—
Change in fair value (included within selling, general and administrative expenses)	—			(55		)
Balance end of period	$	(81	)	$	(4,981	)

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturities of these assets and liabilities. If measured at fair value, cash and cash equivalents would be classified as Level 1.

The Company’s senior unsecured revolving credit facility, which provides for $700.0 million of revolving loans, had amounts outstanding, excluding letters of credit, of $479.0 million and $516.0 million as of March 29, 2015 and December 28, 2014 , respectively. The interest rate on the Company’s senior unsecured revolving credit facility is reset at least monthly to correspond to variable rates that reflect currently available terms and conditions for similar debt. The Company had no change in credit standing during the first three months of fiscal year 2015 . Consequently, the carrying value of the current year and prior year credit facilities approximate fair value and would be classified as Level 2.

The Company's 2021 Notes, with a face value of $500.0 million , had an aggregate carrying value of $497.7 million , net of $2.3 million of unamortized original issue discount, and a fair value of $548.1 million as of March 29, 2015 . The 2021 Notes had an aggregate carrying value of $497.7 million , net of $2.3 million of unamortized original issue discount, and a fair value of $542.7 million as of December 28, 2014 . The fair value of the 2021 Notes is estimated using market quotes from brokers and is based on current rates offered for similar debt. The Company's financing lease obligations had an aggregate carrying value of $39.0 million and $39.3 million as of March 29, 2015 and December 28, 2014 , respectively. The carrying values of the Company's financing lease obligations approximated their fair value as there has been minimal change in the Company's incremental borrowing rate. As of March 29, 2015 , the 2021 Notes and financing lease obligations were classified as Level 2.

As of March 29, 2015 , there has not been any significant impact to the fair value of the Company’s derivative liabilities due to credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on the evaluation of its counterparties’ credit risks.

Note 18: Contingencies

The Company is conducting a number of environmental investigations and remedial actions at current and former locations of the Company and, along with other companies, has been named a potentially responsible party (“PRP”) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period that the Company’s responsibility is established and when the cost can be reasonably estimated. The Company has accrued $12.0 million and $12.3 million as of March 29, 2015 and December 28, 2014 , respectively, which represents its management’s estimate of the cost of the remediation of known environmental matters, and does not include any potential liability for related personal injury or property damage claims. The Company's environmental accrual is not discounted and does not reflect the recovery of any material amounts through insurance or indemnification arrangements. The cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the time period over which remediation may occur, and the possible effects of changing laws and regulations. For sites where the Company has been named a PRP, management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. The Company expects that the majority of such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had, or are expected to have, a material adverse effect on the Company’s condensed consolidated financial statements. While it is possible that a loss exceeding the amounts recorded in the condensed consolidated financial statements may be incurred, the potential exposure is not expected to be materially different from those amounts recorded.

The Company is subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of its business activities. Although the Company has established accruals for potential losses that it believes are probable and reasonably estimable, in the opinion of the Company’s management, based on its review of the information available at this time, the total cost of resolving these contingencies at March 29, 2015 should not have a material

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adverse effect on the Company’s condensed consolidated financial statements. However, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the condensed consolidated financial statements and notes to the condensed consolidated financial statements that we have included elsewhere in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “plans,” “anticipates,” “intends,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from the plans, intentions or expectations we disclose in the forward-looking statements we make. We have included important factors below under the heading “Risk Factors” in Part II, Item 1A. that we believe could cause actual results to differ materially from the forward-looking statements we make. We are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of products, services and solutions to the diagnostics, research, environmental, industrial and laboratory services markets. Through our advanced technologies, solutions, and services, we address critical issues that help to improve the health and safety of people and their environment.

We realigned our organization at the beginning of fiscal year 2015 to enable us to both deliver complete solutions targeted towards certain end markets and develop value-added applications and solutions to foster further expansion of those markets. OneSource, the multivendor service offering business that serves our life sciences end market, was moved from our Environmental Health segment into our Human Health segment. The results reported for the three months ended March 29, 2015 reflect this new alignment of our operating segments. Financial information in this report relating to the three months ended March 30, 2014 and the fiscal year ended 2014 have been retrospectively adjusted to reflect the changes to the operating segments. The principal products and services of our two operating segments are:


•	Human Health . Concentrates on developing diagnostics, tools and applications to help detect diseases earlier and more accurately and to accelerate the discovery and development of critical new therapies. Our Human Health segment serves both the diagnostics and research markets.


•	Environmental Health . Provides products, services and solutions to facilitate the creation of safer food and consumer products, more secure surroundings and efficient energy resources. Our Environmental Health segment serves the environmental, industrial and laboratory services markets.

As a result of the realignment, we reallocated goodwill from our Environmental Health segment to our Human Health segment based on the relative fair value, determined using the income approach, of the business within the historical Environmental Health segment. The change resulted in $27.0 million of goodwill being allocated from our Environmental Health segment to our Human Health segment as of December 28, 2014 .

Overview of the First Quarter of Fiscal Year 2015

Our fiscal year ends on the Sunday nearest December 31. We report fiscal years under a 52/53 week format, and as a result certain fiscal years will contain 53 weeks. The fiscal year ending January 3, 2016 will include 53 weeks. The extra week in fiscal year 2015 will be included in the third quarter. The fiscal year ended December 28, 2014 included 52 weeks.

Our overall revenue in the first quarter of fiscal year 2015 was $526.9 million and decrease d $3.7 million , or 1% , as compared to the first quarter of fiscal year 2014 , reflecting a decrease of $4.0 million , or 1% , in our Human Health segment revenue, which was partially offset by an increase of $0.3 million , or 0.1% , in our Environmental Health segment revenue. During the first quarter of fiscal year 2015 , our Human Health segment experienced growth, driven primarily by our newborn screening business within our diagnostics market and growth generated across various existing and new products within our research market. However, this growth was more than offset by unfavorable impacts from foreign currency as the U.S. dollar strengthened, particularly versus the Euro. The increase in our Environmental Health segment revenue during the first quarter of fiscal year 2015 was primarily due to growth in our materials characterization product family within our environmental and industrial markets and revenue from the acquisition of Perten Instruments Group AB ("Perten"), which was partially offset by unfavorable impacts from foreign currency.

In our Human Health segment, we experienced growth during the first quarter of fiscal year 2015 in several of our products within our end markets, as compared to the first quarter of fiscal year 2014 . In our diagnostics market we experienced growth from continued expansion of our prenatal, newborn and infectious disease screening solutions in key regions outside the United States, particularly in emerging markets such as China, which was more than offset by the impact of unfavorable foreign currency. Birth rates in the United States continue to stabilize and demand for greater access to newborn screening in rural areas outside the United States is also increasing, as evidenced by prenatal trends we saw during the first quarter of fiscal year

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2015 . In our research market we experienced growth due to new product introductions, such as the Opera Phenix, as well as improved demand for our innovative automation systems, radio-chemicals and our OneSource and informatics offerings. Our OneSource business offers services designed to enable our customers to increase efficiencies and production time, while reducing maintenance costs, all of which continue to be critical for our customers. Our medical imaging business experienced growth during the first quarter of fiscal year 2015 due to demand for our wireless cassette detector used in diagnostic imaging and veterinary applications. The growth in our Human Health segment was more than offset by unfavorable impacts from foreign currency as the U.S. dollar strengthened, particularly versus the Euro. As the rising cost of healthcare continues to be one of the critical issues facing our customers, we anticipate that the benefits of providing earlier detection of disease, which can result in savings of long-term health care costs as well as create better outcomes for patients, are increasingly valued and we expect to see continued growth in these markets.

In our Environmental Health segment, we had an increase in revenue for the first quarter of fiscal year 2015 as compared to the first quarter of fiscal year 2014 , despite a decrease in revenue due to strengthening of the U.S. dollar. The increase in revenue was primarily due to growth in our materials characterization product family within our environmental and industrial markets, in addition to revenue from the acquisition of Perten. We anticipate that the continued development of contaminant regulations and corresponding testing protocols will result in increased demand for efficient, analytically sensitive and information rich testing solutions.

Our consolidated gross margins increase d 25 basis points in the first quarter of fiscal year 2015 , as compared to the first quarter of fiscal year 2014 , due to favorable changes in product mix, with an increase in sales of higher gross margin product offerings and early benefits from our initiatives to improve our supply chain. Our consolidated operating margins increase d 114 basis points in the first quarter of fiscal year 2015 , as compared to the first quarter of fiscal year 2014 , primarily due to higher gross margins and cost containment and productivity initiatives, which were partially offset by increased costs related to investments in new product development and unfavorable impacts from foreign currency.

We believe we are well positioned to continue to take advantage of the spending trends in our end markets and to promote our efficiencies in markets where current conditions may increase demand for certain services. Overall, we believe that our strategic focus on Human Health and Environmental Health coupled with our breadth of end markets, deep portfolio of technologies and applications, leading market positions, global scale and financial strength will provide us with a foundation for growth.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, warranty costs, bad debts, inventories, accounting for business combinations and dispositions, long-lived assets, income taxes, restructuring, pensions and other postretirement benefits, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. We believe our critical accounting policies include our policies regarding revenue recognition, warranty costs, allowances for doubtful accounts, inventory valuation, business combinations, value of long-lived assets, including goodwill and other intangibles, employee compensation and benefits, restructuring activities, gains or losses on dispositions and income taxes.

For a more detailed discussion of our critical accounting policies and estimates, please refer to the Notes to our Audited Consolidated Financial Statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014 (our “ 2014 Form 10-K”), as filed with the Securities and Exchange Commission (the "SEC"). There have been no significant changes in our critical accounting policies and estimates during the three months ended March 29, 2015 .

Consolidated Results of Continuing Operations

Revenue

Revenue for the three months ended March 29, 2015 was $526.9 million , as compared to $530.6 million for the three months ended March 30, 2014 , a decrease of $3.7 million , or 1% , which includes an approximate 6% decrease in revenue attributable to unfavorable changes in foreign exchange rates and an approximate 3% increase from acquisitions. The analysis in the remainder of this paragraph compares segment revenue for the three months ended March 29, 2015 as compared to the

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three months ended March 30, 2014 and includes the effect of foreign exchange rate fluctuations and acquisitions. Our Human Health segment revenue decrease d $4.0 million , or 1% , due to a decrease in research market revenue of $2.9 million and a decrease in diagnostics market revenue of $1.1 million . Our Environmental Health segment revenue increase d $0.3 million , or 0.1% , due to an increase in our environmental and industrial markets revenue of $3.8 million , which was partially offset by a decrease in laboratory services market revenue of $3.5 million . As a result of adjustments to deferred revenue related to certain acquisitions required by business combination rules, we did not recognize $0.3 million of revenue for the three months ended March 29, 2015 and $1.5 million for the three months ended March 30, 2014 that otherwise would have been recorded by the acquired businesses during each of the respective periods.

Cost of Revenue

Cost of revenue for the three months ended March 29, 2015 was $291.5 million , as compared to $294.9 million for the three months ended March 30, 2014 , a decrease of $3.4 million , or 1% . As a percentage of revenue, cost of revenue decrease d to 55.3% for the three months ended March 29, 2015 , from 55.6% for the three months ended March 30, 2014 , resulting in an increase in gross margin of 25 basis points to 44.7% for the three months ended March 29, 2015 , from 44.4% for the three months ended March 30, 2014 . Amortization of intangible assets decrease d and was $10.7 million for the three months ended March 29, 2015 , as compared to $12.7 million for the three months ended March 30, 2014 . Stock-based compensation expense was $0.2 million for the three months ended March 29, 2015 , as compared to $0.3 million for the three months ended March 30, 2014 . The mark-to-market adjustment for postretirement benefit plans was a loss of $0.2 million for the three months ended March 29, 2015 , as compared to a gain of $0.1 million for the three months ended March 30, 2014 . The amortization of purchase accounting adjustments to record the inventory from certain acquisitions was $4.9 million for the three months ended March 29, 2015 . Acquisition related costs added an incremental expense of $0.02 million for each of the three months ended March 29, 2015 and March 30, 2014 . In addition to the above items, the overall increase in gross margin was primarily the result of favorable changes in product mix, with an increase in sales of higher gross margin product offerings and early benefits from our initiatives to improve our supply chain.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 29, 2015 were $145.9 million , as compared to $152.4 million for the three months ended March 30, 2014 , a decrease of $6.6 million , or 4% . As a percentage of revenue, selling, general and administrative expenses decrease d and were 27.7% for the three months ended March 29, 2015 , as compared to 28.7% for the three months ended March 30, 2014 . Amortization of intangible assets increase d and was $9.0 million for the three months ended March 29, 2015 , as compared to $7.8 million for the three months ended March 30, 2014 . Stock-based compensation expense decrease d and was $3.6 million for the three months ended March 29, 2015 , as compared to $4.0 million for the three months ended March 30, 2014 . Significant legal expenses related to preparation for the trial of a particular case were $3.2 million for the three months ended March 30, 2014 . Acquisition related costs for contingent consideration and other acquisition costs added an incremental expense of $0.2 million for each of the three months ended March 29, 2015 and March 30, 2014 . In addition to the above items, the decrease in selling, general and administrative expenses was primarily the result of cost containment and productivity initiatives, which was partially offset by unfavorable impacts from foreign currency.

Research and Development Expenses

Research and development expenses for the three months ended March 29, 2015 were $32.1 million , as compared to $29.4 million for the three months ended March 30, 2014 , an increase of $2.7 million , or 9% . As a percentage of revenue, research and development expenses increase d and were 6.1% for the three months ended March 29, 2015 , as compared to 5.5% for the three months ended March 30, 2014 . Amortization of intangible assets decrease d and was $0.1 million for the three months ended March 29, 2015 , as compared to $0.2 million for the three months ended March 30, 2014 . Stock-based compensation expense was $0.2 million and $0.1 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. In addition to the above items, the increase in research and development expenses was primarily the result of new product releases and investments in new product development. During the first three months of each of fiscal years 2015 and 2014 , we directed research and development efforts towards the diagnostics and research markets within our Human Health segment, and the environmental, industrial and laboratory service markets within our Environmental Health segment, in order to help accelerate our growth initiatives.

Restructuring and Contract Termination Charges, Net

Our management has approved a series of restructuring actions related to the impact of acquisitions and divestitures, the alignment of our operations with our growth strategy, the integration of our business units and productivity initiatives. The current portion of restructuring and contract termination charges is recorded in accrued restructuring and contract termination

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charges and the long-term portion of restructuring and contract termination charges is recorded in long-term liabilities. The activities associated with these plans have been reported as restructuring and contract termination charges, net, and are included as a component of operating expenses from continuing operations.

We implemented a restructuring plan in the third quarter of fiscal year 2014 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives (the "Q3 2014 Plan"). We implemented restructuring plans in the second and first quarters of fiscal year 2014 consisting of workforce reductions principally intended to focus resources on higher growth end markets (the "Q2 2014 Plan" and "Q1 2014 Plan", respectively). Details of the plans initiated in previous years (“Previous Plans”) are discussed more fully in Note 4 to the audited consolidated financial statements in the 2014 Form 10-K. We have also terminated various contractual commitments in connection with certain disposal activities and have recorded charges, to the extent applicable, for the costs of terminating these contracts before the end of their terms and the costs that will continue to be incurred for the remaining terms without economic benefit to us.



		Initial Restructuring or Contract Termination Charges				Total		Date or Expected Date Payments Substantially Completed by
	Headcount Reduction	Human Health		Environmental Health		Total		Date or Expected Date Payments Substantially Completed by
	(In thousands, except headcount data)
Q3 2014 Plan	152	$	7,126	$	5,925	$	13,051	Q3 FY2015
Q2 2014 Plan	22	545		190		735		Q2 FY2015
Q1 2014 Plan	17	370		197		567		Q4 FY2014
2014 Contract Termination Charges	—	—		1,545		1,545		Q4 FY2015

We expect to make payments under the Previous Plans for remaining residual lease obligations, with terms varying in length, through fiscal year 2022 .

At March 29, 2015 , we had $19.2 million recorded for accrued restructuring and contract termination charges, of which $13.3 million was recorded in short-term accrued restructuring and contract termination charges and $5.9 million was recorded in long-term liabilities. At December 28, 2014 , we had $23.8 million recorded for accrued restructuring and contract termination charges, of which $17.1 million was recorded in short-accrued restructuring and $6.7 million was recorded in long-term liabilities. The following table summarizes our restructuring and contract termination accrual balances and related activity by restructuring plan, as well as contract termination, during the three months ended March 29, 2015 :



	Balance at December 28, 2014		2015 Amounts Paid			Balance at March 29, 2015
	(In thousands)
Q3 2014 Plan	$	10,059	$	(3,139	)	$	6,920
Q2 2014 Plan	251		(8		)	243
Q1 2014 Plan	92		—			92
Previous Plans	13,124		(1,427		)	11,697
Restructuring	23,526		(4,574		)	18,952
Contract Termination	304		(89		)	215
Total Restructuring and Contract Termination	$	23,830	$	(4,663	)	$	19,167

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Interest and Other Expense, Net

Interest and other expense, net, consisted of the following:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Interest income	$	(209	)	$	(94	)
Interest expense	9,388			9,219
Other expense, net	242			2,164
Total interest and other expense, net	$	9,421		$	11,289

Interest and other expense, net, for the three months ended March 29, 2015 was an expense of $9.4 million , as compared to an expense of $11.3 million for the three months ended March 30, 2014 , a decrease of $1.9 million . The decrease in interest and other expense, net, for the three months ended March 29, 2015 , as compared to the three months ended March 30, 2014 , was primarily due to a decrease in other expense, net and consisted primarily of expenses related to foreign currency transactions and the translation of non-functional currency assets and liabilities.

Provision for Income Taxes

For the three months ended March 29, 2015 and March 30, 2014 , the provision for income taxes from continuing operations was $7.6 million and $5.5 million , respectively.

The effective tax rate from continuing operations was 16.0% and 13.6% for the three months ended March 29, 2015 and March 30, 2014 , respectively. The higher effective tax rate during the first three months of fiscal year 2015 as compared to the first three months of fiscal year 2014 was primarily due to increased projected income in certain higher tax rate jurisdictions in fiscal year 2015, which increased the annual effective tax rate.

Discontinued Operations

As part of our continuing efforts to focus on higher growth opportunities, we have discontinued certain businesses. We have accounted for these businesses as discontinued operations and, accordingly, have presented the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of these businesses have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as of March 29, 2015 and December 28, 2014 .

In May 2014, our management approved the shutdown of our microarray-based diagnostic testing laboratory in the United States, which had been reported within our Human Health segment. We determined that, with the lack of adequate reimbursement from health care payers, our microarray-based diagnostic testing laboratory in the United States would need significant investment in its operations to reduce costs in order to effectively compete in the market. The shutdown of the microarray-based diagnostic testing laboratory in the United States resulted in a $0.1 million net pre-tax loss primarily related to the disposal of fixed assets, which was partially offset by the sale of a building in fiscal year 2014 .

During the first three months of each of fiscal years 2015 and 2014 , we settled various commitments related to the divestiture of other discontinued operations. We recognized net pre-tax losses of $0.01 million and $0.1 million for the three months ended March 29, 2015 and March 30, 2014 , respectively. These losses were recognized as a loss on disposition of discontinued operations.

Summary pre-tax operating results of discontinued operations, which include the periods prior to disposition, were as follows:



	Three Months Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Sales	$	20		$	1,294
Costs and expenses	57			2,324
Loss from discontinued operations before income taxes	$	(37	)	$	(1,030	)

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We recorded tax benefit s of $0.1 million and $0.4 million on discontinued operations and dispositions for the three months ended March 29, 2015 and March 30, 2014 , respectively.

Contingencies, Including Tax Matters

We are conducting a number of environmental investigations and remedial actions at our current and former locations and, along with other companies, have been named a potentially responsible party (“PRP”) for certain waste disposal sites. We accrue for environmental issues in the accounting period that our responsibility is established and when the cost can be reasonably estimated. We have accrued $12.0 million and $12.3 million as of March 29, 2015 and December 28, 2014 , respectively, which represents our management’s estimate of the cost of the remediation of known environmental matters, and does not include any potential liability for related personal injury or property damage claims. Our environmental accrual is not discounted and does not reflect the recovery of any material amounts through insurance or indemnification arrangements. The cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the time period over which remediation may occur, and the possible effects of changing laws and regulations. For sites where we have been named a PRP, our management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. We expect that the majority of such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had, or are expected to have, a material adverse effect on our condensed consolidated financial statements. While it is possible that a loss exceeding the amounts recorded in the condensed consolidated financial statements may be incurred, the potential exposure is not expected to be materially different from those amounts recorded.

Various tax years after 2007 remain open to examination by certain jurisdictions in which we have significant business operations, such as China, Finland, Germany, Italy, Netherlands, Singapore, the United Kingdom and the United States. The tax years under examination vary by jurisdiction. We regularly review our tax positions in each significant taxing jurisdiction in the process of evaluating our unrecognized tax benefits. We make adjustments to our unrecognized tax benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority; and/or (iii) the statute of limitations expires regarding a tax position.

We are subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Although we have established accruals for potential losses that we believe are probable and reasonably estimable, in our opinion, based on our review of the information available at this time, the total cost of resolving these contingencies at March 29, 2015 should not have a material adverse effect on our condensed consolidated financial statements. However, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to us.

Reporting Segment Results of Continuing Operations

Human Health

Revenue for the three months ended March 29, 2015 was $326.1 million , as compared to $330.0 million for the three months ended March 30, 2014 , a decrease of $4.0 million , or 1% , which includes an approximate 5% decrease in revenue attributable to unfavorable changes in foreign exchange rates and a 1% increase in revenue attributable to acquisitions. The analysis in the remainder of this paragraph compares selected revenue by market and product type for the three months ended March 29, 2015 , as compared to the three months ended March 30, 2014 , and includes the effect of foreign exchange fluctuations and acquisitions. The decrease in revenue in our Human Health segment reflects a decrease in research market revenue of $2.9 million and a decrease in diagnostics market revenue of $1.1 million . As a result of adjustments to deferred revenue related to certain acquisitions required by business combination rules, we did not recognize $0.3 million of revenue in our Human Health segment for the three months ended March 29, 2015 and $1.5 million for the three months ended March 30, 2014 that otherwise would have been recorded by the acquired businesses during each of the respective periods. In our Human Health segment, we experienced growth during the first quarter of fiscal year 2015 in several of our products within our end markets, as compared to the first quarter of fiscal year 2014 . In our diagnostics market we experienced growth from continued expansion of our prenatal, newborn and infectious disease screening solutions in key regions outside the United States, particularly in emerging markets such as China, which was more than offset by the impact of unfavorable foreign currency. Birth rates in the United States continue to stabilize and demand for greater access to newborn screening in rural areas outside the United States is also increasing, as evidenced by prenatal trends we saw during the first quarter of fiscal year 2015 . In our research market we experienced growth due to new product introductions, such as the Opera Phenix, as well as improved demand for our innovative automation systems, radio-chemicals and our OneSource and informatics offerings. Our OneSource business offers services designed to enable our customers to increase efficiencies and production time, while reducing maintenance costs, all of which continue to be critical for our customers. Our medical imaging business experienced growth

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during the first quarter of fiscal year 2015 due to demand for our wireless cassette detector used in diagnostic imaging and veterinary applications. The growth in our Human Health segment was more than offset by unfavorable impacts from foreign currency as the U.S. dollar strengthened, particularly versus the Euro.

Operating income from continuing operations for the three months ended March 29, 2015 was $55.9 million , as compared to $44.0 million for the three months ended March 30, 2014 , an increase of $11.9 million , or 27% . Amortization of intangible assets decrease d and was $15.5 million for the three months ended March 29, 2015 , as compared to $18.0 million for the three months ended March 30, 2014 . Restructuring and contract termination charges, net, were $0.5 million for the three months ended March 30, 2014 . Acquisition related costs for contingent consideration and other acquisition costs added an incremental expense of $0.1 million for each of the three months ended March 29, 2015 and March 30, 2014 . In addition to the above items, increase d operating income for the three months ended March 29, 2015 , as compared to the three months ended March 30, 2014 , was primarily the result of favorable changes in product mix, with an increase in sales of higher gross margin product offerings, and lower costs related to cost containment and productivity initiatives, which was partially offset by unfavorable impacts from foreign currency.

Environmental Health

Revenue for the three months ended March 29, 2015 was $200.8 million , as compared to $200.6 million for the three months ended March 30, 2014 , an increase of $0.3 million , or 0.1% , which includes an approximate 8% decrease in revenue attributable to unfavorable changes in foreign exchange rates and an approximate 6% increase in revenue attributable to acquisitions. The analysis in the remainder of this paragraph compares selected revenue by market and product type for the three months ended March 29, 2015 , as compared to the three months ended March 30, 2014 , and includes the effect of foreign exchange fluctuations and acquisitions. The increase in revenue in our Environmental Health segment reflects an increase in our environmental and industrial revenue of $3.8 million , which was partially offset by a decrease in laboratory services market revenue of $3.5 million . The increase in our Environmental Health segment revenue during the three months ended March 29, 2015 as compared to the three months ended March 30, 2014 was primarily due to growth in our materials characterization product family within our environmental and industrial markets and revenue from the acquisition of Perten, which was partially offset by a decrease in revenue from our laboratory services business and unfavorable impacts from foreign currency.

Operating income from continuing operations for the three months ended March 29, 2015 was $11.3 million , as compared to $21.6 million for the three months ended March 30, 2014 , a decrease of $10.3 million , or 47% . Amortization of intangible assets increase d and was $4.4 million for the three months ended March 29, 2015 , as compared to $2.7 million for the three months ended March 30, 2014 . Restructuring and contract termination charges, net were $1.6 million for the three months ended March 30, 2014 . The amortization of purchase accounting adjustments to record the inventory from certain acquisitions was $4.9 million for the three months ended March 29, 2015 . Acquisition related costs for the reversal of contingent consideration and other acquisition costs added an incremental expense of $0.1 million for each of the three months ended March 29, 2015 and March 30, 2014 . In addition to the above items, operating income decrease d for the three months ended March 29, 2015 , as compared to the three months ended March 30, 2014 , due to increased costs related to investments in new product development and unfavorable impacts from foreign currency, which was partially offset by favorable changes in product mix, with an increase in sales of higher gross margin product offerings, early benefits from our initiatives to improve our supply chain, and lower costs related to cost containment initiatives.

Liquidity and Capital Resources

We require cash to pay our operating expenses, make capital expenditures, make strategic acquisitions, service our debt and other long-term liabilities, repurchase shares of our common stock and pay dividends on our common stock. Our principal sources of funds are from our operations and the capital markets, particularly the debt markets. We anticipate that our internal operations will generate sufficient cash to fund our operating expenses, capital expenditures, smaller acquisitions, interest payments on our debt and dividends on our common stock. However, we expect to use external sources to satisfy the balance of our debt when due, any larger acquisitions and other long-term liabilities, such as contributions to our postretirement benefit plans.

Principal factors that could affect the availability of our internally generated funds include:


•	changes in sales due to weakness in markets in which we sell our products and services, and


•	changes in our working capital requirements.

Principal factors that could affect our ability to obtain cash from external sources include:


•	financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,

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•	increases in interest rates applicable to our outstanding variable rate debt,


•	a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,


•	increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,


•	a decrease in the market price for our common stock, and


•	volatility in the public debt and equity markets.

At March 29, 2015 , we had cash and cash equivalents of $168.9 million , of which $161.8 million was held by our non-U.S. subsidiaries, and we had $208.8 million of additional borrowing capacity available under a senior unsecured revolving credit facility. We had no other liquid investments at March 29, 2015 .

We utilize a variety of tax planning and financing strategies to ensure that our worldwide cash is available in the locations in which it is needed. Of the $161.8 million of cash and cash equivalents held by our non-U.S. subsidiaries at March 29, 2015 , we would incur U.S. taxes on approximately $8.5 million if transferred to the U.S. without proper planning. We expect the accumulated non-U.S. cash balances, which may not be transferred to the U.S. without incurring U.S. taxes, will remain outside of the U.S. and that we will meet U.S. liquidity needs through future cash flows, use of U.S. cash balances, external borrowings, or some combination of these sources.

On October 23, 2014, our Board of Directors (our "Board") authorized us to repurchase up to 8.0 million shares of common stock under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on October 23, 2016 unless terminated earlier by our Board, and may be suspended or discontinued at any time. During the three months ended March 29, 2015 , we did no t repurchase any shares of common stock in the open market under the Repurchase Program. As of March 29, 2015 , 7.4 million shares of our common stock remained available for repurchase from the 8.0 million shares authorized by our Board under the Repurchase Program.

Our Board has authorized us to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to our equity incentive plans. During the three months ended March 29, 2015 , we repurchased 85,739 shares of common stock for this purpose at an aggregate cost of $4.0 million .

The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value. Any repurchased shares will be available for use in connection with corporate programs. If we continue to repurchase shares, the Repurchase Program will be funded using our existing financial resources, including cash and cash equivalents, and our existing senior unsecured revolving credit facility.

Distressed global financial markets could adversely impact general economic conditions by reducing liquidity and credit availability, creating increased volatility in security prices, widening credit spreads and decreasing valuations of certain investments. The widening of credit spreads may create a less favorable environment for certain of our businesses and may affect the fair value of financial instruments that we issue or hold. Increases in credit spreads, as well as limitations on the availability of credit at rates we consider to be reasonable, could affect our ability to borrow under future potential facilities on a secured or unsecured basis, which may adversely affect our liquidity and results of operations. In difficult global financial markets, we may be forced to fund our operations at a higher cost, or we may be unable to raise as much funding as we need to support our business activities.

During the first three months of fiscal year 2015 , we contributed $20.0 million , in the aggregate, to our defined benefit pension plan in the United States. During the first three months of fiscal year 2015 , we contributed $4.9 million , in the aggregate, to our defined benefit pension plans outside of the United States, and expect to contribute an additional $2.6 million by the end of fiscal year 2015 . We could potentially have to make additional funding payments in future periods for all pension plans. We expect to use existing cash and external sources to satisfy future contributions to our pension plans. In the third quarter of fiscal year 2014, we notified employees of our intention to terminate their employment as part of the Q3 2014 restructuring plan. The removal of these participants will decrease the expected future service lives in excess of the curtailment limit for one of our pension plans, which will result in a curtailment gain. When the curtailment occurs, the curtailment will be measured and recorded when the notified employees are separated from us. As part of a curtailment, we are required to remeasure the assets and liabilities of the plan that has the curtailment based upon current discount rates and the fair value of the pension plan's assets as of the curtailment date, which may result in an additional gain or loss in addition to the curtailment gain. Employee separation is expected to be completed during the first half of fiscal year 2015.

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Our pension plans have not experienced a material impact on liquidity or counterparty exposure due to the volatility and uncertainty in the credit markets. We recognize actuarial gains and losses in operating results in the fourth quarter of the year in which the gains and losses occur, unless there is an interim remeasurement required for one of our plans. It is difficult to reliably predict the magnitude of such adjustments for gains and losses in fiscal year 2015 . These adjustments are primarily driven by events and circumstances beyond our control, including changes in interest rates, the performance of the financial markets and mortality assumptions. To the extent the discount rates decrease or the value of our pension and postretirement investments decrease, a loss to operations will be recorded in fiscal year 2015 . Conversely, to the extent the discount rates increase or the value of our pension and postretirement investments increase more than expected, a gain will be recorded in fiscal year 2015 .

Cash Flows

Operating Activities. Net cash provided by continuing operations was $37.6 million for the three months ended March 29, 2015 , as compared to net cash provided by continuing operations of $68.1 million for the three months ended March 30, 2014 , a decrease in cash provided of $30.5 million . The cash provided by operating activities for the three months ended March 29, 2015 was principally a result of income from continuing operations of $40.3 million , depreciation and amortization of $28.3 million , stock-based compensation expense of $4.0 million and an increase in working capital of $2.7 million . Contributing to the net cash increase of working capital for the three months ended March 29, 2015 , excluding the effect of foreign exchange rate fluctuations, was a decrease in accounts receivable of $37.6 million , which was partially offset by an increase in inventory of $22.5 million and a decrease in accounts payable of $12.3 million . The decrease in accounts receivable was a result of strong performance in accounts receivable collections during the first three months of fiscal year 2015 . The increase in inventory overall was primarily a result of expanding the amount of inventory held at sales locations within our Environmental Health and Human Health segments to improve responsiveness to customer requirements and for the introduction of new products. The decrease in accounts payable was primarily a result of the timing of disbursements during the first three months of fiscal year 2015 . Changes in accrued expenses, other assets and liabilities and other items, net, decrease d cash provided by operating activities by $37.7 million for the three months ended March 29, 2015 , as compared to $12.8 million for the three months ended March 30, 2014 . These changes primarily related to the timing of payments for taxes, restructuring, and salary and benefits. During the three months ended March 29, 2015 , we made contributions of $4.9 million , in the aggregate, to pension plans outside of the United States and $20.0 million to our defined benefit pension plan in the United States, which was included in accrued expenses.

Investing Activities. Net cash used in the investing activities of our continuing operations was $9.0 million for the three months ended March 29, 2015 as compared to $6.0 million for the three months ended March 30, 2014 , an increase of $3.0 million . For the three months ended March 29, 2015 , the net cash used in investing activities of our continuing operations was principally a result of $4.6 million of cash used for acquisitions and investments, and capital expenditures of $4.5 million . Net cash used for capital expenditures was $6.0 million for the three months ended March 30, 2014 . The capital expenditures in each period were primarily for manufacturing and other capital equipment purchases.

Financing Activities. Net cash used in financing activities was $24.7 million for the three months ended March 29, 2015 , as compared to $11.5 million for the three months ended March 30, 2014 , an increase of $13.1 million . For the three months ended March 29, 2015 , we repurchased 85,739 shares of our common stock pursuant to our equity incentive plans, for a total cost of $4.0 million , including commissions. This compares to repurchases of 90,230 shares of our common stock pursuant to our equity incentive plans for the three months ended March 30, 2014 , for a total cost of $3.9 million , including commissions. Proceeds from the issuance of common stock under stock plans was $8.8 million for the three months ended March 29, 2015 as compared to proceeds from the issuance of common stock under stock plans of $7.2 million for the three months ended March 30, 2014 . During the three months ended March 29, 2015 , debt payments on our senior unsecured revolving credit facility totaled $98.0 million , which were partially offset by debt borrowings of $61.0 million . During the three months ended March 30, 2014 , debt payments on our senior unsecured revolving credit facility totaled $95.0 million , which were partially offset by debt borrowings of $90.0 million . We paid $7.9 million in dividends during each of the three months ended March 29, 2015 and March 30, 2014 . For each of the three months ended March 29, 2015 and March 30, 2014 , we made net payments on other credit facilities of $0.3 million . During the three months ended March 29, 2015 , we received $15.6 million for settlement of forward foreign exchange contracts. During the three months ended March 30, 2014 , we paid $1.7 million of debt financing costs for the refinancing of our debt held under the previous senior unsecured revolving credit facility.

Borrowing Arrangements

Senior Unsecured Revolving Credit Facility. On January 8, 2014, we refinanced our debt held under a previous senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility. The senior unsecured revolving credit facility provides for $700.0 million of revolving loans and has an initial maturity of January 8, 2019 . As of March 29, 2015 , undrawn letters of credit in the aggregate amount of $12.2 million were treated as issued and outstanding

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under the senior unsecured revolving credit facility. As of March 29, 2015 , we had $208.8 million available for additional borrowing under the facility. We use the senior unsecured revolving credit facility for general corporate purposes, which may include working capital, refinancing existing indebtedness, capital expenditures, share repurchases, acquisitions and strategic alliances. The interest rates under the senior unsecured revolving credit facility are based on the Eurocurrency rate or the base rate at the time of borrowing, plus a margin. The base rate is the higher of (i) the rate of interest in effect for such day as publicly announced from time to time by JP Morgan 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%. At March 29, 2015 , borrowings under the senior unsecured revolving credit facility were accruing interest primarily based on the Eurocurrency rate. The Eurocurrency margin as of March 29, 2015 was 108 basis points. The weighted average Eurocurrency interest rate as of March 29, 2015 was 0.18% , resulting in a weighted average effective Eurocurrency rate, including the margin, of 1.26% . At March 29, 2015 and December 28, 2014 , we had $479.0 million and $516.0 million , respectively, of borrowings in U.S. dollars outstanding under the senior unsecured revolving credit facility. The credit agreement for the facility contains affirmative, negative and financial covenants and events of default similar to those contained in the credit agreement for our previous facility. The financial covenants in our 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 our credit rating is downgraded below investment grade. We were in compliance with all applicable covenants as of March 29, 2015 .

5% Senior Unsecured Notes due in 2021. On October 25, 2011, we issued $500.0 million aggregate principal amount of senior unsecured notes due in 2021 (the "2021 Notes") 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 both March 29, 2015 and December 28, 2014 , the 2021 Notes had an aggregate carrying value of $497.7 million , net of $2.3 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 semi-annually on May 15th and November 15th each year. Prior to August 15, 2021 (three months prior to their maturity date), we may redeem the 2021 Notes in whole or in part, at our 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), we may redeem the 2021 Notes, at our 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 us to repurchase such holder's 2021 Notes for 101% of their principal amount, plus accrued and unpaid interest. We were in compliance with all applicable covenants as of March 29, 2015 .

Financing Lease Obligations. In fiscal year 2012, we entered into agreements with the lessors of certain buildings that we are currently occupying and leasing to expand those buildings. We provided a portion of the funds needed for the construction of the additions to the buildings, and as a result we were considered the owner of the buildings during the construction period. At the end of the construction period, we were not reimbursed by the lessors for all of the construction costs. We are therefore deemed to have continuing involvement and the leases qualify as financing leases under sale-leaseback accounting guidance, representing debt obligations for us and non-cash investing and financing activities. As a result, we capitalized $29.3 million in property and equipment, net, representing the fair value of the buildings with a corresponding increase to debt. We have 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 March 29, 2015 , we had $39.0 million recorded for these financing lease obligations, of which $1.1 million was recorded as short-term debt and $37.9 million was recorded as long-term debt. At December 28, 2014 , we had $39.3 million recorded for these financing lease obligations, of which $1.1 million was recorded as short-term debt and $38.2 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.

Dividends

Our Board declared a regular quarterly cash dividend of $0.07 per share for the first quarter of fiscal year 2015 and for each quarter of fiscal year 2014 . At March 29, 2015 , we had accrued $7.9 million for dividends declared on January 23, 2015 for the first quarter of fiscal year 2015 , payable in May 2015 . On April 27, 2015 , we announced that our Board had declared a quarterly dividend of $0.07 per share for the second quarter of fiscal year 2015 that will be payable in August 2015 . In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

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Effects of Recently Adopted and Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and are adopted by us as of the specified effective dates. Unless otherwise discussed, such pronouncements did not have or will not have a significant impact on our condensed consolidated financial position, results of operations and cash flows or do not apply to our operations.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers . Under this new guidance, an entity should use a five-step process to recognize revenue, which depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The initial provisions of this guidance are effective for interim and annual periods beginning after December 15, 2016. In April 2015, the Financial Accounting Standards Board tentatively decided to defer the effective date of the standard for one year to annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. We are evaluating the requirements of this guidance and have not yet determined the impact of its adoption on our consolidated financial position, results of operations and cash flows.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets . Under this new guidance, an entity with a fiscal year-end that does not coincide with a calendar month-end (for example an entity that has a 52/53 week fiscal year) has the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year end. An entity that uses this election must disclose it and consistently apply the practical expedient from year to year and to all of its defined benefit plans. The provisions of this guidance are effective for interim and annual periods beginning after December 15, 2015. Prospective application is required, and early adoption is permitted. We are evaluating the requirements of this guidance and expect to early adopt this guidance for our current fiscal year ending January 3, 2016 and for any interim period during the current fiscal year. The adoption is not expected to have a material impact on our consolidated financial position, results of operations and cash flows.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Market Risk. We are exposed to market risk, including changes in interest rates and currency exchange rates. To manage the volatility relating to these exposures, we enter into various derivative transactions pursuant to our policies to hedge against known or forecasted market exposures. We briefly describe several of the market risks we face below. The following disclosure is not materially different from the disclosure provided under the heading, Item 7A. “Quantitative and Qualitative Disclosure About Market Risk,” in our 2014 Form 10-K.

Foreign Currency Exchange Risk. The potential change in foreign currency exchange rates offers a substantial risk to us, as approximately 60% of our business is conducted outside of the United States, generally in foreign currencies. Our risk management strategy currently uses forward contracts to mitigate certain balance sheet foreign currency transaction exposures. The intent of these economic hedges is to offset gains and losses that occur on the underlying exposures, with gains and losses resulting from the forward contracts that hedge these exposures. Moreover, we are able to partially mitigate the impact that fluctuations in currencies have on our net income as a result of our manufacturing facilities located in countries outside the United States, material sourcing and other spending which occur in countries outside the United States, resulting in natural hedges.

We do not enter into derivative contracts for trading or other speculative purposes, nor do we use leveraged financial instruments. Although we attempt to manage our foreign currency exchange risk through the above activities, when the U.S. dollar weakens against other currencies in which we transact business, sales and net income generally will be positively but not proportionately impacted. Conversely, when the U.S. dollar strengthens against other currencies in which we transact business, sales and net income will generally be negatively but not proportionately impacted.

In the ordinary course of business, we enter into foreign exchange contracts for periods consistent with our committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. Transactions covered by hedge contracts include intercompany and third-party receivables and payables. The contracts are primarily in European and Asian currencies, have maturities that do not exceed 12 months, have no cash requirements until maturity, and are recorded at fair value on our condensed consolidated balance sheets. The unrealized gains and losses on our foreign currency contracts are recognized immediately in earnings, included in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from operating activities within our condensed consolidated statement of cash flows.

Principal hedged currencies include the British Pound, Euro, Japanese Yen and Singapore Dollar. We held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling $108.2 million , $95.0 million and $95.0 million at March 29, 2015 , December 28, 2014 and March 30, 2014 , respectively, and the fair value of these foreign currency derivative contracts was insignificant. The gains and losses realized on these foreign currency derivative contracts are not material. The duration of these contracts was generally 30 days or less during each of the three months ended March 29, 2015 and March 30, 2014 .

In addition, in connection with certain intercompany loan agreements we enter into forward foreign exchange contracts intended to hedge movements in foreign exchange rates prior to settlement of such intercompany loans denominated in foreign currencies. We record these hedges at fair value on our condensed consolidated balance sheets. The unrealized gains and losses on these hedges, as well as the gains and losses associated with the remeasurement of the intercompany loans, are recognized immediately in earnings, included in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from financing activities within our condensed consolidated statement of cash flows.

The combined Euro denominated notional amounts of these hedges was €273.7 million and €238.2 million as of March 29, 2015 and December 28, 2014 , respectively. During the three months ended March 29, 2015 , we settled one of these forward exchange contracts and entered into two more contracts to also settle in fiscal year 2015. The net gains and losses on these derivatives, combined with the gains and losses on the remeasurement of the hedged intercompany loans were not material for the three months ending March 29, 2015 . We received $15.6 million as a result of the settlement of these hedges in the three months ended March 29, 2015 .

Foreign Currency Exchange Risk—Value-at-Risk Disclosure . We continue to measure foreign currency risk using the Value-at-Risk model described in Item 7A. “Quantitative and Qualitative Disclosure About Market Risk,” in our 2014 Form 10-K. The measures for our Value-at-Risk analysis have not changed materially.

Interest Rate Risk. As described above, our debt portfolio includes variable rate instruments. Fluctuations in interest rates can therefore have a direct impact on both our short-term cash flows, as they relate to interest, and our earnings. To manage the volatility relating to these exposures, we periodically enter into various derivative transactions pursuant to our policies to hedge against known or forecasted interest rate exposures.

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Interest Rate Risk—Sensitivity . Our 2014 Form 10-K presents sensitivity measures for our interest rate risk. The measures for our sensitivity analysis have not changed materially. More information is available in Item 7A. “Quantitative and Qualitative Disclosure About Market Risk,” in our 2014 Form 10-K for our sensitivity disclosure.


Item 4.	Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter ended March 29, 2015 . The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of our fiscal quarter ended March 29, 2015 , our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 29, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

We are subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of our business activities. Although we have established accruals for potential losses that we believe are probable and reasonably estimable, in the opinion of our management, based on its review of the information available at this time, the total cost of resolving these contingencies at March 29, 2015 should not have a material adverse effect on our condensed consolidated financial statements. However, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to us.


Item 1A.	Risk Factors

The following important factors affect our business and operations generally or affect multiple segments of our business and operations:

If the markets into which we sell our products decline or do not grow as anticipated due to a decline in general economic conditions, or there are uncertainties surrounding the approval of government or industrial funding proposals, or there are unfavorable changes in government regulations, we may see an adverse effect on the results of our business operations.

Our customers include pharmaceutical and biotechnology companies, laboratories, academic and research institutions, public health authorities, private healthcare organizations, doctors and government agencies. Our quarterly revenue and results of operations are highly dependent on the volume and timing of orders received during the quarter. In addition, our revenues and earnings forecasts for future quarters are often based on the expected trends in our markets. However, the markets we serve do not always experience the trends that we may expect. Negative fluctuations in our customers’ markets, the inability of our customers to secure credit or funding, restrictions in capital expenditures, general economic conditions, cuts in government funding or unfavorable changes in government regulations would likely result in a reduction in demand for our products and services. In addition, government funding is subject to economic conditions and the political process, which is inherently fluid and unpredictable. Our revenues may be adversely affected if our customers delay or reduce purchases as a result of uncertainties surrounding the approval of government or industrial funding proposals. Such declines could harm our consolidated financial position, results of operations, cash flows and trading price of our common stock, and could limit our ability to sustain profitability.

Our growth is subject to global economic and political conditions, and operational disruptions at our facilities.

Our business is affected by global economic conditions and the state of the financial markets, particularly as the United States and other countries balance concerns around debt, inflation, growth and budget allocations in their policy initiatives. There can be no assurance that global economic conditions and financial markets will not worsen and that we will not experience any adverse effects that may be material to our consolidated cash flows, results of operations, financial position or our ability to access capital, such as the adverse effects resulting from a prolonged shutdown in government operations both in the United States and internationally. Our business is also affected by local economic environments, including inflation, recession, financial liquidity and currency volatility or devaluation. Political changes, some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.

While we take precautions to prevent production or service interruptions at our global facilities, a major earthquake, fire, flood, power loss or other catastrophic event that results in the destruction or delay of any of our critical business operations could result in our incurring significant liability to customers or other third parties, cause significant reputational damage or have a material adverse effect on our business, operating results or financial condition.

Certain of these risks can be hedged to a limited degree using financial instruments, or other measures, and some of these risks are insurable, but any such mitigation efforts are costly and may not always be fully successful. Our ability to engage in such mitigation efforts has decreased or become even more costly as a result of recent market developments.

If we do not introduce new products in a timely manner, we may lose market share and be unable to achieve revenue growth targets.

We sell many of our products in industries characterized by rapid technological change, frequent new product and service introductions, and evolving customer needs and industry standards. Many of the businesses competing with us in these industries have significant financial and other resources to invest in new technologies, substantial intellectual property portfolios, substantial experience in new product development, regulatory expertise, manufacturing capabilities, and established distribution channels to deliver products to customers. Our products could become technologically obsolete over time, or we may invest in technology that does not lead to revenue growth or continue to sell products for which the demand from our

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customers is declining, in which case we may lose market share or not achieve our revenue growth targets. The success of our new product offerings will depend upon several factors, including our ability to:


•	accurately anticipate customer needs,


•	innovate and develop new reliable technologies and applications,


•	successfully commercialize new technologies in a timely manner,


•	price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and


•	differentiate our offerings from our competitors’ offerings.

Many of our products are used by our customers to develop, test and manufacture their products. We must anticipate industry trends and consistently develop new products to meet our customers’ expectations. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant revenue. We may also suffer a loss in market share and potential revenue if we are unable to commercialize our technology in a timely and efficient manner.

In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications.

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing businesses, make acquired businesses or licensed technologies profitable, or successfully divest businesses.

We have in the past supplemented, and may in the future supplement, our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as our acquisition of Perten Instruments Group AB in the fourth quarter of fiscal year 2014. However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, such as:


•	competition among buyers and licensees,


•	the high valuations of businesses and technologies,


•	the need for regulatory and other approval, and


•	our inability to raise capital to fund these acquisitions.

Some of the businesses we acquire may be unprofitable or marginally profitable, or may increase the variability of our revenue recognition. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we would have to improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations, such as incompatible management, information or other systems, cultural differences, loss of key personnel, unforeseen regulatory requirements, previously undisclosed liabilities or difficulties in predicting financial results. Additionally, if we are not successful in selling businesses we seek to divest, the activity of such businesses may dilute our earnings and we may not be able to achieve the expected benefits of such divestitures. As a result, our financial results may differ from our forecasts or the expectations of the investment community in a given quarter or over the long term.

To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us. We may also incur expenses related to completing acquisitions or licensing technologies, or in evaluating potential acquisitions or technologies, which may adversely impact our profitability.

We may not be successful in adequately protecting our intellectual property.

Patent and trade secret protection is important to us because developing new products, processes and technologies gives us a competitive advantage, although it is time-consuming and expensive. We own many United States and foreign patents and intend to apply for additional patents. Patent applications we file, however, may not result in issued patents or, if they do, the claims allowed in the patents may be narrower than what is needed to protect fully our products, processes and technologies. The expiration of our previously issued patents may cause us to lose a competitive advantage in certain of the products and services we provide. Similarly, applications to register our trademarks may not be granted in all countries in which they are filed. For our intellectual property that is protected by keeping it secret, such as trade secrets and know-how, we may not use adequate measures to protect this intellectual property.

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Third parties may also challenge the validity of our issued patents, may circumvent or “design around” our patents and patent applications, or may claim that our products, processes or technologies infringe their patents. In addition, third parties may assert that our product names infringe their trademarks. We may incur significant expense in legal proceedings to protect our intellectual property against infringement by third parties or to defend against claims of infringement by third parties. Claims by third parties in pending or future lawsuits could result in awards of substantial damages against us or court orders that could effectively prevent us from manufacturing, using, importing or selling our products in the United States or other countries.

If we are unable to renew our licenses or otherwise lose our licensed rights, we may have to stop selling products or we may lose competitive advantage.

We may not be able to renew our existing licenses, or licenses we may obtain in the future, on terms acceptable to us, or at all. If we lose the rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share.

Our licenses typically subject us to various economic and commercialization obligations. If we fail to comply with these obligations, we could lose important rights under a license, such as the right to exclusivity in a market. In some cases, we could lose all rights under the license. In addition, rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a third-party could obtain a patent that curtails our freedom to operate under one or more licenses.

If we do not compete effectively, our business will be harmed.

We encounter aggressive competition from numerous competitors in many areas of our business. We may not be able to compete effectively with all of these competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to adjust the prices of many of our products to stay competitive. In addition, new competitors, technologies or market trends may emerge to threaten or reduce the value of entire product lines.

Our quarterly operating results could be subject to significant fluctuation, and we may not be able to adjust our operations to effectively address changes we do not anticipate, which could increase the volatility of our stock price and potentially cause losses to our shareholders.

Given the nature of the markets in which we participate, we cannot reliably predict future revenue and profitability. Changes in competitive, market and economic conditions may require us to adjust our operations, and we may not be able to make those adjustments or make them quickly enough to adapt to changing conditions. A high proportion of our costs are fixed, due in part to our research and development and manufacturing costs. As a result, small declines in sales could disproportionately affect our operating results in a quarter. Factors that may affect our quarterly operating results include:


•	demand for and market acceptance of our products,


•	competitive pressures resulting in lower selling prices,


•	changes in the level of economic activity in regions in which we do business,


•	changes in general economic conditions or government funding,


•	settlements of income tax audits,


•	expenses incurred in connection with claims related to environmental conditions at locations where we conduct or formerly conducted operations,


•	differing tax laws and changes in those laws, or changes in the countries in which we are subject to taxation,


•	changes in our effective tax rate,


•	changes in industries, such as pharmaceutical and biomedical,


•	changes in the portions of our revenue represented by our various products and customers,


•	our ability to introduce new products,


•	our competitors’ announcement or introduction of new products, services or technological innovations,


•	costs of raw materials, energy or supplies,

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•	changes in healthcare or other reimbursement rates paid by government agencies and other third parties for certain of our products and services,


•	our ability to realize the benefit of ongoing productivity initiatives,


•	changes in the volume or timing of product orders,


•	fluctuation in the expense related to the mark-to-market adjustment on postretirement benefit plans,


•	changes in our assumptions underlying future funding of pension obligations, and


•	changes in assumptions used to determine contingent consideration in acquisitions.

A significant disruption in third-party package delivery and import/export services, or significant increases in prices for those services, could interfere with our ability to ship products, increase our costs and lower our profitability.

We ship a significant portion of our products to our customers through independent package delivery and import/export companies, including UPS and Federal Express in the United States; TNT, UPS and DHL in Europe; and UPS in Asia. We also ship our products through other carriers, including national trucking firms, overnight carrier services and the United States Postal Service. If one or more of the package delivery or import/export providers experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers and the delivery of our products could be prevented or delayed. Such events could cause us to incur increased shipping costs that could not be passed on to our customers, negatively impacting our profitability and our relationships with certain of our customers.

Disruptions in the supply of raw materials, certain key components and other goods from our limited or single source suppliers could have an adverse effect on the results of our business operations, and could damage our relationships with customers.

The production of our products requires a wide variety of raw materials, key components and other goods that are generally available from alternate sources of supply. However, certain critical raw materials, key components and other goods required for the production and sale of some of our principal products are available from limited or single sources of supply. We generally have multi-year contracts with no minimum purchase requirements with these suppliers, but those contracts may not fully protect us from a failure by certain suppliers to supply critical materials or from the delays inherent in being required to change suppliers and, in some cases, validate new raw materials. Such raw materials, key components and other goods can usually be obtained from alternative sources with the potential for an increase in price, decline in quality or delay in delivery. A prolonged inability to obtain certain raw materials, key components or other goods is possible and could have an adverse effect on our business operations, and could damage our relationships with customers.

We are subject to the rules of the Securities and Exchange Commission requiring disclosure as to whether certain materials known as conflict minerals (tantalum, tin, gold, tungsten and their derivatives), which may be contained in our products are mined from the Democratic Republic of the Congo and adjoining countries. As a result of these rules, we may incur additional costs in complying with the disclosure requirements and in satisfying those customers who require that the components used in our products be certified as conflict-free, and the potential lack of availability of these materials at competitive prices could increase our production costs.

The manufacture and sale of products and services may expose us to product liability claims for which we could have substantial liability.

We face an inherent business risk of exposure to product liability claims if our products, services or product candidates are alleged or found to have caused injury, damage or loss. We may in the future be unable to obtain insurance with adequate levels of coverage for potential liability on acceptable terms or claims of this nature may be excluded from coverage under the terms of any insurance policy that we can obtain. If we are unable to obtain such insurance or the amounts of any claims successfully brought against us substantially exceed our coverage, then our business could be adversely impacted.

If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies in the United States and abroad, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil, criminal or monetary penalties.

Our operations are subject to regulation by different state and federal government agencies in the United States and other countries, as well as to the standards established by international standards bodies. If we fail to comply with those regulations or standards, we could be subject to fines, penalties, criminal prosecution or other sanctions. Some of the products produced by our Human Health segment are subject to regulation by the United States Food and Drug Administration and similar foreign and domestic agencies. These regulations govern a wide variety of product activities, from design and development to labeling,

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manufacturing, promotion, sales and distribution. If we fail to comply with those regulations or standards, we may have to recall products, cease their manufacture and distribution, and may be subject to fines or criminal prosecution.

We are also subject to a variety of laws, regulations and standards that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of toxic or hazardous substances, and our business practices in the United States and abroad such as anti-bribery, anti-corruption and competition laws. This requires that we devote substantial resources to maintaining our compliance with those laws, regulations and standards. A failure to do so could result in the imposition of civil, criminal or monetary penalties having a material adverse effect on our operations.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety, and food and drug regulations. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products or increase our costs of producing these products.

The healthcare industry is highly regulated and if we fail to comply with its extensive system of laws and regulations, we could suffer fines and penalties or be required to make significant changes to our operations which could have a significant adverse effect on the results of our business operations.

The healthcare industry, including the genetic screening market, is subject to extensive and frequently changing international and United States federal, state and local laws and regulations. In addition, legislative provisions relating to healthcare fraud and abuse, patient privacy violations and misconduct involving government insurance programs provide federal enforcement personnel with substantial powers and remedies to pursue suspected violations. We believe that our business will continue to be subject to increasing regulation as the federal government continues to strengthen its position on healthcare matters, the scope and effect of which we cannot predict. If we fail to comply with applicable laws and regulations, we could suffer civil and criminal damages, fines and penalties, exclusion from participation in governmental healthcare programs, and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur liabilities from third-party claims, all of which could have a significant adverse effect on our business.

Economic, political and other risks associated with foreign operations could adversely affect our international sales and profitability.

Because we sell our products worldwide, our businesses are subject to risks associated with doing business internationally. Our sales originating outside the United States represented the majority of our total revenue in the three months ended March 29, 2015 . We anticipate that sales from international operations will continue to represent a substantial portion of our total revenue. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Accordingly, our future results of operations could be harmed by a variety of factors, including:


•	changes in actual, or from projected, foreign currency exchange rates,


•	changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,


•	longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,


•	embargoes, trade protection measures and import or export licensing requirements,


•	policies in foreign countries benefiting domestic manufacturers or other policies detrimental to companies headquartered in the United States,


•	differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,


•	adverse income tax audit settlements or loss of previously negotiated tax incentives,


•	differing business practices associated with foreign operations,


•	difficulty in transferring cash between international operations and the United States,


•	difficulty in staffing and managing widespread operations,


•	differing labor laws and changes in those laws,


•	differing protection of intellectual property and changes in that protection,


•	increasing global enforcement of anti-bribery and anti-corruption laws, and

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•	differing regulatory requirements and changes in those requirements.

If we do not retain our key personnel, our ability to execute our business strategy will be limited.

Our success depends to a significant extent upon the continued service of our executive officers and key management and technical personnel, particularly our experienced engineers and scientists, and on our ability to continue to attract, retain, and motivate qualified personnel. The competition for these employees is intense. The loss of the services of key personnel could have a material adverse effect on our operating results. In addition, there could be a material adverse effect on us should the turnover rates for key personnel increase significantly or if we are unable to continue to attract qualified personnel. We do not maintain any key person life insurance policies on any of our officers or employees.

Our success also depends on our ability to execute leadership succession plans. The inability to successfully transition key management roles could have a material adverse effect on our operating results.

If we experience a significant disruption in, or breach in security of, our information technology systems, or if we fail to implement new systems, software and technologies successfully, our business could be adversely affected.

We rely on several centralized information technology systems throughout our company to develop, manufacture and provide products and services, keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business. In addition, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.

We have a substantial amount of outstanding debt, which could impact our ability to obtain future financing and limit our ability to make other expenditures in the conduct of our business.

Our debt level and related debt service obligations could have negative consequences, including:


•	requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes, such as acquisitions and stock repurchases;


•	reducing our flexibility in planning for or reacting to changes in our business and market conditions; and


•	exposing us to interest rate risk since a portion of our debt obligations are at variable rates.

In addition, we may incur additional indebtedness in the future to meet future financing needs. If we add new debt, the risks described above could increase.

Restrictions in our senior unsecured revolving credit facility and other debt instruments may limit our activities.

Our senior unsecured revolving credit facility and our 2021 Notes include restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company. These include restrictions on our ability and the ability of our subsidiaries to:


•	pay dividends on, redeem or repurchase our capital stock,


•	sell assets,


•	incur obligations that restrict our subsidiaries’ ability to make dividend or other payments to us,


•	guarantee or secure indebtedness,


•	enter into transactions with affiliates, and


•	consolidate, merge or transfer all, or substantially all, of our assets and the assets of our subsidiaries on a consolidated basis.

We are also required to meet specified financial ratios under the terms of certain of our existing debt instruments. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control, such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition. In addition, if we are unable to maintain our

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investment grade credit rating, our borrowing costs would increase and we would be subject to different and potentially more restrictive financial covenants under some of our existing debt instruments.

Any future indebtedness that we incur may include similar or more restrictive covenants. Our failure to comply with any of the restrictions in our senior unsecured revolving credit facility, our 2021 Notes or any future indebtedness may result in an event of default under those debt instruments, which could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.

Our results of operations will be adversely affected if we fail to realize the full value of our intangible assets.

As of March 29, 2015 , our total assets included $2.7 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights, customer relationships, core technology and technology licenses, net of accumulated amortization. We test certain of these items—specifically all of those that are considered “non-amortizing”—at least annually for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned. All of our amortizing intangible assets are also evaluated for impairment should events occur that call into question the value of the intangible assets.

Adverse changes in our business, adverse changes in the assumptions used to determine the fair value of our reporting units, or the failure to grow our Human Health and Environmental Health segments may result in impairment of our intangible assets, which could adversely affect our results of operations.

Our share price will fluctuate.

Over the last several years, stock markets in general and our common stock in particular have experienced significant price and volume volatility. Both the market price and the daily trading volume of our common stock may continue to be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations and business prospects. In addition to the risk factors discussed above, the price and volume volatility of our common stock may be affected by:


•	operating results that vary from our financial guidance or the expectations of securities analysts and investors,


•	the financial performance of the major end markets that we target,


•	the operating and securities price performance of companies that investors consider to be comparable to us,


•	announcements of strategic developments, acquisitions and other material events by us or our competitors, and


•	changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.

Dividends on our common stock could be reduced or eliminated in the future.

On January 23, 2015 , we announced that our Board had declared a quarterly dividend of $0.07 per share for the first quarter of fiscal year 2015 that will be payable in May 2015 . On April 27, 2015 , we announced that our Board had declared a quarterly dividend of $0.07 per share for the second quarter of fiscal year 2015 that will be payable in August 2015 . In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchase Program

The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated.



	Issuer Repurchases of Equity Securities
Period	Total Number of Shares Purchased ⁽¹⁾⁽²⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
December 29, 2014—February 1, 2015	—	$	—	—	7,400,000
February 2, 2015—March 1, 2015	85,347	$	46.11	—	7,400,000
March 2, 2015—March 29, 2015	392	$	47.86	—	7,400,000
Activity for quarter ended March 29, 2015	85,739	$	46.12	—	7,400,000

____________________

(1)

On October 23, 2014, our Board authorized us to repurchase up to 8.0 million shares of common stock under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on October 23, 2016 unless terminated earlier by our Board, and may be suspended or discontinued at any time. During the first quarter of fiscal year 2015 , we did no t repurchase any shares of common stock in the open market under the Repurchase Program. As of March 29, 2015 , 7.4 million shares authorized by our Board under the Repurchase Program remained available for repurchase.

(2)

Our Board has authorized us to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to the Company's equity incentive plans. During the first quarter of fiscal year 2015 , we repurchased 85,739 shares of common stock for this purpose. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.


Item 6.	Exhibits



Exhibit Number		Exhibit Name

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

____________________________

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) Condensed Consolidated Statements of Operations for the three months ended March 29, 2015 and March 30, 2014 , (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 29, 2015 and March 30, 2014 , (iii) Condensed Consolidated Balance Sheets at March 29, 2015 and December 28, 2014 , (iv) Condensed Consolidated

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Statement of Cash Flows for the three months ended March 29, 2015 and March 30, 2014 , and (v) Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	P ERKIN E LMER , I NC .

May 5, 2015	By:	/s/ F RANK A. W ILSON
		Frank A. Wilson Senior Vice President and Chief Financial Officer (Principal Financial Officer)



	P ERKIN E LMER , I NC .

May 5, 2015	By:	/s/ A NDREW O KUN
		Andrew Okun Vice President and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX



Exhibit Number		Exhibit Name

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

____________________________

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

TABLE OF CONTENTS

Part I. Financial Informationprint Item 1. Unaudited Financial Statementsprint Note 1: Basis Of Presentationprint Note 2: Business Combinationsprint Note 3: Discontinued Operationsprint Note 4: Restructuring and Contract Termination Charges, Netprint Note 5: Interest and Other Expense, Netprint Note 6: Inventoriesprint Note 7: Income Taxesprint Note 8: Debtprint Note 9: Earnings Per Shareprint Note 10: Industry Segment Informationprint Note 11: Stockholders Equityprint Note 12: Stock Plansprint Note 13: Goodwill and Intangible Assets, Netprint Note 14: Warranty Reservesprint Note 15: Employee Postretirement Benefit Plansprint Note 16: Derivatives and Hedging Activitiesprint Note 17: Fair Value Measurementsprint Note 18: Contingenciesprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
William D Johnson	71	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Theodore H Bunting Jr	66
Sondra L Barbour	62	Executive Experience: Ms. Barbour retired as Executive Vice President, Information Systems and Global Solutions, of Lockheed Martin Corporation (“Lockheed Martin”) in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, Ms. Barbour served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed Martin’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role, Ms. Barbour served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Outside Board and Other Experience: Ms. Barbour serves as a director of AGCO Corporation, where she chairs the Audit Committee, and is also a member of the Finance, Talent & Compensation and Executive Committees. Ms. Barbour is the Chair of Temple University’s Fox School of Business Management Information Systems Advisory Board. Ms. Barbour previously served as a director for each of 3M Company and Perspecta Inc. Skills and Qualifications: Ms. Barbour’s significant experience with information technology systems and cybersecurity is valuable in helping steer our development of technology and management of cyber risks. Ms. Barbour brings 30 years of leadership experience at Lockheed Martin where she oversaw complex information technology systems of a 110,000+ employee business. She brings significant risk management knowledge related to technology and supply chain oversight, which are of key importance to our success. Ms. Barbour also enhances the Board’s public company experience in the areas of internal controls, accounting, audit, risk management and cybersecurity.	AGCO CORP /DE
Peter A Altabef	65	Executive Experience: Mr. Altabef currently serves as Chair and CEO of Unisys Corporation, a global information technology company, a position he has held since January 2015 (becoming Chair in April 2018) and will cease being the CEO effective April 1, 2025, but will remain the Chair. Mr. Altabef also served as President from January 2015 through March 2020 and from November 2021 to May 2022. Prior to his current role, he served as president and CEO of MICROS Systems, Inc., a provider of integrated software and hardware solutions to the hospitality and retail industries, from 2013 to 2014, when it was acquired by Oracle Corporation. Before that, he served as president and CEO of Perot Systems Corporation from 2004 to 2009, when it was acquired by Dell Inc. Following that transaction, Mr. Altabef served as president of Dell Services, the information technology services and business process solutions unit of Dell Inc., until his departure in 2011. Outside Board and Other Experience: Mr. Altabef is Chair of the board of directors of Unisys Corporation. He is also a member of the President’s National Security Telecommunications Advisory Committee (NSTAC), a trustee of the Committee for Economic Development (CED), a member of the advisory board of Merit Energy Company, LLC and of the board of directors of Petrus Trust Company, LTA. He has previously served as a senior advisor to 2M Companies, Inc., in 2012, and as a director of MICROS Systems, Perot Systems Corporation and Belo Corporation. He is also active in community service activities, having served on the boards and committees of several cultural, medical, educational and charitable organizations and events. Skills and Qualifications: Mr. Altabef has experience leading large organizations as CEO and a strong background in strategic planning, financial reporting, risk management, business operations and corporate governance. He also has more than 25 years of senior leadership experience at some of the world’s leading information technology companies. As a result, he has a deep understanding of the cybersecurity issues facing businesses today. His overall leadership experience and his cybersecurity background provide the Board with valuable perspective and insight into significant issues that we face.
Michael E Jesanis	68	Executive Experience: Mr. Jesanis co-founded and was from 2013 to 2021 Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and, prior thereto CFO, of a major electric and gas utility holding company as well as his role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has expertise with board governance issues.
Lloyd M Yates	64	Executive Experience: Mr. Yates has served as President and CEO of NiSource since February 2022. Mr. Yates retired in 2019 from Duke Energy, where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as Executive Vice President of Regulated Utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of Marsh & McLennan Companies. He previously served on the board of directors of American Water Works Company Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 40 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning.
Kevin T Kabat	68	Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chair and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board. Mr. Kabat has been a director of Crown Castle Inc. since August 1, 2023. He previously served as a chair of the board of AltiGlobal Inc. from January 2023 to August 2023. He also previously served as the lead independent director of E*TRADE Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies.
John McAvoy	64	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Eric L Butler	64	Executive Experience: Mr. Butler currently is President and CEO of Aswani-Butler Investment Associates, a private equity investment firm. Previously he served in a number of executive leadership roles at Union Pacific Corporation (“Union Pacific”), a transportation company located in Omaha, Nebraska, until his retirement in February 2018. He began his career at Union Pacific in 1986 and held leadership roles in finance, accounting, marketing and sales, supply, operations research and planning and human resources. He was Vice President of Financial Planning and Analysis from 1997 to 2000, Vice President of Purchasing and Supply Chain from 2000 to 2003, Vice President and General Manager of the Automotive Business from 2003 to 2005 and Vice President and General Manager of the Industrial Products Business from 2005 to 2012. He was Executive Vice President of Marketing and Sales and Chief Commercial Officer and ran the worldwide Commercial business from 2012 to 2017. He served as Executive Vice President, Chief Administrative Officer and Corporate Secretary from 2017 until his retirement. Outside Board and Other Experience: Mr. Butler was appointed to the Federal Reserve Bank of Kansas City’s Omaha Branch Board in 2015 and in 2018 was elected chair. His term on the Federal Reserve board ended in December 2020. He currently serves on the board of the Omaha Airport Authority, which he joined in 2007, and the Eastman Chemical Company Board, which he joined in 2022, and the West Fraser Timber Co. Ltd, which he joined in 2023. Skills and Qualifications: Mr. Butler developed and led strategic and financial planning, marketing, sales, commercial, and supply, procurement and purchasing for one of the largest transportation companies in the world, Union Pacific. He most recently led the corporate governance, human resources, labor relations and administration functions at Union Pacific. His knowledge of the railroad transportation industry and the challenges in maintaining top-tier safety, customer service and risk management standards while providing an important part of the nation’s infrastructure provides him with unique skills and insights that are valuable to the Board. In addition, he has experience in the purchase of fuel and energy materials and equipment. As a result, Mr. Butler has an understanding of the aging infrastructure, safety, organizational and regulatory issues facing utilities today and provides a viewpoint from an industry that is similarly positioned. His overall leadership experience and his regulated public company background provides the Board with another perspective on significant issues that we face.
Deborah A P Hersman	54	Executive Experience: From November 2024 to December 2024, Ms. Hersman served as Special Assistant to Senator Thomas Carper. Ms. Hersman served as Chief Safety Officer and advisor at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: From 2004 to 2014, Ms. Hersman served as a board member and from 2009-2014 as chair of the National Transportation Safety Board (the “NTSB”). Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. On June 29, 2023, she was appointed to the Board of One Gas (NYSE: OGS). She previously served on the Board of Velodyne (NASDAQ: VLDR). Skills and Qualifications: Ms. Hersman is a seasoned executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety leader driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman’s extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our customers and stakeholders.	ONE Gas, Inc.
Deborah A Henretta	63	Executive Experience: Ms. Henretta currently is a partner at Council Advisors company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company. She retired from Procter & Gamble (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President of P&G’s business in ASEAN, Australia and India from 2005 to 2007. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019, a director at Meritage Homes since 2017 and a director at Corning Incorporated since 2013. Ms. Henretta previously served as a director of Staples, Inc. from June 2016 until September 2017. Additionally, she serves on the board of trustees for Syracuse University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including profit and loss responsibility for multi-billion-dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her previous partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education.	AMERICAN EAGLE OUTFITTERS INC
Cassandra S Lee	56	Executive Experience: Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as Senior Vice President and CFO for AT&T Inc. (“AT&T”) Mobility and Consumer Wireline Segments, a position she has held since 2024. Ms. Lee joined AT&T in 1993 and has served in various leadership capacities, including Chief Audit Executive from 2021 to 2024 and Senior Vice President and Chief Financial Officer, AT&T Network, Technology and Capital Management from 2018 to 2021. Outside Board and Other Experience: Ms. Lee currently serves on the Board of Directors of Andretti Acquisition Corp. II and on the Board of Trustees for the National Urban League. Ms. Lee previously served as a director of Andretti Acquisition Corp. Skills and Qualifications: In more than three decades with AT&T, Ms. Lee has acquired a wealth of expertise in various areas including retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Her vast and multifaceted experience in the telecommunication industry translates well in her service on the Board. Ms. Lee also has significant public company financial oversight and leadership experience that strengthens the Board’s depth of financial acumen. Ms. Lee is a certified public accountant and veteran of the United States Army.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lloyd Yates President and CEO	2024	1,133,334	—	8,266,041	3,230,100	155,495	12,784,970
	2023	1,041,667	—	5,208,422	2,500,000	466,592	9,216,680
	2022	879,167	500,000	4,671,273	954,828	108,238	7,113,506
Shawn Anderson EVP and CFO	2024	633,333	—	3,562,248	925,000	74,657	5,195,238
	2023	518,478	—	1,137,093	809,798	95,367	2,560,736
	2022	391,667	—	953,324	332,901	43,408	1,712,300
Melody Birmingham EVP and Group President, Utilities	2024	665,883	—	1,583,297	975,000	77,285	3,301,416
	2023	641,667	—	1,335,553	818,125	112,704	2,908,049
	2022	312,500	225,000	2,397,721	276,680	127,324	3,339,225
William Jefferson EVP, Chief Operating and Safety Officer	2024	612,500	—	1,476,953	925,000	74,033	3,088,486
	2023	537,500	—	1,138,849	805,242	96,247	2,577,838
	2022	237,500	150,000	1,496,725	196,258	116,493	2,196,976
Michael Luhrs EVP, Technology, Customer and Chief Commercial Officer	2024	591,667	—	1,417,877	975,000	55,558	3,040,101
	2023	422,464	350,000	1,443,585	538,641	171,754	2,926,443
	2022	—	—	—	—	—	—

Supplier name	Ticker
Westlake Chemical Corporation	WLK
Allegheny Technologies Incorporated	ATI
Schweitzer-Mauduit International, Inc.	SWM
Adtalem Global Education Inc.	ATGE
Model N, Inc.	MODN

Owner	Position	Direct Shares	Indirect Shares
Yates Lloyd M	-	351,748	0
Brown Donald Eugene	-	186,995	2,449
Anderson Shawn	-	157,879	791
Yates Lloyd M	-	131,242	0
Luhrs Michael	-	87,552	0
Anderson Shawn	-	63,582	741
ALTABEF PETER	-	52,675	0
Birmingham Melody	-	46,259	0
Birmingham Melody	-	41,923	0
Jefferson William Jr.	-	33,129	0
Jefferson William Jr.	-	30,905	0
Gode Gunnar	-	24,758	0
Cuccia Kimberly S	-	20,329	3,528
Berman Melanie B.	-	19,978	0
Jesanis Michael E	-	18,541	30,190
Luhrs Michael	-	18,485	0
Cuccia Kimberly S	-	18,229	3,631
Berman Melanie B.	-	13,933	0
McAvoy John	-	939	0

PKI 10-Q Quarter ended March 29, 2015