UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_____________________________________ 
FORM 10-K
 
_____________________________________ 
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended January 1,December 30, 2016
Commission File Number 1-16137
 _____________________________________ 
GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
 
 _____________________________________ 

Delaware 16-1531026
(State of
Incorporation)
 
(I.R.S. Employer
Identification No.)
2595 Dallas Parkway
Suite 310
Frisco, Texas 75034
(Address of principal executive offices)
(716) 759-5600(214) 618-5243
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class: Name of Each Exchange on Which Registered:
Common Stock, Par Value $0.001 Per Share New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
   
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filerx Accelerated filer¨
     
Non-accelerated filer¨ Smaller reporting company¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
The aggregate market value of common stock held by non-affiliates as of July 3, 20151, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the last sale price of $53.50,$32.00, as reported on the New York Stock Exchange on that date: $1,342$967 million. Solely for the purpose of this calculation, shares held by directors and officers and 10 percent shareholdersstockholders of the registrant have been excluded. This exclusion should not be deemed a determination or an admission that these individuals are, in fact, affiliates of the registrant.
Shares of common stock outstanding as of March 1, 2016: 30,778,835February 24, 2017: 30,998,920
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are specifically incorporated by reference into the indicated parts of this report:
 
Document Part
Proxy Statement for the 20162017 Annual Meeting of Stockholders 
Part III, Item 10
“Directors, Executive Officers and Corporate Governance”
  
  
Part III, Item 11
“Executive Compensation”
  
  
Part III, Item 12
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
  
  
Part III, Item 13
“Certain Relationships and Related Transactions, and Director Independence”
  
  
Part III, Item 14
“Principal Accountant Fees and Services”

 






TABLE OF CONTENTS
ITEM
NUMBER
PAGE
NUMBER
PAGE
  
Item 1.
1A Risk FactorsBusiness.....................................................................................................................................................................
  
Item 1A.
1B Unresolved Staff CommentsRisk Factors...............................................................................................................................................................
  
Item 1B.
2 PropertiesUnresolved Staff Comments......................................................................................................................................
  
Item 2.
3 Legal ProceedingsProperties...................................................................................................................................................................
  
Item 3.
4 Legal Proceedings.....................................................................................................................................................
Item 4.
Mine Safety Disclosures............................................................................................................................................
 
Item 5.
  
Item 6.
6 Selected Financial Data.............................................................................................................................................
  
Item 7.
  
Item 7A.
7A Quantitative and Qualitative Disclosures About Market Risk..................................................................................
  
Item 8.
8 Financial Statements and Supplementary Data.........................................................................................................
  
Item 9.
  
Item 9A.
9A Controls and Procedures............................................................................................................................................
  
Item 9B.
9B Other Information......................................................................................................................................................
  
 
  
Item 10.
10 Directors, Executive Officers and Corporate Governance........................................................................................
  
Item 11.
11 Executive Compensation...........................................................................................................................................
  
Item 12.
  
Item 13.
13 Certain Relationships and Related Transactions, and Director Independence..........................................................
  
Item 14.
14 Principal AccountingAccountant Fees and Services....................................................................................................................
  
 
  
Item 15.
15 Exhibits and Financial Statement Schedules.............................................................................................................
  
Item 16.Form 10-K Summary.................................................................................................................................................
Signatures...........................................................................................................................................................

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PART I
ITEM 1.    BUSINESS
ITEM 1.
 BUSINESS
OVERVIEW
Greatbatch, Inc. manufacturesInteger Holdings Corporation, headquartered in Frisco, Texas, is among the world’s largest medical device outsource manufacturing companies, serving the cardiac, neuromodulation, orthopedics, vascular and develops high-qualityadvanced surgical markets. We also serve the non-medical power solutions market. We provide innovative, high quality medical devicestechnologies that enhance the lives of patients worldwide. In addition, we develop batteries for high-end niche applications in energy, military, and components primarily forenvironmental markets. Our brands include GreatbatchTM Medical, Lake Region MedicalTM and ElectrochemTM. Our primary customers include large, multi-national original equipment manufacturers (“OEMs”), which depend on us to design, develop and produce reliable, long-lasting, intellectual property protected medical device technologies. During the fourth quarter of 2015, Greatbatch, Inc. acquired all of the outstanding common stock of Lake Region Medical Holdings, Inc. (“Lake Region Medical”) creating one of the largest medical device outsource (“MDO”) manufacturers in the world serving the cardiac, neuromodulation, orthopaedics, cardio and vascular, advanced surgical, portable medical, energy, environmental and military markets. Simultaneous with the close of the Lake Region Medical acquisition, Greatbatch, Inc. also announced its intention to rename the combined entity Integer Holdings Corporation. Integer is defined as complete, whole, and comprehensive, and represents the joining of Greatbatch, Inc. and Lake Region Medical as well as the combined company's product and service offerings provided to customers. The new name is subject to Greatbatch shareholder approval at the May 2016 annual meeting.their affiliated subsidiaries. When used in this report, the terms “Greatbatch,“Integer,” “we,” “us,” “our” and the “Company” mean Greatbatch, Inc.Integer Holdings Corporation and its subsidiaries.
DuringOn October 27, 2015, we also announcedcompleted the acquisition of Lake Region Medical, headquartered in Wilmington, MA, in a cash and stock transaction for a total purchase price including debt assumed of approximately $1.77 billion. Lake Region Medical was primarily a manufacturer of interventional and diagnostic wire-formed medical devices and components specializing in minimally invasive devices for cardiovascular, endovascular, and neurovascular applications. The acquisition of Lake Region Medical added scale and diversity to our legacy operations, which has enhanced customer access and experience by providing a more comprehensive portfolio of technologies.
On March 14, 2016, we completed the spin-off of a portion of our former QiG reporting segment through a tax-free distribution of all of the shares of our QiG Group, LLC subsidiary (“QiG Group”) to theInteger’s stockholders of Greatbatchrecord as of the close of business on a pro rata basisMarch 7, 2016 (the “Spin-off”). Immediately prior to completion of the Spin-off, QiG Group, will beLLC was converted into a corporation organizedincorporated under the laws of Delaware and changechanged its name to Nuvectra Corporation (“Nuvectra”). In February 2016, the Board of Directors of Greatbatch approved the Spin-off with a distribution ratio whereby Greatbatch stockholders will receiveEach Integer stockholder received one share of Nuvectra common stock for every three shares of GreatbatchInteger common stock held. The Spin-offheld as of the record date. As a result, Nuvectra became an independent, publicly traded company listed on the NASDAQ stock exchange. Integer retains no ownership interest in Nuvectra.
Refer to Note 2 “Divestiture and Acquisitions” of the Notes to the Consolidated Financial Statements contained in Item 8 of this report for further description of these transactions.
Effective June 30, 2016, we changed our name from Greatbatch, Inc. to Integer Holdings Corporation. Integer, as in whole or complete, is expected to be completedthe union of the Greatbatch Medical, Lake Region Medical and Electrochem brands. Integer signifies the Company’s more comprehensive products and service offerings, and a new dimension in March 2016. its combined capabilities.
SEGMENT INFORMATION
As a result of the Lake Region Medical acquisition and pendingthe Spin-off, the Company is reevaluating its operatingwe reorganized our operations including our internal management and reporting segments, which is expected to be finalized in 2016 once the corporate and managementfinancial reporting structure realignment is completed.during 2016. As of the end ofa result, we revised our 2015 fiscal year, we operate ourreportable business in three segments – Greatbatch Medical, QiG and Lake Region Medical.
The Greatbatch Medical segment designs and manufactures products where Greatbatch either owns or licenses the intellectual property or has unique manufacturing and assembly expertise, primarily for the cardiac, neuromodulation, orthopaedic, portable medical, vascular, energy, environmental and military markets. The Greatbatch Medical segment also offers value-added assembly and design engineering services for medical devices using, in many cases, our proprietary technologies.
The QiG segment focuses on the design and development of medical device systems and components through a network of research and development professionals who drive a diverse portfolio of new and innovative medical product opportunities. QiG seeks to assist customers in accelerating the velocity of innovation while delivering an optimized supply chain and critical cost efficiencies. QiG’s neurostimulation technology platform, which will be owned by Nuvectra after the completion of the Spin-off, has the capability to provide treatment to patients in several established neurostimulation markets such as spinal cord stimulation (“SCS”), sacral nerve stimulation (“SNS”), deep brain stimulation (“DBS”), and other emerging neurostimulation markets. The QiG segment is comprised of QiG Group, NeuroNexus Technologies, Inc. (“NeuroNexus”), and Centro de Construcción de Cardioestimuladores del Uruguay (“CCC”). The entities included in the pending Spin-off consist of QiG Group and its subsidiaries Algostim LLC (“Algostim”) and PelviStim, LLC (“PelviStim”) and NeuroNexus. As an independent publicly traded company after the completion of the Spin-off, Nuvectra will be focused on the development and commercialization of its neurostimulation technology platform and, in particular, its Algovita® SCS system for the treatment of chronic pain of the trunk and limbs (“Algovita”). The operations of CCC and certain other existing QiG research and development capabilities will be retained by Greatbatch and are not included as part of the Spin-off.
Lake Region Medical has operated as a segment for Greatbatch since it was acquired during the fourth quarter of 2015. This2016 and now disclose two reportable segments. We have recast the segment specializesinformation included in this report to reflect the design, development, and manufacturing of products acrossnew reportable segment structure in order to conform to the medical component and device spectrum, primarily serving the cardio, vascular and advanced surgical markets. Lake Region Medical offers fully integrated outsourced manufacturing, regulatory and engineering services, contract manufacturing, finished device assembly services, original device development, and supply chain management to its customers, whocurrent year presentation. Our reportable business segments are located worldwide. This segment is dedicated to providingdescribed in more detail below; for financial information about our customers with reliable, high-quality, cost-efficient, integrated outsourced solutions in the medical device space.


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Since formation, Greatbatch has completed the following acquisitions either directly or indirectly through one of its subsidiaries:
Acquisition DateAcquired CompanyBusiness at Time of Acquisition
July 1997Wilson Greatbatch Ltd.Founded in 1970, designed and manufactured batteries for implantable medical and commercial applications.
August 1998Hittman Materials and Medical Components, Inc.Founded in 1962, designed and manufactured ceramic and glass feedthroughs and specialized porous coatings for electrodes used in implantable medical devices (“IMDs”).
August 2000Battery Engineering, Inc.Founded in 1983, designed and manufactured high-energy density batteries for industrial, commercial, military and medical applications.
June 2001Sierra-KD Components division of Maxwell Technologies, Inc.Founded in 1986, designed and manufactured ceramic electromagnetic filtering capacitors and integrated them with wire feedthroughs for use in IMDs as well as military, aerospace and commercial applications.
July 2002Globe Tool and Manufacturing Company, Inc.Founded in 1954, designed and manufactured precision enclosures used in IMDs and commercial products used in the aerospace, electronics and automotive sectors.
March 2004NanoGram Devices CorporationFounded in 1996, developed nanoscale materials for battery and medical device applications.
April 2007BIOMEC, Inc.Established in 1998, provided medical device design and component integration to early-stage and established customers.
June 2007Enpath Medical, Inc.Founded in 1981, designed, developed, and manufactured venous introducers and dilators, implantable leadwires, steerable sheaths and steerable catheters.
October 2007IntelliSensing LLCFounded in 2005, designed and manufactured battery-powered wireless sensing solutions for commercial applications.
November 2007Quan Emerteq LLCFounded in 1998, designed, developed, and manufactured catheters, stimulation leadwires, microcomponents and assemblies.
November 2007Engineered Assemblies CorporationFounded in 1984, designed and integrated custom battery solutions and electronics focused on rechargeable systems for industrial, commercial, military and portable medical applications.
January 2008P Medical Holding SAFounded in 1994, designed, manufactured and supplied delivery systems, instruments and implants for the orthopaedics industry.
February 2008DePuy Orthopaedics’ Chaumont, France manufacturing facilityManufactured hip and shoulder implants for DePuy Orthopaedics.
December 2011Micro Power Electronics, Inc. (“Micro Power”)Founded in 1990, designed custom battery packs, smart chargers and power supplies for industrial, military and portable medical applications.
February 2012NeuroNexusFounded in 2004, medical device design firm specializing in developing neural interface technology, components and systems.

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Acquisition DateAcquired CompanyBusiness at Time of Acquisition
August 2014CCCFounded in 1969, an active implantable neuromodulation medical device systems developer and manufacturer that produces a range of medical devices including implantable pulse generators, programmer systems, battery chargers, patient wands and leads.
October 2015Lake Region MedicalFounded in the 1940s, offers fully integrated outsourced manufacturing, regulatory and engineering services, contract manufacturing, finished device assembly services, original device development, and supply chain management within the cardio, vascular and advanced surgical markets.
FINANCIAL STATEMENT YEAR END
We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. Fiscal years 2015, 2014 and 2013 ended on January 1, 2016, January 2, 2015, and January 3, 2014, respectively. Fiscal year 2015 and 2014 contained fifty-two weeks and fiscal year 2013 contained fifty-three weeks.
SEGMENT INFORMATION
We operate our Company in three reportable segments: Greatbatch Medical, QiG, and Lake Region Medical. Segment informationsegments, including sales from external customers, profit or loss, and assets by segment as well as salesrevenue from external customers and long-livedtotal assets by geographic area are set forth insegment, refer to Note 19 “Business Segment, Geographic and Concentration Risk Information” of the Notes to the Consolidated Financial Statements contained in Item 8 of this report. As a result of the Lake Region Medical acquisition and the pending Spin-off, we are reevaluating our
Our operating and reporting segments, which is expected to be finalized in 2016 once our corporate and management reporting structure realignment is completed.
Greatbatch Medical
Greatbatch Medical’s products include medical devices and components for the cardiac, neuromodulation, orthopaedics, vascular, portable medical, and energy markets among others. A brief description of these products and markets follows.
Cardiac and Neuromodulation – Products include batteries, capacitors, filtered and unfiltered feedthroughs, engineered components, implantable stimulation leads and enclosures used in IMDs. Additionally, we offer value-added assembly for these IMDs. An IMD is an instrument that is surgically inserted into the body to provide diagnosis and/or therapy. One sector of the IMD market is cardiac, which is comprised of devices such as implantable pacemakers, implantable cardioverter defibrillators (“ICD”), cardiac resynchronization therapy (“CRT”) devices, and cardiac resynchronization therapyalong with backup defibrillation devices (“CRT-D”). Another sector of the IMD market is neuromodulation, which is comprised of pacemaker-type devices that stimulate nerves for the treatment of various conditions. Beyond established therapies for pain control, incontinence, movement disorders (Parkinson’s disease, essential tremor and dystonia) and epilepsy, nerve stimulation for the treatment of other disabilities such as sleep apnea, migraines, obesity and depression has shown promising results.
The following table sets forth the main categories of battery-powered IMDs and the principal illness or symptoms treated by each device:
DevicePrincipal Illness or Symptom
PacemakersAbnormally slow heartbeat (Bradycardia)
ICDsRapid and irregular heartbeat (Tachycardia)
CRT/CRT-DsCongestive heart failure
NeurostimulatorsChronic pain, incontinence, movement disorders, epilepsy, obesity or depression
Cochlear hearing devicesHearing loss
IMD systems generally include an implantable pulse generator (“IPG”) and one or more stimulation leads. An IPG is a battery powered device that produces electrical pulses. The lead then carries this electrical pulse from the IPG to the heart, spinal cord or other location in the body. Our portfolio of proprietary technologies, products, and capabilities has been built to provide our cardiac and neuromodulation customers with a single source for the vast majority of the components and subassemblies required to manufacture an IPG or lead, including complete lead systems. Our investments in research and development has generated proprietary products such as the QHR®, QMR®, and QCAPSTM primary battery and capacitortheir related product lines, which have enabled

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our OEM partners to make improvements in their system offerings in terms of device reliability, size, longevity and power. Our XcellionTM line of Lithium-Ion rechargeable batteries leverages decades of implantable battery research, development and manufacturing expertise. This line of battery cells now includes the optional CoreGuardTM feature, which enables batteries to discharge to zero volts without performance degradation.
We believe that the cardiac and neuromodulation markets continue to exhibit fundamentals for growth. Factors that are impacting these markets are as follows:
Medical
Advanced Surgical, Orthopedics & Portable Medical
Cardio & Vascular
Cardiac & Neuromodulation
Non-Medical
Electrochem





MEDICAL
Advanced Surgical, Orthopedics & Portable Medical
The Advanced Surgical, Orthopedics & Portable Medical (“AS&O”) product line offers a broad range of products and services across the many businesses it serves. In partnership with customers, AS&O offers advanced development, engineering and program management, which provides us with an in-depth understanding of our customers’ market drivers and end-user needs.
The following are the principal products and services offered by our AS&O product line:
Growing patient populationArthroscopic Devices & Components. – Implantable pacemakersOur arthroscopic devices & components products include devices used for minimally invasive surgery in the joint space, also referred to as “sports medicine.” Our products include shaver blades and ICDs remain primary therapies for a number of critical clinical conditions, most ofburrs, ablation probes, and suture anchors, which are non-electiveused in nature. As the prevalence of many of these clinical conditions increase with age, underlying population demographics in developed countries will provide an engine for procedure growth.
Focus on emerging markets – OEMs have increased their focus and investment to expand physicians’ awareness of these life changing therapies, which we believe will result in increased utilization to improve quality of life for more patients globally. These growth initiatives will drive increased utilization of existing cardiac technologies and provide an avenue for new device and technology development as device manufacturers look to develop unique products for these markets.
Trends in device features – IMD evolution continues to favor the development of smaller, longer lasting devices with increased functionality and more physiologic shapes. Innovative battery, capacitor, enclosure, and filtering solutionsprocedures such as those provided by Greatbatch Medical are critical to the realization of these market needs.arthroscopic ACL reconstruction, arthroscopic repair, rotator cuff repair, and hip labrum repair.
Growth within neuromodulationLaparoscopic & General Surgery. – Neuromodulation applications continue to grow at a faster pace than traditional markets, and are expected to continue to expand as new therapeutic applications are identified. There continues to be growth in clinical data supporting new applications and a growing focus and excitement from clinicians lookingOur laparoscopic & general surgeryproducts include devices used primarily for treatment alternatives for challenging patient conditions that have not been traditionally served by implantable stimulation devices. As many cardiac OEM companies also operate as OEMsminimally invasive procedures in the neuromodulation market, we believe Greatbatch is well positioned to capitalize on these drivers of market growth based on the strengthabdominal space, but may also be used in open or general surgery. Customers of our existing relationships. Additionally, early stage neuromodulation OEMs have begun to receive CE marklaparoscopy and FDA approvals for their novel devicegeneral surgery products require energy-based devices and endomechanical devices that are efficient and reliable. Our products include trocars, endoscopes and laparoscopes, closure devices, harmonic scalpels, bipolar energy delivery devices, radio frequency probes, thermal tumor ablation devices and ophthalmic surgery devices.
Biopsy & Drug Delivery. Biopsy and drug delivery products include biopsy and grasping forceps, breast biopsy devices, auto injection systems, cannula-based delivery systems, implantable brachytherapy seeds, tubes, catheters, infusion and therapies, further fueling incremental growth in the marketIV connectors, and providing new potential partners for Greatbatch technologies.wearable patient constant or variable delivery systems.
Innovative and disruptive technologies – Three innovative and disruptive device technologies (sub-cutaneous ICDs, leadless pacemakers and injectable loop recorders) continued to receive significant attention from OEMs. These new device technologies will play an important role in increasing utilization of critical therapy and diagnostic tools globally. Our portfolio of technologies and next generation development efforts are vital to the advancement of these new therapy and diagnostic platforms.
OrthopaedicsOrthopedic. – ProductsOur orthopedic products include hip and shoulder joint reconstruction implants, plates, screws and spinal devices, as well as instruments and delivery systems used in hip and knee replacement, trauma fixation, extremity and spine surgeries. OrthopaedicOrthopedic implants are used in reconstructive surgeries to replace or repair hips, knees and other joints, such as shoulders, ankles and elbows that have deteriorated as a result of disease or injury. Trauma implant systems are used primarily to reattach or stabilize damaged bone or tissue while the body heals. Spinal implant systems are used by orthopaedicorthopedic surgeons and neurosurgeons in the treatment of degenerative diseases, deformities and injuries in various regions of the spine.
Each implant system typically has an associated instrument set that is used specifically in the surgical procedure to insert that specific implant system.procedure. Instruments included in a set vary by implant system. Usually, instrument sets are sterilizedOrthopedic trays have generally been designed to allow for sterilization and re-use after each use and then reused, however, recent trends arean implant or other surgical procedure is performed. Recently, the industry trend is moving towards single use instrumentation. Cases are used to store, transport and arrange implant systems and other medical devices and related surgical instruments. Orthopaedic trays are generally designed to allow for sterilization and re-use after an implant or other surgical procedure is performed. The majority of cases are tailored for a specific implant proceduresprocedure so that the instruments, implants, and other devices are arranged to match the order of use in the procedure and are securely held in clearly labeled, custom-formed pockets or brackets.
ManyPower Solutions. We have a legacy in the development of batteries for implantable devices. Our comprehensive capabilities include expertise in a range of cell technologies. Today, our batteries power over 100 external medical devices. We provide complete mission critical batteries and other power solutions through the combined efforts of innovative research, product development, manufacturing and customer partnerships to advance the way healthcare is powered. Our offerings include state of the factors affectingart customized rechargeable batteries and chargers, non-rechargeable batteries and wireless charging systems. We design and develop basic and “smart” chargers and docking stations of varying complexities to safely and reliably maximize the orthopaedics market are similar toefficiency of the cardiacrechargeable batteries. We develop batteries, and neuromodulation marketsthe attendant chargers, for patient monitoring, portable defibrillators, and include:portable ultrasound, X-Ray machines, hearing devices and other devices. We collaborate with our customers on product development opportunities incorporating our power solutions into Class 1, 2 or 3 medical devices.
Cardio & Vascular
Aging population in developed markets – Conditions like osteoarthritisThe Cardio & Vascular product line offers a full range of products and spine degeneration are underlying drivers of a diverse spectrum of reconstructive therapies, and increase significantly with age. Continued growth in the 65+ population, along with an increased desire to remain active, will provide a driver for procedural growth.
Rates of obesity – Rates of obesity globally have continued to rise, and are expected to do soservices from our global facilities for the foreseeable future. Excess weight exacerbates wear on joints and will drive the need for replacement and revision procedures.
New implant and surgical technology – The orthopaedic market continues to see a growing focus on minimally invasive procedures across a number of sectors including joint reconstruction and spinal fusion, potentially expanding the use of these therapeutic approaches.

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Growth in emerging markets – Growing affluence in emerging markets has provided an opportunity for global growth of a number of orthopaedic procedures. Patient populations outside of developed markets continue to be underpenetrated, and investment from large OEMs in these markets will provide for growth in the number of procedures of established therapies that are completed.
Vascular – Products include off-the-shelf introducers, steerable sheaths, and components for high performance specialty catheters that deliver minimally invasive therapies to treat disease states such as coronary, neurovascular and peripheral vascular disease. Our customers include market leading OEMs within the interventional radiology, interventional cardiology, electrophysiology and vascular access market. We believe that over the coming years these markets will experience strong global procedural growth driven by:
Growing global prevalence of vascular disease, reflecting both an aging population in many developed markets and the continuing growth in the number of people with conditions such as diabetes, hypertension and obesity;
Continued adoption of minimally invasive therapies in emerging markets; and
Emergence of new minimally invasive therapies expanding patient pools to include patients who previously would have remained either untreated or have undergone surgery.
Our products and capabilities seek to capitalize on the growth of the minimally invasive therapy markets by offering off-the-shelf access devices such as introducers and steerable sheaths as well as design and manufacturing services for specialty catheter components that enable the delivery and administration of predominantly cardiovascular, neurovascular and endovascular therapies. Our broad portfolio of peelable, valved and non-valved introducers have gained strong adoption with OEMs in both the cardiac rhythm management (“CRM”) market, for the placement of leads, as well as the vascular access space where our introducers are used to place dialysis catheters, PICCs, CVCs and ports. We service these markets by providing OEMs with customizable sterile kits or non-sterile product for inclusion in OEMs device kits. Our steerable sheaths have gained significant traction in the electrophysiology market where market-leading OEMs utilize our steerable devices for the deliverydevelopment of diagnostic and ablationinterventional cardiac and endovascular devices. Our specialty catheter shaft components provide OEMs with custom design, prototyping, and manufacturing of the high performance catheter assemblies required to support the most demanding minimally invasive catheter-based surgical procedures.
Portable Medical, Energy, Military and Environmental – Greatbatch Medical also provides customized battery power and management systems, charging and docking stations, and power supplies. We design customized primary (non-rechargeable) and secondary (rechargeable) battery solutions, which are used in the portable medical, energy, military and environmental markets. Our primary and secondary power solutions are used where failure is not an option.
Greatbatch Medical’s primary lithium power solutions, which include high, moderate and low rate non-rechargeable cell solutions, are utilized in extreme conditions and can withstand exceptionally high and low temperatures, sterilization, and high shock and vibration. Our product designs incorporate protective circuitry, glass-to-metal hermetic seals, fuses and diodes to help ensure safe, durable and reliable power as devices are subjected to these harsh conditions. Our primary batteries are often used in remote and demanding environments, including down hole drilling tools, military communication devices and oceanographic buoys.
In addition to primary power solutions, Greatbatch Medical offers customized secondary or rechargeable battery packs, in a diverse range of chemistries for critical applications requiring rechargeable solutions. Rechargeable chemistries include lithium ion, lithium ion polymer, nickel metal hydride, nickel cadmium, lithium iron phosphate and sealed lead acid. Greatbatch Medical’s rechargeable battery packs include advanced electronics, smart charging and battery management systems and are used in critical and life-saving applications, including automated external defibrillators, ventilators, powered surgical instruments and portable oxygen concentrators, among others.
The portable medical market trends continue to be favorable with an aging population and the shift from clinical to home settings for portable equipment to monitor and provide therapy. This market represents a strong opportunity despite cost pressure from healthcare reform.
The following table summarizes information about our Greatbatch Medical products:
ProductDescriptionPrincipal Product Attributes
Batteries
Lithium iodine (“Li Iodine”)
Lithium silver vanadium oxide (“Li SVO”)
Lithium carbon monoflouride (“Li CFx”)
Lithium ion rechargeable (“Li Ion”)
Lithium SVO/CFx (“QHR” & “QMR”)
High reliability and predictability;
Long service life;
Customized configuration;
Light weight;
High energy density, small size

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ProductDescriptionPrincipal Product Attributes
CapacitorsStorage for energy generated by a battery before delivery to the heart. Used in ICDs and CRT-Ds.Stores more energy per unit volume (energy density) than other existing technologies; Customized configuration
EMI filtersFilters electromagnetic interference to limit undesirable response, malfunctioning or degradation in the performance of electronic equipmentHigh reliability attenuation of EMI RF over wide frequency ranges; Customized design
FeedthroughsAllow electrical signals to be brought from inside hermetically sealed IMD to an electrodeCeramic to metal seal is substantially more durable than traditional seals; Multifunctional
Coated electrodesDeliver electric signal from the feedthrough to a body part undergoing stimulationHigh quality coated surface; Flexible in utilizing any combination of biocompatible coating surfaces; Customized offering of surfaces and tips
Precision components
Machined
Molded and over molded products
High level of manufacturing precision;
Broad manufacturing flexibility
Enclosures and related components
Titanium
Stainless steel
Precision manufacturing, flexibility in configurations and materials
Value-added assembliesCombination of multiple components in a single package/unit
Leveraging products and capabilities to provide subassemblies and assemblies;
Provides synergies in component technology and procurement systems
Stimulation leadsCardiac, neuromodulation and hearing restoration stimulation leadsCustom and unique configurations that increase therapy effectiveness, provide finished device design and manufacturing
IntroducersConduit to deliver CRM leads or placement of dialysis catheters, CVCs, PICCs, and portsVariety of sizes and configurations that facilitate reliable access in vascular access and CRM applications
Steerable sheathsSteerable guide sheath for the delivery of diagnostic and ablation cathetersConfigurations to enable effective delivery of diagnostic and therapeutic devices in electrophysiology procedures.
Specialty catheter shaft componentsHigh performance catheter shafts designed to meet intended clinical performance characteristicsDeep catheter design expertise and state-of-the-art manufacturing services
Cases and traysDelivery systems for cleaning and sterilizing orthopaedic instruments and implantsHigh degree of customization;
Short, predictable development and production timelines
ImplantsOrthopaedic implants for large joint, spine, extremity and trauma proceduresPrecision manufacturing, leveraging capabilities and product processes including sterile packaging and coatings

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ProductDescriptionPrincipal Product Attributes
InstrumentsReusable and single use orthopaedic instruments for large joint, spine, extremity and trauma proceduresDesigned to improve surgical techniques, reduce surgery time, and increase surgical precision
Manufactured primary cellsLow-rate
Moderate-rate
High rate (spiral)
Optimized rate capability, shock and vibration resistant, high and low temperature tolerant, high energy density; Ability to operate in low and high temp applications
Assembled primary and secondary battery packsHighly-customized pack solutionsDiverse portfolio of cells in various sizes, temperature ranges and rate capabilities, custom-engineered and designed, value-add charging and battery management systems for secondary packs
A majority of the components and devices Greatbatch Medical sells incorporate proprietary technologies. These proprietary technologies provide an entry barrier for new competitors, and further limit existing competitors from duplicating our products. In addition to these proprietary technologies, our proprietary “know-how” in the manufacture of these products provides further barriers to competition.
QiG
The QiG segment was initially created in 2008 to facilitate and focus on the research and development of complete medical devices or components. Through the acquisition of CCC and other strategic equity investments made by our Company, QiG has established relationships with multiple emerging companies. In addition, QiG has established relationships with physicians across the U.S. and Europe that operate in highly specialized fields, who help to support the design of medical device systems with unique benefits to improve clinical outcomes. QiG seeks to assist customers in accelerating the velocity of innovation while delivering an optimized supply chain and critical cost efficiencies. We are utilizing our market research to drive our intellectual property portfolio with a goal of improved return on investment.
During 2015, Greatbatch announced the Spin-off of a portion of its QiG reporting segment through a tax-free distribution of its QiG Group subsidiary to the stockholders of Greatbatch on a pro rata basis. The entities included in the pending Spin-off of Nuvectra consist of QiG Group, Algostim, PelviStim and NeuroNexus. As an independent publicly traded company after the completion of the Spin-off, Nuvectra will initially be focused on the development and commercialization of its neurostimulation technology platform and, in particular, Algovitafor the treatment of chronic pain of the trunk and limbs. In February 2016, the Board of Directors of Greatbatch approved the Spin-off with a distribution ratio whereby Greatbatch stockholders will receive one share of Nuvectra common stock for every three shares of Greatbatch common stock held. The Spin-off is expected to be completed in March 2016. After the completion of the Spin-off, CCC and other existing research and development capabilities will remain with this segment until we complete our reevaluation of our operating and reporting segments in 2016.
As a result of our investments in QiG, we can develop or assist our customers to develop complete medical devices, as highlighted by our successful development of Algovita for the treatment of chronic pain of the trunk and limbs, which received approval from the United States Food and Drug Administration (“FDA”) during 2015. Although as previously noted Algovita will be owned by Nuvectra after the completion of the Spin-off, using the retained operations of CCC and certain other existing research and development capabilities of Greatbatch and Lake Region Medical, we will continue to assist customers with design service and regulatory submissions, as well as manufacturing and distribution services. The medical devices that we can design and develop are full product solutions that utilize the medical technology expertise and capabilities residing within Greatbatch Medical. The benefits to our OEM customers of using ourcomprehensive design and development services include shortening the time to market for these medical devices, optimizing their supply chain and, ultimately, providing them with cost efficiencies. In connection with the completion of the pending Spin-off, we will enter into a five year supply agreement with Nuvectra pursuant to which Greatbatch Medical will manufacture and supply fully assembled Algovita systems and most of the products, parts and components necessary for the production and assembly of Algovita.  Additionally, in connection with the completion of the Spin-off, we will enter into an agreement with Nuvectra that provides us with the exclusive right to supply Nuvectra with products, parts and components necessary for production of future SNS or DBS medical devices that Nuvectra may seek to commercialize for a period of five years after regulatory approval.
Acquired in 2014, CCC has expertise in developing and manufacturing active implantable medical devices. CCC has designed and produced a wide range of devices for some of the world’s leading medical device companies, including implantable pulse generators, programmer systems, battery chargers, patient wands and leads. CCC has the capability to assist customers in the

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design, development and commercialization of full product medical device solutions, including complete medical device systems. Specifically, CCC has the capability to design the electronics, firmware and mechanics, of implantable and non-implantable devices, to develop application software and custom leads, and to provide services of prototyping, encapsulation and OEM manufacturing. CCC strives to provide on time, safe and effective products and services at competitive pricing, while maintaining a culture of continuous improvement in compliance with the established standards and regulations. After the pending Spin-off is completed, our design and development of complete medical device systems will be completed by our combined teams in Greatbatch Medical, Lake Region Medical, and CCC.   As a result, we are now able to more broadly partner with medical device companies, leveraging Greatbatch Medical’s core components discrete technology, the design and manufacturing expertise of Lake Region Medical, and the full device capabilities of CCC which will enhance our medical device innovation efforts.  
QiG utilizes a disciplined and diversified portfolio approach with three investment modes: new medical device systems commercialization, collaborative programs with OEM customers and strategic equity positions in emerging healthcare companies. A scorecard process is utilized to review and select the most strategically valuable ideas to pursue, taking into account a host of variables including the market opportunity, regulatory pathway and reimbursement, market need and market potential, intellectual property and projected financial return.
QiG’s revenue includes a limited release of Algovitain Europe,as well as various medical device products such as implantable pulse generators, programmer systems, battery chargers, patient wands and leads to medical device companies residing primarily in the cardiac and neuromodulation market as well as sales of neural interface technology, components, and systems to the neuroscience and clinical markets.
Lake Region Medical
Lake Region Medical operates within the cardio, vascular and advanced surgical markets. A brief description of these products and markets are as follows:
Cardio and Vascular - Within the cardio and vascular markets, Lake Region Medical concentrates on the design and manufacturing of guidewires, catheters, vascular access products, and CRM and stimulation therapyproduce components, subassemblies and finished devices. Lake Region Medical operates across the product continuum from basic manufacturingdevices for a range of single components to contract device manufacturing services to the designcardiac and production of its own products.endovascular procedures.


The following provides an overview ofare the mainprincipal products and services offered by our Cardio & Vascular product lines within the cardio and vascular market:line:
Vascular Access-The vascular access product lines include components and devices used primarily in catheter-based interventional vascular devices. Utilizing proprietary platform technologies and advanced wire processing technologies, Lake Region Medical manufactures high-precision guidewires that meet the fitness of use, criticality, and safety parameters required by the medical device industry. Additionally, Lake Region Medical manufactures vascular closure devices that provide rapid and reliable hemostasis to puncture sites. The full product line for the vascular access sub-segment includes access guidewires, introducer sheaths and dilators, central venous catheters, implantable ports, hemodialysis catheters, electrical and optical mechanical devices, catheter components, subassemblies, and complete devices.
Cardiovascular and Structural HeartHeart. - The cardiovascularCardiovascular and structural heart product linesproducts include products used for vascular, cardiac surgery and structural heart disease. Within this product line, Lake Region Medical produceswe produce guidewire and catheter components, subassemblies and completed devices for cardiovascular, cardiac surgery and structural heart disease applications. For vascular procedures, product applications include introducers, steerable sheaths, guidewires, guide catheters, microcatheters, ultrasound catheters, and delivery systems, balloon expandable delivery systems, stents, atherectomy devices, embolic protection devices, catheter design and assembly, sterile packaging, catheter shafts, radiopaque marker bands, molded hubs, fabricated hypotube assembly, and wire stent frames. For cardiac surgery and structural heart disease procedures, product applications are comprised of access and delivery systems for patient foramen ovale closure devices, vessel harvesting systems, beating heart surgery systems, transcatheter heart valves, heart valves and leaflets, and anastomosis devices.
Peripheral Vascular, Neurovascular, Urology and OncologyOncology. - This product line isOur peripheral vascular, neurovascular, urology and oncology products are primarily focused on the design and manufacturing of devices used during the treatment of peripheral arterial disease, peripheral transcatheter embolization and occlusion, aortic aneurysm repair, arteriovenous malformations and endoscopic retrograde cholangiopancreatography. Within this product line, Lake Region Medical produceswe design and manufacture guidewire and catheter components, subassemblies and completed devices for the various applications.
The primary neurovascular applications for these products are cerebrovascular aneurysms, while the urology and oncology applications are stone retrieval, thermal tumor ablation, transarterial chemoembolization and radio frequency probes. Lake Region MedicalOur products within this area include peripheral vascular and urology guidewires, neurovascular and oncology micro-guidewires, angiographic and diagnostic guidewires, guiding catheters, support and crossing catheters, embolic protection devices, micro-catheters, and delivery systems.

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Electrophysiology and Stimulation, Infusion Therapy & Hemodialysis.- The Our electrophysiology and stimulationinfusion therapy product lines includesproducts include devices that are used in the electrophysiology ablation catheter and cardiac rhythm systems. Within this product line, Lake Region Medical produceswe produce guidewire and catheter components, subassemblies and completed devices for the various electrophysiology applications, as well as components and assemblies for cardiac and neurostimulation leads and IPGs.implantable pulse generators (“IPG”).
Electrophysiology atrial fibrillation ablation catheters, which deliver therapy to the heart and eliminate tissue paths for irregular electrical impulses, and electrophysiology catheters, which diagnose irregular electrical impulses in the heart’s electrical system, are the focal points of Lake Region Medical’sour electrophysiology offering. In theFor stimulation therapy applications, CRMcardiac rhythm management (“CRM”) devices, such as pacemakers, implantable cardioverter defibrillator, cardiac leads and neurostimulation devices for spinal cord and deep brain stimulation, are the primary applications of focus.
Advanced Surgical - Lake Region Medical provides supply chain solutions that support theCardiac & Neuromodulation
The Cardiac & Neuromodulation product line offers a comprehensive collection of technologies and capabilities. Our complete spectrum of design, development, and manufacturing expertise provides our customers with a superior quality solution in an efficient, cost-effective and consistent manner.
Cardiac & Neuromodulation.Cardiac and neuromodulation products include batteries, capacitors, filtered and unfiltered feedthroughs, engineered components, implantable stimulation leads and enclosures used in Implantable Medical Devices (“IMD”). Additionally, we offer value-added assembly for these IMDs. An IMD is an instrument that is surgically inserted into the body to provide diagnosis and/or therapy. One sector of complex components, sub-assemblies,the IMD market is cardiac, which is comprising devices such as implantable pacemakers, implantable cardioverter defibrillators (“ICD”), cardiac resynchronization therapy (“CRT”) devices, cardiac resynchronization therapy with backup defibrillation devices (“CRT-D”), insertable cardiac monitors (“ICM”), and finishedventricular assist devices. Another sector of the IMD market is neuromodulation, comprised of pacemaker-type devices that stimulate nerves for a rangethe treatment of surgical technologies tovarious conditions. Beyond established therapies for pain control, incontinence, movement disorders (Parkinson’s disease, essential tremor and dystonia) and epilepsy, nerve stimulation for the advanced surgical market. Portionstreatment of this market include endoscopy, laparoscopy, arthroscopy, orthopaedics, spinal, women’s healthother disabilities such as sleep apnea, heart failure, migraines, obesity and drug delivery.depression has shown promising results.
The following provides an overview ofare the main product lines withincategories of battery-powered IMDs and the advanced surgical market:
Laparoscopy and General Surgery- This portion of the market includes devices used primarily for minimally invasive procedures in the abdominal space, but may also be used in openprincipal illness or general surgery. Customers of Lake Region Medical’s laparoscopy and general surgery products require energy-based devices and endomechanical devices that are efficient and reliable. Lake Region Medical’s product line includes trocars, endoscopes and laparoscopes, closure devices, harmonic scalpels, bipolar energy delivery devices, radio frequency probes, thermal tumor ablation devices and ophthalmic surgery devices.symptoms treated by each device:
Biopsy and Drug Delivery- Biopsy and drug delivery products include minimally invasive biopsy devices used to retrieve tissue samples and for delivery of drug therapy. Lake Region Medical’s biopsy and drug delivery product line includes biopsy and grasping forceps, breast biopsy devices, auto injection systems, cannula-based delivery systems, implantable brachytherapy seeds, tubes, catheters, infusion and IV connectors, and wearable patient constant or variable delivery systems.
Joint Preservation and Reconstruction- This portion of the market includes orthopaedic implants and fixation devices, including their related surgical instruments used in large joint, extremities, trauma, spine and craniomaxillofacial applications. Lake Region Medical manufactures a variety of reconstructive implants, components, and instruments used in joint preservation and reconstruction. Lake Region Medical’s implant products include hip stems and sleeves, knee implant components, extremity devices, long bone nails and screws, tissue anchor and fixation devices. Instrument products include knee instruments, minimally invasive surgery and computer assisted surgery instruments, cutting blocks, measuring and sizing instruments, impactors and hip instruments; stem inserters, anatomical broach handles and cup holders.
Arthroscopy- This portion of the market includes devices used for minimally invasive surgery in a joint space, also referred to as “sports medicine.” Lake Region Medical’s products includes shaver blades and burrs, ablation probes, and suture anchors, which are used in procedures such as arthroscopic ACL reconstruction arthroscopic repair, rotator cuff repair, and hip labrum repair.
Engineered Tubing Solutions- Lake Region Medical’s engineered tubing solutions business is a comprehensive supply chain solution suite for precision metal tubing manufacturing and fabrication. Lake Region Medical offers a fully integrated precision tubing business, which encompasses design, manufacturing and supply chain management. Lake Region Medical’s precision tubing products are primarily used in the medical, aerospace, automotive, chromatography, defense, oil and gas, power generation, and sensor and temperature control markets.

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The following table summarizes information about our Lake Region Medical products:
ProductDescriptionPrincipal Product Attributes
Access and infusion therapy guidewiresGuidewires for vascular access and placement of dialysis catheters, central venous catheters, peripherally inserted central catheters and implantable portsWide variety of custom and standard configurations available in both full-length coil and mandrel wire designs
Angiographic guidewiresGuidewires for delivery of angiography and guide cathetersPolytetrafluoroethylene (“PTFE”) pre-coated guidewires available in a wide variety of custom & standard configurations
Introducer sheaths and dilatorsFacilitate subcutaneous access and delivery of a variety of diagnostic and interventional devicesGenerally consist of a kit that includes a guidewire, sheath, dilator, and needle Size, configuration & coating depend on the clinical and anatomical requirements
Interventional guidewiresFacilitate access and delivery of diagnostic and therapeutic catheter-based devices across a wide range of interventional proceduresAdvanced core, coatings & distal tips designs based on procedure and application specific needs
Structural heart guidewiresPre-curved guidewires used in a variety of transcatheter approaches for treating structural heart diseaseRange of stiffness profiles, tip shape configurations and transition zones to fit procedural and safety needs
Steerable sheathsUsed to gain access and deliver therapeutic devices to the inner chambers of the heart; primarily diagnostic catheters, ablation catheters and structural heart therapiesDiverse range of configurations designed to achieve accurate positioning and deliver devices during electrophysiology and structural heart procedures
Embolic protection devicesBaskets and filters employed to protect distal arteries from embolization during angioplasty, stenting, and atherectomy procedures that can cause emboli to lodge in smaller arteries leading to reduced or loss of blood flowRange of basket designs, pore sizes and construction materials for capturing emboli in different parts of the body
Delivery systemsGuidewires, catheters, and sub-assemblies used to deploy therapies, including coil pushers that deploy embolization coils; stent delivery wires and catheters used to place stents; and embolic protection delivery and retrieval systemsBroad range of custom wire and catheter-based systems incorporating different stiffness profiles, tip shapes, and lengths to fit procedural and safety needs
MicrocathetersCatheters with small inner lumens used to deliver embolization therapies including coils, particles, glues, and other embolization products during cancer, peripheral and neurovascular procedures where occluding blood flow is desiredRange of catheters with differing lengths, stiffness profiles, and small lumen diameters
Electrical and optical devicesGuidewire and catheter-based devices that provide diagnostic information (e.g. arterial pressure, imaging) when planning and optimizing interventional treatmentsGuidewires and catheters that incorporate various mechanical, electrical / optical and connectivity technologies
Orthopaedic implantsOrthopaedic implants for large joint, spine, extremity and trauma procedures
Precision manufacturing, leveraging capabilities and product processes including sterile packaging and coatings


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ProductDescriptionDevice Principal Product Attributes
Orthopaedic instrumentsIllness or Symptom Reusable and single use orthopaedic instruments for large joint, spine, extremity and trauma proceduresDesigned to improve surgical techniques, reduce surgery time, and increase surgical precision
 Pacemakers Abnormally slow heartbeat (Bradycardia) 
Cases and traysICDs Delivery systems for cleaningRapid and sterilizing orthopaedic instruments and implantsirregular heartbeat (Tachycardia) 
High degree of customization;
Short, predictable development and production timelines
 CRT/CRT-Ds Congestive heart failure 
Laparoscopic surgeryICMsUnexplained fainting or risk or cardiac arrhythmias
NeurostimulatorsChronic pain, incontinence, movement disorders, epilepsy, obesity or depression
Cochlear hearing devices Devices which include access devices, such as trocars and cannulas; imaging devices, such as endoscopes; energy based devices, such as vessel cutters and sealers and; endomechanical devices, such as endocutters, tissue staplers and other hand instrumentsPrecision manufacturing of tubing, machined components, plastics and finished device assembly
Hearing loss 
Arthroscopic surgery devicesDevices which include shavers and burrs, devices for soft tissue ablation, and tissue anchoring and suturing instrumentsPrecision manufacturing of tubing, machined components, plastics and finished device assembly
Biopsy and drug delivery devicesDevices used for minimally invasive access of the body for retrieval of tissue or delivery of drug therapy such as forceps, breast biopsy probes, and other interventional surgical instrumentsPrecision manufacturing of tubing, machined components, plastics and finished device assembly
RESEARCH AND DEVELOPMENT

IMD systems generally include an IPG and one or more stimulation leads. An IPG is a battery powered device that produces electrical pulses. A lead then carries this electrical pulse from the IPG to the heart, spinal cord or other location in the body. Our position as a leading developer and manufacturerportfolio of medical devices and components is largely the result of our long history of technological innovation. We invest substantial resources in research, development and engineering. Our scientists, engineers and technicians focus on improving existing products, expanding the use of ourproprietary technologies, products, and developing new productscapabilities has been built to provide our cardiac and enhancementsneuromodulation customers with a single source for the vast majority of the components and subassemblies required to our existing products. In addition to our internal technology and product development efforts, we also engage outside research institutions for unique technology projects. In order to facilitate the development of new and improved medical devices systems, starting in 2008, we significantly increased ourmanufacture an IPG or lead, including complete lead systems. Our investments in research and development. Net investmentsdevelopment have generated proprietary products such as the QHR®, QMR®, and QCAPSTM primary battery and capacitor lines, which have enabled our OEM partners to make improvements in medicaltheir system offerings in terms of device systems (including SG&A), which are being facilitated through our QiG segment, totaled $25.8 million, $23.3 millionreliability, size, longevity and $30.5 million for 2015, 2014 and 2013, respectively. After the completionpower. Our XcellionTM line of the pending Spin-off, we will continue to invest substantial resources inLithium-Ion rechargeable batteries leverages decades of implantable battery research, development and engineeringmanufacturing expertise. This line of battery cells includes the optional CoreGuardTM feature, which enables batteries to expanddischarge to zero volts without performance degradation.
The following are the useprincipal products and services offered by our Cardiac & Neuromodulation product line:
Cardiac Rhythm Management.We provide a broad range of products and services to enable next generation CRM medical devices to address heart disease and heart rhythm disorders through such systems as: pacemakers, implantable cardiac defibrillators, cardiac resynchronization therapy devices, implantable cardiac monitors and other novel implantable devices. Our battery and capacitor technologies provide a reliable and safe power source for our customer’s CRM system, based on decades of research, development and manufacturing experience. As a leading supplier of low-polarization specialty-coated electrodes and lead components, we provide a full range of therapy delivery development and manufacturing solutions. We are also a leading supplier of medical stamped components, and shallow and deep draw casings and assemblies.
Neuromodulation.We offer a wide range of products and services for our customers’ next generation neuromodulation medical devices. Examples include implantable medical devices that address chronic pain, hearing loss, incontinence, movement disorders, psychiatric disorders and sleep disorders.
We help our customers develop and manufacture unique neuromodulation solutions, including IPGs, programmer systems, battery chargers, and patient controllers. We offer a full range of therapy delivery development & manufacturing solutions for low-polarization specialty-coated electrodes, lead components and fully finished lead systems.
NON-MEDICAL
Electrochem
Our power solutions enable the success and advancement of our productscustomers’ critical non-medical applications. Whether our custom battery packs are used to monitor potential environmental catastrophes, support troops on the battle field or explore geologic formations below the earth’s surface, one thing is constant - failure is not an option.
Electrochem provides customized battery power and develop new products within themanagement systems, charging and docking stations, and power supplies to markets we serve. After the pending Spin-off is completed, the Company’swhere safety, reliability, quality and durability are critical. We design customized primary (non-rechargeable) and development of complete medical device systems will be completed by our combined teams in Greatbatch Medical, Lake Region Medical, and CCC. Further information regarding our research and development activities can be foundsecondary (rechargeable) battery solutions, which are used in the “Product Development” section of Item 7 of this report.energy, military and environmental markets.
PATENTS AND PROPRIETARY TECHNOLOGY
We rely on a combination of patents, licenses, trade secretsElectrochem’s primary lithium power solutions, which include high, moderate and know-howlow rate non-rechargeable cell solutions, are utilized in extreme conditions and can withstand exceptionally high and low temperatures, and high shock and vibration. Electrochem’s product designs incorporate protective circuitry, glass-to-metal hermetic seals, fuses and diodes to establishhelp ensure safe, durable and protect our proprietary rightsreliable power as devices are subjected to our technologiesthese harsh conditions. Our primary batteries are often used in remote and products. Often, several patents covering various aspects of the design protect a single product. We believe this provides broad protection of the inventions employed.
As of January 1, 2016, we have 1,209 active issued patents, of which 94 were acquired with the Lake Region Medical acquisition. We also have 484 pending patent applications at various stages of approval. During 2015, there were 101 patent applications fileddemanding environments, including down hole drilling tools, military devices, and 92 patents issued. Of the 1,693 patents filed and pending, approximately 378 of these relate to complete medical device systems.
After the completion of the Spin-off, Nuvectra, as an independent publicly-traded company, will own 153 patents and 119 pending patent applications that are included within the patent figures above, including the patents and patent applications that embody the intellectual property underlying Algovita and Nuvectra’s neurostimulation technology platform.oceanographic survey vessels buoys.
In connection with the Spin-off, we expectaddition to enter into two license agreements pursuant to which Nuvectra will license to us, subject to specified restrictions, rightsprimary power solutions, Electrochem offers customized secondary or rechargeable battery packs, in certain intellectual property underlying Nuvectra’s neurostimulation technology platform. Under the termsa diverse range of the unrestricted license agreement, Nuvectra will grant us a perpetual, non-exclusive, worldwide license to use, make, have made, offer to sell, sell, distributechemistries for critical applications requiring rechargeable solutions. Rechargeable chemistries include lithium ion, lithium ion polymer, nickel metal hydride, nickel cadmium, lithium iron phosphate and import certain patents, patent applicationssealed lead acid. Electrochem’s rechargeable battery packs include advanced electronics, smart charging and other intellectual property rights underlying Nuvectra’s neurostimulation technology platform for applications within thebattery management systems and are used in critical military and industrial applications.

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OTHER FACTORS IMPACTING OUR OPERATIONS

neurostimulation fields of use. UnderCustomers
Our products are designed to provide reliable, long-lasting solutions that meet the terms of the restricted license agreement, Nuvectra will grant us a perpetual, non-exclusive, worldwide license to use, make, have made, offer to sell, sell, distributeevolving requirements and import certain other patents, patent applications and other intellectual property rights underlying Nuvectra’s neurostimulation technology platform for applications outside of the neurostimulation fields of use.
We are a party to several other license agreements with third parties under which we have obtained, on varying terms, exclusive or non-exclusive rights to patents held by them. Examples of these agreements is the license of basic technology used in our wet tantalum capacitors, filtered feedthroughs, wireless charging technology, and MRI compatible lead systems. We have also granted rights to our patents to others under license agreements.
It is our policy to require our management and technical employees, consultants and other parties having access to our confidential information to execute confidentiality agreements. These agreements prohibit disclosure of confidential information to third parties, except in specified circumstances. In the case of employees and consultants, the agreements generally provide that all confidential information relating to our business is the exclusive property of Greatbatch.
MANUFACTURING AND QUALITY CONTROL
We leverage our strength as an innovative designer and manufacturer of finished devices and components to the medical device industry. Our manufacturing and engineering services include: design, testing, component production, and device assembly. We have integrated our proprietary technologies in our own products and thoseneeds of our customers throughout the medical device industry. Our flexible, high productivity manufacturing capabilities span sites across the United States, Mexico, Uruguay, Europe, and Asia.
Due to the highly regulated nature of the products we produce, we have implemented strong quality systems across all sites. The quality systems at our sites are compliant with and certified to various recognized international standards, requirements, and directives. Each site’s quality system is certified under an applicable International Organization for Standardization (“ISO”) quality system standard, such as ISO 13485 or ISO 9001. This certification requires, among other things, an implemented quality system that applies (where applicable) to the design and manufacture of components, assemblies and finished medical devices, including component quality and supplier control. Maintenance of these certifications for each facility requires periodic re-examination from an independent notified body.
Along with ISO 13485, the facilities producing finished medical devices are subject to extensive and rigorous regulation by numerous government bodies, including the FDA and comparable international regulatory agencies in order to ship product worldwide. For these facilities, we maintain FDA registration and compliance to all applicable domestic and international regulations. Compliance with applicable regulatory requirements is subject to continual review and is monitored through periodic inspections by the FDA and other international regulatory bodies.
SALES AND MARKETING
We sell our products directly to our customers. In 2015, approximately 50% of our products were sold in the U.S. Sales outside the U.S. are primarily to customers whose corporate offices are located and headquartered in the U.S. Information regarding our sales by geographic area is set forth in Note 19 “Business Segment, Geographic and Concentration Risk Information” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
Although the majority of our customers contract with us to develop custom components and assemblies to fit their product specifications, we also provide system and device solutions ready for market distribution by OEMs. As a result, we have established close working relationships between our internal program managers and our customers. We market our products and technologies at industry meetings and trade shows domestically and internationally.
Internal account executives support all activity and involve engineers and technology professionals in the sales process to address customer requests appropriately. For system and device solutions, we partner with our customers’ research, marketing, and clinical groups to jointly develop technology platforms in alignment with their product roadmaps and therapy needs.
We leverage our account executives with support from our engineers to design and sell product solutions into our targeted markets. Our account executives are trained to assist our customers in selecting appropriate chemistries and configurations. We market our products and services through well-defined selling strategies and marketing campaigns that are customized for each of the industries we target.
We have placed additional emphasis on reaching long-term agreements with our OEM customers in order to secure our revenue base. At times, we have provided our customers with price concessions in exchange for entering into long-term agreements and certain volume commitments.
Firm backlog orders at January 1, 2016 and January 2, 2015 were approximately $355 million and $174 million, respectively. The majority of the orders outstanding at January 1, 2016 are expected to be shipped within one year.

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CUSTOMERS
Our Greatbatch Medical and Lake Region Medical customers include large multi-national OEMs and their subsidiaries such as, in alphabetical order here and throughout this report, Abbott Labs, Biotronik, Boehringer Ingelheim, Boston Scientific, Cyberonics, Halliburton Company, Johnson & Johnson, Medtronic, Nevro Corp., Philips Healthcare, Smith & Nephew, Sorin Group, St. Jude Medical, Stryker, and Zimmer Biomet. During 2015, 2014, and 2013, Biotronik, Johnson & Johnson, Medtronic, and St. Jude Medical collectively accounted for 52%, 54% and 56% of our total sales, respectively. We have been successful in leveraging our diversified product line to further enhance our relationships with these customers and selling to more of their operating divisions, which cover the cardiac, neuromodulation, orthopaedic and vascular markets. QiG customers include numerous scientists, hospitals and universities throughout the world who perform research for the neuroscience and clinical markets. With the acquisition of CCC in 2014, QiG customers also include various research companies and institutes and early stage medical device companies.
The nature and extent of our selling relationshipcommercial relationships with each OEMof our customer isare different in terms of breadth of products purchased, selling prices,purchased product volumes, length of contractual commitment, ordering patterns, inventory management, and inventory management.selling prices. For customers with long-term contracts, we have generally negotiated fixedtiered pricing arrangements forbased on pre-determined volume levels with pricing fixed at each level.levels. In general, the higher the volume level, the lower the pricing. We have pricing arrangements with our customers that at times do not specify minimum order quantities. During new contract negotiations, price level decreases (concessions) for future sales may be offered to customers in exchange for volume and/or long-term commitments. Once new contracts are signed, these prices are fixed and determinable for all future sales. We recognize revenue when it is realized or realizable and earned. This occurs when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, the buyer is obligated to pay us (i.e. payment is not contingent on a future event), the risk of loss is transferred, there is no obligation of future performance, collectability is reasonably assured and the amount of future returns can reasonably be estimated. Those criteria are met when title passes, generally at the point of shipment.
Our visibility into customer ordering patternsforecasted purchases is only over a relatively short period of time.time into the future. Our customers may have inventory management programs, vertical integration plans and/or alternate supply arrangements that we are unaware of.may not be communicated to or shared with us. Additionally, the relative market share among the OEM manufacturers changes periodically. Consequently, these and other factors can significantly impact our sales in any given period. Our customers may initiate field actions with respect to market-released products. These actions may include product recalls or communications with a significant number of physicians about a product or labeling issue. The scope of such actions can range from very minor issues affecting a small number of units to more significant actions. There are a number of factors, both short-term and long-term, related to these field actions that may impact our results. In the short-term, if a product has to be replaced, or customer inventory levels have to be restored, demand will increase. Also, changing customer order patterns due to market share shifts or accelerated device replacements may also have a positive or negative impact on our sales results in the near-term. These same factors may have longer-term implications as well. Customer inventory levels may ultimately have to be rebalanced to match new demand.
SUPPLIERS AND RAW MATERIALSOur Medical customers include large multi-national medical device OEMs and their subsidiaries such as Abbott Labs, Biotronik, Boehringer Ingelheim, Boston Scientific, Cardinal Health, Johnson & Johnson, LivaNova, Medtronic, Nevro Corp., Philips Healthcare, Smith & Nephew, St. Jude Medical, Stryker, and Zimmer Biomet. During 2016, Boston Scientific, Johnson & Johnson, Medtronic, and St. Jude Medical collectively accounted for 56% of our total sales. We believe that the diversification of our sales among the various subsidiaries and market segments with those four customers reduces our exposure to negative developments with any one customer. The loss of a significant amount of business from any of these four customers or a further consolidation of such customers could have a material adverse effect on our financial condition and results of operations, as further explained in Item 1A “Risk Factors” of this report.
Our Non-Medical customers include large multi-national OEMs and their subsidiaries serving the energy, military and environmental services markets such as Halliburton, Teledyne Technologies and Weatherford International.
Competition
The medical device outsourced manufacturing industry has traditionally been highly fragmented with several thousand companies, many of which we believe have limited manufacturing capabilities and limited sales and marketing expertise. We believe that very few companies offer the scope of manufacturing capabilities and services that we provide to medical device companies, however, we may compete in the future against other companies that provide broad manufacturing capabilities and related services. We compete against different companies depending on the type of product or service offered or the geographic area served. We also face competition from existing and prospective customers that employ in-house capabilities to produce some of the products we provide.
Our existing or potential competitors include suppliers with different subsets of our manufacturing capabilities, suppliers that concentrate in niche markets, and suppliers that have, are developing, or may in the future develop, broad manufacturing capabilities and related services. We compete for new business at all phases of the product lifecycle, which includes development of new products, the redesign of existing products and transfer of mature product lines to outsourced manufacturers. Competition is generally based on reputation, quality, delivery, responsiveness, breadth of capabilities, including design and engineering support, price, customer relationships and increasingly the ability to provide complete supply chain solutions rather than only producing and providing individual components.
Many of our customers, if they so choose to undertake vertical integration initiatives, also have the capability to manufacture similar products, in house, to those that we currently supply to them.


Divestitures, Acquisitions and Investments
One facet of our growth strategy is to make acquisitions that complement our core competencies in technology and manufacturing to enable us to manufacture and sell additional products to our existing customers and to expand our business into related markets.
The rapid pace of technological development in the medical industry and the specialized expertise required in different areas of medicine make it difficult for one company alone to develop an all-encompassing portfolio of technological solutions. In addition to internally generated growth through our research and development (“R&D”) efforts, we have relied, and expect to continue to rely, upon acquisitions, investments, and alliances to provide access to new technologies both in areas served by our existing businesses as well as in new areas and markets. This strategy also aligns with our customers’ expectations on increasing the speed to market of critical solutions.
We expect to make future investments or acquisitions where we believe that we can stimulate the development of, or acquire new technologies and products to further our strategic objectives, and strengthen our existing businesses. With the acquisition of Lake Region Medical, our main strategic priorities over the next two years include, among others, the integration of both legacy companies, driving integration synergies, and the paying down our outstanding debt. Our acquisition focus, if any, will be primarily directed at smaller “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the value proposition of our product offerings. For additional information, refer to Note 2 “Divestiture and Acquisitions” of the Notes to the Consolidated Financial Statements contained in Item 8 of this report and “Risks Related to Our Industries” under Item 1A “Risk Factors” of this report.
Research and Development
Our position as a leading developer and manufacturer of medical devices and components is largely the result of our long history of technological innovation. We invest substantial resources in research, development and engineering. Our scientists, engineers and technicians focus on developing new products, improving and enhancing existing products, and expanding the use of our products in new or tangential applications. In addition to our internal technology and product development efforts, we also engage outside research institutions for unique technology projects. During fiscal years 2016, 2015, and 2014, we invested $55.0 million, $53.0 million, and $49.8 million on R&D, respectively.
Product Development
Medical. Our core business is well positioned because our OEM customers leverage our portfolio of intellectual property. We continue to build a healthy pipeline of diverse medical technology opportunities. The combination of Greatbatch and Lake Region Medical brought together two highly complementary organizations that now provide a new level of industry leading capabilities and services to our OEM customers across the full range of medical device products and services continuum. Through this transformative deal, we are at the forefront of innovating technologies and products that help change the face of healthcare, enabling us to provide our customers with a distinct advantage as they bring complete medical systems and solutions to market. In turn, our customers are able to accelerate patient access to life enhancing therapies. The integrated company offers our customers a substantially more comprehensive portfolio comprising the best technologies, providing a single point of support, and driving optimal outcomes. Some of the more significant product development opportunities our Medical segment is pursuing are as follows:
Product LineProduct Development Opportunities
AS&ODeveloping a portfolio of products including single use instruments and coated products for the orthopedics market, instruments for the robotics market, and wireless products for the portable medical and orthopedic markets.
Cardio & VascularDeveloping a portfolio of catheter, introducer, wire-based, sensor and coating products for the cardio and vascular markets.
Cardiac & NeuromodulationDeveloping next generation technology programs for our batteries, filtered feedthroughs, high voltage capacitors and lead solutions to reduce the size and cost, while increasing performance for cardiac and neuromodulation devices.
Non-Medical. Some of the more significant product development opportunities our Non-Medical segment is pursuing include developing the next generation medium-rate and high rate batteries, as well as products with extended performance such as higher power pulsing capabilities and increased operating temperature range.


Patents and Proprietary Technology
We rely on a combination of patents, licenses, trade secrets and know-how to establish and protect our proprietary rights to our technologies and products. Often, several patents covering various aspects of the design protect a single product. We believe this provides broad protection of the inventions employed.
As of December 30, 2016, we have 1,019 issued patents. We also have 245 pending patent applications at various stages of approval. During 2016, there were 85 patent applications filed and 79 patents issued.
We are a party to several license agreements with third parties under which we have obtained, on varying terms, exclusive or non-exclusive rights to patents held by them. Examples of these agreements are the licenses of the basic technologies used in our wet tantalum capacitors, filtered feedthroughs, wireless charging technology, and MRI compatible lead systems. We have also granted rights to our patents to others under license agreements.
It is our policy to require our management and technical employees, consultants and other parties having access to our confidential information to execute confidentiality agreements. These agreements prohibit disclosure of confidential information to third parties, except in specified circumstances. In the case of employees and consultants, the agreements generally provide that all confidential information relating to our business is the exclusive property of Integer.
Manufacturing and Quality Control
We leverage our strength as an innovative designer and manufacturer of finished devices and components to the medical device industry. Our manufacturing and engineering services include: design, testing, component production, and device assembly. We have integrated our proprietary technologies in our own products and those of our customers. Our flexible, high productivity manufacturing capabilities span sites across the United States, Mexico, Uruguay, Europe, and Asia.
Due to the highly regulated nature of the products we produce, we have implemented strong quality systems across all sites. The quality systems at our sites are compliant with and certified to various recognized international standards, requirements, and directives. Each site’s quality system is certified under an applicable International Organization for Standardization (“ISO”) quality system standard, such as ISO 13485 or ISO 9001. This certification requires, among other things, an implemented quality system that applies (where applicable) to the design and manufacture of components, assemblies and finished medical devices, including component quality and supplier control. Maintenance of these certifications for each facility requires periodic re-examination from an independent notified body.
Along with ISO 13485, the facilities producing finished medical devices are subject to extensive and rigorous regulation by numerous government bodies, including the U.S. Food and Drug Administration ("FDA") and comparable international regulatory agencies in order to ship product worldwide. For these facilities, we maintain FDA registration and compliance to all applicable domestic and international regulations. Compliance with applicable regulatory requirements is subject to continual review and is monitored through periodic inspections by the FDA and other international regulatory bodies.
Sales and Marketing
We sell our products directly to our customers. In 2016, approximately 58% of our products were sold in the U.S. Sales outside the U.S. are primarily to customers whose corporate offices are located and headquartered in the U.S. Information regarding our sales by geographic area is set forth in Note 19 “Business Segment, Geographic and Concentration Risk Information” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
Although the majority of our customers contract with us to develop custom components and assemblies to fit their product specifications, we also provide system and device solutions ready for market distribution by OEMs. We have established close working relationships between our internal program managers and our customers. We market our products and technologies at industry meetings and trade shows domestically and internationally.
Internal account executives support all sales activity and involve engineers and technology professionals in the sales process to address customer requests across all product lines. For system and device solutions, we partner with our customers’ research, marketing, and clinical groups to jointly develop technology platforms in alignment with their product roadmaps and therapy needs.
We leverage our account executives with support from our engineers to design and sell product solutions into our targeted markets. Our account executives are trained to assist our customers in selecting appropriate chemistries and configurations. We market our products and services through well-defined selling strategies and marketing campaigns that are customized for each of the industries we target.
We have placed additional emphasis on reaching long-term agreements with our OEM customers in order to secure our revenue base. At times, we have provided our customers with price concessions in exchange for entering into long-term agreements and certain volume commitments.


Firm backlog orders at December 30, 2016 and January 1, 2016 were approximately $407 million and $355 million, respectively. The majority of the orders outstanding at December 30, 2016 are expected to be shipped within one year.
Suppliers and Raw Materials
We purchase critical raw materials from a limited number of suppliers due to the technically challenging requirements of the supplied product and/or the lengthy process required to qualify these materials both internally and with our customers. We cannot quickly establish additional or replacement suppliers for these materials because of these rigid requirements. For these critical raw materials, we maintain minimum safety stock levels and partner with suppliers through contract to help ensure the continuity of supply. Historically, we have not experienced any significant interruptions or delays in obtaining critical raw materials.
Many of the raw materials that are used in our products are subject to fluctuations in market price. In particular, the prices of stainless steel, titanium and precious metals, such as platinum, have historically fluctuated, and the prices that we pay for these materials, and, in some cases, their availability, are dependent upon general market conditions. In most cases, we have pass-through pricing arrangements with our customers that purchase components containing precious metals or have established firm-pricing agreements with our suppliers that are designed to minimize our exposure to market fluctuations.
For non-critical raw material purchases, we utilize competitive pricing methods such as bulk purchases, precious metal pool buys, blanket orders, and long-term contracts to secure supply. We believe that there are alternative suppliers or substitute products available at competitive prices for all of these non-critical raw materials.
As discussed more fully in Item 1A “Risk Factors” of this report, our business depends on a continuous supply of raw materials from a limited number of suppliers. If an unforeseen interruption of supply were to occur, we may be unable to obtain substitute sources for these raw materials on a timely basis, or on terms acceptable to us or at all, which could harm our ability to manufacture our products profitably or on time. Additionally, we may be unable to quickly establish additional or replacement suppliers for these materials as there are a limited number of worldwide suppliers.

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Working Capital Practices


COMPETITION
Our existinggoal is to carry sufficient levels of inventory to ensure adequate supply of raw materials from suppliers and potential competitors includemeet the product delivery needs of our OEMcustomers. We also provide payment terms to customers that currently have vertically integrated operations and may expand their vertical integration capability in the future. Competitors also include independent suppliers who typically specializenormal course of business and rights to return product under warranty to meet the operational demands of our customers. One of our key strategic priorities over the next year will be to reduce working capital levels in order to improve our operating cash flow and pay down outstanding debt.
Government Regulation
Medical Device Regulation
The development, manufacture and sale of our products is subject to regulation by numerous agencies and legislative bodies, including the FDA and comparable foreign counterparts.  In the U.S., these regulations were enacted under the Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act and its subsequent amendments, and the regulations issued or proposed thereunder. These regulatory requirements subject our products and our business to numerous risks that are specifically discussed within “Risks Related to Our Industries” under Item 1A “Risk Factors” of this report. A summary of critical aspects of our regulatory environment is included below.
The FDA’s Quality System Regulations set forth requirements for our product design and manufacturing processes, require the maintenance of certain records, provide for on-site inspection of our facilities and continuing review by the FDA. Authorization to commercially market our non-exempt products in the U.S. is granted by the FDA under procedures referred to as 510(k) pre-market notification or pre-market approval (“PMA”).  These processes require us to notify the FDA of the new product and obtain FDA clearance or approval before marketing the device.
The FDA classifies medical devices based on the risks associated with the device. Devices are classified into one type of component. Our known non-vertically integrated competitors includethree categories - Class I, Class II, or Class III. Class I devices are deemed to be low risk and are therefore subject to the following:
Greatbatch Medical
Product LineCompetitors
Medical batteries
Eagle-Picher
Quallion
CapacitorsAVX (subsidiary of Kyocera) Critical Medical Components
FeedthroughsAlberox (subsidiary of The Morgan Crucible Co. PLC)
EMI filtering
AVX (subsidiary of Kyocera)
Eurofarad
Enclosures
Heraeus
Hudson
National
Machined and molded componentsTeam Vantage
Value added assemblyNumerous
Catheters
Creganna
Teleflex
Vention medical
IntroducersPressure Products
Theragenics (Galt)
Merit Medical
Stimulation leadsOscor
Orthopaedic trays, instruments and implantsAvalign Technologies
IMDS
Micropulse, Inc.
Juno
Orchid
Sandvik
Paragon
Tecomet
Manufactured primary cellsTracer Technologies
Engineered Power
Saft
Ultralife
Vitzrocell
Assembled primary and secondary battery packsTotex
Palladium
ICC/Nexergy
BMZ
Ultralife
Saft
least regulatory controls. Class II devices are higher risk devices than Class I and require greater regulatory controls, generally a 501(k), to provide reasonable assurance of the device’s safety and effectiveness as well as substantial equivalence to a previously cleared device, as demonstrated by data. Class III devices are generally the highest risk devices and are therefore subject to the highest level of regulatory control, requiring a PMA by the FDA before they are marketed.



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We market our products in numerous foreign countries and therefore are subject to regulations affecting, among other things, product standards, sterilization, packaging requirements, labeling requirements, import laws and onsite inspection by independent bodies with the authority to issue or not issue certifications we may require to be able to sell products in certain countries.  Many of the regulations applicable to our devices and products in these countries are similar to those of the FDA.  The member countries of the European Union (“EU”) have adopted the European Medical Device Directives, which create a single set of medical device regulations for all member countries.  These regulations require companies that wish to manufacture and distribute medical devices in the EU to maintain quality system certifications through EU recognized Notified Bodies.  These Notified Bodies authorize the use of the CE Mark, which allows for free movement of our products throughout the member countries.  Requirements pertaining to our products vary widely from country to country, ranging from simple product registrations to detailed submissions such as those required by the FDA.


QiGIn the U.S., our introducer, guidewire, and delivery catheter products are considered Class II devices and generally the 510(k) process applies. Orthopedic instruments are considered Class I exempt, while pacing leads are subject to the Class III PMA process. In Europe, these devices are considered either Class I, Class IIa, Class III, or AIMD, under European Medical Device Directives. These Directives require companies that wish to manufacture and distribute medical devices in EU member countries to obtain a CE Mark for those products, which indicate that the products meet minimum standards of performance, essential requirements, safety conformity assessment and quality.
We believe that our quality controls, development, testing, manufacturing, labeling, marketing and distribution of our medical devices conform to the requirements of all pertinent regulations.
Product LineCompetitors
Implantable medical devices
St. Jude Medical
Boston Scientific
Medtronic
Johnson & Johnson
Medical device design and development
Cirtec Medical Systems
Stellar Technologies
Flextronics
Vention Medical
Environmental Health and Safety Laws

Lake Region Medical

Product LineCompetitors
Access and infusion therapy guidewires
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Merit Medical OEM
EP Flex

Angiographic guidewires
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Merit Medical OEM
Bard OEM
Heraeus (Neometrix)

Introducer sheaths and dilators
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Merit Medical OEM
Oscor
Freudenberg Medical (Medventure)

Interventional guidewires
Asahi Intecc
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
FMD Co.

Structural heart guidewires
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Merit Medical OEM
Bard OEM
EP Flex

Steerable sheaths
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Oscor

Embolic protection devices
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Merit Medical OEM


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Product LineCompetitors
Delivery systems
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Freudenberg Medical (Medventure)
Confluent Medical Technologies
Vention Medical

Microcatheters
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)
Vention Medical

Electrical and optical devices
TE Connectivity (acquired AdvancedCath and definitive agreement to acquire Creganna)

Orthopaedic implants, instruments, cases and trays
Avalign Technologies
Micropulse, Inc.
Juno
Orchid
Paragon
Tecomet
Perryman
Norwood Medical

Laparoscopic surgery devices
Norwood Medical
Remmele

Arthroscopic surgery devices

Tegra
B & M Precision
3D Medical

Biopsy and drug delivery devices

Tegra

GOVERNMENT REGULATION
As described below, our business isWe are subject to direct governmental regulation, including the laws and regulations generally applicable to all businesses in the jurisdictions in which we operate. We are subject to federal, state and local environmental laws and regulations governing the emission, discharge, use, storage and disposal of hazardous materials and the remediation of contamination associated with the release of these materials at our facilities and at off-site disposal locations. Our manufacturing and research, development and engineering activities may involve the controlled use of small amounts of hazardous materials. Liabilities associated with hazardous material releases arise principally under the Federal Comprehensive Environmental Response, Compensation and Liability Act and analogous state laws that impose strict, joint and several liability on owners and operators of contaminated facilities and parties that arrange for the off-site disposal of hazardous materials. Except as described below, we are not aware of any material noncompliance with the environmental laws currently applicable to our business and we are not subject to any material claim for liability with respect to contamination at any of our facilities or any off-site location. We may, however, become subject to these environmental liabilities in the future as a result of our historic or current operations.
Our Collegeville, PA facility, which was acquired as part of the Lake Region Medical acquisition, is subject to twoan administrative consent ordersorder entered into with the U.S. Environmental Protection Agency (the “EPA”), which requirerequires ongoing groundwater treatment and monitoring at the site as a result of historic leaks from underground storage tanks. Upon approval by the EPA of our proposed post remediation care plan, which requires a continuation of the groundwater treatment and monitoring process at the site, we expect that the consent ordersorder will terminate. During the first half of 2016, webe terminated. We expect a decision from the EPA on whether our post remediation care plan has been approved.approved in early 2017. The groundwater treatment process at ourthe Collegeville facility consists of a groundwater extraction and treatment system and the performance of annual sampling of a defined set of groundwater wells as a means to monitor containment within approved boundaries.

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Conflict Minerals and Supply Chain


Our productsWe are subject to regulationSecurities and Exchange Commission (“SEC”) rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act concerning “conflict minerals” (generally tin, tantalum, tungsten and gold) and similar rules are under consideration by numerous government agencies, including the FDA and comparable foreign agencies. For someEU. Certain of our component technology, we have “master files” on record with the FDA. Master files may be used to provide proprietary and confidential detailed information about technology, facilities, processes, or articlesthese conflict minerals are used in the manufacturing, processing, packaging and storingmanufacture of one or more medical device components. These master files may be used by device manufacturers to supportour products. Although the rules are being challenged in court, in their PMA, investigational device exemption application (“IDE”) or premarket notification (“510(k)”).
In the U.S., our introducer and delivery catheter products are considered Class II devices. The 510(k) process requirespresent form they require us to demonstrate thatinvestigate the source of any conflict minerals necessary to the production or functionality of our new medical devices are substantially equivalent to a legally marketed medical device. In order to support a substantial equivalence claim,products. If any such conflict minerals originated in the Democratic Republic of the Congo or adjoining countries (the “DRC region”), we must submit supporting data. In Europe,undertake comprehensive due diligence to determine whether such minerals financed or benefited armed groups in the DRC region. Since our supply chain is complex, our ongoing compliance with these devices are considered Class IIarules could affect the pricing, sourcing and Class III, respectively, under European Medical Device Directives. These Directives require companies that wish toavailability of conflict minerals used in the manufacture and distribute medical devices in European Union member countries to obtain a CE Marking for those products, which indicate that the products meet minimum standards of performance, essential requirements, safety conformity assessment and quality.
The PMA process is a more rigorous process that is required to demonstrate that a new medical device is safe and effective. This is demonstrated by generating data regarding design, manufacturing processes, materials, bench testing, and animal testing, and typically human clinical data. Some of our products that we are developing are Class III medical devices that require a PMA or, in the European Union, premarket approval through submission of a Design Dossier.products.
As a manufacturer of medical devices and components that go into medical devices, weWe are also subject to periodic inspection bydisclosure requirements regarding abusive labor practices in portions of our supply chain under the FDA for compliance with the FDA’s Quality System RegulationsCalifornia Transparency in Supply Chains Act and the applicable notified body in the European Union to ensure conformity to the Medical Device DirectivesUK Modern Slavery Act.
Other Laws and Active Implantable Medical Device Directives. We believe that our quality controls, development, testing, manufacturing, labeling, marketing and distribution of our medical devices conform to the requirements of all pertinent regulations.Regulations
Our sales and marketing practices are subject to regulation by the U.S. Department of Health and Human Services pursuant to federal anti-kickback laws, and are also subject to similar state laws.
We

Employees
As of December 30, 2016, we employed approximately 9,400 persons, of whom approximately 4,825 are also subject to various other environmental, transportation and labor laws as well as various other directives and regulations bothlocated in the U.S., 2,487 are located in Mexico, 1,656 are located in Europe, 249 are located in South America, and abroad. We believe that compliance with these laws will not have a material impact on our capital expenditures, earnings or competitive position. Given the scope and nature of these laws, however, they may have a material impact on our operational results183 are located in the future.
The Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively “Health Care Reform”) legislated broad-based changes to the U.S. healthcare system that could significantly impact our business operations and financial results, including higher or lower revenue, as well as higher employee medical costs and taxes. Health Care Reform imposes significant new taxes on medical device OEMs, which will result in a significant increase in the tax burden on our industry and which could have a material negative impact on our financial condition, results of operations and our cash flows. Beginning on January 1, 2016, the medical device excise tax was suspended through December 31, 2017, but if this suspension is not continued or made permanent thereafter, the medical device excise tax will be automatically reinstated starting on January 1, 2018. Other elements of Health Care Reform such as comparative effectiveness research, an independent payment advisory board, payment system reforms including shared savings pilots and other provisions could meaningfully change the way healthcare is developed and delivered, and may materially impact numerous aspects of our business, results of operations and financial condition. Many significant parts of Health Care Reform will be phased in over the next several years and require further guidance and clarification in the form of regulations. The medical device tax increased our cost of sales by $0.6 million, $0.7 million, and $0.5 million in 2015, 2014 and 2013, respectively.
EMPLOYEES
The following table provides a breakdown of our employees:
Manufacturing – U.S.4,330
General and administrative – U.S.294
Sales and marketing – U.S.186
Research, development and engineering – U.S.646
Mexico2,130
Europe1,595
Uruguay236
Asia142
Total9,559

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Southeast Asia. We also employ approximately 800400 temporary employees worldwide to assist us with various projects and service functions and address peaks in staff requirements. Our employees at our Chaumont, France, Tijuana, Mexico, and Aura, Germany facilities are represented by a union. Nearly all of the positions at our foreign facilities are manufacturing related. We believe that we have a good relationship with our employees.
Seasonality
Our quarterly net sales are influenced by many factors, including new product introductions, acquisitions, regulatory approvals, patient and physician holiday schedules and other factors. Net sales in the third quarter are typically lower than other quarters of the year as a result of patient tendencies to defer, if possible, procedures during the summer months and from the seasonality of the U.S. and European markets, where summer vacation schedules normally result in fewer procedures.
Inflation
We utilize certain critical raw materials (including precious metals) in our products. Our results may be negatively impacted by an increase in the price of these critical raw materials. This risk is partially mitigated as many of the supply agreements with our customers allow us to partially adjust prices for the impact of any raw material price increases and the supply agreements with our vendors have final one-time buy clauses to meet a long-term need. Historically, raw material price increases have not materially impacted our net results of operations.
Available Information
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov. We file annual reports, quarterly reports, proxy statements, and other documents with the SEC under the Securities Exchange Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
We also make available free of charge through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC. Our Internet address is www.integer.net. The information contained on our website is not incorporated by reference in this annual report on Form 10-K and should not be considered a part of this report.


EXECUTIVE OFFICERS OF THE COMPANY
Information concerning our executive officers is presented below as of March 1, 2016.February 28, 2017. The officers’ terms of office run from year to year until the first meeting of the Board of Directors occurring immediately following our Annual Meeting of Stockholders, and until their successors are elected and qualified, except in the case of earlier death, retirement, resignation or removal.
Mauricio ArellanoJennifer M. Bolt, age 49, is Executive Vice President for Global Operations and has served in that office since June 2013. From December 2010 to June 2013, he was President of Greatbatch Medical. Mr. Arellano served as Senior Vice President and Business Leader of our Cardiac and Neurology Group from October 2008 until December 2010, Senior Vice President and Business Leader of our Cardiac Rhythm Management (“CRM”) and Neuromodulation Group from January 2008 to October 2008, Senior Vice President and Business Leader of our Medical Solutions Group from November 2006 to January 2008, and as Vice President of Greatbatch Mexico from January 2005 to November 2006. Mr. Arellano joined our Company in October 2003 as the Plant Manager of our former Carson City, NV facility. Prior to joining our Company, he served in a variety of human resources and operational roles with Tyco Healthcare - Especialidades Medicas Kenmex and with Sony de Tijuana Este.
Jennifer M. Bolt, age 47,48, is President, Electrochem, and has served in that office since October 2015.  From June 2013 to October 2015 she was Vice President, Supply Chain and Operational Excellence for Greatbatch.  Ms. Bolt held the position of Vice President, Operations for Electrochem from May 2012 to June 2013, and prior to that served as Director of Operations of our Raynham, MA facility from September 2007 to May 2012.  Ms. Bolt joined our Company in May 2005 as the Manufacturing Engineering Manager for our Alden, NY facility.  Prior to joining our company,Company, she served in a variety of engineering and operational roles at General Motors/Delphi and Eastman Kodak.
Michael Dinkins, age 61,62, is Executive Vice President & Chief Financial Officer, and has served in that office since joining our Company in May 2012. As previously announced, Michael Dinkins plans to retire from the Company in early March 2017. From 2008 until May 2012, he was Executive Vice President and Chief Financial Officer of USI Insurance Services, an insurance intermediary company. From 2005 until 2008, he was Executive Vice President and Chief Financial Officer of Hilb Rogal & Hobbs Co., an insurance and risk management services company. Prior to that, Mr. Dinkins held senior positions at Guidant Corporation, Access Worldwide Communications, Cadmus Communications Group and General Electric Company.
Jeremy Friedman, age 62,63, is Executive Vice President Cardio & Vascular, an office heChief Operating Officer and has heldserved in that role since October of 2016. Following the Company’s acquisition of Lake Region Medical in October 2015.2015 until appointed to his current role, he was President, Cardio & Vascular. Prior to that acquisition, he was Executive Vice President of Lake Region Medical and President and Chief Operating Officer of Lake Region Medical’s Cardio and& Vascular Division from August 2013 to October 2015. From September 2007 to August 2013, he was Executive Vice President and Chief Financial Officer of Accellent, Inc. From January 2001 until September 2007, Mr. Friedman held a number of leadership positions at Flextronics, a global contract manufacturing services firm, including Chief Operating Officer of Flextronics Network Services in Stockholm, Sweden and Senior Vice President of Finance and Operations, Components Division. From June 1994 until January 2001, he was President and Chief Operating Officer of We’re Entertainment, Inc., a specialty retailer of apparel and hard goods. Prior to 1994, Mr. Friedman held a number of finance and operations positions with Phillips-Van Heusen Corporation and KPMG.
Antonio Gonzalez, age 42,43, isPresident, CRM & Neuromodulation, and has served in that office since October 2015.  From October 2014 to October 2015, he served as Vice President, Operations, Greatbatch Medical Mexico. Previously, Mr. Gonzalez served as Executive Director, Operations Mexico between November 2011 and October 2014, Director of Global Supply Chain from November 2007 to November 2011, Director of Strategic Projects from March 2006 to November 2007, and Supply Chain Manager for Greatbatch Tecnologías de Mexico from January 2005 to March 2006. Prior to joining our Company, he served in a variety of finance, operations, supply chain and customer management roles with Sanmina-SCI, BellSouth Telecommunications, HSBC and ING Bank.
Andrew P. Holman, age 48, is President, Corporate Development, and has served in that role since October 2015. From June 2013 until October 2015, he served as Executive Vice President, Global Sales & Marketing - Greatbatch Medical. He joined Greatbatch in April 2012 as Vice President of Sales and Marketing for Greatbatch Medical. From October 2011 until joining Greatbatch, Mr. Holman was a consultant with HarQuinn, LLC. From September 2009 to October 2011, he served as Executive Vice President, Sales & Marketing for DJO Global, Inc., and from October 2005 to June 2009, he served as President of the Americas for the Orthopaedics business unit of Smith & Nephew, Inc. Mr. Holman previously held various sales and marketing leadership positions at Johnson & Johnson, Inc., Boston Scientific Corporation and Xerox Corporation.

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Thomas J. Hook, age 53,54, has served as our President & Chief Executive Officer since August 2006. Prior to August 2006, he was our Chief Operating Officer, a position he assumed upon joining our Company in September 2004. From August 2002 until September 2004, Mr. Hook was employed by CTI Molecular Imaging where he had served as President, CTI Solutions Group.
Timothy G. McEvoy, age 58,59, is Senior Vice President, General Counsel & Secretary, and has served in that office since joining our Company in February 2007. From 1992 until January 2007, he was employed in a variety of legal roles by Manufacturers and Traders Trust Company.
Declan Smyth, age 45,46, is President, Advanced Surgical & Orthopaedics,Orthopedics, having served in that office since the Company’s acquisition of Lake Region Medical in October 2015. From January 2013 tountil the Company’s acquisition of Lake Region Medical in October 2015, he was President of Lake Region Medical’s Advanced Surgical Business.business. From January 2012 to January 2013, he was Strategic Product Leader of Surgical Devices and Diagnostics at Accellent, Inc. and prior to that served as Senior Director of Engineering at Accellent, Inc. from August 2009 to January 2012.
Kristin Trecker, age 50,51, is Executive Vice President and Chief Human Resources Officer. Prior to joining the Company in November 2015, she served as Senior Vice President and Chief Human Resources Officer for MTS Systems in Minneapolis, Minnesota from February 2012 until October 2015.  From April 2006 to July 2011, she was Senior Vice President Human Resources at Lawson Software.
AVAILABLE INFORMATION
We make available free of charge through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC. Our Internet address is www.greatbatch.com. The information contained on our website is not incorporated by reference in this annual report on Form 10-K and should not be considered a part of this report. These items may also be obtained free of charge by written request made to Christopher J. Thome, Assistant Corporate Controller – Reporting and Shared Services, Greatbatch, Inc., 10000 Wehrle Drive, Clarence, New York 14031.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
Some of the statements contained in this annual report on Form 10-K and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include statements relating to:
future sales, expenses and profitability;
future development and expected growth of our business and industry;
our ability to execute our business model and our business strategy;
our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets; and
projected capital expenditures.
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or “variations” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report. We are under no duty to update any of the forward-looking statements after the date of this report or to conform these statements to actual results.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors include the following: our high level of indebtedness, our inability to pay principal and interest on this high level of outstanding indebtedness or to remain in compliance with financial and other covenants under our senior secured credit facilities, and the risk that this high level of indebtedness limits our ability to invest in our business and overall financial flexibility; our dependence upon a limited number of customers; customer ordering patterns; product obsolescence; our inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement cost reductionsavings and plant consolidation initiatives; our reliance on third party suppliers for raw materials, products and subcomponents; fluctuating operating results; our inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; product field actions or recalls; our inability to successfully consummate and integrate acquisitions and to realize synergies and to operate these acquired businesses, including Lake Region

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Medical, in accordance with expectations; our unsuccessful expansion into new markets; our failure to develop new products including system and device products; the timing, progress and ultimate success of pending regulatory actions and approvals; our inability to obtain licenses to key technology; regulatory changes, including Health Care Reform,health care reform, or consolidation in the healthcare industry; global economic factors including currency exchange rates and interest rates; the resolution of various legal actions brought against the Company; and other risks and uncertainties that arise from time to time and are described in Item 1A “Risk Factors” of this report.


ITEM 1A.    RISK FACTORS
ITEM 1A.
 RISK FACTORS
Our business faces many risks. Any of the risks discussed below, or elsewhere in this report or in our other SEC filings, could have a material impact on our business, financial condition or results of operations.
Risks Related To Our Business
We depend heavily on a limited number of customers, and if we lose any of them or they reduce their business with us, we would lose a substantial portion of our revenues.
In 2015, Biotronik,2016, Boston Scientific, Johnson & Johnson, Medtronic, and St. Jude Medical collectively accounted for approximately 52%56% of our revenues. Our supply agreements with these customers may not be renewed. Furthermore, many of our supply agreements do not contain minimum purchase level requirements and therefore there is no guaranteed source of revenue that we can depend upon under these agreements. The loss of any large customer, a reduction of business with that customer, or a delay or failure by that customer to make payments due to us, would harm our business, financial condition and results of operations.
If we do not respond to changes in technology, our products may become obsolete and we may experience a loss of customers and lower revenues.
We sell our products to customers in several industries that experience rapid technological changes, new product introductions and evolving industry standards. Without the timely introduction of new products and enhancements, our products and services will likely become technologically obsolete over time and we may lose or see a reduction on business from a significant number of our customers. We dedicate a significant amount of resources to the development of our products and technologies. Our product development efforts may be affected by a number of factors, including our ability to anticipate customer needs, develop new products, secure intellectual property protection for our product,products, and manufacture products in a cost effective manner. We would be harmed if we did not meet customer requirements and expectations. Our inability, for technological or other reasons, to successfully develop and introduce new and innovative products and enhancements could result in a loss of customers and lower revenues.
We may face competition that could harm our business and we may be unable to compete successfully against new entrants and established companies with greater resources.
Competition in connection with the manufacturing of our medical products has intensified in recent years and may continue to intensify in the future. One or more of our medical customers may undertake additional vertical integration and/or supplier diversification initiatives and begin to manufacture or dual-source some or all of their components that we currently supply to them, which could cause our operating results to suffer. The market for commercial power sources is competitive, fragmented and subject to rapid technological change. Many other commercial power source suppliers are larger and have greater financial, operational, economies of scale, personnel, sales, technical and marketing resources than us. These and other companies may develop products that are superior, technologically or otherwise, or more cost effective to ours, which could result in lower revenues and operating results.
If we are unable to successfully market our current or future products, our business will be harmed and our revenues and operating results will be adversely affected.
The markets for our products have been growingchanging in recent years. If the markets for our products do not grow as forecasted by industry experts, our revenues could be less than expected. In addition,Furthermore, it is difficult to predict the rate at which the markets for our products will grow or at whichif new and increased competition will result in market saturation. Slower growth in the cardiac, neuromodulation, advanced surgical, orthopaedic,orthopedic, portable medical, cardio and vascular, environmental, military or energy markets in particular would negatively impact our revenues. In addition, we face the risk that our products will lose widespread market acceptance. Our customers may not continue to utilize the products we offer and a market may not develop for our future products.
We may at times determine that it is not technically or economically feasible for us to continue to manufacture certain products and we may not be successful in developing or marketing them. Additionally, new technologies that we develop may not be rapidly accepted because of industry-specific factors, including the need for regulatory clearance, entrenched patterns of clinical practice and uncertainty over third party reimbursement. If this occurs, our business will be harmed and our revenues and operating results will be adversely affected.
We may face competition that could harm our business and we may be unable to compete successfully against new entrants and established companies with greater resources.
Competition in connection with the manufacturing of our medical products may intensify in the future. One or more of our medical customers may undertake additional vertical integration and/or supplier diversification initiatives and begin to manufacture or dual-source some or all of their components that we currently supply them which could cause our operating results to suffer. The market for commercial power sources is competitive, fragmented and subject to rapid technological change. Many other commercial power source suppliers are larger and have greater financial, operational, economies of scale, personnel, sales, technical and marketing resources than us. These and other companies may develop products that are superior or more cost effective to ours, which could result in lower revenues and operating results.

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We intend to develop new products and expand into new markets, which may not be successful and could harm our operating results.
We intend to expand into new markets and develop new and modified products based on our existing technologies and engineering capabilities, including the development of complete medical device systems. These efforts have required and will continue to require us to make substantial investments, including significant research, development and engineering expenditures and capital expenditures for new, expanded or improved manufacturing facilities. Additionally, many of the new products we are working on and developing take longer and more resources to develop and commercialize, including obtaining regulatory approval.
Specific risks in connection with expanding into new products and markets include: longer product development cycles, the inability to transfer our quality standards and technology into new products, the failure to receive or delay in receipt of regulatory approval for new products or modifications to existing products, and the failure of our customers to accept the new or modified products. Our inability to develop new products or expand into new markets, as currently intended, could hard our business, financial condition and results of operations.
We may never realize the full value of our intangible assets, which represent a significant portion of our total assets.
At December 30, 2016, we had $1.9 billion of intangible assets, representing 67% of our total assets. These intangible assets consist primarily of goodwill, trademarks, tradenames, customer lists and patented technology arising from our acquisitions. Goodwill and other intangible assets with indefinite lives are not amortized, but are tested annually or upon the occurrence of certain events that indicate that the assets may be impaired. Definite lived intangible assets are amortized over their estimated useful lives and are tested for impairment upon the occurrence of certain events that indicate that the assets may be impaired. We may not receive the recorded value for our intangible assets if we sell or liquidate our business or assets. In addition, this significant amount of intangible assets increases the risk of a large charge to earnings in the event that the recoverability of these intangible assets is impaired. In the event of such a charge to earnings, the market price of our common stock could be negatively affected. In addition, intangible assets with definite lives, which represent $849.8 million of our net intangible assets at December 30, 2016, will continue to be amortized. We incurred total amortization expenses relating to these intangible assets of $37.9 million in 2016. These expenses will reduce our future earnings or increase our future losses.
We are subject to pricing pressures from customers, which could harm our operating results.
We have made price concessions to some of our larger customers in recent years and we expect customer pressure for price concessions will continue. Price concessions or reductions may cause our operating results to suffer.
We rely on third party suppliers for raw materials, key products and subcomponents, and if we are unable to obtain these materials, products and/or subcomponents on a timely basis or on terms acceptable to us, our ability to manufacture products will suffer.
Our business depends on a continuous supply of raw materials. The principal raw materials used in our business include lithium, iodine, gold, CFx, palladium, stainless steel, aluminum, cobalt chrome, tantalum, platinum, ruthenium, gallium trichloride, vanadium oxide, iridium, titanium and plastics. The supply and price of these raw materials are susceptible to fluctuations due to transportation issues, government regulations, price controls, foreign civil unrest, tariffs, worldwide economic conditions or other unforeseen circumstances. Increasing global demand for these raw materials has caused prices of these materials to increase significantly.increase. In addition, there are a limited number of worldwide suppliers of several raw materials needed to manufacture our products. In addition, forFor reasons of quality, cost effectiveness or availability, we obtain some raw materials from a solesingle supplier. Although we work closely with our suppliers to ensure continuity of supply, we may not be able to continue to procure raw materials critical to our business at all or to procure them at acceptable price levels.
In addition, we rely on third party manufacturers to supply many of ourthe products and subcomponents.subcomponents that are incorporated into our own products and components. Manufacturing problems may occur with these and other outside sources, as a supplier may fail to develop and supply products and subcomponents to us on a timely basis, or may supply us with products and subcomponents that do not meet our quality, quantity and cost requirements. If any of these problems occur, we may be unable to obtain substitute sources for these products and subcomponents on a timely basis or on terms acceptable to us, which could harm our ability to manufacture our own products and components profitably or on time. In addition, to the extent the processes our suppliers use to manufacture products and subcomponents are proprietary, we may be unable to obtain comparable products and subcomponents from alternative suppliers.
We may never realize the full value of our intangible assets, which represent a significant portion of our total assets.
At January 1, 2016, we had $2.0 billion of intangible assets, representing 67% of our total assets. These intangible assets consist primarily of goodwill, trademarks, tradenames, customer lists and patented technology arising from our acquisitions. Goodwill and other intangible assets with indefinite lives are not amortized, but are tested annually or upon the occurrence of certain events that indicate that the assets may be impaired. Definite lived intangible assets are amortized over their estimated useful lives and are tested for impairment upon the occurrence of certain events that indicate that the assets may be impaired. We may not receive the recorded value for our intangible assets if we sell or liquidate our business or assets. In addition, this significant amount of intangible assets increases the risk of a large charge to earnings in the event that the recoverability of these intangible assets is impaired. In the event of such a charge to earnings, the market price of our common stock could be affected. In addition, intangible assets with definite lives, which represent $894.0 million of our net intangible assets at January 1, 2016, will continue to be amortized. We incurred total amortization expenses relating to these intangible assets of $17.5 million in 2015. These expenses will reduce our future earnings or increase our future losses.
Quality problems with our products could harm our reputation and erode our competitive advantage.
Quality is important to us and our customers, and our products, given their intended uses, are held to high quality and performance standards. In the event our products fail to meet these standards, our reputation could be harmed, which could erode our competitive advantage over competitors, causing us to lose or see a reduction in business from customers and resulting in lower revenues.


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Quality problems with our products could result in warranty claims and additional costs.
We generally allow customers to return defective or damaged products for credit, replacement or exchange.repair. We generally warrant that our products will meet customer specifications and will be free from defects in materials and workmanship. Additionally, we carry a safety stock of inventory for our customers that may be impacted by warranty claims. We reserve for our exposure to warranty claims based upon recent historical experience and other specific information as it becomes available. However, these reserves may not be adequate to cover future warranty claims. If these reserves are inadequate, additional warranty costs or inventory write-offs may need to be incurred in the future, which could harm our operating results.
Regulatory issues resulting from product complaints, or recalls, or regulatory audits could harm our ability to produce and supply products or bring new products to market.
Our products are designed, manufactured and distributed globally in compliance with applicable regulations and standards. However, a product complaint, recall or negative regulatory audit may cause our products to be removed from the market and harm our operating results or financial condition. In addition, during the period in which corrective action is being taken by us to remedy a complaint, recall or negative audit, regulators may not allow our new products to be cleared for marketing and sale.
If we become subject to product liability claims, our operating results and financial condition could suffer.
Our business exposes us to potential product liability claims that are inherent in the design, manufacture and sales of our products. Product failures, including those that arise from the failure to meet product specifications, misuse or malfunction, or design flaws, or the use of our products with components or systems not manufactured or sold by us could result in product liability claims or a recall. Many of our products are components and function in interaction with our customers’ medical devices. For example, our batteries are produced to meet electrical performance, longevity and other specifications, but the actual performance of those products is dependent on how they are utilized as part of our customers’ devices over the lifetime of their products. Product performance and device interaction from time to time have been, and may in the future be, different than expected for a number of reasons. Consequently, it is possible that customers may experience problems with their medical devices that could require device recall or other corrective action, where our batteries met the specification at delivery, and for reasons that are not related primarily or at all to any failure by our product to perform in accordance with specifications. It is possible that our customers (or end-users) may in the future assert that our products caused or contributed to device failure. Even if these assertions do not lead to product liability or contract claims, they could harm our reputation and our customer relationships.
Provisions contained in our agreements with key customers attempting to limit our damages, including provisions to limit damages to liability for negligence, may not be enforceable in all instances or may otherwise fail to adequately protect us from liability for damages. Product liability claims or product recalls, regardless of their ultimate outcome, could require us to spend significant time and money in litigation and require us to pay significant damages. The occurrence of product liability claims or product recalls could affect our operating results and financial condition.
We carry product liability insurance with coverage that is limited in scope and amount. We may not be able to maintain this insurance at a reasonable cost or on reasonable terms, or at all. This insurance may not be adequate to protect us against a product liability claim that arises in the future.
Our operating results may fluctuate, which may make it difficult to forecast our future performance and may result in volatility in our stock price.
Our operating results have fluctuated in the past and are likely to continue to fluctuate significantly from quarter to quarter, making forecasting future performance difficult and resulting in volatility in our stock price. These fluctuations are due to a variety of factors, including the following:
a substantial percentage of our costs are fixed in nature, which results in our operations being particularly sensitive to fluctuations in production volumes;
changes in the mix of our revenue represented by our various products and customers could result in reductions in our profits if the mix of our revenue represented by lower margin products increases;
timing of orders placed by our principal customers who account for a significant portion of our revenues; and
increased costs of raw materials or supplies.


If we are unable to protect our intellectual property and proprietary rights, our business could be harmed.
We rely on a combination of patents, licenses, trade secrets and know-how to establish and protect our rights to our technologies and products. As of January 1,December 30, 2016, we have 1,2091,019 active patents filed. However, the steps we have taken and will take in the future to protect the intellectual property rights to our technologies and products may not be adequate to deter misappropriation of our intellectual property. In addition to seeking formal patent protection whenever possible, we attempt to protect our proprietary rights and trade secrets by entering into confidentiality and non-compete agreements with employees,

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consultants and third parties with which we do business. However, these agreements may be breached and, if breached, there may be no adequate remedy available to us and we may be unable to prevent the unauthorized disclosure or use of our technical knowledge, practices and/or procedures. If our trade secrets become known, we may lose our competitive advantages. Additionally, as patents and other intellectual property protection expire, we may lose our competitive advantage.
If third parties infringe or misappropriate our patents or other proprietary rights, our business could be seriously harmed. We may be required to spend significant resources to monitor our intellectual property rights, or we may not be able to detect infringement of these rights and may lose our competitive advantages associated with our intellectual property rights before we do so. In addition, competitors may design around our technology or develop competing technologies that do not infringe our proprietary rights.
We may be subject to intellectual property claims, which could be costly and time consuming and could divert our management from our business operations.
In producing our products, third parties may claim that we are infringing on their intellectual property rights, and we may be found to have infringed on those intellectual property rights. We may be unaware of intellectual property rights of others that may be used in our technology and products. In addition, third parties may claim that our patents have been improperly granted and may seek to invalidate our existing or future patents. If any claim for invalidation prevailed, third parties may manufacture and sell products that compete with our products and our revenues from any related license agreements would decrease accordingly. We also typically do not receive significant indemnification from parties that license technology to us against third party claims of intellectual property infringement.
Any litigation or other challenges regarding our patents or other intellectual property could be costly and time consuming and could divert the attention of our management and key personnel from our business operations. The complexity of the technology involved in producing our products, and the uncertainty of intellectual property litigation increases these risks. Claims of intellectual property infringement may also require us to enter into costly royalty or license agreements. However, we may not be able to obtain royalty or license agreements on terms acceptable to us, or at all. We also may be made subject to significant damages or injunctions against development and sale of our products.
Our failure to obtain licenses from third parties for new technologies or the loss of these licenses could impair our ability to design and manufacture new products and reduce our revenues.
We occasionally license technologies from third parties rather than depending exclusively on our own proprietary technology and developments. Our ability to license new technologies from third parties is and will continue to be critical to our ability to offer new and improved products. We may not be able to continue to identify new technologies developed by others and even if we are able to identify new technologies, we may not be able to negotiate licenses on favorable terms, or at all. Additionally, we could lose rights granted under licenses for reasons beyond our control.
We may not be able to attract, train and retain a sufficient number of qualified employees to maintain and grow our business.
We monitor the markets in which we compete and assess opportunities to better align expenses with revenues, while preserving our ability to make needed investments in research and development projects, capital and our people that we believe are critical to our long-term success. Our success will depend in large part upon our ability to attract, train, retain and motivate highly skilled employees. There is currently aggressive competition for employees who have experience in technology and engineering. We compete intensely with other companies to recruit and hire from this limited pool. The industries in which we compete for employees are characterized by high levels of employee attrition. Although we believe we offer competitive salaries and benefits, we may have to increase spending in order to attract, train and retain qualified personnel.


We are dependent upon our senior management team and key technical personnel and the loss of any of them could significantly harm us.
Our future performance depends to a significant degree upon the continued contributions of our senior management team and key technical personnel. Our products are highly technical in nature. In general, only highly qualified and trained scientists have the necessary skills to develop our products.products, which are often highly technical in nature. The loss or unavailability to us of any member of our senior management team or a key technical employee could significantly harm us. We face intense competition for these professionals from our competitors, customers and companies operating in our industry. To the extent that the services of members of our senior management team and key technical personnel would be unavailable to us for any reason, we would be required to hire other personnel to manage and operate our Company and to develop our products and technology, which could negatively impact our business. We may not be able to locate or employ these qualified personnel on acceptable terms.terms or may need to increase spending in order to attract these qualified personnel.


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We may not realize the expected benefits from our cost savings and consolidation initiatives or those initiatives may have unintended consequences, which may harm our business.
We have incurred significant charges related to various cost savings and consolidation initiatives. These initiatives were undertaken to improve our operational effectiveness, efficiencies and profitability. Information regarding some of these initiatives is discussed in Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report. Cost reduction efforts under these initiatives include various cost and efficiency improvement measures, such as headcount reductions, the relocation of resources and administrative and functional activities, the closure of facilities, the transfer of production lines, the sale of non-strategic assets and other efforts to streamline our business, among other actions. These measures could yield unintended consequences, such as distraction of our management and employees, business disruption, disputes with customers, attrition beyond our planned reduction in workforce and reduced employee productivity. If any of these unintended consequences were to occur, they could negatively affect our business, financial condition and results of operations. In addition, headcount reductions and customer disputes may subject us to the risk of litigation, which could result in substantial cost. Moreover, our cost reduction efforts result in charges and expenses that impact our operating results. Our cost savings and consolidation initiatives, or other expense reduction measures we take in the future, may not result in the expected cost savings.
We have significant indebtedness that could affect our operations and financial condition, and our failure to meet certain financial covenants required by our debt agreements may materially and adversely affect our assets, financial position and cash flows.
At December 30, 2016, our total indebtedness was $1.7 billion. We incurred substantial additional indebtedness in connection with the Lake Region Medical acquisition. We funded the cash portion of the Lake Region Medical acquisition consideration, the pay-off of certain outstanding indebtedness of ours and of Lake Region Medical and the payment of transaction-related expenses through a combination of available cash-on-hand and proceeds from debt financings, which financings consisted of the issuance of $360 million of 9.125% senior notes due 2023 and borrowings of $1.4 billion under our Senior Secured Credit Facility. As of December 30, 2016, our debt service obligations, comprised of principal and interest, during the following 12 months are estimated to be approximately $133 million. The outstanding indebtedness and the terms and covenants of the agreements under which this debt was incurred, could, among other things:
require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our outstanding indebtedness, thereby reducing funds available for working capital, capital expenditures, research and development expenditures and other general corporate requirements;
limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements in the future;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities;
place us at a competitive disadvantage compared to our competitors that have less outstanding indebtedness; and
adversely affect the market price of our common stock.



We incurred substantial expenses related to the acquisition of Lake Region Medical and expect to continue to incur substantial expenses related to its integration.
We have incurred substantial expenses in connection with the acquisition of Lake Region Medical and expect to continue to incur substantial expenses in connection with its integration. As of December 30, 2016, we have incurred approximately $61 million in acquisition and integration costs related to the Lake Region Medical acquisition. Since our acquisition of Lake Region Medical, we achieved approximately $34 million in cumulative annual run-rate synergies, which exceeded our $25 million target. These net synergies are expected to increase to $60 million by 2018. We expect the investment necessary to achieve these synergies to consist of $20 million to $25 million in capital expenditures and $40 million to $50 million of operating expenses. However, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from elimination of duplicative expenses and the realization of economies of scale and cost savings. Although we expect that the realization of efficiencies related to the integration of Lake Region Medical’s business will offset incremental transaction, acquisition-related and restructuring costs over time, this net benefit may not be achieved in the near term, or at all.
Successful integration of Lake Region Medical and anticipated benefits of the Lake Region Medical acquisition cannot be assured and integration matters could divert attention of management away from operations. The Lake Region Medical acquisition could have an adverse effect on our business relationships.
There can be no assurance that Lake Region Medicalthe Company will be able to maintain and grow its Lake Region Medical business and operations. In addition, the market segments in which Lake Region Medical operates may experience declines in customer demand and/or the entrance of new competitors. Customers, suppliers and other third parties with business relationships with us or Lake Region Medical may decide not to renew or may decide to seek to terminate, change or renegotiate their relationships with us and/or Lake Region Medical as a result of the Lake Region Medical acquisition, whether pursuant to the terms of their existing agreements with us Lake Region Medical or otherwise.
Our ability to realize the anticipated benefits of the Lake Region Medical acquisition will depend, to a large extent, on our ability to integrate the legacy businesses. Integrating and coordinating aspects of the operations and personnel of Lake Region Medical with ourslegacy businesses involves complex operational, technological and personnel-related challenges. This process is time-consuming and expensive, disrupts the businesses of both companies and may not result in the full benefits expected by us, including cost synergies expected to arise from supply chain efficiencies and overlapping general and administrative functions.
The potential difficulties, and resulting costs and delays, include:
managing a larger combined company;
consolidating corporate and administrative infrastructures;
issues in integrating manufacturing, warehouse and distribution facilities, research and development and sales forces;
difficulties attracting and retaining key personnel;
loss of customers and suppliers and inability to attract new customers and suppliers;
unanticipated issues in integrating information technology, communications and other systems;
incompatibility of purchasing, logistics, marketing, administration and other systems and processes; and
unforeseen and unexpected liabilities related to the acquisition or Lake Region Medical’s business.
Additionally, the integration of our legacy businesses and Lake Region Medical’s operations, products and personnel may place a significant burden on management and other internal resources. The attention of our management may be directed towards integration considerations and may be diverted from our day-to-day business operations, and matters related to the integration may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to us and our business. The diversion of management’s attention, and any difficulties encountered in the transition and integration process, could harm our business, financial condition and operating results.
Even if our businesses are successfully integrated, we may not realize the full benefits of the Lake Region Medical acquisition, including anticipated synergies, cost savings or growth opportunities, within the expected timeframe or at all. In addition, we expect to incur significant integration and restructuring expenses to realize synergies. However, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from elimination of duplicative expenses and the realization of economies of scale and cost savings. Although we expect that the realization of efficiencies related to the integration of the businesses may offset

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incremental transaction, acquisition-related and restructuring costs over time, we cannot give any assurance that this net benefit will be achieved in the near term, or at all.
Any of the matters described above could adversely affect our business or harm our financial condition, results of operations or business prospects.



We incurred substantial additional indebtednessmay experience significant variability in connection with the Lake Region Medical acquisitionour quarterly and annual effective tax rate and may not be able to meet alluse our net operating loss carryforwards and tax credit carryforwards which would affect our reported net income.
We have a complex tax profile due to the global nature of our debt obligations.
We incurred substantial additional indebtednessoperations, which encompass multiple taxing jurisdictions. Variability in connection with the Lake Region Medical acquisition. At January 1, 2016, our total indebtedness was $1.7 billion as compared to $187 million at January 2, 2015. We funded the cash portionmix and profitability of the Lake Region Medical acquisition consideration, the pay-offdomestic and international activities, identification and resolution of certain outstanding indebtedness of oursvarious tax uncertainties, changes in tax laws and of Lake Region Medicalrates, and the paymentextent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.
Changes in U.S. or international tax laws could materially affect our financial position and results of transaction-related expenses throughoperations. The U.S. is actively considering changes to existing tax laws including lower corporate tax rates and changes to the taxability of imports and exports. In addition, many countries in the European Union, as well as a combinationnumber of available cash-on-handother countries and proceeds from debt financings, which financings consistedorganizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws. If tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of the issuance of $360 million of 9.125% senior notes due 2023these possible changes and borrowings of $1.4 billion undertheir potential interdependency, it is possible such changes could adversely impact our Senior Secured Credit Facility. As of January 1, 2016, our debt service obligations, comprised of principal and interest, duringfinancial results.
Our effective income tax rate is the following 12 months are estimated to be approximately $130 million. As a result of the income tax rates in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income. Similarly, if we generate losses in tax jurisdictions for which no benefits are available, our effective income tax rate will increase. Our effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to our liabilities for uncertain tax positions or our deferred tax asset valuation allowance. A significant increase in our outstanding indebtedness, demandseffective income tax rate could have a material adverse impact on our cash resources have increased. The increased amount of outstanding indebtedness could, among other things:
require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our outstanding indebtedness, thereby reducing funds available for working capital, capital expenditures, research and development expenditures and other general corporate requirements;
limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements in the future;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities;
place us at a competitive disadvantage compared to our competitors that have less outstanding indebtedness; and
adversely affect the market price of our common stock.
We incurred substantial expenses related to the acquisition of Lake Region Medical and expect to continue to incur substantial expenses related to its integration.earnings.
We have incurred substantial expensesrecorded deferred tax assets based on our assessment that we will be able to realize the benefits of our net operating losses and other favorable tax attributes. Realization of deferred tax assets involve significant judgments and estimates which are subject to change and ultimately depends on generating sufficient taxable income of the appropriate character during the appropriate periods. Changes in connection withcircumstances may affect the acquisitionlikelihood of Lake Region Medical and expect to continue to incur substantial expensessuch realization, which in connection with its integration. Specifically, we incurred approximately $32 millionturn may trigger a write-down of transaction and integration costs related toour deferred tax assets, the acquisitionamount of Lake Region Medical during 2015.which would depend on a number of factors. A write-down would reduce our reported net income, which may adversely impact our financial condition or results of operations or cash flows.  In addition, we have estimatedare potentially subject to ongoing and periodic tax examinations and audits in various jurisdictions, including with respect to the amount of investment necessaryour net operating losses and any limitation thereon. An adjustment to achieve the projected annual pre-taxsuch net operating synergiesloss carryforwards, including an adjustment from the acquisitiona taxing authority, could result in higher tax costs, penalties and interest, thereby adversely impacting our financial condition, results of Lake Region Medical (which synergies are projected to be $25 million in 2016 and increase to at least $60 million in 2018), to be $69 million, which consists of $22 million in capital expenditures and $47 million of operating expenses, during the three-year period after the completion of the acquisition. However, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from elimination of duplicative expenses and the realization of economies of scale and cost savings. Although we expect that the realization of efficiencies related to the integration of Lake Region Medical’s business will offset incremental transaction, acquisition-related and restructuring costs over time, this net benefit may not be achieved in the near term,operations or at all.cash flows.
If we are not successful in making acquisitions to expand and develop our business, our operating results may suffer.
One facet of our growth strategy is to make acquisitions that complement our core competencies in technology and manufacturing to enable us to manufacture and sell additional products to our existing customers and to expand our business into related markets. Our continued growth may depend on our ability to identify and acquire companies that complement or enhance our business on acceptable terms. We may not be able to identify or complete future acquisitions. In addition, even if we are able to identify future acquisitions, we may not be able to effect such acquisitions under the terms of the indentureIndenture governing our 9.125% senior notes due 2023 or our Senior Secured Credit Facility. Some of the risks that we may encounter include expenses associated with and difficulties in identifying potential targets, the costs associated with unsuccessful acquisitions, and higher prices for acquired companies because of competition for attractive acquisition targets.
Lake Region Medical was previously a private company and has not been required to comply with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
Sarbanes-Oxley requires public companies to have and maintain effective internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements and to have management report on the effectiveness of those controls on an annual basis (and have its independent public accountants attest

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annually to the effectiveness of such internal controls). As a private company, Lake Region Medical was not required to comply with the requirements of Sarbanes-Oxley.
In connection with the completion of the Lake Region Medical acquisition, we are beginning to apply our Sarbanes-Oxley procedures regarding internal controls over financial reporting with respect to Lake Region Medical. This process will require a significant amount of time from our management and other personnel and will require us to expend a significant amount of financial resources, which is likely to increase our compliance costs. We will be required to assess Lake Region Medical’s internal controls over financial reporting at the end of 2016.
The Spin-off of Nuvectra may not be completed in accordance with the expected plans or anticipated timeline and, if completed, may not achieve the intended results.

On July 30, 2015, Greatbatch announced the Spin-off of a portion of its QiG reporting segment through a tax-free distribution of Nuvectra to the stockholders of Greatbatch on a pro rata basis. In February 2016, the Board of Directors of Greatbatch approved the Spin-off with a distribution ratio whereby Greatbatch stockholders will receive one share of Nuvectra common stock for every three shares of Greatbatch common stock held. The Spin-off is expected to be completed in March 2016, however, we could be delayed or prevented from completing the Spin-off, or be forced to complete it on terms or conditions that are less favorable or different than currently expected, for a variety of reasons, including unanticipated developments, such as uncertainty of the financial markets, or other legal or regulatory developments. Therefore, we cannot assure you that we will be able to complete the Spin-off under the expected plans or anticipated timeline, if at all. Even if the Spin-off is completed, we may not be able to realize some or all of the anticipated benefits from the Spin-off.  Moreover, following the completion of the Spin-off, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of the Greatbatch common stock would have been had the Spin-off not occurred. In addition, we have spent, and, prior to completion of the Spin-off, we expect to continue to spend substantial time, money and effort on completing the Spin-off, without any assurance that it will be completed. Our investments in the Spin-off, in terms of financial and management resources, may limit our ability to pursue other business opportunities and distract us from operating our businesses as currently conducted.
Interruptions of our manufacturing operations could delay production and affect our operations.
Our products are designed and manufactured in facilities located around the world. In most cases, the manufacturing of specific product lines is concentrated in one or a few locations. Our business involves complex manufacturing processes and hazardous materials that can be dangerous to our employees. Although we employ safety procedures in the design and operation of our facilities, there is a risk that an accident or death could occur. Any accident, such as a chemical spill or fire, could result in significant manufacturing delays or claims for damages resulting from injuries, which would harm our operations and financial condition. The potential liability resulting from any such accident or death, to the extent not covered by insurance, could harm our financial condition or operating results. Any disruption of operations at any of our facilities, and in particular our larger facilities, could result in production delays, which could affect our operations and harm our business.


Our international sales and operations are subject to a variety of market and financial risks and costs that could affect our profitability and operating results.
Our sales outside the U.S., which accounted for 50%42% of sales for 2015,2016, and our operations in Europe, Asia, and Central and South America are and will continue to be subject to a number of risks and potential costs, including:
changes in foreign economic conditions and/or regulatory requirements;
changes in foreign currency exchange rates;
local product preferences and product requirements;
outstanding accounts receivables that take longer to collect than is typical in the U.S.;
difficulties in enforcing agreements through foreign legal systems;
less protection of intellectual property in some countries outside of the U.S.;
trade protection measures and import and export licensing requirements;
work force instability;
political and economic instability; and
complex tax and cash management issues.
Moreover, there have been recent public announcements by members of the U.S. Congress and President Trump and his administration regarding their plans to make substantial changes in the taxation of U.S. companies and their foreign operations, including the possible implementation of a border tax, tariff or increase in custom duties on products manufactured outside of, and imported into, the U.S., as well as the renegotiation of U.S. trade agreements, including the North American Free Trade Agreement. As some of our manufacturing facilities are located in Mexico, Ireland and Malaysia, the importation of a border tax, tariff or higher customs duties on our products imported into the U.S., or any potential corresponding actions by other countries in which we do business, could negatively impact our business or results of operations.
We earn revenue and incur expenses related to our foreign sales and operations that are denominated in a foreign currency. Additionally, to the extent that monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of our foreign subsidiaries, these amounts are remeasured each period, with the resulting gain or loss being recorded in Other Income, Net. We may buy hedges in certain currencies to reduce or offset our exposure to currency exchange fluctuations; however, these transactions may not be adequate or effective to protect us from the exposure for which they are purchased. Historically, foreign currency fluctuations have not had a material effect on our net financial results. However, fluctuations in foreign currency exchange rates could have a significant impact, positive or negative, impact on our financial results in the future.

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Economic and credit market uncertainty could interrupt our access to capital markets, borrowings, or financial transactions to hedge certain risks, which could adversely affect our financial condition.
To date, we have been able to access debt and equity financing that has allowed us to complete acquisitions, make investments in growth opportunities and fund working capital requirements. In addition, we enter into financial transactions to hedge certain risks, including foreign exchange and interest rate risk. Our continued access to capital markets, the stability of our lenders under our Senior Secured Credit Facility and their willingness to support our needs, and the stability of the parties to our financial transactions that hedge risks are essential for us to meet our current and long-term obligations, fund operations, and fund our strategic initiatives. An interruption in our access to external financing or financial transactions to hedge risk could affect our business prospects and financial condition.
The failure of our information technology systems to perform as anticipated could disrupt our business and affect our financial condition.
The efficient operation of our business is dependent on our information technology (“IT”) systems. Accordingly, we rely upon the capacity, reliability and security of our IT hardware and software infrastructure and our ability to expand and update this infrastructure in response to our changing needs. Despite our implementation of security measures, our systems are vulnerable to damages from computer viruses, natural disasters, incursions by intruders or hackers, failures in hardware or software, power fluctuations, cyber terrorists and other similar disruptions. The failure of our IT systems to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential information, increased overhead costs and loss of important information, which could have a material effect on our business and results of operations. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.


Risks Related To Our Industries
The healthcare industry is highly regulated and subject to various political, economic and regulatory changes that could increase our compliance costs and force us to modify how we develop and price our products.
The healthcare industry is highly regulated and is influenced by changing political, economic and regulatory factors. Several of our product lines are subject to international, federal, state and local health and safety, packaging and product content regulations. In addition, medical devices are subject to regulation by the FDA and similar governmental agencies. These regulations cover a wide variety of product activities from design and development to labeling, manufacturing, promotion, sales and distribution. Compliance with these regulations may be time consuming, burdensome and expensive and could negatively affect our ability to sell products. This may result in higher than anticipated costs or lower than anticipated revenues.
Furthermore, healthcare industry regulations are complex, change frequently and have tended to become more stringent over time. Federal and state legislatures have periodically considered and implemented programs to reform or amend the U.S. healthcare system at both the federal and state levels. In addition, these regulations may contain proposals to increase governmental involvement in healthcare, lower reimbursement rates or otherwise change the environment in which healthcare industry participants operate. We may be required to incur significant expenses to comply with these regulations or remedy past violations of these regulations. Our failure to comply with applicable government regulations could also result in cessation of portions or all of our operations, impositions of fines and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are sold into regulated industries, we must comply with additional regulations in marketing our products.
In response to perceived increases in healthcare costs in recent years, there have been and continue to be proposals by the Obama administration,Presidential administrations, members of Congress, state governments, regulators and third-party payors to control these costs and, more generally, to reform the U.S. healthcare system.system, including by repealing or replacing the Patient Protection and Affordable Care Act. Health Care Reform imposesimposed significant new taxes on medical device manufacturers. In 2015,manufacturers through the end of 2015. Although this medical device excise tax increased our cost of sales by $0.6 million. Beginningwas suspended beginning on January 1, 2016 the medical device excise tax will be suspended throughuntil December 31, 2017, but if this suspension is not continued or made permanent thereafter, the medical device excise tax will be automatically reinstated starting on January 1, 2018 and would result in a significant increase in the tax burden on our industry, and which could have a material negative impact on our financial condition, results of operations and our cash flows. Other elements of Health Care Reform such as comparative effectiveness research, an independent payment advisory board, payment system reforms including shared savings pilots and other provisions could meaningfully change the way healthcare is developed and delivered, and may materially adversely impact numerous aspects of our business, results of operations and financial condition.
Many significant parts of Health Care Reform will be phased in over time and require further guidance and clarification in the form of regulations. As a result, many of the impacts of Health Care Reform and any future legislative changes to Health Care Reform will not be known until those regulations are enacted, which we expect to occur over the next several years.

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Our business is subject to environmental regulations that could be costly to comply with.
Federal, state and local regulations impose various environmental controls on the manufacturing, transportation, storage, use and disposal of batteries and hazardous chemicals and other materials used in, and hazardous waste produced by the manufacturing of our products. Conditions relating to our historical operations may require expenditures for clean-up in the future and changes in environmental laws and regulations may impose costly compliance requirements on us or otherwise subject us to future liabilities. Additional or modified regulations relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our products or restricting disposal or transportation of batteries may be imposed that may result in higher costs or lower operating results. In addition, we cannot predict the effect that additional or modified environmental regulations may have on us or our customers.
Our international operations expose us to legal and regulatory risks, which could have a material effect on our business.
Our profitability and international operations are, and will continue to be, subject to risks relating to changes in foreign legal and regulatory requirements. In addition, our international operations are governed by various U.S. laws and regulations, including the Foreign Corrupt Practices Act (“FCPA”) and other similar laws that prohibit us and our business partners from making improper payments or offers of payment to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. Any alleged or actual violations of these regulations may subject us to government scrutiny, severe criminal or civil sanctions and other liabilities and could negatively affect our business, reputation, operating results, and financial condition.
Consolidation in the healthcare industry could result in greater competition and reduce our revenues and harm our business.
Many healthcare industry companies are consolidating to create new companies with greater market power. As the healthcare industry consolidates, competition to provide products and services to industry participants will become more intense. These industry participants may try to use their market power to negotiate price concessions or reductions for our products. If we are forced to reduce our prices, our revenues would decrease and our operating results would suffer.


Our business is indirectly subject to healthcare industry cost containment measures that could result in reduced sales of our products.
Several of our customers rely on third party payors, such as government programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which our products are used. The continuing efforts of government,governments, insurance companies and other payors of healthcare costs to contain or reduce those costs could lead to patients being unable to obtain approval for payment from these third party payors.payors for procedures in which our products are used. If that occurred, sales of medical devices may decline significantly and our customers may reduce or eliminate purchases of our products. The cost containment measures that healthcare payors are instituting, both in the U.S. and internationally, could reduce our revenues and harm our operating results.
Our energy market revenues are dependent on conditions in the oil and natural gas industry, which historically have been volatile.
Sales of our products into the energy market depends upon the condition of the oil and gas industry. Currently, oil and natural gas prices have been subject to significant fluctuation and the oil and gas exploration and production industry has historically been cyclical, and it is likely that oil and natural gas prices will continue to fluctuate in the future. The current and anticipated prices of oil and natural gas influence the oil and gas exploration and production business and are affected by a variety of political and economic factors, including worldwide demand for oil and natural gas, worldwide and domestic supplies of oil and natural gas, the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing, the level of production of non-OPEC countries, the price and availability of alternative fuels, political stability in oil producing regions and the policies of the various governments regarding exploration and development of their oil and natural gas reserves. A change in the oil and gas exploration and production industry or a reduction in the exploration and production expenditures of oil and gas companies, such as has occurred during 2015,over the last few years, could cause our energy market revenues to decline.


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ITEM 1B.UNRESOLVED STAFF COMMENTS
None.ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
 
ITEM 2.    PROPERTIES
PROPERTIES
Our principal executive office and headquarters is located in Frisco, Texas, in a leased facility. As of January 1,December 30, 2016, we operated 3534 facilities in the U.S., 7six in Europe, 4three in Central andMexico, one in South America, and 2one in Southeast Asia. Of this amount, 33these facilities, 30 were leased and 15 were owned. We occupy over 2.5approximately 2.4 million square feet of manufacturing and research, development, and engineering space worldwide. We believe the facilities we operate and their equipment are effectively utilized, well maintained, generally are in good condition, and will be able to accommodate our capacity needs to meet current levels of demand. We continuously review our anticipated requirements for facilities and, on the basis of that review, may from time to time acquire additional facilities and/or dispose of existing facilities. The acquisition of Lake Region Medical has significantly expanded our global manufacturing footprint. This increased scope and scale presents a tremendous opportunityopportunities to rationalize our manufacturing footprint across both the legacy Greatbatch and legacy Lake Region Medical facilities to achieve our cost savings and synergies.


ITEM 3.    LEGAL PROCEEDINGS
ITEM 3.
 LEGAL PROCEEDINGS
In April 2013, the Company commenced an action against AVX Corporation and AVX Filters Corporation (collectively “AVX”) alleging that AVX had infringed the Company’s patents by manufacturing and selling filtered feedthrough assemblies used in implantable pacemakers and cardioverter defibrillators that incorporate the Company’s patented technology. On January 26, 2016, a jury in the United States District Court for the District of Delaware returned a verdict finding that AVX infringed two Greatbatch patents and awarded Greatbatchthe Company $37.5 million in damages. The finding is subject to post-trial proceedings, currently scheduled to be held in August 2017, including a possible appeal by AVX.
The Company’s Collegeville, PA facility, which was acquired as part of the Lake Region Medical acquisition, is subject to an administrative consent order entered into with the U.S. Environmental Protection Agency (the “EPA”), which requires ongoing groundwater treatment and monitoring at the site as a result of historic leaks from underground storage tanks. Upon approval by the EPA of the Company’s proposed post remediation care plan, which requires a continuation of the groundwater treatment and monitoring process at the site, the Company expects that the consent order will be terminated. The Company expects a decision from the EPA on whether the Company’s post remediation care plan has been approved in early 2017. The groundwater treatment process at the Collegeville facility consists of a groundwater extraction and treatment system and the performance of annual sampling of a defined set of groundwater wells as a means to monitor containment within approved boundaries.
In January 2015, Lake Region Medical was notified by the New Jersey Department of Environmental Protection (“NJDEP”) of the NJDEP’s intent to revoke a no further action determination made by the NJDEP in favor of Lake Region Medical in 2002 pertaining to a property on which a subsidiary of Lake Region Medical operated a manufacturing facility in South Plainfield, New Jersey beginning in 1971. Lake Region Medical sold the property in 2004 and vacated the facility in 2007. We are cooperating withIn response to the NJDEP’s notice, the Company further investigated the matter and submitted a technical report to the NJDEP and believein August of 2015 that concluded that the NJDEP’s notice of intent to revoke was unwarranted. After reviewing the Company’s technical report, the NJDEP issued a draft response in May 2016, stating that the NJDEP would not revoke the no further action determination at that time, but would require some additional site investigation to support the Company’s conclusion. The Company is unwarranted. In December 2014,cooperating with the current ownerNJDEP and has met with NJDEP representatives to discuss the appropriate scope of the property commenced litigation against Lake Region Medical, one of its executive officers and other unrelated third parties, alleging that the defendants caused or contributed to alleged groundwater contamination beneath the property. The Company believes these allegations are without merit.requested additional investigation.
We are party to various other legal actions arising in the normal course of business. A description of pending legal actions against the Company is set forth in Note 15 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report. Other than as discussed in Note 15, we do not believe that the ultimate resolution of any pending legal actions will have a material effect on our consolidated results of operations, financial position or cash flows. However, litigation is subject to inherent uncertainties and there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future.
ITEM 4.    MINE SAFETY DISCLOSURES
ITEM 4.
 MINE SAFETY DISCLOSURES
Not applicable.


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PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “GB.“ITGR.” The following table sets forth information on the prices of our common stock as reported by the NYSE: 
 High Low Close
2014     
First Quarter$47.78
 $40.02
 $44.85
Second Quarter50.65
 43.65
 49.58
Third Quarter51.64
 42.23
 43.56
Fourth Quarter50.69
 43.42
 48.66
2015     
First Quarter$58.18
 $47.36
 $56.72
Second Quarter56.86
 50.57
 53.50
Third Quarter63.19
 47.85
 58.43
Fourth Quarter61.06
 49.00
 52.50
 Fourth Quarter Third Quarter Second Quarter First Quarter
2016       
High$31.45
 $33.19
 $39.45
 $52.40
Low18.10
 20.62
 28.55
 30.95
Close29.45
 21.69
 32.00
 34.92
        
2015       
High$61.06
 $63.19
 $56.86
 $58.18
Low49.00
 47.85
 50.57
 47.36
Close52.50
 58.43
 53.50
 56.72
As of March 1, 2016, there were approximately 168 record holders of the Company’s common stock. The Company stock account within our 401(k) plan is considered one record holder for the purposes of this calculation.
We have not paid cash dividends and currently intend to retain any earnings to further developreinvest in our business or pay down outstanding debt. In addition, the term of our Senior Secured Credit Facility and growthe Indenture governing our business.9.125% senior notes due 2023 limits the amount of dividends that we may pay. As of February 24, 2017, there were approximately 130 record holders of the Company’s common stock.


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PERFORMANCE GRAPH
The following graph compares, for the five year period ended January 1,December 30, 2016, the cumulative total stockholder return for Greatbatch, Inc.,Integer Holdings Corporation, the S&P SmallCap 600 Index, and the Hemscott Peer Group Index. The Hemscott Peer Group Index includes approximately 133120 comparable companies included in the Hemscott Industry Group 520 Medical Instruments & Supplies and 521 Medical Appliances & Equipment. The graph assumes that $100 was invested on December 31, 201030, 2011 and assumes reinvestment of dividends. The stock price performance shown on the following graph is not necessarily indicative of future price performance.
Company/Index 12/30/1112/28/1201/03/1401/02/1501/01/1612/30/16
        
Integer Holdings Corporation $100.00
$103.57
$198.19
$220.18
$237.56
$133.26
S&P Smallcap 600        100.00
116.33
164.38
173.84
170.41
215.67
Hemscott Peer Group Index        100.00
114.61
150.77
181.80
194.22
207.22


Company/Index 12/31/201012/30/201112/28/20121/3/20141/2/20151/1/2016
        
Greatbatch, Inc. $100.00
$91.51
$94.78
$181.37
$201.49
$217.39
S&P Smallcap 600        100.00
101.02
117.51
166.05
175.61
172.14
Hemscott Peer Group Index        100.00
103.76
119.22
156.42
187.48
200.34


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ITEM 6.    SELECTED FINANCIAL DATA
ITEM 6.
 SELECTED FINANCIAL DATA
The following table provides selected financialFive-Year Summary Financial Data
(in thousands, except per share amounts)
This data for the periods indicated. You should be read this data along with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data” appearing elsewhere in this report. The consolidated statementFiscal year 2013 consisted of operations data and the consolidated balance sheet data for the53 weeks. All other fiscal years indicated have been derived from our consolidated financial statements and related notes (in thousands, except per share amounts):consisted of 52 weeks.
Years Ended
2016 (1)(2)
 
2015 (1)(2)
 
2014 (1)(2)
 
2013 (1)
 
2012 (1)(2)
Jan. 1
 2016 (1)(2)
 
Jan. 2
2015 (1) (2)
 
Jan. 3,
2014 (1)
 
Dec. 28,
2012 (1)(2)
 
Dec. 30,
2011 (1)(2)
Statement of Operations Data:         
Summary of Operations for the Fiscal Year:         
Sales$800,414
 $687,787
 $663,945
 $646,177
 $568,822
$1,386,778
 $800,414
 $687,787
 $663,945
 $646,177
Net income (loss)(7,594) 55,458
 36,267
 (4,799) 33,122
5,961
 (7,594) 55,458
 36,267
 (4,799)
Earnings (loss) per share                  
Basic$(0.29) $2.23
 $1.51
 $(0.20) $1.42
$0.19
 $(0.29) $2.23
 $1.51
 $(0.20)
Diluted(0.29) 2.14
 1.43
 (0.20)��1.40
0.19
 (0.29) 2.14
 1.43
 (0.20)
Balance Sheet Data:         
Financial Position at Year End:         
Working capital$360,764
 $242,022
 $190,731
 $176,376
 $170,907
$332,087
 $360,764
 $242,022
 $190,731
 $176,376
Total assets(3)
2,982,136
 955,122
 889,629
 889,611
 880,502
Long-term obligations(3)
1,917,671
 233,099
 255,772
 316,994
 319,170
Total assets2,832,543
 2,982,136
 955,122
 889,629
 889,611
Long-term obligations1,922,084
 1,917,671
 233,099
 255,772
 316,994
 
(1)From 20112012 to 2015,2016, we recorded material charges in Other Operating Expenses, Net, primarily related to our cost savings and consolidation initiatives and our acquisitions. Additional information is set forth in Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
(2)On October 27, 2015, August 12, 2014 and February 16, 2012, and December 15, 2011, we acquired Lake Region Medical Holdings, Inc., Centro de Construcción de Cardioestimuladores del Uruguay, and NeuroNexus Technologies, Inc., and Micro Power Electronics, Inc., respectively. On March 14, 2016, we spun-off a portion of our former QiG segment, which is now an independent publicly traded company known as Nuvectra Corporation. This data includes the results of operations of these acquired companies subsequent to their acquisition.acquisition and does not include the result of operations of Nuvectra Corporation subsequent to its divestiture. Additional information is set forth in Note 2 “Acquisitions”“Divestiture and Acquisitions” of the Notes to Consolidated Financial Statements contained in Item 8 of this report. Additionally, in connection with our acquisition of Lake Region Medical we issued approximately $1.8 billion of long-term debt. Additional information is set forth in Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
(3)In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs be presented as a direct reduction to the carrying amount of the related debt in the balance sheet rather than as a deferred charge, consistent with the presentation of discounts on debt. ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs associated with Line-of-Credit Arrangements,” was issued in August 2015 to clarify that the U.S. Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
As permitted, during the fourth quarter of 2015, we elected to early adopt these ASUs and elected to retrospectively apply this guidance. As a result, the Company has reclassified all deferred debt issuance costs associated with our term-debt from Other Assets to Long-Term Debt in the Consolidated Balance Sheets. Additional information is set forth in Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.



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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YOU SHOULD READ THE FOLLOWINGITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED IN PART II, ITEM 8 “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” OF THIS REPORT.
The following discussion and analysis of our financial condition and results of operations should be read together with our selected financial data and our consolidated financial statements and the related notes appearing elsewhere in this report.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Risk Factors” in Item 1A of this report.
Our Business
Our business
Our acquisitions
Our customers
Use of non-GAAP financial information
CEO viewStrategic overview
Strategic and financialFinancial overview
Business outlook
Cost savings and consolidation efforts
Product development
Government regulation
Our Critical Accounting Estimates
Business acquisitionsIntangible assets and intangible assetsgoodwill
Stock-based compensation
Inventories
Tangible long-lived assets
Provision for incomeIncome taxes
Our Financial Results
Fiscal 2016 compared with fiscal 2015
Fiscal 2015 compared with fiscal 2014
Fiscal 2014 compared with fiscal 2013
Liquidity and capital resources
Off-balance sheet arrangements
Litigation
Contractual obligations
Inflation
Impact of recently issued accounting standards
We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. Fiscal years 2016, 2015 and 2014 each consisted of fifty-two weeks and ended on December 30, 2016, January 1, 2016 and January 2, 2015, respectively.
Our Business
Integer Holdings Corporation is one of the largest medical device outsource (“MDO”) manufacturers in the world serving the cardiac, neuromodulation, orthopedics, vascular and advanced surgical markets. We also serve the non-medical power solutions market. We provide innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, we develop batteries for high-end niche applications in the fourth quarter ofenergy, military, and environmental markets.
On October 27, 2015, we acquired all of the outstanding common stock of Lake Region Medical Holdings, Inc. (“Lake Region Medical”). As a result, we now have three reportable segments: Greatbatch Medical, QiG Group (“QiG”), and Lake Region Medical. In FebruaryOn March 14, 2016, we announced that our Board of Directors has approved the spin-off ofspun-off a portion of our former QiG segment (the “Spin-off”). The Spin-off, which is expected to be completed in March 2016.now an independent publicly traded company known as Nuvectra Corporation (“Nuvectra”). As a result of the Lake Region Medical acquisition and Spin-off, during 2016 we reorganized our operations including our internal management and financial reporting structure. As a result, we reevaluated and revised our reportable business segments during the pendingfourth quarter of 2016 and are now disclosing two reportable segments: (1) Medical and (2) Non-Medical. Our Medical segment includes the operations of our former Lake Region Medical segment, the remaining operations of our former QiG segment after the Spin-off, and the portion of the previously reported Greatbatch Medical segment not included in our Non-Medical segment. Our Non-Medical segment includes our Electrochem business, which was previously included in our Greatbatch Medical segment. Prior period amounts throughout this Annual Report on Form 10-K have been reclassified to conform to the new segment reporting presentation. We continue to refine the way we classify product line sales, which may impact the way future product line sales are reevaluating our operatingreported, but will not change total sales. Refer to Note 2 “Divestiture and reporting segments, which is expected to be finalized in 2016 once our corporate and management reporting structure realignment is completed. Additional information is set forth in Note 19 “Business Segment, Geographic and Concentration Risk Information”Acquisitions” of the Notes to the Consolidated Financial Statements contained in Item 8 of this report.
Simultaneous with the closereport for further description of the Lake Region Medical acquisition and Spin-off and Note 15 “Business Segment, Geographic and Concentration Risk Information” for further information on our product lines and business segments.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Effective June 30, 2016, we also announcedchanged our intentionname from Greatbatch, Inc. (“Greatbatch”) to rename the combined entity Integer Holdings Corporation (“Integer”). Integer is defined as complete, whole, and comprehensive, and represents the joining of Greatbatch and Lake Region Medical as well as the combined company’s product and service offerings provided to customers.Corporation. The new name is subject to Greatbatch stockholder approval at our May 2016 annual meeting.
Greatbatch Medical designs and manufactures products where we either ownrepresents the intellectual property or have unique manufacturing and assembly expertise. These products include medical devices and components for the cardiac, neuromodulation, orthopaedics, portable medical, vascular and energy markets among others. The Greatbatch Medical segment also offers value-added assembly and design engineering services for medical devices that utilize its component products.
The QiG segment focuses on the design and development of medical device systems and components. QiG is in the process of developing applications for its neurostimulation technology platform for emerging indications such as spinal cord stimulation (“SCS”), sacral nerve stimulation (“SNS”), and deep brain stimulation (“DBS”), among others. QiG’s Algostim, LLC

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(“Algostim”) subsidiary is focused on the development and commercialization of its Algovita SCS system (“Algovita”), the first application of its neurostimulation technology platform, which received PMA approval in the fourth quarter of 2015. QiG’s PelviStim LLC (“PelviStim”) subsidiary is focused on the commercialization of QiG’s neurostimulation technology platform for SNS. The QiG segment also includes NeuroNexus Technologies, Inc. (“NeuroNexus”), and Centro de Construcción de Cardioestimuladores del Uruguay (“CCC”). The Spin-off is expected to consist of QiG Group LLC and its subsidiaries Algostim, PelviStim and NeuroNexus. The operations of CCC and certain other existing QiG research and development capabilities will be retained and not included as partunion of the Spin-off.
QiG revenue includes sales of neural interface technology, components and systems to the neuroscience and clinical markets from NeuroNexus, a limited release of Algovita in Europe, and CCC sales of various medical device products such as implantable pulse generators, programmer systems, battery chargers, patient wands and leads to medical device companies. Once the medical devices developed by CCC reach significant production levels, the responsibility for manufacturing these products may be transferred to Greatbatch Medical. After the pending Spin-off is completed, our design and development of complete medical device systems will be completed by our combined teams in Greatbatch Medical, Lake Region Medical and CCC. 
Lake Region Medical has operated asElectrochem brands. Integer, meaning whole or complete, signifies our more comprehensive products and service offerings, and a segment for Greatbatch since it was acquired duringnew dimension in our combined capabilities. When used in this report, the fourth quarter of 2015. This segment specializes interms “Integer,” “we,” “us,” “our” and the design, development,“Company” mean Integer Holdings Corporation and manufacturing of products across the medical component and device spectrum, primarily serving the cardio, vascular and advanced surgical markets. Lake Region Medical offers fully integrated outsourced manufacturing, regulatory and engineering services, contract manufacturing, finished device assembly services, original device development, and supply chain management to its customers, who are located worldwide. This segment is dedicated to providing our customers with reliable, high-quality, cost-efficient, integrated outsourced solutions in the medical device space.subsidiaries.
Our Acquisitions
On October 27, 2015, we acquired all of the outstanding common stock of Lake Region Medical, headquartered in Wilmington, MA. Lake Region Medical is a manufacturer of interventional and diagnostic wire-formed medical devices and components specializing in minimally invasive devices for cardiovascular, endovascular, and neurovascular applications. This acquisition has added scale and diversification to enhance customer access and experience by providing a comprehensive portfolio of technologies. The operating results of Lake Region Medical were included in our Lake Region Medical segment from the date of acquisition. The aggregate purchase price of Lake Region Medical including debt assumed was $1.77 billion, which was funded primarily through a new senior secured credit facility and the issuance of senior notes. Total assets acquired from Lake Region Medical were $2.1 billion. Total liabilities assumed from Lake Region Medical were $1.3 billion. For 2016, Lake Region Medical had $802.4 million of revenue and $32.8 million of net income. For 2015, Lake Region Medical added approximatelyhad $138.6 million to ourof revenue and increased oura net loss byof approximately $17.4 million.
On August 12, 2014, we purchased all of the outstanding common stock of CCC,Centro de Construcción de Cardioestimuladores del Uruguay (“CCC”), headquartered in Montevideo, Uruguay. CCC is an active implantable neuromodulation medical device systems developer and manufacturer that produces a range of medical devices including implantable pulse generators, programmer systems, battery chargers, patient wands and leads. This acquisition allows us to more broadly partner with medical device companies, complements our core discrete technology offerings, and enhances our medical device innovation efforts. The operating results of CCC were included in our QiGMedical segment from the date of acquisition. The aggregate purchase price of CCC was $19.8 million, which we funded with cash on hand. Total assets acquired from CCC were $26.2 million. Total liabilities assumed from CCC were $6.4 million. For 2014, CCC added approximatelyhad $5.8 million to ourof revenue and increased our net income byof $1.2 million.
Going forward, we will continue to evaluate certainWith the acquisition opportunities to either enhance our top and bottom line growth trajectory, and/or expand our pipeline technologies. Our strategic criteria for these acquisitions is that they should drive expansion in our core markets, allow us to enter adjacent growth markets, are focused on proprietary technology, can be tightly integrated into our operating base, and will enhance our return on invested capital.
Our Customers
Our products are designed to provide reliable, long-lasting solutions that meet the evolving requirements and needs of our customers. The nature and extent of our selling relationships with each customer are different in terms of breadth of products purchased, purchased product volumes, length of contractual commitment, ordering patterns, inventory management, and selling prices.
Our Greatbatch Medical and Lake Region Medical, customersour main strategic priorities over the next two years include, large multi-national original equipment manufacturers (“OEMs”)among others, the integration of both legacy companies, driving integration synergies, and their subsidiaries such as Abbott Labs, Biotronik, Boehringer Ingelheim, Boston Scientific, Cyberonics, Halliburton Company, Johnson & Johnson, Medtronic, Nevro Corp., Philips Healthcare, Smith & Nephew, Sorin Group, St. Jude Medical, Stryker,the paying down our outstanding debt. Our acquisition focus, if any, will be primarily directed at smaller “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and Zimmer Biomet. During 2015, Biotronik, Johnson & Johnson, Medtronic, and St. Jude Medical collectively accounted for 52%enhance the value proposition of our total sales.

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product offerings.


QiG customers include numerous scientists, hospitals, and universities throughout the world who perform research for the neuroscience and clinical markets and a limited distributor in Europe. Additionally, CCC’s customers include various research companies and institutes and early stage medical device companies.
Use of Non-GAAP Financial Information
In addition toWe prepare our results reportedconsolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”),. Additionally, we provideconsistently report and discuss in our earnings releases and investor presentations adjusted net income, adjusted earnings per diluted share (“adjusted diluted EPS”), earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted EBITDA and organic constant currency sales growth rates.
Adjusted net income and adjusted earnings per diluted shareEPS consist of GAAP amounts adjusted for the following to the extent occurring during the period: (i) acquisition-related charges, (ii) amortization of intangible assets, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges, (iv) asset write-down and disposition charges, (v) charges in connection with corporate realignments or a reduction in force, (vi) certain litigation expenses, charges and gains, (vii) unusual or infrequently occurring items, (viii) gain/loss on cost and equity method investments, (ix) for 2013, design verification testing (“DVT”) expenses in connection with developing our neuromodulation platform; (x) the income tax (benefit) related to these adjustments and (xi)(x) certain tax items related to the Federal research and development tax credit whichthat are outside the normal benefit receivedprovision for the period. Adjusted earnings per diluted share areEPS is calculated by dividing adjusted net income by diluted weighted average shares outstanding.
Adjusted EBITDA consists of GAAP net income (loss) plus (i) the same adjustments as listed above except for items (x)(ix), and (xi)(x), (ii) GAAP stock-based compensation, interest expense, and depreciation, (iii) GAAP provision (benefit) for income taxes and (iv) cash gains received from cost and equity method investments.investments during the period. To calculate organic constant currency sales growth rates, which exclude the impact of changes in foreign currency exchange rates, as well as the impact of any acquisitions or divestitures of product lines on sales growth rates, we convert current period sales from local currency to U.S. dollars using the previous periods’ foreign currency exchange rates and exclude the amount of sales acquired/divested during the period from the current/previous period amounts, respectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS

We believe that the presentation of adjusted net income, adjusted diluted earnings per share,EPS, EBITDA, adjusted EBITDA, and organic constant currency sales growth rates provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations.
CEO View
2015 marked the completion of three major strategic initiatives for the Company. First, we received PMA approval from the FDAoperations, including compliance with our bank covenant calculations. Additionally, incentive compensation targets for our Algovita SCS system. This is the first ever PMA device developed at Greatbatch, demonstrating our extensive capabilities in bringing critical medical device technology to the market addressing the needs of patients worldwide. executives and associates are based upon these adjusted measures.
Strategic Overview
The FDA approval of the Algovita device will facilitate the pending spin-off of Nuvectra, which is targetedlast two years have been transformational for completion in March, 2016. Second,Integer. In 2015, we completed the integration of CCC Medical Devices, which has provided a considerable return since being acquired. Third, we closed on the acquisition ofmerged with Lake Region Medical on October 27. The deal significantly expands our capabilitiesto form one of the largest MDO manufacturers in the Cardiac, Vascularworld.  In 2016, we spun-off our QiG Group, LLC subsidiary and Orthopaedic marketsits neuromodulation medical device business, known as Nuvectra, to allow both companies to capitalize on their respective growth opportunities and also extendsfocus on their respective strategic plans. In mid-2016, our reach intotransformation culminated with the Advanced Surgical market with aunification of the combined companies under one name - “Integer” - signifying the full portfolio of minimally invasive devices usedproduct offerings we can provide our customers from discrete component technologies to full active implantable medical devices.  
During 2016, we made significant progress towards integrating our two legacy companies and remain ahead of our original expectations with regards to deal synergies. This, when combined with the steps we have taken to stabilize our business throughout the year, establishes a strong foundation from which to grow. For 2017, one of our main strategic priorities will be to continue to invest in laparoscopicour business to drive growth with our customers across the full spectrum of portfolio opportunities we offer. Additionally, we are focused on delivering stockholder returns through growth in profitability and drug delivery applications. Completingcash generation in order to pay down debt. With our expanded capabilities, increased scale and experienced management team, we believe we are well positioned to drive sustainable growth and profitability, which increases our confidence as we move into 2017.
We believe Integer is well-positioned within the Lake Region acquisition marked the achievementmedical technology and medical device outsource manufacturing market and that there is a robust funnel of a key strategic milestone. The combination of the two companies under the new Integer brand establishes the Company as the premier global Medical Device Outsourceopportunities to pursue. It is contingent upon us to capitalize on these. We have expanded our medical device capabilities and are excited about opportunities to partner with customers to drive innovation. We believe we have the scale and breadth ofglobal presence, supported by world-class manufacturing and quality capabilities to meet the demands ofcapture these opportunities. We are confident in our customers and the patients they serve. Our primary focus in 2016 will be to integrate our cultures and operations intoabilities as one single integrated entity. Thus far the merger of the two organizations has gone extremely welllargest medical device outsource manufacturers, with a long history of successfully integrating companies, driving down cost and we are confident that we will be able to leverage the combined expertise to accelerate our growthgrowing revenues over the long term.long-term. Ultimately, our strategic vision is to drive shareholder value by enhancing the lives of patients worldwide and by being our customers’ partner of choice for innovative medical technologies and services.
Strategic and Financial Overview
The overriding long-term strategic objectives that weFiscal year 2016 sales of $1.39 billion increased $586 million or 73% in comparison to 2015. During 2016, incremental sales contributed by Lake Region Medical were approximately $650 million. Sales for 2016 also include the impact of foreign currency exchange rate fluctuations, which reduced legacy Greatbatch Medical sales by approximately $1 million in comparison to the prior year due to the strengthening dollar versus the Euro. Foreign currency exchange rate fluctuations are expected to have been operating under are centered around four strategic imperatives:a more material impact on our sales in 2017 due to the 7% strengthening of the U.S. dollar in comparison to the Euro during the fourth quarter of 2016. Excluding the impact of these items, as well as the divestiture of $1 million of revenue earned by Nuvectra prior to the Spin-off, organic constant currency sales decreased 8% in comparison to the prior year. This decrease was primarily due to 1) Organic Growth;the reduction of shipments in a limited number of cardiac rhythm management (“CRM”) customer programs; 2) Margin Expansion;the 30% decline in Non-Medical sales caused by the slowdown in the energy markets; and 3) Medical Device Systems; and 4) Targeted Acquisitions.contractual price reductions given in exchange for longer-term volume commitments from customers. These decreases were partially offset by growth in sales to our neuromodulation customers during 2016.
Organic Growth – One of our overriding long-term strategic objectives is to profitably grow our company organically. Fiscal year 2015 sales of $800.4 million increased 16% in comparison to the prior year period.2014. 2015 revenue includes two months of operations from Lake Region Medical, which added $138.6approximately $139 million to sales. Additionally, sales for the year were impacted by foreign currency exchange rate fluctuations, which reduced sales by approximately $14.5$14 million compared to the prior year. On an organic constant currency basis, 2015 sales decreased 2% over the prior year primarily due to a 27% decline in ElectrochemNon-Medical sales caused by the slowdown in the energy markets. Despite this decline in legacy Greatbatch sales, we were able to improve our adjusted diluted EPS by 1% through lower performance-based compensation as well as on-going continuous improvement projects.
Fiscal year 2014 sales of $687.8 million represented a 4% increase over 2013. After adjusting for the $5.8 million of revenue added from our acquisition of CCC in August 2014, as well as the $1 million positive impact of foreign currency exchange rates, sales increased 3% in 2014 due to double digit organic constant currency growth from our orthopaedic (12%) and vascular (22%) product lines due to increased sales force productivity, marketing efforts, and market growth. Partially offsetting

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these increases were declines in our portable medical and cardiac/neuromodulation product lines due to our strategic shift in 2013 to refocus our portable medical product line offerings to products that have higher profitability, and the impact of several customer inventory reduction initiatives and the end of life impact of legacy products in our cardiac product line. Similar to our revenue growth, our adjusted diluted EPS grew 16% from 2013 to 2014 due to our increased sales and operational leverage.
Going forward, growth in our cardiac/neuromodulation product line will continue to be negatively impacted by the end of life on legacy products, as well as continued pressure from our customer’s diversification and cost reduction initiatives. We also expect our Electrochem product line will continue to be negatively impacted by the downturn in the energy markets through the end of 2016.
Margin Expansion – We have a longstanding history of operational excellence, which is one of our core competencies. This, when combined with our medical device systems and our organic sales growth strategies, is expected to continue to drive both gross and operating margin expansion.
This strategic imperative was evident in our 2015 and 2014 results asDuring 2016, our gross profit as a percentage of sales (“Gross Margin”), excluding the impact of the Lake Region Medical acquisition, increased 90 decreased 210 basis points and 60 basis points, respectively. The 2015 increase was primarily due to lower performance-based compensation as well as on-going continuous improvement projects. Our 2014 Gross Margin expansion primarily resulted from our operational leverage, due27.3% in comparison to higher sales volumes, and our various productivity initiatives.
Excluding the impact of the Lake Region Medical acquisition ($12.6 million), the full year impact of CCC Medical Devices ($2.2 million), as well as higher legal fees in connection with intellectual property (“IP”) related litigation ($1.9 million) selling, general and administrative expenses (“SG&A”) for 2015 decreased $4.8 million.2015. This decrease was primarily driven by the Lake Region Medical acquisition, which historically had lower performance-based compensation ($4.1 million)Gross Margins than Greatbatch Medical (310 basis points), as well as contractual price reductions given in exchange for longer-term volume commitments from customers (210 basis points). 2015 cost savings from our various consolidation initiatives. For 2014, SG&A expenses increased 3% compared to 2013 due to our increased investment inof sales and marketing resources. Partially offsetting these increases were the cost savings generatedincludes $23.0 million of inventory step-up amortization recorded as a result of our various cost savings and consolidation initiatives. See “Cost Savings and Consolidation Efforts” contained in this item for further details on these initiatives.
Excluding the impact of the Lake Region Medical acquisition, which added $1.8 millionwas fully amortized at the end of 2015 (290 basis points).
During 2015, our Gross Margin decreased 420 basis points to research, development29.4% in comparison to 2014. This decrease was primarily driven by the Lake Region Medical acquisition and engineering costs, net (“RD&E”)inventory step-up amortization (510 basis points), RD&E increased $1.4 million primarily due to lower customer cost reimbursements partially offset by lower performance-based compensation. For 2014, RD&E

MANAGEMENT’S DISCUSSION AND ANALYSIS

During 2016, our operating income increased $95.1 million to $108.3 million in comparison to 2015. Approximately $117 million of this increase was due to the acquisition of Lake Region Medical, which includes the benefit of acquisition synergies. Since the acquisition of Lake Region Medical, we achieved approximately $34 million of cumulative annual run-rate synergies, which exceeded our $25 million target. Our 2016 operating income also benefited from the Spin-off of Nuvectra, which increased operating income approximately $19 million in comparison to 2015. These increases were partially offset by lower gross profit due to contractual price reductions as discussed above.
During 2015, our operating income decreased $62.5 million, or 83%, in comparison to 2014. This decrease was primarily due to the acquisition of Lake Region Medical, which decreased our operating income by approximately $16 million. Additionally, our operating income declined due to $42 million of additional other operating expenses, decreased 8% comparednet (“OOE”) incurred primarily due to 2013 as a result of a lower level of design verification testing (“DVT”) costs incurred in connection with the developmentacquisition of our SCS system.
We invest substantial resources in integrating our acquisitions and streamlining our operations in order to drive organic growth and profitability. This strategy was evident during 2015 and 2014 as we announced several initiatives to invest in capacity and capabilities and consolidate our manufacturing footprint. As a result, other operating expenses, net (“OOE”) totaled $66.5 million, $15.3 million and $15.8 million for 2015, 2014 and 2013, respectively. OOE for 2015 also included $38.3 million of transaction, professional and consulting fees incurred in connection with the Lake Region Medical, acquisitionthe Spin-off and the Spin-off. Asour consolidation initiatives.
During 2016 and 2015, we move forward, investing in our operations will continue to be criticalincurred $77.8 million and $29.2 million, respectively, of additional interest expense primarily due to the success$1.8 billion of our strategic imperative to drive margin expansion and attain the stated synergy goalsdebt issued in connection with the Lake Region Medical acquisition. See “Cost Savings and Consolidation Efforts” contained in this item for further details on these initiatives.In addition to the debt incurred, we issued 5.0 million shares to the former owners of Lake Region Medical as part of the consideration paid, which increased weighted average diluted shares outstanding.
The net result of the above is that GAAP net income was $6.0 million, a loss of $7.6 million and adjusted$55.5 million, for fiscal year 2016, 2015 and 2014, respectively, and GAAP diluted earnings per share (“EPS”) for fiscal year 2015 were $0.19, a loss of $0.29 and $2.14 per share for fiscal year 2016, 2015 and 2014, respectively.
We consistently report and discuss in our earnings of $2.90, respectively, compared to earnings of $2.14releases and $2.86, respectively, for 2014 and earnings of $1.43 and $2.47 for 2013. The Company estimates that the Lake Region Medical acquisition was approximately 2% dilutive to 2015investor presentations adjusted diluted EPS and adjusted EBITDA. These amounts consist of GAAP amounts adjusted for unusual or infrequently occurring items and specific items related to our acquisition and consolidation initiatives. We believe that excluding this impact,the presentation of adjusted diluted EPS would have increased approximately 3% in comparisonearnings per share and adjusted EBITDA provides important supplemental information to 2014.
Summary - In 2006 we launchedmanagement and investors seeking to understand the financial and business trends relating to our medical device strategy,financial condition and over the courseresults of the next nine years we have transformed our Company from a $320 million primarily CRM components company to a $1.4 billion fully integrated medical device company. We acquired 10 companies over this period and successfully integrated these businesses into one unified company. With our proven track record of integrating organizations, we are confident that our new Integer leadership team, alongoperations, including compliance with our 10,000 associates, have the drive and skill-setbank covenant calculations. Refer to advance our medical device strategy and create long term value“Use of Non-GAAP Financial Information” above for our shareholders.a further description of these items.


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A reconciliation of GAAP net income (loss) and diluted EPS to adjusted amounts for fiscal years 2016, 2015 and 2014 is as follows (in thousands, except per share amounts):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
 
Net
Income (Loss)
 
Per
Diluted
Share
 
Net
Income
 
Per
Diluted
Share
 
Net
Income
 
Per
Diluted
Share
Net income (loss) as reported$(7,594) $(0.29) $55,458
 $2.14
 $36,267
 $1.43
Adjustments:           
Amortization of intangibles(a)(c)
12,273
 0.45
 9,637
 0.37
 9,105
 0.36
Inventory step-up amortization (COS)(c)
15,605
 0.57
 195
 0.01
 
 
IP related litigation (SG&A)(b)(c)
2,871
 0.11
 1,626
 0.06
 179
 0.01
Medical device DVT expenses (RD&E)(c)(d)

 
 
 
 3,765
 0.15
Consolidation and optimization expenses (OOE)(c)(e)
21,158
 0.77
 6,567
 0.25
 10,602
 0.42
Acquisition and integration expenses (income) (OOE)(c)(f)
25,885
 0.95
 61
 
 (326) (0.01)
Asset dispositions, severance and other (OOE)(c)(g)
5,099
 0.19
 3,463
 0.13
 997
 0.04
Lake Region Medical transaction costs (interest expense)(c)(h)
6,151
 0.23
 
 
 
 
(Gain) loss on cost and equity method investments, net (other income, net)(c)(i)
(2,177) (0.08) (2,841) (0.11) 451
 0.02
CSN conversion option discount and deferred fee acceleration amortization(c)

 
 
 
 3,007
 0.12
R&D Tax Credit(j)

 
 
 
 (1,600) (0.06)
Adjusted net income and diluted EPS(k)
$79,271
 $2.90
 $74,166
 $2.86
 $62,447
 $2.47
Adjusted diluted weighted average shares(l)
27,304
   25,975
   25,323
  
 2016 2015 2014
 Pre-Tax 
Net
Income
 
Per
Diluted
Share
 Pre-Tax 
Net
Income (Loss)
 
Per
Diluted
Share
 Pre-Tax 
Net
Income
 
Per
Diluted
Share
As reported (GAAP)$1,185
 $5,961
 $0.19
 $(15,700) $(7,594) $0.29
 $76,579
 $55,458
 $2.14
Adjustments:                 
Amortization of intangibles(a)
37,862
 26,771
 0.86
 17,496
 12,273
 0.45
 13,877
 9,637
 0.37
Acquisition related inventory step-up amortization (COS)(a)

 
 
 22,986
 15,605
 0.57
 260
 195
 0.01
IP related litigation (SG&A)(a)(b)
3,040
 1,976
 0.06
 4,417
 2,871
 0.11
 2,502
 1,626
 0.06
Other operating expenses, net (a):
                 
Consolidation and optimization(c)
26,490
 21,582
 0.69
 26,393
 21,158
 0.77
 11,188
 6,567
 0.25
Acquisition and integration(d)
28,316
 18,554
 0.59
 33,449
 25,885
 0.95
 3
 61
 
Asset dispositions, severance and other(e)
6,931
 5,760
 0.18
 6,622
 5,099
 0.19
 4,106
 3,463
 0.13
Acquisition transaction costs(a)(f)

 
 
 9,463
 6,151
 0.23
 
 
 
(Gain) loss on cost and equity method investments, net(a)
833
 541
 0.02
 (3,350) (2,177) (0.08) (4,370) (2,841) (0.11)
Tax adjustments(g)

 (154) 
 
 
 
 
 
 
Taxes(a)
(23,666) 
 
 (22,505) 
 
 (29,979) 
 
Adjusted (Non-GAAP)

 $80,991
 $2.59
 

 $79,271
 $2.90
 

 $74,166
 $2.86
Adjusted diluted weighted average shares(h)
  31,222
     27,304
     25,975
  

MANAGEMENT’S DISCUSSION AND ANALYSIS

(a)Given our acquisition of Lake Region Medical in the fourth quarter of 2015The difference between pre-tax and in order to present our financial results in a form more comparable to other medical device companies and less acquisitive companies, we began excluding intangible asset amortization for purposes of calculating adjusted net income and adjusted diluted EPS. Prior period adjusted(loss) amounts have been recalculatedis the estimated tax impact related to exclude intangible amortization for all periods presented.
(b)In 2013, we filed suit against AVX Corporation alleging they were infringing on our intellectual property. Given the complexity and significant costs incurred pursuing this litigation, during the second quarter of 2015, we began excluding these litigation expenses from adjusted amounts. Total costs incurred in connection with this litigation in 2015 was $4.4 million pre-tax. This matter proceeded to trial during the first quarter of 2016 and a federal jury awarded Greatbatch $37.5 million in damages. Prior period adjustedrespective adjustment. Net income amounts have been recalculated to exclude these costs for all periods presented.
(c)Net of tax amountsare computed using a 35% U.S., Mexico, Germany, and France statutory tax rate, a 0% Swiss tax rate, a 20% Netherlands statutory tax rate, a 25% Uruguay statutory tax rate, and a 12.5% Ireland statutory tax rate. Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
(d)(b)As a result of our premarket approval (“PMA”) submission to the Food and Drug Administration (“FDA”) for Algovita in DecemberIn 2013, we no longer exclude DVTfiled suit against AVX Corporation alleging they were infringing on our intellectual property (“IP”). Given the complexity and significant costs associated withincurred pursuing this systemlitigation, we are excluding these litigation expenses from adjusted operating incomeamounts. Refer to Note 15 “Commitments and adjusted diluted EPS.Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information regarding this litigation.
(e)(c)During 2015 and 2014, we incurred costs primarily relatedRefer to the transfer“Cost Savings and Consolidation Efforts” section of our Beaverton, OR portable medicalthis Item and Plymouth, MN vascular manufacturing operationsNote 13 “Other Operating Expenses, Net” of the Notes to Tijuana, Mexico. Additionally, with the acquisitionConsolidated Financial Statements contained in Item 8 of Lake Region Medical,this report for additional information regarding these costs now include expenses incurred in connection with the closure of Lake Region Medical’s Arvada, Colorado site and the consolidation of its two Galway, Ireland sites initiated by Lake Region Medical in 2014. During 2013, we incurred costs related to the rationalization of our orthopaedic footprint as well as in connection with our operating unit realignment.initiatives.
(f)(d)During 2016 and 2015, we incurred $33.1 million pre-tax inacquisition and integration costs related to the acquisition of Lake Region Medical, which was acquired in October 2015. During 2015 and the integration of CCC Medical Devices. During 2014, we incurred costs related to the integration of CCC, Medical Devices. During 2013, we realized income related to the contingent consideration recordedwhich was acquired in connection with the acquisition of NeuroNexus.August 2014.

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(g)(e)2016 and 2015 costsamounts primarily include $6.0 million pre-tax in legal and professional fees incurred in connection with the pending spin-off of Nuvectra.Spin-off. 2014 costsamounts primarily include costs in connection with our business reorganization to realign our contract manufacturing operations.
(h)(f)WeDuring 2015, we recorded $9.5 million pre-tax for 2015 in transaction costs (i.e. debt commitment fees, interest rate swap termination costs, debt extinguishment charges) in connection with our acquisition of Lake Region Medical. These expenses are included as a component of interest expense in our Consolidated Statement of Operations and Comprehensive Income (Loss).
(i)(g)Pre-tax amount is gainTax adjustments for 2016 include a $2.8 million tax benefit related to certain transaction costs of $3.4 million for 2015, a gain of $4.4 million for 2014,the Lake Region Medical acquisition and the Spin-off and a loss$2.6 million tax charge recorded in connection with the enactment of $0.7 million for 2013.regulations under §987 of the Internal Revenue Code, which resulted in an adjustment to our deferred tax assets.
(j)(h)The 2015 Federal R&D tax credit was enacted during the fourth quarter of 2015 and the 2014 Federal R&D tax credit was enacted in the fourth quarter of 2014. Amounts assume that the tax credit was effective at the beginning of the year for 2015 and 2014. The 2013 and 2012 Federal R&D tax credit was enacted and recognized in 2013. The 2012 Federal R&D tax credit amount is excluded for adjusted diluted EPS purposes.
(k)The per share data in this table have been rounded to the nearest $0.01 and therefore may not sum to the total.
(l)Full year 2015 adjustedAdjusted diluted weighted average shares for fiscal year 2016 and 2015 includes 249,000 and 941,000, respectively, of potentially dilutive shares not included in the computation of dilution related to outstanding equity awards that were not dilutiveGAAP diluted weighted average shares because their effect would have been anti-dilutive for GAAP EPS purposes.
In connection withFor 2016, adjusted diluted EPS decreased 11% to $2.59 per share in comparison to 2015 primarily due to the decline in gross profit as discussed above. Note that the results of Nuvectra prior to the Spin-off decreased 2016 adjusted net income by $2.6 million and adjusted EPS by $0.08 per share.
For 2015, adjusted diluted EPS increased 1% to $2.90 per share in comparison to 2014. We estimate that the Lake Region Medical acquisition we incurred $1.8 billion of additional indebtedness. As of January 1, 2016, our debt service obligations, comprised of principalwas approximately 2% dilutive to 2015 adjusted diluted EPS, and interest, for 2016 are estimated to be approximately $130 million. As a result ofthat excluding this increase in our outstanding indebtedness, demands on our cash resourcesimpact, adjusted diluted EPS would have increased significantly. Accordingly, during 2015 we began presenting EBITDA and adjusted EBITDAapproximately 3% in our SEC reports in ordercomparison to present a measure of our cash generation, which is important to holders of our public debt, and to be more consistent with how other medical device companies report results. These measures are generally consistent with how we calculate adjusted EBITDA for our debt covenant ratios.2014.
A reconciliation of GAAP net income (loss) as reported to EBITDA and adjusted EBITDA for fiscal years 2016, 2015 and 2014 is as follows (dollars in thousands):follows:
Year Ended
January 1, January 2, January 3,
(dollars in thousands)2016 2015 20142016 2015 2014
Net income (loss) as reported$(7,594) $55,458
 $36,267
Net income (loss) as reported (GAAP)$5,961
 $(7,594) $55,458
          
Interest expense33,513
 4,252
 11,261
111,270
 33,513
 4,252
Provision (benefit) for income taxes(8,106) 21,121
 12,571
(4,776) (8,106) 21,121
Depreciation27,136
 23,320
 22,799
52,662
 27,136
 23,320
Amortization17,496
 13,877
 13,167
37,862
 17,496
 13,877
EBITDA62,445
 118,028
 96,065
EBITDA (Non-GAAP)202,979
 62,445
 118,028
          
Inventory step-up amortization22,986
 260
 
Acquisition related inventory step-up amortization
 22,986
 260
IP related litigation4,417
 2,502
 276
3,040
 4,417
 2,502
Stock-based compensation expense9,287
 12,893
 12,965
Medical device DVT expenses
 
 5,793
Stock-based compensation expense excluding OOE6,933
 9,287
 12,893
Consolidation and optimization expenses26,393
 11,188
 14,758
26,490
 26,393
 11,188
Acquisition and integration expenses (income)33,449
 3
 (502)
Acquisition and integration expenses28,316
 33,449
 3
Asset dispositions, severance and other6,622
 4,106
 1,534
6,931
 6,622
 4,106
Noncash (gain) loss on cost and equity method investments275
 (1,190) 694
1,495
 275
 (1,190)
Adjusted EBITDA$165,874
 $147,790
 $131,583
Adjusted EBITDA as a % of sales20.7% 21.5% 19.8%
Adjusted EBITDA (Non-GAAP)$276,184
 $165,874
 $147,790
The changes in adjusted EBITDA for fiscal year 20152016 versus fiscal year 20142015 and 20132014 are the result of the same factors that drove the changes in adjusted diluted EPS as discussed above.
Medical Device Systems – In 2008, we began evolving

MANAGEMENT’S DISCUSSION AND ANALYSIS

Business Outlook
Our current full-year 2017 outlook is as follows (in millions, except for per share amounts):
 GAAP Adjusted Basis
 High Low High Low
Revenue$1,430 $1,390 $1,430 $1,390
Earnings per Diluted Share$1.50 $1.10 $3.10 $2.70
Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measures for adjusted basis earnings per diluted share, included in our product offerings“Business Outlook” above, are not available without unreasonable efforts on a forward-looking basis due to include the development of complete medical device systems in order to raise the growthhigh variability, complexity and profitability profile of our Company. This medical device systems strategy is being facilitated through QiG and leverages the component technology of Greatbatch Medical. More specifically, this strategy includes the development of a neuromodulation platform that can be used to support multiple devices. Algovita, the first application of QiG’s neurostimulation technology platform, is indicated for the treatment of chronic painvisibility of the trunkcharges excluded from this non-GAAP financial measure.
Adjusted basis earnings per diluted share for 2017 is expected to consist of GAAP Net Income and limbs.

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Algovita received CE Mark approval during 2014EPS, excluding items such as intangible amortization, IP related litigation costs, and PMA approval during the fourth quarter of 2015. QiG anticipates launching Algovita commercially in the United States during the first half of 2016. Net medical device costs incurred by QiG were $25.9 for 2015 compared to $23.3 million for 2014consolidation, acquisition, integration, and $30.5 million for 2013. Medical device costs for 2013 include $5.8 million of DVT costs incurred in connection with the development of Algovita. After the pending Spin-off is completed, our design and development of complete medical device systems will be completed by the combined teams in Greatbatch Medical, Lake Region Medical, and CCC. 
Targeted Acquisitionsasset disposition/write-down charges totaling approximately $72 million. The results for 2015, 2014 and 2013 include theafter-tax impact of our acquisition of Lake Region Medical in October 2015, CCC in August 2014, and NeuroNexus in February 2012. Going forward, we will continuethese items is estimated to evaluate certain acquisition opportunities to either enhance our top and bottom line growth trajectory, and/be approximately $50 million, or expand our pipeline technologies. Our strategic criteria for these acquisitions is that they should drive expansion in our core markets, allow us to enter adjacent growth markets, focus on proprietary technology, can be tightly integrated into our operating base, and enhance our return on invested capital.approximately $1.60 per diluted share.
Cost Savings and Consolidation Efforts
In 2016, 2015 2014, and 2013,2014, we recorded charges in OOE related to various cost savings and consolidation initiatives. These initiatives were undertaken to improve our operational efficiencies and profitability, the most significant of which are as follows (dollars in millions):
Initiative Expected Expense Expected Capital 
Expected Annual Cost Savings(a)
 Expected Completion Date
2014 investments in capacity and capabilities  $34$50 - $39$55  $25$24 - $28$25  > $20 20162017
OrthopaedicOrthopedic facilities optimization $45 - $48 $3031 - $35 $1015 - $15$20 20162017
Legacy Lake Region Medical consolidations $1320 - $15$25 $45 - $5$6 $812 - $9$13 20162018
See(a) Represents the annual benefit to our operating income expected to be realized from these initiatives through cost savings and/or increased capacity. These benefits will be phased in over time as the various initiatives are completed, some of which are already included in our current period results.
We continually evaluate our operating structure in order to maximize efficiencies and drive margin expansion. Future charges are expected to be incurred as a result of the consolidation and optimization of the combined Greatbatch Medical and Lake Region Medical businesses. We seek to create an optimized manufacturing footprint, leveraging our increased scale and product capabilities while also supporting the needs of our customers. Our efforts will include:
potential manufacturing consolidations;
continuous improvement;
productivity initiatives;
direct material and indirect expense savings opportunities; and
the establishment of centers of excellence around the world.
Since the acquisition of Lake Region Medical, we achieved approximately $34 million of cumulative annual run-rate synergies, which exceeded our $25 million target. These net synergies are expected to increase to $60 million by 2018. We expect the total investment necessary to achieve these synergies to consist of $20 million to $25 million in capital expenditures and $40 million to $50 million of operating expenses. Refer to Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about the timing, cash flow impact, and amount of future expenditures for these initiatives. We continually evaluate our operating structure in order to maximize efficiencies and drive margin expansion. In 2016, OOE is expected to be comparable to the 2015 levels primarily due to the integrationcost savings and consolidation efforts in connection with the Lake Region Medical acquisition. We expect to achieve $25 million in annual savings for 2016 from the Lake Region Medical acquisition and have a long-term goal of at least $60 million in annual savings, which is expected to be achieved over the next three years.initiatives.


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MANAGEMENT’S DISCUSSION AND ANALYSIS

Product Development
Greatbatch Medical and Lake Region Medical
Our core business is well positioned because our OEM customers leverage our portfolio of intellectual property, and we continue to build a healthy pipeline of diverse medical technology opportunities. The combination of Greatbatch and Lake Region Medical brings together two highly complementary organizations that can provide a new level of industry leading capabilities and services to OEM customers while building value for shareholders. Through this transformative deal, we are at the forefront of innovating technologies and products that help change the face of healthcare, providing our customers with a distinct advantage as they bring complete systems and solutions to market. In turn, our customers will be able to accelerate patient access to life enhancing therapies. The newly combined company will be able to offer a substantially more comprehensive portfolio for customers utilizing the best technologies, providing a single point of support, and driving optimal outcomes. Some of the more significant product development opportunities Greatbatch Medical and Lake Region Medical are pursuing are as follows:
Product LineProduct Development Opportunities
Advanced Surgical, Orthopaedics, and Portable MedicalDeveloping a portfolio of single use products and instruments for the orthopaedics market.
Developing a portfolio of wireless products for the portable medical and orthopaedic markets.
Cardio and VascularDeveloping a portfolio of catheter, wire-based, sensor and coating products for the cardio and vascular markets.
Cardiac/Neuromodulation
Developing next generation technology programs including Gen 2 QHR battery, next generation filtered feedthroughs, high voltage capacitors and vertically integrated lead solutions.
ElectrochemDeveloping power solutions to advance performance and reliability of battery packs in critical environments.
QiG
Through QiG, we can develop or assist our customers to develop complete medical devices. Algovita, our SCS system for the treatment of chronic pain of the trunk and limbs, is the first application of QiG’s neurostimulation technology platform that was designed to target unmet clinical needs with a focus on safety and product differentiation for all user groups. This product received CE Mark approval in 2014, was approved by the United States Food and Drug Administration during 2015, and is expected to commercially launch in the United States during the first half of 2016.
QiG is also working to develop additional medical device systems utilizing its neurostimulation platform in the fields of SNS and DBS. After the pending Spin-off is completed, our design and development of complete medical device systems will be completed by our combined teams in Greatbatch Medical, Lake Region Medical, and CCC. We are now able to more broadly partner with medical device companies, leveraging Greatbatch Medical’s core components discrete technology, the design and manufacturing expertise of Lake Region Medical, and the full device capabilities of CCC which will enhance our medical device innovation efforts.
Government Regulation
The Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively “Health Care Reform”) legislated broad-based changes to the U.S. healthcare system that could significantly impact our business operations and financial results, including higher or lower revenue, as well as higher employee medical costs and taxes. Health Care Reform imposes significant new taxes on medical device OEMs, which will result in a significant increase in the tax burden on our industry and which could have a material negative impact on our financial condition, results of operations and our cash flows. Beginning on January 1, 2016, the medical device excise tax was suspended through December 31, 2017, but if this suspension is not continued or made permanent thereafter, the medical device excise tax will be automatically reinstated starting on January 1, 2018. Other elements of Health Care Reform such as comparative effectiveness research, an independent payment advisory board, payment system reforms including shared savings pilots and other provisions could meaningfully change the way healthcare is developed and delivered, and may materially impact numerous aspects of our business, results of operations and financial condition. Many significant parts of Health Care Reform will be phased in over the next several years and require further guidance and clarification in the form of regulations. The medical device tax increased our cost of sales by $0.6 million, $0.7 million, and $0.5 million in 2015, 2014 and 2013, respectively.
Our Collegeville, PA facility, which was acquired as part of the Lake Region Medical acquisition, is subject to two administrative consent orders entered into with the U.S. Environmental Protection Agency (the “EPA”), which require ongoing

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groundwater treatment and monitoring at the site as a result of historic leaks from underground storage tanks. Upon approval by the EPA of our proposed post remediation care plan, which requires a continuation of the groundwater treatment and monitoring process at the site, we expect that the consent orders will terminate. During the first half of 2016, we expect a decision from the EPA on whether our post remediation care plan has been approved. The groundwater treatment process at our Collegeville facility consists of a groundwater extraction and treatment system and the performance of annual sampling of a defined set of groundwater wells as a means to monitor containment within approved boundaries.
Our Critical Accounting EstimatesCRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our consolidated financial statements. Management considers an accounting estimate to be critical if (1) it requires assumptions to be made that were uncertain at the time the estimate was made; and (2) changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operations, financial position or cash flows. Our most critical accounting estimates are described below. We also have other policies that we consider key accounting policies, such as our policies for revenue recognition;recognition policy; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective.
Business AcquisitionsIntangible Assets and Intangible AssetsGoodwill
We account for acquired businessesbusiness combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective estimated fair values. The cost to acquire a company is allocated to the tangible and intangible assets of the acquired company and liabilities we assumeassumed based on estimates of their respective fair values at the date of acquisition. Our more significant intangible assets, other than goodwill, include tradenames, trademarks, patents, technology, and customer lists. Any excess of the purchase price over the estimated fair values of the net identified tangible and intangible assets acquired is recorded as goodwill. The judgments made in determiningDetermining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, requires us to make significant estimates and judgments, which can materially impact our results of operations. Additionally, these estimates also form the basis of whether or not an impairment charge should be recorded. For these reasons, these estimates are considered to be critical accounting estimates.
Definite-lived intangible assets are amortized over the expected life of the asset. Goodwillasset and some of ourare tested for impairment when events or circumstances indicate that their carrying value may not be recoverable. Indefinite lived intangible assets, are considered non-amortizing intangible assets as they are expected to generate cash flows indefinitely. Goodwillwhich include goodwill, tradenames and indefinite-lived intangible assetstrademarks, are not amortized but are required to be assessedtested for impairment on an annual basis or more frequently if certain indicators are present. Goodwill is evaluated for impairment at the reporting unit level, which is defined as an operating segmentevent or one level below an operating segment. Definite-lived intangible assets are amortized overchange in circumstance occurs that would indicate that their estimated useful lives and are assessed for impairment if certain indicators are present.carrying amount may be impaired.
Assumptions/Assumptions / Approach Used
We base theThe fair value of identifiable tangible and intangible assets, on detailed valuations that use informationincluding goodwill, is based upon management’s assumptions and assumptions provided by management. The fair values of intangible assets areis determined using one of three valuation approaches: market, income or cost. The selection of a particular method depends on the reliability of available data and the nature of the asset. The market approach values the asset based onutilizes available market pricing for comparable assets. The income approach values the assetis based onupon the present value of risk adjusted cash flows projected to be generated by thatthe asset. The projected cash flows for each asset considers multipleconsider several factors from the perspective of a marketplacemarket participant, including current revenue expectations from existing customers, attrition trends, pricing, reasonable contract renewal assumptions, new product launches, cost synergies, royalty rates and expected profit margins, giving consideration to historical and expected margins. The cost approach valuesis based upon the asset by determiningcost to replace the current cost of replacing that asset with another of equivalent economic utility. The cost to replace the asset reflects the estimated reproduction or replacement cost less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence, if indicated.
We perform an annual reviewOur indefinite-lived intangible assets, other than goodwill, consist of the Greatbatch and Lake Region tradenames and were tested for impairment on the last day of eachour fiscal year using a form of the income approach referred to as the relief from royalty method. The key assumptions in the analysis performed as of December 30, 2016 include projected future revenues consistent with those discussed in the Business Outlook section of this Item, a discount rate of 11.0%, royalty rates ranging from 1.0% to 2.0%, a tax rate of 38% and a terminal growth rate of 3.00%. The assumptions used also incorporated the forward-looking statements made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Item.
We do not believe that the Greatbatch tradename is at risk of failing future impairment analysis unless there is a significant decline in future revenues, as the results of the current year impairment analysis indicated that the fair value of the Greatbatch tradename was in excess of its carrying value by over 300%. The Lake Region tradename may be subject to future impairment if projected future revenues are not achieved or if there is a change to the underlying assumptions discussed above.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Goodwill is required to be tested for impairment on the last day of the fiscal year or more frequently if indicators of potentialan event or change in circumstance occurs that would indicate that its carrying amount may be impaired. Goodwill is tested for impairment exist, to determine ifat the recorded goodwill and other indefinite-lived intangible assets are impaired. We assess goodwill for impairmentreporting unit level, which is defined as an operating segment or one level below, by comparing the fair value of oureach reporting unitsunit to theirits carrying value to determine if there is potential impairment.value. When evaluating goodwill for impairment, we may elect to first perform an assessment of qualitative factors, referred to as the “step-zero” approach, to determine if the fair value of the reporting unit is more-likely-than-not greater than its carrying amount. If, basedBased on the review of the qualitative factors, if we determine it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying value, the required two-step quantitative impairment test can beby bypassed. If we dodetermine that it is more-likely-than not perform a qualitative assessment or ifthat the fair value of the reporting unit is more-likely-than-not less than its carrying value, or if we must performchose to bypass the qualitative assessment altogether, we are required to test goodwill for impairment under the two-step quantitative impairment test, andapproach. The first step of the quantitative approach is to calculate the estimated fair value of theeach reporting unit.unit and compare it to its carrying value. If based upon the two-step impairment test, it is determined that the fair value of athe reporting unit is greater than its carrying value, then goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying value, we must complete the second step of the quantitative approach and compute an impairment loss is recorded toloss.
As a result of the extentSpin-off in March 2016, we performed a step-zero goodwill impairment analysis for our QiG reporting unit. Based upon our review of the qualitative factors under the step-zero approach, we determined that it was more-likely-than-not that the implied fair value of QiG was greater than its carrying value, thus the goodwill withintwo-step quantitative approach was not required. The qualitative factors considered included, but were not limited to, macroeconomic conditions, share price, competitive environment, industry and market data, cost factors, the overall financial performance of each of the reporting units, the results of the last impairment test, and other entity and reporting unit is less than its

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specific events.


carrying value. FairAs a result of the Lake Region acquisition in October 2015 and the Spin-off in March 2016, we reorganized our operations including our internal management and financial reporting structure, which was completed in the fourth quarter of 2016. As a result, we reevaluated and revised our reportable operating segments from Greatbatch Medical, QiG and Lake Region Medical to Medical and Non-Medical. As required, we reallocated goodwill to each of the new reportable operating segments based upon their relative fair values, for reporting units areas determined based onusing a combination of the income and market approaches. Indefinite-lived intangible assets are evaluatedThis change in reportable operating segments also triggered us to perform a step-zero goodwill impairment analysis for the previous reporting units immediately prior to the change. Based upon our review of the qualitative factors under the step-zero approach, we determined that it was more-likely-than-not that the fair value of Greatbatch Medical, QiG and Lake Region Medical were greater than their carrying value, thus the two-step quantitative approach was not required. The qualitative factors considered included, but were not limited to, macroeconomic conditions, share price, competitive environment, industry and market data, cost factors, the overall financial performance of each of the reporting units, the results of the last impairment test, and other entity and reporting unit specific events.
For our annual impairment test on December 30, 2016, we chose to bypass the step-zero qualitative assessment and tested goodwill for impairment by using the two-step quantitative approach. The fair value of each reporting unit, Medical and Non-Medical, was determined using a combination of the income approach. Definite-lived intangible assets are reviewed at least quarterlyand market approaches. The present value of the risk adjusted cash flows computed under the income approach for the Medical reporting unit were calculated using projected future revenues consistent with those discussed in the Business Outlook section of this Item, a discount rate of 9.0%, a tax rate of 28%, and a long-term terminal growth rate of 3.0%. The market approach used for the Medical reporting unit considered EBITDA multiples based upon comparable public companies ranging from 8.5x to determine if any conditions exist or9.5x and recent market transactions ranging from 10.5x to 12.5x. The present value of the risk adjusted cash flows computed under the income approach for the Non-Medical reporting unit were calculated using a changediscount rate of 10.0%, a tax rate of 38%, and a long-term terminal growth rate of 3.0%. The market approach used for the non-medical reporting unit considered EBITDA multiples based upon comparable public companies of 9.5x and recent market transactions ranging from 11.0x to 13.5x. The assumptions used in circumstances has occurredour 2016 impairment analysis for the Medical and Non-Medical reporting units also incorporated the forward-looking statements made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Item.
Based upon our step one quantitative assessment, it was determined that would indicate impairment or a change inthe fair value of both the Medical and Non-Medical reporting units exceeded their remaining useful life.carrying value and that the second step of the quantitative approach was not required.
We do not believe that the legacy Greatbatch goodwill allocated to our Greatbatchthe Medical and QiG segments arereporting unit is at risk of failing step one of future annual impairment testsanalysis unless operating conditions significantly deteriorate, givenas the results of our 2015 step zero qualitativecurrent year impairment analysis as well asindicated that the significant amount that our estimated fair value for these assetsof the Medical reporting unit was in excess of their respective book values as of January 3, 2014, the date of our last step one goodwill impairment test. The goodwill allocated to our Lake Region Medical segment may be subject to future impairment if their actual operating results deteriorate from the results from that were expected when we performed the initial purchase price allocation.its carrying value by over 50%. Examples of a significant deterioration in operating conditions which could impact the valuation and/or result in an impairment of goodwill are as follows: for Greatbatch Medical and Lake Region Medical,include the loss of one or more significant customers, technology obsolescence, product liability claims or significant manufacturing disruption, among others. For QiG, regulatory non-approvalamongst other factors. The goodwill allocated to the Non-Medical reporting unit may be subject to future impairment if actual operating results continue to deteriorate consistent with the previous two fiscal years, which was driven by the downturn in the energy markets. Based upon our quantitative assessment, it was determined that the fair value of new medical device systems, lackthe Non-Medical reporting unit was in excess of market acceptance, discontinuation of significant development projects, technology obsolescence or failure of technology, among others.its carrying value by approximately 15%.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Effect of Variation of Key Assumptions Used
The use of alternative valuationWe make certain estimates and assumptions including estimatedthat affect the expected future cash flows and fair value of our reporting units within our quantitative goodwill impairment analysis. These include discount rates, and alternative estimated useful life assumptions could result in significant changes to our intangible asset fair value estimates. These changes in fair value estimates could impact the amount and timing of future intangible asset amortization expense and/or result in impairment losses.
As part of our 2015 step zero qualitative goodwill analysis, we made certain assumptions by evaluating factors including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, share price fluctuations, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. We also make assumptions involving thetax rates, terminal growth rates, projections of future revenues and expenses that impact the results of our step-zero impairment analysis.and EBITDA multiples, among others. Significant changes in these estimates and assumptions could create future impairment losses to our goodwill. The assumptions used in our 2015 impairment analysis incorporate the forward-looking statements made in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section.
For the last step one impairment test for QiG, which was performed as of January 3, 2014, the fair value for our QiG reporting unit was determined primarily through the use of the income approach. The projected cash flows used to determine the fair value of the QiG reporting unit were based upon internal revenue and expense projections, discount rates and probability of success factors based upon the stage of completion of the medical device projects within QiG. Revenue projections were assumed to increase for QiG as market share was garnered by its medical devices. As QiG products were in the clinical and development stage, projected market share penetration rates were assumed to grow from low single digits in the early years up to maximum market share penetration rates that ranged between 6% and 15%. The discounted cash flow analysis for QiG included a discount rate of 20% and probability of success factors ranging between 75% to 90%. The fair value calculation for QiG was corroborated with market data such as recent acquisitions for comparable companies, analyst reports and discussions with potential commercial partners of QiG.
For our indefinite-lived intangible assets, we make estimates of royalty rates, ranging from 0.25% to 2.0%,tax rates, terminal growth rates, future revenues, and discount rates ranging from 9.5% to 11.5%.rates. Significant changes in these estimates could create future impairments of these assets.
Estimation of the useful lives of indefinite-indefinite and definite-liveddefinite lived intangible assets is based upon the estimated cash flows of the respective intangible asset and requires significant management judgment. Events could occur that would materially affect our estimates of the useful lives. Significant changes in these estimates and assumptions could change the amount of future amortization expense or could create future impairmentsimpairment of these intangible assets.
As a result of the Lake Region Medical acquisition and the expected Spin-off, the Company is reevaluating its operating and reporting segments, which is expected to be finalized in 2016 once the corporate and management reporting structure realignment is completed. The way we allocate resources and evaluate our businesses determines the reporting unit level which goodwill is tested for impairment. Significant changes to these reporting units could create future impairments of goodwill.
As of January 1,December 30, 2016, we have $2.0$1.9 billion of intangible assets recorded on our consolidated balance sheet, representing approximately 67% of total assets. This includes $894.0$849.8 million of amortizing intangible assets, $90.3 million of indefinite-lived intangible assets and $1.0 billion$967.3 million of goodwill. A 1% changeincrease in the amortization of our intangible assets would change 2015decrease our 2016 net income (loss) by approximately $0.1$0.25 million, or less than $0.01 per diluted share. A 1% impairment of our intangible assets would decrease our 2016 net income by approximately $12.4 million, or approximately $0.004$0.40 per diluted share.

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Stock-based compensationCompensation
We record compensation costs related to our stock-based awards, which include stock options, restricted stock and restricted stock units. We measure stock-based compensation cost at the grant date based on the fair value of the award.
Compensation cost for service-based awards is recognized ratably over the applicable vesting period. Compensation cost for performance awards based on Company financial metrics is reassessed each period and recognized based upon the probability that the performance targets will be achieved. Compensation cost for performance awards based on market metrics, (suchsuch as total shareholder return)return, is expensed each period whether the performance metrics are achieved or not. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest as well asdue to the employee meeting the service element of the award, including market and nonmarket performance award considerations.awards. The total expense recognized over the vesting period will only be for those awards that ultimately vest as well as marketfor service-based and nonmarketnonmarket-based performance award considerations.awards. The total expense recognized over the vesting period for market-based performance awards will only be for those awards where the service requirements were met.
Assumptions/Assumptions / Approach Used
We utilize the Black-Scholes Option Pricing Model to determine the fair value of stock options. We are required to make certain assumptions with respect to selected Black-Scholes model inputs, including expected volatility, expected life, expected dividend yield and the risk-free interest rate. Expected volatility is based on the historical volatility of our stock over the most recent period commensurate with the estimated expected life of the stock options. The expected life of stock options granted, which represents the period of time that the stock options are expected to be outstanding, is based primarily on historical data. The expected dividend yield is based on our history and expectation of dividend payouts. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life.
The fair value of time-based as well asand nonmarket-based performance restricted stock and restricted stock unit awards is equal to the fair value of the Company’s stock on the date of grant.grant date. The fair value of market-based performance restricted stock unit awards is determined by utilizing a Monte Carlo simulation model, which projects the value of GreatbatchInteger stock versus our peer group under numerous scenarios and determines the value of the award based upon the present value of these projected outcomes.
Compensation cost for nonmarket-based performance awards is reassessed each period and recognized based upon the probability that the performance targets will be achieved. That assessment is based uponachieved considering actual and expected future performance.
Stock-based compensation expense is recorded for those awards that arewhere the service period is expected to vest, as well asbe met by the associate, including market and nonmarket performance award considerations.awards. Forfeiture estimates for determining appropriate stock-based compensation expense are estimatedmade at the time of grant date based on historical experience and demographic characteristics. Revisions are made to those estimates in subsequent periods if actual forfeitures differ from estimated forfeitures.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Effect of Variation of Key Assumptions Used
Option pricing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. BecauseAs our share-based payments have characteristics significantly different from those of freely traded options, and because changes in the subjective input assumptions can materially affect our estimates, of fair values, existing valuation models may not provide reliable measures of the fair values of our share-basedshared-based compensation. Consequently, there is a risk that our estimates of the fair values of our share-based compensation awards may bear little resemblance to the actual values realized upon the exercise, expiration or forfeiture of those share-based payments in the future. Stock options may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our consolidated financial statements. Alternatively, value may be realized from these instruments that areis significantly in excess of the fair values originally estimated on the grant date and reported in our consolidated financial statements. There are significant differences among valuation models. Thismodels, which may result in a lack of comparability with other companies that use different models, methods and assumptions.
There is a high degree of subjectivity involved in selecting the assumptions to be utilized to determine fair value and forfeiture assumptions.rates. If factors change, and resultresulting in the use of different assumptions in future periods, the expense that we record for future grants may differ significantly from what we have recorded in the current period. Additionally, changes in performance of the Company and its stock price will affect the likelihood that performance-basednon-market-based performance targets are achieved and could materially impact the amount of stock-based compensation expense recognized.
A 1% changeincrease in our stock-based compensation expense would change 2015decrease our 2016 net income (loss) by approximately $0.06$0.1 million, or approximately $0.002less than $0.01 per diluted share.

- 45 -As discussed in Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report, we will be adopting Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” in the first quarter of fiscal year 2017. This new guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The adoption of this ASU is not expected to have a material impact on our Consolidated Financial Statements.




Inventories
Inventories are stated at the lower of cost, determined using the first-in, first-out method, or market.
Assumptions/Assumptions / Approach Used
Inventory costing requires complex calculations that include assumptions for overhead absorption, scrap, sample calculations, manufacturing yield estimates, costs to sell, and the determination of which costs may be capitalized. The valuation of inventory requires us to estimate obsolete or excess inventory, as well as inventory that is not of saleable quality.
Effect of Variation of Key Assumptions Used
Variations in methods or assumptions could have a material impact on our results. If our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we could be required to record additional inventory write-downswrite-down or expense a greater amount of overhead costs, which would have a negativenegatively impact on our net income.
As of January 1,December 30, 2016, we have $252.2$225.2 million of inventory recorded on our consolidated balance sheet, representing approximately 8% of total assets. A 1% write-down of our inventory would change 2015decrease our 2016 net income (loss) by approximately $1.6$1.5 million, or approximately $0.06$0.05 per diluted share.
As discussed in Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report, we will be adopting ASU No. 2015-11, “Simplifying the Measurement of Inventory,” which requires inventory to be measured at the lower of cost or net realizable value, on a prospective basis in the first quarter of fiscal 2017. We intend to adopt this guidance in the first quarter of fiscal year 2017 on a prospective basis and are currently assessing the impact of adopting this ASU on our Consolidated Financial Statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Tangible long-lived assetsLong-Lived Assets
Property, plant and equipment and other tangible long-lived assets are carried at cost. The cost of property, plant and equipment is charged to depreciation expense over the estimated life of the operating assets, primarily usingon a straight-line rates.basis. Tangible long-lived assets are subject to impairment assessment if certain indicators are present.
Assumptions/Assumptions / Approach Used
We assess the impairment of tangible long-lived assets for impairment when events occur or changes in circumstances change that would indicate that the carrying value of the asset (asset group) may not be recoverable. Factors that we consider in deciding when to perform an impairment review include, but are not limited to: a significant decrease in the market price of the asset (asset group); a significant change in the extent or manner in which a long-livedthe asset (asset group) is being used or in its physical condition; a significant change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the construction;acquisition or construction of a long-lived asset (asset group); a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); orand a current expectation that it is more likely than not that a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
Recoverability potential is measured by comparing the carrying amount of the asset (asset group) to the related total undiscounted future undiscounted cash flows. The projected cash flows for each asset (asset group) considers multiple factors, including current revenue from existing customers, proceeds from the sale of the asset (asset group), reasonable contractcontractual renewal assumptions and expected profit margins, giving consideration tobased on historical and expected future margins. If an asset’s (assets(asset group’s) carrying value is not recoverable through related undiscounted future cash flows, the asset (asset group) is considered to be impaired. Impairment is measured by comparing the asset’s (asset group’s) carrying amount to its fair value.
When it is determined that the useful liveslife of assets arean asset (asset group) is shorter than originally estimated, and there are sufficient cash flows to supportsupporting the carrying value of the assets,asset (asset group), we accelerate the rate of depreciation in order to fully depreciate the assetsasset over theirits shorter useful lives.life.
Effect of Variation of Key Assumptions Used
Estimation of the cash flows and useful lives of tangible long-lived assets that are long-lived requires significant management judgment. Events could occur that would materially affect our estimates and assumptions. Unforeseen changes in operationssuch as loss of one or more significant customers, technology obsolescence, or significant manufacturing disruption, amongst other factors, could substantially alter the assumptions regarding the ability to realize the return of our investment in long-lived assets or thetheir estimated useful lives. Also, as we make manufacturing process conversions and other facility consolidation decisions, we must make subjective judgments regarding the remaining cash flows and useful lives of our assets, primarily manufacturing equipment and buildings. Significant changes in these estimates and assumptions could change the amount of future depreciation expense or could create future impairments of these long-lived assets (asset groups).
As of January 1,December 30, 2016, we have $379.5$372.0 million of tangible long-lived assets recorded on our consolidated balance sheet, representing approximately 13% of total assets. A 1% write-down in our tangible long-lived assets would change 2015decrease our 2016 net income (loss) by approximately $2.5$2.4 million, or approximately $0.09$0.08 per diluted share.

- 46 -




Provision for income taxesIncome Taxes
Our consolidated financial statements have been prepared using the asset and liability approach in accounting for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the asset will not be realized.
Assumptions/Assumptions / Approach Used
In recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of temporary differences based upon the timing of the expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, we must increase our provision for income taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Alternatively, we may make estimates about the potential usage of deferred tax assets that decrease our valuation allowances.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for uncertain tax positions when we believe that certainthose tax positions do not meet the more likely than not threshold. We adjust these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or the lapse of statutes of limitations. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate.
Effect of Variation of Key Assumptions Used
Changes could occur that would materially affect our estimates and assumptions regarding deferred taxes. Changes in current tax laws and tax rates could affect the valuation of deferred tax assets and liabilities, thereby changing the income tax provision. Also, significant declines in taxable income could materially impact the realizable value of deferred tax assets.
At January 1,December 30, 2016, we had $205.4$204.2 million of gross deferred tax assets on our consolidated balance sheet and a valuation allowance of $39.2$35.4 million has been established for certain deferred tax assets, as it is more likely than not that they will not be realized. As January 1,of December 30, 2016, the Company has federal net operating loss (“NOL”) carryforwards of approximately $386.2$388.6 million expiring at various dates through 2035.2034. If not utilized, these carryforwards will begin to expire in 2019. In assessing the realizability of the deferred tax asset associated with the NOLs, management relied on the reversal of deferred tax liabilities within the U.SU.S. taxing jurisdictions of approximately $866.3$861.7 million.
As of December 30, 2016, we had unrecognized tax positions of $10.6 million. Within the next twelve months, it is reasonably possible that approximately $0.6 million of the total uncertain tax positions recorded will reverse, primarily due to the expiration of statutes of limitation in various jurisdictions and/or audit settlements. Approximately $9.8 million would favorably impact the effective rate once settled.
A 1% changedecrease in the effective tax rate would impactdecrease the current year benefit for incomeincomes taxes by $0.2less than $0.01 million and 20152016 diluted earnings per share by $0.006less than $0.01 per diluted share. An increase in the valuation allowance representing 1% of our gross deferred tax assets would decrease our 2016 net income by approximately $2.0 million, or $0.07 per diluted share.

- 47 -


MANAGEMENT’S DISCUSSION AND ANALYSIS


Our Financial Results
We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. Fiscal years 2015, 2014 and 2013 ended on January 1, 2016, January 2, 2015 and January 3, 2014, respectively. Fiscal years 2015 and 2014 contained fifty-two weeks and fiscal year 2013 contained fifty-three weeks.
Year Ended 2015 vs. 2014 2014 vs. 2013  2016 vs. 2015 2015 vs. 2014
January 1,
2016
 January 2,
2015
 January 3,
2014
 
$
Change
 
%
Change
 
$
Change
 
%
Change
2016 2015 2014 
$
Change
 
%
Change
 
$
Change
 
%
Change
Dollars in thousands, except per share dataDollars in thousands, except per share data            Dollars in thousands, except per share data            
Product Line Sales:             
Advanced Surgical, Orthopaedics, and Portable Medical$243,385
 $216,339
 $208,990
 $27,046
 13 % $7,349
 4 %
Cardio and Vascular143,260
 58,770
 48,357
 84,490
 144 % 10,413
 22 %
Cardiac/Neuromodulation356,064
 330,921
 328,455
 25,143
 8 % 2,466
 1 %
Electrochem59,449
 81,757
 78,143
 (22,308) (27)% 3,614
 5 %
Medical Sales:             
Cardio & Vascular$568,510
 $143,260
 $58,770
 $425,250
 297 % $84,490
 144 %
Cardiac & Neuromodulation389,403
 356,064
 330,921
 33,339
 9 % 25,143
 8 %
Advanced Surgical, Orthopedics & Portable Medical392,778
 243,385
 216,339
 149,393
 61 % 27,046
 13 %
Elimination of interproduct line sales(1,744) 
 
 (1,744) NA
 
  %(5,592) (1,744) 
 (3,848) N/A
 (1,744) NA
Total Medical Sales1,345,099
 740,965
 606,030
 604,134
 82 % 134,935
 22 %
Non-Medical41,679
 59,449
 81,757
 (17,770) (30)% (22,308) (27)%
Total sales800,414
 687,787
 663,945
 112,627
 16 % 23,842
 4 %1,386,778
 800,414
 687,787
 586,364
 73 % 112,627
 16 %
Cost of sales565,279
 456,389
 444,632
 108,890
 24 % 11,757
 3 %1,008,479
 565,279
 456,389
 443,200
 78 % 108,890
 24 %
Gross profit235,135
 231,398
 219,313
 3,737
 2 % 12,085
 6 %378,299
 235,135
 231,398
 143,164
 61 % 3,737
 2 %
Gross profit as a % of sales29.4 % 33.6% 33.0%        27.3 % 29.4 % 33.6%        
Selling, general and administrative expenses (SG&A)102,530
 90,602
 88,107
 11,928
 13 % 2,495
 3 %153,291
 102,530
 90,602
 50,761
 50 % 11,928
 13 %
SG&A as a % of sales12.8 % 13.2% 13.3%        11.1 % 12.8 % 13.2%        
Research, development and engineering costs, net (RD&E)52,995
 49,845
 54,077
 3,150
 6 % (4,232) (8)%55,001
 52,995
 49,845
 2,006
 4 % 3,150
 6 %
RD&E as a % of sales6.6 % 7.2% 8.1%        4.0 % 6.6 % 7.2%        
Other operating expenses, net66,464
 15,297
 15,790
 51,167
 334 % (493) (3)%61,737
 66,464
 15,297
 (4,727) (7)% 51,167
 334 %
Operating income13,146
 75,654
 61,339
 (62,508) (83)% 14,315
 23 %108,270
 13,146
 75,654
 95,124
 724 % (62,508) (83)%
Operating margin1.6 % 11.0% 9.2%        7.8 % 1.6 % 11.0%        
Interest expense33,513
 4,252
 11,261
 29,261
 688 % (7,009) (62)%111,270
 33,513
 4,252
 77,757
 232 % 29,261
 688 %
(Gain) loss on cost and equity method investments, net(3,350) (4,370) 694
 1,020
 (23)% (5,064) NA
833
 (3,350) (4,370) 4,183
 N/A
 1,020
 N/A
Other (income) expense, net(1,317) (807) 546
 (510) 63% (1,353) NA
Other income, net(5,018) (1,317) (807) (3,701) 281% (510) 63 %
Income (loss) before provision (benefit) for income taxes1,185
 (15,700) 76,579
 16,885
   (92,279)  
Provision (benefit) for income taxes(8,106) 21,121
 12,571
 (29,227) NA
 8,550
 68 %(4,776) (8,106) 21,121
 3,330
 (41)% (29,227) N/A
Effective tax rate51.6 % 27.6% 25.7%        (403.0)% 51.6 % 27.6%        
Net income (loss)$(7,594) $55,458
 $36,267
 $(63,052) (114)% $19,191
 53%$5,961
 $(7,594) $55,458
 $13,555
 N/A
 $(63,052) (114)%
Net margin(0.9)% 8.1% 5.5%   

    0.4 % (0.9)% 8.1%   

    
Diluted earnings (loss) per share$(0.29) $2.14
 $1.43
 $(2.43) (114)%
$0.71
 50%$0.19
 $(0.29) $2.14
 $0.48
 N/A

$(2.43) (114)%

- 48 -


MANAGEMENT’S DISCUSSION AND ANALYSIS


Fiscal 20152016 Compared with Fiscal 20142015
Sales
Changes to sales by major product lines for fiscal years 2016 and 2015 were as follows (dollars in thousands):
 Year Ended 2015 vs. 2014
 January 1,
2016
 January 2,
2015
 
$
Change
 
%
Change
Sales:       
Advanced Surgical, Orthopaedics, and Portable Medical$243,385
 $216,339
 $27,046
 13 %
Cardio and Vascular143,260
 58,770
 84,490
 144 %
Cardiac/Neuromodulation356,064
 330,921
 25,143
 8 %
Electrochem59,449
 81,757
 (22,308) (27)%
Elimination of interproduct line sales(1,744) 
 (1,744) NA
Total sales$800,414

$687,787

$112,627

16 %
   2016 vs. 2015
 2016 2015 
$
Change
 
%
Change
Sales:       
Cardio & Vascular$568,510
 $143,260
 $425,250
 297 %
Cardiac & Neuromodulation389,403
 356,064
 33,339
 9 %
Advanced Surgical, Orthopedics & Portable Medical392,778
 243,385
 149,393
 61 %
Elimination of interproduct line sales(5,592) (1,744) (3,848) N/A
Total Medical Sales1,345,099
 740,965
 604,134
 82 %
Non-Medical41,679
 59,449
 (17,770) (30)%
Total sales$1,386,778

$800,414

$586,364

73 %
Total 2016 sales increased 73% to $1.39 billion in comparison to 2015. The most significant drivers of this increase were as follows:
Medical
Our 2016 Cardio & Vascular sales increased $425.3 million in comparison to 2015 and includes approximately $421 million of incremental sales from Lake Region Medical. On an organic constant currency basis, our Cardio & Vascular sales increased 3% in comparison to 2015 primarily due to normal market growth.
Our 2016 Cardiac & Neuromodulation sales increased $33.3 million in comparison to 2015. Current year sales includes approximately $57 million of incremental sales from Lake Region Medical and reflects approximately $3 million less in sales due to the Spin-off. On an organic constant currency basis, our Cardiac & Neuromodulation sales decreased 6% in comparison to 2015 primarily due to reduced shipments in a limited number of CRM customer programs and approximately $8 million of contractual price reductions given in exchange for longer-term volume commitments. The reduced shipments were driven by both internal and external delays in product launches, customer clinical market share changes, customers lowering inventory levels, and order disruption due to acquisition-related influences in the medical technology markets. These factors were partially offset by growth in sales to neuromodulation customers in 2016.
Our 2016 Advanced Surgical, Orthopedics & Portable Medical sales increased $149.4 million in comparison to 2015 and includes approximately $176 million of incremental sales from Lake Region Medical. During 2016, foreign currency exchange rate fluctuations reduced this product line’s sales by approximately $1 million in comparison to the prior year due to the strengthening dollar versus the Euro. Foreign currency exchange rate fluctuations are expected to have a more material impact on our sales in 2017 due to the strengthening dollar in the fourth quarter of 2016. On an organic constant currency basis, our Advanced Surgical, Orthopedics & Portable Medical sales decreased 10% in comparison to 2015 primarily due to portable medical customers building safety stock in the fourth quarter of 2015 in anticipation of our product line transfers, thus lowering orders in 2016, a backlog in shipments to one specific Portable Medical customer due to the product line transfer, and approximately $5 million of contractual price reductions given in exchange for longer-term volume commitments. Additionally, 2016 was a slower customer product launch year when compared to 2015.
Non-Medical
Our 2016 Non-Medical sales declined 30% in comparison to 2015. This decrease was primarily due to the slowdown in the energy markets, which has caused customers to reduce drilling and exploration volumes. Our Non-Medical product line continues to trend with the oil and gas market. Although we have seen revenue declines throughout 2016, our customers are indicating they believe the market has bottomed out and there are signs of a slow recovery. Volumes with our military and environmental customers remain stable. As the market has contracted, we have been able to advance our competitive position with key strategic customers resulting in multi-year supply agreements and the opportunity to quote on significant new business opportunities. Additionally, we are actively pursuing new customer and market opportunities, developing new product solutions and investing in research and development to advance our technology. As we manage our Non-Medical product line through this challenging revenue period, we are rationalizing our cost structure and maintaining inventory at appropriate levels to improve our return on invested capital.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Gross Profit
Changes to our Gross Margin were primarily due to the following:
2016-2015
% Point Change
Impact of Lake Region Medical acquisition(a)
(3.1)%
Price(b)
(2.1)%
Production efficiencies, volume and mix(c)
0.1 %
Performance-based compensation(d)
0.4 %
Warranty reserves and obsolescence write-offs(e)
(0.3)%
Inventory step-up amortization(f)
2.9 %
Total percentage point change to gross profit as a percentage of sales(2.1)%
(a) Amount represents the impact to our Gross Margin related to Lake Region Medical, which was acquired in October 2015 and historically had lower Gross Margins than Greatbatch.
(b)Our Gross Margin for 2016 was negatively impacted by contractual price reductions given in exchange for longer-term volume commitments.
(c)Our Gross Margin percentage benefited from production efficiencies gained at our manufacturing facilities as a result of our various lean, supply chain, and integration initiatives, which were offset by a higher sales mix of lower margin products and lower sales volumes.
(d)Amount represents the impact to our Gross Margin from the change in performance-based compensation versus the prior year period and is recorded based upon the actual results achieved.
(e)Current year cost of sales includes the impact of various warranty reserves and obsolescence write-offs, including reserves related to various customer returns and field actions that were higher than normal in 2016. Warranty and obsolescence reserves are judgmental in nature and can fluctuate significantly from period to period.
(f)Amount represents the impact to our Gross Margin in comparison to 2015 related to the $23.0 million of inventory step-up amortization recorded in 2015 as a result of the Lake Region Medical acquisition, which was fully amortized at the end of 2015.
Since the acquisition of Lake Region Medical, we achieved approximately $11 million of cumulative annual run-rate synergies in gross profit. Over the long-term, we expect our Gross Margin to improve as we rationalize the manufacturing footprint across both the legacy Greatbatch and legacy Lake Region Medical facilities and continue to recognize supply chain synergies. However, we also expect our Gross Margin to continue to be impacted by pricing pressures from our customers. If the manufacturing efficiencies and synergies realized are not enough to offset these pricing pressures, we could see a further deterioration in our Gross Margin.

MANAGEMENT’S DISCUSSION AND ANALYSIS

SG&A Expenses
Changes to SG&A expenses were primarily due to the following (in thousands):
 
2016-2015
$ Change
Impact of Lake Region Medical acquisition(a)
$56,885
Nuvectra SG&A(b)
(8,628)
Legal fees(c)
(1,553)
Other(d)
4,057
Net increase in SG&A$50,761
(a)Amount represents the incremental SG&A expenses from Lake Region Medical, which was acquired in October 2015. Note that 2016 expense amount is approximately $20 million below the 2015 Lake Region Medical expense amount on a pro forma basis reflecting the synergies realized in connection with the acquisition. Since the acquisition, we achieved approximately $23 million of cumulative annual run-rate synergies in SG&A.
(b)Amount represents the net decrease in SG&A costs attributable to Nuvectra, which was spun-off in March 2016.
(c)Amount represents the change in legal costs in comparison to 2015 and includes IP related defense costs, as well as other corporate initiatives. In 2013, we filed suit against one of our Cardiac & Neuromodulation competitors alleging they were infringing on our IP. In January 2016, a jury returned a verdict finding in favor of Integer and awarded us $37.5 million in damages. The finding is subject to post-trial proceedings, including a possible appeal by our competitor. We have not recorded any gains in connection with this litigation as no cash has been received. Costs associated with this litigation accounted for approximately $1.4 million of the decrease in SG&A expenses from 2015 to 2016 as the trial for this litigation concluded in the first quarter of 2016.
(d)Amount represents the net impact of various increases and decreases to SG&A costs and include the impact of normal increases in operating costs, as well as increased costs associated with operating a Company that is nearly double the size of a year ago.
RD&E Expenses, Net
Changes to RD&E Expenses, Net were primarily due to the following (in thousands):
 
2016-2015
$ Change
Impact of Lake Region Medical acquisition(a)
$10,889
Nuvectra RD&E(b)
(12,600)
Customer cost reimbursements(c)
598
Other(d)
3,119
Net increase in RD&E$2,006
(a)Amount represents the incremental RD&E expenses from Lake Region Medical, which was acquired in October 2015.
(b)Amount represents the net decrease in RD&E costs attributable to Nuvectra, which was spun-off in March 2016.
(c)Amount represents the change in customer cost reimbursements from the prior year. Customer cost reimbursements vary from period to period depending on the timing of achievement of project milestones.
(d)Amount represents the net impact of various increases and decreases to RD&E costs and includes the impact of normal increases in operating costs, as well as our continued investment in developing our core and new technologies to drive future growth.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Other Operating Expenses, Net
OOE was comprised of the following for fiscal years 2016 and 2015 (in thousands):
 2016 2015 Change
2014 investments in capacity and capabilities(a)
$17,159
 $23,037
 $(5,878)
Orthopedic facility optimization(a)
747
 1,395
 (648)
Lake Region Medical consolidations(a)
8,584
 1,961
 6,623
Acquisition and integration costs(b)
28,316
 33,449
 (5,133)
Asset dispositions, severance and other(c)
6,931
 6,622
 309
Total other operating expenses, net$61,737
 $66,464
 $(4,727)
(a)Refer to the “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
(b)During 2016 and 2015, we incurred $28.3 million and $33.1 million, respectively, in acquisition and integration costs related to the acquisition of Lake Region Medical, consisting primarily of transaction costs and integration costs. Transaction costs primarily relate to change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees. Integration costs primarily include professional, consulting, severance, retention, relocation, and travel costs.
(c)During 2016 and 2015, we recorded losses in connection with various asset disposals and/or write-downs. Additionally, during 2016 and 2015, we incurred legal and professional costs in connection with the Spin-off of $4.4 million and $6.0 million, respectively.
We continually evaluate our operating structure in order to maximize efficiencies and drive margin expansion. For 2017, other operating expenses, net are expected to be approximately $18 million to $22 million, as we continue to invest in our consolidation initiatives and the integration of Lake Region Medical. Refer to “Cost Savings and Consolidation Efforts” contained in this Item for further details on these initiatives.
Interest Expense
Interest expense for 2016 increased $77.8 million in comparison to 2015. This increase was primarily due to the $1.8 billion of debt issued in connection with the Lake Region Medical acquisition in October 2015, which caused our average debt balance to increase from $446 million in 2015 to $1.786 billion in 2016, and our average rate paid on our debt to increase from 4.95% in 2015 to 5.79%. Additionally, our reported interest expense for 2016 and 2015 included $7.3 million and $1.8 million, respectively, of non-cash amortization of debt issuance costs. In connection with the issuance of our debt in 2015 for the purchase of Lake Region Medical, we incurred $9.5 million in transaction costs (i.e. debt commitment fees, interest rate swap termination costs, debt extinguishment charges), which was recorded in interest expense. Refer to Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for further details regarding these transactions.
(Gain) Loss on Cost and Equity Method Investments, Net
During 2016, we recognized an impairment charge related to one of our cost method investments of $1.6 million and received a cash distribution and recorded a gain of $0.7 million from another cost method investment. During 2015, we recognized a $4.7 million gain and received a $3.6 million cash distribution from our equity method investment. During 2015, we recognized an impairment charge related to one of our cost method investments of $1.4 million. As of December 30, 2016 and January 1, 2016, we held $22.8 million and $20.6 million, respectively, of cost and equity method investments. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest our investment may not be recoverable. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to significant fluctuations in the future that could result in material gains or losses. Refer to Note 18 “Fair Value Measurements” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for further details regarding these investments.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Other Income, Net
Other income, net primarily includes the impact of foreign currency exchange rate fluctuations on transactions denominated in foreign currencies. We recognized foreign currency transaction gains of $4.9 million in 2016 and $1.3 million in 2015, primarily related to the remeasurement of intercompany loans and the strengthening of the U.S. dollar relative to the Euro. We continually reevaluate our foreign currency exposures and take steps to mitigate these risks. However, fluctuations in foreign currency exchange rates could have a significant impact, positive or negative, on our financial results in the future.
Benefit for Income Taxes
During 2016 and 2015, our benefit for income taxes was $4.8 million and $8.1 million, respectively. The stand-alone U.S. component of the effective tax rate for 2016 reflected a $13.8 million benefit on $52.4 million of pre-tax book losses (26.3%) versus a $13.1 million benefit on $42.1 million of pre-tax book losses (31.2%) for 2015. The stand-alone International component of the effective tax rate for 2016 reflected tax expense of $9.0 million on $53.6 million of pre-tax book income (16.8%) versus a tax expense of $5.0 million on $26.5 million of pre-tax book income (19.0%) for 2015. The (benefit) provision for income taxes for 2016 differs from the U.S. statutory rate due to the following (dollars in thousands):
 U.S. International Combined
 $ % $ % $ %
Income (loss) before provision for income taxes$(52,446)   $53,631
   $1,185
  
            
Provision (benefit) at statutory rate$(18,356) 35.0 % $18,771
 35.0 % $415
 35.0 %
Federal tax credits(1,750) 3.3
 (42) (0.1) (1,792) (151.2)
Foreign rate differential3,192
 (6.1) (10,278) (19.2) (7,086) (598.0)
Uncertain tax positions1,464
 (2.8) 260
 0.5
 1,724
 145.5
State taxes, net of federal benefit(1,068) 2.0
 
 
 (1,068) (90.1)
Change in foreign tax rates
 
 (270) (0.5) (270) (22.8)
Non-deductible transaction costs1,012
 (1.9) 
 
 1,012
 85.4
Valuation allowance811
 (1.5) 529
 1.0
 1,340
 113.1
Change in Tax law2,630
 (5.0) 
 
 2,630
 221.9
Other(1,703) 3.2
 22
 
 (1,681) (141.8)
Provision (benefit) for income taxes$(13,768) 26.3 % $8,992
 16.8 % $(4,776) (403.0)%
Refer to the Provision (Benefit) for Income Taxes section of the “Fiscal 2015 Compared with Fiscal 2014” discussion of this Item for the reconciliation of the U.S. and International components of the 2015 benefit for income taxes.
The 2015 and 2016 U.S. component of the effective tax rate reflects the impact of non-deductible transaction costs related to the acquisition of Lake Region Medical and the Spin-off, which resulted in a reduction in the overall U.S. benefit of 1.9% in 2016 and 11.5% in 2015. Additionally, during 2016 we recorded a $2.6 million tax charge in connection with the enactment of regulations under §987 of the Internal Revenue Code, which resulted in an adjustment to our deferred tax assets. The International component of the rate, which decreased from 2015 to 2016, reflects an increase in the foreign rate differential due to an increase of taxable profits in lower tax jurisdictions. Refer to Note 14 “Income Taxes” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information regarding our income tax accounts.
There is a prospective potential for volatility of the effective tax rate due to several factors, including changes in the mix of pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities, changes in tax rates, and foreign currency exchange rate fluctuations. In addition, we continue to explore tax planning opportunities that may have a material impact on our effective tax rate.
We believe it is reasonably possible that a reduction of approximately $0.6 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the lapse of the statute of limitations and/or audit settlements, which would positively impact the effective tax rate in the period of reduction. As of January 1, 2016, approximately $9.8 million of unrecognized tax benefits would favorably impact the effect tax rate (net of federal impact on state issues), if recognized.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Fiscal 2015 Compared with Fiscal 2014
Sales
Changes to sales by business segmentsmajor product lines for fiscal years 2015 and 2014 were as follows (dollars in thousands):
 Year Ended 2015 vs. 2014
 January 1,
2016
 January 2,
2015
 
$
Change
 
%
Change
Sales:       
Greatbatch Medical$649,977
 $678,285
 $(28,308) (4)%
QiG13,571
 9,502
 4,069
 43 %
Lake Region Medical139,819
 
 139,819
 100 %
Elimination of intersegment sales(2,953) 
 (2,953) NA
Total sales$800,414
 $687,787
 $112,627
 16 %
In connection with our acquisition of Lake Region Medical, we have recast our revenue by product line into the following four categories:
Advanced Surgical, Orthopaedics, and Portable Medical Includes legacy Greatbatch Orthopaedics and Portable Medical product line sales plus the legacy Lake Region Medical Advanced Surgical product line sales.
Cardio and Vascular Includes the legacy Greatbatch Vascular product line sales plus the legacy Lake Region Medical Cardio and Vascular product line sales less the legacy Lake Region Medical Cardiac/Neuromodulation sales.
Cardiac/Neuromodulation Includes the legacy Greatbatch Cardiac/Neuromodulation and QiG sales plus the legacy Lake Region Medical Cardiac/Neuromodulation sales previously included in their Cardio and Vascular product line sales.
Electrochem Includes the legacy Greatbatch Energy, Military and Environmental product line sales.
   2015 vs. 2014
 2015 2014 
$
Change
 
%
Change
Sales:       
Cardio & Vascular$143,260
 $58,770
 $84,490
 144 %
Cardiac & Neuromodulation356,064
 330,921
 25,143
 8 %
Advanced Surgical, Orthopedics & Portable Medical243,385
 216,339
 27,046
 13 %
Elimination of interproduct line sales(1,744) 
 (1,744) N/A
Total Medical Sales740,965
 606,030
 134,935
 22 %
Non - Medical59,449
 81,757
 (22,308) (27)%
Total sales$800,414

$687,787

$112,627
 16 %
Total 2015 sales increased 16% to $800.4 million. The most significant drivers of this increase were as follows:
Fiscal year 2015 Advanced Surgical, Orthopaedics, and Portable Medical sales increased 13% compared to the same period of 2014 and includes $37.9 million of sales from the former Lake Region Medical since the date of acquisition. During 2015, this product line continued to be negatively impacted by the weakening Euro, which reduced sales by approximately $14.5 million in comparison to the prior year. On an organic constant currency basis, our Advanced Surgical, Orthopaedics, and Portable Medical sales increased 2% in comparison to 2014 primarily due to orthopaedics market growth and new customer wins partially offset by lower portable medical sales due to our refocusing this product line’s product offerings to products that have higher profitability.
During 2015, our Cardio and& Vascular sales increased $84.5 million in comparison to the prior year and includes $88.8 million of sales from the former Lake Region Medical since the date of acquisition. On an organic constant currency basis, our Cardio and& Vascular sales decreased 7% in comparison to 2014 due to the end of life on some legacy products. This decrease was partially offset during the fourth quarter of 2015, as our customers built safety stock in anticipation of our product line transfers to our Tijuana, Mexico facility in the first quarter of 2016. We expect our product line transfer to Mexico will position us to be more competitive in both new and existing markets.

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For 2015, our Cardiac/Cardiac & Neuromodulation sales increased $25.1 million, or 8%, in comparison to 2014 and includes $13.7 million of sales from the former Lake Region Medical since the date of acquisition. On an organic constant currency basis, our Cardiac/Cardiac & Neuromodulation sales increased 2% in comparison to the prior year primarily due to a neuromodulation customer product launch, which was partially offset by the runoff of end of life products from our legacy cardiac customers.
Fiscal year 2015 Advanced Surgical, Orthopedics & Portable Medical sales increased 13% compared to the same period of 2014 and includes $37.9 million of sales from Lake Region Medical since the date of acquisition. During 2015, this product line continued to be negatively impacted by the weakening Euro, which reduced sales by approximately $14 million in comparison to the prior year. On an organic constant currency basis, our Advanced Surgical, Orthopedics & Portable Medical sales increased 2% in comparison to 2014 primarily due to orthopedics market growth and new customer wins partially offset by lower portable medical sales due to our refocusing this product line’s product offerings to products that have higher profitability.
Non-Medical
Full year 2015 ElectrochemNon-Medical sales declined 27%. in comparison to 2014. This decrease was primarily due to the slowdown in the energy markets, which has caused customers to reduce drilling and exploration volumes. We expect the slowdown in the energy markets to continue to be a headwind to Electrochem sales through the end of 2016.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Gross Profit
Changes to our Gross Margin percentage waswere primarily due to the following:
 
2015-2014
% Point Change
Performance-based compensation(a)
0.9 %
Production efficiencies, volume and mix(b)
0.1 %
Impact of Lake Region Medical acquisition(c)
(5.1)%
Other(0.1)%
Total percentage point change to gross profit as a percentage of sales(4.2)%
(a) Amount represents the change in performance-based compensation versus the prior year period and is recorded based upon the actual results achieved.
(b)Our Gross Margin percentage benefited from production efficiencies gained at our manufacturing facilities as a result of our various lean and supply chain initiatives, which was partially offset by a higher sales mix of lower margin products.
(c)Amount represents the impact to our gross profit percentage related to the acquisition of Lake Region Medical in October 2015 and includes $23.0 million of inventory step-up amortization.
In the short-term, we expect our Gross Margins to be negatively impacted by the Lake Region Medical acquisition, which historically has had lower gross margins than legacy Greatbatch, as well as continued pricing pressure from our OEM customers. However, over the long-term, we expect to see our Gross Margin improve as we rationalize the manufacturing footprint across both the legacy Greatbatch and legacy Lake Region Medical facilities - See “Cost Savings and Consolidation Efforts” section of this Item.
SG&A Expenses
Changes to SG&A expenses were primarily due to the following (in thousands):
2015-2014
$ Change
2015-2014
$ Change
Performance-based compensation(a)
$(4,051)(4,051)
Legal fees(b)
1,569
1,569
Impact of Lake Region Medical acquisition(c)
14,823
Impact of Lake Region Medical and CCC acquisitions(c)
14,823
Other(413)(413)
Net increase in SG&A$11,928
$11,928
 
(a)Amount represents the change in performance-based compensation versus the prior year and is recorded based upon the actual results achieved.
(b)Amount represents an increase in legal costs comparedin comparison to the prior year2014 and includes higher intellectual property (“IP”)IP related defense costs, as well as other corporate initiatives.costs. In 2013, we filed suit against one of our cardiac/neuromodulationCardiac & Neuromodulation competitors alleging they were infringing on our IP. Costs associated with this litigation accounted for $1.9 million of the increase in SG&A expenses from 2014 to 2015.
(c)Amount represents the incremental SG&A expenses related to the acquisition of Lake Region Medical in October 2015 and CCC acquired in August 2014.



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MANAGEMENT’S DISCUSSION AND ANALYSIS



RD&E Expenses, Net
NetChanges to net RD&E costsexpenses for fiscal years 2015 and 2014 were as follows (in thousands):
 Year Ended  
 January 1,
2016
 January 2,
2015
 Change
Research, development and engineering costs$59,767
 $58,974
 $793
Less: cost reimbursements(6,772) (9,129) 2,357
Total RD&E, net$52,995
 $49,845
 $3,150
 
2015-2014
$ Change
Impact of Lake Region Medical acquisition(a)
$1,838
Performance-based compensation(b)
(2,501)
Customer cost reimbursements(c)
2,357
Other1,456
Net increase in RD&E$3,150
(a)Amount represents the incremental RD&E expenses from Lake Region Medical, which was acquired in October 2015.
(b)Amount represents the change in performance-based compensation versus in comparison to 2014 and is recorded based upon the actual results achieved.
(c)The decrease in customer cost reimbursements relates to the expiration of certain government grants, which we were not eligible to renew, as well as the timing of achievement of customer milestones.
Net RD&E for 2015 increased $3.2 million to $53.0 million. Excluding the impact of the Lake Region Medical acquisition, which added $1.8 million to RD&E expenses in 2015, the increase in RD&E was primarily attributable to lower customer cost reimbursements. The $2.4 million decrease in customer cost reimbursements relates to the expiration of certain government grants acquired in our NeuroNexus acquisition, which we were not eligible to renew, as well as the timing of achievement of customer milestones. This increase was partially offset by lower performance-based compensation of $2.5 million, which was recorded based upon actual results achieved.
Other Operating Expenses, Net
OOE was comprised of the following for fiscal years 2015 and 2014 (in thousands):
 Year Ended  
 January 1,
2016
 January 2,
2015
 Change
2014 investments in capacity and capabilities(a)
$23,037
 $8,925
 $14,112
Orthopaedic facility optimization(a)
1,395
 1,317
 78
2013 operating unit realignment(a)

 1,017
 (1,017)
Legacy Lake Region consolidations(a)
1,961
 
 1,961
Other consolidation and optimization income(a)

 (71) 71
Acquisition and integration costs(b)
33,449
 3
 33,446
Asset dispositions, severance and other(c)
6,622
 4,106
 2,516
Total other operating expenses, net$66,464
 $15,297
 $51,167
 2015 2014 Change
2014 investments in capacity and capabilities(a)
$23,037
 $8,925
 $14,112
Orthopedic facilities optimization(a)
1,395
 1,317
 78
2013 operating unit realignment(a)

 1,017
 (1,017)
Lake Region Medical consolidations(a)
1,961
 
 1,961
Other consolidation and optimization income(a)

 (71) 71
Acquisition and integration costs(b)
33,449
 3
 33,446
Asset dispositions, severance and other(c)
6,622
 4,106
 2,516
Total other operating expenses, net$66,464
 $15,297
 $51,167
(a)Refer to the “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
(b)During 2015, we incurred $23.7$33.1 million in transactionacquisition and integration costs related to the acquisition of Lake Region Medical. TheseMedical, consisting primarily of transaction costs and integration costs. Transaction costs primarily relate to professional and consulting fees incurred in connection with the due diligence efforts of this acquisition. Additionally, during 2015, we incurred $8.6 million in Lake Region Medical integration costs, which primarily included change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees,fees. Integration costs primarily include professional, consulting, severance, retention, relocation, and travel costs.
(c)(b)During 2015 and 2014, we recorded losses in connection with various asset disposals and write-downs. During 2015, we incurred $6.0 million in legal and professional costs in connection with the pending Spin-off of Nuvectra. During 2014, we incurred $0.9 million of expense related to the separation of our Senior Vice President, Human Resources. Additionally, during 2014, Greatbatch Medicalwe recorded charges in connection with itsour business reorganization to align itsour contract manufacturing operations. Costs incurred primarily related to consulting and IT development.
We continually evaluate our operating structure in order to maximize efficiencies and drive margin expansion. For 2016, other operating expenses, net are expected to be approximately $60 million to $70 million, as we continue to invest in our capacity and capabilities and the integration of Lake Region Medical. See “Cost Savings and Consolidation Efforts” contained in this Item for further details on these initiatives.

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Interest Expense
Interest expense for 2015 increased $29.3 million in comparison to 2014. This increase was primarily due to the $1.8 billion of debt incurred in connection with the Lake Region Medical acquisition, as well as $9.5 million in one-time transaction costs (i.e. debt commitment fees, interest rate swap termination costs, debt extinguishment charges) incurred in connection with our acquisition of Lake Region Medical. Additionally, the current weighted average interest rate on our senior secured credit facility isSenior Secured Credit Facility at the end of 2015 was 5.69% compared to 1.79% for 2014. See Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Gain on Cost and Equity Method Investments
During 2015, we recognized a $4.7 million gain and received a $3.6 million cash distribution from our equity method investment, which contributed to the $3.4 million net gain on cost and equity method investments for the year.investment. During 2014, we sold one of our cost method investments, which resulted in a pre-tax gain of $3.2 million and contributed to the overall gain onmillion. Our cost and equity method investments for the year. As of January 1, 2016 and January 2, 2015, we held $20.6 million and $14.5 million, respectively. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest our investment may not be recoverable. These investments are in start-up research and development companies whose fair value is highly subjective in nature and are subject to significant fluctuations in the future that could result in material gains or losses.fluctuations.
Other (Income) Expense,Income, Net
Other (income) expense,income, net primarily includes the impact of foreign currency exchange rate fluctuations on transactions denominated in foreign currencies. We recognized a gain of $1.3 million in 2015 and a gain of $1.3 million in 2014, primarily due to the strengthening of the U.S. dollar relative to the Euro. We generally do not expect foreign currency exchange rate fluctuations to have a material impact on our net results of operations.
Provision (Benefit) for Income Taxes
The effective tax rate for fiscal year 2015 was 51.6% compared to 27.6% for fiscal year 2014. On an adjusted basis, our effective tax rate was 22.1% for 2015 compared to 28.8% for 2014. The 2015 and 2014 GAAP and adjusted effective tax rates include the benefit of the Federal research and development tax credit (“R&D Tax Credit”), which was reinstated in the fourth quarter of 2015 and fourth quarter of 2014, respectively. As required, the R&D Tax Credit is recognized in the quarter the legislation is enacted. In addition to the above, the 2015 GAAP and adjusted effective tax rates benefited from higher income in lower tax jurisdictions, which was partially offset by nondeductible transaction costs in connection with the acquisition of Lake Region Medical and the pending spin-off of Nuvectra. These nondeductible transaction costs are not tax-effected for purposes of calculating adjusted diluted EPS amounts.
The stand-alone U.S. component of the effective tax rate for 2015 reflected a $13.1 million benefit on $42.1 million of pre-tax book loss (31.2%) versus $18.5 million tax expense on $56.8 million of pre-tax book income (32.6%) for 2014. The foreign source income carries a lower overall effective tax rate than U.S. income. The stand-alone International component of the effective tax rate for 2015 reflected a tax expense of $5.0 million on $26.5 million of pre-tax book income (19.0%) versus a tax expense of $2.6 million on $19.8 million of pre-tax book income (13.3%) for 2014.

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The (benefit) provision (benefit) for income taxes for 2015 differs from the U.S. statutory rate due to the following (dollars in thousands):
U.S. International CombinedU.S. International Combined
$ % $ % $ %$ % $ % $ %
Income (loss) before provision for income taxes$(42,166)   $26,466
   $(15,700)  $(42,166)   $26,466
   $(15,700)  
                      
Provision (benefit) at statutory rate$(14,758) 35.0 % $9,263
 35.0 % $(5,495) 35.0 %$(14,758) 35.0 % $9,263
 35.0 % $(5,495) 35.0 %
Federal tax credits(1,850) 4.4
 
 
 (1,850) 11.8
(1,850) 4.4
 
 
 (1,850) 11.8
Foreign rate differential(331) 0.8
 (2,849) (10.8) (3,180) 20.2
(331) 0.8
 (2,849) (10.8) (3,180) 20.2
Uncertain tax positions(531) 1.3
 
 
 (531) 3.4
(531) 1.3
 
 
 (531) 3.4
State taxes, net of federal benefit(1,490) 3.5
 
 
 (1,490) 9.5
(1,490) 3.5
 
 
 (1,490) 9.5
Change in foreign tax rates
 
 (91) (0.3) (91) 0.6

 
 (91) (0.3) (91) 0.6
Non-deductible transaction costs4,867
 (11.5) 
 
 4,867
 (31.0)4,867
 (11.5)     4,867
 (31.0)
Valuation allowance943
 (2.2) (317) (1.2) 626
 (4.0)943
 (2.2) (317) (1.2) 626
 (4.0)
Other6
 
 (968) (3.7) (962) 6.1
6
 
 (968) (3.7) (962) 6.1
Provision (benefit) for income taxes$(13,144) 31.2 % $5,038
 19.0 % $(8,106) 51.6 %$(13,144) 31.2 % $5,038
 19.0 % $(8,106) 51.6 %
The U.S. component of the rate reflects the impact of non-deductible transaction costs related to the acquisition of Lake Region Medical and the Nuvectra Spin-off, which resulted in a reduction in the overall U.S. benefit of 11.5%. The International component of the rate, which increased from 2014 to 2015, reflects a reduction in the foreign rate differential due to a decrease of taxable profits in lower tax jurisdictions as a result of additional costs incurred for ongoing expansion efforts.
There is a prospective potential for volatility of the effective tax rate due to several factors, including changes in the mix of pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities, and foreign currency exchange rate fluctuations. In addition, we continue to explore tax planning opportunities that may have a material impact on our effective tax rate.
We believe it is reasonably possible that a reduction of approximately $0.1 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the lapse of the statute of limitations and/or audit settlements, which would positively impact the effective tax rate in the period of reduction. As of January 1, 2016, approximately $8.5 million of unrecognized tax benefits would favorably impact the effect tax rate (net of federal impact on state issues), if recognized.
Fiscal 2014 Compared with Fiscal 2013
Sales
Changes to sales by major product lines were as follows (dollars in thousands):
 Year Ended 2014 vs. 2013
 January 2,
2015
 January 3,
2014
 
$
Change
 
%
Change
Sales:       
Advanced Surgical, Orthopaedics, and Portable Medical$216,339
 $208,990
 $7,349
 4%
Cardio and Vascular58,770
 48,357
 10,413
 22%
Cardiac/Neuromodulation330,921
 328,455
 2,466
 1%
Electrochem81,757
 78,143
 3,614
 5%
Elimination of interproduct line sales
 
 
 %
Total sales$687,787

$663,945

$23,842
 4%


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Changes to sales by business segment were as follows (dollars in thousands):
 Year Ended 2014 vs. 2013
 January 2,
2015
 January 3,
2014
 
$
Change
 
%
Change
Sales:       
Greatbatch Medical$678,285
 $660,902
 $17,383
 3%
QiG9,502
 3,043
 6,459
 212%
Elimination of Intersegment sales
 
 
 %
Total sales$687,787
 $663,945
 $23,842
 4%

Total 2014 sales increased 4% to $687.8 million. The most significant drivers of this increase were as follows:
Advanced Surgical, Orthopaedics, and Portable Medical sales for 2014 increased 4% compared to the same period of 2013. Foreign currency exchange rate fluctuations increased our 2014 Orthopaedics sales by approximately $1 million in comparison to the prior year. Excluding the impact of foreign currency fluctuations, Orthopaedics sales increased 12% in comparison to the prior year. The 2014 organic constant currency growth was primarily in orthopaedic implants and instruments and was driven by our increased sales and marketing efforts and market growth. Additionally, our bone cutting and preparation instruments have a strong position in the market place. During 2014, Portable Medical sales decreased 12% in comparison to 2013. During the second half of 2013, we began refocusing our product line offerings in the portable medical space to products that have higher profitability. Correspondingly, we have discontinued or reduced volumes in certain of our lower margin products. As part of our investment in capacity and capabilities and to better align our resources, during the second quarter of 2014, we announced plans to transfer our portable medical operations into a new facility located in Tijuana, Mexico.
For 2014, our Cardio and Vascular product line sales increased 22% in comparison to the prior year and reflects the continued adoption of our products and the relaunch of a vascular medical device near the end of 2013, which, as previously communicated, was voluntarily recalled in the fourth quarter of 2012.
For 2014, our Cardiac/Neuromodulation sales increased 1% and includes $5.8 million of sales from CCC, which we acquired on August 12, 2014. CCC is an active implantable medical device systems developer and manufacturer that designs and produces a range of devices for some of the world’s top medical device companies, including implantable pulse generators, programmer systems, battery chargers, patient wands and leads. The increase in sales from CCC was partially offset by the end of life for two legacy products, pricing pressure from our customers, and inventory adjustments by several of our larger OEM customers.
Electrochem product line sales for 2014 increased 5% compared to the same period of 2013. This increase was mainly driven by new product introductions, our deepening relationship with our OEM customers, as well as the timing of customer orders.
Gross Profit
Changes to gross profit as a percentage of sales were primarily due to the following:
2014-2013
% Point Change
Performance-based compensation(a)
0.1 %
Production efficiencies, volume and mix(b)
1.9 %
Impact of acquisition(c)
0.1 %
Price(d)
(1.2)%
Other(0.3)%
Total percentage point change to gross profit as a percentage of sales0.6 %
(a) Amount represents the change in performance-based compensation versus the prior year period and is recorded based upon the actual results achieved.
(b)Our gross profit percentage benefited from production efficiencies gained at our manufacturing facilities as a result of our various lean and supply chain initiatives, as well as higher production volumes due to increased sales. Partially offsetting

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these production efficiencies was an increase in mix of lower margin sales in comparison to the prior year (i.e. higher mix of orthopaedic sales and lower mix of cardiac/neuromodulation sales).
(c)Amounts represent the impact to our gross profit percentage related to the acquisition of CCC in August 2014.
(d)Our gross profit percentage was negatively impacted by contractual price concessions to our larger OEM customers, which were given in exchange for long-term contracts and volume commitments.
SG&A Expenses
Changes to SG&A expenses were primarily due to the following (in thousands):
 
2014-2013
$ Change
Selling and marketing(a)
$3,408
Performance-based compensation(b)
(991)
Legal fees(c)
2,555
G&A personnel costs(d)
(3,096)
Impact of acquisition(e)
911
Other(292)
Net increase in SG&A$2,495
(a)Amount represents the incremental costs related to our strategic initiative to increase selling and marketing resources to drive core business growth and sustain a pipeline of revenue generating opportunities.
(b)Amount represents the change in performance-based compensation versus the prior year and is recorded based upon the actual results achieved.
(c)Amount represents an increase in legal costs compared to the prior year and includes higher IP related defense costs, as well as other corporate initiatives. In 2013, we filed suit against one of our cardiac/neuromodulation competitors alleging they were infringing on our IP.
(d)Amount represents lower G&A personnel costs in comparison to the prior year and is primarily the result of our various consolidation initiatives including our operating unit realignment that occurred during the second half of 2013.
(e)Amount represents the incremental SG&A expenses related to the acquisition of CCC in August 2014.
RD&E Expenses, Net
Net RD&E costs were as follows (in thousands):
 Year Ended  
 January 2,
2015
 January 3,
2014
 Change
Research, development, and engineering costs$58,974
 $62,652
 $(3,678)
Less cost reimbursements(9,129) (8,575) (554)
Total RD&E, net$49,845
 $54,077
 $(4,232)
Net RD&E for 2014 decreased $4.2 million to $49.8 million. Net medical device costs incurred by QiG were $23.3 million for 2014 compared to $30.5 million for 2013. Medical device costs for 2014 include $4.2 million less DVT costs in comparison to 2013 as most of the testing was completed by the end of 2013. The decrease in DVT costs was partially offset by higher costs incurred in connection with the development of our next generation cardiac products (i.e. batteries, capacitors, filtered feedthroughs), higher performance-based compensation, which was accrued based upon the achievement of certain Algovita milestones, and a higher rate of spend on other QiG medical device projects.
The increase in customer cost reimbursements in 2014 primarily relates to the timing of the achievement of milestones on various customer cost reimbursement projects, partially offset by the expiration of certain government grants acquired from our acquisition of NeuroNexus in 2012.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Other Operating Expenses, Net
OOE was comprised of the following (in thousands):
 Year Ended  
 January 2,
2015
 January 3,
2014
 Change
2014 investments in capacity and capabilities(a)
$8,925
 $
 $8,925
2013 operating unit realignment(a)
1,017
 5,625
 (4,608)
Orthopaedic facilities optimization(a)
1,317
 8,038
 (6,721)
Other consolidation and optimization costs(a)
(71) 1,095
 (1,166)
Acquisition and integration (income) costs(b)
3
 (502) 505
Asset dispositions, severance and other(c)
4,106
 1,534
 2,572
Total other operating expenses, net$15,297
 $15,790
 $(493)
(a)Refer to “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
(b)During 2014 and 2013, we recognized costs (income) related to the integration of Micro Power Electronics, Inc., NeuroNexus, and CCC. These expenses (income) were primarily for retention bonuses, travel costs in connection with integration efforts, training, severance, and the change in fair value of the contingent consideration recorded in connection with the NeuroNexus acquisition. Refer to Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the change in fair value of the contingent consideration.
(c)During 2014 and 2013, we recorded losses in connection with various asset disposals and write-downs. During 2014, we incurred $0.9 million of expense related to the separation of our Senior Vice President, Human Resources. Additionally, during 2014, Greatbatch Medical recorded charges in connection with its business reorganization to align its contract manufacturing operations. Costs incurred primarily related to consulting and IT development. During 2013, Greatbatch Medical recorded a $0.9 million write-off related to its wireless sensing product line and QiG recorded a $0.5 million write-off of NeuroNexus’s in-process research and development “IPR&D”.
Interest Expense
Interest expense for 2014 decreased $7.0 million over 2013 primarily due to the repayment of $198 million of convertible subordinated notes during the first quarter of 2013, which had an effective interest rate of 8.5%. The weighted average interest rate on our long-term debt as of January 2, 2015 was 1.79%. Additionally, interest expense was lower in 2014 due to lower outstanding Credit Facility balances. During 2014 and 2013, we made net repayments of $10 million and $33.3 million on long-term debt, respectively. See Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
(Gain) Loss on Cost and Equity Method Investments
During 2014, we sold one of our cost method investments, which resulted in a pre-tax gain of $3.2 million and contributed to the overall gain on cost and equity method investments for the year. During 2013, we incurred losses due to the writedown of our cost and equity method investments.
Other (Income) Expense, Net
Other (income) expense, net primarily includes the impact of foreign currency exchange rate fluctuations on transactions denominated in foreign currencies. In 2014, we recognized $1.3 million of foreign currency exchange gains compared to a loss of $0.1 million for 2013, primarily due to the strengthening of the U.S. dollar relative to the Euro.
Provision for Income Taxes
The effective tax rate for 2014 was 27.6% versus 25.7% for 2013. The stand-alone U.S. component of the effective tax rate for 2014 was 32.6% versus 30.0% for 2013. The year over year increase is primarily attributable to a decrease in federal tax credits recorded in 2014. $3.7 million of federal tax credits were recorded in 2013 as a result of the retroactive reinstatement of the R&D Tax Credit versus $1.6 million in 2014. On January 2, 2013, the President signed into law the American Taxpayer Relief Act of 2012 (the “Act”), which included a retroactive extension of the R&D tax credit that had expired on December 31, 2011. Under the Act, the R&D credit was extended for two years retroactively from January 1, 2012 through December 31, 2013. As

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the Act was signed into law on January 2, 2013, the effects of the change in the tax law were recognized in 2013. As such, a benefit for the R&D credits earned both in 2012 and 2013 were recorded through the fiscal 2013 effective tax rate. The 2014 effective tax rate appropriately reflects only the 2014 tax credits.
The increase in rate from the reduction in recognized tax credits was partially offset by the impact of an increase in foreign source income recognized in 2014. The foreign source income carries a lower overall effective tax rate than U.S. income.
The provision for income taxes for 2014 differs from the U.S. statutory rate due to the following (dollars in thousands):
 U.S. International Combined
 $ % $ % $ %
Income before provision for income taxes$56,801
   $19,778
   $76,579
  
            
Provision at statutory rate$19,881
 35.0 % $6,922
 35.0 % $26,803
 35.0 %
Federal tax credits(1,600) (2.8) 
 
 (1,600) (2.1)
Foreign rate differential(a)

 
 (3,276) (16.6) (3,276) (4.3)
Uncertain tax positions412
 0.7
 
 
 412
 0.6
State taxes, net of federal benefit507
 0.9
 
 
 507
 0.7
Change in foreign tax rates(b)

 
 (446) (2.3) (446) (0.6)
Valuation allowance135
 0.2
 (434) (2.2) (299) (0.4)
Other(842) (1.5) (138) (0.7) (980) (1.3)
Provision for income taxes/effective tax rate$18,493
 32.6 % $2,628
 13.3 % $21,121
 27.6 %
(a)The tax rate reflects the impact of an increase in foreign source income, which carries a lower overall effective tax rate than U.S. income.
(b) Amounts relate to the tax benefit resulting from a favorable Swiss tax ruling received in 2014. During 2014, our Swiss subsidiary filed for a tax ruling requesting a reduced income tax rate in Switzerland. We received an approved ruling in December 2014 effectively reducing the Swiss tax rate from 9.3% to approximately 6.5% depending on the jurisdictional mix of revenues and expenditures. As such, the carrying value of the deferred taxes, which reflected a net deferred tax liability position as of the date of enactment, have been adjusted to reflect the rate reduction. The adjusted carrying value resulted in a reduction to the deferred tax liability and a corresponding deferred tax benefit.
Liquidity and Capital Resources 
At
(dollars in thousands)January 1, 2016 January 2, 2015December 30, 2016 January 1, 2016
Cash and cash equivalents$82,478
 $76,824
$52,116
 $82,478
Working capital$360,764
 $242,022
$332,087
 $360,764
Current ratio2.69
 3.23
2.79
 2.69
The increasedecrease in cash and cash equivalents from January 2,the end of fiscal year 2015 was primarily due to $467.9 in net cash provided by financing activities and $12.5 million in net cash provided by operating activities. This increase was partially offset by the $423.4 net cash paid for the Lake Region Medical acquisition and $44.6$76.3 million of capital expenditures.cash divested with the Spin-off, which was funded with cash on hand, as well as $55.0 million of borrowings on our revolving line of credit. Additionally, cash flows from operating activities for 2016 were $105.5 million, which were used to fund property, plant and equipment purchases of $58.6 million, as well as the repayment of $46.0 million on our outstanding debt. The decrease in working capital balances increased $118.7 million from the end of 2014,fiscal year 2015 was primarily duedriven by our key strategic priority to reduce inventory levels in order to improve our cash conversion cycle, generate cash, and to pay down debt. Of the $167.3$52.1 million of working capital acquired from Lake Region Medical partially offset by the net cash outflow in connection with the acquisition of Lake Region Medical. Of the $82.5 million ofand cash equivalents on hand as of January 1,December 30, 2016, $31.0$21.9 million is being held at our foreign subsidiaries and is considered permanently reinvested.
Credit Facilities – In connection with the acquisition- As of Lake Region Medical, during the fourth quarter of 2015,December 30, 2016, we replaced our existing credit facility and term loan with new senior secured credit facilities and completed a senior notes offering.
The newhad senior secured credit facilities (the “Senior Secured Credit Facilities”) that consist of (i) a $200 million revolving credit facility (the “Revolving Credit Facility”), which had $40 million drawn as of December 30, 2016, (ii) a $375$356 million term loan A facility (the “TLA Facility”), and (iii) a $1,025$1,015 million term loan B facility (the “TLB Facility”). We also completed a private offeringAdditionally, as of December 30, 2016, we had $360 million aggregate principal amount of 9.125% senior notes due on November 1, 2023 (the “Senior Notes”). The TLA Facility and TLB Facility were funded in full on

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October 27, 2015, and used, together with cash on hand and the net proceeds from the Senior Notes to fund the cash portion of the purchase price, to repay the outstanding debt of Lake Region Medical at closing, and to repay our term loan. outstanding. The Revolving Credit Facility will mature on October 27, 2020, the TLA Facility will mature on October 27, 2021 and the TLB Facility will mature on October 27, 2022. The TLB facility was issued atSenior Secured Credit Facilities include a 1% discount.mandatory prepayment provision customary for credit facilities of its nature.
The Revolving Credit Facility and the TLA Facility contain financial covenants, requiring (A) awhich were amended in the fourth quarter of 2016. Pursuant to the amendment, the maximum total net leverage ratio (as definedstepped down to 6.25:1.0 beginning in the Senior Secured Credit Facilities)fourth fiscal quarter of 6.5:1.00, subject2016 until and including the fourth fiscal quarter for 2017, and will gradually decline to step downs and (B) a4.0:1.0 by the second fiscal quarter of 2020. Additionally, pursuant to the amendment, the minimum interest coverage ratio of adjusted EBITDA (as defineddropped to 2.5:1.0 beginning in the Senior Secured Credit Facilities)fourth fiscal quarter of 2016 until and including the fourth fiscal quarter of 2017. For fiscal quarters in 2018 and 2019, the interest coverage ratio will rise to interest expense of not less than 3.00:1.00.2.75:1.0 and 3.0:1.0, respectively. As of January 1,December 30, 2016, our total net leverage ratio, calculated in accordance with our credit agreement, was approximately 5.25.84 to 1.00. For the twelve month period ended January 1,December 30, 2016, our ratio of adjusted EBITDA to interest expense, calculated in accordance with our credit agreement, was approximately 4.82.85 to 1.00. The Senior Secured Credit Facilities include mandatory prepayments customary for credit facilities
Failure to comply with these financial covenants would result in an event of its nature. See Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for a more detailed description ofdefault as defined under the Revolving Credit Facility.Facility and TLA Facility unless waived by the lenders. An event of default may result in the acceleration of our indebtedness. As a result, management believes that compliance with these covenants is material to us. As of December 30, 2016, we were in full compliance with the financial covenants described above. However, a significant increase in the LIBOR interest rate (i.e. above 1%) and/or a continued decline in our operating performance, and in particular our sales and/or adjusted EBITDA, could result in our inability to meet these financial covenants and lead to an event of default if a waiver or amendment could not be obtained from our lenders. As of December 30, 2016, our adjusted EBITDA would have to decline by more than $19 million, or approximately 7%, in order for us to not be in compliance with our financial covenants.
The Revolving Credit Facility is supported by a consortium of fourteen banksthirteen lenders with no banklender controlling more than 27% of the facility. As of January 1,December 30, 2016, the banks supporting 88% of the Revolving Credit Facility each had an S&P credit rating of at least BBBBBB+ or better, which is considered investment grade. The banks which support the remaining 12% of the Revolving Credit Facility are not currently being rated.
Refer to Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for further description of our outstanding debt.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Summary of Cash Flow
The following is a summary of cash flow information (in thousands) for fiscal years 2016 and 2015:
 2016 2015
Cash provided by (used in):   
Operating activities105,532
 12,479
Investing activities(63,300) (473,559)
Financing activities(72,146) 467,910
Effect of foreign currency exchange rates on cash and cash equivalents(448) (1,176)
Net change in cash and cash equivalents(30,362) 5,654
Operating Activities Cash flows from operating activities for 2015 were $12.5- The $93.1 million compared to $81.3 million for 2014. This decreaseincrease in cash provided was primarily due to $28.0a $53.3 million of lowerincrease in cash flow provided by working capital and a $39.7 million increase in cash net incomeincome. The increase in cash flow from working capital accounts primarily related to a $47.9 increase in cash flow from inventory in comparison to the prior year as well as $40.8 million higher working capital balances, primarily accrued expenses in connection with the acquisition of Lake Region Medical and the Spin-off, and higher inventory levels in anticipation of higher sales volumes, which fell short of expectations. We expect inventory will decrease to more normalized levels by the end of 2016. Immediately prior to the completion of the pending Spin-off, we expect to make a cash capital contribution of $75.0 million to Nuvectra, which is expected to be funded with cash on hand and/or availability under our Revolving Credit Facility.
Cash flows from operating activities for 2014 of $81.3 million were $24.5 million above 2013. During 2013, the Company made estimated tax payments of $28.8 million in connection with the retirementyear. One of our convertible subordinated notes. Excluding these payments, cash flows from operating activities for 2014 were slightly below 2013 as the increased level of cash operating income was more than offset by an increase inkey strategic priorities is to reduce our working capital levels, primarily dueand in particular inventory levels, to the timing of receivable collections.improve our cash conversion cycle. Additionally, we have successfully extended payment terms with many key supply chain partners, which should also improve our cash conversion cycle.
Investing Activities – Net- The $63.3 million in net cash used in investing activities for 2015 was $473.62016 consisted primarily of $58.6 million compared to $35.9 million for 2014. This increase was primarily related to $423.4 million of net cash used for the acquisition of Lake Region Medical as well as $44.6 million of additional investments made in property, plant and equipment in connection with the consolidation and optimization initiatives discussed in the “Cost Savings and Consolidation Efforts” section of this Item.
Net cash used in investing activities for 2014 of $35.9 million were $17.6 million above 2013. 2014 investing activities include $16.0 million of net cash used for the acquisition of CCC as well as $24.8 million of cash used for the purchase of property, plant, and equipment. These transactions were partially offset by a $2.7The $473.6 million contingent payment received in 2014net cash used in connection with2015 primarily related to the saleacquisition of certain non-core Swiss orthopaedic product lines, which closed duringLake Region Medical ($423.4 million) and the first quarterpurchase of 2013, as well as $2.2 million of net proceeds received from our costproperty, plant, and equity method investments.
equipment ($44.6 million). Our current expectation is that capital spending for 20162017 will be in the range of $60.0$50 million to $70.0$60 million, of which approximately half is discretionary in nature. We anticipate that cash on hand, cash flows from operations and available borrowing capacity under our Revolving Credit Facility will be sufficient to fund these capital expenditures.
Financing Activities Net cash provided by financing activities for 2015 was $467.9- The $72.1 million compared toin net cash used in financing activities2016 consisted primarily of $2.4 million for the prior year period. The net cash inflow for 2015 included $1.75 billion in borrowings to fund the acquisition of Lake Region Medical and $6.6$76.3 million of cash received fromthat was divested with the exercise of stock options,Spin-off, which was partially offset by $1.2 billionfunded with $57 million borrowed under our Revolving Credit Facility and cash on hand. During 2016, we repaid $46.0 million on our outstanding borrowings, which was $17 million above the minimum payments. The $467.9 million of net cash provided in long-term2015 primarily related to the net debt repaymentsborrowed and $45.9 million in debt issuance costs paidrepaid in connection with the Lake Region Medical acquisition. Additionally, during 2015, we paid $9.9 million to purchase the non-controlling interests in QiG’s Algostim and PelviStim subsidiaries.
Net cash used in financing activities for 2014acquisition, including debt issuance costs of $2.4 million was $21.0 million less than the cash used in financing activities in 2013. This cash outflow is the result of $10.0 million of principal payments on long-term debt partially offset by $8.3 million of cash received from the exercise of stock options during 2014.$471.6 million.
Capital Structure After completion- As of the acquisition of Lake Region Medical,December 30, 2016, our capital structure consists of $1.7$1.77 billion of debtprincipal outstanding onunder our Senior Secured Credit Facilities and Senior Notes and 30.630.9 million shares of common stock outstanding as of January 1, 2016. As of January 1, 2016,outstanding. If necessary, we had $186.6currently have access to $151.1 million of borrowing capacity available under theour Revolving Credit Facility. This amount may vary from period to period based upon our debt and EBITDA levels, which impacts the

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covenant calculations discussed above. As of January 1, 2016, our debt service obligations, comprised of principal and interest, for 2016 are estimated to be approximately $130 million. We believe that our cash flow from operations and available borrowing capacity under the Revolving Credit Facility provide adequate liquidity to meet our short- and long-term funding needs. We have clear line of sight to the committed Lake Region Medical acquisition synergies and believe we will be able to de-lever the company to 3.5X to 3X over the next two to three years. If necessary, we are also authorized to issue 100 million shares of common stock and 100 million shares of preferred stock. As of December 30, 2016, our debt service obligations for 2017, consisting of principal and interest on our outstanding debt, are estimated to be approximately $133 million.
Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents and potential borrowings under the Revolving Credit Facility are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. If our future financing needs increase, we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our financial resources. However, we cannot be assured that we will be able to enter into any such arrangements on acceptable terms or at all. We believe that, if needed, we can access public markets to raise additional capital. We continuously evaluate our capital structure as it relateshave clear line of sight to our anticipated long-term funding needs. Changesdebt reduction initiatives, with an ultimate goal of de-levering the Company to our capital structure may occur as a result of this analysis or changes in market conditions.3.5X to 3X adjusted EBITDA.
Non-Guarantor Information For the year ended January 1,December 30, 2016, after giving pro forma effect to the completion of the Lake Region Medical acquisition and Nuvectra Spin-off, the non-Guarantors of our credit facilities represented approximately 26%30% and 37%41% of our revenue and EBITDA, respectively. In addition, as of January 1,December 30, 2016, after giving pro forma effect to the completion of the Nuvectra Spin-off, the non-Guarantors of our credit facilities held approximately 25%26% of our total tangible assets and 3% of our total tangible liabilities. Tangible assets consist of total assets less intangible assets, intercompany receivables, and deferred taxes. Tangible liabilities consist of total liabilities less intercompany payables and deferred taxes.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.
Litigation

We are partyMANAGEMENT’S DISCUSSION AND ANALYSIS

Contractual Obligations
Presented below is a summary of contractual obligations and other minimum commitments as of December 30, 2016. Refer to various legal actions arising in the normal course of business. A description of pending legal actions against the Company is set forth in Note 15 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained atin Item 8 of this report. Other than as discussed in Note 15, we doreport for additional information regarding self-insurance liabilities, which are not believe that the ultimate resolution of any individual pending legal action will have a material effect on our consolidated results of operations, financial position or cash flows. However, litigation is subject to inherent uncertainties and there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become materialreflected in the future.
Contractual Obligations
The following table summarizes our contractual obligations at January 1, 2016:below.
 Payments due by period
CONTRACTUAL OBLIGATIONSTotal 
Less than 1
year
 1-3 years 3-5 years 
More than 5
years
Debt obligations(a)
$2,459,312
 $130,325
 $271,002
 $285,531
 $1,772,454
Operating lease obligations(b)
78,597
 14,118
 20,901
 15,904
 27,674
Purchase obligations(b)
63,653
 61,867
 1,347
 439
 
Foreign currency contracts(b)
16,480
 16,480
 
 
 
Defined benefit plan obligations(c)
2,757
 166
 430
 542
 1,619
Total contractual obligations$2,620,799
 $222,956
 $293,680
 $302,416
 $1,801,747
 Payments due by period
 Total Less than 1 year 1-3 years 3-5 years More than 5 years
Total debt obligations$1,771,000
 $31,344
 $88,469
 $327,687
 $1,323,500
Interest on debt(a)
606,765
 101,990
 198,820
 189,671
 116,284
Operating lease obligations(b)
77,300
 13,486
 23,340
 16,636
 23,838
Foreign currency contracts(b)
24,654
 24,654
 
 
 
Defined benefit plan obligations(c)
3,073
 261
 457
 467
 1,888
Other(d)
49,982
 47,092
 2,870
 20
 
Total$2,532,774
 $218,827
 $313,956
 $534,481
 $1,465,510
 
(a)Includes annualInterest payments in the table above reflect the contractual interest expense on the $1.7 billion outstandingpayments on our Senior Secured Credit Facilities and Senior Notesoutstanding debt based upon the period end weighted averagebalance outstanding and applicable interest rates at December 30, 2016, and exclude the impact of the debt discount amortization and impact of interest rate of 5.69%. Also includes $3.7 million of deferred federal and state taxes on our convertible subordinated notes that will be due between 2016 and 2018. Seeswap agreements. Refer to Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.report for additional information regarding long-term debt.
(b)SeeRefer to Note 15 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about our operating leases, purchaselease obligations and foreign currency contracts.
(c)SeeRefer to Note 10 “Benefit Plans” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about our defined benefit plan obligations.
(d)We have included inventory purchase commitments which are legally binding and specify minimum purchase quantities. These commitments do not include open purchase orders.
This table does not reflect $9.3$10.6 million of unrecognized tax benefits, as we are uncertain if or when such amounts may be settled. Refer to Note 14 “Income Taxes” of the Notes to Consolidated Financial Statements in Item 8 of this report for additional information about these unrecognized tax benefits.
We self-fund the medical insurance coverage provided to our U.S. based employees. We limit our risk through the use of stop loss insurance. As of January 1, 2016, we had $4.0 million accrued related to our self-insurance obligations under our medical plan. This accrual is recorded in Accrued Expenses in the Consolidated Balance Sheet and is primarily based upon claim history. This table does not reflect any potential future payments for self-insured medical claims.

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Prior to 2011, we were a member of a group self-insurance trust that provided workers’ compensation benefits to employees of the Company in Western New York (the “Trust”). Prior to being acquired by Greatbatch, Lake Region Medical self-insured the workers’ compensation benefits provided to its employees. As of January 1, 2016, the Company utilized a traditional insurance provider for workers’ compensation coverage for all associates. During 2015, the Company received an additional assessment from the Trust of $0.9 million. As of January 1, 2016, we had $3.9 million accrued for workers’ compensation claims. This accrual is recorded in Accrued Expenses in the Consolidated Balance Sheet and is primarily based upon claim history and assessments received.This table does not reflect any potential future payments for workers’ compensation benefits.
Inflation
We utilize certain critical raw materials (including precious metals) in our products that we obtain from a limited number of suppliers due to the technically challenging requirements of the supplied product and/or the lengthy process required to qualify these materials with our customers. We cannot quickly establish additional or replacement suppliers for these materials because of these requirements. Our results may be negatively impacted by an increase in the price of these critical raw materials. This risk is partially mitigated as many of the supply agreements with our customers allow us to partially adjust prices for the impact of any raw material price increases and the supply agreements with our vendors have final one-time buy clauses to meet a long-term need. Historically, raw material price increases have not materially impacted our results of operations.
Impact of Recently Issued Accounting Standards
In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), Emerging Issues Task Force (“EITF”) or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements. SeeRefer to Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
In the normal course of business, we are exposed to market risk primarily due to changes in foreign currency exchange rates and interest rates. Changes in these rates could result in fluctuations in our earnings and cash flows. We regularly assess these risks and have established policies and business practices to help protect against the adverse effects of these and other potential exposures. However, fluctuations in foreign currency exchange rates and interest rates could have a significant impact, positive or negative, on our financial results in the future.


Foreign Currency Exchange Rate Risk
We have foreign operations in Ireland, Germany, France, Switzerland, Mexico, Uruguay, and Malaysia which expose us to foreign currency exchange rate fluctuations due to transactions denominated in Euros, Swiss francs, Mexican pesos, Uruguayan pesos, and Malaysian ringgits. We continuously evaluate our foreign currency risk, and we use operational hedges, as well as forward currency exchange rate contracts, to manage the impact of currency exchange rate fluctuations on earnings and cash flows. We do not enter into currency exchange rate derivative instruments for speculative purposes. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $8$12 million on our 20152016 annual sales. This amount is not indicative of the hypothetical net earnings impact due to the partially offsetting impacts on cost of sales and operating expenses in those currencies. The impact of foreign currency exposures will be more significant to our consolidated results in 2016 due to the inclusion of a full year Lake Region Medical results. We estimate that foreign currency exchange rate fluctuations during 20152016 decreased sales in comparison to 20142015 by approximately $14.5$1 million.
Historically, weWe have historically entered into forward contracts to purchase Mexican pesos in order to hedge the risk of peso-denominated payments associated with our operations in Mexico. In connection with the Lake Region Medical acquisition, we terminated our outstandingThese forward contracts resulting in a $2.4 million payment to the foreign currency contract counterparty during 2015. During the fourth quarter of 2015, we entered into a new forward contract to purchase 23.5 million Mexican pesos per month beginning in January 2016 through December 2016 at an exchange rate of $0.0584 per peso. This contract is beingare accounted for as a cash flow hedge.hedges. The amount recorded during 2016 related to our forward contracts was an increase in Cost of Sales of $3.5 million. As of January 1,December 30, 2016, this contract has a negative fair value of $0.3$2.1 million. Refer to Note 15 “Commitments and Contingencies�� to the Consolidated Financial Statements contained in Item 8 of this report for additional information regarding our outstanding forward contracts.
To the extent that our monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of the subsidiary, these amounts are remeasured each period at the period-end exchange rate, with the resulting gain or loss being recorded in Other Income, Net in the Consolidated Statements of Operations and Comprehensive Income (Loss). Net foreign currency transaction gains and losses included in Other Income, Net amounted to a gain of $4.9 million for 2016 and primarily related to the remeasurement of intercompany loans and the strengthening of the U.S. dollar relative to the Euro. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency monetary assets and liabilities would have had an impact of approximately $4 million on our Other Income, Net for 2016.
We translate all assets and liabilities of our foreign operations where the U.S. dollar is not the functional currency at the period-end exchange rate and translate sales and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the Consolidated Financial Statements as Comprehensive Income (Loss). The translation adjustment for 20152016 was a $7.8$19.3 million loss.loss and primarily related to the strengthening of the U.S. dollar relative to the Euro. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in our foreign subsidiaries. Net foreign currency transaction gains and losses included in Other (Income) Expense, Net amounted to a gain of $1.3 million for 2015. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency net assets would have had an impact of approximately $53$46 million on our foreign net assets as of January 1,December 30, 2016.

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Interest Rate Risk


Interest Rates – Historically,We regularly monitor interest rate risk attributable to both our outstanding or forecasted debt obligations as well as our offsetting hedge positions and may take steps to mitigate these exposures as appropriate. From time to time, we have enteredenter into interest rate swap agreements in order to hedge against potential changes in cash flows on our outstanding variable rate debt. As
During 2016, we entered into a result of the Lake Region Medical acquisition, the forecastedone year $250 million interest rate swap and a three year $200 million interest rate swap to hedge against potential changes in cash flows thaton our outstanding variable rate debt, which are indexed to the one-month LIBOR rate. The variable rate received on the interest rate swaps and the variable rate paid on the variable rate debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same day. The swaps are being accounted for as cash flow hedges. The amount recorded during 2016 related to our interest rate swaps were hedging were no longer expectedwas an increase to occur. Accordingly, during 2015, we terminated our outstanding interest rate swap agreements resulting in a $2.8 million payment to the interest rate swap counterparty.Interest Expense of $0.1 million. As of January 1,December 30, 2016, wethese swaps have no interest rate swap agreements outstanding.a positive fair value of $3.5 million.
As of January 1,December 30, 2016, we had $1.7$1.77 billion in principal amount outstanding debt, of which $360 million related toon our Senior Notes which has a fixed interest rate of 9.125%, $375 million related to our TLA Facility which has a variable interest rate, and $1,025 million related to our TLB Facility which has a 1.00% LIBOR floor, thus has a variable interest rate when LIBOR is above 1.00%.debt. Interest rates on our Revolving Credit Facility, TLA Facility and TLB Facility, reset, at our option, based upon the prime rate or LIBOR rate, thus subjecting us to interest rate risk. WeOur TLB Facility has a 1.00% LIBOR floor, thus is only variable when LIBOR interest rates are currently evaluating ourabove 1.00%. Our Senior Notes have a fixed interest rate risk exposures and may take steps to mitigate these exposures as appropriate.rate. Refer to Note 9 “Debt” of the Notes to the Consolidated Financial Statements in Item 8 of this report for additional information about our outstanding debt. A hypothetical one percentage point (100 basis points) increase in the LIBOR rate on the $1.4$1.2 billion of unhedged variable rate debt outstanding at January 1,December 30, 2016 would increase our interest expense by approximately $7$9 million.


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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INTEGER HOLDINGS CORPORATION
Index to Consolidated Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following are set forth below:
Page
Management’s Report on Internal Control Over Financial Reporting...................................................................................
  
Reports of Independent Registered Public Accounting Firm.................................................................................................
  
1, 2016........................................................................
  
2015......................................................................................................................................
  
2015....
  
2015.......................................................................................................................................................................
  
Notes to Consolidated Financial Statements..........................................................................................................................

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s certifying officers are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed and maintained under the supervision of its certifying officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of January 1,December 30, 2016, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of January 1,December 30, 2016 is effective.
In conducting the evaluation of the effectiveness of internal control over financial reporting as of January 1, 2016, as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission, management excluded the following subsidiary acquired in 2015:
Lake Region Medical Holdings, Inc.
This subsidiary represented approximately 66% of total assets, 17% of revenues, and 229% of net loss of the consolidated financial statement amounts as of and for the year ended January 1, 2016. See Note 2 – “Acquisitions” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for a discussion of this acquisition and its impact on the Company’s Consolidated Financial Statements.
The effectiveness of internal control over financial reporting as of January 1,December 30, 2016 has been audited by Deloitte & Touche LLP, the Company’s independent registered public accounting firm.
Dated: March 1, 2016February 28, 2017
 
/s/ Thomas J. Hook  /s/ Michael Dinkins
Thomas J. Hook  Michael Dinkins
President & Chief Executive Officer  Executive Vice President & Chief Financial Officer


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Greatbatch, Inc.Integer Holdings Corporation
Frisco, Texas

We have audited the internal control over financial reporting of Greatbatch, Inc.Integer Holdings Corporation and subsidiaries (the “Company”) as of January 1,December 30, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Lake Region Medical Holdings, Inc., which was acquired on October 27, 2015 and whose consolidated financial statements constitute 66% of total assets, 17% of revenues, and 229% of net loss of the consolidated financial statement amounts as of and for the year ended January 1, 2016. Accordingly, our audit did not include the internal control over financial reporting at Lake Region Medical Holdings, Inc. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1,December 30, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and consolidated financial statement schedule as of and for the year ended January 1,December 30, 2016 of the Company and our report dated March 1, 2016February 28, 2017 expressed an unqualified opinion on those consolidated financial statements and consolidated financial statement schedule, and included explanatory paragraphs regarding the Company’s changes in method of accounting for its debt issuance costs and deferred income taxes.

schedule.
/s/ Deloitte & Touche LLP

Williamsville, New York
March 1, 2016February 28, 2017


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Greatbatch, Inc.Integer Holdings Corporation
Frisco, Texas

We have audited the accompanying consolidated balance sheets of Greatbatch, Inc.Integer Holdings Corporation and subsidiaries (the “Company”) as of January 1,December 30, 2016 and January 2, 2015,1, 2016, and the related consolidated statements of operations and comprehensive income (loss), cash flows, and stockholders’ equity for each of the three years in the period ended January 1,December 30, 2016. Our audits also included the consolidated financial statement schedule listed in the Index at Item 15. These consolidated financial statements and consolidated financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and consolidated financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 1,December 30, 2016 and January 2, 2015,1, 2016, and the results of its operations and its cash flows for each of the three years in the period ended January 1,December 30, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for debt issuance costs as of January 1, 2016 and January 2, 2015 due to the adoption of Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs and ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for deferred income taxes as of January 1, 2016 due to the adoption of Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 1,December 30, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2016February 28, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Williamsville, New York
March 1, 2016February 28, 2017


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
At
(in thousands except share and per share data)January 1,
2016
 January 2,
2015
December 30,
2016
 January 1,
2016
ASSETS      
Current assets:      
Cash and cash equivalents$82,478
 $76,824
$52,116
 $82,478
Accounts receivable, net of allowance for doubtful accounts of $1.0 million in 2015 and $1.4 million in 2014207,342
 124,953
Accounts receivable, net of allowance for doubtful accounts of $0.7 million and $1.0 million, respectively204,626
 207,342
Inventories252,166
 129,242
225,151
 252,166
Refundable income taxes11,730
 1,716
13,388
 11,730
Deferred income taxes
 6,168
Prepaid expenses and other current assets20,888
 11,780
22,026
 20,888
Total current assets574,604
 350,683
517,307
 574,604
Property, plant and equipment, net379,492
 144,925
372,042
 379,492
Amortizing intangible assets, net893,977
 65,337
849,772
 893,977
Indefinite-lived intangible assets90,288
 20,288
90,288
 90,288
Goodwill1,013,570
 354,393
967,326
 1,013,570
Deferred income taxes3,587
 2,626
3,970
 3,587
Other assets26,618
 16,870
31,838
 26,618
Total assets$2,982,136
 $955,122
$2,832,543
 $2,982,136
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Current portion of long-term debt$29,000
 $11,250
$31,344
 $29,000
Accounts payable84,362
 46,436
77,896
 84,362
Income taxes payable3,221
 2,003
3,699
 3,221
Deferred income taxes
 588
Accrued expenses97,257
 48,384
72,281
 97,257
Total current liabilities213,840
 108,661
185,220
 213,840
Long-term debt1,685,053
 175,363
1,698,819
 1,685,053
Deferred income taxes221,804
 53,195
208,579
 221,804
Other long-term liabilities10,814
 4,541
14,686
 10,814
Total liabilities2,131,511
 341,760
2,107,304
 2,131,511
Commitments and contingencies (Note 15)
 

 
Stockholders’ equity:      
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding in 2015 or 2014
 
Common stock, $0.001 par value, authorized 100,000,000 shares; 30,664,119 shares issued and 30,601,167 shares outstanding in 2015; 25,099,293 shares issued and 25,070,931 shares outstanding in 201431
 25
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding
 
Common stock, $0.001 par value; 100,000,000 shares authorized; 31,059,038 and 30,664,119 shares issued, respectively; 30,925,496 and 30,601,167 shares outstanding, respectively31
 31
Additional paid-in capital620,470
 366,073
637,955
 620,470
Treasury stock, at cost, 62,952 shares in 2015 and 28,362 shares in 2014(3,100) (1,307)
Treasury stock, at cost, 133,542 and 62,952 shares, respectively(5,834) (3,100)
Retained earnings231,854
 239,448
109,087
 231,854
Accumulated other comprehensive income1,370
 9,123
Accumulated other comprehensive income (loss)(16,000) 1,370
Total stockholders’ equity850,625
 613,362
725,239
 850,625
Total liabilities and stockholders’ equity$2,982,136
 $955,122
$2,832,543
 $2,982,136
The accompanying notes are an integral part of these consolidated financial statements.

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
 
Year EndedFiscal Year Ended
(in thousands except per share data)January 1,
2016
 January 2,
2015
 January 3,
2014
December 30,
2016
 January 1,
2016
 January 2,
2015
Sales$800,414
 $687,787
 $663,945
$1,386,778
 $800,414
 $687,787
Cost of sales565,279
 456,389
 444,632
1,008,479
 565,279
 456,389
Gross profit235,135
 231,398
 219,313
378,299
 235,135
 231,398
Operating expenses:          
Selling, general and administrative expenses102,530
 90,602
 88,107
153,291
 102,530
 90,602
Research, development and engineering costs, net52,995
 49,845
 54,077
55,001
 52,995
 49,845
Other operating expenses, net66,464
 15,297
 15,790
61,737
 66,464
 15,297
Total operating expenses221,989
 155,744
 157,974
270,029
 221,989
 155,744
Operating income13,146
 75,654
 61,339
108,270
 13,146
 75,654
Interest expense33,513
 4,252
 11,261
111,270
 33,513
 4,252
(Gain) loss on cost and equity method investments, net(3,350) (4,370) 694
833
 (3,350) (4,370)
Other (income) expense, net(1,317) (807) 546
Income (loss) before provision for income taxes(15,700) 76,579
 48,838
Other income, net(5,018) (1,317) (807)
Income (loss) before provision (benefit) for income taxes1,185
 (15,700) 76,579
Provision (benefit) for income taxes(8,106) 21,121
 12,571
(4,776) (8,106) 21,121
Net income (loss)$(7,594) $55,458
 $36,267
$5,961
 $(7,594) $55,458
Earnings (loss) per share:          
Basic$(0.29) $2.23
 $1.51
$0.19
 $(0.29) $2.23
Diluted$(0.29) $2.14
 $1.43
$0.19
 $(0.29) $2.14
Weighted average shares outstanding:          
Basic26,363
 24,825
 23,991
30,778
 26,363
 24,825
Diluted26,363
 25,975
 25,323
30,973
 26,363
 25,975
     
Comprehensive Income (Loss)          
Net income (loss)$(7,594) $55,458
 $36,267
$5,961
 $(7,594) $55,458
Other comprehensive income (loss):     
Foreign currency translation gain (loss)(7,841) (3,502) 1,521
Other comprehensive loss:     
Foreign currency translation loss(19,269) (7,841) (3,502)
Net change in cash flow hedges, net of tax108
 (1,359) (382)2,478
 108
 (1,359)
Defined benefit plan liability adjustment, net of tax(20) (374) 272
(579) (20) (374)
Other comprehensive income (loss)(7,753) (5,235) 1,411
Other comprehensive loss, net(17,370) (7,753) (5,235)
Comprehensive income (loss)$(15,347) $50,223
 $37,678
$(11,409) $(15,347) $50,223
The accompanying notes are an integral part of these consolidated financial statements.


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Year EndedFiscal Year Ended
(in thousands)January 1, 2016 January 2, 2015 January 3, 2014December 30, 2016 January 1, 2016 January 2, 2015
Cash flows from operating activities:          
Net income (loss)$(7,594) $55,458
 $36,267
$5,961
 $(7,594) $55,458
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation and amortization44,632
 37,197
 35,966
90,524
 44,632
 37,197
Debt related charges included in interest expense11,320
 773
 6,366
7,278
 11,320
 773
Inventory step-up amortization22,986
 260
 

 22,986
 260
Stock-based compensation9,376
 13,186
 14,101
8,408
 9,376
 13,186
Non-cash (gain) loss on cost and equity method investments, net275
 (4,370) 694
Other non-cash (gains) losses, net1,093
 (3,214) 255
Non-cash (gain) loss on cost and equity method investments1,495
 275
 (4,370)
Other non-cash (gains) losses5,216
 1,093
 (3,214)
Deferred income taxes(10,298) 531
 (29,856)(7,350) (10,298) 531
Changes in operating assets and liabilities, net of acquisitions:          
Accounts receivable3,684
 (11,731) 7,379
(2,169) 3,684
 (11,731)
Inventories(25,752) (6,726) (11,508)22,170
 (25,752) (6,726)
Prepaid expenses and other assets(1,861) (3,281) (353)(3,846) (1,861) (3,281)
Accounts payable3,129
 (970) 1,307
(1,127) 3,129
 (970)
Accrued expenses(28,605) 1,214
 (1,176)(13,935) (28,605) 1,214
Income taxes payable(9,906) 2,949
 (2,687)(7,093) (9,906) 2,949
Net cash provided by operating activities12,479
 81,276
 56,755
105,532
 12,479
 81,276
Cash flows from investing activities:          
Proceeds from sale of orthopaedic product lines
 2,655
 4,746
Acquisition of property, plant and equipment(44,616) (24,827) (18,858)(58,632) (44,616) (24,827)
Proceeds from sale of property, plant and equipment746
 4
 300
347
 746
 4
Proceeds from sale (purchase of) cost and equity method investments, net(6,300) 2,248
 (3,732)
Proceeds from sale (purchase of) cost and equity method investments(3,015) (6,300) 2,248
Acquisitions, net of cash acquired(423,389) (16,002) 

 (423,389) (16,002)
Other investing activities, net
 
 (740)
Other investing activities(2,000) 
 2,655
Net cash used in investing activities(473,559) (35,922) (18,284)(63,300) (473,559) (35,922)
Cash flows from financing activities:          
Principal payments of long-term debt(1,232,175) (10,000) (458,282)(46,000) (1,232,175) (10,000)
Proceeds from issuance of long-term debt, net of discount1,749,750
 
 425,000
Proceeds from issuance of long-term debt57,000
 1,749,750
 
Issuance of common stock6,583
 8,278
 12,807
2,821
 6,583
 8,278
Payment of debt issuance costs(45,933) 
 (2,802)(1,177) (45,933) 
Distribution of cash and cash equivalents to Nuvectra Corporation(76,256) 
 
Purchase of non-controlling interests(9,875) 
 
(6,818) (9,875) 
Other financing activities, net(440) (655) (81)
Other financing activities(1,716) (440) (655)
Net cash provided by (used in) financing activities467,910
 (2,377) (23,358)(72,146) 467,910
 (2,377)
Effect of foreign currency exchange rates on cash and cash equivalents(1,176) (1,618) 68
(448) (1,176) (1,618)
Net increase in cash and cash equivalents5,654
 41,359
 15,181
Net increase (decrease) in cash and cash equivalents(30,362) 5,654
 41,359
Cash and cash equivalents, beginning of year76,824
 35,465
 20,284
82,478
 76,824
 35,465
Cash and cash equivalents, end of year$82,478
 $76,824
 $35,465
$52,116
 $82,478
 $76,824
The accompanying notes are an integral part of these consolidated financial statements.


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 Common Stock 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
(in thousands)Shares Amount  Shares Amount   
At December 28, 201223,732
 $24
 $320,618
 (20) $(452) $147,723
 $12,947
 $480,860
Stock-based compensation
 
 9,333
 
 
 
 
 9,333
Net shares issued (acquired) under stock incentive plans636
 
 12,245
 (17) (780) 
 
 11,465
Income tax benefit from stock options, restricted stock and restricted stock units
 
 242
 
 
 
 
 242
Shares contributed to 401(k) Plan91
 
 2,477
 
 
 
 
 2,477
Net income
 
 
 
 
 36,267
 
 36,267
Total other comprehensive income, net
 
 
 
 
 
 1,411
 1,411
At January 3, 201424,459
 24
 344,915
 (37) (1,232) 183,990
 14,358
 542,055
Stock-based compensation
 
 8,921
 
 
 
 
 8,921
Net shares issued (acquired) under stock incentive plans640
 1
 7,754
 (86) (4,290) 
 
 3,465
Income tax benefit from stock options, restricted stock and restricted stock units
 
 4,357
 
 
 
 
 4,357
Shares contributed to 401(k) Plan
 
 126
 95
 4,215
 
 
 4,341
Net income
 
 
 
 
 55,458
 
 55,458
Total other comprehensive loss, net
 
 
 
 
 
 (5,235) (5,235)
At January 2, 201525,099
 25
 366,073
 (28) (1,307) 239,448
 9,123
 613,362
Stock-based compensation
 
 9,364
 
 
 
 
 9,364
Net shares issued (acquired) under stock incentive plans585
 1
 5,764
 (107) (5,261) 
 
 504
Income tax benefit from stock options, restricted stock and restricted stock units
 
 5,639
 
 
 
 
 5,639
Shares contributed to 401(k) Plan
 
 452
 72
 3,468
 
 
 3,920
Issuance of shares in connection with acquisition4,980
 5
 245,363
 
 
 
 
 245,368
Issuance of roll-over options in connection with acquisition
 
 4,508
 
 
 
 
 4,508
Purchase of non-controlling interests in subsidiaries
 
 (16,693) 
 
 
 
 (16,693)
Net loss
 
 
 
 
 (7,594) 
 (7,594)
Total other comprehensive loss, net
 
 
 
 
 
 (7,753) (7,753)
At January 1, 201630,664
 $31
 $620,470
 (63) $(3,100) $231,854
 $1,370
 $850,625
 Common Stock 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
(in thousands)Shares Amount  Shares Amount   
Balance at January 3, 201424,459
 $24
 $344,915
 (37) $(1,232) $183,990
 $14,358
 $542,055
Comprehensive income:               
Net income
 
 
 
 
 55,458
 
 55,458
Other comprehensive loss, net
 
 
 
 
 
 (5,235) (5,235)
Share-based compensation plans:               
Stock-based compensation
 
 8,921
 
 
 
 
 8,921
Net shares issued (acquired)640
 1
 7,754
 (86) (4,290) 
 
 3,465
Excess tax benefit on share-based compensation
 
 4,357
 
 
 
 
 4,357
Shares contributed to 401(k) Plan
 
 126
 95
 4,215
 
 
 4,341
Balance at January 2, 201525,099
 25
 366,073
 (28) (1,307) 239,448
 9,123
 613,362
Comprehensive loss:               
Net loss
 
 
 
 
 (7,594) 
 (7,594)
Other comprehensive loss, net
 
 
 
 
 
 (7,753) (7,753)
Share-based compensation plans:               
Stock-based compensation
 
 9,364
 
 
 
 
 9,364
Net shares issued (acquired)585
 1
 5,764
 (107) (5,261) 
 
 504
Excess tax benefit on share-based compensation
 
 5,639
 
 
 
 
 5,639
Shares contributed to 401(k) Plan
 
 452
 72
 3,468
 
 
 3,920
Shares issued in connection with acquisition4,980
 5
 245,363
 
 
 
 
 245,368
Roll-over options issued in connection with acquisition
 
 4,508
 
 
 
 
 4,508
Purchase of non-controlling interests in subsidiaries
 
 (16,693) 
 
 
 
 (16,693)
Balance at January 1, 201630,664
 31
 620,470
 (63) (3,100) 231,854
 1,370
 850,625
Comprehensive loss:    

         

Net income
 
 
 
 
 5,961
 
 5,961
Other comprehensive loss, net
 
 
 
 
 
 (17,370) (17,370)
Share-based compensation plans:               
Stock-based compensation
 
 8,408
 
 
 
 
 8,408
Net shares issued (acquired)395
 
 1,570
 (71) (2,734) 
 
 (1,164)
Excess tax benefit on share-based compensation
 
 2,266
 
 
 
 
 2,266
Spin-off of Nuvectra Corporation
 
 5,241
 
 
 (128,728) 
 (123,487)
Balance at December 30, 201631,059
 $31
 $637,955
 (134) $(5,834) $109,087
 $(16,000) $725,239
The accompanying notes are an integral part of these consolidated financial statements.


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements include the accounts of Greatbatch, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Greatbatch”). All intercompany balances and transactions have been eliminated in consolidation.
NatureInteger Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is one of Operationsthe largest medical device outsource manufacturers in the world serving the cardiac, neuromodulation, orthopedics, vascular, advanced surgical and portable medical markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, it develops batteries for high-end niche applications in the energy, military, and environmental markets. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.
On October 27, 2015, the Company acquired all of the outstanding common stock of Lake Region Medical Holdings, Inc. (“Lake Region Medical”) for a total purchase price including debt assumed of approximately $1.77 billion. As a result,. On March 14, 2016, the Company now hascompleted the spin-off of a portion of its former QiG segment through a tax-free distribution of all of the shares of its QiG Group, LLC subsidiary to the stockholders of Integer on a pro rata basis (the “Spin-off”). Refer to Note 2 “Divestiture and Acquisitions” for further details of these transactions.
Effective June 30, 2016, the Company changed its name from Greatbatch, Inc. (“Greatbatch”) to Integer Holdings Corporation. The new name represents the union of the Greatbatch Medical, Lake Region Medical and Electrochem brands. Integer, as in whole or complete, signifies the Company’s more comprehensive products and service offerings, and a new dimension in its combined capabilities.
Basis of Presentation and Principles of Consolidation – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Integer Holdings Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Subsequent to the Lake Region Medical acquisition and Spin-off, the Company operated as three reportable segments: Greatbatch Medical, QiG Group (“QiG”), and Lake Region Medical. In February 2016, Greatbatch announced thatThe determination of three reportable segments was deemed to be temporary while the Company reorganized its Boardoperations including its internal management and financial reporting structure. As a result of Directors has approvedthis reorganization, the spin-offCompany reevaluated and revised its reportable business segments during the fourth quarter of a2016. The Company’s reportable segments are: (1) Medical, which includes the previously reported Lake Region Medical segment, the remaining operations of QiG, and the portion of the previously reported Greatbatch Medical segment not included in the new Non-Medical segment; and (2) Non-Medical, which includes the Company’s Electrochem business, which was previously included in the Company’s Greatbatch Medical segment.
This segment structure reflects the financial information and reports used by the Company’s management, specifically its QiGChief Operating Decision Maker (“CODM”), to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment through a tax-free distribution of its QiG Group LLC subsidiary tostructure reflects the stockholders of Greatbatch on a pro rata basis (the “Spin-off”). Immediately prior to completion of the Spin-off, QiG Group LLC will be converted into a corporation organized under the laws of Delaware and change its name to Nuvectra Corporation (“Nuvectra”). The Spin-off is expected to be completedCompany’s current operating focus in March 2016.compliance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. As a result of the Lake Region Medical acquisitionnew segment reporting structure, the Company has reclassified prior year amounts to conform them to the current year presentation. The revised segment structure and the pending Spin-off, the Company is reevaluating its operating and reporting segments, which is expectedrelated presentation changes did not impact consolidated net income (loss), earnings (loss) per share, total current assets, total assets or total stockholders’ equity. Refer to be finalized in 2016 once the corporate and management reporting structure realignment is completed. Note 19, “Business Segment, Geographic and Concentration Risk Information” contains additional information on our reportingInformation,” for further discussion regarding the Company’s reportable segments.
Simultaneous withThe Company’s results include the closefinancial and operating results of QiG until the Spin-off on March 14, 2016. The Company’s results include the financial and operating results of Lake Region Medical since the date of acquisition on October 27, 2015. Results for periods prior to October 27, 2015 do not include the Company also announced its intention to rename the combined entity Integer Holdings Corporation. Integer is defined as complete, whole,financial and comprehensive, and represents the joiningoperating results of Greatbatch and Lake Region Medical as well as the combined company's product and service offerings provided to customers. The new name is subject to Greatbatch shareholder approval at the May 2016 annual meeting.
Greatbatch Medical designs and manufactures products where Greatbatch either owns the intellectual property or has unique manufacturing and assembly expertise. These products include medical devices and components for the cardiac, neuromodulation, orthopaedics, portable medical, vascular and energy markets among others. The Greatbatch Medical segment also offers value-added assembly and design engineering services for medical devices that utilize its component products.
The QiG segment focuses on the design and development of medical device systems and components. QiG is in the process of developing applications for its neurostimulation technology platform for emerging indications such as spinal cord stimulation (“SCS”), sacral nerve stimulation (“SNS”), and deep brain stimulation (“DBS”), among others. QiG’s Algostim, LLC (“Algostim”) subsidiary is focused on the development and commercialization of its Algovita SCS system (“Algovita”), the first application of its neurostimulation technology platform and received PMA approval in the fourth quarter of 2015. QiG’s PelviStim LLC (“PelviStim”) subsidiary is focused on the commercialization of QiG’s neurostimulation technology platform for SNS. The QiG segment also includes NeuroNexus Technologies, Inc. (“NeuroNexus”), and Centro de Construcción de Cardioestimuladores del Uruguay (“CCC”). The Spin-off is expected to consist of QiG Group LLC and its subsidiaries Algostim, PelviStim and NeuroNexus. The operations of CCC and certain other existing QiG research and development capabilities will be retained and not included as part of the Spin-off.
Lake Region Medical has operated as a new segment for Greatbatch since it was acquired during the fourth quarter of 2015. This segment specializes in the design, development, and manufacturing of products across the medical component and device spectrum, primarily serving the cardio, vascular and advanced surgical markets. Lake Region Medical offers fully integrated outsourced manufacturing, regulatory and engineering services, contract manufacturing, finished device assembly services, original device development, and supply chain management to its customers.
The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.Medical.
Fiscal Year End – The Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. Fiscal years 2016, 2015 and 2014 consisted of fifty-two weeks and 2013 ended on December 30, 2016, January 1, 2016 and January 2, 2015, respectively.
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and January 3, 2014. Fiscal years 2015assumptions that affect the reported amounts of assets and 2014 each contained fifty-two weeks, while fiscalliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates.
ReclassificationsCertain prior period amounts have been reclassified to conform to the current segment structure. Refer to Note 19 “Business Segment, Geographic and Concentration Risk Information,” for a description of the changes made to reflect the current year 2013 contained fifty-three weeks.segment presentation.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents – Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.
Concentration of Credit Risk – Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and/or accounts receivable are to four customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19 “Business Segment, Geographic and Concentration Risk Information” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks.
Trade Accounts Receivable and Allowance for Doubtful Accounts – The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains an allowance for those customer receivables that it does not expect to collect. The Company accrues its estimated losses from uncollectable accounts receivable to the allowance based upon recent historical experience, the length of time the receivable has been outstanding and other specific information as it becomes available. Provisions to the allowance for doubtful accounts are charged to current operating expenses. Actual losses are charged against this allowance when incurred.
Inventories – Inventories are stated at the lower of cost, determined using the first-in first-out method, or market. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held as well as estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4 “Inventories” contains additional information on the Company’s inventory.
Property, Plant and Equipment (“PP&E”) – PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 12-30 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, if less. The cost of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. Note 6 “Property, Plant and Equipment, Net” contains additional information on the Company’s PP&E.
Fair Value Measurements – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ASC”)ASC 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 valuations do not entail a significant degree of judgment.
Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 – Valuation is based on unobservable inputs that are significant to the overall fair value measurement. The degree of judgment in determining fair value is greatest for Level 3 valuations.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the valuation. To the extent that a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date. Note 18 “Fair Value Measurements” contains additional information on assets and liabilities recorded at fair value in the consolidated financial statements.
Cash and Cash Equivalents – Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less. The carrying amount of cash and cash equivalents approximated their fair value as of January 1, 2016 and January 2, 2015 based upon the short-term nature of these instruments.
Concentration of Credit Risk – Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and/or accounts receivable are to four customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19 “Business Segment, Geographic and Concentration Risk Information” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks.
Allowance for Doubtful Accounts – The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains an allowance for those customer receivables that it does not expect to collect. The Company accrues its estimated losses from uncollectable accounts receivable to the allowance based upon recent historical experience, the length of time the receivable has been outstanding and other specific information as it becomes available. Provisions to the allowance for doubtful accounts are charged to current operating expenses. Actual losses are charged against this allowance when incurred. The carrying amount of trade receivables approximated their fair value as of January 1, 2016 and January 2, 2015 based upon the short-term nature of these assets.
Inventories – Inventories are stated at the lower of cost, determined using the first-in first-out method, or market. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held as well as estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4 “Inventories” contains additional information on the Company’s inventory.
Property, Plant and Equipment (“PP&E”) – PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 7-40 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, if less. The cost of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related

- 71 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. Note 6 “Property, Plant and Equipment, Net” contains additional information on the Company’s PP&E.
Business Combinations – The Company records its business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the Company allocates the purchase price of each acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. management using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depends on the reliability of available data and the nature of the asset, among other considerations.
The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows are discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considers multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, technology life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions.
Any excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired is allocated to goodwill. All direct acquisition-related costs are expensed as incurred.
In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through Other Operating Expenses, Net. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable contingent consideration.
Amortizing Intangible Assets – Amortizing intangible assets consists primarily of purchased technology and patents, and customer lists. The Company amortizes its definite-lived intangible assets over their estimated useful lives utilizing an accelerated or straight-line method of amortization, which approximates the projected cash flows used to fair value those intangible assets at the time of acquisition. When the straight-line method of amortization is utilized, the estimated useful life of the intangible asset is shortened to assure that recognition of amortization expense corresponds with the expected cash flows. The amortization period for the Company’s amortizing intangible assets are as follows: purchased technology and patents 5-15 years; customer lists 7-20 years and other intangible assets 1-10 years. Refer to Note 7 “Intangible Assets” for additional information on the Company’s amortizing intangible assets.
Impairment of Long-Lived Assets – The Company assesses the impairment of definite-lived long-lived assets or asset groups when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered in deciding when to perform an impairment review include: a significant decrease in the market price of the asset or asset group; a significant change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; a significant change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent.
Potential recoverability is measured by comparing the carrying amount of the asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group’s carrying amount to its fair value. When it is determined that useful lives of assets are shorter than originally estimated, and no impairment is present, the rate of depreciation is accelerated in order to fully depreciate the assets over their new shorter useful lives.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Goodwill and other indefinite lived intangible assets recorded are not amortized but are periodically tested for impairment. The Company assesses goodwill for impairment on the last day of each fiscal year, or more frequently if certain events occur as described above. Goodwill is evaluated for impairment through the comparison of the fair value of the reporting units to their carrying values. When evaluating goodwill for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit is more-likely-than-not greater than its carrying amount. This qualitative assessment is referred to as a “step zero approach. If, based on the review of the qualitative factors, the Company determines it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying value, the required two-step impairment test can be bypassed. If the Company does not perform a step zero assessment or if the fair value of the reporting unit is more-likely-than-not less than its carrying value, the Company must perform a two-step impairment test, and calculate the estimated fair value of the reporting unit. If, based upon the two-step impairment test, it is determined that the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Under the two-step approach, fair values for reporting units are determined based on a combination of discounted cash flows and market multiples.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The Company completed its annual goodwill impairment assessment for 2015 by performing a step zero qualitative analysis. As part of this analysis, the Company evaluated factors including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, share price fluctuations, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. After completing the analysis, the Company determined that it was more likely than not that its reporting units fair values are greater than the reporting units carrying values and the two-step impairment test is not necessary.
Other indefinite lived intangible assets are assessed for impairment on the last day of each fiscal year, or more frequently if certain events occur as described above, by comparing the fair value of the intangible asset to its carrying value. The fair value is determined by using the income approach. Note 7 “Intangible Assets” contains additional information on the Company’s long-lived intangible assets.
Debt Issuance CostsCost and DiscountsEquity Method InvestmentsIn April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs be presented as a direct reduction to the carrying amountCertain of the related debtCompany’s investments in the balance sheet rather than as a deferred charge, consistent with the presentationequity and other securities are long-term, strategic investments in companies that are in varied stages of discounts on debt. ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” was issueddevelopment. These investments are included in August 2015 to clarify that the U.S. Securities and Exchange Commission (“SEC”) staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
As permitted, during the fourth quarter of 2015, the Company elected to early adopt these ASUs and has elected to retrospectively apply this guidance. As a result, the Company has classified $35.9 million and $0.9 million as of January 1, 2016 and January 2, 2015, respectively, of deferred debt issuance costs associated with its term-debt from Other Assets to Long-Term Debt inon the Consolidated Balance Sheets. Deferred debt issuance costs associated with the Company’s revolving credit facility of $4.8 million and $2.2 million as of January 1, 2016 and January 2, 2015, respectively, are classified within Other Assets.
Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are amortized to Interest Expense on a straight-line basis over the contractual term of the credit facility. Unamortized debt issuance costs and unamortized debt discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt. These debt issuance costs and discounts are amortized to Interest Expense using the effective interest method over the period from the date of issuance to the put option date (if applicable) or the maturity date, whichever is earlier. The amortization of debt issuance costs and discounts are included in Debt Related Amortization Included in Interest Expense in the Consolidated Statements of Cash Flows. Note 9 “Debt” contains additional information on the Company’s debt issuance costs and discounts.
Other Long-Term Assets – Other long-term assets also include investments in equity securities of entities that are not publicly traded and which do not have readily determinable fair values. The Company accounts for investments in these entities under the cost or equity method depending on the type of ownership interest, as well as the Company’s ability to exercise influence over these entities. EquityInvestments accounted for under the cost method investments are initially recorded at the amount of the Company’s investment and carried at that cost until a security is deemed impaired or is sold. Equity securities accounted for under the equity method are initially recorded at the amount of the Company’s investment and are subsequently adjusted to reflecteach period for the Company’s share of earningsthe investee’s income or losses ofloss and dividends paid.
Equity securities accounted for under both the investee. Cost method investments are recorded at historical cost. Each reporting period, management evaluates these cost and equity method investments to determine if theremethods are anyreviewed quarterly for changes in circumstance or the occurrence of events or circumstances that are likely to have a significant effect onsuggest the fair value of the investment.Company’s investment may not be recoverable. Examples of such impairment indicators include, but are not limited to: a recent sale or offering of similar shares of the investment at a price below the Company’s cost basis; a significant deterioration in earnings performance; a significant change in the regulatory, economic or technological environment of the investee; or a significant doubt about an investee’s ability to continue as a going concern. If an impairment indicator is identified, management will estimate the fair value of the investment and compare it to its carrying value. The estimation of fair value considers all available financial information related to the investee, including, but not limited to, valuations based on recent third-party equity investments in the investee. If the fair value of the investment is less than its carrying value, the investment is impaired and a determination as to whether the impairment is other-than-temporary is made. Impairment is deemed to be other-than-temporary unless the Company has the ability and intent to hold the investment for a period sufficient for a market recovery up to the carrying value of the investment. Further, evidence must indicate that the carrying value of the investment is recoverable within a reasonable period. For other-than-temporary impairments, an impairment loss is recognized equal to the difference between the investment’s carrying value and its fair value. value and is recognized in Other Income, Net in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period the determination is made.
The Company has determined that these investments are not considered variable interest entities. The Company’s exposure related to these

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



entities is limited to its recorded investment. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to future fluctuations, which could be significant. Refer to Note 18 “Fair Value Measurements” for further discussion of the Company’s Cost and Equity Method Investments.
Debt Issuance Costs and Discounts – Debt issuance costs and discounts associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt. Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are classified within Other Assets and amortized to Interest Expense on a straight-line basis over the contractual term of the credit facility. Debt issuance costs and discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt and are amortized to Interest Expense using the effective interest method over the period from the date of issuance to the put option date (if applicable) or the maturity date, whichever is earlier. The amortization of debt issuance costs and discounts are included in Debt Related Charges Included in Interest Expense in the Consolidated Statements of Cash Flows. Upon prepayment of the related debt, the Company accelerates the recognition of an appropriate amount of the costs as refinancing or extinguishment of debt. Note 9 “Debt” contains additional information on the Company’s debt issuance costs and discounts.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes – The consolidated financial statements of the Company have been prepared using the asset and liability approach in accounting for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits, and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined, within each taxing jurisdiction, that it is more likely than not that the asset will not be realized.
The Company accounts for uncertain tax positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on 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, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. The Company recognizes interest expense related to uncertain tax positions as Provision (Benefit) for Income Taxes. Penalties, if incurred, are recognized as a component of Selling, General and Administrative Expenses (“SG&A”).
The Company and its subsidiaries file a consolidated U.S. federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates.
In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU requires entities that present a classified balance sheet to classify all deferred income taxes as noncurrent assets or noncurrent liabilities. Previous accounting principles required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. As permitted, during the fourth quarter of 2015, the Company elected to early adopt this ASU and has elected to prospectively apply its guidance. As a result, all deferred tax assets or liabilities shown in the Consolidated Balance Sheet as of January 1, 2016, are classified as noncurrent. Prior periods were not retrospectively adjusted for the adoption of this ASU. See Note 14 “Income Taxes” for additional information.
Convertible Subordinated Notes (“CSN”) – For convertible debt instruments that may be settled in cash upon conversion, the Company accounts for the liability and equity components of those instruments in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods.
Upon issuance, the Company determined the carrying amount of the liability component of CSN by measuring the fair value of a similar liability that does not have the associated conversion option. The carrying amount of the conversion option was then determined by deducting the fair value of the liability component from the initial proceeds received from the issuance of CSN. The carrying amount of the conversion option was recorded in Additional Paid-In Capital with an offset to Long-Term Debt and was amortized using the effective interest method over the period from the date of issuance to the maturity date. The amortization of discount related to the Company’s convertible debt instruments is included in Debt Related Amortization Included in Interest Expense in the Consolidated Statements of Cash Flows. See Note 9 “Debt” for additional information.
Derivative Financial Instruments – The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value. Changes in the fair value of derivative instruments are recorded in earnings unless hedge accounting criteria are met. The Company designated its interest rate swaps (See(Refer to Note 9 “Debt”) and foreign currency contracts (See(Refer to Note 15 “Commitments and Contingencies”) entered into as cash flow hedges. The effective portion of the changes in fair value of these cash flow hedges is recorded each period, net of tax, in Accumulated Other Comprehensive Income (Loss) until the related hedged transaction occurs. Any ineffective portion of the changes in fair value of these cash flow hedges is recorded in earnings. In the event the hedged cash flow for forecasted transactions does not occur, or it becomes probable that they will not occur, the Company reclassifies the amount of any gain or loss on the related cash flow hedge to income (expense) at that time. Cash flows related to these derivative financial instruments are included in cash flows from operating activities. The cash flows from the termination of interest rate swap agreements are reported as operating activities in the consolidated statements of cash flows.
Revenue Recognition – The Company recognizes revenue when it is realized or realizable and earned. This occurs when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable (including any price concessions under long-term agreements), the buyer is obligated to pay us (i.e., not contingent on a future event), the risk of loss is transferred, there is no obligation of future performance, collectability is reasonably assured and the amount of future returns can reasonably be estimated. With regards to the Company’s customers (including distributors), those criteria are met when title passes, generally at the point of shipment. Currently, the revenue recognition policy is the same for Greatbatch Medical, Lake Regionthe Company’s Medical and QiG.Non-Medical segments. In general, for customers with long-term contracts, we have negotiated fixed pricing arrangements. During new contract negotiations, price level decreases (concessions) for future

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



sales may be offered to customers in exchange for volume and/or long-term commitments. Once the new contracts are signed, these prices are fixed and determinable for all future sales. The Company includes shipping and handling fees billed to customers in Sales. Shipping and handling costs associated with inbound and outbound freight are recorded in Cost of Sales. Taxes collected from customers relating to product sales and remitted to governmental authorities are accounted for on a net basis. Accordingly, such taxes are excluded from Sales and Cost of Sales. In certain instances the Company obtains component parts from its customers that are included in the final product sold back to the same customer. These amounts are excluded from Sales and Cost of Sales recognized by the Company. The cost of these customer supplied component parts amounted to $35.8 million, $44.3 million $48.1 million and $45.3$48.1 million in fiscal years 2016, 2015 and 2014, and 2013, respectively.
Environmental Costs – Environmental expenditures that relate to an existing condition caused by past operations and that do not provide future benefits are expensed as incurred. Liabilities are recorded when environmental assessments are made, the requirement for remedial efforts is probable and the amount of the liability can be reasonably estimated. Liabilities are recorded generally no later than the completion of feasibility studies. The Company has an ongoing monitoring and identification process to assess how the activities, with respect to known exposures, are progressing against the recorded liabilities, as well as to identify other potential remediation sites that are presently unknown.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Restructuring The Company continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which may be pursuant to contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. All other exit costs are expensed as incurred. Refer to Note 13 “Other Operating Expenses, Net” for additional information.
Product Warranties – The Company allows customers to return defective or damaged products for credit, replacement, or exchange.repair. The Company warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company accrues its estimated exposure to warranty claims, through Cost of Sales, based upon recent historical experience and other specific information as it becomes available. Note 15 “Commitments and Contingencies” contains additional information on the Company’s product warranties.
Research, Development and Engineering Costs, Net (“RD&E”) – RD&E costs are expensed as incurred. The primary costs are salary and benefits for personnel, material costs used in development projects and subcontracting costs. Cost reimbursements for certain engineering services from customers for whom the Company designs products are recorded as an offset to engineering costs upon achieving development milestones specified in the contracts. These reimbursements do not cover the complete cost of the development projects. Additionally, the technology developed under these cost reimbursement projects is owned by the Company and is utilized for future products developed for other customers.
In-process research and development (“IPR&D”) represents research projects acquired in a business combination which are expected to generate cash flows but have not yet reached technological feasibility. The primary basis for determining the technological feasibility of these projects is whether or not regulatory approval has been obtained. The Company classifies IPR&D acquired in a business combination as an indefinite-lived intangible asset until the completion or abandonment of the associated projects. Upon completion, the Company determines the useful life of the IPR&D and begins amortizing the assets to reflect their use over their remaining lives. Upon permanent abandonment, the remaining carrying amount of the associated IPR&D is written-off. The Company tests the IPR&D acquired for impairment at least annually, and more frequently if events or changes in circumstances indicate that the assets may be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with their carrying amount. If the carrying amount exceeds its fair value, the Company would record an impairment loss in an amount equal to the excess.
Note 12 “Research, Development and Engineering Costs, Net” contains additional information on the Company’s RD&E activities.
Stock-Based Compensation The Company recordsrecognizes stock-based compensation costsexpense for its related to stock-based awards granted to employees based upon their estimatedcompensation plans, which include stock options, restricted stock units and restricted stock awards. The fair value onof the stock-based compensation is determined at the grant date. Compensation cost for service-based awards is recognized ratably over the applicable vesting period. Compensation cost for nonmarket-based performance awards is reassessed each period and recognized based upon the probability that the performance targets will be achieved. Compensation cost for market-based performance awards is expensed ratably over the applicable vesting period and is recognized each period whether the performance metrics are achieved or not.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected to vest. The Company utilizesestimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest, excluding market and nonmarket performance award considerations.
All stock option awards granted under the Company’s compensation plans have an exercise price equal to the closing stock price on the date of grant, a ten-year contractual life and generally, vest annually over a three-year vesting term. The Company uses the Black-Scholes standard option pricing model (“Black-Scholes model”) to estimatedetermine the fair value of stock options granted.options. In addition to the closing stock price on the date of grant, the determination of the fair value of the awards using the Black-Scholes model is also affected by other assumptions, including projected employee stock option exercise behaviors, risk-free interest rates, expected volatility of the Company's stock price in future periods and expected dividend yield, discussed in further detail:
Expected Term - The Company analyzes historical employee exercise and termination data to estimate the expected term assumption.
Risk-free Interest Rate - The rate is based on the U.S. Treasury yield curve in effect on the grant date for a maturity equal to or approximating the expected term of the options.
Expected Volatility - The Company calculates expected volatility using historical volatility based on the daily closing prices of the Company's common stock over a period equal to the expected term of the option.
Dividend Yield - The Company's dividend yield assumption is based on the Company’s history and the expected annual dividend yield on the grant date.
Restricted stock unit awards granted under the Company’s plans typically vest in equal annual installments over a three or four year period. Restricted stock awards are typically issued to members of the Company’s Board of Directors as a portion of their annual retainer and vest quarterly over a one-year vesting term. For service-based and nonmarket-based performance restricted stock and restricted stock unit awards, the fair market value of the award is determined based upon the closing value of the Company’s stock price on the grant date. For market-based performance restricted stock unit awards, the fair market value of the award is determined utilizing a Monte Carlo simulation model, which projects the value of the Company’s stock under numerous scenarios and determines the value of the award based upon the present value of those projected outcomes.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company records deferred tax assets for awards that result in deductions on the Company's income tax returns, based on the amount of stock-based compensation expense recognized is basedand the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the portionincome tax return are recorded in additional paid-in capital (if the tax deduction exceeds the deferred tax asset) or in the Consolidated Statements of Operations and Comprehensive Income (Loss) (if the awards that are ultimately expected to vest. The Company estimates pre-vesting forfeitures atdeferred tax asset exceeds the time of grant by analyzing historical datatax deduction and revises those estimates in subsequent periods if actual forfeitures differno additional paid-in capital exists from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest, excluding market and nonmarket performance award considerations.previous awards). Note 11 “Stock-Based Compensation” contains additional information on the Company’s stock-based compensation.
Foreign Currency Translation and Remeasurement – The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of this translation is recorded in the consolidated financial statements as Accumulated Other Comprehensive Income.Income (Loss). Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company’s foreign subsidiaries.
The Company has foreign operations in Ireland, Germany, France, Switzerland, Mexico, Uruguay, and Malaysia, which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in Euros, Swiss francs, Mexican pesos, Uruguayan pesos, and Malaysian ringgits. To the extent that monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of the subsidiary, these amounts are remeasured each period at the period-end exchange rate, with the resulting gain or loss being recorded in Other Income, Net in the Consolidated Statements of Operations and Comprehensive Income (Loss). Net foreign currency transaction gains and losses are included in Other (Income) Expense,Income, Net and amounted to a gain of$4.9 million for 2016, and $1.3 million for 2015 a gain of $1.3 million forand 2014 and a lossprimarily related to the remeasurement of $0.1 million for 2013.intercompany loans and the strengthening of the U.S. dollar relative to the Euro.
Defined Benefit Plans – The Company recognizes in its balance sheet as an asset or liability the overfunded or underfunded status of its defined benefit plans provided to its employees located in Mexico, Switzerland, France and Germany. This asset or liability is measured as the difference between the fair value of plan assets, if any, and the benefit obligation of those plans. For these plans, the benefit obligation is the projected benefit obligation, which is calculated based on actuarial computations of current and future benefits for employees. Actuarial gains or losses and prior service costs or credits that arise during the period, but are not included as components of net periodic benefit expense, are recognized as a component of Accumulated Other Comprehensive Income.Income (Loss). Defined benefit expenses are charged to Cost of Sales, SG&A and RD&E expenses as applicable. Note 10 “Benefit Plans” contains additional information on these costs.
Earnings (Loss) Per Share (“EPS”) – Basic EPS is calculated by dividing Net Income (Loss) by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding for potential common shares if dilutive to the EPS calculation and consist of stock options, unvested restricted stock and restricted stock units and, if applicable, contingently convertible instruments such as convertible debt. Note 16 “Earnings (Loss) Per Share” contains additional information on the computation of the Company’s EPS. 
Comprehensive Income (Loss) – The Company’s comprehensive income (loss) as reported in the Consolidated Statements of Operations and Comprehensive Income (Loss) includes net income (loss), foreign currency translation adjustments, the net change in cash flow hedges, and defined benefit plan liability adjustments. The Consolidated Statements of Operations and Comprehensive Income (Loss) and Note 17 “Accumulated Other Comprehensive Income”Income (Loss)” contains additional information on the computation of the Company’s comprehensive income (loss).
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates.
ReclassificationsCertain prior period amounts have been reclassified to conform to current year presentation. Refer to Note 19, “Business Segment, Geographic and Concentration Risk Information,” for a description of the changes made to the Company’s prior period product line sales classification to reflect the current year presentation. Additionally, during the current year the Company disclosed the Proceeds from Sale of Property, Plant and Equipment and Inventory Step-up amortization separately in the Consolidated Statements of Cash Flows as these amounts were more material for disclosure in the current year.
Recently IssuedRecent Accounting Pronouncements Not Yet Adopted– In the normal course of business, management evaluates all new accounting pronouncements issued by the FASB, SEC, Emerging Issues Task ForceFinancial Accounting Standards Board (“EITF”FASB”), Securities and Exchange Commission (“SEC”), or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Based upon this review, except as noted below, management does not expect any of the recently

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements.






INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Adopted
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires the Company to assess their ability to continue as a going concern each interim and annual reporting period. Certain disclosures are required if there is substantial doubt about the Company’s ability to continue as a going concern, including management’s plan to alleviate any such substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The Company adopted this ASU in the fourth quarter of 2016, which did not impact the Consolidated Financial Statements or the disclosures therein.
Not Yet Adopted
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test. A goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company adopted the new guidance on a prospective basis during the first quarter of 2017. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which outlines new minimum requirements for a set of assets to be considered a business. The intent of this ASU is to sharpen the distinction between the purchase or disposal of a business versus the purchase or disposal of assets. ASU 2017-01 is effective for the Company in the first quarter of 2018, with early adoption permitted, and prospective application required. The Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory,” which requires entities to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfers occur. This ASU is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of this ASU will have on its Consolidated Financial Statements.
In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments: A Consensus of the FASB Emerging Issues Task Force.” ASU 2016-15 makes targeted changes to how cash receipts and cash payments are presented in the statement of cash flows. The areas specifically addressed include debt prepayment and debt extinguishment costs, the settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, cash premiums paid for and proceeds from corporate-owned life insurance policies, distributions received from equity method investees and cash receipts from payments on transferor’s beneficial interest on securitized trade receivables. Additionally, the amendment states that, in the absence of other prevailing guidance, cash receipts and payments that have characteristics of more than one class of cash flows should have each separately identifiable source or use of cash presented within the most predominant class of cash flows based on the nature of the underlying cash flows. These amendments are effective for the Company in annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating this ASU, but does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which amends the guidance on reporting credit losses for assets held at amortized cost and available-for-sale debt securities. For assets held at amortized cost, the ASU eliminates the probable initial recognition threshold and requires an entity to reflect a current estimate of all expected credit losses, such that the net amount expected to be collected is presented. For available-for-sale debt securities, the ASU requires credit losses to be presented as an allowance versus a write-down. These amendments are effective for the Company in annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted in annual and interim reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1.)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.”  ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The standard requires an entity to recognize all excess tax benefits and tax deficiencies as income tax benefit or expense in the income statement as discrete items in the reporting period in which they occur, and such tax benefits and tax deficiencies are not included in the estimate of an entity’s annual effective tax rate, applied on a prospective basis. Further, the standard eliminates the requirement to defer the recognition of excess tax benefits until the benefit is realized through a reduction to taxes payable. All excess tax benefits previously unrecognized, along with any valuation allowance, should be recognized on a modified retrospective basis as a cumulative adjustment to retained earnings as of the date of adoption. Under ASU 2016-09, an entity that applies the treasury stock method in calculating diluted earnings per share is required to exclude excess tax benefits and deficiencies from the calculation of assumed proceeds since such amounts are recognized in the income statement. Excess tax benefits should also be classified as operating activities in the same manner as other cash flows related to income taxes on the statement of cash flows, as such excess tax benefits no longer represent financing activities since they are recognized in the income statement, and should be applied prospectively or retrospectively to all periods presented. The Company intends to adopt this guidance in the first quarter of fiscal year 2017. The new standard will result in the recognition of excess tax benefits in the Provision (Benefit) for Income Taxes rather than Additional Paid-In Capital, prospectively, which is expected to increase volatility in the Company’s results of operations. The Company intends to apply the presentation requirements for cash flows related to excess tax benefits on a prospective basis. ASU 2016-09 also allows an entity to elect as an accounting policy either to continue to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures for service based awards as they occur. An entity that elects to account for forfeitures as they occur should apply the accounting change on a modified retrospective basis as a cumulative effect adjustment to retained earnings as of the date of adoption. The Company intends to account for forfeitures as they occur. The adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires companies to recognize all leases as assetsa lease liability that represents the discounted obligation to make future minimum lease payments, and liabilitiesa corresponding right-of-use asset on the consolidated balance sheet.sheet for most leases. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.years, and are required to be applied on a modified retrospective basis. Earlier application is permitted. The Company expects the adoption of ASU 2016-02 will result in a material increase in the assets and liabilities on its Consolidated Balance Sheets. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.Statements of Operations and Other Comprehensive Income (Loss).
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requires entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new ASU is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simpl(1.)ifying the Accounting for Measurement-Period Adjustments,” which amends the guidance for measurement-period adjustments related to business combinations. The amended ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined. The acquirer will be required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date and disclose what the amounts in the previous periods would have been if those changes were made as of the acquisition date. This ASU is effective for adjustments to provisional amounts that occur in annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company is currently assessing the impact of adopting this ASU on its Consolidated Financial Statements.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company intends to adopt this guidance in the first quarter of fiscal year 2017 on a prospective basis and is currently assessing the impact of adopting this ASU on its Consolidated Financial Statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The core principle behind ASU No. 2014-09 is that an entity should recognize revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering goods and services. This model involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when the entity satisfies the performance obligations. This ASU allows two methods of adoption; (1) a full retrospective approach where historical financial information is presented in accordance with the new standard, and (2) a modified retrospective approach where this ASU is applied to the most current period presented in the financial statements. Additionally, the guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. In August 2015, the FASB issued ASU No 2015-14 “Revenue from Contracts with Customers: Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March, April and May of 2016, respectively, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations, ASU 2016-10, which clarifies the implementation guidance on identifying performance obligations and licensing and ASU 2016-12, which provides improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition, a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. These amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company plans to adopt the requirements of these standards in the first quarter of fiscal year 2018 on a modified retrospective basis. The Company is currently assessingevaluating the financialrequirements of these new standards and has not yet determined the impact of adopting ASU 2014-09 and the methods of adoption; however, given the scope of the new standard, the Company is currently unable to provide a reasonable estimate regarding the financial impact or whichadoption on its Consolidated Financial Statements. The method of adoption will be elected.is subject to change as the Company progresses through its assessment.
(2.)    DIVESTITURE AND ACQUISITIONS
Spin-off of Nuvectra Corporation
On March 14, 2016, Integer completed the spin-off of a portion of its former QiG segment through a tax-free distribution of all of the shares of its QiG Group, LLC subsidiary to the stockholders of Integer on a pro rata basis. Immediately prior to completion of the Spin-off, QiG Group, LLC was converted into a corporation organized under the laws of Delaware and changed its name to Nuvectra Corporation (“Nuvectra”). On March 14, 2016, each of the Company’s stockholders of record as of the close of business on March 7, 2016 (the “Record Date”) received one share of Nuvectra common stock for every three shares of Integer common stock held as of the Record Date. Upon completion of the Spin-off, Nuvectra became an independent publicly traded company whose common stock is listed on the NASDAQ stock exchange under the symbol “NVTR.”
The portion of the former QiG segment spun-off consisted of QiG Group, LLC and its subsidiaries: (i) Algostim, LLC (“Algostim”), (ii) PelviStim LLC (“PelviStim”), and (iii) the Company’s NeuroNexus Technologies (“NeuroNexus”) subsidiary. The operations of Centro de Construcción de Cardioestimuladores del Uruguay (“CCC”) and certain other existing QiG research and development capabilities were retained by the Company and not included as part of the Spin-off. As the Company continues to focus on the design and development of complete medical device systems and components, and more specifically on medical device systems and components in the neuromodulation market, the Spin-off was not considered a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the Spin-off is not presented as a discontinued operation in the Company’s Consolidated Financial Statements. The results of Nuvectra are included in the Consolidated Statements of Operations and Comprehensive Income (Loss) through the date of the Spin-off.

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(2.)DIVESTITURE AND ACQUISITIONS (Continued)

In April 2014,connection with the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and DisclosuresSpin-off, during the first quarter of Disposals of Components of an Entity,” which amends the definition of a discontinued operation and requires entities to provide additional disclosures about disposal transactions that do not meet the discontinued operations criteria. The revised ASU changes how entities identify and disclose information about disposal transactions under U.S. GAAP. This ASU is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December 15, 2014. This ASU is applicable for disposal transactions, if any, that2016, the Company enters into after January 2, 2015. This ASU did not materially impactmade a cash capital contribution of $75 million to Nuvectra and divested the Company’s Consolidated Financial Statements.following assets and liabilities (in thousands):
2.ACQUISITIONS
Assets divested 
  Cash and cash equivalents$76,256
  Other current assets977
  Property, plant and equipment, net4,407
  Amortizing intangible assets, net1,931
  Goodwill40,830
  Deferred income taxes6,446
Total assets divested130,847
Liabilities transferred 
     Current liabilities2,119
Net assets divested$128,728
For fiscal year 2016, Nuvectra contributed a pre-tax loss of $5.2 million to the Company’s results of operations. Nuvectra contributed a pre-tax loss of $24.4 million and $21.4 million to the Company’s results of operations for the fiscal years ended January 1, 2016 and January 2, 2015, respectively.
In connection with the Spin-off, on March 14, 2016, Integer entered into several agreements with Nuvectra that govern its post Spin-off relationship with Nuvectra, including a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement and Transition Services Agreement. These agreements contain customary mutual indemnification provisions. Amounts earned by Integer under the Transition Services Agreement were immaterial for the year ended December 30, 2016. Accounts Receivable, Net within the Consolidated Balance Sheet at December 30, 2016 includes $9.9 million due from Nuvectra for payments made by the Company on Nuvectra’s behalf.
Acquisition of Lake Region Medical Holdings, Inc.
On October 27, 2015, the Company acquired all of the outstanding common stock of Lake Region Medical Holdings, Inc. for a total purchase price including debt assumed of approximately $1.77 billion. Lake Region Medical specializes in the design, development, and manufacturing of products across the medical component and device spectrum primarily serving the cardio, vascular and advanced surgical markets.
Fair Value of Consideration Transferred
The aggregate consideration paid by the Company to the stockholders of Lake Region Medical consisted of the following (in thousands):
Cash consideration paid to Lake Region Medical stockholders and equity award holders $478,490
Fair value of shares of Greatbatch common stock issued to Lake Region Medical stockholders 245,368
Fair value of replacement stock options attributable to pre-acquisition service 4,508
Total purchase consideration $728,366
Cash$478,490
Fair value of Integer common stock245,368
Replacement stock options attributable to pre-acquisition service4,508
Total purchase consideration$728,366
The fair value of the GreatbatchInteger common stock issued as part of the consideration was determined based upon the closing stock price of Greatbatch’sInteger’s shares as of the acquisition date. The fair value of the GreatbatchInteger stock options issued as part of the consideration was determined utilizing a Black-Scholes option pricing model as of the acquisition date. ConcurrentlyConcurrent with the closing of the acquisition, the Company repaid all of the outstanding debt of Lake Region Medical of approximately $1.0 billion. The cash portion of the purchase price and the repayment of Lake Region Medical’s debt was primarily funded through a new senior secured credit facility and the issuance of senior notes. SeeRefer to Note 9 “Debt” for additional information regarding the Company’s debt. The Company believes that the combination

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2.)DIVESTITURE AND ACQUISITIONS (Continued)
Fair Value of GreatbatchAssets Acquired and Lake Region Medical brings together two highly complementary organizations that can provide a new level of industry leading capabilities and services to original equipment manufacturer customers while building value for shareholders. Through this acquisition, the Company believes that it will be at the forefront of innovating technologies and products that help change the face of healthcare, providing its customers with a distinct advantage as they bring complete systems and solutions to market. In turn, Greatbatch’s customers will be able to accelerate patient access to life enhancing therapies. The transaction is consistent with Greatbatch's strategy of achieving profitable growth and continuous improvement to drive margin expansion.
The operating results of Lake Region Medical have been included in the Company’s Lake Region Medical segment from the date of acquisition. For 2015, Lake Region Medical added $138.6 million to the Company’s revenue and increased the Company’s net loss by approximately $17.4 million.Liabilities Assumed
This transaction was accounted for under the acquisition method of accounting. Accordingly, the cost of the acquisition was allocated to the Lake Region Medical assets acquired and liabilities assumed based on their fair values as of the closing date of the acquisition, with the amount exceeding the fair value of the net assets acquired recorded as goodwill. The value assigned to certain assets and liabilities are preliminary and are subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed become available.was finalized during the third quarter of fiscal year 2016. Measurement-period adjustments made during 2016 were an increase to current liabilities of $1.5 million, and reductions to goodwill of $1.1 million and deferred tax liabilities of $2.6 million These adjustments did not impact the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The final allocation may include changes to themeasurement period for this acquisition date fair value of intangible assets, goodwill, deferred taxes, as well as operating assetsis closed and liabilities, some of which may result in material adjustments.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following table summarizes the preliminary allocation of Lake Region Medicalno further purchase price toadjustments will be made.
The fair values of the assets acquired and liabilities assumed are as follows (in thousands):
Assets acquired  
Current assets$269,815
$269,815
Property, plant and equipment216,473
216,473
Amortizing intangible assets849,000
849,000
Indefinite-lived intangible assets70,000
70,000
Goodwill661,788
660,670
Other non-current assets1,629
1,629
Total assets acquired2,068,705
2,067,587
Liabilities assumed  
Current liabilities102,485
103,986
Debt assumed1,044,675
1,044,675
Other long-term liabilities193,179
190,560
Total liabilities assumed1,340,339
1,339,221
Net assets acquired$728,366
$728,366
The preliminary fair values ofgoodwill acquired in connection with the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations.
The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, technology life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions.
Current Assets and Liabilities – The fair value of current assets and liabilities, excluding inventory, was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.
The fair value of in-process and finished goods inventory acquired was estimated by applying a version of the market approach called the comparable sales method. This approach estimates the fair value of the assets by calculating the potential revenue generated from selling the inventory and subtracting from it the costs related to the completion and sale of that inventory and a reasonable profit allowance. Based upon this methodology, the Company recorded the inventory acquired at fair value resulting in an increase in inventory of $23.0 million.
Property, Plant and Equipment – The fair value of PP&E acquired was estimated by applying the cost approach for personal property, buildings and building improvements and the market approach for land. The cost approach was applied by developing a replacement cost and adjusting for depreciation and obsolescence. The value of the land acquired was derived from market prices for comparable properties.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Intangible Assets – The purchase price was allocated to intangible assets as follows (dollars in thousands):
Amortizing Intangible Assets Fair Value Assigned Weighted Average Amortization Period (Years) Estimated Useful Life (Years) Weighted Average Discount Rate
Technology $160,000
 7 19 11.5%
Customer lists 689,000
 14 29 11.5%
  $849,000
 13 27 11.5%
Indefinite-lived Intangible Assets        
Trademarks and tradenames $70,000
 N/A N/A 11.5%
The weighted average amortization periodthe Medical segment and is less than the estimated useful life, as the Company is using an accelerated amortization method, which approximates the distribution of cash flows used to fair value those intangible assets.
Technology – Technology consists of technical processes, patented and unpatented technology, manufacturing know-how, trade secrets and the understanding with respect to products or processes that have been developed by Lake Region Medical and that will be leveraged in current and future products. The fair value of technology acquired was determined utilizing the relief from royalty method, a form of the income approach, with a royalty rate that ranged from 0.5% to 7%. The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before they will be replaced by new technologies.
Customer Lists – Customer lists represent the estimated fair value of non-contractual customer relationships Lake Region Medical has as of the acquisition date. The primary customers of Lake Region Medical include large original equipment manufacturers in various geographic locations around the world. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to paynot deductible for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. The estimated useful life of the existing customer base was based upon the historical customer annual attrition rate of 5%, as well as management’s understanding of the industry and product life cycles.
Trademarks and Tradenames – Trademarks and tradenames represent the estimated fair value of Lake Region Medical’s corporate and product names. These tradenames were valued separately from goodwill at the amount that an independent third party would be willing to pay for use of these names. The fair value of the trademarks and tradenames was determined by utilizing the relief from royalty method, a form of the income approach, with a royalty rate that ranged from 0.25% to 1%. Trademarks and tradenames were assumed to have an indefinite useful life based upon the significant value the Lake Region Medical name has with OEMs in the medical component and device industries, their long history of being an industry leader and producing quality and innovative components, and given managements current intention of using this tradename indefinitely, which was assumed to be consistent with what a reasonable market participant would also assume.
Goodwill – The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill.tax purposes. Various factors contributed to the establishment of goodwill, including the value of Lake Region Medical’s highly trained assembled work force and management team, the incremental value resulting from Lake Region Medical’s industry leading capabilities and services to OEMs, enhanced synergies, and the expected revenue growth over time that is attributable to increased market penetration from future products and customers. The goodwill acquired inIn connection with the acquisition, the Company recognized a $70 million trademarks and tradenames indefinite-lived intangible asset, $160 million of purchased technology definite-lived intangible assets that have an estimated weighted average amortization period of 7 years and $689 million of customer lists definite-lived intangible assets that have an estimated weighted average amortization period of 14 years. In connection with the acquisition, the Company also recorded the inventory acquired at fair value resulting in an increase in inventory of$23.0 million. This step-up in the fair value of inventory was allocatedamortized as the inventory to which the step-up relates was sold and was fully amortized as of January 1, 2016.
The operating results of Lake Region Medical segmenthave been included in the Company’s consolidated results since the date of acquisition. For the fiscal year ended December 30, 2016, Lake Region Medical had $802.4 million of revenue and is not deductible for tax purposes.$32.8 million of net income. For the fiscal year ended January 1, 2016, Lake Region Medical had $138.6 million of revenue and a net loss of $17.4 million.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2.)DIVESTITURE AND ACQUISITIONS (Continued)
Long-term Debt – The fair valueAcquisition of long-term debt was assumed to be equal to what was paid by Greatbatch at the time of closing in order to retire the debt, including prepayment penalties and fees.
Centro de Construcción de Cardioestimuladores del Uruguay
On August 12, 2014, the Company purchased all of the outstanding common stock of Centro de Construcción de Cardioestimuladores del Uruguay, headquartered in Montevideo, Uruguay. CCC is an active implantable neuromodulation medical device systems developer and manufacturer that produces a range of medical devices including implantable pulse generators, programmer systems, battery chargers, patient wands and leads. This acquisition allows the Company to more broadly partner with medical device companies, complements the Company’s core discrete technology offerings and enhances the Company’s medical device innovation efforts.

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GREATBATCH, INC.Fair Value of Assets Acquired and Liabilities Assumed
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



This transaction was accounted for under the acquisition method of accounting. Accordingly, the operating results of CCC have been included in the Company’s QiG segment from the date of acquisition. For 2014, CCC added approximately $5.8 million to the Company’s revenue and increased the Company’s net income by $1.2 million. The aggregate purchase price of $19.8 million was funded with cash on hand.
The cost of the acquisition was allocated to the assets acquired and liabilities assumed from CCC based on their fair values as of the closing date of the acquisition, with the amount exceeding the fair value of the net assets acquired recorded as goodwill. The valuation of the assets acquired and liabilities assumed from CCC was finalized during 2015 and did not result in a material adjustment to the original valuation of net assets acquired, including goodwill and therefore was not reflected as a retrospective adjustment to the historical financial statements.
The following table summarizes the allocation of the CCC purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Assets acquired 
Current assets$10,670
Property, plant and equipment1,131
Amortizing intangible assets6,100
Goodwill8,296
Total assets acquired26,197
Liabilities assumed 
Current liabilities4,842
Deferred income taxes1,590
Total liabilities assumed6,432
Net assets acquired$19,765
The fair values of the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations.
Current Assets and Liabilities – The fair value of current assets and liabilities excluding inventory, was assumed to approximate their carrying valueare as of the acquisition date due to the short-term nature of these assets and liabilities.follows (in thousands):
Assets acquired 
Current assets$10,670
Property, plant and equipment1,131
Amortizing intangible assets6,100
Goodwill8,296
Total assets acquired26,197
Liabilities assumed 
Current liabilities4,842
Deferred income taxes1,590
Total liabilities assumed6,432
Net assets acquired$19,765
The fair value of in-process and finished goods inventorygoodwill acquired was estimated by applying a version ofin connection with the market approach called the comparable sales method. This approach estimates the fair value of the assets by calculating the potential revenue generated from selling the inventory and subtracting from it the costs related to the completion and sale of that inventory and a reasonable profit allowance. Based upon this methodology, the Company recorded the inventory acquired at fair value resulting in an increase in inventory of $0.3 million.
Intangible Assets – The purchase priceCCC acquisition was allocated to intangible assets as follows (dollars in thousands):
Amortizing Intangible Assets 
Fair
Value
Assigned
 
Weighted
Average
Amortization
Period (Years)
 
Weighted
Average
Discount
Rate
       
Technology $1,400
 10 18%
Customer lists 4,600
 10 18%
Trademarks and tradenames 100
 2 18%
  $6,100
 10 18%
Technology – Technology consists of technical processes, unpatented technology, manufacturing know-how, trade secretsthe Medical segment and the understanding with respect to products or processes that have been developed by CCC and that will be leveraged in current and future products. The fair value of technology acquired was determined utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 3%. The weighted average amortization period of the technology is based upon management’s estimate of the product life cycle associated with technology before they will be replaced by new technologies.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Customer Lists – Customer lists represent the estimated fair value of non-contractual customer relationships CCC has as of the acquisition date. The primary customers of CCC include medical device companies in various geographic locations around the world. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to paynot deductible for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. The weighted average amortization period of the existing customer base was based upon the historical customer annual attrition rate of 15%, as well as management’s understanding of the industry and product life cycles.
Trademarks and Tradenames – Trademarks and tradenames represent the estimated fair value of corporate and product names acquired from CCC. These tradenames were valued separately from goodwill at the amount that an independent third party would be willing to pay for use of these names. The fair value of the trademarks and tradenames was determined by utilizing the relief from royalty method, a form of the income approach, with a 0.5% royalty rate.
Goodwill – The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill.tax purposes. Various factors contributed to the establishment of goodwill, including: the value of CCC’s highly trained assembled work force and management team; the incremental value that CCC’s technology will bring to QiG’sthe Company’s medical devices; and the expected revenue growth over time that is attributable to increased market penetration from future products and customers. The goodwill acquired inIn connection with the acquisition, the Company recognized definite-lived intangible assets of $0.1 million for trademarks and tradenames, $1.4 million for purchased technology and $4.6 million for customer lists, which had estimated weighted average amortization periods of 2, 10 and 10 years, respectively.
The operating results of CCC acquisitionhave been included in the Company’s consolidated results since the date of acquisition. For the fiscal year ended January 2, 2015, CCC had $5.8 million of revenue and net income of $1.2 million. The aggregate purchase price of $19.8 million was allocated to the QiG business segment and is not deductible for tax purposes.funded with cash on hand.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2.)DIVESTITURE AND ACQUISITIONS (Continued)
Unaudited Pro Forma Results (Unaudited)Financial Information
The following unaudited pro forma information presentssummarizes the consolidated results of operations of the Company, Lake Region Medical, and CCC for fiscal years 2015 and 2014 as if those acquisitions occurred as of the beginning of fiscal years 2014 (Lake Region Medical) and 2013 (CCC) (in thousands, except per share amounts): 
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2015 2014
Sales$1,445,689
 $1,441,782
 $677,657
$1,445,689
 $1,441,782
Net income (loss)2,405
 (25,865) 37,612
2,405
 (25,865)
Earnings (loss) per share:        
Basic$0.08
 $(0.87) $1.57
$0.08
 $(0.87)
Diluted$0.08
 $(0.87) $1.49
$0.08
 $(0.87)
The unaudited pro forma information presents the combined operating results of Greatbatch,Integer, Lake Region Medical, and CCC, with the results prior to the acquisition date adjusted to include the pro forma impact of the amortization of acquired intangible assets, the adjustment to interest expense reflecting the amount borrowed in connection with the acquisitions at Greatbatch’sInteger’s interest rate, and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate. Fiscal year 2015 pro forma earnings were adjusted to exclude $32.3 million of acquisition-related costs (change-in-control payments, investment banking fees, professional fees), $9.5 million of debt related charges (commitment fees, swap termination fees, debt extinguishment fees) and $23.0 million of nonrecurring amortization expense related to the fair value step-up of inventory incurred in 2015 as a result of the acquisition of Lake Region Medical. Fiscal year 2014 supplemental pro forma earnings were adjusted to include these charges. The unaudited pro forma consolidated basic and diluted earnings (loss) per share calculations are based on the consolidated basic and diluted weighted average shares of Greatbatch.Integer. The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain costsCosts savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These pro forma results do not purport to be indicative of the results that would have been obtained by the combined company, or to be a projection of results that may be obtained in the future.future by the combined company.

(3.)SUPPLEMENTAL CASH FLOW INFORMATION
The following represents supplemental cash flow information (in thousands) for fiscal years 2016, 2015 and 2014:
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 2016 2015 2014
Noncash investing and financing activities:     
Common stock contributed to 401(k) Plan$
 $3,920
 $4,341
Property, plant and equipment purchases included in accounts payable3,499
 7,401
 2,926
Common stock issued in connection with Lake Region Medical acquisition
 245,368
 
Replacement stock options issued in connection with Lake Region Medical acquisition
 4,508
 
Purchase of non-controlling interests in subsidiaries included in accrued expenses
 6,818
 
Cash paid during the year for:     
Interest106,475
 13,057
 3,521
Income taxes7,263
 6,312
 13,565
Acquisition of noncash assets
 2,013,604
 22,434
Liabilities assumed
 1,340,339
 6,432

GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3.SUPPLEMENTAL CASH FLOW INFORMATION

 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
(in thousands)     
Noncash investing and financing activities:     
Common stock contributed to 401(k) Plan$3,920
 $4,341
 $2,477
Property, plant and equipment purchases included in accounts payable7,401
 2,926
 2,103
Common stock issued in connection with Lake Region Medical acquisition245,368
 
 
Replacement stock options issued in connection with Lake Region Medical acquisition4,508
 
 
Purchase of non-controlling interests in subsidiaries included in accrued expenses6,818
 
 
Cash paid during the year for:     
Interest13,057
 3,521
 4,989
Income taxes6,312
 13,565
 44,165
Acquisition of noncash assets2,013,604
 22,434
 
Liabilities assumed1,340,339
 6,432
 
4.INVENTORIES
(4.)INVENTORIES
Inventories are comprised of the following (in thousands):
At
January 1,
2016
 January 2,
2015
December 30,
2016
 January 1,
2016
Raw materials$107,296
 $73,354
$100,738
 $107,296
Work-in-process93,729
 38,930
89,224
 93,729
Finished goods51,141
 16,958
35,189
 51,141
Total$252,166
 $129,242
$225,151
 $252,166
5.ASSETS HELD FOR SALE
(5.)ASSETS HELD FOR SALE
Assets held for sale included in Prepaid Expenses and Other Current Assets, is comprised of the following (in thousands):
   At
Asset 
Business
Segment
 January 1,
2016
 January 2,
2015
 Business Segment December 30,
2016
 January 1,
2016
Building and building improvements Greatbatch Medical $996
 $1,635
 Medical $794
 $996
During 2014, the Company transferred $2.1 million of assets relating to the Company’s Orvin, Switzerland property to assets held for salesale. During 2016 and 2014 the Company recognized a $0.4 million impairment charge that wascharges, recorded in Other Operating Expenses, Net.Net, of $0.2 million and $0.4 million, respectively, related to its assets held for sale. During 2015, the Company sold $0.6 million of these assets held for sale with no additional gain or loss recognized. Refer to Note 13 “Other Operating Expenses, Net” for additional information regarding this transaction and Note 18 “Fair Value Measurements” for information regarding the fair value of the assets.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6.PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment are(6.)PROPERTY, PLANT AND EQUIPMENT, NET
PP&E is comprised of the following (in thousands):
At
January 1,
2016
 January 2,
2015
December 30, 2016 January 1,
2016
Manufacturing machinery and equipment$285,068
 $167,173
$332,886
 $285,068
Buildings and building improvements130,184
 89,258
132,277
 130,184
Information technology hardware and software43,947
 31,725
52,467
 43,947
Leasehold improvements36,745
 31,170
59,292
 36,745
Furniture and fixtures16,243
 14,045
18,989
 16,243
Land and land improvements21,774
 10,816
20,046
 21,774
Construction work in process76,835
 14,129
32,252
 76,835
Other852
 629
1,062
 852
611,648
 358,945
649,271
 611,648
Accumulated depreciation(232,156) (214,020)(277,229) (232,156)
Total$379,492
 $144,925
$372,042
 $379,492
Depreciation expense for property, plant and equipment was as follows for fiscal years 2016, 2015 and 2014 (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Depreciation expense$27,136
 $23,320
 $22,799
 2016 2015 2014
Depreciation expense$52,662
 $27,136
 $23,320
Construction work in process at January 1,December 30, 2016 and January 2, 20151, 2016 includes asset purchases related to the Company’s 2014 investment in capacity and capabilities initiatives. Additionally, construction work in process also relates to routine purchases of machinery, equipment, and information technology assets to support normal recurring operations. Refer to Note 13 “Other Operating Expenses, Net” for a description of the Company’s significant capital investment projects.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7.INTANGIBLE ASSETS

(7.)     INTANGIBLE ASSETS
Amortizing intangible assets, net are comprised of the following (in thousands):
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Foreign
Currency
Translation
 
Net
Carrying
Amount
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Foreign
Currency
Translation
 
Net
Carrying
Amount
At January 1, 2016       
December 30, 2016       
Purchased technology and patents$255,776
 $(83,708) 1,444
 $173,512
$256,719
 $(100,719) $333
 $156,333
Customer lists761,857
 (40,815) (986) 720,056
759,987
 (60,474) (6,269) 693,244
Other4,534
 (4,946) 821
 409
4,534
 (5,142) 803
 195
Total amortizing intangible assets$1,022,167
 $(129,469) $1,279
 $893,977
$1,021,240
 $(166,335) $(5,133) $849,772
At January 2, 2015       
       
January 1, 2016       
Purchased technology and patents$95,776
 $(75,894) $1,966
 $21,848
$255,776
 $(83,708) $1,444
 $173,512
Customer lists72,857
 (31,460) 1,374
 42,771
761,857
 (40,815) (986) 720,056
Other4,534
 (4,619) 803
 718
4,534
 (4,946) 821
 409
Total amortizing intangible assets$173,167
 $(111,973) $4,143
 $65,337
$1,022,167
 $(129,469) $1,279
 $893,977

- 84 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Aggregate intangible asset amortization expense is comprised of the following for fiscal years 2016, 2015 and 2014 (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Cost of sales$7,403
 $6,201
 $6,822
$16,769
 $7,403
 $6,201
SG&A9,681
 7,009
 5,800
20,581
 9,681
 7,009
RD&E412
 667
 545
512
 412
 667
Total intangible asset amortization expense$17,496
 $13,877
 $13,167
$37,862
 $17,496
 $13,877

Estimated future intangible asset amortization expense based upon the current carrying value is as follows (in thousands):
 
Estimated
Amortization
Expense
2016$37,854
201743,991
201844,894
201944,960
202045,467
Thereafter676,811
Total estimated amortization expense$893,977
The change in indefinite-lived intangible assets during 2015of December 30, 2016 is as follows (in thousands):
 
Trademarks
and
Tradenames
At January 2, 2015$20,288
Indefinite-lived intangible assets acquired70,000
At January 1, 2016$90,288
 2017 2018 2019 2020 2021 After 2021
Amortization Expense$43,562
 44,426
 44,483
 45,066
 43,957
 628,278
Indefinite-lived intangible assets were comprised of the following as of December 30, 2016 and January 1, 2016 (in thousands):
 
Trademarks
and
Tradenames
January 1, 2016$90,288
December 30, 2016$90,288
As discussed further in Note 1 “Summary of Significant Accounting Policies” and Note 19 “Business Segment, Geographic and Concentration Risk Information,” as a result of the Lake Region Medical acquisition and the Spin-off, during 2016 the Company restructured its operations including its internal management and financial reporting structure. In connection with this realignment, the Company reevaluated its operating and reporting segments and determined that it has two operating segments: Medical and Non-Medical. As required, the Company reassigned goodwill to its reporting units based upon their relative fair values and reclassified prior year amounts to conform them to the current year presentation. Additionally, the Company evaluated the goodwill of all of its reporting units utilizing the step-zero approach immediately prior to the change in segments and immediately after the Spin-off for its former QiG reporting unit and concluded in both cases that it was more likely than not that there was no impairment present. The Company also performed its annual goodwill impairment test utilizing the two-step method as of December 30, 2016 and concluded there was no impairment present.


INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7.)     INTANGIBLE ASSETS (Continued)
The change in goodwill during 2015fiscal year 2016 is as follows (in thousands):
 
Greatbatch
Medical
 QiG Lake Region Medical Total
At January 2, 2015$304,297
 $50,096
 $
 $354,393
Goodwill acquired (Note 2)
 
 661,788
 661,788
Foreign currency translation(368) 
 (2,243) (2,611)
At January 1, 2016$303,929
 $50,096
 $659,545
 $1,013,570
 Medical Non- Medical Total
January 1, 2016$996,570
 $17,000
 $1,013,570
Goodwill divested (Note 2)(40,830) 
 (40,830)
Purchase accounting adjustments (Note 2)(1,118) 
 (1,118)
Foreign currency translation(4,296) 
 (4,296)
December 30, 2016$950,326
 $17,000
 $967,326
As of January 1,December 30, 2016, no accumulated impairment loss has been recognized for the goodwill allocated to the Company’s Greatbatch Medical QiG or Lake Region MedicalNon-Medical segments.


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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8.ACCRUED EXPENSES
(8.)    ACCRUED EXPENSES
Accrued expenses are comprised of the following (in thousands):
At
January 1,
2016
 January 2,
2015
December 30, 2016 January 1,
2016
Salaries and benefits$37,579
 $20,770
$30,199
 $37,579
Profit sharing and bonuses6,781
 18,524
3,054
 6,781
Accrued interest9,378
 195
6,838
 9,378
Purchase of non-controlling interest in subsidiaries6,818
 

 6,818
Severance and change in control payments11,969
 1,878
Severance, retention and change in control payments6,296
 11,969
Warranty and customer rebates7,205
 660
8,146
 7,205
Other17,527
 6,357
17,748
 17,527
Total$97,257
 $48,384
$72,281
 $97,257
9.DEBT
(9.)DEBT
Long-term debt is comprised of the following (in thousands):
At
January 1,
2016
 January 2,
2015
December 30, 2016 January 1,
2016
Senior secured term loan A$375,000
 $
$356,250
 $375,000
Senior secured term loan B1,025,000
 
1,014,750
 1,025,000
9.125% senior notes, due 2023360,000
 
Variable rate term loan
 187,500
9.125% senior notes due 2023360,000
 360,000
Revolving line of credit
 
40,000
 
Less unamortized discount on term loan B and debt issuance costs(45,947) (887)(40,837) (45,947)
Total debt1,714,053
 186,613
1,730,163
 1,714,053
Less current portion of long-term debt29,000
 11,250
31,344
 29,000
Total long-term debt$1,685,053
 $175,363
$1,698,819
 $1,685,053
Senior Secured Credit Facilities
In connection with the Lake Region Medical acquisition, on October 27, 2015, the Company replaced its existing credit facility with new senior secured credit facilities (the “Senior Secured Credit Facilities”) consisting of (i) a $200 million revolving credit facility (the “Revolving Credit Facility”), (ii) a $375 million term loan A facility (the “TLA Facility”), and (iii) a $1,025 million term loan B facility (the “TLB Facility”). The TLA Facility and TLB Facility are collectively referred to as the “Term Loan Facilities.” The TLB facility was issued at a 1% discount.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9.)DEBT (Continued)
Revolving Credit Facility
The Revolving Credit Facility matures on October 27, 2020 and includes a $15 million sublimit for swingline loans and a $25 million sublimit for standby letters of credit. The Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.175% and 0.25%, depending on the Company’s total net leverage ratio, as defined in the Senior Secured Credit Facilities agreement. As of December 30, 2016, the Company had $40 million of outstanding borrowings on the Revolving Credit Facility and an available borrowing capacity of $151.1 million after giving effect to$8.9 million of outstanding standby letters of credit. As of December 30, 2016, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 3.95%.
Subject to certain conditions, commitments under the Revolving Credit Facility may be increased through an incremental revolving facility so long as, on a pro forma basis, the Company’s first lien net leverage ratio does not exceed 4.25:1.00. The outstanding amount of the Revolving Credit Facility approximated its fair value as of December 30, 2016 based upon the debt being variable rate and short-term in nature.
Term Loan Facilities
The TLA Facility and TLB Facility mature on October 27, 2021 and October 27, 2022, respectively. Interest rates on the TLA Facility, as well as the Revolving Credit Facility, are at the Company’s option, either at: (i) the prime rate plus the applicable margin, which will range between 0.75% and 2.25%, based on the Company’s Total Net Leverage Ratio,total net leverage ratio, as defined in the Senior Secured Credit Facilities agreement or (ii) the applicable LIBOR rate plus the applicable margin, which will range between 1.75% and 3.25%, based on the Company’s Total Net Leverage Ratio.total net leverage ratio. Interest rates on the TLB Facility are, at the Company’s option, either at: (i) the prime rate plus 3.25% or (ii) the applicable LIBOR rate plus 4.25%, with LIBOR subject to a 1.00% floor. As of December 30, 2016, the interest rate on the TLA Facility and TLB Facility were 4.01% and 5.25%, respectively.
Subject to certain conditions, one or more incremental term loan facilities may be added to the Term Loan Facilities so long as, on a pro forma basis, the Company’s first lien net leverage ratio does not exceed 4.25:1.00.

- 86 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




As of January 1,December 30, 2016, the estimated fair value of TLA and TLB is $1,013were approximately $349 million and $1,022 million, respectively, based on quoted market prices for the debt, recent sales prices for the debt and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as Level 2 measurements within the fair value hierarchy. The par amount of TLA approximated its fair value as of January 1, 2016 based upon the debt being variable rate in nature.
Revolving Credit Facility
The Revolving Credit Facility matures on October 27, 2020. The Revolving Credit Facility also includes a $15 million sublimit for swingline loans and a $30 million sublimit for standby letters of credit (which will subsequently decrease to $25 million on April 27, 2016). The Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.175% and 0.25%, depending on the Company’s Total Net Leverage Ratio. As of January 1, 2016, there were no borrowings on the Revolving Credit Facility, but available borrowing capacity was $186.6 million after giving effect to $13.4 million of outstanding standby letters of credit.
Subject to certain conditions, commitments under the Revolving Credit Facility may be increased through an incremental revolving facility so long as, on a pro forma basis, the Company’s first lien net leverage ratio does not exceed 4.25:1.00.
Covenants
The Revolving Credit Facility and the TLA Facility contain covenants requiring (A) a maximum Total Net Leverage Ratiototal net leverage ratio of 6.50:1.00,6.25:1.0, subject to step downs and (B) a minimum interest coverage ratio of adjusted EBITDA (as defined in the Senior Secured Credit Facilities) to interest expense of not less than 3.00:1.00.2.50:1.0, subject to step ups. The TLB Facility does not contain any financial maintenance covenants. During the fourth quarter of 2016, the Company amended the Senior Secured Credit Facilities. The amendment modified certain covenants covering the Revolving Credit Facility and the TLA Facility. Pursuant to the amendment, the maximum total net leverage ratio stepped down to 6.25:1.0 beginning in the fourth fiscal quarter of 2016 until and including the fourth fiscal quarter for 2017, and will gradually decline to 4.0:1.0 by the second fiscal quarter of 2020. Additionally, pursuant to the amendment, the minimum interest coverage ratio dropped to 2.50:1.0 beginning in the fourth fiscal quarter of 2016 until and including the fourth fiscal quarter of 2017. For fiscal quarters in 2018 and 2019, the interest coverage ratio will rise to 2.75:1.0 and 3.0:1.0, respectively.
The Senior Secured Credit Facilities also contain negative covenants that restrict the Company’s ability to (i) incur additional indebtedness; (ii) create certain liens; (iii) consolidate or merge; (iv) sell assets, including capital stock of the Company’s subsidiaries; (v) engage in transactions with the Company’s affiliates; (vi) create restrictions on the payment of dividends or other amounts to Greatbatch Ltd. from the Company’s restricted subsidiaries; (vii) pay dividends on capital stock or redeem, repurchase or retire capital stock; (viii) pay, prepay, repurchase or retire certain subordinated indebtedness; (ix) make investments, loans, advances and acquisitions; (x) make certain amendments or modifications to the organizational documents of the Company or its subsidiaries or the documentation governing other senior indebtedness of the Company; and (xi) change the Company’s type of business. These negative covenants are subject to a number of limitations and exceptions that are described in the Senior Secured Credit Facilities agreement. As of January 1,December 30, 2016, the Company was in compliance with all financial and negative covenants under the Senior Secured Credit Facilities.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9.)DEBT (Continued)
The Senior Secured Credit Facilities provide for customary events of default. Upon the occurrence and during the continuance of an event of default, the outstanding advances and all other obligations under the Senior Secured Credit Facilities become immediately due and payable. The Senior Secured Credit Facilities are guaranteed by the Company,Integer Holdings Corporation, as a parent guarantor, and all of the Company’s present and future direct and indirect wholly-owned domestic subsidiaries (other than Greatbatch Ltd. (which is the borrower under the Senior Secured Credit Facilities), non-wholly owned joint ventures, and certain other excluded subsidiaries). The Senior Secured Credit Facilities are secured, subject to certain exceptions, by a first priority security interest in; 1)i) the present and future shares of capital stock of (or other ownership or profit interests in) Greatbatch Ltd. and each guarantor (except the Company)Integer Holdings Corporation); 2)ii) sixty-six percent (66%) of all present and future shares of voting capital stock of each specified first-tier foreign subsidiary; 3)iii) substantially all of the Company’s, Greatbatch Ltd.’s and each other guarantor’s other personal property; and 4)iv) all proceeds and products of the property and assets of the Company, Greatbatch Ltd. and the other guarantors.
9.125% Senior Notes due 2023
On October 27, 2015, the Company completed a private offering of $360 million aggregate principal amount of 9.125% senior notes due on November 1, 2023 (the “Senior Notes”). All the Senior Notes are outstanding as of January 1,December 30, 2016.
Interest on the Senior Notes is payable on May 1 and November 1 of each year, beginning on May 1, 2016.year.  The Company may redeem the Senior Notes, in whole or in part, prior to November 1, 2018 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium.  Prior to November 1, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds from certain equity offerings at a redemption price equal to 109.125% of the aggregate principal amount of the Senior Notes. On or after November 1, 2018, the Company may redeem the Senior Notes, in whole or in part, pursuant to a customary schedule of declining redemption prices. As of January 1,December 30, 2016, the estimated fair value of the Senior Notes are $354.6was approximately $359 million, based on quoted market prices of these notes, recent sales prices for the notes and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as Level 2 measurements within the fair value hierarchy.


- 87 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Senior Notes are senior unsecured obligations of the Company. The Senior Notes contain restrictive covenants that, among other things, limit the ability of the Company to: (i) incur or guarantee additional indebtedness or issue certain disqualified stock or preferred stock; (ii) create certain liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) make certain other restricted payments; (v) enter into agreements that restrict certain dividends or other payments; (vi) enter into sale-leaseback agreements; (vii) engage in certain transactions with affiliates; and (viii) consolidate or merge with, or sell substantially all of their assets to, another person. These covenants are subject to a number of limitations and exceptions that are described in the indenture agreement offor the Senior Notes. The Senior Notes provide for customary events of default, subject in certain cases to customary cure periods, in which the Senior Notes and any unpaid interest would become due and payable. As of December 30, 2016, the Company was in compliance with all restrictive covenants under the indenture governing the Senior Notes.
As of January 1,December 30, 2016, the weighted average interest rate on all outstanding borrowings is 5.69%5.76%.
Contractual maturities of the Company’s debt facilities for the next five years and thereafter, excluding any discounts or premiums, as of January 1,December 30, 2016 are as follows (in thousands):
2016$29,000
201731,344
201840,719
201947,750
202047,750
Thereafter1,563,437
Total$1,760,000
 2017 2018 2019 2020 2021 After 2021
Future minimum principal payments$31,344
 40,719
 47,750
 87,750
 239,937
 1,323,500

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest Rate Swaps –(9.) From time to time, the Company enters into interest rate swap agreements in order to hedge against potential changes in cash flows on its outstanding variable rate debt. During 2012, the Company entered into a three-year $150 million interest rate swap, which amortized $50 million per year. During 2014, the Company entered into an additional interest rate swap. The first $45 million of notional amount of the swap was effective February 20, 2015, and the second $45 million of notional amount was scheduled to be effective February 22, 2016. These swaps were accounted for as cash flow hedges. As a result of the Lake Region Medical acquisition, the forecasted cash flows that the Company’s interest rate swaps were hedging were no longer expected to occur. Accordingly, during 2015, the Company recognized an additional $2.8 million charge in Interest Expense relating to the termination of the interest rate swap contracts. On October 27, 2015, the Company terminated its outstanding interest rate swap agreements resulting in a $2.8 million payment to the interest rate swap counterparty. As of January 1, 2016, the Company has no interest rate swap agreements outstanding. No portion of the change in fair value of the Company’s interest rate swaps during 2015, 2014, or 2013 were considered ineffective. The amount recorded as Interest Expense during 2015, 2014, and 2013 related to the Company’s interest rate swaps was $3.5 million, $0.5 million and $0.5 million, respectively.DEBT (Continued)
Convertible Subordinated Notes – In March 2007, the Company issued $197.8 million of CSN at a 5% discount. CSN accrued interest at 2.25% per annum. The effective interest rate of CSN, which took into consideration the amortization of the discount and deferred fees related to the issuance of these notes, was 8.5%. On February 20, 2013, the Company redeemed all outstanding CSN. The contractual interest and discount amortization for CSN were as follows (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Contractual interest$
 $
 $634
Discount amortization
 
 5,368
Debt Issuance Costs and Discounts In
The Company incurred debt issuance costs in conjunction with the issuance of the Senior Secured Credit Facilities and the Senior Notes, the Company incurred $45.9 million of debt issuance costs. As stated in Note 1, the Company has elected to early-adopt ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” Following this ASU, unamortized debt issuance costs of $35.9 million and $0.9 million have been recorded as a reduction of the carrying value of the related debt as of January 1, 2016 and January 2, 2015, respectively. Additionally, as of January 1, 2016 and January 2, 2015, $4.8 million and $2.2 million, respectively, of debt issuance costs attributable to the Company’s revolving credit facilities remain recorded as a component of Other Assets on the Consolidated Balance Sheets. These costs will amortize into Interest Expense over the terms of the related credit facilities.

- 88 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Notes. The change in deferred debt issuance costs related to the Company’s revolving credit facilitiesRevolving Credit Facility is as follows (in thousands):
At January 3, 2014$2,786
Amortization during the period(586)
At January 2, 20152,200
January 2, 2015$2,200
Financing costs deferred4,152
4,152
Write-off during the period(907)(907)
Amortization during the period(654)(654)
At January 1, 2016$4,791
January 1, 20164,791
Amortization during the period(991)
December 30, 2016$3,800
The change in unamortized discount and debt issuance costs related to the Term Loan Facilities and Senior Notes is as follows (in thousands):
Debt Issuance Costs Unamortized Discount on TLB Facility TotalDebt Issuance Costs Unamortized Discount on TLB Facility Total
At January 3, 2014$1,074
 $
 $1,074
Amortization during the period(187) 
 (187)
At January 2, 2015887
 
 887
January 2, 2015$887
 $
 $887
Financing costs incurred41,781
 10,250
 52,031
41,781
 10,250
 52,031
Write-off during the period(732) 
 (732)(732) 
 (732)
Amortization during the period(6,028) (211) (6,239)(6,028) (211) (6,239)
At January 1, 2016$35,908
 $10,039
 $45,947
January 1, 201635,908
 10,039
 45,947
Financing costs incurred1,177
 
 1,177
Amortization during the period(4,989) (1,298) (6,287)
December 30, 2016$32,096
 $8,741
 $40,837
During fiscal year 2015, the Company wrote off $1.6 million of debt issuance costs in connection with the extinguishment and modification of its term loan and revolving line of credit, respectively, which is included in Interest Expense on the Consolidated Statements of Operations.Operations and Comprehensive Income (Loss).

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9.)DEBT (Continued)
Interest Rate Swaps
From time to time, the Company enters into interest rate swap agreements in order to hedge against potential changes in cash flows on its outstanding variable rate debt. During 2016, the Company entered into a one year $250 million interest rate swap and a three year $200 million interest rate swap to hedge against potential changes in cash flows on its outstanding variable rate debt, which are indexed to the one-month LIBOR rate. The variable rate received on the interest rate swaps and the variable rate paid on the variable rate debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same day. The swaps are being accounted for as cash flow hedges.
In connection with the Lake Region Medical acquisition, the Company terminated its then outstanding interest rate swap agreements as the forecasted cash flows that the interest rate swaps were hedging were no longer expected to occur. As a result, during the fourth quarter of 2015, the Company made a $2.8 million payment to the interest rate swap counterparty and recognized a $2.8 million charge to Interest Expense.
Information regarding the Company’s outstanding interest rate swaps designated as cash flow hedges as of December 30, 2016 is as follows (dollars in thousands):
10.BENEFIT PLANS
Notional Amount Start Date End Date Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location
$250,000
 Jul-16 Jun-17 0.615% 0.7561% $267
 Prepaid Expenses and Other Current Assets
$200,000
 Jun-17 Jun-20 1.1325% N/A $3,215
 Other Assets
The estimated fair value of the interest rate swap agreements represents the amount the Company expects to receive (pay) to terminate the contract. No portion of the change in fair value of the Company’s interest rate swaps during 2016, 2015, or 2014 were considered ineffective. The amount recorded as Interest Expense during 2016, 2015, and 2014 related to the Company’s interest rate swaps was $0.1 million, $3.5 million $0.5 million, respectively.
(10.)     BENEFIT PLANS
Savings Plan
The Company sponsors a defined contribution 401(k) plan (the “Company plan”), for its U.S. based employees. The plan provides for the deferral of employee compensation under Section 401(k) and a discretionary Company match. In 2016, 2015, 2014, and 2013,2014, this match was 35% per dollar of participant deferral, up to 6% of the total compensation for legacy Greatbatch associates. Net costs related to this defined contribution plan were $2.0 million in 2016, $2.3 million in 2015, and $2.2 million in 2014, and $2.0 million in 2013.2014.
In addition to the above, under the terms of the 401(k) plan document there is an annual discretionary defined contribution of up to 4% of each legacy Greatbatch employee’s eligible compensation based upon the achievement of certain performance targets. This amount is contributed to the 401(k) plan in the form of Company stock. The Company did not make a discretionary stock contribution in 2016 or 2015. Compensation cost recognized related to the defined contribution plan was $0.0 million, $4.2 million $4.8 million in 2015, 2014, and 2013, respectively.2014. As of January 1,December 30, 2016, certain participants in the 401(k) Plan held, on an aggregate basis, approximately 580,000334,000 shares of Company stock.
Subsequent to the Lake Region Medical acquisition, the Company continued the 401(k) plan previously provided to legacy Lake Region Medical employees. This plan is available to most Lake Region employees whereby employees are allowed to contribute up to, subject to compliance with federal 401(k) plan contribution limits, 50% of gross salary. The Company matches 50% of an employee’s contributions for the first 6% of the employee’s gross salary at a maximum contribution rate per employee of 3% of the employee’s gross salary. The employee’s contributions vest immediately, while the Company’s contributions vest over a five-year period. Net costs related to this defined contribution plan sincewere $4.4 million in 2016 and $0.8 million from the date of acquisition was $0.8 millionthrough the fiscal year end in 2015.
In January 2017, the Lake Region Medical plan was merged into the Company plan. Beginning in fiscal year 2017, the Company will match $0.50 per dollar of participant deferral, up to 6% of the base salary for each participant.



INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(10.)     BENEFIT PLANS (Continued)
Defined Benefit Plans
The Company is required to provide its employees located in Switzerland, Mexico, France, and Germany certain statutorily mandated defined benefits. Under these plans, benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit pension plan provided to the Company’s employees located in Switzerland is a funded contributory plan, while the plans that provide benefits to the Company’s employees located in Mexico, France, and Germany are unfunded and noncontributory. The liability and corresponding expense related to these benefit plans is based on actuarial computations of current and future benefits for employees.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



During 2012, the Company transferred most major functions performed at its facilities in Switzerland into other existing facilities. As a result, the Companyfacilities and curtailed its defined benefit plan provided to employees at those Swiss facilities during 2012. In accordance with ASC 715, this gain was recognized in Other Operating Expenses, Net as the related employees were terminated. Since Swiss plan assets were sufficient to cover all plan liabilities, during 2012 the plan assets were transferred into cash.facilities. During 2013, the plan assets that remained after settlement payments were made were transferred to an AA- rated insurance carrier who bears the pension risk and longevity risk, and will be used to cover the pension liability for the remaining retirees of the Swiss plan, as well as the remaining employees at that location.
The Company’s fiscal year end dates are the measurement dates for its defined benefit plans. Information relating to the funding position of the Company’s defined benefit plans as of the plans measurement date of January 1,for fiscal years 2016 and January 2, 2015 were as follows (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
2016 2015
Change in projected benefit obligation:      
Projected benefit obligation at beginning of year$2,843
 $2,422
$7,992
 $2,843
Projected benefit obligation acquired4,316
 

 4,316
Service cost439
 203
431
 439
Interest cost165
 75
174
 165
Plan participants’ contribution61
 36
75
 61
Actuarial loss235
 630
341
 235
Benefits transferred in, net258
 155
84
 258
Settlement/curtailment gain
 (337)
Foreign currency translation(325) (341)(369) (325)
Projected benefit obligation at end of year7,992
 2,843
8,728
 7,992
Change in fair value of plan assets:      
Fair value of plan assets at beginning of year437
 731
871
 437
Employer contributions (refund)69
 (39)
Employer contributions36
 69
Plan participants’ contributions61
 36
75
 61
Actual loss on plan assets(39) (101)(9) (39)
Benefits transferred in, net362
 198
224
 362
Settlements
 (337)
Foreign currency translation(19) (51)(25) (19)
Fair value of plan assets at end of year871
 437
1,172
 871
Projected benefit obligation in excess of plan assets at end of year$7,121
 $2,406
$7,556
 $7,121
Defined benefit liability classified as other current liabilities$46
 $25
$109
 $46
Defined benefit liability classified as long-term liabilities$7,075
 $2,381
$7,447
 $7,075
Accumulated benefit obligation at end of year$6,299
 $1,938
$7,115
 $6,299

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10.)     BENEFIT PLANS (Continued)
Amounts recognized in Accumulated Other Comprehensive Income (Loss) for fiscal years 2016 and 2015 are as follows (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
2016 2015
Net loss occurring during the year$164
 $736
$368
 $164
Amortization of losses(156) (138)(62) (156)
Prior service cost(1) (2)1
 (1)
Amortization of prior service cost(9) (11)(11) (9)
Foreign currency translation
 (76)
Pre-tax adjustment(2) 509
Pre-tax adjustment (gain) loss296
 (2)
Taxes22
 (135)283
 22
Net loss$20
 $374
$579
 $20

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The amortization of amounts in Accumulated Other Comprehensive Income (Loss) expected to be recognized as components of net periodic benefit expense during 2016fiscal year 2017 are as follows (in thousands):
Amortization of net prior service cost$10
$9
Amortization of net loss172
61
Net pension cost for fiscal years 2016 and 2015 is comprised of the following (in thousands):
Year Ended
January 1, 2016 January 2, 20152016 2015
Service cost$439
 $203
$431
 $439
Interest cost165
 75
174
 165
Settlements loss
 105
Expected return on assets(11) (3)(18) (11)
Recognized net actuarial loss164
 45
72
 164
Net pension cost$757
 $425
$659
 $757
The weighted-average rates used in the actuarial valuations to determine the net pension cost for fiscal years 2016, 2015 and 2014 were as follows:
Projected Benefit Obligation Net Pension Cost
January 1,
2016
 January 2,
2015
 2015 2014 20132016 2015 2014
Discount rate2.2% 2.3% 2.3% 3.4% 2.1%2.2% 2.3% 3.4%
Salary growth2.9% 3.0% 3.0% 3.1% 2.4%2.9% 3.0% 3.1%
Expected rate of return on assets2.0% 2.3% 2.3% 2.5% %2.0% 2.3% 2.5%
The weighted-average rates used in the actuarial valuations to determine the projected benefit obligation for fiscal years 2016, 2015 and 2014 were as follows:
 2016 2015 2014
Discount rate1.9% 2.2% 2.3%
Salary growth2.9% 2.9% 3.0%
Expected rate of return on assets1.5% 2.0% 2.3%
The discount rate used is based on the yields of AA bonds with a duration matching the duration of the liabilities plus approximately 50 basis points to reflect the risk of investing in corporate bonds. The expected rate of return on plan assets reflects earnings expectations on existing plan assets.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Plan(10.)     BENEFIT PLANS (Continued)
The following table provides information by level for the defined benefit plan assets were comprisedthat are measured at fair value as of the followingDecember 30, 2016 and January 1, 2016 (in thousands):.
  Fair Value Measurements UsingFair Value 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
January 1, 2016 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
December 30, 2016       
Insurance contract$871
 $
 $871
 $
$1,172
 $
 $1,172
 $
Total$871
 $
 $871
 $
January 1, 2016       
Insurance contract$871
 $
 $871
 $
   Fair Value Measurements Using
 January 2,
2015
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Insurance contract$437
 $
 $437
 $
Total$437
 $
 $437
 $
The fair value of Level 2 plan assets are obtained from quoted market prices in inactive markets or valuation models with observable market data inputs to estimate fair value. These observable market data inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data.  Refer to Note 1 “Summary of Significant Accounting Policies” for discussion of the fair value measurement terms of Levels 1, 2, and 3.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Estimated benefit payments over for the next ten years as of December 30, 2016 are as follows (in thousands):
2016$166
2017205
2018225
2019277
2020265
2020-20241,619
 2017 2018 2019 2020 2021 2022-2026
Estimated benefit payments$261
 191
 266
 216
 251
 1,888
11.STOCK-BASED COMPENSATION
The components and classification of stock-based compensation expense were as follows (in thousands):(11.)
STOCK-BASED COMPENSATION
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Stock options$2,708
 $2,523
 $3,490
Restricted stock and units6,668
 6,417
 5,843
401(k) stock contribution
 4,246
 4,768
Total stock-based compensation expense$9,376
 $13,186
 $14,101
      
Cost of sales$795
 $3,530
 $3,864
Selling, general and administrative expenses7,510
 7,923
 7,907
Research, development and engineering costs, net982
 1,440
 1,194
Other operating expenses, net (Note 13)89
 293
 1,136
Total stock-based compensation expense$9,376
 $13,186
 $14,101
During 2014 and 2013, the Company recorded stock modification expense related to employee separation costs incurred during 2014 and 2013 in connection with realignment initiatives. This modification expense was included within Other Operating Expenses, Net. Refer to Note 13 “Other Operating Expenses, Net” for further discussion of these initiatives.
Summary ofStock-based Compensation Plans
At the 2016 Annual Meeting of Stockholders held on May 24, 2016, the Company’s stockholders approved the Company’s 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the granting of stock options, shares of restricted stock, restricted stock units, stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers. The 2016 Plan supplements the Company’s existing 2009 Stock Incentive Plan (“2009 Plan”), as amended, and 2011 Stock Incentive Plan (“2011 Plan”), as amended.
Stock options remain outstanding under the 2005 Stock Incentive Plan, (“2005 Plan”)but the plan has been frozen to any new award issuances. Stock options remain outstanding under this plan.
The Company’s 2009 Stock Incentive Plan (“2009 Plan”) authorizes the issuance of up to 1,350,000 shares of equity incentive awards including nonqualified and incentive stock options, restricted stock, restricted stock units, stock bonuses and stock appreciation rights subject to the terms of the 2009 Plan. The 2009 Plan limits the amount of restricted stock, restricted stock units and stock bonuses that may be awarded in the aggregate to 200,000 shares of the 1,350,000 shares authorized.
The Company’s 2011 Stock Incentive Plan (“2011 Plan”), as amended, authorizes the issuance of up to 1,350,000 shares of equity incentive awards including nonqualified and incentive stock options, restricted stock, restricted stock units, stock bonuses and stock appreciation rights, subject to the terms of the 2011 Plan. The 2011 Plan does not limit the amount of restricted stock, restricted stock units or stock bonuses that may be awarded.
The 2016 Plan authorizes the issuance of up to 1,450,000 shares of equity incentive awards including nonqualified and incentive stock options, restricted stock, restricted stock units, stock bonuses and stock appreciation rights, subject to the terms of the 2016 Plan.
As of January 1,December 30, 2016, there were 289,7341,316,690, 120,676 and 75,36165,910 shares available for future grants under the 2016 Plan, 2011 Plan and 2009 Plan, respectively. Due to plan sub-limits, of the shares available for grant, only 9,72810,261 shares may be awarded under the 2009 Plan in the form of restricted stock, restricted stock units or stock bonuses.
Stock Options
Stock options granted generally vest over a three year period, expire 10 years from the date of grant, and are granted at exercise prices equal to or greater than the fair value of the Company’s common stock on the date of grant. Performance-based stock options have not been granted since 2010.
The Company utilizes the Black-Scholes option pricing model to determine the fair value of stock options. Management is required to make certain assumptions with respect to selected model inputs. Expected volatility is based on the

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(11.)STOCK-BASED COMPENSATION (Continued)
In connection with the Spin-off, under the provisions of the 2009 Plan and 2011 Plan, employee stock options, restricted stock awards, and restricted stock unit awards were adjusted to preserve the fair value of the awards immediately before and after the Spin-off. As such, the Company did not record any modification expense related to the conversion of the awards. Certain awards granted to employees who transferred to Nuvectra in connection with the Spin-off were canceled. As required, the Company accelerated the remaining expense related to these canceled awards of $0.5 million during the first quarter of 2016, which was classified as Other Operating Expenses, Net. The stock awards held as of March 14, 2016 were modified as follows:

historical volatility
Stock options: Holders of the Company’s stock overoption awards continued to hold stock options to purchase the most recent period commensurate with the estimated expected lifesame number of shares of Integer common stock at an adjusted exercise price and one new Nuvectra stock option for every three Integer stock options held as of the Record Date, which, in the aggregate, preserved the fair value of the overall awards granted. The adjusted exercise price for Integer stock options.options was equal to approximately 93% of the original exercise price. The expected lifestock option awards will continue to vest over their original vesting period.
Restricted stock and restricted stock units: Holders of the Company’s restricted stock and restricted stock unit awards received one new share of Nuvectra restricted stock and restricted stock unit awards for every three Integer restricted stock and restricted stock unit awards held as of the Record Date. Integer restricted stock and restricted stock unit awards will continue to vest in accordance with their original performance metrics and over their original vesting period.
During 2014, the Company recorded stock modification expense related to employee separation costs incurred during 2014 in connection with realignment initiatives. This modification expense was included within Other Operating Expenses, Net. Refer to Note 13 “Other Operating Expenses, Net” for further discussion of these initiatives.
The components and classification of stock-based compensation expense for fiscal years 2016, 2015 and 2014 were as follows (in thousands):
 2016 2015 2014
Stock options$2,499
 $2,708
 $2,523
Restricted stock and units5,909
 6,668
 6,417
401(k) stock contribution
 
 4,246
Total stock-based compensation expense$8,408
 $9,376
 $13,186
      
Cost of sales$332
 $795
 $3,530
Selling, general and administrative expenses6,246
 7,510
 7,923
Research, development and engineering costs, net355
 982
 1,440
Other operating expenses, net (Note 13)1,475
 89
 293
Total stock-based compensation expense$8,408
 $9,376
 $13,186
Weighted Average Fair Values and Black-Scholes Valuation Assumptions
The following table provides the weighted average grant date fair values of the Company's restricted stock awards, restricted stock units and performance-based restricted stock units during fiscal years 2016, 2015 and 2014:
 2016 2015 2014
Weighted average grant date fair values:     
Restricted stock and restricted stock units$47.95
 $49.84
 $44.78
Performance-based restricted stock units30.83
 32.92
 31.33

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11.)STOCK-BASED COMPENSATION (Continued)
The following table includes the weighted average grant date fair value of stock options which representsgranted to employees during fiscal years 2016, 2015 and 2014 and the period of time that the stock options are expected to be outstanding, is based on historical data. The expected dividend yield is based on the Company’s history and expectation of future dividend payouts. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in differentrelated weighted average assumptions the stock option expense that the Company records for future grants may differ significantly from what the Company recordedused in the current period. Stock-based compensation expense is only recorded for those awards that are expected to vest. Pre-vesting forfeiture estimates for determining appropriate stock-based compensation expense are estimated at the time of grant based on historical experience. Revisions are made to those estimates in subsequent periods if actual forfeitures differ from estimated forfeitures.Black-Scholes model:
The weighted-average fair value and assumptions used are as follows:
Year Ended2016 2015 2014
January 1,
2016
 January 2,
2015
 January 3,
2014
Weighted average grant date fair value$12.18
 $16.43
 $8.38
Fair value of options granted:$8.52
 $12.18
 $16.43
Assumptions:     
Expected life of option from grant date (in years)4.7
 4.7
 5.3
Risk-free interest rate1.55% 1.73% 0.73%1.49% 1.55% 1.73%
Expected volatility26% 39% 39%27% 26% 39%
Expected life (in years)4.7
 5.3
 5.3
Expected dividend yield0% 0% 0%0% 0% 0%
Annual prevesting forfeiture rate9% 9% 9%
Stock-Based Compensation Activity
The following table summarizes time and performance-vested stock option activity:activity under all stock-based compensation plans during the fiscal year ended December 30, 2016:
Number of
Stock
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
(In Years)
 
Aggregate
Intrinsic
Value
(In Millions)
Number of
Stock
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 28, 20122,060,772
 $23.18
  
Outstanding at January 1, 20161,678,900
 $28.32
  
Granted372,676
 23.33
  316,678
 42.82
  
Exercised(551,092) 23.24
  (130,459) 21.61
  
Forfeited or expired(88,686) 28.05
  (125,147) 44.76
  
Outstanding at January 3, 20141,793,670
 22.96
  
Granted183,571
 43.84
  
Exercised(353,625) 23.41
  
Forfeited or expired(33,279) 27.82
  
Outstanding at January 2, 20151,590,337
 25.17
  
Granted301,547
 49.20
  
Replacement options granted in connection with the Lake Region Medical acquisition119,900
 12.41
  
Exercised(280,701) 23.45
  
Forfeited or expired(52,183) 42.45
  
Outstanding at January 1, 20161,678,900
 $28.32
 6.1 $40.6
Expected to vest at January 1, 20161,643,386
 $27.90
 6.1 $40.4
Exercisable at January 1, 20161,467,256
 $25.50
 5.8 $39.6
Adjustment due to Spin-off
 (2.02)  
Outstanding at December 30, 20161,739,972
 $28.26
 5.7 $11.0
Vested and expected to vest at December 30, 20161,723,137
 $28.07
 5.7 $11.0
Exercisable at December 30, 20161,484,481
 $26.26
 5.7 $10.3
Intrinsic value is calculated for in-the-money options (exercise price less than market price) as the difference between the market price of the Company’s common shares as of January 1,December 30, 2016 ($52.50)29.45) and the weighted average exercise price of the underlying stock options, multiplied by the number of options outstanding and/or exercisable. As of January 1,December 30, 2016, $2.3$1.4 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 21.4 years. Shares are distributed from the Company’s authorized but

- 93 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



unissued reserve upon the exercise of stock options or treasury stock if available. The Company does not intend to purchase treasury shares to fund the future exercises of stock options.
Proceeds from the exercise of stock options are credited to common stock at par value and the excess is credited to additional paid-in capital. A small portion of the options outstanding qualify as incentive stock options (“ISO”) for income tax purposes. As such, a tax benefit is not recorded at the time the compensation cost related to the stock options is recorded for book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a disqualifying disposition. Stock option grants of non-qualified stock options result in the creation of a deferred tax asset, which is a temporary difference, until the time that the option is exercised.
The following table provides certain information relating to the exercise of stock options during fiscal years 2016, 2015 and 2014 (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Intrinsic value$8,231
 $7,997
 $6,807
$690
 $8,231
 $7,997
Cash received6,583
 8,278
 12,807
2,821
 6,583
 8,278
Tax benefit realized1,954
 1,704
 727

 1,954
 1,704

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11.)STOCK-BASED COMPENSATION (Continued)
Restricted Stock and Restricted Stock Units
Time-vested restricted stock and restricted stock unit awards granted typically vest in equal annual installments over a three or four year period. The fair value of time-based as well as nonmarket-based performance restricted stock and restricted stock unit awards is equal to the fair value of the Company’s stock on the date of grant. The following table summarizes time-vested restricted stock and restricted stock unit activity:activity under all stock-based compensation plans during the fiscal year ended December 30, 2016:
Time-Vested
Activity
 
Weighted
Average
Fair Value
Time-Vested
Restricted Stock Units and Awards
 
Weighted
Average Grant Date
Fair Value
Nonvested at December 28, 201280,269
 $23.48
Nonvested at January 1, 201639,235
 $47.40
Granted67,230
 26.76
52,697
 47.95
Vested(74,062) 23.93
(40,304) 49.64
Forfeited(5,862) 22.26
(12,234) 48.46
Nonvested at January 3, 201467,575
 26.37
Granted63,817
 44.78
Vested(53,568) 34.16
Forfeited(9,992) 35.30
Nonvested at January 2, 201567,832
 36.22
Granted44,629
 49.84
Vested(56,119) 37.93
Forfeited(17,107) 40.48
Nonvested at January 1, 201639,235
 $47.40
Nonvested at December 30, 201639,394
 $45.51
The following table summarizes performance-vested restricted stock and restricted stock unit activity under all stock-based compensation plans during the fiscal year ended December 30, 2016:
 
Performance-
Vested
Restricted Stock Units and Awards
 
Weighted
Average Grant Date
Fair Value
Nonvested at January 1, 2016577,825
 $25.11
Granted163,651
 30.83
Vested(254,340) 16.19
Forfeited(130,550) 31.16
Nonvested at December 30, 2016356,586
 $31.87
Performance-based restricted stock units granted only vest if certain market-based performance metrics are achieved. The amount of shares that ultimately vest range from 0 shares to 577,825356,586 shares based upon the total shareholder return of the Company relative to the Company’s compensation peer group over a three yearthree-year performance period beginning in the year of grant. The fair value of the restricted stock units were determined by utilizing a Monte Carlo simulation model, which projects the value of Greatbatchthe Company’s stock versus the peer group under numerous scenarios and determines the value of the award based upon the present value of these projected outcomes. The following table summarizes performance-vested restricted stock and stock unit activity related to the Company’s plans:

- 94 -


GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 
Performance-
Vested
Activity
 
Weighted
Average
Fair Value
Nonvested at December 28, 2012782,446
 $16.02
Granted318,169
 15.86
Vested(49,139) 14.68
Forfeited(271,798) 14.94
Nonvested at January 3, 2014779,678
 16.41
Granted186,825
 31.33
Vested(221,470) 18.51
Forfeited(28,870) 18.42
Nonvested at January 2, 2015716,163
 19.57
Granted179,940
 32.92
Vested(270,198) 15.30
Forfeited(48,080) 26.96
Nonvested at January 1, 2016577,825
 $25.11
The realized tax benefit (expense) from the vesting of restricted stock and restricted stock units was $2.3 million, $3.4 million and $2.3 million for 2016, 2015 and $(0.4) million for 2015, 2014, 2013, respectively. As of January 1,December 30, 2016, there was $7.2$4.6 million of total unrecognized compensation cost related to the restricted stock and restricted stock unit awards. That cost is expected to be recognized over a weighted-average period of approximately 21.4 years. The fair value of shares vested in 2016, 2015 and 2014 2013 was $11.8 million, $16.1 million and $12.5 million, and $4.0 million, respectively.
12.RESEARCH, DEVELOPMENT AND ENGINEERING COSTS, NET
Research, Development(12.)RESEARCH, DEVELOPMENT AND ENGINEERING COSTS, NET
RD&E costs for fiscal years 2016, 2015 and Engineering Costs, Net2014 are comprised of the following (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Research, development and engineering costs$59,767
 $58,974
 $62,652
$61,175
 $59,767
 $58,974
Less: cost reimbursements(6,772) (9,129) (8,575)(6,174) (6,772) (9,129)
Total research, development and engineering costs, net$52,995
 $49,845
 $54,077
$55,001
 $52,995
 $49,845

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13.OTHER OPERATING EXPENSES, NET

(13.)OTHER OPERATING EXPENSES, NET
Other Operating Expenses, Net for fiscal years 2016, 2015 and 2014 is comprised of the following (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
2014 investments in capacity and capabilities$23,037
 $8,925
 $
Orthopaedic facilities optimization1,395
 1,317
 8,038
2013 operating unit realignment
 1,017
 5,625
Legacy Lake Region Medical consolidations1,961
 
 
Other consolidation and optimization costs (income)
 (71) 1,095
Acquisition and integration costs (income)33,449
 3
 (502)
Asset dispositions, severance and other6,622
 4,106
 1,534
Total other operating expenses, net$66,464
 $15,297
 $15,790

- 95 -


 2016 2015 2014
2014 investments in capacity and capabilities$17,159
 $23,037
 $8,925
Orthopedic facilities optimization747
 1,395
 1,317
Lake Region Medical consolidations8,584
 1,961
 
Acquisition and integration costs28,316
 33,449
 3
Asset dispositions, severance and other6,931
 6,622
 4,106
2013 operating unit realignment
 
 1,017
Other consolidation and optimization income
 
 (71)
Total other operating expenses, net$61,737
 $66,464
 $15,297
GREATBATCH, INC.2014 Investments in Capacity and Capabilities
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2014 investments in capacity and capabilities. In 2014, the Company announced several initiatives to invest in capacity and capabilities and to better align its resources to meet its customers’ needs and drive organic growth and profitability. These included the following:
Functions performed at the Company’s facility in Plymouth, MN to manufacture catheters and introducers will transfer into the Company’s existing facility in Tijuana, Mexico. This initiative is expected to be substantially completed by the first half of 20162017 and is dependent upon ourthe Company’s customers’ validation and qualification of the transferred products.products as well as regulatory approvals worldwide.
Functions performed at the Company’s facilities in Beaverton, OR and Raynham, MA to manufacture products for the portable medical market will transfertransferred to a new facility in Tijuana, Mexico. This initiative is expected to be substantially completed by the end of the first quarter of 2016 and is dependent upon our customers’ validation and qualification of the transferred products. Products currently manufactured at the Beaverton facility, which do not serve the portable medical market, are planned to transferwere transferred to the Company’s Raynham facility. This initiative was substantially completed during the first half of 2016. The final closure of the Beaverton, OR site occurred in the fourth quarter of 2016.
The design engineering responsibilities previously performed at the Company’s Cleveland, OH facility were transferred to the Company’s facilities in Minnesota in 2015.
The realignment of the Company’s commercial sales operations was completed during the fourth quarter ofin 2015.
The total capital investment expected for these initiatives is between $25.0$24.0 million and $28.0$25.0 million, of which $21.3$23.3 million has been expended through January 1,December 30, 2016. Total restructuring charges expected to be incurred in connection with this realignment are between $34.0$50.0 million and $39.0$55.0 million, of which $32.0$49.1 million has been incurred through January 1,December 30, 2016. Expenses related to this initiative arewere primarily recorded within the applicableMedical segment and corporate cost centers that the expenditures relate to and include the following:
Severance and retention: $5.0$6.0 million - $7.0 million;
Accelerated depreciation and asset write-offs: $2.0$3.0 million - $3.0 million; and
Other: $27.0$41.0 million - $29.0$45.0 million
Other expenses primarily consist of costs to relocate certain equipment and personnel, duplicate personnel costs, excess overhead, disposal, and travel expenditures. All expenses are cash expenditures except accelerated depreciation and asset write-offs.
The change in accrued liabilities related to the 2014 investments in capacity and capabilities is as follows (in thousands):
Severance and Retention 
Accelerated
Depreciation/
Asset Write-offs
 Other TotalSeverance and Retention 
Accelerated
Depreciation/
Asset Write-offs
 Other Total
At January 2, 2015$1,163
 $
 $1,066
 $2,229
January 1, 2016$1,429
 $
 $1,595
 $3,024
Restructuring charges2,729
 235
 20,073
 23,037
397
 2,451
 14,311
 17,159
Write-offs
 (235) 
 (235)
 (2,451) 
 (2,451)
Cash payments(2,463) 
 (19,544) (22,007)(1,760) 
 (15,906) (17,666)
At January 1, 2016$1,429
 $
 $1,595
 $3,024
December 30, 2016$66
 $
 $
 $66

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Orthopaedic facilities optimization.(13.)OTHER OPERATING EXPENSES, NET (Continued)
Orthopedic Facilities Optimization
In 2010, the Company began updating its Indianapolis, IN facility to streamline operations, consolidate two buildings, increase capacity, further expand capabilities and reduce dependence on outside suppliers. This initiative was completed in 2011.
In 2011, the Company began construction of an orthopaedicorthopedic manufacturing facility in Fort Wayne, IN and transferred manufacturing operations being performed at its Columbia City, IN location into this new facility. This initiative was completed in 2012.
During 2012, the Company transferred manufacturing and development operations performed at its facilities in Orvin and Corgemont, Switzerland into existing facilities in Fort Wayne, IN and Tijuana, Mexico. This initiative was completed in 2013.
In connection with this consolidation, in 2013, the Company sold assets related to certain non-core Swiss orthopaedicorthopedic product lines to an independent third party. The purchase agreement provided the Company with an earn out payment based upon the amount of inventory consumed by the purchaser within one year after the close of the transaction. As a result of this earn out, a gain of $2.7 million was recorded in Other Operating Expenses, Net and the cash was received during 2014. During 2014, the Company transferred $2.1 million of assets relating to the Company’s Orvin, Switzerland property to held for sale and recognized a $0.4 million impairment charge. During 2015, the Company sold $0.6 million of these assets held for sale with no additional gain or loss recognized. Refer to Note 5 “Assets Held For Sale” for additional information.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



During 2013, the Company began a project to expand its Chaumont, France facility in order to enhance its capabilities and fulfill larger volume customer supply agreements. This initiative is expected to be completed over the next year.in 2017.
The total capital investment expected to be incurred for these initiatives is between $30.0$31.0 million and $35.0 million, of which $28.4$30.0 million has been expended through January 1,December 30, 2016. Total expense expected to be incurred for these initiatives is between $45.0 million and $48.0 million, of which $43.9$44.6 million has been incurred through January 1,December 30, 2016. All expenses have been and will be recorded within the Greatbatch Medical segment and are expected to include the following:
Severance and retention: approximately $11.0 million;
Accelerated depreciation and asset write-offs: approximately $13.0 million; and
Other: $21.0 million - $24.0 million
Other expenses include production inefficiencies, moving, revalidation, personnel, training, consulting, and travel costs associated with these consolidation projects. All expenses are cash expenditures except accelerated depreciation and asset write-offs.
The change in accrued liabilities related to the orthopaedicorthopedic facilities optimizations is as follows (in thousands):
Severance
and
Retention
 
Accelerated
Depreciation/
Asset Write-offs
 Other Total
Severance
and
Retention
 
Accelerated
Depreciation/
Asset Write-offs
 Other Total
At January 2, 2015$
 $
 $287
 $287
January 1, 2016$
 $
 $
 $
Restructuring charges
 88
 1,307
 1,395

 202
 545
 747
Write-offs
 (88) 
 (88)
 (202) 
 (202)
Cash payments
 
 (1,594) (1,594)
 
 (545) (545)
At January 1, 2016$
 $
 $
 $
December 30, 2016$
 $
 $
 $
2013 operating unit realignment.In 2013, the Company initiated a plan to realign its operating structure in order to optimize its continued focus on profitable growth. As part of this initiative, the sales and marketing and operations groups of its former Implantable Medical and Electrochem Solutions reportable segments were combined into one sales and marketing group and one operations group each serving Greatbatch Medical. This initiative was completed during 2014. Total restructuring charges incurred in connection with this realignment were $6.6 million. Expenses related to this initiative were recorded within the applicable segment that the expenditures relate to and included the following:
Severance and retention: $5.0 million; and
Other: $1.6 million.
Other expenses primarily consisted of relocation and travel expenditures. All expenses were cash expenditures.
Legacy Lake Region Medical consolidations.Consolidations
In 2014, Lake Region Medical initiated plans to close its Arvada, ColoradoCO site, consolidate its two Galway, Ireland sites into one facility, and take other restructuring actions that will result in a reduction in staff across manufacturing and administrative functions at certain locations. This initiative is expected to bewas substantially completed by the end of 2016.
During the third quarter of 2016, the Company announced the planned closure of its Clarence, NY facility. The machined component product lines manufactured in this facility will be transferred to other Integer locations in the U.S. This project is expected to be completed by the first quarter of 2018.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13.)OTHER OPERATING EXPENSES, NET (Continued)
The total capital investment expected for this initiative since the acquisition date is between $4.0$5.0 million and $5.0$6.0 million, of which $0.9$2.2 million has been expended through January 1,December 30, 2016. Total expense expected to be incurred for this initiative since the acquisition date isthese initiatives are between $13.0$20.0 million and $15.0$25.0 million, of which $2.0$10.5 million has been incurred through January 1,December 30, 2016. All expenses have been and will beExpenses related to this initiative were primarily recorded withwithin the Lake Region Medical segment and are expected to include the following:
Employee costs: $5.0Severance and retention: $8.0 million - $6.0$10.0 million;
Accelerated depreciation and asset write offs: approximately $1.0 million - $2.0 million; and
Other: $8.0$11.0 million - $9.0$13.0 million
Other expenses primarily consist of production inefficiencies, moving, revalidation, personnel, training, consulting, and travel costs associated with these consolidation projects. All expenses are cash expenditures except accelerated depreciation and are being recorded in the Lake Region Medical segment.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



asset write-offs. The change in accrued liabilities related to these legacythe Lake Region Medical consolidation initiatives is as follows (in thousands):
thousands:
Employee
Costs
 Other Exit Costs Total
Severance
and
Retention
 Accelerated
Depreciation/
Asset Write-offs
 Other Total
At October 27, 2015$3,392
 $653
 $4,045
January 1, 2016$3,667
 $
 $596
 $4,263
Restructuring charges557
 1,404
 1,961
740
 1,398
 6,446
 8,584
Write-offs
 
 

 (1,398) 
 (1,398)
Cash payments(282) (1,461) (1,743)(3,678) 
 (6,640) (10,318)
At January 1, 2016$3,667
 $596
 $4,263
December 30, 2016$729
 $
 $402
 $1,131
Acquisition and integration costs (income).
During 2016 and 2015, the Company incurred $23.7$28.3 million and $33.1 million, respectively, in transactionacquisition and integration costs related to the acquisition of Lake Region Medical. TheseMedical, consisting primarily of transaction costs and integration costs. Transaction costs primarily relate to professional and consulting fees incurred in connection with due diligence efforts of this acquisition, of which $0.7 million are accrued as of January 1, 2016. Expenses related to this initiative were recorded to corporate unallocated expenses. Additionally, during 2015, the Company incurred $8.6 million in Lake Region Medical integration costs, which consisted primarily of change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees,fees. Integration costs primarily include professional, consulting, severance, retention, relocation, and travel costs,costs. As of which $6.2 million are accrued as ofDecember 30, 2016 and January 1, 2016, in$4.5 million and $6.2 million, respectively, of acquisition and integration costs related to the Lake Region Medical segment. acquisition were accrued.
Total integration expense expected to be incurred onin connection with the integration of Lake Region Medical acquisition is between $40.0 million and $50.0 million and totalof which $32.5 million was incurred through December 30, 2016. Total capital expenditures for this initiative are expected to be between $20.0 million toand $25.0 million.million of which $8.2 million was incurred through December 30, 2016.
During 2015, 2014, and 2013, the Company also incurred costs (income) related to the integration of CCC and NeuroNexus Technologies, Inc. (“NeuroNexus”). These expenses were primarily for retention bonuses, travel costs in connection with integration efforts, training, severance, and the change in fair value of the contingent consideration recorded in connection with the NeuroNexus acquisition, which resulted in a gain of $0.8 million and $0.7 million in 2014 and 2013, respectively, and was categorized in Level 3 of the fair value hierarchy.
Asset dispositions, severance and other. other
During 2016, 2015 2014, and 2013,2014, the Company recorded losses in connection with various asset disposals and/or write-downs. In addition, during 2016 and 2015, the Company incurred legal and professional costs in connection with the expected Spin-off of Nuvectra of$4.4 million and $6.0 million, of which $0.5 million are accrued as of January 1, 2016.respectively. Total transaction related costs incurred for the Spin-off since inception were $10.4 million. Expenses related to the expected Spin-off were primarily recorded within the applicable segmentcorporate unallocated and corporate cost centers to which the expenditures relate. The transaction is expected to be completed in March 2016. Deal related costs for the Spin-off are estimated to be between $10.0 million and $12.0 million.Medical segment. Refer to Note 19 “Business Segment, Geographic2 “Divestiture and Concentration Risk Information”Acquisitions” for additional information on the expected Spin-off.
During 2014, the Company incurred $0.9 million of expense related to the separation of the Company’s Senior Vice President, Human Resources. Additionally, during 2014, the Company recorded charges in connection with its business reorganization to align its contract manufacturing operations. Costs incurred primarily related to consulting and IT development and were completed in 2014.
During 2013, Greatbatch Medical recorded a $0.9 million write-off related to its wireless sensing product line and QiG recorded a $0.5 million write-off of IPR&D. Refer to Note 18 “Fair Value Measurements” for additional information.


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



14.INCOME TAXES
(14.)INCOME TAXES
The U.S. and international components of income (loss) before provision for income taxes for fiscal years 2016, 2015 and 2014 were as follows (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
U.S.$(42,166) $56,801
 $42,392
$(52,446) $(42,166) $56,801
International26,466
 19,778
 6,446
53,631
 26,466
 19,778
Total income (loss) before provision for income taxes$(15,700) $76,579
 $48,838
Total income (loss) before provision (benefit) for income taxes$1,185
 $(15,700) $76,579
The provision (benefit) for income taxes for fiscal years 2016, 2015 and 2014 was comprised of the following (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Current:          
Federal$(3,753) $16,293
 $39,353
$(8,327) $(3,753) $16,293
State(367) 1,299
 1,604
149
 (367) 1,299
International6,312
 2,998
 1,470
10,752
 6,312
 2,998
2,192
 20,590
 42,427
2,574
 2,192
 20,590
Deferred:          
Federal(8,144) 1,211
 (28,678)(4,952) (8,144) 1,211
State(880) (310) 427
(638) (880) (310)
International(1,274) (370) (1,605)(1,760) (1,274) (370)
(10,298) 531
 (29,856)(7,350) (10,298) 531
Total provision (benefit) for income taxes$(8,106) $21,121
 $12,571
$(4,776) $(8,106) $21,121
The provision (benefit) for income taxes differs from the U.S. statutory rate for fiscal years 2016, 2015 and 2014 due to the following:
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Statutory rate$(5,495)35.0 % $26,803
35.0 % $17,093
35.0 %$415
35.0 % $(5,495)35.0 % $26,803
35.0 %
Federal tax credits(1,850)11.8
 (1,600)(2.1) (3,651)(7.5)(1,792)(151.2) (1,850)11.8
 (1,600)(2.1)
Foreign rate differential(3,180)20.2
 (3,276)(4.3) (348)(0.7)(7,086)(598.0) (3,180)20.2
 (3,276)(4.3)
Uncertain tax positions(531)3.4
 412
0.6
 831
1.7
1,724
145.5
 (531)3.4
 412
0.6
State taxes, net of federal benefit(1,490)9.5
 507
0.7
 1,148
2.3
(1,068)(90.1) (1,490)9.5
 507
0.7
Change in foreign tax rates(91)0.6
 (446)(0.6) (1,806)(3.7)(270)(22.8) (91)0.6
 (446)(0.6)
Non-deductible transaction costs4,867
(31.0) 

 

1,012
85.4
 4,867
(31.0) 

Valuation allowance626
(4.0) (299)(0.4) 186
0.4
1,340
113.1
 626
(4.0) (299)(0.4)
Change in tax law (Internal Revenue Code §987)2,630
221.9
 

 

Other(962)6.1
 (980)(1.3) (882)(1.8)(1,681)(141.8) (962)6.1
 (980)(1.3)
Effective tax rate$(8,106)51.6 % $21,121
27.6 % $12,571
25.7 %$(4,776)403.0 % $(8,106)51.6 % $21,121
27.6 %

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(14.)INCOME TAXES (Continued)

Deferred tax assets (liabilities) consist of the following (in thousands):
 At
 January 1,
2016
 January 2,
2015
Tax credits$22,196
 $5,828
Net operating loss carryforwards153,949
 6,721
Inventories6,543
 3,335
Accrued expenses13,138
 4,338
Stock-based compensation9,512
 9,341
Other38
 1,659
Gross deferred tax assets205,376
 31,222
Less valuation allowance(39,171) (10,709)
Net deferred tax assets166,205
 20,513
Property, plant and equipment(32,772) (2,646)
Intangible assets(347,896) (57,850)
Convertible subordinated notes(3,754) (5,006)
Gross deferred tax liabilities(384,422) (65,502)
Net deferred tax liability$(218,217) $(44,989)
Presented as follows:   
Current deferred tax asset$
 $6,168
Current deferred tax liability
 (588)
Noncurrent deferred tax asset3,587
 2,626
Noncurrent deferred tax liability(221,804) (53,195)
Net deferred tax liability$(218,217) $(44,989)
In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU requires entities that present a classified balance sheet to classify all deferred income taxes as noncurrent assets or noncurrent liabilities. Previous accounting principles required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. As permitted, during the fourth quarter of 2015, the Company elected to early adopt this ASU and has elected to prospectively apply its guidance. As a result, all deferred tax assets or liabilities shown in the Consolidated Balance Sheet as of January 1, 2016, are classified as noncurrent. Prior periods were not retrospectively adjusted for the adoption of this ASU.
 December 30,
2016
 January 1,
2016
Net operating loss carryforwards$154,706
 $153,949
Tax credit carryforwards24,646
 22,196
Inventories7,524
 6,543
Accrued expenses5,724
 13,138
Stock-based compensation10,614
 9,512
Other936
 38
Gross deferred tax assets204,150
 205,376
Less valuation allowance(35,391) (39,171)
Net deferred tax assets168,759
 166,205
Property, plant and equipment(33,069) (32,772)
Intangible assets(337,722) (347,896)
Convertible subordinated notes(2,577) (3,754)
Gross deferred tax liabilities(373,368) (384,422)
Net deferred tax liability$(204,609) $(218,217)
Presented as follows:   
Noncurrent deferred tax asset$3,970
 $3,587
Noncurrent deferred tax liability(208,579) (221,804)
Net deferred tax liability$(204,609) $(218,217)
As of January 1,December 30, 2016, the Company has the following carryforwards available:
Jurisdiction 
Tax
Attribute
 
Amount
(in millions)
 
Begin to
Expire
 
Tax
Attribute
 
Amount
(in millions)
 
Begin to
Expire
Federal Net Operating Loss $386.2
 2019 Net Operating Loss $388.6
 2019
International Net Operating Loss 42.2
 2016 Net Operating Loss 43.0
 2017
State Net Operating Loss 298.7
 2016 Net Operating Loss 276.4
 2017
Federal Foreign Tax Credit 17.0
 2019 Foreign Tax Credit 17.0
 2019
U.S. and State R&D Tax Credit 2.6
 2018 R&D Tax Credit 4.9
 2018
State Investment Tax Credit 5.3
 2016 Investment Tax Credit 6.0
 2016
Certain U.S. tax attributes are subject to limitations of Internal Revenue Code Section 382,§382, which in general provides that utilization is subject to an annual limitation if an ownership change results from transactions increasing the ownership of certain shareholders or public groups in stock of a corporation by more than 50 percentage points over a three- year period. Such an ownership change occurred upon the consummation of the acquisition of Lake Region Medical. The Company does not anticipate that these limitations will affect utilization of these carryforwards prior to their expiration.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The Company’s federal net operating loss carryforward and certain other federal tax credits reported on its income tax returns included uncertain tax positions taken in prior years. Due to the application of the accounting for uncertain tax positions, the actual tax attributes are larger than the tax amounts for which a deferred tax asset is recognized for financial statement purposes.
In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management has determined that a portion of the deferred tax assets as of January 1,December 30, 2016 and January 2, 20151, 2016 related to certain foreign tax credits, state investment tax credits, and foreign and state net operating losses will not be realized.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(14.)INCOME TAXES (Continued)
On December 7, 2016, the U.S. Treasury and the Internal Revenue Service (“IRS”) issued final and temporary regulations under Internal Revenue Code §987 (the “Regulations”). These Regulations address the taxation of foreign currency translation gains or losses arising from qualified business units (“QBUs”) (such as branches and certain other flow-through entities) that operate in a currency other than the currency of their owner. The increaseCompany has measured the impact of the regulations by applying the “Fresh Start Transition Method” as prescribed by the Regulations, and adjusted the carrying value of its deferred tax accounts accordingly. The adjustment to the carrying value of the deferred tax accounts was recorded as a component of Provision (Benefit) for Income Taxes attributable to continuing operations in the valuation allowance during 2015 is primarily attributable to the acquisition of Lake Region Medical.current year.
The Company files annual income tax returns in the U.S., various state and local jurisdictions, and in various foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, is examined and finally settled. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its unrecognized tax benefits reflect the most probable outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of an uncertain tax position, if recognized, would be recorded as an adjustment to the Provision (Benefit) for Income Taxes and the effective tax rate in the period of resolution.
Below is a summary of changes to the unrecognized tax benefit for fiscal years 2016, 2015 and 2014 (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Balance, beginning of year$2,411
 $1,858
 $970
$9,271
 $2,411
 $1,858
Additions relating to business combinations7,443
 
 
Reductions (additions) relating to business combinations(400) 7,443
 
Additions based upon tax positions related to the current year274
 268
 325
1,450
 274
 268
Additions related to prior period tax positions163
 510
 651
240
 163
 510
Reductions relating to settlements with tax authorities(550) (225) (88)
 (550) (225)
Reductions as a result of a lapse of applicable statute of limitations(470) 
 

 (470) 
Balance, end of year$9,271
 $2,411
 $1,858
$10,561
 $9,271
 $2,411
GreatbatchInteger and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years that remain open and subject to tax audits varies depending on the tax jurisdiction. The Internal Revenue Service finalized an audit of the 2012 and 2013 U.S. Federal income tax returns of the Company in the first quarter of 2015. The impact to the income tax expense was not material. The U.S. subsidiarysubsidiaries of the former Lake Region Medical isGroup are still subject to U.S. federal, state, and local examinations for the taxable years 2006 to 2014.
It is reasonably possible that a reduction of approximately $0.1$0.6 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the lapse of the statute of limitations and/or audit settlements. As of January 1,December 30, 2016, approximately $8.5$9.8 million of unrecognized tax benefits would favorably impact the effective tax rate (net of federal impact on state issues), if recognized.
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of Provision (Benefit) for Income Taxes on the Consolidated StatementStatements of Operations.Operations and Comprehensive Income (Loss). During 2016, 2015 2014, and 2013,2014, the recorded amounts for interest and penalties, respectively, were not significant.
As of January 1,December 30, 2016, no taxes have been provided on the undistributed earnings of certain foreign subsidiaries amounting to $84$102.3 million. The Company intends to permanently reinvest these earnings. Quantification of the deferred tax liability associated with these undistributed earnings is not practicable.

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



15.COMMITMENTS AND CONTINGENCIES
Litigation(15.)     COMMITMENTS AND CONTINGENCIES
Litigation
In April 2013, the Company commenced an action against AVX Corporation and AVX Filters Corporation (collectively “AVX”) alleging that AVX had infringed on the Company’s patents by manufacturing and selling filtered feedthrough assemblies used in implantable pacemakers and cardioverter defibrillators that incorporate the Company’s patented technology. On January 26, 2016, a jury in the U.S. District Court for the District of Delaware returned a verdict finding that AVX infringed on two Greatbatchof the Company’s patents and awarded Greatbatchthe Company $37.5 million in damages. The finding is subject to post-trial proceedings includingcurrently scheduled to be held in August 2017, as well as a possible appeal by AVX. The Company has recorded no gains in connection with this litigation as no cash has been received.
The Company is a party to various other legal actions arising in the normal course of business. The Company does not expect that the ultimate resolution of any other pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.
Environmental Matters
The Company’s Collegeville, PA facility, which was acquired as part of the Lake Region Medical acquisition, is subject to one administrative consent order entered into with the U.S. Environmental Protection Agency (the “EPA”), which require ongoing groundwater treatment and monitoring at the site as a result of leaks from underground storage tanks. Upon approval by the EPA of the Company’s proposed post remediation care plan, which requires a continuation of the groundwater treatment and monitoring process at the site, the Company expects that the consent orders will be terminated. The Company expects a decision from the EPA on whether the Company’s post remediation care plan has been approved in early 2017. The groundwater treatment process at the Collegeville facility consists of a groundwater extraction and treatment system and the performance of annual sampling of a defined set of groundwater wells as a means to monitor containment within approved boundaries. The Company does not expect this environmental matter will have a material effect on its consolidated results of operations, financial position or cash flows.
In January 2015, Lake Region Medical was notified by the New Jersey Department of Environmental Protection (“NJDEP”) of the NJDEP’s intent to revoke a no further action determination made by the NJDEP in favor of Lake Region Medical in 2002 pertaining to a property on which a subsidiary of Lake Region Medical operated a manufacturing facility in South Plainfield, New Jersey beginning in 1971. Lake Region Medical sold the property in 2004 and vacated the facility in 2007. We are cooperating withIn response to the NJDEP’s notice, the Company further investigated the matter and submitted a technical report to the NJDEP and believein August of 2015 that concluded that the NJDEP’s notice of intent to revoke iswas unwarranted. In December 2014,After reviewing the current owner ofCompany’s technical report, the property commenced litigation against Lake Region Medical, one of its executive officers and other unrelated third parties, allegingNJDEP issued a draft response in May 2016, stating that the defendants caused or contributedNJDEP would not revoke the no further action determination at that time, but would require some additional site investigation to alleged groundwater contamination beneathsupport the property. The Company believes these allegations are without merit and has concluded that any potential loss related to these allegations is not probable, and as such, no liability has been recorded as of January 1, 2016.
Company’s conclusion. The Company is a partycooperating with the NJDEP and has met with NJDEP representatives to various other legal actions arising indiscuss the normal courseappropriate scope of business. Other than what is discussed in this note, the requested additional investigation. The Company does not expect that the ultimate resolution of any other pending legal actionsthis environmental matter will have a material effect on its consolidated results of operations, financial position or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, does not become material in the future.flows.
Environmental Matters The Company’s Collegeville, PA facility, which was acquired as part of the Lake Region Medical acquisition, is subject to two administrative consent orders entered into with the U.S. Environmental Protection Agency (the “EPA”), which require ongoing groundwater treatment and monitoring at the site as a result of historic leaks from underground storage tanks. Upon approval by the EPA of the Company’s proposed post remediation care plan, which requires a continuation of the groundwater treatment and monitoring process at the site, the Company expects that the consent orders will terminate. During the first half of 2016, the Company expects a decision from the EPA on whether the Company’s post remediation care plan has been approved. The groundwater treatment process at the Collegeville facility consists of a groundwater extraction and treatment system and the performance of annual sampling of a defined set of groundwater wells as a means to monitor containment within approved boundaries. As of December 30, 2016 and January 1, 2016, there iswas $1.0 million and $1.1 million, respectively, recorded in Other Long-Term Liabilities in the Consolidated Balance Sheets in connection with this matter for the cost of on-going remediation.these environmental matters.
License Agreements
The Company is a party to various license agreements for technology that is utilized in certain of its products. The most significant of these agreements are the licenses for basic technology used in the production of wet tantalum capacitors, filtered feedthroughs and MRI compatible lead systems. Expenses related to license agreements were $2.0 million, $2.4 million, and $3.3 million, for 2016, 2015 and $3.5 million, for 2015, 2014, and 2013, respectively, and are primarily included in Cost of Sales.






INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15.)COMMITMENTS AND CONTINGENCIES (Continued)
Product Warranties
The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The change in product warranty liability for fiscal years 2016 and 2015 was comprised of the following (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
Beginning balance$660
 $1,819
Additions to warranty reserve1,274
 953
Liabilities assumed from acquisition2,521
 
Warranty claims paid(1,139) (2,112)
Ending balance$3,316
 $660

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 2016 2015
Beginning balance$3,316
 $660
Provision for warranty reserve3,238
 1,274
Liabilities assumed from acquisition
 2,521
Warranty claims paid(2,643) (1,139)
Ending balance$3,911
 $3,316
GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Operating Leases
The Company is a party to various operating lease agreements for buildings, machinery, equipment and software. The Company primarily leases buildings, which accounts for the majority of the future lease payments. Lease expense includes the effect of escalation clauses and leasehold improvement incentives which are accounted for ratably over the lease term. Operating lease expense for fiscal years 2016, 2015 and 2014 was as follows (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Operating lease expense$6,516
 $4,281
 $4,379
 2016 2015 2014
Operating lease expense$15,357
 $6,516
 $4,281
MinimumAt December 30, 2016, the Company had the following future estimated annualminimum lease payments under non-cancelable operating lease expenses are as followsleases (in thousands):
2016$14,118
201710,951
20189,950
20198,979
20206,925
Thereafter27,674
Total estimated operating lease expense$78,597
 2017 2018 2019 2020 2021 After 2021
Future minimum lease payments$13,486
 12,235
 11,105
 8,810
 7,826
 23,838
Purchase Commitments – Contractual obligationsSelf-Insurance Liabilities
As of December 30, 2016, and at various times in the past, the Company self-funded its workers' compensation and employee medical and dental expenses. The Company has established reserves to cover these self-insured liabilities and also maintains stop-loss insurance to limit its exposures under these programs. Claims reserves represent accruals for purchasethe estimated uninsured portion of goods or servicesreported claims, including adverse development of reported claims, as well as estimates of incurred but not reported claims. Claims incurred but not reported are defined as agreements that are enforceable and legally bindingestimated based on the CompanyCompany’s historical experience, which is continually monitored, and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions;accruals are adjusted when warranted by changes in facts and the approximate timing of the transaction.circumstances. The Company’s purchase orders are normallyactual experience may be different than its estimates, sometimes significantly. Changes in assumptions, as well as changes in actual experience could cause these estimates to change. Insurance and claims expense will vary from period to period based on its current manufacturing needsthe severity and are fulfilled by its vendors within short time horizons.frequency of claims incurred in a given period. The Company enters into blanket orders with vendors that have preferred pricingCompany’s self-insurance reserves totaled $7.7 million and terms, however these orders are normally cancelable by us without penalty. As$7.9 million as of December 30, 2016 and January 1, 2016, the total contractual obligation related to such expenditures is approximately $63.7 million and will primarily be financed by existing cash and cash equivalents, cash generated from operations, or the Company’s Senior Secured Credit Facilities. The Company also enters into contracts for outsourced services; however, the obligations under these contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
Self-Insured Medical Plan The Company self-funds the medical insurance coverage provided to its U.S. based employees. The Company had specific stop loss coverage for claims incurred during 2015 exceeding $250 thousand per associate for legacy Greatbatch employees and exceeding $275 thousand per associate for legacy Lake Region Medical employees with no annual maximum aggregate stop loss coverage. As of January 1, 2016 and January 2, 2015, the Company had $4.0 million and $1.8 million accrued related to the self-insurance of its medical plans, respectively. This accrual isThese accruals are recorded in Accrued Expenses and Other Long-Term Liabilities in the Consolidated Balance Sheet and is primarily based upon claim history.Sheets.
Foreign Currency Contracts
Historically, the Company has entered into forward contracts to purchase Mexican pesos in order to hedge the risk of peso-denominated payments associated with its operations in Tijuana, Mexico. In connection with the Lake Region Medical acquisition, the Company terminated its outstanding forward contracts resulting in a $2.4 million payment to the foreign currency contract counterparty during 2015. As of the date the contracts were terminated, the Company had $1.6 million recorded in Accumulated Other Comprehensive Income (Loss) related to these contracts, which will becontracts. This amount was fully amortized to Cost of Sales during 2016 as the inventory, which the contracts were hedging the cash flows to produce, iswas sold.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15.)COMMITMENTS AND CONTINGENCIES (Continued)
The impact to the Company’s results of operations from its forward contracts for fiscal years 2016, 2015 and 2014 was as follows (in thousands):
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Increase (reduction) in Cost of Sales$1,948
 $(168) $(1,154)$3,516
 $1,948
 $(168)
Ineffective portion of change in fair value
 
 

 
 
Information regarding outstanding foreign currency contracts designated as cash flow hedges as of January 1,December 30, 2016 is as follows (dollars in thousands):
Instrument
Type of
Hedge
 
Aggregate
Notional
Amount
 
Start
Date
 
End
Date
 $/Peso 
Fair
Value
 
Balance Sheet
Location
FX ContractCash Flow $16,480
 Jan 2016 Dec 2016 0.0584
 $(307) Accrued Expenses

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Self-Insured Workers’ Compensation Prior to 2011, the Company was a member of a group self-insurance trust that provided workers’ compensation benefits to employees of the Company in Western New York (the “Trust”). Prior to being acquired by Greatbatch, Lake Region Medical self-insured the workers’ compensation benefits provided to its employees. As of January 1, 2016, the Company utilized a traditional insurance provider for workers’ compensation coverage for all associates. During 2015, the Company received an additional assessment from the Trust of $0.9 million. As of January 1, 2016 and January 2, 2015, the Company had $3.9 million and $0.0 million, respectively, accrued for workers’ compensation claims. This accrual is recorded in Accrued Expenses in the Consolidated Balance Sheet and is primarily based upon claim history and assessments received.
16.EARNINGS (LOSS) PER SHARE
Aggregate
Notional
Amount
 
Start
Date
 
End
Date
 $/Peso 
Fair
Value
 Balance Sheet Location
$24,654
 Jan 2017 Dec 2017 0.0514
 $(2,063) Accrued Expenses
(16.)EARNINGS (LOSS) PER SHARE
The following table illustrates the calculation of Basic and Diluted EPS for fiscal years 2016, 2015 and 2014 (in thousands, except per share amounts):
Year Ended2016 2015 2014
January 1,
2016
 January 2,
2015
 January 3,
2014
Numerator for basic EPS:     
Numerator:     
Net income (loss)$(7,594) $55,458
 $36,267
$5,961
 $(7,594) $55,458
Denominator for basic EPS:          
Weighted average shares outstanding26,363
 24,825
 23,991
30,778
 26,363
 24,825
Effect of dilutive securities:          
Stock options, restricted stock and restricted stock units
 1,150
 1,332
195
 
 1,150
Denominator for diluted EPS26,363
 25,975
 25,323
30,973
 26,363
 25,975
Basic EPS$(0.29) $2.23
 $1.51
$0.19
 $(0.29) $2.23
Diluted EPS$(0.29) $2.14
 $1.43
$0.19
 $(0.29) $2.14
The diluted weighted average share calculations do not include the following securities for fiscal years 2016, 2015 and 2014, which are not dilutive to the EPS calculations or the performance criteria have not been met:met (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Time-vested stock options, restricted stock and restricted stock units1,718,135
 175,549
 18,480
Performance-vested stock options and restricted stock units577,825
 
 
For the 2013 period, no shares related to CSN were included in the diluted EPS calculation as the average share price of the Company’s common stock for that period did not exceed CSN’s conversion price per share.
 2016 2015 2014
Time-vested stock options, restricted stock and restricted stock units657
 1,718
 176
Performance-vested stock options and restricted stock units357
 578
 


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



17.ACCUMULATED OTHER COMPREHENSIVE INCOME
(17.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated Other Comprehensive Income (Loss) is comprised of the following (in thousands): 
Defined
Benefit
Plan
Liability
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
Adjustment
 
Total
Pre-Tax
Amount
 Tax 
Net-of-Tax
Amount
Defined
Benefit
Plan
Liability
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
Adjustment
 
Total
Pre-Tax
Amount
 Tax 
Net-of-Tax
Amount
At January 2, 2015$(1,181) $(2,558) $11,450
 $7,711
 $1,412
 $9,123
Unrealized loss on cash flow hedges
 (4,413) 
 (4,413) 1,545
 (2,868)
January 1, 2016$(1,179) $(2,392) $3,609
 $38
 $1,332
 $1,370
Unrealized gain on cash flow hedges
 210
 
 210
 (73) 137
Realized loss on foreign currency hedges
 1,948
 
 1,948
 (682) 1,266

 3,516
 
 3,516
 (1,231) 2,285
Realized loss on interest rate swap hedges
 2,631
 
 2,631
 (921) 1,710

 86
 
 86
 (30) 56
Net defined benefit plan liability adjustments2
 
 
 2
 (22) (20)(296) 
 
 (296) (283) (579)
Foreign currency translation loss
 
 (7,841) (7,841) 
 (7,841)
 
 (19,269) (19,269) 
 (19,269)
At January 1, 2016$(1,179) $(2,392) $3,609
 $38
 $1,332
 $1,370
December 30, 2016$(1,475) $1,420
 $(15,660) $(15,715) $(285) $(16,000)
Defined
Benefit
Plan
Liability
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
Adjustment
 
Total
Pre-Tax
Amount
 Tax 
Net-of-Tax
Amount
Defined
Benefit
Plan
Liability
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
Adjustment
 
Total
Pre-Tax
Amount
 Tax 
Net-of-Tax
Amount
At January 3, 2014$(672) $(468) $14,952
 $13,812
 $546
 $14,358
January 2, 2015$(1,181) $(2,558) $11,450
 $7,711
 $1,412
 $9,123
Unrealized loss on cash flow hedges
 (2,372) 
 (2,372) 829
 (1,543)
 (4,413) 
 (4,413) 1,545
 (2,868)
Realized gain on foreign currency hedges
 (168) 
 (168) 59
 (109)
Realized loss on foreign currency hedges
 1,948
 
 1,948
 (682) 1,266
Realized loss on interest rate swap hedges
 450
 
 450
 (157) 293

 2,631
 
 2,631
 (921) 1,710
Net defined benefit plan liability adjustments(509) 
 
 (509) 135
 (374)2
 
 
 2
 (22) (20)
Foreign currency translation loss
 
 (3,502) (3,502) 
 (3,502)
 
 (7,841) (7,841) 
 (7,841)
At January 2, 2015$(1,181) $(2,558) $11,450
 $7,711
 $1,412
 $9,123
January 1, 2016$(1,179) $(2,392) $3,609
 $38
 $1,332
 $1,370
The realized loss (gain) relating to the Company’s foreign currency and interest rate swap hedges were reclassified from Accumulated Other Comprehensive Income (Loss) and included in Cost of Sales and Interest Expense, respectively, in the Consolidated Statements of Operations.Operations and Comprehensive Income (Loss). Refer to Note 10 “Benefit Plans” for details on the change in net defined benefit plan liability adjustments.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18.FAIR VALUE MEASUREMENTS

(18.)FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.
Foreign Currency Contracts
The fair value of foreign currency contracts are determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include foreign exchange rate and credit spread curves. In addition to the above, the Company received fair value estimates from the foreign currency contract counterparty to verify the reasonableness of the Company’s estimates. The Company’s foreign currency contracts are categorized in Level 2 of the fair value hierarchy. The fair value of the Company’s foreign currency contracts will be realized as Cost of Sales as the inventory, which the contracts are hedging the cash flows to produce, is sold. Approximately $2.4$2.1 million is expected to be realized as additional Cost of Sales over the next twelve months.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Interest Rate Swaps
The fair value of the Company’s interest rate swaps outstanding at January 2, 2015December 30, 2016 was determined through the use of a cash flow model that utilized observable market data inputs. These observable market data inputs included LIBOR, swap rates, and credit spread curves. In addition to the above, the Company received a fair value estimate from the interest rate swap counterparty to verify the reasonableness of the Company’s estimate. This fair value calculation was categorized in Level 2 of the fair value hierarchy.  
The fair value of the Company’s interest rate swaps will be realized as a component of Interest Expense as interest on the corresponding borrowings is accrued. The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
 Fair Value Measurements Using
DescriptionAt January 1, 2016 
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Liabilities       
Foreign currency contracts (Note 15)$307
 $
 $307
 $
Fair Value Measurements UsingFair Value 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
DescriptionAt January 2,
2015
 Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
December 30, 2016       
Assets       
Interest rate swaps (Note 9)$3,482
 $
 $3,482
 $
Liabilities       
Foreign currency contracts (Note 15)$2,063
 $
 $2,063
 $
       
January 1, 2016       
Liabilities              
Foreign currency contracts$1,568
 $
 $1,568
 $
$307
 $
 $307
 $
Interest rate swaps990
 
 990
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these items. Refer to Note 9 “Debt” for further discussion regarding the fair value of the Company’s Senior Secured Credit Facilities and Senior Notes.

INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(18.)FAIR VALUE MEASUREMENTS (Continued)
The following table provides information regarding assets recorded at fair value on a nonrecurring basis (in thousands):
 Fair Value 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
December 30, 2016       
Assets       
Cost method investment$430
 $
 $430
 $
Assets Held for Sale (Note 5)794
 
 794
 
        
January 1, 2016       
Assets       
Cost method investment$1,100
 $
 $1,100
 $
A summary of the valuation methodologies for assets and liabilities measured on a nonrecurring basis is as follows:
Cost and Equity Method Investments
The Company holds investments in equity and other securities that are accounted for as either cost or equity method investments, which are classified in Other Assets on the Consolidated Balance Sheets. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable. The fair value of cost or equity method investments is not adjusted if there are no identified events or changes in circumstances that may have a material effect on the fair value of the investments. Gains and losses realized on cost and equity method investments are recorded in Other (Income) Expense, Net, unless separately stated. The aggregate recorded amount of cost and equity method investments at December 30, 2016 and January 1, 2016 and January 2, 2015 was $20.6$22.8 million and $14.5$20.6 million, respectively. The Company’s equity method investment is in a Chinese venture capital fund focused on investing in life sciences companies. As of December 30, 2016 and January 1, 2016, the Company’s recorded amount of this equity method investment was $10.7 million and $9.8 million, respectively. This fund accounts for its investments at fair value with the unrealized change in fair value of these investments recorded as income or loss to the fund in the period of change. As of January 1,December 30, 2016, the Company owned 6.7%7.0% of this fund.
During 2016, 2015 2014 and 2013,2014, the Company recognized impairment charges related to its cost method investments of $1.6 million, $1.4 million $0.0 million and $0.5$0.0 million, respectively. The fair value of these investments were determined by reference to recent sales data of similar shares to independent parties in an inactive market. This fair value calculation is categorized in Level 2 of the fair value hierarchy. During 2016, 2015 2014, and 2013,2014, the Company recognized a net gain (loss)gains on equity method investments of $0.1 million, $4.7 million, $1.2 million, and $(0.2)$1.2 million, respectively. During 2015, the Company recorded a gain and received a $3.6 million cash distribution from its equity method investment, which was classified as a cash flow from operating activities in the Consolidated StatementStatements of Cash Flows as it represented a return on investment. During 2014, the Company sold one of its cost method investments, which resulted in a pre-tax gaingains of $0.7 million in 2016 and $3.2 million.million in 2014.
Long-Lived Assets
The Company reviews the carrying amount of its long-lived assets to be held and used for potential impairment whenever certain indicators are present as described in Note 1 “Summary of Significant Accounting

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Policies.” During 2016 and 2014, the Company recorded in Other Operating Expenses, Net impairment charges of $1.0 million and $0.4 million related to its long-lived assets. There were no impairment charges recorded during 2015 related to the Company’s long-lived assets. During 2014, the Company recorded a $0.4 million impairment charge related to its Orvin, Switzerland property held for sale. The fair value of these assets were determined based upon recent sales data of similar assets and discussions with potential buyers, and was categorized in Level 2 of the fair value hierarchy. During 2013, the Company wrote off $0.5 million of IPR&D allocatedRefer to its QiG segment as these projects were discontinued prior to reaching technological feasibility. Additionally, during 2013, the Company wrote off $0.9 million of inventoryNote 5 “Assets Held for Sale” and technology related to Greatbatch Medical’s wireless sensing product line held for sale, as an agreement could not be reached with potential buyers. The above impairment charges were recorded in Other Operating Expenses, Net. Refer to Note 13 “Other Operating Expenses, Net” for further discussion.
The following table provides information regarding assets and liabilities recorded at fair value on a nonrecurring basis as of January 1, 2016 and January 2, 2015 respectively (in thousands):
 Fair Value Measurements Using
DescriptionAt January 1, 2016 Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Assets       
Cost method investment$1,100
 $
 $1,100
 $
 Fair Value Measurements Using
DescriptionAt January 2, 2015 Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Assets       
Assets Held for Sale$1,635
 $
 $1,635
 $
Fair Value of Other Financial Instruments
Pension Plan Assets
The fair value of the Company’s pension plan assets disclosed in Note 10 “Benefit Plans” are determined based upon quoted market prices in inactive markets or valuation models with observable market data inputs to estimate fair value. These observable market data inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. The Company’s pension plan assets are categorized Level 2 of the fair value hierarchy.
19.BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION
On October 27, 2015, the Company acquired all of the outstanding common stock of Lake Region Medical. As a result, the Company now has three reportable segments: Greatbatch Medical, QiG and Lake Region Medical. In February 2016, Greatbatch announced that its Board of Directors approved the spin-off of a portion of its QiG segment through a tax-free distribution of its QiG Group LLC subsidiary to the stockholders of Greatbatch on a pro rata basis. The portion of the QiG segment being spun-off will consist of QiG Group LLC and its subsidiaries: (i) Algostim, (ii) PelviStim, and (iii) Greatbatch’s NeuroNexus subsidiary. It is expected that Greatbatch stockholders will receive one share of Nuvectra common stock for every three shares of Greatbatch common stock held as of the record date. Upon completion of the pending Spin-off, Nuvectra will be an independent, publicly-traded company and Greatbatch will not own any shares of Nuvectra common stock. The operations of CCC and certain other existing QiG research and development capabilities will be retained by Greatbatch and not included as part of the Spin-off. The Spin-off is expected to be completed in March 2016. As a result of the Lake Region Medical acquisition and pending Spin-off, the Company is reevaluating its operating and reporting segments, which is expected to be finalized in 2016 once the corporate and management reporting structure realignment is completed.
Greatbatch Medical designs and manufactures medical devices and components where Greatbatch either owns the intellectual property or has unique manufacturing and assembly expertise. Greatbatch Medical provides medical devices and components to the cardiac, neuromodulation, orthopaedics, portable medical, vascular and energy markets among others. Greatbatch Medical also offers value-added assembly and design engineering services for medical devices that utilize its component products.

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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The QiG segment focuses on the design and development of medical device systems and components. QiG is in the process of developing applications for its neurostimulation technology platform for emerging indications such as SCS, SNS, and DBS, among others. The QiG segment is comprised of the QiG Group, LLC, NeuroNexus, and CCC. QiG facilitates the development of medical device systems through the establishment of limited liability companies (“LLCs”(19.). These LLCs do not own, but have the exclusive right to use the technology of Greatbatch in specific fields of use and have an exclusive manufacturing agreement with Greatbatch Medical. As of January 2, 2015, QiG Group LLC owned 89% of two LLCs, Algostim and PelviStim, but was responsible for 100% of the expenses incurred by these LLCs. However, no distributions were to be made to the minority holders of the LLCs until QiG was reimbursed for all expenses paid. Minority interests in these LLCs were held by key opinion leaders and clinicians. During 2015, the Company purchased the non-controlling interest in these LLCs for $16.7 million. Of this amount, $6.8 million remained payable as of January 1, 2016 and was recorded in Accrued Expenses in the Consolidated Balance Sheet. For purposes of the Consolidated Statement of Cash Flows for the year ended January 1, 2016, this liability was treated as a non-cash financing transaction. As of January 1, 2016, QiG Group LLC now owns 100% of Algostim and PelviStim.
The purchase of outstanding non-controlling interests included $6.9 million paid to Drees Holding LLC, of which Scott F. Drees, Chief Executive Officer (“CEO”) of Nuvectra, is the principal owner and the sole managing director. Mr. Drees received his interests in Algostim and PelviStim in connection with entering into a long-term consulting agreement with Nuvectra and prior to being appointed as its CEO in July 2015. Mr. Drees’ consulting agreement was terminated in connection with his agreeing to serve in the role of Nuvectra CEO.
Algostim is focused on the development and commercialization of its Algovita SCS system, the first application of QiG’s neurostimulation technology platform. Algovita is indicated for the treatment of chronic pain of the trunk and limbs. Algovita received CE Mark approval during 2014. During the fourth quarter of 2015, QiG received final approval of its PMA application for Algovita, which it anticipates launching commercially in the United States during the first half of 2016.
QiG revenue includes sales of neural interface technology, components and systems to the neuroscience and clinical markets from NeuroNexus, a limited release of Algovita in Europe, and CCC sales of various medical device products such as implantable pulse generators, programmer systems, battery chargers, patient wands and leads to medical device companies. Once the medical devices developed by CCC reach significant production levels, the responsibility for manufacturing these products may be transferred to Greatbatch Medical. After the pending Spin-off is completed, the Company’s design and development of complete medical device systems will be completed by the combined teams in Greatbatch Medical, Lake Region Medical, and CCC. 
Lake Region Medical has operated as a segment for Greatbatch since it was acquired during the fourth quarter of 2015. This segment specializes in the design, development, and manufacturing of products across the medical component and device spectrum, primarily serving the cardio, vascular and advanced surgical markets. Lake Region Medical offers fully integrated outsourced manufacturing, regulatory and engineering services, contract manufacturing, finished device assembly services, original device development, and supply chain management to its customers, who are located worldwide.BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION
As a result of the Lake Region Medical acquisition and pending Spin-off, during 2016 the Company has recastreorganized its product line salesoperations including its internal management and financial reporting structure. As a result of this reorganization, the Company reevaluated and revised its reportable business segments during the fourth quarter of 2016 and began to reflect the reclassification of Greatbatch, Inc.disclose two reportable segments: (1) Medical and Lake Region net sales from the historical(2) Non-Medical. The two reportable segments, along with their related product lines, toare described below:
Medical - includes the product lines associated with those revenues that will be utilized for future revenue reporting.
As of January 1, 2016, the Company’s product lines consist of the following:
Advanced Surgical, Orthopaedics, and Portable Medical: Includes legacy Greatbatch Orthopaedics and Portable Medical product line sales plus the legacy Lake Region Medical Advanced Surgical product line sales. Products include components, sub-assemblies, finished devices, implants, instruments and delivery systems for a range of surgical technologies to the advanced surgical market, including laparoscopy, orthopaedics and general surgery, biopsy and drug delivery, joint preservation and reconstruction, arthroscopy, and engineered tubing solutions. Products also include life-saving and life-enhancing applications comprising of automated external defibrillators, portable oxygen concentrators, ventilators, and powered surgical tools for the portable medical markets.
(i) Cardio and Vascular: Includes the legacy Greatbatch& Vascular product line, sales plus the legacy Lake Region Medical Cardio and Vascular product line sales less the legacy Lake Region Medical Cardiac/Neuromodulation sales. Products includewhich includes introducers, steerable sheaths, guidewires, catheters, and stimulation therapy components, subassemblies and finished devices that deliver therapies for various markets such as coronary and neurovascular disease, peripheral vascular disease, interventional radiology, vascular access, atrial fibrillation, and interventional cardiology, plus products for medical imaging and pharmaceutical delivery.

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GREATBATCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Cardiac/Neuromodulation: Includes the legacy Greatbatch Cardiac/delivery; (ii) Cardiac & Neuromodulation and QiG sales plus the legacy Lake Region Medical Cardiac/Neuromodulation sales previously included in their Cardio and Vascular product line, sales. Products includewhich includes batteries, capacitors, filtered and unfiltered feed-throughs, engineered components, implantable stimulation leads, and enclosures used in implantable medical devices.
Electrochem: Includes the legacy Greatbatch Energy, Militarydevices; and Environmental(iii) Advanced Surgical, Orthopedics & Portable Medical product line, sales.which includes components, sub-assemblies, finished devices, implants, instruments and delivery systems for a range of surgical technologies to the advanced surgical market, including laparoscopy, orthopedics and general surgery, biopsy and drug delivery, joint preservation and reconstruction, arthroscopy, and engineered tubing solutions. Products also include life-saving and life-enhancing applications comprising of automated external defibrillators, portable oxygen concentrators, ventilators, and powered surgical tools.
Non-Medical - includes primary (lithium) cells, and primary and rechargeable batteries andsecondary battery packs for demanding applications suchin the energy, military and environmental markets.
The Company defines segment income from operations as down hole drilling tools.
sales less cost of sales including amortization and expenses attributable to segment-specific selling, general, administrative, research, development, engineering and other operating activities. Segment income also includes a portion of non-segment specific selling, general, and administrative expenses based on allocations appropriate to the expense categories. The remaining unallocated operating and other expenses are primarily administrative corporate headquarter expenses and capital costs that are not allocated to reportable segments. Transactions between the two segments are not significant.
An analysis and reconciliation of the Company’s business segments, product lines and geographic information to the respective information in the Consolidated Financial Statements follows. Intersegment sales between Greatbatch Medical and QiG were not material for 2014 or 2013. Approximately $1.8 million of intersegment sales are included in Greatbatch Medical and $1.2 million intersegment sales are included in Lake Region Medical.Prior period amounts have been reclassified to conform to the new segment reporting presentation. Sales by geographic area for fiscal years 2016, 2015 and 2014 are presented by allocating sales from external customers based on where the products are shipped (in thousands):
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Product line sales:     
Advanced Surgical, Orthopaedics, and Portable Medical$243,385
 $216,339
 $208,990
Cardio and Vascular143,260
 58,770
 48,357
Cardiac/Neuromodulation356,064
 330,921
 328,455
Electrochem59,449
 81,757
 78,143
Elimination of interproduct line sales(1,744) 
 
Total sales$800,414
 $687,787
 $663,945
 2016 2015 2014
Segment sales by product line:     
Medical     
Cardio & Vascular$568,510
 $143,260
 $58,770
Cardiac & Neuromodulation389,403
 356,064
 330,921
Advanced Surgical, Orthopedics & Portable Medical392,778
 243,385
 216,339
Elimination of interproduct line sales(5,592) (1,744) 
Total Medical1,345,099
 740,965
 606,030
Non-Medical41,679
 59,449
 81,757
Total sales$1,386,778
 $800,414
 $687,787
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Business segment sales:     
Greatbatch Medical$649,977
 $678,285
 $660,902
QiG13,571
 9,502
 3,043
Lake Region Medical139,819
 
 
Elimination of intersegment sales(2,953) 
 
Total sales$800,414
 $687,787
 $663,945
 2016 2015 2014
Segment income from operations:     
Medical$185,448
 $83,784
 $91,677
Non-Medical1,513
 7,289
 20,799
Total segment income from operations186,961
 91,073
 112,476
Unallocated operating expenses(78,691) (77,927) (36,822)
Operating income108,270
 13,146
 75,654
Unallocated expenses, net(107,085) (28,846) 925
Income (loss) before provision (benefit) for income taxes$1,185
 $(15,700) $76,579
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Segment income (loss) from operations:     
Greatbatch Medical$109,737
 $126,312
 $111,805
QiG(25,855) (23,256) (30,484)
Lake Region Medical(16,416) 
 
Total segment income from operations67,466
 103,056
 81,321
Unallocated operating expenses(54,320) (27,402) (19,982)
Operating income13,146
 75,654
 61,339
Unallocated other income (expense), net(28,846) 925
 (12,501)
Income (loss) before provision for income taxes$(15,700) $76,579
 $48,838


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GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Depreciation and amortization:     
Greatbatch Medical$30,160
 $31,906
 $31,112
QiG1,862
 2,101
 1,539
Lake Region Medical32,249
 
 
Total depreciation and amortization included in segment income from operations64,271
 34,007
 32,651
Unallocated depreciation and amortization3,347
 3,450
 3,315
Total depreciation and amortization$67,618
 $37,457
 $35,966


(19.)BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
 Year Ended
 January 1,
2016
 January 2,
2015
 January 3,
2014
Expenditures for tangible long-lived assets, excluding acquisitions:     
Greatbatch Medical$32,921
 $19,006
 $13,242
QiG1,160
 1,453
 2,134
Lake Region Medical7,525
 
 
Total reportable segments41,606
 20,459
 15,376
Unallocated long-lived tangible assets6,448
 5,187
 2,798
Total expenditures$48,054
 $25,646
 $18,174

 2016 2015 2014
Segment depreciation and amortization:     
Medical$83,184
 $61,618
 $31,346
Non-Medical2,346
 2,503
 2,661
Total depreciation and amortization included in segment income from operations85,530
 64,121
 34,007
Unallocated depreciation and amortization4,994
 3,497
 3,450
Total depreciation and amortization$90,524
 $67,618
 $37,457
 At
 January 1,
2016
 January 2,
2015
 January 3,
2014
Identifiable assets:     
Greatbatch Medical$798,609
 $761,225
 $758,369
QiG68,637
 76,529
 56,245
Lake Region Medical1,971,071
 
 
Total reportable segments2,838,317
 837,754
 814,614
Unallocated assets143,819
 117,368
 75,015
Total assets$2,982,136
 $955,122
 $889,629
 2016 2015 2014
Expenditures for tangible long-lived assets, excluding acquisitions:     
Medical$44,670
 $40,931
 $19,838
Non-Medical1,451
 600
 621
Total reportable segments46,121
 41,531
 20,459
Unallocated long-lived tangible assets8,251
 6,523
 5,187
Total expenditures$54,372
 $48,054
 $25,646
Year Ended
January 1,
2016
 January 2,
2015
 January 3,
2014
2016 2015 2014
Sales by geographic area:          
United States$401,380
 $312,539
 $325,090
$805,742
 $401,380
 $312,539
Non-Domestic locations:          
Puerto Rico136,898
 127,702
 117,961
159,243
 136,898
 127,702
Belgium62,546
 65,308
 67,155
69,149
 62,546
 65,308
Rest of world199,590
 182,238
 153,739
352,644
 199,590
 182,238
Total sales$800,414
 $687,787
 $663,945
$1,386,778
 $800,414
 $687,787

 December 30,
2016
 January 1,
2016
 January 2,
2015
Identifiable assets:     
Medical$2,638,180
 $2,766,421
 $763,905
Non-Medical60,988
 66,492
 73,849
Total reportable segments2,699,168
 2,832,913
 837,754
Unallocated assets133,375
 149,223
 117,368
Total assets$2,832,543
 $2,982,136
 $955,122
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 December 30,
2016
 January 1,
2016
 January 2,
2015
Long-lived tangible assets by geographic area:     
United States$258,899
 $264,556
 $113,851
Rest of world113,143
 114,936
 31,074
Total$372,042
 $379,492
 $144,925

GREATBATCH, INC.INTEGER HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(19.)BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
 At
 January 1,
2016
 January 2,
2015
 January 3,
2014
Long-lived tangible assets:     
United States$264,556
 $113,851
 $116,484
Rest of world114,936
 31,074
 29,289
Total$379,492
 $144,925
 $145,773
A significant portion of the Company’s sales for fiscal years 2016, 2015 and 2014 and accounts receivable at December 30, 2016 and January 1, 2016 were to four customers as follows:
Sales Accounts Receivable
Year Ended AtSales Accounts Receivable
January 1,
2016
 January 2,
2015
 January 3,
2014
 January 1,
2016
 January 2,
2015
2016 2015 2014 December 30,
2016
 January 1,
2016
Customer A18% 18% 16% 23% 23%18% 17% 18% 7% 8%
Customer B17% 18% 20% 8% 4%17% 18% 18% 20% 23%
Customer C12% 12% 13% 6% 8%12% 12% 12% 4% 6%
Customer D5% 6% 7% 7% 12%9% 5% 5% 14% 7%
52% 54% 56% 44% 47%56% 52% 53% 45% 44%
20.QUARTERLY SALES AND EARNINGS DATA—UNAUDITED
(20.)QUARTERLY SALES AND EARNINGS DATA—UNAUDITED
4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
(in thousands, except per share data)
2015       
(in thousands, except per share data)Fourth Quarter Third Quarter Second Quarter First Quarter
Fiscal Year 2016       
Sales$317,567
 $146,637
 $174,890
 $161,320
$359,591
 $346,567
 $348,382
 $332,238
Gross profit73,140
 51,646
 57,951
 52,398
92,891
 97,909
 96,031
 91,468
Net income (loss)(24,907) 22
 9,283
 8,008
7,933
 11,458
 (770) (12,660)
EPS—basic(0.85) 
 0.36
 0.32
0.26
 0.37
 (0.03) (0.41)
EPS—diluted(0.85) 
 0.35
 0.31
0.25
 0.37
 (0.03) (0.41)
              
2014       
Fiscal Year 2015       
Sales$169,726
 $171,699
 $172,081
 $174,281
$317,567
 $146,637
 $174,890
 $161,320
Gross profit57,214
 58,118
 58,470
 57,596
73,140
 51,646
 57,951
 52,398
Net income14,176
 14,012
 12,348
 14,922
Net income (loss)(24,907) 22
 9,283
 8,008
EPS—basic0.57
 0.56
 0.50
 0.61
(0.85) 
 0.36
 0.32
EPS—diluted0.54
 0.54
 0.48
 0.58
(0.85) 
 0.35
 0.31
Net income (loss) in the first, second, third, and fourth quarters of 2016 and the third and fourth quarters of 2015 include $14.2 million, $7.9 million, $5.4 million, $5.1 million, $13.0 million and $57.1 million, respectively, of charges incurred in connection with the Lake Region Medical acquisition (transaction and integration, inventory step-up amortization, debt related charges) and the Spin-off of Nuvectra (professional and consulting fees). Sales for the fourth quarter of 2015 include $138.6 million from the acquisition of Lake Region Medical. Refer to Note 2 “Acquisitions.“Divestiture and Acquisitions.

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE
None.

ITEM 9A.
 
ITEM 9A.    CONTROLS AND PROCEDURES
Management’s Report on Internal Control Over Financial Reporting appears in Part II, Item 8, “Financial Statements and Supplementary Data” of this report and is incorporated into this Item 9A by reference.
a.Evaluation of Disclosure Controls and Procedures
Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the Securities and Exchange Commission as of January 1,December 30, 2016. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on their evaluation, as of January 1,December 30, 2016, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.
b. Changes in Internal Control Over Financial Reporting
We acquired the following subsidiary during 2015:
Lake Region Medical Holdings, Inc.
We believe that the internal controls and procedures of the above mentioned subsidiary are reasonably likely to materially affect our internal control over financial reporting. We are currently in the process of incorporating the internal controls and procedures of this subsidiary into our internal controls over financial reporting.
The Company has begun to extend its Section 404 compliance program under the Sarbanes-Oxley Act of 2002 (the “Act”) and the applicable rules and regulations under such Act to include this subsidiary. However, the Company has excluded this subsidiary from management’s assessment of the effectiveness of internal control over financial reporting as of January 1, 2016, as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission. This subsidiary represented approximately 66% of total assets, 17% of revenues, and 229% of net loss of the consolidated financial statement amounts as of and for the year ended January 1, 2016. The Company will report on its assessment of the internal controls of its combined operations within the time period provided by the Act and the applicable Securities and Exchange Commission rules and regulations concerning business combinations.
Other than as described above, thereThere were no changes in the registrant’sour internal control over financial reporting during our last fiscal quarter to which this Annual Report on Form 10-K relates that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION
ITEM 9B.
 OTHER INFORMATION
None.



PART III
ITEM 10.
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the Company’s directors appearing under the caption “Election of Directors” in the Company’s Proxy Statement for its 20162017 Annual Meeting of Stockholders is incorporated herein by reference.
Information regarding the Company’s executive officers is presented under the caption “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K.
The other information required by Item 10 is incorporated herein by reference from the Company’s Proxy Statement for its 20162017 Annual Meeting of Stockholders.

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ITEM 11.    EXECUTIVE COMPENSATION
ITEM 11.
 EXECUTIVE COMPENSATION
Information regarding executive compensation appearing under the captions “Compensation Discussion and Analysis”, “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement for the 20162017 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners and management and related stockholder matters, including the table titled “Equity Compensation Plan Information,”Information” and under the caption “Stock Ownership by Directors and Officers” in the Company’s Proxy Statement for the 20162017 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 13.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions, and director independence under the captions “Related Person Transactions” and “Board Independence” in the Company’s Proxy Statement for the 20162017 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding the fees paid to and services provided by Deloitte & Touche LLP, the Company’s independent registered public accounting firm under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 20162017 Annual Meeting of Stockholders is incorporated herein by reference.


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PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
1.Financial statements and financial statement schedules filed as part of this Annual Report on Form 10-K. SeeRefer to Part II, Item 8. “Financial Statements and Supplementary Data.”
2.The following financial statement schedule is included in this Annual Report on Form 10-K (in thousands):
Schedule II—Valuation and Qualifying Accounts 
  Col. C—Additions       
Col. A
Description
Col. B Balance at Beginning
of Period
 
Charged to Costs &
Expenses
 Charged to Other Accounts- Describe   
Col. D Deductions
- Describe
  
Col. E Balance at End of
Period
(in thousands)   Col. C—Additions    
Column A
Description
 
Col. B Balance at Beginning
of Period
 
Charged to Costs &
Expenses
 Charged to Other Accounts- Describe 
Col. D Deductions
- Describe
 
Col. E Balance at End of
Period
December 30, 2016          
Allowance for doubtful accounts $954
 $140
 $245
(4) 
$(597)
(2) 
$742
Valuation allowance for deferred income tax assets $39,171
 $641
(1) 
$(5,135)
(3)(4) 
$714
(5) 
$35,391
January 1, 2016                   
Allowance for doubtful accounts$1,411
 $(70) $459
 
(3)(4) 
 $(846)
(2) 
 $954
 $1,411
 $(70) $459
(3)(4) 
$(846)
(2) 
$954
Valuation allowance for deferred income tax assets$10,709
 $788
(1) 
$27,836
 
(3)(4) 
 $(162)
(5) 
 $39,171
 $10,709
 $788
(1) 
$27,836
(3)(4) 
$(162)
(5) 
$39,171
January 2, 2015                   
Allowance for doubtful accounts$2,001
 $98
 $14
 
(3)(4) 
 $(702)
(2) 
 $1,411
 $2,001
 $98
 $14
(3)(4) 
$(702)
(2) 
$1,411
Valuation allowance for deferred income tax assets$11,661
 $(729)
(1) 
$
 
(4) 
 $(223)
(1)(5) 
 $10,709
 $11,661
 $(729)
(1) 
$
 $(223)
(1)(5) 
$10,709
January 3, 2014         
Allowance for doubtful accounts$2,372
 $(93) $(15) 
(4)  
 $(263)
(2) 
 $2,001
Valuation allowance for deferred income tax assets$12,768
 $(1,263)
(1) 
$32
 
(4) 
 $124
(1) 
 $11,661
(1) 
Valuation allowance recorded in the provision for income taxes for certain net operating losses and tax credits. The net decrease in allowance in 2014 and 2013 primarily relates to the use of net operating loss carryforwards.
(2) 
Accounts written off.
(3) 
Balance recorded as a part of our 2015 acquisition of Lake Region Medical and our 2014 acquisition of Centro de Construcción de Cardioestimuladores del Uruguay. 2016 amount represents measurement-period adjustments related to the acquisition of Lake Region Medical.
(4) 
Includes foreign currency translation effect.
(5) 
Primarily relates to return to provision adjustments for prior years.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
3.Exhibits required by Item 601 of Regulation S-K. The exhibits listed on the Exhibit Index of this Annual Report on Form 10-K have been previously filed, are filed herewith or are incorporated herein by reference to other filings.
ITEM 16.    FORM 10-K SUMMARY
None.


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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
INTEGER HOLDINGS CORPORATION
Dated:March 1, 2016February 28, 2017By/s/ Thomas J. Hook
   Thomas J. Hook (Principal Executive Officer)
   President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. 
Signature Title Date
     
/s/ Thomas J. Hook 
President, Chief Executive
Officer and Director
(Principal Executive Officer)
 March 1, 2016February 28, 2017
Thomas J. Hook 
(Principal Executive Officer)  
/s/ Michael Dinkins Executive Vice President and Chief Financial Officer (Principal Financial Officer) March 1, 2016February 28, 2017
Michael Dinkins 
(Principal Financial Officer)  
/s/ Thomas J. Mazza Vice President, and Corporate Controller (Principal Accounting Officer)and Treasurer March 1, 2016February 28, 2017
Thomas J. Mazza 
(Principal Accounting Officer)  
/s/ Bill R. Sanford Chairman March 1, 2016February 28, 2017
Bill R. Sanford
    
/s/ Pamela G. Bailey Director March 1, 2016February 28, 2017
Pamela G. Bailey
/s/ Anthony P. Bihl IIIDirectorMarch 1, 2016
Anthony P. Bihl III
    
/s/ Joseph W. Dziedzic Director March 1, 2016February 28, 2017
Joseph W. Dziedzic    
/s/ Jean M. Hobby Director March 1, 2016February 28, 2017
Jean M. Hobby
    
/s/ M. Craig Maxwell Director March 1, 2016February 28, 2017
M. Craig Maxwell
/s/ Dr. Joseph A. Miller, Jr.DirectorMarch 1, 2016
Dr. Joseph A. Miller, Jr.
    
/s/ Filippo Passerini Director March 1, 2016February 28, 2017
Filippo Passerini
    
/s/ Peter H. Soderberg Director March 1, 2016February 28, 2017
Peter H. Soderberg    
/s/ Donald J. SpenceDirectorFebruary 28, 2017
Donald J. Spence    
/s/ William B. Summers, Jr. Director March 1, 2016February 28, 2017
William B. Summers, Jr.    

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EXHIBIT INDEX
EXHIBIT
NUMBER
 DESCRIPTION
   
2.1 Agreement and Plan of Merger, dated as of August 27, 2015, by and among Lake Region Medical Holdings, Inc., Greatbatch, Inc. and Provenance Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on August 31, 2015).
   
2.2Separation and Distribution Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on March 18, 2016).
3.1 Amended and Restated Certificate of Incorporation as amendedof Integer Holdings Corporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended June 27, 2008)July 1, 2016).
   
3.2 Amended and Restated BylawsBy-laws of Integer Holdings Corporation (Amended as of August 3, 2016) (incorporated by reference to Exhibit 3.2 to our AnnualQuarterly Report on Form 10-K10-Q for the yearperiod ended JanuaryJuly 1, 2010)2016).
   
4.1 Indenture (including fromform of Note), dated as of October 27, 2015, by and among Greatbatch Ltd., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee(incorporatedtrustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 28, 2015).
   
4.2 Stockholders Agreement, dated as of October 27, 2015, by and among Greatbatch, Inc., Kohlberg Kravis Roberts & Co. L.P., Bain Capital Investors, LLC and each other stockholder party thereto (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on October 28, 2015).
   
10.1# 1998 Stock Option Plan (including form of “standard” option agreement, form of “special” option agreement and form of “non-standard” option agreement) (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on May 22, 2000 (File No. 333-37554)).
   
10.2# Amendment to Greatbatch, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the period ended January 3, 2014).
   
10.3# Non-Employee Director Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14-A filed on April 22, 2002).
10.4#Greatbatch, Inc. Executive Short Term Incentive Compensation Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14-A14A filed on April 20, 2012).
   
10.510.4# LicenseForm of Change of Control Agreement dated August 8, 1996, between Greatbatch, Ltd.Inc. and Evans Capacitor CompanyTimothy G. McEvoy (incorporated by reference to Exhibit 10.2310.1 to our Registration StatementQuarterly Report on Form S-1 filed on May 22, 200010-Q for the period ended July 1, 2011 (File No. 333-37554)001-16137)).
10.5#
Amended and Restated Change of Control Agreement, dated August 5, 2016, between Integer Holdings
Corporation and Thomas J. Hook (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
   
10.6# Form of Change of Control Agreement between Greatbatch, Inc. and its executive officers (Thomas J. Hook, Mauricio Arellano, and Timothy G. McEvoy) (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 1, 2011).
10.7#Form of Change of Control Agreement between Greatbatch, Inc. and its executive officers (Michael Dinkins, Andrew P. Holman, Jennifer M. Bolt, Jeremy Friedman, Antonio Gonzalez, Declan Smyth, and Kristin Trecker) (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 28, 2012).
   
10.810.7 Credit Agreement, dated as of October 27, 2015, by among Greatbatch Ltd., as the borrower, Greatbatch, Inc., as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2015).
   
10.8*Amendment No. 1 to Credit Agreement, dated as of November 29, 2016, between Greatbatch Ltd., as the borrower, and Manufacturers and Traders Trust Company, as administrative agent, and the Lenders party thereto.
10.9# 
Employment Agreement, dated August 5, 20132016, between Greatbatch, Inc.Integer Holdings Corporation and Thomas J. Hook (incorporated
(incorporated by reference to Exhibit 10.110.2 to our CurrentQuarterly Report on Form 8-K filed on August 9, 2013)10-Q for the period ended July 1, 2016).
   
10.10# 2005 Stock Incentive Plan (incorporated by reference to Exhibit B to our Definitive Proxy Statement on Schedule 14A filed on April 20, 2007)2007 (File No. 001-16137)).
   
10.11# 2009 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 13, 2009)2009 (File No. 001-16137)).
   
10.12# 2011 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 14, 2014).
   
10.13# Greatbatch, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 18, 2016).

EXHIBIT
NUMBER
DESCRIPTION
10.14#Amendment to Greatbatch, Inc. 2011 Stock Incentive Plan, Greatbatch, Inc. 2009 Stock Incentive Plan, Greatbatch, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended January 3, 2014).

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EXHIBIT
NUMBER
 DESCRIPTION
10.15#*Second Amendment to Greatbatch, Inc. 2011 Stock Incentive Plan and Greatbatch, Inc. 2009 Stock Incentive Plan.
   
10.14#10.16#*Amendment to Greatbatch, Inc. 2016 Stock Incentive Plan.
10.17# Form of Restricted Stock Award LetterAgreement (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended January 3, 2014).
   
10.15#10.18# Form of Performance-Based Restricted Stock Units Award LetterAgreement (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended January 3, 2014).
   
10.16#10.19# Form of Nonqualified Option Award Letter (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the year ended January 3, 2014).
   
10.17#10.20# Form of Time-Based Restricted Stock Units Award Letter (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended January 3, 2014).
   
10.21Transition Services Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2016).
10.22Amendment No. 1 to the Transition Services Agreement between Greatbatch, Inc. and Nuvectra Corporation (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
10.23Tax Matters Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 18, 2016).
10.24Employee Matters Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 18, 2016).
10.25#Employment Offer Letter, dated October 7, 2016, between Integer Holdings Corporation and Jeremy Friedman (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2016).
12.1* Ratio of Earnings to Fixed Charges (Unaudited)
   
21.1* Subsidiaries of Greatbatch, Inc.Integer Holdings Corporation
   
23.1* Consent of Independent Registered Public Accounting Firm
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
   
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
   
32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS* XBRL Instance Document
   
101.SCH* XRBL Taxonomy Extension Schema Document
   
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
   
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document
   
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
   
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
Portions of those exhibits marked “+” have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
* -Filed herewith.
** -Furnished herewith.
# -Indicates exhibits that are management contracts or compensation plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.

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