INCOME TAXES

The Company’s overall effective tax rate for the three months ended September 26, 2015 and September 27, 2014 was 28.7% and 26.4%, respectively. The Company’s overall effective tax rate was 18.3% and 26.2% for each of the nine months ended September 26, 2015 and September 27, 2014, respectively. For the three months ended September 26, 2015 the increase was primarily attributable to the amount and mix of domestic and foreign earnings and discrete tax cost of $1.4 million related to nondeductible transaction costs incurred in 2015 for the acquisition of Celsis, offset by a $0.9 million release of an uncertain tax position resulting from an ability to offset tax on a capital gain from an investment in a limited partnership. For the nine months ended September 26, 2015, the decrease reflects the items above as well as a reduction in unrecognized tax benefits and related interest of $10.4 million due to the expiration of the statute of limitations associated with pre-acquisition tax positions on forgiveness of debt, an additional $1.8 million release of an uncertain tax position resulting from an ability to offset tax on a capital gain from an investment in a limited partnership, and a non-taxable bargain purchase gain of $9.9 million associated with the acquisition of Sunrise.

During the three months ended September 26, 2015, the Company’s unrecognized tax benefits decreased by $1.0 million to $22.0 million primarily due to the $0.9 million release resulting from an ability to offset tax on a capital gain from an investment in a limited partnership and benefit from foreign exchange, offset by pre-acquisition tax positions taken by Celsis. The amount of unrecognized income tax benefits that would impact the effective tax rate decreased by $1.4 million, to $18.7 million. The amount of accrued interest on unrecognized tax benefits was $1.0 million at September 26, 2015. The Company believes that it is reasonably possible that the unrecognized tax benefits will decrease by up to $0.4 million over the next twelve-month period, as a result of the settlement of audits and the lapse of statute of limitations.

The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits in jurisdictions including the U.S., U.K., Japan, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2011.

The Company and certain of its subsidiaries are currently under audit by various tax authorities in the U.S., Canada, and France. The Company does not believe that resolution of these controversies will have a material impact on its financial position or results of operations.

On October 21, 2015, the Quebec government enacted Bill 13, which will provide a one-time retroactive benefit to operating income in the fourth quarter of 2015 related to tax years 2012 through 2014 and will provide a corresponding increase to the Company’s effective income tax rate. Additionally, the tax law change will provide an ongoing reduction in benefit to operating income and an additional corresponding increase to the Company’s effective income tax rate beginning in 2015 and beyond. The impact of this law change will be realized in the fourth quarter results.

In accordance with the Company’s policy, the remaining undistributed earnings of its non-U.S. subsidiaries remain indefinitely reinvested as of the end of the three months ended September 26, 2015 as they are required to fund needs outside the U.S. and cannot be repatriated in a manner that is substantially tax free.

The income tax expense (benefit) related to items of other comprehensive income are as follows:



	Three Months Ended				Nine Months Ended
	September 26, 2015		September 27, 2014		September 26, 2015		September 27, 2014
	(in thousands)
Income tax benefit related to foreign currency translation adjustment	$	—	$	—	$	—	$	(105	)
Income tax expense related to change in unrecognized pension gains, losses and prior service costs	220		125		700		378
Income tax expense related to items of other comprehensive income	$	220	$	125	$	700	$	273