0001100682-23-000006 | 10-K | XBRL Viewer | Charles River Laboratories International INC

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Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2022	Jan. 25, 2023	Jun. 24, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-15943
Entity Registrant Name	CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1397316
Entity Address, Address Line One	251 Ballardvale Street
Entity Address, City or Town	Wilmington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	781
Local Phone Number	222-6000
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CRL
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 11,392,457,233
Entity Common Stock, Shares Outstanding		50,985,527
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders scheduled to be held on May 9, 2023, which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 2023 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Form 10-K.
Entity Central Index Key	0001100682
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Boston, Massachusetts

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 25, 2021	Dec. 26, 2020
Total revenue	$ 3,976,060	$ 3,540,160	$ 2,923,933
Costs and expenses:
Selling, general and administrative	665,098	619,919	528,935
Amortization of intangible assets	146,578	124,857	111,877
Operating income	650,975	589,862	432,729
Other income (expense):
Interest income	780	652	834
Interest expense	(59,291)	(73,910)	(86,433)
Other income (expense), net	30,523	(35,894)	99,984
Income before income taxes	622,987	480,710	447,114
Provision for income taxes	130,379	81,873	81,808
Net income	492,608	398,837	365,306
Less: Net income attributable to noncontrolling interests	6,382	7,855	1,002
Net income attributable to common shareholders	$ 486,226	$ 390,982	$ 364,304
Earnings per common share
Basic (in dollars per share)	$ 9.57	$ 7.77	$ 7.35
Diluted (in dollars per share)	$ 9.48	$ 7.60	$ 7.20
Weighted-average number of common shares outstanding:
Basic (in shares)	50,812	50,293	49,550
Diluted (in shares)	51,301	51,425	50,611
Service
Total revenue	$ 3,216,904	$ 2,755,579	$ 2,296,156
Costs and expenses:
Cost of services provided and products sold	2,143,318	1,837,487	1,533,230
Product
Total revenue	759,156	784,581	627,777
Costs and expenses:
Cost of services provided and products sold	$ 370,091	$ 368,035	$ 317,162

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 25, 2021	Dec. 26, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 492,608	$ 398,837	$ 365,306
Other comprehensive income (loss):
Foreign currency translation adjustment and other	(129,091)	(29,493)	22,345
Pension and other post-retirement benefit plans (Note 11):
Prior service cost and (losses) gains arising during the period	24,471	(1,193)	15,747
Amortization of net loss, settlement losses, and prior service benefit included in total cost for pension and other post-retirement benefit plans	3,337	1,678	17,861
Unrealized losses on hedging instruments	(1,523)	0	0
Comprehensive income, before income taxes	389,802	369,829	421,259
Less: Income tax (benefit) expense related to items of other comprehensive income (Note 9)	(1,905)	(3,965)	15,372
Comprehensive income, net of income taxes	391,707	373,794	405,887
Less: Comprehensive income related to noncontrolling interests, net of income taxes	2,798	8,678	2,438
Comprehensive income attributable to common shareholders, net of income taxes	$ 388,909	$ 365,116	$ 403,449

CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2022	Dec. 25, 2021
Current assets:
Cash and cash equivalents	$ 233,912	$ 241,214
Trade receivables and contract assets, net of allowances for credit losses of $11,278 and $7,180, respectively	752,390	642,881
Inventories	255,809	199,146
Prepaid assets	89,341	93,543
Other current assets	107,580	97,311
Total current assets	1,439,032	1,274,095
Property, plant and equipment, net	1,465,655	1,291,068
Venture capital and strategic equity investments	311,602	201,352
Operating lease right-of-use assets, net	391,762	292,941
Goodwill	2,849,903	2,711,881
Intangible assets, net	955,275	1,061,192
Deferred tax assets	41,262	40,226
Other assets	148,279	151,537
Total assets	7,602,770	7,024,292
Current liabilities:
Accounts payable	205,915	198,130
Accrued compensation	197,078	246,119
Deferred revenue	264,259	219,703
Accrued liabilities	219,758	228,797
Other current liabilities	204,575	140,436
Total current liabilities	1,091,585	1,033,185
Long-term debt, net and finance leases	2,707,531	2,663,564
Operating lease right-of-use liabilities	389,745	252,972
Deferred tax liabilities	215,582	239,720
Other long-term liabilities	174,822	242,859
Total liabilities	4,579,265	4,432,300
Commitments and contingencies
Redeemable noncontrolling interest	42,427	53,010
Equity [Abstract]
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.01 par value; 120,000 shares authorized; 50,944 shares issued and outstanding as of December 31, 2022 and 50,480 shares issued and outstanding as of December 25, 2021	509	505
Additional paid-in capital	1,804,940	1,718,304
Retained earnings	1,432,901	980,751
Treasury stock, at cost, zero shares as of December 31, 2022 and December 25, 2021	0	0
Accumulated other comprehensive loss	(262,057)	(164,740)
Total equity attributable to common shareholders	2,976,293	2,534,820
Noncontrolling interests (nonredeemable)	4,785	4,162
Total equity	2,981,078	2,538,982
Total liabilities, redeemable noncontrolling interests and equity	$ 7,602,770	$ 7,024,292
Beginning balance (in shares)	0	0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2022	Dec. 25, 2021
Statement of Financial Position [Abstract]
Less: Allowance for credit losses	$ 11,278	$ 7,180
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000	20,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	120,000	120,000
Common stock, shares issued (in shares)	50,944	50,480
Common stock, shares outstanding (in shares)	50,944	50,480
Treasury stock, shares (in shares)	0	0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 25, 2021	Dec. 26, 2020
Cash flows relating to operating activities
Net income	$ 492,608,000	$ 398,837,000	$ 365,306,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	303,870,000	265,540,000	234,924,000
Stock-based compensation	73,617,000	71,474,000	56,341,000
Loss on debt extinguishment and amortization of other financing costs	4,118,000	29,964,000	3,661,000
Deferred income taxes	(35,884,000)	(24,006,000)	(133,000)
Loss (gain) on venture capital and strategic equity investments, net	26,775,000	30,420,000	(100,861,000)
Provision for credit losses	6,706,000	1,657,000	6,376,000
Gain on divestitures, net	(123,405,000)	(25,026,000)	0
Changes in fair value of contingent consideration arrangements	(3,753,000)	(34,303,000)	(468,000)
Other, net	27,542,000	3,300,000	7,704,000
Changes in assets and liabilities:
Trade receivables and contract assets, net	(150,570,000)	(26,633,000)	(85,627,000)
Inventories	(78,523,000)	(25,159,000)	(18,379,000)
Accounts payable	(2,652,000)	44,901,000	748,000
Accrued compensation	(42,164,000)	44,304,000	40,481,000
Deferred revenue	57,658,000	(13,402,000)	28,647,000
Customer contract deposits	30,457,000	16,925,000	8,955,000
Other assets and liabilities, net	33,240,000	2,006,000	(1,100,000)
Net cash provided by operating activities	619,640,000	760,799,000	546,575,000
Cash flows relating to investing activities
Acquisition of businesses and assets, net of cash acquired	(283,392,000)	(1,293,095,000)	(418,628,000)
Capital expenditures	(324,733,000)	(228,772,000)	(166,560,000)
Purchases of investments and contributions to venture capital investments	(158,274,000)	(45,555,000)	(26,692,000)
Proceeds from sale of investments	4,549,000	6,532,000	11,401,000
Proceeds from divestitures, net	163,275,000	122,694,000	0
Other, net	(9,347,000)	264,000	(1,065,000)
Net cash used in investing activities	(607,922,000)	(1,437,932,000)	(601,544,000)
Cash flows relating to financing activities
Proceeds from long-term debt and revolving credit facility	2,952,430,000	6,951,113,000	2,230,988,000
Proceeds from exercises of stock options	25,110,000	45,652,000	46,586,000
Payments on long-term debt, revolving credit facility, and finance lease obligations	(2,932,636,000)	(6,242,877,000)	(2,200,400,000)
Purchase of treasury stock	(38,651,000)	(40,707,000)	(23,979,000)
Payment of debt extinguishment and financing costs	0	(38,255,000)	0
Payments of contingent consideration	(10,356,000)	(2,328,000)	0
Purchases of additional equity interests, net	(30,533,000)	0	0
Other, net	(7,761,000)	0	(5,947,000)
Net cash (used in) provided by financing activities	(42,397,000)	672,598,000	47,248,000
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	25,579,000	17,730,000	794,000
Net change in cash, cash equivalents, and restricted cash	(5,100,000)	13,195,000	(6,927,000)
Cash, cash equivalents, and restricted cash, beginning of period	246,314,000	233,119,000	240,046,000
Cash, cash equivalents, and restricted cash, end of period	241,214,000	246,314,000	233,119,000
Supplemental cash flow information:
Cash and cash equivalents	233,912,000	241,214,000	228,424,000
Restricted cash included in Other current assets	6,192,000	4,023,000	3,074,000
Restricted cash included in Other assets	1,110,000	1,077,000	1,621,000
Cash, cash equivalents, and restricted cash, end of period	241,214,000	246,314,000	233,119,000
Cash paid for income taxes	75,909,000	75,441,000	60,059,000
Cash paid for interest	100,754,000	70,775,000	72,461,000
Non-cash investing and financing activities:
Purchases of Property, plant and equipment included in Accounts payable and Accrued liabilities	88,612,000	72,043,000	25,614,000
Assets acquired under finance leases	$ 8,179,000	$ 1,567,000	$ 1,571,000

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Total Equity Attributable to Common Shareholders	Noncontrolling Interest
Increase (Decrease) in Stockholders' Equity
Common stock, shares outstanding (in shares)		48,936
Beginning balance (in shares)						0
Beginning balance at Dec. 28, 2019	$ 1,637,828	$ 489	$ 1,531,785	$ 280,329	$ (178,019)	$ 0	$ 1,634,584	$ 3,244
Increase (Decrease) in Stockholders' Equity
Net income	366,156			364,304			364,304	1,852
Other comprehensive income (loss)	39,145				39,145		39,145
Dividends declared to noncontrolling interest	(1,529)							(1,529)
Purchase of redeemable noncontrolling interest and recognition of related contingent consideration	2,379		2,379				2,379
Issuance of stock under employee compensation plans (in shares)		977
Issuance of stock under employee compensation plans	46,586	$ 10	46,576				46,586
Purchase of treasury shares (in shares)						146
Purchase of treasury shares	(23,979)					$ (23,979)	(23,979)
Retirement of treasury shares (in shares)		(146)				(146)
Retirement of treasury shares	0	$ (1)	(4,759)	(19,219)		$ 23,979	0
Stock-based compensation	56,341		56,341				56,341
Ending balance at Dec. 26, 2020	2,118,169	$ 498	1,627,564	625,414	(138,874)	$ 0	2,114,602	3,567
Increase (Decrease) in Stockholders' Equity
Common stock, shares outstanding (in shares)		49,767
Beginning balance (in shares)						0
Net income	393,462			390,982			390,982	2,480
Other comprehensive income (loss)	(25,866)				(25,866)		(25,866)
Dividends declared to noncontrolling interest	(1,885)							(1,885)
Adjustment of redeemable noncontrolling interest to redemption value	(21,312)		(21,312)				(21,312)
Issuance of stock under employee compensation plans (in shares)		861
Issuance of stock under employee compensation plans	45,647	$ 8	45,639				45,647
Purchase of treasury shares (in shares)						148
Purchase of treasury shares	(40,707)					$ (40,707)	(40,707)
Retirement of treasury shares (in shares)		(148)				(148)
Retirement of treasury shares	0	$ (1)	(5,061)	(35,645)		$ 40,707	0
Stock-based compensation	71,474		71,474				71,474
Ending balance at Dec. 25, 2021	$ 2,538,982	$ 505	1,718,304	980,751	(164,740)	$ 0	2,534,820	4,162
Increase (Decrease) in Stockholders' Equity
Common stock, shares outstanding (in shares)	50,480	50,480
Beginning balance (in shares)	0					0
Net income	$ 488,588			486,226			486,226	2,362
Other comprehensive income (loss)	(97,317)				(97,317)		(97,317)
Dividends declared to noncontrolling interest	(1,739)							(1,739)
Adjustment of redeemable noncontrolling interest to redemption value	(7,507)		(7,507)				(7,507)
Issuance of stock under employee compensation plans (in shares)		594
Issuance of stock under employee compensation plans	25,105	$ 5	25,100				25,105
Purchase of treasury shares (in shares)						130
Purchase of treasury shares	(38,651)					$ (38,651)	(38,651)
Retirement of treasury shares (in shares)		(130)				(130)
Retirement of treasury shares	0	$ (1)	(4,574)	(34,076)		$ 38,651	0
Stock-based compensation	73,617		73,617				73,617
Ending balance at Dec. 31, 2022	$ 2,981,078	$ 509	$ 1,804,940	$ 1,432,901	$ (262,057)	$ 0	$ 2,976,293	$ 4,785
Increase (Decrease) in Stockholders' Equity
Common stock, shares outstanding (in shares)	50,944	50,944
Beginning balance (in shares)	0					0

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

Principles of Consolidation

The Company’s consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Redeemable noncontrolling interests, where the noncontrolling interest holders have the ability to require the Company to purchase the remaining interests, are classified in the mezzanine section of the consolidated balance sheets, which is presented above the equity section and below liabilities. Intercompany balances and transactions are eliminated in consolidation.

The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week in the fourth quarter of the fiscal year is occasionally necessary to align with a December 31 calendar year-end, which occurred in this fiscal year 2022.

Segment Reporting

The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Cell Solutions businesses.

Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities and utilizing both our Charles River Accelerator and Development Lab (CRADL™) and our Explora BioLabs options, in which we provide vivarium space to our clients; and Cell Solutions, which supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood.

The Company’s DSA reportable segment includes two businesses: Discovery Services and Safety Assessment. The Company provides regulated and non-regulated DSA services to support the research, development, and regulatory-required safety testing of potential new drugs, including therapeutic discovery and optimization plus in vitro and in vivo studies, laboratory support services, and strategic non-clinical consulting and program management to support product development.

The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics Testing Solutions) as well as contract development and manufacturing products and services (CDMO). In December of 2022, the Company sold the Avian Vaccine Services business (Avian), reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens.

Use of Estimates

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

As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements.

Newly Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance.” ASU 2021-10 requires disclosures about transactions with a government that have been accounted for by a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect on the financial statements. The ASU is effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. The Company’s adoption of this standard in fiscal year 2022 did not have an impact on the consolidated financial statements and related disclosures.

Newly Issued Accounting Pronouncements

In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” ASU 2022-04 requires quantitative and qualitative disclosures about the use of supplier finance programs. The ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for selected disclosures, and will be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements, but does not believe there will be a material impact.

Cash, Cash Equivalents, and Investments

Cash equivalents include money market funds, time deposits and other investments with remaining maturities at the purchase date of three months or less. Time deposits with original maturities of greater than three months are reported as short-term investments.

Trade Receivables and Contract Assets, Net

The Company records trade receivables and contract assets, net of an allowance for credit losses. An allowance for credit losses is established based on historical collection information, a review of major client accounts receivable balances, current economic conditions in the geographies in which it operates, and the Company’s expectations of future economic conditions that may affect the collectability of the recorded amounts. Amounts determined to be uncollectible are charged or written off against the allowance.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, trade receivables and contract assets. The Company places cash and cash equivalents and investments in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables and contract assets are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables and contract assets, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. No single client accounted for more than 3% of revenue in fiscal years 2022, 2021, or 2020 or trade receivables as of December 31, 2022 or December 25, 2021.

Fair Value Measurements

The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires certain disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy:

•Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access,

•Level 2 - Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rate yield curves and foreign currency spot rates,

•Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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

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

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

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

•Interest rate swap contracts - Valued using market observable inputs, such as interest rate yield curves;

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

•Debt instruments - The book value of the Company’s revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book values of the Company’s Senior Notes, which are fixed rate debt, are carried at amortized cost. Fair values of the Senior Notes are based on quoted market prices and on borrowing rates available to the Company; and

•Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models.

Inventories

The Company’s inventories consist of raw materials, work in process and finished product related primarily to small models, large models, cell supply, microbial solutions products, and avian related eggs and flocks, which have since been divested. Inventories are stated at the lower of cost or net realizable value. Inventory value is generally based on the standard cost method for all businesses except for the Avian business, which was based on an average cost. Standard costs are trued-up to reflect actual cost. For small models inventory, costs include direct materials such as feed and bedding, costs of personnel directly involved in the care of the models, and an allocation of facility overhead. For the large models inventory, costs are primarily the external cost paid to acquire the model along with allocated overhead costs. For cell supply inventory, costs include direct materials, costs of personnel directly involved in the processing of products sold, and an allocation of facility overhead. For the microbial solutions inventory, costs include direct materials, cost of personnel directly involved in the manufacturing and assembly of products sold, and an allocation of facility overhead. For the avian related inventory, costs included direct materials, such as animal feed, cost of personnel directly involved with the care of the eggs and flocks, and an allocation of facility overhead. Inventory costs are charged to cost of revenue in the period the products are sold to an external party. The Company analyzes its inventory levels on a quarterly basis and writes down inventory that is determined to be damaged, obsolete or otherwise unmarketable, with a corresponding charge to cost of products sold.

The composition of inventories is as follows:


	December 31, 2022		December 25, 2021
	(in thousands)
Raw materials and supplies	$	38,892	$	33,118
Work in process	48,367		40,268
Finished products	168,550		125,760
Inventories	$	255,809	$	199,146

Property, Plant and Equipment, Net

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

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


	December 31, 2022		December 25, 2021
	(in thousands)
Land	$	58,192	$	59,486
Buildings (1)	963,717		987,544
Machinery and equipment (1)	850,353		760,353
Leasehold improvements	294,275		141,525
Furniture and fixtures	27,317		22,520
Computer hardware and software (1)	227,797		210,582
Vehicles (1)	5,421		6,897
Construction in progress	199,713		205,141
Total	2,626,785		2,394,048
Less: Accumulated depreciation	(1,161,130)		(1,102,980)
Property, plant and equipment, net	$	1,465,655	$	1,291,068

(1) These balances include assets under finance leases. See Note 14, “Leases.”

Depreciation expense in fiscal years 2022, 2021 and 2020 was $157.3 million, $140.7 million and $123.0 million, respectively.

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

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


			Estimated Useful Lives
			(in years)
Land			Indefinite
Buildings and building improvements			10 - 40
Machinery and equipment			3 - 20
Furniture and fixtures			5 - 10
Computer hardware and software			3 - 8
Vehicles			3 - 5

Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Finance lease assets are amortized over the lease term, however, if ownership is transferred by the end of the finance lease, or there is a bargain purchase option, such finance lease assets are amortized over the useful life that would be assigned if such assets were owned.

When the Company disposes of property, plant and equipment, it removes the associated cost and accumulated depreciation from the related accounts on its consolidated balance sheet and includes any resulting gain or loss recorded in Other (expense) income, net in the accompanying consolidated statements of income.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. The Company allocates the amounts that it pays for each acquisition to the assets it acquires and liabilities it assumes based on their fair values at the dates of acquisition, including identifiable intangible assets, which typically represents a significant portion of the purchase price. The determination of the fair value of intangible assets requires the use of significant judgment using management’s best estimates of inputs and assumptions that a market participant would use. Significant judgments include (i) the fair value; and (ii) whether such intangible assets are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. The Company utilizes commonly accepted valuation techniques, such as the income, cost, and market approaches as appropriate, in establishing the fair value of intangible assets. Typically, key assumptions include projections of cash flows that arise from identifiable intangible assets of acquired businesses as well as discount rates based on an analysis of the weighted average cost of capital, adjusted for specific risks associated with the assets.

In recent acquisitions, customer relationship intangible assets (also referred to as client relationships) are the most significant identifiable asset acquired. To determine the fair value of the acquired client relationships, the Company typically utilizes the multiple period excess earnings model (a commonly accepted valuation technique), which relies on the following key assumptions: projections of cash flows from the acquired entities, which includes future revenue growth rates, operating income margins, and customer attrition rates; as well as discount rates based on an analysis of the acquired entities’ weighted average cost of capital.

Contingent Consideration

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

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

Divestitures

The Company records divestitures at fair value less cost to sell with any related gain or loss from sale recorded within Other income (expense) on the Company’s consolidated statements of income. If the sale price includes contingent payments, these are fair valued using a probability weighted model. If the business divested is part of a reporting unit, goodwill from the reporting unit is reallocated based on the fair value of the divested business compared to the fair value of the reporting unit.

Goodwill and Intangible Assets

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

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

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

Valuation and Impairment of Long-Lived Assets

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

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

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

Venture Capital Investments

The Company invests in several venture capital funds that invest in start-up companies, primarily in the life sciences industry. The Company’s ownership interest in these funds ranges from less than 1% to approximately 12%. The Company accounts for the investments in limited partnerships (LPs), which are variable interest entities, under the equity method of accounting. For publicly-held investments in the LPs, the Company adjusts for changes in fair market value based on reported share holdings at the end of each fiscal quarter. The Company is not the primary beneficiary because it has no power to direct the activities that most significantly affect the LPs’ economic performance.

Under the equity method of accounting, the Company’s portion of the investment gains and losses, as reported in the fund’s financial statements on a quarterly lag each reporting period, is recorded in other (expense) income, net in the accompanying consolidated statements of income. In addition, the Company adjusts the carrying value of these investments to reflect its estimate of changes to fair value since the fund’s financial statements are based on information from the fund’s management team, market prices of known public holdings of the fund, and other information.

Strategic Equity Investments

The Company invests, with minority positions, directly in equity of predominantly privately-held companies that are reported either at fair value or under the equity method of accounting, as appropriate. Equity investments that do not have readily determinable fair values are generally recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. Gains and losses from strategic equity investments are recorded in Other (expense) income, net in the accompanying consolidated statements of income.

Derivative Contracts

The Company is exposed to certain risks relating to its ongoing business operations including changes to interest rates and currency exchange rates. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The Company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive items until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings.

For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive items and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company uses an interest rate swap to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility.

The Company uses short-term forward currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans. The currency-exchange contracts principally hedge transactions denominated in Canadian dollars and euros. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management.

Life Insurance Contracts

Investments in life insurance contracts are recorded at cash surrender value. The initial investment is remeasured based on fair value of underlying investments or contractual value each reporting period. Gains and losses from life insurance contracts are recorded in Other income (expense), net in the accompanying consolidated statements of income. Investments in and redemptions of these life insurance contracts are reported as cash flows from investing activities in the consolidated statement of cash flows. The Company held 44 contracts at December 31, 2022 with a face value of $74.5 million and 45 contracts with a face value of $89.8 million at December 25, 2021.

Leases

At inception of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments.

The Company leases laboratory, production, and office space (real estate), as well as land, vehicles and certain equipment under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in vehicles and equipment leases. The Company’s policy is to not record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term.

Certain lease agreements include rental payments that are adjusted periodically for inflation or other variables. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. Such adjustments to rental payments and variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the combined fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements.

Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from 1 to 5 years. Certain lease agreements contain options to purchase the leased property and options to terminate the lease. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised or the option to terminate the lease will not be exercised, or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors.

A portfolio approach is applied to certain lease contracts with similar characteristics. The Company’s lease agreements do not contain any significant residual value guarantees or material restrictive covenants imposed by the leases.

The Company subleases a limited number of lease arrangements. Sublease activity is not material to the consolidated financial statements.

Stock-Based Compensation

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

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

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

Revenue Recognition

Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”).

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Generally, the Company does not extend payment terms beyond one year. Applying the practical expedient, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. The Company’s contracts do not generally contain significant financing components.

Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

As part of the Company’s service offerings, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year, and recorded within service revenue. Due to the nature of these arrangements and timing of the contractual lease term, the remaining revenue to be recognized related to these lease performance obligations is not material to the condensed consolidated financial statements.

Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Depending on which better depicts the transfer of value to the customer, the Company generally measures its progress using either cost-to-cost (input method) or right-to-invoice (output method). The Company uses the cost-to-cost measure of progress when it best depicts the transfer of value to the customer which occurs as the Company incurs costs on its contract, generally related to fixed fee service contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. The costs calculation includes variables such as labor hours, allocation of overhead costs, research model costs, and subcontractor costs. Revenue is recorded proportionally as costs are incurred. The right-to-invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds directly to the value of the Company’s performance to date.

The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled revenue), and contract liabilities (current and long-term deferred revenue and customer contract deposits) on the condensed consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Cumulative catch-up adjustments to revenue are periodically recorded that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price (including any changes in the assessment of whether an estimate of variable consideration), or a contract modification.

Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary

differences between the financial statements carrying amounts and their respective tax basis. The Company measures deferred tax assets and liabilities using the enacted tax rates in effect when the temporary differences are expected to be settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities and changes in facts or circumstances related to a tax position. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense.

Foreign Currency Contracts

Foreign currency contracts are recorded at fair value in the Company’s consolidated balance sheets and are not designated as hedging instruments. Any gains or losses on forward contracts associated with intercompany loans are recognized immediately in Other (expense) income, net and are largely offset by the remeasurement of the underlying intercompany loan. Any gains or losses on forward contracts associated with the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity under the Company’s Credit Facility are recognized immediately in Interest expense. Gains or losses incurred on the remeasurement of the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity with a different functional currency is recorded in Other (expense) income, net.

Translation of Foreign Currencies

For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign exchange rates for the period. Adjustments resulting from the translation of the financial statements of the Company’s foreign operations into U.S. dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive loss, a separate component of equity.

Pension and Other Post-Retirement Benefit Plans

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

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

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

The rate of compensation increase reflects the expected annual salary increases for the plan participants based on historical experience and the current employee compensation strategy.

The Company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains or losses and prior service costs or credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.

The Company records the service cost component of the net periodic benefit cost within Cost of services provided and Selling, general, and administrative expenses and all other components of net periodic benefit cost within Other (expense) income, net in the consolidated statements of income.

The Company recognizes pension settlement gains or losses in the period when all of the following settlement criteria are met: there is an irrevocable action, the Company is relieved of primary responsibility for a benefit obligation, and significant risks related to the obligation and the assets used to effect the settlement are eliminated.

Earnings Per Share

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

Treasury Shares

The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. The Company accounts for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the existing treasury stock count and total value. Thus, the average cost per share is re-averaged each time shares are acquired. When treasury shares are retired, the Company allocates the excess of the repurchase price over the par value of shares acquired to both retained earnings and additional paid-in-capital. The portion allocated to additional paid-in-capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares issued, to the balance of additional paid-in-capital as of the retirement date.

ACQUISITIONS AND DIVESTITURES

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS AND DIVESTITURES

Fiscal 2023 Acquisition

SAMDI Tech, Inc.

On January 27, 2023, the Company acquired SAMDI Tech, Inc., (SAMDI), a leading provider of high-quality, label-free high-throughput screening (HTS) solutions for drug discovery research. The acquisition of SAMDI will provide clients with seamless access to the premier, label-free HTS MS platform and create a comprehensive, library of drug discovery solutions. The preliminary purchase price of SAMDI was $60 million, inclusive of a 20% strategic equity interest previously owned by the Company. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business will be reported as part of the Company’s DSA reportable segment. Due to the limited time between the acquisition date and the filing of this Annual Report on Form 10-K, it is not practicable for the Company to disclose the preliminary allocation of the purchase price to assets acquired and liabilities assumed.

Fiscal 2022 Acquisition

Explora BioLabs Holdings, Inc.

On April 5, 2022, the Company acquired Explora BioLabs Holdings, Inc. (Explora BioLabs), a provider of contract vivarium research services, providing biopharmaceutical clients with turnkey in vivo vivarium facilities, management and related services to efficiently conduct their early-stage research activities. The acquisition of Explora BioLabs complements the Company’s existing Insourcing Solutions business, specifically the CRADL™ (Charles River Accelerator and Development Lab) footprint, and offers incremental opportunities to partner with an emerging client base, many of which are engaged in cell and gene therapy development. The purchase price of Explora BioLabs was $284.5 million, net of $6.6 million in cash. The acquisition was funded through proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s RMS reportable segment.

Fiscal 2021 Acquisitions

Vigene Biosciences, Inc.

On June 28, 2021, the Company acquired Vigene Biosciences, Inc. (Vigene), a gene therapy CDMO, providing viral vector-based gene delivery solutions. The acquisition enables clients to seamlessly conduct analytical testing, process development, and manufacturing for advanced modalities with the same scientific partner. The purchase price of Vigene was $323.9 million, net of $2.7 million in cash. Included in the purchase price are contingent payments fair valued at $34.5 million, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $57.5 million based on future performance). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s Manufacturing reportable segment. As of December 31, 2022, the fair value of the contingent consideration was zero as certain financial targets have not and are not expected to be

achieved.

Retrogenix Limited

On March 30, 2021, the Company acquired Retrogenix Limited (Retrogenix), an outsourced discovery services provider specializing in bioanalytical services utilizing its proprietary cell microarray technology. The acquisition of Retrogenix enhances the Company’s scientific expertise with additional large molecule and cell therapy discovery capabilities. The purchase price of Retrogenix was $53.9 million, net of $8.5 million in cash. Included in the purchase price are contingent payments fair valued at $6.9 million, which is the maximum potential payout, and was based on a probability-weighted approach. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment.

Cognate BioServices, Inc.

On March 29, 2021, the Company acquired Cognate BioServices, Inc. (Cognate), a cell and gene therapy CDMO offering comprehensive manufacturing solutions for cell therapies, as well as for the production of plasmid DNA and other inputs in the CDMO value chain. The acquisition of Cognate establishes the Company as a scientific partner for cell and gene therapy development, testing, and manufacturing, providing clients with an integrated solution from basic research and discovery through cGMP production. The purchase price of Cognate was $877.9 million, net of $70.5 million in cash and includes $15.7 million of consideration for an approximate 2% ownership interest not initially acquired, but redeemed in April 2022 with the ultimate payout tied to performance in 2021. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility and senior notes (Senior Notes) issued in fiscal 2021. This business is reported as part of the Company’s Manufacturing reportable segment.

Distributed Bio, Inc.

On December 31, 2020, the Company acquired Distributed Bio, Inc. (Distributed Bio), a next-generation antibody discovery company with technologies specializing in enhancing the probability of success for delivering high-quality, readily formattable antibody fragments to support antibody and cell and gene therapy candidates to biopharmaceutical clients. The acquisition of Distributed Bio expands the Company’s capabilities with an innovative, large-molecule discovery platform, and creates an integrated, end-to-end platform for therapeutic antibody and cell and gene therapy discovery and development. The purchase price of Distributed Bio was $97.0 million, net of $0.8 million in cash. The total consideration includes $80.8 million cash paid, settlement of $3.0 million in convertible promissory notes previously issued by the Company during prior fiscal years, and $14.1 million of contingent consideration, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $21.0 million based on future performance and milestone achievements over a one-year period). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. During fiscal year 2022, $7.0 million of contingent consideration was paid as certain operational milestones were achieved. As of December 31, 2022, other financial targets associated with the contingent consideration were not met and the fair value of the remaining contingent consideration is zero.

Other Acquisition

On March 3, 2021, the Company acquired certain assets from a distributor that supports the Company’s DSA reportable segment. The purchase price was $35.4 million, which includes $19.5 million in cash paid ($5.5 million of which was paid in fiscal 2020), and $15.9 million of contingent consideration, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $17.5 million based on future performance over a three-year period). The fair value of the net assets acquired included $17.3 million of goodwill, $15.2 million attributed to supplier relationships (to be amortized over a 4-year period), and $3.0 million of property, plant, and equipment. The business is reported as part of the Company’s DSA reportable segment. As of December 31, 2022, the fair value of the contingent consideration was zero as certain operational targets were not achieved.

Purchase price information

The purchase price allocation for acquisitions during fiscal years 2022 and 2021 was as follows:


	Explora BioLabs(1)		Vigene		Retrogenix		Cognate		Distributed Bio
	April 5, 2022		June 28, 2021		March 30, 2021		March 29, 2021		December 31, 2020
	(in thousands)
Trade receivables	$	7,679	$	3,548	$	2,266	$	18,566	$	2,722
Other current assets (excluding cash)	1,067		1,657		209		14,128		221
Property, plant and equipment	37,369		7,649		400		52,082		2,382
Operating lease right-of-use asset, net	48,613		22,507		1,385		34,349		1,586
Goodwill (2)	215,752		239,681		34,489		611,555		71,585
Definite-lived intangible assets	70,100		93,900		22,126		270,900		24,540
Other long-term assets	556		694		—		6,098		469
Deferred revenue	(3,507)		(4,260)		(434)		(20,539)		(1,319)
Other current liabilities (3)	(15,507)		(6,319)		(1,141)		(45,388)		(1,504)
Operating lease right-of-use liabilities (Long-term)	(57,193)		(21,220)		(1,205)		(31,383)		(1,123)
Deferred tax liabilities	(18,601)		(13,958)		(4,174)		(32,503)		(2,529)
Other long-term liabilities	(1,807)		—		—		—		—
Total purchase price allocation	$	284,521	$	323,879	$	53,921	$	877,865	$	97,030

(1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.
(2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is not deductible for tax purposes.
(3) In connection with its acquisitions of businesses, the Company routinely records liabilities related to indirect state and local taxes for preacquisition periods when such liabilities are estimable and deemed probable. The Company may or may not be indemnified for such indirect tax liabilities under terms of the acquisitions. As these indirect tax contingencies are resolved, actual obligations, and any indemnifications, may differ from the recorded amounts and any differences are reflected in reported results in the period in which these are resolved. Specifically for Cognate, as of March 29, 2021, the Company recorded an estimated liability of $17 million pertaining to indirect state sales taxes. During fiscal year 2022, the Company received a favorable ruling from the applicable state in which the indirect state sales tax liability arose and, accordingly, this liability was reduced in full, resulting in a gain recorded through selling, general and administrative expenses in the period.

The definite-lived intangible assets acquired during fiscal years 2022 and 2021 were as follows:


	Explora BioLabs		Vigene		Retrogenix		Cognate		Distributed Bio
Definite-Lived Intangible Assets	(in thousands)
Client relationships	$	64,000	$	87,500	$	17,340	$	257,200	$	16,080
Other intangible assets	6,100		6,400		4,786		13,700		8,460
Total definite-lived intangible assets	$	70,100	$	93,900	$	22,126	$	270,900	$	24,540

Weighted Average Amortization Life	(in years)
Client relationships	13		12		13		13		9
Other intangible assets	4		2		3		2		4
Total definite-lived intangible assets	12		11		11		13		7

Fiscal 2020 Acquisitions

Cellero, LLC

On August 6, 2020, the Company acquired Cellero, LLC (Cellero), a provider of cellular products for cell therapy developers and manufacturers worldwide. The addition of Cellero enhances the Company’s unique, comprehensive solutions for the high-growth cell therapy market, strengthening the ability to help accelerate clients’ critical programs from basic research and proof-of-concept to regulatory approval and commercialization. It also expands the Company’s access to high-quality, human-derived biomaterials with Cellero’s donor sites in the United States. The purchase price for Cellero was $36.9 million, net of $0.5

million in cash. The acquisition was funded through available cash. This business is reported as part of the Company’s RMS reportable segment.

HemaCare

On January 3, 2020, the Company acquired HemaCare Corporation (HemaCare), a business specializing in the production of human-derived cellular products for the cell therapy market. The acquisition of HemaCare expands the Company’s comprehensive portfolio of early-stage research and manufacturing support solutions to encompass the production and customization of high-quality, human derived cellular products to better support clients’ cell therapy programs. The purchase price of HemaCare was $376.7 million, net of $3.1 million in cash. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s RMS reportable segment.

The purchase price allocation for acquisitions during fiscal year 2020 was as follows:


	Cellero, LLC		HemaCare Corporation
	August 6, 2020		January 3, 2020
	(in thousands)
Trade receivables	$	1,500	$	6,451
Inventories	551		8,468
Other current assets (excluding cash)	182		3,494
Property, plant and equipment	1,648		10,033
Goodwill (1)	19,457		210,196
Definite-lived intangible assets	16,230		183,540
Other long-term assets	849		5,920
Other current liabilities	(1,360)		(5,188)
Deferred tax liabilities	(1,467)		(38,529)
Other long-term liabilities	(740)		(7,664)
Total purchase price allocation	$	36,850	$	376,721

(1) The goodwill resulting from the Cellero transaction, $10.8 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s RMS business from new customers introduced to Cellero and the assembled workforce of the acquired business. The goodwill resulting from the HemaCare transaction is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired business and the assembled workforce of the acquired business, thus is not deductible for tax purposes.

The definite-lived intangible assets acquired during fiscal year 2020 were as follows:


	Cellero, LLC		HemaCare Corporation
Definite-Lived Intangible Assets	(in thousands)
Client relationships	$	14,740	$	170,390
Trade name	—		7,330
Other intangible assets	1,490		5,820
Total definite-lived intangible assets	$	16,230	$	183,540

Weighted Average Amortization Life	(in years)
Client relationships	13		19
Trade name	—		10
Other intangible assets	3		3
Total definite-lived intangible assets	12		18

The transaction and integration costs incurred for fiscal years 2022, 2021 and 2020 were as follows:


	2022		2021		2020
	(in thousands)
Transaction and Integration Costs
Selling, general and administrative expenses	$	8,740	$	39,099	$	10,014

Pro forma information

The following selected unaudited pro forma consolidated results of operations are presented as if the Cognate and Vigene acquisitions had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 29, 2019, after giving effect to certain adjustments. For fiscal year 2021 and 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $24.5 million and $24.2 million, additional interest expense on borrowing of $5.6 million and $10.4 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. All other acquisitions have not been included because that information is not material to the consolidated financial statements.


	Fiscal Year
	2021		2020
	(in thousands)
	(unaudited)
Revenue	$	3,583,646	$	3,068,161
Net income attributable to common shareholders	376,152		347,873

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

Divestitures

The Company routinely evaluates the strategic fit and fundamental performance of its global businesses, divesting operations that do not meet key business criteria. As part of this ongoing assessment, the Company determined that certain capital could be better deployed in other long-term growth opportunities.

Avian Vaccine Services

On December 20, 2022, the Company sold its Avian Vaccine Services business (Avian) to a private investor group for a preliminary purchase price of $169 million in cash, subject to certain customary closing adjustments. The Company may also earn up to $30 million of contingent payments, which are tied to certain annual results of the Avian business from January 2024 through December 2027. The contingent payments have been fair valued at approximately $10 million using a discounted probability weighted model. The Avian business was reported in the Company’s Manufacturing reportable segment. During the fiscal year 2022, the Company recorded a gain on the divestiture of Avian of $123.4 million within Other income (expense) on the Company’s consolidated statements of income.

RMS Japan

On October 12, 2021, the Company sold its RMS Japan operations to The Jackson Laboratory for a purchase price of $70.9 million, which included $7.9 million in cash, $3.8 million pension over funding, and certain post-closing adjustments. During the three months ended December 25, 2021, the Company recorded a gain on the divestiture of the RMS Japan business of $20.0 million, net of costs to sell, a currency translation adjustment, and other adjustments related to certain ongoing arrangements with the buyer, which was included in Other income (expense), net within the Company’s consolidated statements of income. The RMS Japan business was reported in the Company’s RMS reportable segment.

CDMO Sweden

On October 12, 2021, the Company sold its gene therapy CDMO site in Sweden to a private investor group for a purchase price of $59.6 million, net of $0.2 million in cash and other post-closing adjustments that may impact the purchase price. Included in the purchase price are contingent payments fair valued at $15.3 million, which were estimated using a probability weighted model (the maximum contingent contractual payments are up to $25.0 million based on future performance), as well as a purchase obligation of approximately $10.0 million between the parties. During fiscal year 2022 the fair value of the contingent payments receivable was reduced from $15.3 million to $7.5 million as certain financial targets are not expected to be achieved. The CDMO Sweden business was acquired in March 2021 as part of the acquisition of Cognate and was reported in the Company’s Manufacturing reportable segment.

The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows:


	December 19, 2022		October 12, 2021
	Avian		RMS Japan		CDMO Sweden
	(in thousands)
Assets
Current assets	$	30,545	$	26,524	$	8,187
Property, plant, and equipment, net	24,602		17,379		14,339
Operating lease right-of-use assets, net	611		—		19,733
Goodwill	3,168		4,129		27,764
Client relationships, net	1,629		—		14,089
Other assets	10		3,695		—
Total assets	$	60,565	$	51,727	$	84,112

Liabilities
Current liabilities	$	8,139	$	8,705	$	6,386
Operating lease right-of-use liabilities	331		—		18,221
Long-term liabilities	—		94		—
Total liabilities	$	8,470	$	8,799	$	24,607

REVENUE FROM CONTRACTS WITH CUSTOMERS

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services:


Timing of Revenue Recognition:	2022		2021		2020
	(in thousands)
RMS
Services and products transferred over time	$	340,708	$	263,659	$	240,480
Services and products transferred at a point in time	398,467		426,778		330,672
Total RMS revenue	739,175		690,437		571,152
DSA
Services and products transferred over time	2,440,646		2,103,415		1,836,519
Services and products transferred at a point in time	6,670		3,816		909
Total DSA revenue	2,447,316		2,107,231		1,837,428
Manufacturing
Services and products transferred over time	371,500		335,745		174,254
Services and products transferred at a point in time	418,069		406,747		341,099
Total Manufacturing revenue	789,569		742,492		515,353
Total revenue	$	3,976,060	$	3,540,160	$	2,923,933

Contract Balances from Contracts with Customers

The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers:


	December 31, 2022		December 25, 2021
	(in thousands)
Assets from contracts with customers
Client receivables	$	559,410	$	489,452
Unbilled revenue	204,258		160,609
Total	763,668		650,061
Less: Allowance for credit losses	(11,278)		(7,180)
Trade receivables and contract assets, net	$	752,390	$	642,881

Liabilities from contracts with customers
Current deferred revenue	264,259		219,703
Long term deferred revenue (included in Other long-term liabilities)	25,795		20,578
Customer contract deposits (included in Other current-liabilities)	91,640		59,512

The Company recognized substantially all of the current contract assets and liabilities balances at December 25, 2021 and December 26, 2020 in revenues during fiscal years 2022 and 2021, respectively.

When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $54 million and $36 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively. Net provisions of $6.7 million, $1.7 million, and $6.4 million were recorded to the allowance for credit losses in fiscal years 2022, 2021, and 2020, respectively.

Transaction Price Allocated to Future Performance Obligations

The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2022. Excluded from the disclosure is the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and service revenue recognized in accordance with ASC 842, “Leases”. The aggregate amount of transaction price allocated to the remaining performance obligations for all open customer contracts as of December 31, 2022 was $1,203.1 million. The Company will recognize revenues for these performance obligations as they are satisfied, approximately 50% of which is expected to occur within the next twelve months and the remainder recognized thereafter during the remaining contract term.

Other Performance Obligations


	2022		2021		2020
	(in thousands)						Affected Line Item in the Consolidated Statements of Income
Lease revenue	$	60,118	$	18,118	$	—	Service revenue

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

SEGMENT AND GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHIC INFORMATION

SEGMENT AND GEOGRAPHIC INFORMATIONThe Company’s three reportable segments are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s Chief Operating Decision Maker.

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


	2022		2021		2020
	(in thousands)
RMS
Revenue	$	739,175	$	690,437	$	571,152
Operating income	160,410		166,814		102,706
Depreciation and amortization	49,274		39,123		37,080
Capital expenditures	44,136		61,188		29,487
DSA
Revenue	$	2,447,316	$	2,107,231	$	1,837,428
Operating income	532,889		406,978		325,959
Depreciation and amortization	179,465		177,254		168,922
Capital expenditures	189,563		101,477		105,653
Manufacturing
Revenue	$	789,569	$	742,492	$	515,353
Operating income	167,084		246,390		181,494
Depreciation and amortization	72,950		46,195		25,904
Capital expenditures	87,084		58,877		26,287
Unallocated corporate
Operating income (1)	$	(209,408)	$	(230,320)	$	(177,430)
Depreciation and amortization	2,181		2,968		3,018
Capital expenditures	3,950		7,230		5,133
Consolidated
Revenue	$	3,976,060	$	3,540,160	$	2,923,933
Operating income	650,975		589,862		432,729
Depreciation and amortization	303,870		265,540		234,924
Capital expenditures	324,733		228,772		166,560

(1) Operating income for unallocated corporate consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.

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


	U.S.		Europe		Canada		Asia Pacific		Other		Consolidated
	(in thousands)
2022
Revenue	$	2,342,158	$	1,032,125	$	398,982	$	192,837	$	9,958	$	3,976,060
Long-lived assets	896,235		349,361		135,300		82,778		1,981		1,465,655
2021
Revenue	$	1,934,404	$	1,036,465	$	339,098	$	222,902	$	7,291	$	3,540,160
Long-lived assets	755,400		323,405		145,274		64,864		2,125		1,291,068
2020
Revenue	$	1,627,149	$	829,312	$	306,259	$	155,086	$	6,127	$	2,923,933
Long-lived assets	627,871		286,229		145,410		62,931		1,917		1,124,358

Included in the Other category above are operations located in Brazil and Israel. Revenue represents sales originating in entities physically located in the identified geographic area. Long-lived assets consist of property, plant, and equipment, net.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS

Venture capital investments are summarized below:


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Beginning balance	$	149,640	$	197,100	$	108,983
Capital contributions	14,485		18,023		14,456
Distributions	(9,861)		(40,205)		(27,586)
Gain (loss)	(24,398)		(23,201)		101,288
Foreign currency translation	(854)		(2,077)		(41)

Ending balance	$	129,012	$	149,640	$	197,100

The Company also invests, with minority positions, directly in equity of predominantly privately-held companies. Strategic investments are summarized below:


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Beginning balance	$	51,712	$	24,704	$	13,996
Acquired investments	142,477		35,540		10,748
Distributions	(2,732)		(789)		—
Gain (loss)	(2,377)		(7,219)		(427)
Foreign currency translation	(6,490)		(524)		387
Ending balance	$	182,590	$	51,712	$	24,704

In April 2022, the Company acquired a 49% equity interest in a supplier supporting the DSA reportable segment (the Investee) for $90.0 million up front and an additional future contingent payment of up to $5.0 million based upon the Investee’s future performance. The total allocable basis of the investment exceeds the proportional interest in the Investee’s underlying net assets by $86.7 million, which has been allocated primarily to goodwill, intangible assets (client relationships and backlog), and deferred tax liabilities in the amount of $26.2 million, $71.2 million, and $10.7 million respectively.

FAIR VALUE

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Current assets measured at fair value:	(in thousands)
Cash equivalents	$	—	$	78	$	—	$	78
Other assets:
Life insurance policies	—		34,527				34,527

Total assets measured at fair value	$	—	$	34,605	$	—	$	34,605

Accrued liabilities measured at fair value:
Contingent consideration	$	—	$	—	$	13,431	$	13,431
Other long-term liabilities measured at fair value:

Interest rate swap	—		1,523		—		1,523
Total liabilities measured at fair value	$	—	$	1,523	$	13,431	$	14,954


	December 25, 2021
	Level 1		Level 2		Level 3		Total
Current assets measured at fair value:	(in thousands)
Cash equivalents	$	—	$	893	$	—	$	893
Other assets:
Life insurance policies	—		42,918		—		42,918
Total assets measured at fair value	$	—	$	43,811	$	—	$	43,811

Accrued liabilities measured at fair value:
Contingent consideration	$	—	$	—	$	11,794	$	11,794
Other long-term liabilities measured at fair value:
Contingent consideration	—		—		25,450		25,450
Total liabilities measured at fair value	$	—	$	—	$	37,244	$	37,244

During fiscal years 2022 and 2021, there were no transfers between fair value levels.

Contingent Consideration

The following table provides a rollforward of the contingent consideration related to the Company’s acquisitions.


	Fiscal Year
	2022		2021		2020
	(in thousands)
Beginning balance	$	37,244	$	2,328	$	712
Additions	3,838		71,559		2,131
Payments	(11,476)		(2,889)		(230)
Total gains or losses (realized/unrealized):
Adjustment of previously recorded contingent liability	(15,340)		(33,386)		(468)
Foreign currency translation	(835)		(368)		183
Ending balance	$	13,431	$	37,244	$	2,328

The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The remaining maximum potential payments are approximately $57 million, of which the value accrued as of December 31, 2022 is approximately $13 million. The weighted average probability of achieving the maximum target is approximately 24%. The average volatility and weighted average cost of capital are approximately 40% and 16%, respectively.

Cash Flow Hedge

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In November 2022, the Company entered into an interest rate swap with a notional amount of $500 million to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility, at a fixed rate of 4.700% making the total interest rate 5.825% at our current spread. As of December 31, 2022, the Company assessed the hedging relationship and determined it to be highly effective. As such, the net change in fair values of the derivative instruments was recorded in accumulated other comprehensive income.

Debt Instruments

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

The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other

observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value and fair value of the Company’s Senior Notes is summarized below:


	December 31, 2022				December 25, 2021
	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
4.25% Senior Notes due 2028	$	500,000	$	460,450	$	500,000	$	521,250
3.75% Senior Notes due 2029	500,000		442,200		500,000		506,700
4.00% Senior Notes due 2031	500,000		432,500		500,000		507,500

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table provides a rollforward of the changes in the carrying amount of the Company’s goodwill:


	RMS		DSA(1)		Manufacturing		Total
	(in thousands)
December 26, 2020	$	287,759	$	1,378,130	$	143,279	$	1,809,168
Acquisitions	—		123,091		851,828		974,919
Divestitures	(4,129)		—		(27,764)		(31,893)
Foreign exchange	(106)		(28,715)		(11,492)		(40,313)
December 25, 2021	283,524		1,472,506		955,851		2,711,881
Acquisitions	215,752		—		(592)		215,160
Divestitures	—		—		(3,168)		(3,168)
Foreign exchange	(1,566)		(38,905)		(33,499)		(73,970)
December 31, 2022	$	497,710	$	1,433,601	$	918,592	$	2,849,903
(1) DSA includes accumulated impairment losses of $1 billion, which were recognized in fiscal years 2008 and 2010.

Based on the Company’s quantitative goodwill impairment test, which was performed in the fourth quarter for each of the fiscal years 2022, 2021 and 2020, the fair value of each reporting unit exceeded the reporting unit’s book value and, therefore, goodwill was not impaired.

The increase in goodwill during fiscal year 2022 related primarily to the acquisition of Explora BioLabs in the RMS reportable segment, partially offset by a decrease due to the Avian divestiture impacting the Manufacturing reportable segment. The increase in goodwill during fiscal year 2021 related primarily to the acquisitions of Cognate and Vigene in the Manufacturing reportable segment and Distributed Bio and Retrogenix in the DSA reportable segment, partially offset by the decreases in the RMS and Manufacturing reportable segments due to the divestitures of RMS Japan and CDMO Sweden, respectively.

Intangible Assets, Net

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


	December 31, 2022						December 25, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
	(in thousands)
Backlog	$	15,236	$	(12,512)	$	2,724	$	12,577	$	(9,517)	$	3,060
Technology	129,626		(101,655)		27,971		135,764		(95,454)		40,310
Trademarks and trade names	12,617		(4,410)		8,207		13,086		(3,448)		9,638
Other	37,985		(22,122)		15,864		35,231		(8,445)		26,786
Client relationships	1,491,926		(591,417)		900,509		1,475,757		(494,359)		981,398
Intangible assets	$	1,687,390	$	(732,116)	$	955,275	$	1,672,415	$	(611,223)	$	1,061,192

The decrease in intangible assets, net during fiscal year 2022 related primarily to normal amortization over the useful lives and the Avian divestiture, partially offset by the acquisition of Explora BioLabs.

Amortization expense of definite-lived intangible assets, including client relationships, for fiscal years 2022, 2021 and 2020 was $146.6 million, $124.9 million and $111.9 million, respectively. As of December 31, 2022, estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows:


Fiscal Year	Amortization Expense
	(in thousands)
2023	$	134,311
2024	$	122,612
2025	$	115,856
2026	$	108,436
2027	$	97,700

DEBT AND OTHER FINANCING ARRANGEMENTS

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT AND OTHER FINANCING ARRANGEMENTS

Long-term debt, net and finance leases consists of the following:


	December 31, 2022		December 25, 2021
	(in thousands)

Revolving facility	$	1,197,586	$	1,161,431
4.25% Senior Notes due 2028	500,000		500,000
3.75% Senior Notes due 2029	500,000		500,000
4.00% Senior Notes due 2031	500,000		500,000
Other debt	1,594		368
Finance leases	30,646		27,223
Total debt and finance leases	2,729,826		2,689,022
Less:
Current portion of long-term debt	1,347		101
Current portion of finance leases	2,330		2,694
Current portion of long-term debt and finance leases	3,677		2,795
Long-term debt and finance leases	2,726,149		2,686,227
Debt discount and debt issuance costs	(18,618)		(22,663)
Long-term debt, net and finance leases	$	2,707,531	$	2,663,564

As of December 31, 2022 and December 25, 2021, the weighted average interest rate on the Company’s debt was 4.58% and 2.78%, respectively. In fiscal year 2021, the Company prepaid $500 million of Senior Notes due in 2026 along with $21 million of related debt extinguishment costs and $13 million of accrued interest using proceeds from additional senior notes issued on the same day. The payment of the 2026 Senior Notes was accounted for as a debt extinguishment. Approximately $21 million of debt extinguishment costs and $5 million of deferred financing costs write-offs were recorded in Interest expense during fiscal year 2021.

Revolving facility (Credit Facility)

The Company has a revolving credit facility “Credit Facility” that provides for up to $3.0 billion of multi-currency revolving credit. The Credit Facility has a maturity date of April 2026, with no required scheduled payment before that date. The interest rates applicable to the revolving facility are equal to (A) for revolving loans denominated in U.S. dollars, at the Company’s option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1.0%) or the adjusted LIBOR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio.

The Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company’s business and negative and affirmative covenants. These covenants include (1) maintenance of a ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.50 to 1.0 as well as (2) maintenance of a ratio of consolidated indebtedness to consolidated EBITDA for any period of four consecutive fiscal quarters, of no more than 4.25 to 1.0. As of December 31, 2022 and December 25, 2021, the Company was compliant with all financial

covenants under the Credit Facility. The obligations of the Company under the Credit Facility are collateralized by substantially all of the assets of the Company.

2028 Senior Notes

In fiscal year 2019, the Company issued $500 million of 4.25% Senior Notes due in 2028 (2028 Senior Notes) in an unregistered offering. Interest on the 2028 Senior Notes is payable semi-annually on May 1 and November 1.

2029 Senior Notes and 2031 Senior Notes

In fiscal year 2021, the Company issued $1 billion of debt split between $500 million of 3.75% Senior Notes due in 2029 (2029 Senior Notes), and $500 million of 4.00% Senior Notes due in 2031 (2031 Senior Notes), in an unregistered offering. Interest on the 2029 and 2031 Senior Notes is payable semi-annually on March 15 and September 15. Approximately $10 million of deferred financing costs were capitalized as part of this debt issuance. Proceeds from the 2029 and 2031 Senior Notes were used as follows: prepay the $500 million 2026 Senior Notes, $21 million of debt extinguishment costs, and $13 million of accrued interest; prepay the $146.9 million remaining term loan; pay down $135 million of the revolving facility; and pay for a portion of the Cognate acquisition, which occurred on March 29, 2021.

Foreign currency transactions

During fiscal years 2022 and 2021, the Company had multiple U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility, which were between $250 million and $400 million each. To limit this foreign currency exposure, the Company entered into foreign exchange forward contracts, which are not designated as hedging instruments. The gains and losses incurred on these transactions were as follows:


	December 31, 2022		December 25, 2021		Affected Line Item in the Consolidated Statements of Income
	(in thousands)
Gain (loss) on foreign exchange forward contract	$	49,712	$	34,131	Interest expense
Gain (loss) on foreign debt remeasurement	(46,529)		(31,830)		Other income (expense)

Principal Maturities

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


	Principal
	(in thousands)
2023	$	1,347
2024	247
2025	—
2026	1,197,586
2027	—
Thereafter	1,500,000
Total	$	2,699,180

Letters of Credit

As of December 31, 2022 and December 25, 2021, the Company had $18.6 million and $17.7 million, respectively, in outstanding letters of credit.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

EQUITY AND NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

EQUITY AND NONCONTROLLING INTERESTS

Earnings Per Share

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


	Fiscal Year
	2022		2021		2020
	(in thousands)
Numerator:
Net income	$	492,608	$	398,837	$	365,306
Less: Net income attributable to noncontrolling interests	6,382		7,855		1,002
Net income attributable to common shareholders	$	486,226	$	390,982	$	364,304

Denominator:
Weighted-average shares outstanding—Basic	50,812		50,293		49,550
Effect of dilutive securities:
Stock options, restricted stock units and performance share units	489		1,132		1,061
Weighted-average shares outstanding—Diluted	51,301		51,425		50,611

Anti-dilutive common stock equivalents(1)	560		152		249

(1) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Treasury Shares

The Company’s Board of Directors has authorized a $1.3 billion stock repurchase program. As of December 31, 2022, the Company had $129.1 million remaining on the authorized stock repurchase program.

The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. The Company acquired shares of 0.1 million in fiscal years 2022 and 2021, for $38.7 million and $40.7 million, respectively, from such netting.

Prior to the end of fiscal years 2022, 2021 and 2020, the Company’s Board of Directors approved the cancellation and return to the Company’s authorized and unissued capital stock, reducing treasury stock on the Company’s consolidated balance sheet. The Company allocated the excess of the repurchase price over the par value of shares acquired to reduce both retained earnings and additional paid-in capital.

Accumulated Other Comprehensive Income (Loss)

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


	Foreign Currency Translation Adjustment and Other		Pension and Other Post-Retirement Benefit Plans		Net Unrealized Loss on Cash Flow Hedge		Total
	(in thousands)
December 28, 2019	$	(87,578)	$	(90,441)	$	—	$	(178,019)
Other comprehensive income before reclassifications (1)	20,909		15,747		—		36,656
Amounts reclassified from accumulated other comprehensive income	—		17,861		—		17,861
Net current period other comprehensive (loss) income	20,909		33,608		—		54,517
Income tax (benefit) expense	7,215		8,157		—		15,372
December 26, 2020	(73,884)		(64,990)		—		(138,874)
Other comprehensive income before reclassifications (1)	(30,316)		(1,193)		—		(31,509)
Amounts reclassified from accumulated other comprehensive income	—		1,678		—		1,678
Net current period other comprehensive (loss) income	(30,316)		485		—		(29,831)
Income tax (benefit) expense	(6,027)		2,062		—		(3,965)
December 25, 2021	(98,173)		(66,567)		—		(164,740)
Other comprehensive (loss) income before reclassifications (1)	(125,507)		24,471		(1,523)		(102,559)
Amounts reclassified from accumulated other comprehensive income	—		3,337		—		3,337
Net current period other comprehensive (loss) income	(125,507)		27,808		(1,523)		(99,222)
Income tax (benefit) expense	(5,895)		4,355		(365)		(1,905)
December 31, 2022	$	(217,785)	$	(43,114)	$	(1,158)	$	(262,057)
(1) The impact of the foreign currency translation adjustment to other comprehensive income (loss) before reclassifications was primarily due to the effect of changes in foreign currency exchange rates of the Japanese Yen, Euro, British Pound, Canadian Dollar, Chinese Yuan Renminbi, and Hungarian Forint and to a lesser extent due to the impact of changes in the Brazilian Real.

Nonredeemable Noncontrolling Interest

The Company has an investment in an entity whose financial results are consolidated in the Company’s financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as noncontrolling interest within Equity in the accompanying consolidated balance sheets. The activity within the nonredeemable noncontrolling interest (net income less dividends declared) during fiscal years 2022, 2021, and 2020 was not significant.

Redeemable Noncontrolling Interests

The Company holds a 92% ownership interest in Vital River, a commercial provider of research models and related services in China as of December 31, 2022. The company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor, which represents a derivative embedded within the equity instrument. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($24.4 million) as of December 31, 2022) and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. The amount that the Company could be required to pay to purchase the remaining 8% equity interest is not limited. During the fourth quarter of fiscal 2022, the Company exercised its option to acquire the remaining 8%; however, has not yet closed the purchase of the remaining equity interest.

In 2019, the Company acquired an 80% equity interest in a subsidiary that is fully consolidated under the voting interest model, which includes a 10% redeemable noncontrolling interest. In June 2022, the Company purchased an additional 10% interest in the subsidiary for $15.0 million. Beginning in 2024, the Company has the right to purchase, and the noncontrolling interest

holders have the right to sell (Put/call option), the remaining 10% equity interest at its appraised value ($17.0 million as of December 31, 2022). The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. The amount that the Company could be required to pay to purchase the remaining 10% equity interest is not limited.

The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests:


	Fiscal Year
	2022		2021		2020
	(in thousands)
Beginning balance	$	53,010	$	25,499	$	28,647
Adjustments to redemption value	7,506		21,312		—
Additional purchases	(15,000)		—		(3,732)
Net income (loss)	4,020		5,375		(852)
Dividends	(3,525)		—		—
Foreign currency translation	(3,584)		824		1,436
Ending balance	$	42,427	$	53,010	$	25,499

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

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


	Fiscal Year
	2022		2021		2020
	(in thousands)
Income before income taxes:
U.S.	$	280,075	$	129,598	$	226,935
Non-U.S.	342,912		351,112		220,179
Total income before income taxes	$	622,987	$	480,710	$	447,114
Income tax provision (benefit):
Current:
Federal	$	75,052	$	32,728	$	38,192
Foreign	68,644		60,197		35,410
State	19,790		9,257		6,623
Total current	163,486		102,182		80,225
Deferred:
Federal	(27,230)		(27,486)		386
Foreign	(1,134)		13,891		5,583
State	(4,743)		(6,714)		(4,386)
Total deferred	(33,107)		(20,309)		1,583
Total provision for income taxes	$	130,379	$	81,873	$	81,808

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


	Fiscal Year
	2022		2021		2020
U.S. statutory income tax rate	21.0	%	21.0	%	21.0	%
Foreign tax rate differences	0.4		0.1		1.2
State income taxes, net of federal tax benefit	2.3		0.8		0.4
Non-deductible compensation	0.9		1.2		1.0
Research tax credits and enhanced deductions	(3.8)		(5.0)		(3.4)
Stock-based compensation	(1.4)		(4.3)		(2.7)
Enacted tax rate changes	0.4		3.0		0.7
Tax on unremitted earnings	1.6		1.8		1.3
Impact of tax uncertainties	(1.3)		0.7		(0.2)
Impact of acquisitions and restructuring	2.0		(1.6)		0.5
Net operating loss deferred tax asset recognition, net of valuation allowance (NOL DTA)	(0.8)		—		(0.1)
Other	(0.4)		(0.7)		(1.4)
Effective income tax rate	20.9	%	17.0	%	18.3	%

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


	December 31, 2022		December 25, 2021
	(in thousands)
Deferred tax assets:
Compensation	$	26,341	$	28,900
Accruals and reserves	16,938		23,760
Net operating loss and credit carryforwards	382,932		410,156
Operating lease liability	100,156		65,592
Other	27,132		8,323
Valuation allowance	(294,753)		(315,645)
Total deferred tax assets	258,746		221,086
Deferred tax liabilities:
Goodwill and other intangibles	(256,234)		(280,081)
Depreciation related	(48,965)		(35,514)
Venture capital investments	(12,007)		(16,018)
Tax on unremitted earnings	(16,407)		(21,060)
Right-of-use assets	(91,716)		(64,257)
Other	(7,737)		(3,650)
Total deferred tax liabilities	(433,066)		(420,580)
Net deferred taxes	$	(174,320)	$	(199,494)

The Company has recognized its deferred tax assets on the belief that it is more likely than not that they will be realized. Exceptions primarily relate to deferred tax assets for net operating losses in Luxembourg, Sweden, certain capital losses, and fixed assets in the U.K.

A reconciliation of the Company’s beginning and ending valuation allowance are as follows:


	Fiscal Year
	2022		2021		2020
Beginning balance	$	315,645	$	334,845	$	309,962
Additions (reductions) charged to income tax provision, net	1,929		1,023		(2,707)
Additions due to acquisitions	—		7,747		—
Reductions due to divestitures, restructuring	(5,337)		(4,706)		—
Currency translation and other	(17,484)		(23,264)		27,590
Ending balance	$	294,753	$	315,645	$	334,845

As of December 31, 2022, the Company had tax-effected deferred tax assets for net operating loss carryforwards of $336.6 million, as compared to $368.5 million as of December 25, 2021. Of this amount, $25.0 million are definite-lived and begin to expire in 2027, and the remainder of $311.6 million can be carried forward indefinitely. The Company has deferred tax assets for tax credit carryforwards of $46.3 million. The entire $46.3 million are definite-lived and begin to expire after 2039. Additionally, the Company records a benefit to operating income for research and development and other credits in Quebec, France, the Netherlands, and the U.K. related to its DSA facilities.

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


	Fiscal Year
	2022		2021		2020
	(in thousands)
Beginning balance	$	32,592	$	24,970	$	19,665
Additions to tax positions for current year	4,756		9,544		7,044

Additions to tax positions for prior years	962		2,476		4,589
Reductions to tax positions for prior years	(1,420)		(1,330)		(127)
Settlements	(10,514)		(1,870)		(5,859)
Expiration of statute of limitations	(3,134)		(1,198)		(342)
Ending balance	$	23,242	$	32,592	$	24,970

The $9.4 million decrease in unrecognized income tax benefits during fiscal year 2022 as compared to the corresponding period in 2021 is primarily attributable to audit settlements associated with amended U.S. state tax returns and Canadian Scientific Research and Experimental Development (SR&ED) credits, and statute of limitations lapses, partially offset by an additional year of SR&ED credit additions. The amount of unrecognized income tax benefits that, if recognized, would favorably impact the effective tax rate was $20.3 million as of December 31, 2022 and $30.0 million as of December 25, 2021. The $9.7 million decrease is primarily due to the same items noted above. It is reasonably possible as of December 31, 2022 that the liability for unrecognized tax benefits for the uncertain tax position will decrease by approximately $0.5 million over the next twelve-month period. The Company continues to recognize interest and penalties related to unrecognized income tax benefits in income tax expense. The total amount of cumulative accrued interest related to unrecognized income tax benefits as of December 31, 2022 and December 25, 2021 was $1.4 million and $1.7 million, respectively. Interest expense recorded as a component of income taxes was immaterial for all periods. There were no accrued penalties related to unrecognized income tax benefits as of December 31, 2022 or as of December 25, 2021.

The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2019.

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

Prepaid income tax of $88.6 million and $84.7 million has been presented within Other current assets in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively. Accrued income taxes of $39.9 million and $26.2 million have been presented within Other current liabilities in the accompanying consolidated balance sheets as of December 31, 2022 and December 25, 2021, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

Pension Plans

The Charles River Pension Plan (U.K. Pension Plan) is a defined contribution and defined benefit pension plan covering certain U.K. employees. Benefits are based on participants’ final pensionable salary and years of service. Participants’ rights vest immediately. The plan was previously amended to exclude new participants from joining the defined benefit section of the plan and a defined contribution section was established for new entrants. Contributions under the defined contribution plan are determined as a percentage of gross salary. Additionally, the U.K. Pension Plan was amended such that the members of the defined benefit section of the plan ceased to accrue additional benefits; however, their benefits continue to be adjusted for changes in their final pensionable salary or a specified inflation index, as applicable. During fiscal 2022, the Company made no contributions to the U.K. Pension Plan. As of fiscal 2022 year-end, this plan was in a funded status of $38.7 million.

During 2022, the Company terminated a non-contributory defined benefit plan that covered certain employees in Canada (Canada Pension Plan). As of the most recent plan valuation date (December 25, 2021) the Canada Pension Plan was underfunded with a projected benefit obligation of $15.3 million, plan assets of $11.7 million, and unrecognized losses of $4.1 million recorded in accumulated other comprehensive income. Upon settlement of the pension liability in fiscal year 2022, the Company recognized a $1.0 million loss related to the net periodic benefit cost recorded in Other expense in the consolidated statements of income.

During 2020, the Company settled all remaining benefits directly with vested participants of the Charles River Laboratories, Inc. Pension Plan (U.S. Pension Plan) through lump sum payouts and the purchase of a group annuity contract from a qualified insurance company to administer all future payments. Upon settlement of the pension liability, the Company recognized a non-cash settlement charge of $10.3 million related to pension losses, reclassified from accumulated other comprehensive loss on the consolidated balance sheet, to other expense in the consolidated statements of income.

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

The net periodic benefit cost (income) associated with these plans for fiscal years 2022, 2021 and 2020 totaled $0.1 million, $0.5 million and $1.6 million, respectively.

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

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

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

In addition to the DCP, certain officers and key employees also participate, or in the past participated, in the Company’s Executive Supplemental Life Insurance Retirement Plan (ESLIRP), which is a non-funded, non-qualified arrangement. Annual benefits under this plan will equal a percentage of the highest five consecutive years of compensation, offset by amounts payable under the U.S. Pension Plan and Social Security. In connection with the establishment of the DCP, certain active ESLIRP participants, who agreed to convert their accrued ESLIRP benefit to a comparable deferred compensation benefit, discontinued their direct participation in the ESLIRP. Instead, the present values of the accrued benefits of ESLIRP participants were credited to their DCP accounts, and future accruals are converted to present values and credited to their DCP accounts annually. In fiscal year 2020, one executive officer, who converted their ESLIRP benefit into the DCP, retired resulting in lump sum payment of $8.1 million. Upon settlement of this pension liability, the Company recognized a non-cash settlement charge of $2.1 million related to pension losses, reclassified from accumulated other comprehensive loss on the consolidated balance sheet, to other expense in the consolidated statements of income.

The net periodic benefit cost associated with these plans for fiscal years 2022, 2021 and 2020 totaled $4.3 million, $4.3 million and $5.7 million, respectively.

The Company has invested in several corporate-owned key-person life insurance policies with the intention of using these investments to fund the ESLIRP and the DCP. Participants have no interest in any such investments. As of December 31, 2022 and December 25, 2021, the cash surrender value of these life insurance policies were $41.9 million and $51.0 million, respectively.

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


	December 31, 2022		December 25, 2021
	(in thousands)
Change in projected benefit obligations:
Benefit obligation at beginning of year	$	372,599	$	367,468
Service cost	3,213		3,455
Interest cost	6,140		5,492

Benefit payments	(6,469)		(7,564)
Curtailment	(2,477)		—
Settlements	(11,939)		(82)

Transfer out due to divestiture	—		(11,956)
Actuarial (gain) loss	(134,923)		18,107

Effect of foreign exchange	(20,593)		(2,321)
Benefit obligation at end of year	$	205,551	$	372,599
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$	335,631	$	324,752
Actual return on plan assets	(105,749)		24,151
Employer contributions	4,558		11,221
Settlements	(11,939)		(82)
Transfer out due to divestiture	—		(15,918)
Benefit payments	(6,469)		(7,564)
Administrative expenses paid	—		—
Effect of foreign exchange	(23,492)		(929)
Fair value of plan assets at end of year	$	192,540	$	335,631

Net balance sheet liability	$	13,011	$	36,968

Amounts recognized in balance sheet:
Noncurrent assets	$	39,185	$	39,621
Current liabilities	1,151		1,876
Noncurrent liabilities	51,045		74,713

Actuarial gains and losses are driven by changes in economic assumptions, principally discount rates. Amounts recognized in accumulated other comprehensive loss related to the Company’s pension, DCP and ESLIRP plans are as follows:


	Fiscal Year
	2022		2021
	(in thousands)
Net actuarial loss	$	54,509	$	82,746
Net prior service cost (credit)	(585)		(1,091)
Net amount recognized	$	53,924	$	81,655

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


	December 31, 2022		December 25, 2021
	(in thousands)
Accumulated benefit obligation	$	48,414	$	75,133
Fair value of plan assets	2,258		12,663

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


	December 31, 2022		December 25, 2021
	(in thousands)
Projected benefit obligation	$	55,304	$	96,089
Fair value of plan assets	3,108		19,500

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


	Fiscal Year
	2022		2021		2020
	(in thousands)
Service cost	$	3,213	$	3,455	$	3,609
Interest cost	6,140		5,492		8,849
Expected return on plan assets	(7,322)		(8,058)		(11,348)
Amortization of prior service credit	(506)		(531)		(489)
Amortization of net loss	2,869		4,528		6,239
Other	—		—		417
Net periodic benefit cost	4,394		4,886		7,277
Settlement	981		(2,320)		12,385
Total benefit cost	$	5,375	$	2,566	$	19,662

Assumptions

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


	December 31, 2022		December 25, 2021
Discount rate	4.8	%	1.8	%
Rate of compensation increase	3.2	%	3.7	%

The discount rate reflects the rate the Company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. A 25-basis point change across all discount rates changes the projected benefit obligation by approximately $7 million for all Company plans.

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


	December 31, 2022		December 25, 2021		December 26, 2020
Discount rate	1.8	%	1.5	%	2.1	%
Expected long-term return on plan assets	2.4	%	2.5	%	3.4	%
Rate of compensation increase	3.7	%	3.0	%	3.0	%

A 0.5% decrease in the expected rate of return would increase annual pension expense by $1.0 million.

In fiscal years 2022 and 2021, new mortality improvement scales were issued in the U.S. and the United Kingdom (U.K.) reflecting a decline in longevity projection from previous releases the Company adopted, which decreased the Company’s benefit obligations by $0.2 million and $0.5 million as of December 31, 2022 and December 25, 2021, respectively.

Plan Assets

The Company invests its pension assets with the objective of achieving a total long-term rate of return sufficient to fund future pension obligations and to minimize future pension contributions. The Company is willing to tolerate a commensurate level of risk to achieve this objective. The Company controls its risk by maintaining a diversified portfolio of asset classes. Plan assets did not include any of the Company’s common stock as of December 31, 2022 or December 25, 2021. The weighted-average target asset allocations are 6.1% to equity securities, 85.7% to fixed income securities and 8.2% to other securities.

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


	December 31, 2022								December 25, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Cash and cash equivalents	$	362	$	5,153	$	—	$	5,515	$	8,142	$	4,549	$	—	$	12,691
Equity securities (1)	—		9,308		—		9,308		—		60,872		—		60,872
Debt securities (2)	—		123,638		—		123,638		—		140,082		—		140,082
Mutual funds (3)	8,380		9,372		—		17,752		7,071		69,269		—		76,340
Other (4)	—		36,268		59		36,327		—		44,568		1,078		45,646
Total	$	8,742	$	183,739	$	59	$	192,540	$	15,213	$	319,340	$	1,078	$	335,631
(1) This category comprises equity investments and securities held by non-U.S. pension plans valued at the quoted closing price and translated into U.S. dollars using a foreign currency exchange rate at year end.
(2) This category comprises debt investments and securities held by non-U.S. pension plans valued at the quoted closing price and translated into U.S. dollars using a foreign currency exchange rate at year end. Holdings primarily include investment-grade corporate bonds and treasuries at various durations.
(3) This category comprises mutual funds valued at the net asset value of shares held by non-U.S. pension plans at year end and translated into U.S. dollars using a foreign currency exchange rate at year end.
(4) This category mainly comprises fixed income securities tied to various U.K. government bond yields held by non-US pension plans valued at the net asset value of shares held at year-end and translated into U.S. dollars using a foreign currency exchange rate at year end.

The activity within the Level 3 pension plan assets was not significant during the periods presented.

During fiscal year 2022, the Company contributed $2.9 million to the pension plans and does not expect to make contributions in fiscal year 2023. During fiscal year 2022, the Company paid $1.6 million directly to certain participants outside of plan assets.

Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligation as of 2022. Benefit payments will depend on future employment and compensation levels, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for fiscal years 2028 through 2032, are as follows.


Fiscal Year	Pension Plans
	(in thousands)
2023	$	5,607
2024	6,714
2025	6,734
2026	44,308
2027	7,769
2028-2032	48,718

Charles River Laboratories Employee Savings Plan

The Charles River Laboratories Employee Savings Plan is a defined contribution plan in the form of a qualified 401(k) plan in which substantially all U.S. employees are eligible to participate upon employment. The plan contains a provision whereby the Company matches a percentage of employee contributions. During fiscal years 2022, 2021 and 2020, the costs associated with this defined contribution plan totaled $28.8 million, $24.0 million and $14.6 million, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

The Company has stock-based compensation plans under which employees and non-employee directors are granted stock-based awards such as stock options, RSUs, and PSUs.

During fiscal years 2022, 2021 and 2020, the primary share-based awards and their general terms and conditions are as follows:

•Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 4 years; and typically expire 5 or 10 years from date of grant.

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

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

As of December 31, 2022, approximately 5.3 million shares were authorized for future grants under the Company’s share-based compensation plans. The Company settles employee share-based compensation awards with newly issued shares. The following table provides stock-based compensation by the financial statement line item in which it is reflected:


	Fiscal Year
	2022		2021		2020
	(in thousands)
Cost of revenue	$	14,853	$	13,087	$	10,636
Selling, general and administrative	58,764		58,387		45,705
Stock-based compensation, before income taxes	73,617		71,474		56,341
Provision for income taxes	(10,969)		(10,299)		(8,130)
Stock-based compensation, net of income taxes	$	62,648	$	61,175	$	48,211

No stock-based compensation related costs were capitalized in fiscal years 2022, 2021 and 2020.

Stock Options

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


	Number of shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Options outstanding as of December 25, 2021	917	$	175.24
Options granted	214	$	243.05
Options exercised	(219)	$	114.88
Options canceled	(30)	$	241.35
Options outstanding as of December 31, 2022	882	$	204.41	5.7	$	34,579
Options exercisable as of December 31, 2022	369	$	169.27	3.5	$	23,443
Options expected to vest as of December 31, 2022	514	$	229.64	7.3	$	11,136

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


	Fiscal Year
	2022		2021		2020
Expected life (in years)	6.0		6.0		6.0
Expected volatility	33	%	32	%	30	%
Risk-free interest rate	2.7	%	1.0	%	0.4	%
Expected dividend yield	0	%	0	%	0	%

The weighted-average grant date fair value of stock options granted was $90.05, $108.61 and $53.37 for fiscal years 2022, 2021 and 2020, respectively.

As of December 31, 2022, the unrecognized compensation cost related to unvested stock options expected to vest was $23.3 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years.

The total intrinsic value of options exercised during fiscal years 2022, 2021 and 2020 was $33.2 million, $94.4 million and $48.6 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price.

Restricted Stock Units

The following table summarizes the restricted stock units activity for fiscal year 2022:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
	(in thousands)
December 25, 2021	373	$	197.45
Granted	158	$	245.11
Vested	(141)	$	176.04
Canceled	(26)	$	243.42
December 31, 2022	364	$	226.43

As of December 31, 2022, the unrecognized compensation cost related to shares of unvested RSUs expected to vest was $48.1 million, which is expected to be recognized over an estimated weighted-average amortization period of 2.8 years. The total fair value of RSU grants that vested during fiscal years 2022, 2021 and 2020 was $24.8 million, $22.8 million and $20.0 million, respectively.

Performance Based Stock Award Program

The Company issues PSUs to certain corporate officers. The number of shares of common stock issued for each PSU is adjusted based on a performance condition linked to the Company’s financial performance. Certain awards are further adjusted based on a market condition, which is calculated based on the Company’s stock performance relative to a peer group over the three-year vesting period. The fair value of the market condition is reflected in the fair value of the award at grant date.

The Company utilizes a Monte Carlo simulation valuation model to value these awards. Information pertaining to the Company’s PSUs and the related estimated weighted-average assumptions used to calculate their fair value were as follows:


	Fiscal Year
	2022			2021			2020
	(shares in thousands)
PSUs granted	134			64			98
Weighted average grant date fair value	$	210.42		$	407.76		$	209.67
Key assumptions:
Expected volatility	39		%	37		%	35		%
Risk-free interest rate	2.6		%	0.2		%	0.2		%
Expected dividend yield	0		%	0		%	0		%
Total shareholder return of 20-trading day average stock price on grant date	(32.7)		%	39.9		%	21.7		%

The maximum number of common shares to be issued upon vesting of PSUs is 0.3 million. For fiscal years 2022, 2021 and 2020, the Company recognized stock-based compensation related to PSUs of $31.2 million, $31.8 million and $22.7 million, respectively. The total fair value of PSUs that vested during fiscal years 2022, 2021 and 2020 was $31.0 million, $26.0 million and $20.9 million, respectively.

In fiscal years 2021 and 2020, the Company also issued approximately 5,000 and 9,000 PSUs using a weighted-average grant date fair value per share of $477.52 and $179.66, respectively. These PSUs vest upon the achievement of financial targets and other performance measures.

RESTRUCTURING AND ASSET IMPAIRMENTS

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND ASSET IMPAIRMENTS

Global Restructuring Initiatives

In recent fiscal years, the Company has undertaken productivity improvement initiatives within all reportable segments at various locations across the U.S., Canada, and Europe. This includes workforce right-sizing and scalability initiatives, resulting in severance and transition costs; and cost related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. The Company does not have any significant remaining lease obligations for facilities associated with restructuring activities.

The following table presents restructuring costs by reportable segment for these productivity improvement initiatives:


	Fiscal Year
	2022		2021		2020
	(in thousands)
RMS	$	1,007	$	7	$	845
DSA	851		3,114		8,605
Manufacturing	5,126		3,663		2,733
Unallocated corporate	1,229		72		411
Total	$	8,213	$	6,856	$	12,594

As of December 31, 2022 and December 25, 2021, $1.3 million and $4.0 million, respectively, of severance and other personnel related costs liabilities and lease obligation liabilities were included in accrued compensation and accrued liabilities within the Company’s consolidated balance sheets.

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

Operating and Finance Leases

Right-of-use lease assets and lease liabilities are reported in the Company’s consolidated balance sheets as follows:


	December 31, 2022		December 25, 2021
	(in thousands)
Operating leases
Operating lease right-of-use assets, net	$	391,762	$	292,941

Other current liabilities	$	46,526	$	33,267
Operating lease right-of-use liabilities	389,745		252,972
Total operating lease liabilities	$	436,271	$	286,239

Finance leases
Property, plant and equipment, net	$	31,875	$	29,437

Current portion of long-term debt and finance leases	$	2,330	$	2,694
Long-term debt, net and finance leases	28,316		24,529
Total finance lease liabilities	$	30,646	$	27,223

The components of operating and finance lease costs were as follows:


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Operating lease costs	$	59,671	$	45,728	$	32,965
Finance lease costs:
Amortization of right-of-use assets	3,035		3,337		3,723
Interest on lease liabilities	1,441		1,280		1,306
Short-term lease costs	2,954		2,441		2,349
Variable lease costs	13,965		4,623		5,122
Sublease income	(1,912)		(2,008)		(1,673)
Total lease costs	$	79,154	$	55,401	$	43,792

Other information related to leases was as follows:

Supplemental cash flow information


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	48,360	$	42,576	$	29,961
Operating cash flows from finance leases	1,442		1,282		1,306
Finance cash flows from finance leases	2,257		3,202		4,350

Non-cash leases activity:
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	189,134	$	142,764	$	63,499
Right-of-use lease assets obtained in exchange for new finance lease liabilities	8,179		1,567		1,571

Lease term and discount rate


	As of		As of		As of
	December 31, 2022		December 25, 2021		December 26, 2020
Weighted-average remaining lease term (in years)
Operating lease	9.8		9.0		8.5
Finance lease	13.6		11.7		12.4
Weighted-average discount rate
Operating lease	4.3	%	3.6	%	4.5	%
Finance lease	5.3	%	4.4	%	4.1	%

At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows:


	Operating Leases		Finance Leases
	(in thousands)
2023	$	60,145	$	3,793
2024	63,679		3,689
2025	55,969		3,422
2026	51,881		2,962
2027	50,329		2,923
Thereafter	257,752		27,031
Total minimum future lease payments	539,755		43,820
Less: Imputed interest	103,484		13,174
Total lease liabilities	$	436,271	$	30,646

Total minimum future lease payments (predominantly operating leases) of approximately $83 million for leases that have not commenced as of December 31, 2022, as the Company does not yet control the underlying assets, are not included in the consolidated financial statements. These leases are expected to commence between fiscal years 2023 and 2024 with lease terms of approximately 10 to 15 years.

LEASES

Operating and Finance Leases

Right-of-use lease assets and lease liabilities are reported in the Company’s consolidated balance sheets as follows:


	December 31, 2022		December 25, 2021
	(in thousands)
Operating leases
Operating lease right-of-use assets, net	$	391,762	$	292,941

Other current liabilities	$	46,526	$	33,267
Operating lease right-of-use liabilities	389,745		252,972
Total operating lease liabilities	$	436,271	$	286,239

Finance leases
Property, plant and equipment, net	$	31,875	$	29,437

Current portion of long-term debt and finance leases	$	2,330	$	2,694
Long-term debt, net and finance leases	28,316		24,529
Total finance lease liabilities	$	30,646	$	27,223

The components of operating and finance lease costs were as follows:


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Operating lease costs	$	59,671	$	45,728	$	32,965
Finance lease costs:
Amortization of right-of-use assets	3,035		3,337		3,723
Interest on lease liabilities	1,441		1,280		1,306
Short-term lease costs	2,954		2,441		2,349
Variable lease costs	13,965		4,623		5,122
Sublease income	(1,912)		(2,008)		(1,673)
Total lease costs	$	79,154	$	55,401	$	43,792

Other information related to leases was as follows:

Supplemental cash flow information


	December 31, 2022		December 25, 2021		December 26, 2020
	(in thousands)
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	48,360	$	42,576	$	29,961
Operating cash flows from finance leases	1,442		1,282		1,306
Finance cash flows from finance leases	2,257		3,202		4,350

Non-cash leases activity:
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	189,134	$	142,764	$	63,499
Right-of-use lease assets obtained in exchange for new finance lease liabilities	8,179		1,567		1,571

Lease term and discount rate


	As of		As of		As of
	December 31, 2022		December 25, 2021		December 26, 2020
Weighted-average remaining lease term (in years)
Operating lease	9.8		9.0		8.5
Finance lease	13.6		11.7		12.4
Weighted-average discount rate
Operating lease	4.3	%	3.6	%	4.5	%
Finance lease	5.3	%	4.4	%	4.1	%

As of December 31, 2022, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows:


	Operating Leases		Finance Leases
	(in thousands)
2023	$	60,145	$	3,793
2024	63,679		3,689
2025	55,969		3,422
2026	51,881		2,962
2027	50,329		2,923
Thereafter	257,752		27,031
Total minimum future lease payments	539,755		43,820
Less: Imputed interest	103,484		13,174
Total lease liabilities	$	436,271	$	30,646

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Insurance The Company maintains certain insurance policies that maintain large deductibles up to approximately $2 million, some with or without stop-loss limits, depending on market availability. Insurance policies at certain locations are based on a percentage of the insured assets, for which deductibles for certain property may exceed $15.0 million in the event of a catastrophic event. In addition, the Company purchased representation and warranty insurance in support of some acquisitions, in which deductibles could reach $4.0 million. Litigation On February 16, 2023, the Company was informed by the U.S. Department of Justice (DOJ) that in conjunction with the U.S. Fish and Wildlife Service (USFWS), it had commenced an investigation into the Company’s conduct regarding several shipments of non-human primates from Cambodia. On February 17, 2023 the Company received a grand jury subpoena requesting certain documents related to such investigation. The Company is aware of a parallel civil investigation being undertaken by the DOJ and USFWS. The Company is cooperating with the DOJ and the USFWS and believes that the concerns raised with respect to the Company’s conduct are without merit. The Company maintains a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, and has operated under the belief that all shipments of non-human primates it received satisfied the material requirements, documentation and related processes and procedures of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) documentation and related processes and procedures, which guides the release of each import by USFWS. Notwithstanding our efforts and good-faith belief, in connection with the civil investigation, the Company has voluntarily suspended future shipments of non-human primates from Cambodia until such time that the Company and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported to the United States from Cambodia are purpose-bred. While these discussions with USFWS are ongoing, the Company has also agreed to continue to care for the Cambodia-sourced non-human primates from certain recent shipments that are now in the United States. The carrying value of the inventory related to these shipments is approximately $20 million. We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS or other governmental authorities as a result of the investigations. Neither the DOJ nor USFWS has provided the Company with any specific timeline or indication as to when these investigations or discussions regarding future processes and procedures will be concluded or resolved. Because it is in the early stages, the Company cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities. Aside from the matter above, the Company believes there are no other matters pending against the Company that could have a material impact on the Company’s business, financial condition, or results of operations. Guarantees The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal. Purchase Obligations The Company enters into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These unconditional purchase obligations exclude agreements that are cancellable at any time without penalty. The aggregate amount of the Company’s unconditional purchase obligations totaled approximately $375 million as of December 31, 2022 and the majority of these obligations are expected to be settled during 2023.

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Segment Reporting

Use of Estimates

Newly Adopted and Newly Issued Accounting Pronouncements

Newly Adopted Accounting Pronouncements

Newly Issued Accounting Pronouncements

Cash and Cash Equivalents, and Investments