10-K

United States 

Securities and Exchange Commission 

Washington, DC 20549 

form 10-K

[ X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2016

or

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

For the transition period from ________ to ________

Commission File Number 1-9788

LANDAUER, INC.

(Exact Name of Registrant as Specified in Its Charter) 

Delaware	06-1218089
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2 Science Road, Glenwood, Illinois 60425

(Address of Principal Executive Offices and Zip Code) 

Registrant’s Telephone Number, Including Area Code: (708) 755-7000

Securities registered pursuant to Section 12(b) of the Act:  

Common Stock with Par Value of $.10	New York Stock Exchange
(Title of each class)	(Name of exchange on which registered)

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 [    ]     No [ X ] 

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 check mark whether the registrant has submitted electronically and posted on its corporate Website, 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. [ X ] 

1

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

Large accelerated filer	[    ]	Accelerated filer	[ X ]
Non-accelerated filer	[    ]	Smaller reporting company	[     ]
(Do not check if a 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 ] 

As of March 31, 2016 the aggregate market value, based upon the closing price on the New York Stock Exchange, of the voting and non-voting common equity held by non-affiliates was approximately $314,000,000. The number of shares of common stock ($0.10 par value) outstanding as of December 9, 2016was 9,621,927.

DOCUMENTS INCORPORATED BY REFERENCE 

Certain information required for Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant’s definitive Proxy Statement in connection with the 2017 Annual Meeting of Stockholders (the “Proxy Statement”).

2

Landauer, Inc.

Table of Contents

For the Fiscal Year Ended September 30, 2016

		Page
FORWARD-LOOKING STATEMENTS		4
PART  I
Item 1.	Business	4
	General Description	4
	Marketing and Sales	6
	Seasonality	7
	International Activities	7
	Patents, Proprietary Technologies and Licenses	7
	Raw Materials	8
	Competition	8
	Research and Development	8
	Regulatory Matters	9
	Employees and Labor Relations	11
	Available Information	11
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements  With Accountants on Accounting and Financial Disclosure	75
Item 9A.	Controls and Procedures	75
Item 9B.	Other Information	77
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	78
Item 11.	Executive Compensation	78
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
Item 13.	Certain Relationships and Related Transactions, and Director Independence	78
Item 14.	Principal Accounting Fees and Services	78
PART IV
Item 15.	Exhibits, Financial Statement Schedules	79
	Schedule II – Valuation and Qualifying Accounts	79
	Exhibit Index	80
SIGNATURES		82

3

Forward-Looking Statements

Certain matters contained in this report constitute forward-looking statements that are based on certain assumptions and involve certain risks and uncertainties. These include the following, without limitation: assumptions, risks and uncertainties associated with the Company’s future performance; the Company’s development and introduction of new technologies in general; the ability to protect and utilize the Company’s intellectual property; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (“OSL”) technology to new platforms and formats; military and other government funding for the purchase of certain of the Company’s equipment and services; the impact on sales and pricing of certain customer group purchasing arrangements; changes in spending or reimbursement for services; the costs associated with the Company’s research and business development efforts; the usefulness of older technologies and related licenses and intellectual property; the effectiveness of and costs associated with the Company’s IT platform enhancements and investments in cyber security enhancements; the anticipated results of operations of the Company and its subsidiaries or joint ventures; valuation of the Company’s long-lived assets or reporting units relative to future cash flows; changes in pricing of services and products; changes in postal and delivery practices; the Company’s business plans; anticipated revenue and cost growth; the ability to integrate the operations of acquired businesses and to realize the expected benefits of acquisitions; the risks associated with conducting business internationally; costs incurred for potential acquisitions or similar transactions; other anticipated financial events; the effects of changing economic and competitive conditions, including instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the costs of obligations under the Company’s benefit plans; and pending accounting pronouncements. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from what is anticipated today. These risks and uncertainties also may result in changes to the Company’s business plans and prospects, and could create the need from time to time to write down the value of assets or otherwise cause the Company to incur unanticipated expenses. Additional information may be obtained by reviewing the information set forth in Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” and information contained in the Company’s reports filed, from time to time, with the Securities and Exchange Commission (“SEC”).  The Company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in the Company’s expectations, except as required by law.

PART I

Item 1.  Business.

General Description

Landauer, Inc. is a Delaware corporation organized on December 22, 1987. As used herein, the “Company,” “we,” “our,” “us” or “Landauer” refers to Landauer, Inc. and its subsidiaries. The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “LDR.”

Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure and the leading domestic provider of outsourced medical physics services. The Company is organized intothreereportable business segments: Radiation Measurement, Medical Physics and Medical Products.   The Medical Products business was divested in May 2016.

4

Radiation Measurement

Radiation Measurement has been the core business for over 60 years. The Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries in which radiation poses a potential threat to employees. Landauer’s services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from customers, and the analysis and reporting of exposure findings. These services are provided to approximately 1.8 million individuals globally. In addition to providing analytical services, the Company maysell dosimetry detectors and reading equipment to large customers that want to manage their own dosimetry programs, or into smaller international markets in which it is not economical to establish a direct service.

The majority of Radiation Measurement revenues are realized from radiation measurement services and other services incidental to radiation dose measurement. The Company enters into agreements with customers to provide them with radiation measurement services, generally for a twelve-month period. Such agreements generally have a high renewal rate, resulting in customer relationships that are generally stable and recurring. As part of its services, the Company provides to its customers radiation detection badges, which are produced and owned by the Company. The badges are worn for a period selected by the customer (“wear period”), which is usually one, two, or three months in duration. At the end of the wear period, the badges are returned to the Company for analysis. The Company analyzes the badges that have been worn and provides the customer with a report indicating their radiation exposures. The Company recycles certain badge components for reuse, while also producing replacement badges on a continual basis.

The Company offers its service for measuring the dosages of x-ray, gamma radiation and other penetrating ionizing radiations to which the wearer has been exposed, primarily through badges, which contain OSL material, and are worn by customer personnel. This technology is marketed under the trade names Luxel+® and InLight®.

A key component of the Company’s dosimetry system is OSL crystal material. Radiation Measurement operates a crystal manufacturing facility in Stillwater, Oklahoma. The Company’s base OSL material is manufactured utilizing a proprietary process to create aluminum oxide crystals in a unique structure that is able to retain charged electrons following the crystal’s exposure to radiation.

Radiation Measurement’s InLight dosimetry system provides in-house and commercial laboratories with the ability to provide in-house radiation measurement services using OSL technology. InLight services may involve a customer acquiring dosimetry devices as well as analytical reading equipment from the Company. The system is based on the Company’s proprietary technology and instruments. The InLight system allows customers the flexibility to tailor their precise dosimetry needs.

Radiation Measurement’s RadWatch and RadLight system provides the military and first responder user with a portable, field-ready option for tactical radiation monitoring using OSL technology. RadWatch and RadLightare offered through a joint venture with Yamasato, Fujiwara, Higa & Associates, Inc. (“YFH”), doing business as Aquila Group, a small business supplier to the International Atomic Energy Agency and the U.S. Military. The Company provides dosimetry parts to Aquila Group for their military contract.  RadWatch and RadLight solution fulfills a recognized gap for acquiring a legal dose of record for radiation emergency response teams.

Other radiation measurement-related services augment the basic radiation measurement services that the Company offers, providing administrative and informational tools to customers for the management of their radiation safety programs.

Medical Physics

Medical physics services are provided through the Company’s Landauer Medical Physics (“LMP”) division. In November 2009, Landauer completed its first LMP acquisition by acquiring Global Physics Solutions, Inc. (“GPS”). Landauer acquired five regional practices from 2010 to 2012 to augment the LMP operations. With primary offices in Illinois and New York, LMP has operations throughout the United States (“U.S.”).

5

The Company uses LMP as a platform to expand into the medical physics services market, serving domestic hospitals, radiation therapy centers and imaging centers. LMP is the leading nationwide service provider of clinical physics support, equipment commissioning and accreditation support and imaging equipment testing. Clinical physics support is provided by medical physicists, who individually focus on either imaging or therapeutic medical physics. Imaging physicists are concerned primarily with the radiation delivered by imaging equipment, image quality and compliance with safe practices in nuclear pharmacies. Therapeutic physicists are concerned with the safe delivery of radiation in cancer treatment. Therapeutic physicists contribute to the development of therapeutic techniques, collaborate with radiation oncologists to design treatment plans, and monitor equipment and procedures to ensure that cancer patients receive the prescribed dose of radiation to the correct location. Both specialties are aligned with critical treatment trends in the continued increase in utilization of radiation for the diagnosis and treatment of disease. The ability to target treatments and reduce the impact of surgical procedures is often aided by imaging and therapeutic techniques. The Company reports the operating results of LMP in the Medical Physics reporting segment.

Medical Products

Landauer divested the Medical Products business  in May 2016. The Medical Products business was a provider of high quality medical consumable accessories used in radiology, radiation therapy, and image guided surgical procedures. Medical products ranged from consumables used with magnetic resonance imaging (“MRI”), computed tomography (“CT”), and mammography technologies to highly engineered passive reflective markers used during image guided surgical procedures.

Landauer believes that its business is largely dependent upon the Company’s technical competence, the quality, reliability and price of its services and products, and its prompt and responsive service.

A summary of selected financial data for Landauer for the last five fiscal years is set forth in Part II – Item 6. “Selected Financial Data.” Financial information about geographic areas and segments is provided in Part II –  Item 8. “Notes to Consolidated Financial Statements.”

Marketing and Sales

Landauer’s Radiation Measurement services and products are marketed in the U.S. and Canada primarily by full-time Company personnel located in 11 sales regions.  The Company’s non-U.S. and CanadianRadiation Measurement services and products are marketed through its wholly-owned subsidiaries operating in the United Kingdom, France and Sweden, its joint ventures in Japan and Turkey and its consolidated subsidiaries in Brazil, Australia, Mexico and China. Other firms and individuals market the Company’s radiation measurement products and services on a distributorship or commission basis, generally to small customers or in geographic regions in which the Company does not have a direct presence.

Worldwide, the Company’s Radiation Measurement segment serves approximately 51,000customers representing approximately 1.8 million individuals annually. The customer base is diverse and fragmented with no single customer representing greater than 2% of revenue. Typically, a customer will contract on a subscription basis for one year of service in advance, representing monthly, bimonthly, quarterly, semi-annual or annual badges, readings and reports. Customer relationships in the radiation measurement market are generally stable and recurring. Details of the Company’s revenue recognition and deferred contract revenue policy are set forth in Part II – Item 7.  “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Critical Accounting Policies and Estimates.”

The Company’s U.S. and CanadianRadiation Measurement services are largely based on the Luxel+ dosimeter system in which all analyses are performed at the Company’s laboratories in Glenwood, Illinois. Luxel+ employs the Company’s proprietary OSL technology. The Company’s InLight dosimetry system enables certain customers to make their own measurements using OSL technology.

6

For most radiation dosimetry laboratories operating around the world, the laboratory must maintain accreditation with a regulatory body to provide the user with a formal record of dose – a process that is expensive and time consuming. By combining the implementation of an InLight system in the laboratory and “dose of record” determination by Landauer or a Landauer affiliated and accredited facility, the user can provide its workers with the periodic radiation safety management infrastructure without the need to maintain its own accreditation. Additionally, dosimetry management software options provide the ability to measure the incremental radiation dose of workers at regular intervals over long periods of time.

InLight also forms the basis for Landauer’s operations in Europe, Asia, and Latin America and other future operations that might occur where local requirements preclude using a U.S. or other foreign-based laboratory.

Medical Physics outsourced services are marketed to hospitals and free-standing cancer centers or free-standing imaging centers across the U.S.The Company’s medical physicists partner with other healthcare professionals to deliver services to address evolving technology, safety and regulatory needs, with the objective of improving patient outcomes through safe and effective use of radiation in medicine. The services are marketed to radiation oncology and imaging customers by a team of business development professionals supported by LMP’s senior leadership and physicists.

Seasonality

The services provided by the Company to its Radiation Measurement customers are on-going and are of a subscription nature. As such, revenues are recognized in the periods in which such services are rendered, irrespective of whether invoiced in advance or in arrears. Given the subscription nature of Radiation Measurement services, quarterly revenues are fairly consistent.

There is no identifiable seasonality to the Company’s Medical Physics or Medical Products (for the periods owned) segments as their services and products are utilized in radiographic, radiation therapy and surgical procedures that are performed throughout the year.

International Activities

Information regarding the Company’s activities by geographic region is contained in Part II –  Item 8. “Notes to Consolidated Financial Statements.”

Patents, Proprietary Technologies and Licenses

The Company holds exclusive worldwide licenses to patent rights for certain technologies that measure and image radiation exposure to crystalline materials when stimulated with light. These licenses were acquired by the Company from Oklahoma State University (“OSU”) as part of collaborative efforts to develop and commercialize a new generation of radiation dosimetry technology. The underlying patents for these licenses expire in 2023.  The OSU patents are specific to the stimulation process, imaging and data interpretation. As of September 30, 2016, the Company is using OSL technology to provide dosimetry services to the majority of its domestic and international customers. Landauer from time to time evaluates the continued need and benefits of licensing certain patent rights and may discontinue such licenses in instances where Landauer does not believe that such licenses remain necessary.

Additionally, the Company holds certain patents generated from the Company’s research and development activities that relate to various dosimeter designs, radiation measurement materials and methods, optical data storage techniques using aluminum oxide, and marking technologies used in radiology, radiation therapy and image-guided procedures.These patentsexpire between 2017 and 2035.

Rights to inventions of employees working for the Company are assigned to the Company.

7

Raw Materials

The Company has multiple sources for most of its raw materials and supplies, and believes that the number of sources and availability of these items are adequate. Landauer internally produces certain of its required materials, such as OSL detector materials and plastic badge holders. All crystal materials used in the Company’s OSL technology are produced at the Company’s crystal manufacturing facility in Stillwater, Oklahoma. The InLight dosimetry system and its components are manufactured by a Japanese company under an exclusive agreement. The Company sources the RadWatch and RadLight analytical instrument sold for military and emergency radiological response applications from its joint venture partner, YFH, on a sole source basis. The Company sources a key component of its medical products from a sole supplier. If the Company were to lose availability of its Stillwater facility or materials from its sole suppliers due to a fire, natural disaster or other disruptions, such loss could have a material adverse effect on the Company and its operations.

Competition

In the U.S., the Company competes against a number of dosimetry service providers. One of these providers is a division of Mirion Technologies, Inc., a significant competitor with substantial resources. Other competitors in the U.S. that provide dosimetry services tend to be smaller companies, some of which operate on a regional basis. Most government agencies in the U.S., such as the Department of Energy and Department of Defense, have their own in-house radiation measurement services, as do many large private nuclear power plants. Outside of the U.S., radiation measurement activities are conducted by a combination of private entities and government agencies.

The Company competes on the basis of advanced technologies, competent execution of these technologies, the quality, reliability and price of its services, and its prompt and responsive performance. The Company’s InLight dosimetry system competes with other dosimetry systems based on the technical advantages of OSL methods combined with an integrated systems approach featuring comprehensive software, automation and value. Changing market demand for combining active and passive dosimetry will be redefining the competition and the opportunities going forward.

Medical Physics outsourced services representa large fragmented market where LMP has many small competitors. In addition, many facilities directly employ full-time physicists as an alternative for obtaining services from an outsourced provider. LMP competes with other outsourced medical physicists by having responsive regional practices that are backed by the safety, stability and standards of a global company. LMP offers a complementary alternative for clients who require support for their full-time staff in meeting patient care needs.

Research and Development

The Company’s technological expertise has been an important factor in its growth. The Company regularly pursues product improvements to maintain its technical position. The development of OSL dosimetry, announced in 1994, was funded by the Company in its collaborative effort with Battelle Memorial Institute and OSU. The Company commercialized this technology beginning in 1998 and has converted most of its customers to the technology.  Current research efforts are focused on developing the VerifiiTM digital dosimetry platform (“Verifii”), a wireless wearable dosimeter with built-in compliance.  Verifii dosimeters will connect, collect, and display exposure levels for frequent readings on laptops and mobile devices and will provide data to radiation safety officers for timely review and action.  The Verifii dashboards will provide instant access to enterprise data or individual exposure readings.

The Company also participates regularly in several technical professional societies, both domestic and international, that are active in the fields of health physics and radiation detection and measurement.

The Company’s Medical Products segment has a product development process, which focuses on identifying products that will increase the accuracy of procedures and reduce procedural time. Current research efforts are focused on radiology products, which reduce radiation exposure to physicians and patients, as well as products that increase the accuracy of imaging by using reference markers.

8

The Company spent $4.0 million, $4.6 million, and $5.8 million in research and development activities during fiscal 2016, 2015 and 2014, respectively.

Regulatory Matters

Domestic and International Regulations

The Company manufactures and markets products that are medical devices subject to regulation by numerous government agencies, including the U.S. Food and Drug Administration (“FDA”), and similar regulatory bodies outside the U.S. FDA regulations, and similar regulations outside the U.S., govern the following activities that the Company performs and will continue to perform: product design and development; document and purchasing controls; production and process controls; acceptance controls; product testing; product manufacturing; product safety; product labeling; product storage; recordkeeping; complaint handling; pre-market clearance; advertising and promotion; and product sales and distribution.

FDA pre-market clearance and approval requirements. Unless an exemption applies, each medical device the Company wishes to commercially distribute in the U.S. will require either prior 510(k) clearance or pre-market approval from the FDA. The FDA classifies medical devices into one of three classes. Devices deemed to pose lower risks are placed in either class I or II, which requires the manufacturer to submit to the FDA a pre-market notification to commercially distribute the device. This process is generally known as 510(k) clearance. Some low- risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in class III and require pre-market approval. All of the Company’s current products are either class I or class II devices.

Pervasive and continuing U.S. regulation.After a device is placed on the market in the U.S., numerous regulatory requirements apply. These include, but are not limited to:

· Quality System Regulation (“QSR”), which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, documentation and other quality assurance procedures during product design and throughout the manufacturing process;

· Labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label uses and against making false and misleading claims; and

· Medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur.

The FDA has broad post-market and regulatory enforcement powers. Failure to comply with FDA requirements could result in criminal and civil penalties. The Company is subject to unannounced inspections by the FDA to determine its compliance with QSR and other regulations. The Company’s subcontractors also may be subject to FDA inspection. Refer to the following risk factors set forth in Item 1A. “Risk Factors” for additional information regarding FDA regulations that may impact the Company:

· “The Company’s medical device business is subject to many laws and government regulations governing the manufacture and sale of medical devices, including the FDA’s 510(k) clearance process.”

· “The Company’s medical device business is subject to unannounced inspections by the FDA to determine our compliance with FDA requirements.”

9

The Company’sMedical Physics business is subject to regulation by the U.S. Department of Health and Human Services and similar local, state and foreign health regulatory agencies. As a result of applicable regulatory requirements the Company’s arrangements with physicians and other health care professionals or entities must be structured appropriately to comply with applicable law, including but not limited to the federal Anti-kickback Statute. The Company may also be subject to certain transparency reporting requirements related to any payments or other transfers of value to physicians or teaching hospitals under the federal Physician Payment Sunshine Act and similar state laws. In addition, the Company may need to comply with applicable requirements of federal and state privacy and data security laws with respect to health care and other personally identifiable information that they may access, use, disclose, create, receive, transmit or maintain when conducting business. Finally, changes in health care delivery and reimbursement structures, particularly those brought about by federal and state health reform in the U.S., may impact the Company. Various penalties and sanctions exist for violations of these laws, including fines, imprisonment and exclusion from doing business with federal agencies in the U.S.  Refer to the following risk factors set forth in Item 1A. “Risk Factors” for additional information regarding healthcare fraud and abuse, reimbursement, privacy and data security laws and policies that may impact the Company:

· “The current United States and state health reform legislative initiatives, and similar initiatives outside the United States, could adversely affect our operations and business condition.”

· “The applicable healthcare fraud and abuse, privacy, and data security laws and regulations, along with the increased enforcement environment, may lead to an enforcement action targeting the Company, which could adversely affect our business.”

Recently released U.S. accreditation standards.  The Joint Commission (“TJC”) released new and revised Diagnostic Imaging Services Requirements (“Imaging Standards”) for accredited hospitals, critical access hospitals and certain ambulatory health care organizations that took effect July 1, 2015. The Imaging Standards incorporate recommendations from imaging experts, professional associations and accredited organizations about areas that must be evaluated to ensure the safe delivery of diagnostic imaging services, including the following:

· Requirements for annual performance evaluations of advanced imaging modalities (CT, Nuclear Medicine, magnetic resonance and positron emission tomography) by a medical physicist or MRI scientist (for MRI only);

· Inspecting, testing and maintaining medical equipment; and

· Ongoing annual education and training for CT and magnetic resonance technologists on radiation dose and patient safety concerns and screening criteria.

The revised TJC requirements also specify that the radiation dose of every CT exam must be recorded, and that high radiation dose incidents must be evaluated against industry benchmarks. Although not directly applicable to the Company, these new standards may increase the need for the services of the Company’s Medical Physics business by existing customers, or result in the acquisition of new customers. The Company’s inability to comply with these Imaging Standards when providing such services to customers, however, may adversely impact the Company. See the following risk factor in Item 1A. “Risk Factors:” “The applicable healthcare fraud and abuse, privacy, and data security laws and regulations, along with the increased enforcement environment, may lead to an enforcement action targeting the Company, which could adversely affect our business.”

International Regulations. Outside the U.S., similar requirements and procedures related to the marketing of medical devices exist and must be complied with. For example, in the European Union (“EU”), medical devices must meet minimum standards of performance, safety and quality, and follow one of several conformity assessment routes, depending on their classification. Some of these conformity assessment routes involve an assessment and certification by a notified body. Manufacturers indicate compliance with applicable EU medical device regulations by preparing a Declaration of Conformity and by applying a CE Mark to their medical devices before placing them on the market in the EU. An appropriate quality system is required and manufacturers must report certain product and safety-related information to government agencies of individual EU Member States. Various penalties and sanctions exist in different EU Member States for non-compliance with EU medical device regulations and related requirements, for example with respect to data protection and privacy.

10

Environmental Regulations

The Company believes that it complies with international, federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment or otherwise protecting the environment. This compliance has not had, nor is it expected to have, a material effect on the capital expenditures, financial condition, liquidity, results of operations, or competitive position of the Company.

Other Governmental Regulations

Many of the Company’s technology-based services must comply with various national and international standards that are used by regulatory and accreditation bodies for approving such services and products. These accreditation bodies include, for example, the National Voluntary Laboratory Accreditation Program in the U.S. and governmental agencies, generally, in international markets. Changes in these standards and accreditation requirements can result in the Company having to incur costs to adapt its offerings and procedures. Such adaptations may introduce quality assurance issues during transition that need to be addressed to ensure timely and accurate analyses and data reporting. Additionally, changes affecting radiation protection practices, including new understandings of the hazards of radiation exposure and amended regulations, may impact how the Company’s services are used by its customers and may, in some circumstances, cause the Company to alter its products and delivery of its services.

Employees and Labor Relations

As of September 30, 2016, the Company employed approximately 600 full-time employees worldwide, of which 182 employees were in the Company’s Medical Physics segment. None of the Company’s employees are represented by labor organizations. The Company believes that it generally maintains good relations with employees at all locations.

Available Information

Our annual reports 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 amended(the “Exchange Act”) may be accessed free of charge through the Company’s website,  www.landauer.com/investor, as soon as reasonably practicable after they arefiled electronically with, or furnished to, the SEC.  We are providing the address to our internet site solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this report. A copy of any of these reports is available free of charge upon the written request from any shareholder. Requests should be submitted to the following address: Landauer, Inc., Attention: Corporate Secretary, 2 Science Road, Glenwood, Illinois 60425.

Pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, Landauer, Inc. has complied with the New York Stock Exchange requirement to provide an annual CEO certification no later than 30 days following the Company’s annual meeting.

Item 1A.  Risk Factors.

In addition to factors discussed elsewhere in this Annual Report on Form 10-K, set forth below are certain risks and uncertainties that could adversely affect the Company’s results of operations or financial condition and cause actual results or events to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.

11

We rely on a single facility for the primary manufacturing and processing of our dosimetry services and products.

The Company conducts its primary dosimetry manufacturing and laboratory processing operations and performs significant functions for some of its international operations from a single facility in Glenwood, Illinois. If the Company were to lose availability of this facility due to fire, natural disaster or other disruptions, the Company’s operations could be significantly impaired. Despite the Company’s business continuity preparedness efforts, there can be no assurance that such plan could ensure the Company’s ability to rapidly respond to a disaster. Although the Company maintains business interruption insurance, there can be no assurance that the proceeds of such insurance would be sufficient to offset any loss the Company might incur or that the Company would be able to retain its customer base if operations were so disrupted.

Increased IT security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and services.

Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training; comprehensive monitoring of our networks and systems; and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information; improper use of our systems and networks; manipulation and destruction of data; defective products; production downtimes; and operational disruptions, which in turn could adversely affect our reputation, competitiveness, and operating results.

We rely on a single source for the manufacturing of crystal material, a key component in our OSL technology, and a single vendor for the manufacturing of InLight products.

Crystal material is a key component in Landauer’s OSL technology. The Company operates a single crystal manufacturing facility in Stillwater, Oklahoma that currently supplies all OSL crystal radiation measurement material used by the Company. Although multiple sources for raw crystal material exist and inventory levels provide a significant reduction of risk, there can be no assurance that the Company could secure another source to produce finished crystal materials to Landauer’s specification in the event of a disruption at the Stillwater facility. The InLight dosimetry system and its components are manufactured by Panasonic Communications Company (“Panasonic”) under an exclusive agreement. If the Company were to lose availability of its Stillwater facility or materials from Panasonic due to a fire, natural disaster or other disruptions, such loss could have a material adverse effect on the Company and its operations.

If we are not successful in the development or introduction of new technologies and products, our financial condition and results of operations could be materially and adversely affected.

The Company’s radiation measurement business is a mature business and the number of workers being monitored for radiation exposure has not grown in recent years. Additionally, economic pressures can adversely affect the value of occupational measurement perceived by customers or increase pricing pressures. The Company believes that the development and introduction of new technologies and products will be essential to help counter these pressures. The development and introduction of new products generally requires substantial and effective research, development and marketing expenditures, some or all of which may be unrecoverable if the new products do not gain market acceptance.  New product development itself is inherently risky, as research failures, competitive barriers arising out of the intellectual property rights of others, launch and production difficulties, customer rejection and unexpectedly short product life cycles may occur even after substantial effort and expense on our part.  Even in the case of a successful launch of a new product, the ultimate benefit we realize may be uncertain.

12

In addition, the Company regularly pursues improvements to existing products to maintain its technical position. The adaptability of OSL to new platforms and new formats, the usefulness of older technologies and the introduction of new technologies by the competition all also present various risks to the Company’s business. The failure or lack of market acceptance of a new or updated technology or the inability to respond to market requirements for new technologies could adversely affect the Company’s operations or reputation with customers. The cancellation of technology projects or the cessation of use of an existing technology could result in write-downs and charges to the Company’s earnings.

We may fail to adequately protect our customer data.

We may fail to adequately protect our customer data. In the normal course of operations, we collect and maintain confidential data from our customers. Our failure to adequately preserve the security of this data, whether due to technological failures or errors in or deviations from our data maintenance policies and procedures, could result in data loss or corruption. If we fail to adequately maintain and protect our customer data, we could be exposed to government enforcement actions or potential litigation from our customers and could face risk for loss or breach of customer data under state privacy laws or applicable data privacy laws outside the U.S. Additionally, our reputation could be harmed, and we could lose existing and have difficulty attracting new customers, all of which could adversely affect our operating results.

If we are unable to successfully execute business development activities and diversification such as the acquisition and integration of strategic businesses, our on-going business and results of operations may be adversely affected.

A growth strategy of the Company is to explore opportunities to selectively enhance its business through development activities, such as strategic acquisitions, investments and alliances. The Company may not be able to identify appropriate acquisition candidates or successfully negotiate, finance or integrate acquisitions. Covenants in the Company’s revolving credit facility may also limit the amount and types of indebtedness that it may incur to finance acquisitions. If the Company is unable to make further acquisitions, it may be unable to realize its growth strategy. Additionally, if the Company is unable to successfully manage acquisition risks, future earnings may be adversely affected. Acquisitions and other business development activities involve various significant challenges and risks, including the following:

· Difficulty in acquiring desired businesses or assets on economically acceptable terms;

· Difficulty in integrating new employees, business systems and technology;

· Difficulty in consolidating facilities and infrastructure;

· Potential need to operate and manage new lines of business;

· Potential loss of key personnel;

· Diversion of management’s attention from on-going operations;

· Realization of satisfactory returns on investments; and

· Disputes with strategic partners, due to conflicting priorities or conflicts of interest.

Development activities could result in the incurrence of debt, contingent liabilities, interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges related to integration costs. If the Company is unable to successfully integrate and manage businesses that it acquires within expected terms and in a timely manner, its business and results of operations could be adversely affected.

13

Unforeseen problems with the stabilization and maintenance of our equipment and information systems could interfere with our operations.

In the normal course of its business, the Company must record and process significant amounts of data quickly and accurately and relies on various computer and telecommunications equipment and information technology systems. Any failure of such equipment or systems could adversely affect the Company’s operations.

Certain of our operations are conducted through joint ventures in which we rely significantly on our joint venture partners.

A substantial portion of the Company’s operations are conducted through joint ventures with third parties. In Australia, Brazil, China, and Mexico, the Company has a controlling interest in the related joint ventures. The Company has a 50% equity interest in Nagase-Landauer, Ltd.(“Nagase”), a radiation measurement company located in Japan,a 50% equity interest in Epsilon-LandauerDozimetri, a radiation measurement company located in Turkey, as well as a 49% equity interest in YFH, located in New Mexico. In all of these joint ventures and others, the Company relies significantly on the services and skills of its joint venture partners to manage and conduct the local operations and ensure compliance with local laws and regulations. If the joint venture partners were unable to perform these functions adequately, the Company’s operations in such regions could be adversely affected.

There can be no assurances that our operations will generate cash flows in an amount sufficient to enable us to pay our indebtedness.

The Company’s ability to make scheduled payments on its existing or future debt obligations and fund operations will depend on its future financial and operating performance. While the Company believes it will continue to have sufficient cash flows to operate its businesses, there can be no assurances that its operations will generate sufficient cash flows to enable it to pay its remaining indebtedness or to fund its other liquidity needs. If the Company cannot make scheduled payments on its debt, the Company will be in default and, as a result, among other things, all outstanding principal and interest under its revolving credit facility will automatically be due and payable which could force the Company to liquidate certain assets or substantially restructure or alter its business operations or debt obligations. Moreover, if the Company is unable to obtain additional capital or if its current sources of financing are reduced or unavailable, the Company may be required to eliminate or reduce the scope of its plans for expansion and growth and this could affect its overall operations.

If we experience decreasing prices for our goods and services and we are unable to reduce our expenses, our results of operations could suffer.

The Company may experience decreasing prices for the goods and services it offers due to customer consolidation, increased influence of hospital group purchasing organizations, and pricing pressure experienced by its customers from managed care organizations, the Medicare and Medicaid programs and other third-party payers, including outside the U.S. Decreasing prices may also be due to increased market power of its customers as the medical industry consolidates and increased competition among dosimetry and physics services providers. If the prices for its goods and services decrease and it is unable to reduce its expenses, the Company’s results of operations could be adversely affected.

We may be subject to future impairment losses due to potential declines in the fair value of our assets.

As a result of acquisitions and capital expenditures, the Company has goodwill, intangible assets and fixed assets on our balance sheets. The Company tests goodwill, intangible assets and fixed assets for impairment on a periodic basis as required and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events or changes that could require the Company to test its goodwill, intangible assets and fixed assets for impairment include a reduction in the Company’s stock price and market capitalization, changes in estimated future cash flows and changes in rates of growth in the Company’s industry or in any of the Company’s reporting units.

The potential for goodwill impairment is increased during a period of economic uncertainty. To the extent the Company acquires a company at a negotiated price based on anticipated future performance, subsequent market

14

conditions may result in the acquired business performing at a lower level than was anticipated at the time of the acquisition. Any of these charges would reduce our operating results and could cause the price of our common stock to decline. A slowing recovery in the U.S., a prolonged recovery or second recession in Europe, and slowing growth in the global economy may result in declining performance that would require the Company to examine its goodwill for potential additional impairment.

The Company will continue to evaluate the carrying value of the remaining goodwill, intangible assets and fixed assets, and if it determines in the future that there is a potential further impairment, the Company may be required to record additional losses, which could materially and adversely affect operating results.

Restrictions in our revolving credit facility could adversely affect our business, financial condition, and results of operations.

The Company has a committed $140.0 million, secured revolving credit facility syndicated with a group of commercial banks that expires on August 2, 2018.  The Company reduced the commitment from $175.0 million to $140.0 million in December 2016 based on the Company’s forecast of excess borrowing capacity through August 2, 2018.

The facility also contains certain financial covenants, which were amended in June 2014. The maximum leverage ratio covenant is 3.50 to 1.00 for the remaining loan. The minimum fixed charge coverage ratio covenant is 1.10 to 1.00 for the remaining loan. The facility’s interest rate is equal to the London Interbank Offered Rate (“LIBOR”) plus a margin of between 1.25% and 2.50% and for the base rate a margin of between 0.25% and 1.50%.

If the Company has significant borrowings under the facility and it violates a covenant or an event of default occurs and the lenders accelerate the maturity of any outstanding borrowings and terminate their commitment to make future loans, it could have a material adverse effect on the Company’s business, results of operations and financial condition. There can be no assurance that the Company will be able to comply with its financial or other covenants or that any covenant violations will be waived. In addition, if the Company fails to comply with its financial or other covenants, it may need additional financing in order to service or extinguish its indebtedness. In the future, the Company may not be able to obtain financing or refinancing on terms acceptable to it, if at all.

Our radiation-measurement and technology-based services business is subject to extensive domestic and foreign government regulations, which could increase our costs, cause us to incur liabilities and adversely affect our results of operations.

Regulation, present and future, is a constant factor affecting the Company’s business. The radiation measurement industry is subject to federal, state and international governmental regulation. Unknown matters, new laws and regulations, or stricter interpretations of existing laws or regulations may materially affect the Company’s business or operations in the future and/or could increase the cost of compliance. The equipment commissioning business of LMP, which the Company acquired in November 2009, and the employment of physicists and other healthcare professionals also are subject to federal, state and international governmental regulation and licensing requirements.

Many of the Company’s technology-based services must comply with various domestic and international standards that are used by regulatory and accreditation bodies for approving such services and products. The failure of the Company to obtain accreditation for its services and products may adversely affect the Company’s business, require the Company to alter its products or procedures or adversely affect the market perception of the effectiveness of its services and products. Changes in these standards and accreditation requirements may also result in the Company having to incur substantial costs to adapt its offerings and procedures to maintain accreditations and approvals.  Such adaptations may introduce quality assurance issues during transition that need to be addressed to ensure timely and accurate analyses and data reporting. Additionally, changes affecting radiation protection practices, including new understandings of the hazards of radiation exposure and amended regulations, may impact how the Company’s services are used by its customers and may, in some circumstances, cause the Company to alter its products and delivery of its services.

15

Proposed new EU medical device regulations, and changed enforcement practices, could adversely affect our marketing of medical devices in the EU.

New EU medical device regulations intended to replace the existing EU legal framework are under consideration and may become applicable to medical devices placed on the EU market. The requirements imposed by the proposed new EU medical device requirements, and related implementing regulations or guidelines, may be more stringent and comprehensive than existing requirements, and, if adopted, could adversely affect our marketing of medical devices in the EU. In addition, notified bodies and government agencies in the EU may change their enforcement practices, both with respect to the existing and proposed new regulations, including by performing unannounced inspections to determine compliance with applicable regulation, and by imposing different or more stringent penalties or sanctions. These and other regulatory and enforcement developments in the EU may also have a material adverse effect on our business and reputation.

The current United States and state health reform legislative initiatives, and similar initiatives outside the United States, could adversely affect our operations and business condition.

In both the U.S. and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that might affect the Company’s business. In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the Health Care Reform Law, a sweeping law intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy reforms. This legislation includes reforms and reductions that could affect Medicare reimbursements and health insurance coverage for certain services and treatments. Effective January 1, 2013, the Health Reform Law also imposed a 2.3% excise tax on the sale of certain medical devices by manufacturers or importers in the U.S., and the new American Health Benefit Insurance Exchanges and their qualified health plans began  offering coverage on January 1, 2014. Some states also have pending health reform legislative initiatives. Further, the Joint Select Committee on Deficit Reduction, which was created by the Budget Control Act of 2011, concluded its work in November 2011, and issued a statement that it was not able to make a bipartisan agreement, thus triggering the sequestration process. The sequestration process combined with past and potential future government shutdowns have resulted and may result in spending reductions and have and could result in reduced Medicare, Medicaid and other Federal health care reimbursements for the Company’s services and products. Changes in reimbursements and coverages, including risk-sharing arrangements and quality-based reimbursement initiatives, could adversely affect hospitals and other medical services and products providers, which could result in reduced demand for certain services and products offered by the Company, including services offered by its Medical Physics business.Similarly, as the Health Care Reform Law continues to be implemented various states and large insurance companies continue to make decisions about the extent to which they will participate in the programs offered under the law. Reduced participation could also adversely affect hospitals and other medical services and products providers, which could result in reduced demand for certain services and products offered by the Company, including services offered by its Medical Physics business. The Company cannot predict whether or when future healthcare reform initiatives at the Federal or state level or other initiatives affecting its business will be proposed, enacted, implemented or repealed or what impact those initiatives may have on its business, financial condition or results of operations. The Company’s customers and the other entities with which it has a business relationship could react to these initiatives and the uncertainty surrounding these proposals by curtailing or deferring investments, including those for the Company’s services and products.

16

The applicable healthcare fraud and abuse, privacy, and data security laws and regulations, along with the increased enforcement environment, may lead to an enforcement action targeting the Company, which could adversely affect our business.

Our business is subject to healthcare fraud and abuse laws and regulations including, but not limited to, the Federal Anti-Kickback Statute, state anti-kickback statutes, the Federal False Claims Act, and state false claims acts, as well as similar regulations outside the U.S. Additionally, to the extent the Company maintains financial relationships with physicians and other healthcare providers, the Company may be subject to Federal and state physician payment sunshine laws and regulations, and similar regulations outside the U.S., which require the Company to track and disclose these financial relationships. These and other laws regulate interactions amongst health care entities and with sources of referrals of business, among other things. The Federal Anti-Kickback Statute is a criminal statute that imposes substantial penalties on persons or entities that offer, solicit, pay or receive payments in return for referrals, recommendations, purchases or orders of items or services that are reimbursable by Federal healthcare programs. The False Claims Act imposes liability on any person or entity that submits or causes to be submitted a claim to the Federal government that he or she knows (or should know) is false. The Health Reform Law further provides that a claim submitted for items or services, the provision of which resulted from a violation of the Anti-Kickback Statute, is “false” under the False Claims Act and certain other false claims statutes. In addition, many of the Company’s customers must now comply with the TJC’s new Imaging Standards to maintain accreditation, which among other things, is typically needed to bill and receive payment from government and private payors. To the extent that the Company’s Medical Physics or other businesses provide services subject to these Imaging Standards, it may be adversely affected by potential government enforcement actions, or similar adverse actions by its customers, should its services, or those of its customers, fail to meet the Imaging Standards or reimbursement requirements related to such standards.

Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates.

The Company is subject to income and other taxes in the U.S. and several foreign jurisdictions. Significant judgment is required in evaluating our provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, there could be changes in the valuation of our deferred income tax assets and liabilities; or changes in the relevant tax, accounting, and other laws, regulations, principles and interpretations. The Company is subject to audits in various jurisdictions, and such jurisdictions may assess additional tax against us. Although the Company believes our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation, or the effects of a change in tax policy in the U.S. or international jurisdictions where we do business, could have a material effect on our operating results in the period or periods for which that determination is made.

As a portion of our business is conducted outside of the United States, adverse international developments could negatively impact our business and results of operations.

The Company conducts business in numerous international markets such as Australia, Brazil, Canada, China, France, Germany, Japan, Mexico, Sweden, Turkey and the United Kingdom.  Foreign operations are subject to a number of special risks, including, among others, currency exchange rate fluctuations; disruption in relations; changes in a specific country’s or region’s political, social or economic conditions; political and economic unrest; trade barriers; exchange controls; expropriation; restrictions on the Company’s ability to own or operate subsidiaries; the burden of complying with numerous and potentially conflicting laws; and changes in laws and policies, including those governing foreign owned operations.

Fluctuations in currency exchange rates could adversely affect our results.

The Company is exposed to market risk, including changes in foreign currency exchange rates. The financial statements of the Company’s non-U.S. subsidiaries are remeasured into U.S. dollars monthly using the U.S. dollar as the reporting currency. To date, the market risk associated with foreign currency exchange rates has not been material in relation to the Company’s financial position, results of operations or cash flows. These risks could increase, however, as the Company expands in international markets.

17

Several of our current and potential competitors have significantly greater resources and increased competition could impair sales of our products.

The Company competes on the basis of advanced technologies, competent execution of these technologies, the quality, reliability and price of its services and its prompt and responsive performance. In much of the world, radiation measurement activities are conducted by a combination of private entities and governmental agencies. The Company’s primary radiation measurement and medical physics competitor in the U.S., Global Dosimetry Solutions, a division of Mirion Technologies, is large, has substantial resources, and has been particularly active in recent years in soliciting business from the Company’s customers.

Our failure to attract, motivate and retain qualified and key personnel to support our business may have a material adverse effect on our business plans, prospects, results of operations and financial condition.

The Company’s success depends, in large part, upon the talent and efforts of key individuals including highly skilled scientists, physicists and engineers, as well as experienced senior management, sales, marketing and finance personnel. Competition for these individuals is intense and there can be no assurance that the Company will be successful in attracting, motivating, or retaining key personnel. The loss of the services of one or more of these senior executives or key employees, or the inability to continue to attract these personnel may have a material effect on its business plans, prospects, results of operations and financial condition. The Company’s continued ability to compete effectively depends on its ability to attract new skilled employees and to retain and motivate its existing employees.

The Medical Physics business involves the delivery of professional services and is highly labor-intensive. Its success depends largely on its general ability to attract, develop, motivate and retain highly skilled licensed medical physicists. Further, the Company must successfully maintain the right mix of physicists with relevant experience and skill sets as it expands into new service offerings, and as the market evolves. The loss of a significant number of its physicists, the inability to attract, hire, develop, train and retain additional skilled personnel, or not maintaining the right mix of professionals could have a serious negative effect on the Company, including its ability to manage, staff and successfully complete its existing engagements and obtain new engagements. Qualified physicists are in great demand, and the Company faces significant competition for both senior and junior physicists with the requisite credentials and experience. The Company’s principal competition for talent comes from other outsourced medical physicist firms, hospitals and free-standing radiation therapy centers. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths or geographic locations than those of the Company. Therefore, the Company may not be successful in attracting and retaining the skilled physicists it requires to conduct and expand its operations successfully. Increasing competition for these revenue-generating physicists may also significantly increase the Company’s labor costs, which could negatively affect its margins and results of operations.

We could be subject to professional liability lawsuits, some of which we may not be fully insured against or reserved for, which could adversely affect our financial condition and results of operations.

In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing, and vicarious liability for acts of their employees or independent contractors. In addition, the level and effect of radiation being administered by certain radiation equipment is also attracting increased scrutiny and giving rise to patient safety claims. Many of these lawsuits involve large claims and substantial defense costs. As the Company increases its presence in the healthcare industry, through the Medical Physics business, it could be exposed to litigation or subject to fines, penalties or suspension of services relating to the compliance with regulatory requirements.

18

Our business could be negatively affected as a result of actions of activist shareholder Gilead Capital, LP.

On November 22, 2016, Gilead Capital LP (together with its affiliates, “Gilead”) filed a Schedule 13D with the SEC, reporting a 5% ownership of the Company’s outstanding shares of Common Stock. On November 28, 2016, Gilead filed a Schedule 13D/A (Amendment No. 1) with the SEC, suggesting that it intended to run a slate of directors in opposition to the Board’s nominees at the 2017 annual meeting of the Company’s stockholders. If Gilead nominates a slate of directors, and does not subsequently withdraw its nominations, a proxy contest is likely to occur and it may require us to incur legal fees and proxy solicitation expenses in addition to those normally expended for a solicitation. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

The Company owns three adjacent buildings totaling approximately 59,100 square feet in Glenwood, Illinois, about 30 miles south of Chicago, leases a 23,600 square foot warehouse in Chicago Heights, Illinois and leases 6,100 square feet of office space in Chicago. The properties house the Company’s administrative offices, information technology resources, and laboratory, assembly and reading operations. The properties and equipment of the Company are in good condition and, in the opinion of management, are suitable and adequate for the Company’s operations. For its Radiation Measurement operations, the Company leases a crystal growth facility in Stillwater, Oklahoma and laboratories in Australia, Brazil, China, France, Mexico, Sweden, and Turkey, as well as a sales office in England. The Company leases offices in New York, North Carolina and Missouri for its Medical Physics operations.

Item 3.  Legal Proceedings.

The Company is a party, from time to time, to various legal proceedings, lawsuits and other claims arising in the ordinary course of its business. The Company does not believe that any such litigation pending as of September30, 2016, if adversely determined, would have a material effect on its business, financial position, results of operations, or cash flows.

Item 4.  Mine Safety Disclosures.

Not Applicable.

19

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “LDR.” The following table shows, for the periods indicated, the high and low sales prices per share of the Company’s common stock and dividends paid per share for each quarterly period during the last two fiscal years:

Year	Quarter		High		Low		Dividends  Paid Per Share
2016
	First	$	41.69	$	28.35	$	0.275
	Second	$	33.39	$	26.99	$	0.275
	Third	$	41.25	$	31.65	$	0.275
	Fourth	$	49.74	$	37.89	$	0.275
2015
	First	$	36.25	$	32.02	$	0.550
	Second	$	38.78	$	27.87	$	0.550
	Third	$	37.38	$	29.36	$	0.275
	Fourth	$	42.90	$	34.31	$	0.275

The Board of Directors continually reviews the appropriateness of the quarterly cash dividends policy and its status is reviewed based on future earnings, capital requirements and financial condition. On  November 30, 2016, the Board of Directors declared a cash dividend of $0.275 per common share.

As of December 9, 2016, there were 218 shareholders of record.

20

Issuer Purchases of Equity Securities

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter endedSeptember 30, 2016:

Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
October 1 - October 31, 2015	608	$	39.58	-	-
November 1 - November 30, 2015	278		40.83	-	-
December 1 - December 31, 2015	433		37.01	-	-
Quarter ended December 31, 2015	1,319	$	39.00	-	-
January 1 - January 31, 2016	-		-	-	-
February 1 - February 29, 2016	342		29.12	-	-
March 1 - March 31, 2016	-		-	-	-
Quarter ended March 31, 2016	342	$	29.12	-	-
April 1 - April 30, 2016	1,157		33.35	-	-
May 1 - May 31, 2016	1,206		35.05	-	-
June 1 - June 30, 2016	-		-	-	-
Quarter ended June 30, 2016	2,363	$	34.22	-	-
July 1 – July 31, 2016	-		-	-	-
August 1 – August 31, 2016	-		-	-	-
September 1 – September 30, 2016	5,422		44.49	-	-
Quarter ended September 30, 2016	5,422	$	44.49	-	-

^(a) This column includes the deemed surrender of existing shares of the Company’s common stock to the Company by stock-based compensation plan participants to satisfy the exercise price or tax liability of employee stock awards at the time of exercise or vesting. These surrendered shares are not part of any publicly announced share repurchase program.

21

Performance Graph

The following graph reflects a comparison of the cumulative total return (change in stock price plus reinvested dividends) assuming $100 invested in: (a) Landauer’s common stock, (b) the S&P Smallcap 600 index, (c) the S&P Smallcap 600 industry index represented by a group of health care services companies, (d) a group of twenty-one health care and equipment services companies discussed in further detail below, (e) a group of life science tool companies composed of ticker symbols QGEN, SIAL, BRKR, PKI, TMO, A, WAT, FEIC and MTD, and (f) a group of detection/test and measurement companies composed of ticker symbols OSIS, VAR and ASEI during the period from September 30, 2011 through September 30, 2016.

The Company included the group of health care and equipment services companies as an additional benchmark for investors. Management believes this new peer group will be helpful to investors, because it represents a set of companies based on Landauer’s GICS code (3510 – Health Care Equipment and Services), with annual revenues and capitalizations comparable to Landauer, and whose primary business focuses on either (1) design and manufacturing of medical devices and/or (2) diagnostic, analytic, imaging and/or testing services in the life sciences and health care markets.The resulting group of twenty-one companies is composed of Abaxis, ABIOMED, Accuray, Affymetrix, AngioDynamics, ATRION, BioTelemetry, Cardiovascular Systems, CryoLife, Endologix, Exactech, ICU Medical, LDR Holding, Luminex, Meridian Bioscience, Natus Medical, Nxstage Medical, Quidel, RTI Surgical, Spectranetics and Vascular Solutions.

The comparisons in the following table are historical and are not intended to forecast or be indicative of possible future performance of Landauer’s common stock.

	Value of Investment at September 30,
(Dollars)	2011		2012		2013		2014		2015		2016
Landauer, Inc.	$	100	$	125.64	$	112.32	$	76.00	$	88.57	$	109.96
S&P Smallcap 600 Index		100		133.35		175.37		185.44		192.51		227.39
S&P Smallcap 600 Health Care Services Index		100		149.41		172.76		197.18		229.33		247.13
Health Care Equipment & Services		100		120.85		141.05		158.08		190.71		248.62
Life Sciences Tools		100		120.84		169.10		203.95		205.31		261.66
Detection/Test & Measurement		100		125.46		146.95		151.91		143.81		180.94

22

23

Item 6.  Selected Financial Data.

(Dollars in Thousands, Except per Share)	2016		2015		2014		2013		2012
Operating results:
Net revenues	$	149,239	$	151,314	$	155,062	$	149,690	$	152,102
Operating income (loss)(1)		26,641		23,699		(39,987)		3,389		27,707
Net income (loss) attributable to Landauer, Inc.		17,753		14,543		(25,203)		2,782		18,546
Basic net income (loss) per share	$	1.86	$	1.52	$	(2.65)	$	0.28	$	1.96
Diluted net income (loss) per share	$	1.85	$	1.52	$	(2.65)	$	0.27	$	1.95
Weighted average diluted shares outstanding		9,569		9,540		9,524		9,482		9,437
Cash dividends per share	$	1.10	$	1.65	$	2.20	$	2.20	$	2.20
Total assets	$	190,816	$	208,744	$	216,586	$	274,706	$	300,271
Long-term debt	$	109,100	$	133,385	$	133,585	$	142,785	$	141,347

(1)Results include additional expenses related to goodwill and other intangible assets impairment charges of $62,188 and $22,700 recorded in fiscal 2014 and fiscal 2013, respectively.

24

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with Item 6. “Selected Financial Data” and our annual audited consolidated financial statements and related notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties. Refer to Part I–  “Forward-Looking Statements” and Item 1A. “Risk Factors.”  for additional information.

Executive Overview

Landaueris a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, and the leading domestic provider of outsourced medical physics.  The Company operates in three primaryreporting segments (Radiation Measurement, Medical Physics, and Medical Products) and one functional group (Corporate).

· Radiation Measurement.The Company’s Radiation Measurement segment is a mature business and growth in the number of customers in existing markets is modest. In recent years, the Company’s strategy has been to expand into new international markets, primarily by partnering with existing dosimetry service providers with a prominent local presence. In addition, the Company has leveraged its OSL technology with product introductions (including InLight®,  RadWatch® and RadLight®) to gain access to markets where the Company previously did not have a significant presence, such as smaller in-house and commercial laboratories, nuclear power facilities, tactical military and first responder measurement and hospitals to support measurement of patient exposure to radiation. Revenue growth in recent years has occurred as a result of entry into new markets through joint ventures and acquisitions, modest unit growth, sale of InLight equipment and badges, RadWatch and RadLight, and new ancillary opportunities. The continued pressure on the cost structure of our healthcare clients and the impact of healthcare reform has resulted in increased pricing pressure with the Company’s healthcare customer base, which is expected to continue into the future.

· Medical Physics.The Company’s Medical Physics segment provides therapeutic and imaging physics services to hospitals, free-standing imaging centers and radiation therapy centers ina large fragmented market. We expect market growth in general to be driven by the increased use of radiation in the provision of healthcare; trends toward the outsourcing of medical physics services in healthcare settings; and a contraction in thedomestic supply of qualified medical physicists.Increased customer spending, in response toThe Joint Commission’s new Diagnostic Imaging requirements that became effective for hospitals and ambulatory care centers on July 1, 2015,is expected to drive future growth.

· Medical Products.The Medical Products business was divested in May 2016.  The Company’s Medical Products segmentwas a provider ofmedical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. Medical Products’ medical accessories ranged from consumables used with MRI, CT, and mammography technologies to highly engineered passive reflective markers used during image guided surgery procedures.

Corporate expenses for shared functions, including corporate management, corporate finance and human resources, are recognized in the Corporate functional group. In addition, acquisition and reorganization costs are included in Corporate expenses and are not allocated to the reporting segments.

25

The following table summarizes the Company’s consolidated results of operations for the periods presented. The results include additional expenses related to goodwill and other intangible assets impairment chargesrecorded during 2014 and acquisition and reorganization costs recorded during 2015 and2014.

Consolidated Results of Operations
	Fiscal Year Ended September 30,						% Change Higher/Lower
(Dollars in Thousands, Except per Share)	2016		2015		2014		2016 vs. 2015		2015 vs. 2014
Revenues:
Service revenues	$	130,614	$	128,771	$	127,698	1.4	%	0.8	%
Product revenues		18,625		22,543		27,364	(17.4)	%	(17.6)	%
Total revenues		149,239		151,314		155,062	(1.4)	%	(2.4)	%
Costs and expenses:
Service costs		66,795		63,876		61,649	4.6	%	3.6	%
Product costs		6,966		8,709		12,506	(20.0)	%	(30.4)	%
Total cost of sales		73,761		72,585		74,155	1.6	%	(2.1)	%
Gross profit		75,478		78,729		80,907	(4.1)	%	(2.7)	%
Selling, general and administrative expense		48,837		53,989		54,904	(9.5)	%	(1.7)	%
Goodwill and other intangible assets impairment charge		-		-		62,188	-	%	(100.0)	%
Acquisition and reorganization costs		-		1,041		3,802	(100.0)	%	(72.6)	%
Operating income (loss)		26,641		23,699		(39,987)	12.4	%	(159.3)	%
Equity in income of joint ventures		1,483		2,307		2,939	(35.7)	%	(21.5)	%
Interest expense, net		(3,419)		(4,370)		(3,424)	(21.8)	%	27.6	%
Other income (expense), net		3,648		(314)		(26)	NM		NM
Income (loss) before taxes		28,353		21,322		(40,498)	33.0	%	(152.6)	%
Income tax expense (benefit)		9,899		6,273		(15,800)	57.8	%	(139.7)	%
Net income (loss)		18,454		15,049		(24,698)	22.6	%	(160.9)	%
Less:  Net income attributed to noncontrolling interest		701		506		505	38.5	%	0.2	%
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)	22.1	%	(157.7)	%
Net income (loss) per share attributed to Landauer, Inc. shareholders:
Basic	$	1.86	$	1.52	$	(2.65)	22.4	%	(157.4)	%
Weighted average basic shares outstanding		9,526		9,511		9,524
Diluted	$	1.85	$	1.52	$	(2.65)	21.7	%	(157.4)	%
Weighted average diluted shares outstanding		9,569		9,540		9,524

26

Results of Operations

Comparison of the Fiscal Years Ended September 30, 2016 and 2015

Revenues for fiscal 2016 were $149.2 million, a decrease of $2.1 million, or 1.4% compared to revenues of $151.3 million for fiscal 2015. Revenues in the Radiation Measurement segment decreased $1.8 million, which was primarily due to the Radon business that was divested in September 2015, resulting in a $4.6 million reduction in revenues.  In addition, unfavorable foreign currency translation rates reduced revenues by $2.0 million.  Domestic Radiation Measurement services revenues increased 2.4% and product sales to the Company’s joint venture in Japan increased $2.2 million, partially offsetting the impact of the Radon business divestiture and the foreign currency rates.The remaining increase in revenues in the Radiation Measurement segment related primarily to growth in international revenues. Revenues in the Medical Physics segment increased $3.8 million, primarily driven by a $3.0 millionincrease in imaging services as well as a $1.0 million increase in therapy services. Revenues in the Medical Products segment decreased $4.1 million primarily due to the divestiture of this business in May 2016.

Gross margin for fiscal 2016was 50.6% compared to 52.0% for fiscal 2015. Gross margin in the Radiation Measurement segment increased by 0.1%, however, consolidated gross profits have decreased due to the growth in Medical Physics revenues which realize lower gross profits than Radiation Measurement.

Selling, general and administrative expenses for fiscal 2016 were $48.8 million, a decrease of $5.2 million, or 9.5%, compared to $54.0 million for fiscal 2015.  Operating expenses in Corporate and the Radiation Measurement segment decreased $3.2 million primarily due to professional fees and due to the reduction in expenses resulting from the Radon business divestiture.  Operating expenses in the Medical Products segment decreased $1.9 million due to the divestiture of this business in May 2016.

Operating income for fiscal 2016 was $26.6 million, compared to operating income of $23.7 million for fiscal 2015. The increase in operating income was primarily due to the $5.2 million decrease in selling, general and administrative expenses, offset by the reduction in gross profit resulting from the May 2016 divestiture of the Medical Products segment.

Equity in income of joint ventures for fiscal 2016 was $1.5 million, a decrease of $0.8 million compared to $2.3 million for fiscal 2015.  Product sales by our joint venture, Aquila, were impacted by the timing of military sales.  In addition, equity in income of joint ventures decreased due to lower profit on product sales to our joint venture in Japan.

Interest expense, net for fiscal 2016was $3.4 million, a decrease of $1.0 million, or 21.8%, compared to interest expense, net of $4.4 million for fiscal 2015.  The decrease was due tohigher investment and interest income.

Other income for fiscal 2016 includes a $4.1 million pre-tax gain on sale of the Medical Products business that was divested in May 2016 for net cash proceeds of $10.1 million.

The effective tax rate for fiscal 2016was 34.9%, or a $9.9 million provision, compared to 29.4%, or a $6.3 million provision, for fiscal 2015. The increase in the fiscal 2016effective tax rate wasprimarily due to the mix of earnings between jurisdictions with differing tax rates and the valuation allowance recorded to offset the tax impact of capital losses generated from divestitures.

Net income attributed to Landauer, Inc. for fiscal 2016 was $17.8 million compared to net income of $14.5 million for fiscal 2015. The increase in net income was driven by the gain on sale of the Medical Products business and stronger operating margins, partially offset by a higher effective tax rate.

27

Radiation Measurement Segment

Radiation Measurement revenues for fiscal 2016 were $104.2 million, a decrease of $1.8 million, or 1.7%, compared to revenues of $106.0 million for fiscal 2015. The decrease in revenues was primarily due to the Radon business that was divested in September 2015, resulting in a $4.6 million reduction in revenues.In addition, unfavorable foreign currency translation rates reduced revenues by $2.0 million.  Domestic Radiation Measurement services revenues increased 2.4% and product sales to the Company’s joint venture in Japan increased $2.2 million, partially offsetting the impact of the Radon business divestiture and the foreign currency rates.  The remaining increase in revenues in the Radiation Measurement segment related primarily to growth in international revenues.

Radiation Measurement operating income for fiscal 2016 was $37.8 million, an increase of $2.2 million,  or 6.2%, compared with operating income of $35.6 million for fiscal 2015. The increase in operating income was due to lower selling, general and administrative expenses.

Medical Physics Segment

Medical Physics revenues for fiscal 2016 were $39.2 million, an increase of $3.8 million, or 10.7%, compared to revenues of $35.4 million for fiscal 2015. The increase in revenue was primarily attributable to increased imaging servicesof $3.0 million, driven by higher demand for the Company’s solutions for The Joint Commission’s new Diagnostic Imaging requirements that became effective for hospitals and ambulatory care centers on July 1, 2015. In addition, therapy services revenue increased $1.0 million.

Medical Physics operating income for fiscal 2016 was $3.2 million, an increase of $0.1 million, or 2.4%, compared with operating income of $3.1 million for fiscal 2015.

Medical Products Segment

Medical Products revenues decreased to$5.8 million for fiscal 2016 from $9.9 million for fiscal 2015 as a result of the divestiture that occurred in May 2016.

Medical Products operating income for fiscal 2016 was $1.1 million, compared to operating income of $1.5 million for fiscal 2015.  

Corporate Selling, General and Administrative Expenses

Corporate selling, general and administrative expenses reflect costs associated with supporting the Company, including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology management, as well as other costs required to support the Company. Corporate expenses for fiscal 2016 were $15.5 million, a decrease of $1.1 million, or 6.8%, compared to $16.6 million for fiscal 2015. The decrease was primarily due to a $1.0 million reduction in reorganization costs.

Comparison of the Fiscal Years Ended September 30, 2015 and 2014

Revenues for fiscal 2015 were $151.3 million, a decrease of $3.8 million, or 2.4%, compared to revenues of $155.1 million for fiscal 2014. Revenues in the Radiation Measurement segment decreased $7.6 million, which was primarily due to an unfavorable foreign currency impact of $5.3 million and a decrease in product sales to the military of $2.2 million. Revenues in the Medical Physics segment increased $3.2 million, primarily driven by a $2.2 million increase in imaging services as well as a $1.5 million increase in commissioning services. Revenues in the Medical Products segment increased $0.6 million primarily due to the full year impact from a modest acquisition in December 2013.

Gross margin for fiscal 2015 was 52.0% compared to 52.2% for fiscal 2014. Gross margin in the Radiation Measurement segment increased by 1.2%, due to an improved mix of higher margin service revenues versus lower margin product revenues. Gross margin in the Medical Physics segment increased by 0.3%, primarily due to an

28

increase in higher margin commissioning revenues. Gross margin in the Medical Products segment decreased by 1.3%, due to continued Spherz pricing pressure.

Selling, general and administrative expenses for fiscal 2015 were $54.0 million, a decrease of $0.9 million, or 1.7%, compared to $54.9 million for fiscal 2014, primarily due to lower amortization expense and lower research and development expenses, partially offset by higher professional fees and sales and marketing spending. Amortization expense decreased $1.8 million as a result of impairments recorded in fiscal 2014 to reduce the carrying value of intangible assets in the Medical Products segment. Changes in foreign currency rates resulted in a $1.6 million decrease in expenses. Research and development expenses decreased $1.2 million due to early-stage design services incurred in fiscal 2014 to support the Verifii next generation dosimetry platform that were not present in fiscal 2015. Audit, legal and other professional fees increased $2.0 million in the current year primarily associated with the fiscal 2014 Form 10-K restatement and accounting control issues. Sales and marketing spending increased approximately $1.5 million to support growth initiatives in the Radiation Measurement segment.

Operating income for fiscal 2015 was $23.7 million, compared to an operating loss of $40.0 million for fiscal 2014. The increase in operating income was primarily due to the $62.2 million goodwill and other intangible assets impairment charge recorded in fiscal 2014 that was not present in fiscal 2015 and a $2.8 million reduction in acquisition, reorganization and nonrecurring costs.

Equity in income of joint ventures for fiscal 2015 was $2.3 million, a decrease of $0.6 million, or 21.5%, compared to $2.9 million for fiscal 2014. The decrease resulted primarily from the unfavorable foreign currency impact on equity earnings from our joint venture in Japan.

Interest expense, net for fiscal 2015 was $4.4 million, an increase of $0.9 million, or 27.6%, compared to interest expense, net of $3.4 million for fiscal 2014. The increase was due to lower investment and interest income.

The effective tax rate for fiscal 2015 was 29.4%, or a $6.3 million provision, compared to 39.0%, or a ($15.8) million benefit, for fiscal 2014. The decrease in the fiscal 2015 effective tax rate was primarily due to the retroactive enactment of the research and development credit for calendar year 2014 in the first fiscal quarter of 2015, the mix of earnings between jurisdictions with differing tax rates and the realization of an unrecognized tax benefit.

Net income attributed to Landauer, Inc. for fiscal 2015 was $14.5 million compared to a net loss of $25.2 million for fiscal 2014. The increase in net income was driven primarily by the fiscal 2014 impairment charges that were not present in fiscal 2015.

Radiation Measurement Segment

Radiation Measurement revenues for fiscal 2015 were $106.0 million, a decrease of $7.6 million, or 6.7%, compared to revenues of $113.6 million for fiscal 2014. The decrease in revenues was primarily due to the unfavorable impact of changes in foreign currency exchange rates of $5.3 million and a decrease in product sales to the military of $2.2 million.

Radiation Measurement operating income for fiscal 2015 was $35.6 million, a decrease of $2.6 million, or 6.8%, compared with operating income of $38.2 million for fiscal 2014. The decrease in operating income was primarily due to $0.7 million in lower military sales in fiscal 2015, and a $1.7 million sale of custom equipment to Canada in fiscal 2014. In addition, the net impact of unfavorable foreign currency exchange rates on revenues and operating expenses was $1.3 million.

Medical Physics Segment

Medical Physics revenues for fiscal 2015 were $35.4 million, an increase of $3.2 million, or 9.9%, compared to revenues of $32.2 million for fiscal 2014. The increase in revenue was primarily attributable to increased imaging services of $2.2 million, driven by higher demand for the Company’s solutions for The Joint Commission’s new Diagnostic Imaging requirements that became effective for hospitals and ambulatory care centers on July 1, 2015. In addition, commissioning revenue increased by $1.5 million due to a higher volume of projects. These increases were partially offset by a decrease in therapy services of $0.5 million.

29

Medical Physics operating income for fiscal 2015 was $3.1 million, an increase of $1.3 million, or 72.2%, compared with operating income of $1.8 million for fiscal 2014. The increase in operating income was primarily due to higher imaging and commissioning services revenue.

Medical Products Segment

Medical Products revenues for fiscal 2015 were $9.9 million, an increase of $0.6 million, or 6.5%, compared to revenues of $9.3 million for fiscal 2014. The increase was primarily due to the full year impact of a modest acquisition in December 2013.

Medical Products operating income for fiscal 2015 was $1.5 million, compared to an operating loss of $62.6 million for fiscal 2014. The increase in operating income was due to the $62.2 million goodwill and other intangible assets impairment charge recorded in fiscal 2014 that was not present in fiscal 2015.

Corporate Selling, General and Administrative Expenses

Corporate selling, general and administrative expenses reflect costs associated with supporting the Company, including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology management, as well as other costs required to support the Company. Corporate expenses for fiscal 2015 were $16.6 million, a decrease of $0.9 million, or 5.1%, compared to $17.5 million for fiscal 2014. The decrease was primarily due to a reduction in reorganization costs of $2.4 million in fiscal 2015 compared to the prior year, partially offset by higher legal, audit and other professional fees of $2.0 million recorded in the current year as a result of the fiscal 2014 Form 10-K restatement and the fees incurred to remediate the internal control deficiencies.

Liquidity and Capital Resources

Cash and cash equivalents decreased $2.0 million to $13.3 million during fiscal 2016.  The Company’s primary sources of liquidity are cash flows from operating activities and funds available under its syndicated credit facility. As of September 30, 2016, the Company had $65.9 million of unused availability under itscurrent $175.0 million credit facility and was in compliance with all covenants.The change in cash and cash equivalents is as follows:

(Dollars in Thousands)		2016		2015		2014
Net cash provided by (used in):
Operating activities	$	31,540	$	28,253	$	36,685
Investing activities		1,779		(2,278)		(7,216)
Financing activities		(35,279)		(16,523)		(30,905)
Effect of foreign currency translation		(69)		(899)		(475)
Net (decrease) increase in cash and cash equivalents	$	(2,029)	$	8,553	$	(1,911)

Net cash provided by operating activities for fiscal 2016 was $31.5 million, a 11.3%  increase compared to $28.3 million for fiscal 2015. The increase was primarily due to lower spending on selling, general and administrative expenses.

Net cash provided by investing activities for fiscal 2016 was $1.8 million, a  change of $4.1 million compared to $2.3 million used in investing activities for fiscal 2015.  The $4.1 million change was primarily due to the proceeds of $10.1 million from the disposition of the Medical Products business in fiscal 2016 compared to the proceeds of $7.0 million received from the disposition of the Radon business in fiscal 2015.

Net cash used in financing activities for fiscal 2016was $35.3 million,a  change of $18.8 million compared to $16.5 million for fiscal 2016.Cash flows from financing activities are comprised primarily of long-term borrowings on the credit facility, repayments of long-term borrowings and payments of cash dividends to shareholders. The $18.8 million change in financing activities was primarily due to $24.1 million in higher net repayments of debt facilitated by the cash proceeds received from the disposition of the Medical Products and Radon businesses.  In addition, the

30

Company expects to pay down debt over the next four to five years as it realizes its $17.5 million to $21.0 million cash tax benefit resulting from the disposal of the Medical Products business.  

During fiscal 2016, the Company paidcash dividends of $10.6 million, or $1.10 per share, compared to $15.9 million, or $1.65 per share, during fiscal 2015. The Company reduced its quarterly dividend payment from $0.55 per share in the previous quarters to $0.275 per share during the third fiscal quarter of 2015.

Borrowings under the credit agreement are classified as long-term debt.The balance outstanding under the Company’s credit agreement was $109.1 million and $133.4 million as of September 30, 2016 and 2015, respectively. Interest expense on the borrowings was $3.9 million, $3.8 million and $4.0 million for the fiscal years ended September 30, 2016, 2015 and 2014, respectively. The weighted average interest rate for the base and LIBOR rate was 2.9%, 2.7% and 2.6% for fiscal 2016, 2015 and 2014, respectively. The applicable interest rate for the base and LIBOR rate separately was 4.75%  and 2.77% per annum at September 30, 2016 and 4.75% and 2.69% per annum at September 30, 2015.

The Company expects to meet short-term liquidity requirements (including capital expenditures) through net cash from operating activities and cash on hand. As of September 30, 2016, long-term liquidity requirements consist primarily of obligations under the long-term debt obligations. The Company does not have any required debt repayments until August 2, 2018, when the credit facility expires. Management expects that cash flows from operations and available lines of credit will be sufficient to support both the Company’s current operations and its anticipated debt obligations for the foreseeable future.Due to the significant repayments of debt in fiscal 2016 and the Company’s forecasted free cash flows, the Company reduced its credit facility from $175.0 million to $140.0 million in December 2016.  As a result of the reduction in the credit facility, the Company expects to reduce its annual unused credit facility fees by approximately $0.1 million.

Contractual Obligations

The Company has various contractual obligations, which are recorded as liabilities in our consolidated financial statements. Other items, such as purchase commitments and other executory contracts are not recognized as liabilities in our consolidated financial statements but are required to be disclosed in the footnotes to the financial statements. For example, the Company is contractually committed to make certain minimum lease payments for the use of property under operating lease agreements.

31

The following table summarizes our significant contractual obligations and commitments on an undiscounted basis at September 30, 2016,  and the future periods in which such obligations are expected to be settled in cash. In addition, the table reflects the timing of principal and interest payments on outstanding borrowings based on their contractual maturities. Additional details regarding these obligations are provided in the Notes to Consolidated Financial Statements, as referenced in the table:

	Scheduled Payments by Period
(Dollars in Thousands)	Total		2017		2018-19		2020-21		Thereafter
Long-term debt (Note 10)	$	109,100	$	-	$	109,100	$	-	$	-
Estimated interest on long-term debt (1)		5,601		3,055		2,546		-		-
Operating leases		3,183		830		1,447		906		-
Purchase obligations (2)		8,705		8,298		407		-		-
Dividends (3)		2,815		2,815		-		-		-
Pension and postretirement benefits (Note 12) (4)		4,268		417		853		857		2,141
Severance		302		302		-		-		-
Total obligations	$	133,974	$	15,717	$	114,353	$	1,763	$	2,141

(1)Estimated interest expense on the corresponding long-term debt using a variable interest rate of 2.8% for the current outstanding borrowing facility at September 30, 2016 with no planned repayment until the expiration date in August 2018.

(2)Includes accounts payable at September 30, 2016 and other agreements to purchase goods or services including open purchase orders; also includes the remaining contractual obligations associated with the Company’s IT platform enhancement.

(3)Cash dividends in the amount of $0.275 per share were declared on August18, 2016.The dividend was paid on October 5, 2016.

(4)Includes estimated future benefit payments for supplemental key executive retirement plans and a terminated retirement plan that provides certain retirement benefits payable to non-employee directors. The amounts are actuarially determined, which includes the use of assumptions, and may vary significantly from expectations.

The Company is not able to reasonably estimate the ultimate timing of the payments or the amount by which its uncertain tax positions of $1.5 million will be settled. Therefore, the liability is excluded from the preceding table. See Note 9 to the Consolidated Financial Statements for additional information regarding the Company’s income taxes.

Off-Balance Sheet Arrangements

At September 30, 2016, the Company had no off-balance sheet financing or other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing or other debt arrangements or for other contractually narrow or limited purposes.

32

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires that management apply accounting policies and make estimates and assumptions that affect the results of operations and the amounts of assets and liabilities reported in the financial statements, as well as related disclosures. Management discusses these policies, estimates and assumptions with its accounting and disclosure governance committee on a regular basis and provides periodic updates on management decisions to the Audit Committee of the Landauer Board of Directors. Critical accounting policies are those that are most important to the portrayal of a company’s financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the application ofthe accounting policies described belowrequire significant judgments and estimates on the part of management in the preparation of the Company’s financial statements and accompanying notes.For a summary of our significant accounting policies, including the accounting policies discussed below, see Note 1 to the Consolidated Financial Statements.

Revenue Recognition and Deferred Contract Revenue

The majority of Radiation Measurement revenues are realized from radiation measurement services and other services incidental to radiation dose measurement. The measuring and monitoring services provided by the Company to its customers are of a subscription nature and are continuous. The Company views its business in the Radiation Measurement segment as services provided to customers over a period of time and the wear period is the period over which those services are provided. Badge production, wearing of badges, badge analysis, and report preparation are integral to the benefit that the Company provides to its customers. These services are provided to customers on an agreed-upon recurring basis (monthly, bi-monthly, quarterly, semi-annually or annually) that the customer chooses for the wear period. Revenue is recognized on a straight-line basis over the wear period. Revenues are recognized over the periods in which the customers wear the badges irrespective of whether invoiced in advance or in arrears. To a lesser degree, the Company provides equipment and sells badges to smaller distributors and joint ventures. Radiation Measurement segment product revenues are recognized upon delivery of goods when title and risk of loss pass to customers.

The Company, through its Medical Physics segment, offers full scope medical physics services to hospitals and radiation therapy centers. Services offered include, but are not limited to, clinical physics support in radiation oncology, commissioning services, special projects support and imaging physics services. Delivery of medical physics services can be of a contracted, recurring nature or as a discrete project with a defined service outcome. Recurring services often are provided on the customer’s premises by a full-time employee or fraction of a full-time employee. These services are recognized as revenue on a straight-line basis over the life of the contract unless there is another discernable pattern as the services are rendered. Fee for service revenue is recognized when the service is delivered.

Contracted services are billed on an agreed-upon recurring basis, either in advance or arrears of the service being delivered. Customers may be billed monthly, quarterly, or at some other regular interval over the contracted period. The amounts recorded as deferred contract revenue represent invoiced amounts in advance of delivery of the service. Management believes that the amount of deferred contract revenue fairly represents remaining business activity with customers invoiced in advance. Fee for service revenue is typically associated with much shorter contract periods, or with discrete individual projects, and revenue is recognized upon completion of the project and customer acceptance.

The Medical Products business was divested in May 2016. The Medical Products segment offered a broad product portfolio ranging from consumables used with MRI, CT, and mammography technologies to highly engineered consumable passive reflective markers used during image guided surgery procedures. The Medical Products segment recognized revenues upon shipment or delivery of goods when title and risk of loss pass to customers.

33

Property, Plant & Equipment and Other Assets

Maintenance and repairs are charged to expense and renewals and betterments are capitalized. Plant and equipment and other assets, primarily dosimetry badges, are recorded at cost and are depreciated or amortized on a straight-line basis over the estimated useful lives, which are primarily 30 years for buildings, 3 to 8 years for equipment, 5 to 10 years for internal software and 30 months to 8 years for dosimetry devices. The Company assesses the carrying value and the remaining useful lives of its property, plant, equipment and other assets when events or circumstances indicate the carrying value may not be recoverable or the estimated useful life may no longer be appropriate. Factors that could trigger this review include competitive conditions, government regulations and technological changes. Any change in the carrying value or estimated useful lives of property, plant, equipment and other assets could materially impact the Company’sresults of operation, financial position and liquidity.

The Company capitalizes costs of software which is acquired, internally developed, or modified solely to meet the Company’s internal needs. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Costs incurred during the preliminary project stage as well as training costs and maintenance costs during the post implementation-operation stage are expensed. Capitalized costs of software amounted to $0.4 million and $0.7 million for fiscal 2016and 2015, respectively.

Goodwill and Other Intangible Assets

The Company’s intangible assets include purchased customer lists, licenses, patents, trademarks, tradenames and goodwill. Purchased customer lists are recorded at cost and are amortized on a straight-line basis over estimated useful lives, which range from 4 to 15 years. Patents and licenses are also recorded at cost and are amortized on a straight-line basis over their useful lives, which range from 10 to 20 years. Tradenames have both definite lives up to 10 years and indefinite lives. The Company acquired goodwill primarily from its acquisitions of Landauer-Europe, SAPRA-Landauer, LMP and IZI Medical Products, LLC (which was part of the Medical Products business divested in May 2016) as well as other smaller investments. Goodwill has an indefinite life.

Goodwill and certain intangible assets with indefinite lives are reviewed annually for impairment and more frequently if an event occurs or circumstances change that would require the Company to perform an interim review. The Company has three reporting units: Radiation Measurement; Medical Physics; and Medical Products.

Goodwill impairment testing first requires a comparison between the carrying value and fair value of a reporting unit with associated goodwill. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit. The Company estimates the fair value of the reporting units using the income approach and the market approach. If the Company believes that the fair value of a reporting unit exceeds its carrying value by a substantial margin, the Company may perform a qualitative analysis instead.

If the fair value of a reporting unitexceeds its carrying amount, goodwill of the reporting unitis considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unitexceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’sgoodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’sgoodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unitis allocated to all of the assets and liabilities of that reporting unit(including any unrecognized intangible assets) as if the reporting unithad been acquired in a business combination, and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

34

The Company estimated the fair value of the Radiation Measurement and Medical Physics reporting units as of September 30, 2016 using the income approach and the market approach, and no impairment charges resulted. In the income approach, the Company utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by the reporting segments and then discounting these cash flows to present value reflecting the relevant risks associated with the reporting unit and the time value of money. This approach requires the use of significant estimates and assumptions, including long-term projections of future cash flows, market conditions, discount rates reflecting the risk inherent in future cash flows, revenue growth, perpetual growth rates and profitability, among others.

The market approach is primarily comprised of comparable companies. This approach compares the subject segment to selected reasonably similar companies whose securities are actively traded in the public markets. For companies providing services similar to those provided by the Company, the income and market approaches will generally provide the most reliable indications of value because the value of such companies is more dependent on their ability to generate earnings than on the value of the individual assets.

The Company completed an impairment test for Medical Products as of June 30, 2014 when it became apparent that anticipated revenue and profitability trends in Medical Products were not being achieved to the extent forecasted. Based on the testing performed, the Company recorded a non-cash impairment charge of $62.2 million, of which $41.4 million related to goodwill and $20.8 million related to intangible assets for the fiscal year ended September 30, 2014.  The Medical Products business was divested in May 2016.

Intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill. The Company uses valuation techniques in estimating the initial fair value of acquired intangible assets. These valuations are primarily based on the present value of the estimated net cash flows expected to be derived from the intangible assets, discounted for assumptions such as future customer attrition. The Company evaluates intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Therefore, changes such as higher or earlier-than-expected customer attrition or obsolescence of technology may result in higher future amortization charges or an impairment charge for intangible assets. See Note 7 to the Consolidated Financial Statements for additional information regarding the value of goodwill and other intangible assets.

Income Taxes

The Company estimates the income tax provision for income taxes that are currently payable and records deferred income tax assets and liabilities for the temporary differences in tax consequences between the financial statements and tax returns. Temporary differences result from, among other events, revenues, expenses, gains, or losses that are included in taxable income of an earlier or later year than the year in which they are recognized in financial statement income. These deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred income tax assets will not likely be recovered from future taxable income, a valuation allowance is established against such deferred income tax assets. The Company has no indefinite reinvestment assertions on its foreign earnings and profits.

Management exercises significant judgment in the valuation of its current and deferred income tax assets and liabilities. The Company recognizes the financial statement effects of its tax positions in its current and deferred income tax assets and liabilities when it is more likely than not that the position will be sustained upon examination by a taxing authority. Management considers, among other factors, the Company’s current and past performance, the market environment in which the Company operates, and tax planning strategies. Further, the Company provides for income tax issues not yet resolved with federal, state, local, and foreign tax authorities. The Company assesses and updates its tax positions when significant changes in circumstances occur, which may cause a change in judgment about the likelihood of realizing the deferred items. Changes in circumstances or judgment about tax positions may cause a change in the Company’s uncertain tax position. Variations in the actual outcome of these future tax consequences could materially impact the Company’s results of operations,financial position and liquidity.  See Note 9 to the Consolidated Financial Statementsfor additional information regarding the Company’s income taxes.

35

Defined Benefit Pension and Other Postretirement Benefit Plans

The defined benefit pension and other postretirement benefit plans were frozen as of March 2009. The pension expenses and benefit obligations recorded for the Company’s defined benefit plans are dependent on actuarial assumptions. These assumptions include discount rates, expected return on plan assets, interest costs, expected compensation increases, benefits earned, mortality rates, and other factors. Management reviews the plan assumptions on an annual basis to ensure that the most current, relevant information is considered. During fiscal 2014, the Company adopted the RP-2014 mortality tables and the Mortality Improvement Scale MP-2014 published by the Society of Actuaries’ Retirement Plans Experience Committee. The pension expense for fiscal year 2014 was derived based on the 2013 IRS Static Mortality table, while the pension expense for fiscal years 2016 and 2015 was derived based on the RP-2014 Mortality Table with Scale MP, to reflect future mortality improvements. If actual results vary considerably from those that are expected or if future changes are made to these assumptions, the amounts recognized for these plans could change significantly.

The weighted-average assumed discount rates used to determine plan expenses were 4.15% for pension benefits and 3.43% for other benefits in fiscal 2016, compared to4.14% for pension benefits and 3.40% for other benefits in fiscal 2015. For fiscal 2016 expense, the expected long-term rate of return of plan assets was 6.50%, unchanged from fiscal 2015. In establishing the rate, management considered the historical rates of return and the current and planned asset classes of the plan investment portfolio. The weighted-average discount rate used to determine benefit obligations at September 30, 2016 was 3.38%, 3.04%, 3.30% and 2.35% for Pension, Key Executive SERP, Manager SERP and Directors plans, respectively, under “Pension Benefits” in the “EmployeeBenefit Plans” footnote of this Annual Report on Form 10-K. The weighted-average discount rate used to determine benefit obligations under “Other Benefits” was  2.76% at September 30, 2016.  Comparatively, the weighted-average discount rates used to determine benefit obligations at September 30, 2015 was 4.15%, 3.80%, 4.06% and 2.98% for Pension, Key Executive SERP, Manager SERP and Directors plans, respectively, and the weighted-average discount rate used to determine benefit obligations under “Other Benefits” was  3.43% at September 30, 2015.

The Company recognizes on its balance sheet the amount by which the projected benefit obligations of its defined benefit plans exceed the fair value of plan assets. Subsequent changes in the funded status of the plans as a result of future transactions and events, amortization of previously unrecognized costs, and changes to actuarial assumptions are recognized as an asset or a liability and amortized as components of net periodic pension cost or accumulated other comprehensive income. An increase or decrease in the assumptions or economic events outside of management’s control could have a material effect on the Company’s results of operations or financial condition. See Note 12 to the Consolidated Financial Statementsfor additional information regarding these benefit plans.

Stock-Based Compensation

The Company measures and recognizes compensation cost at fair value for all stock-based awards, net of the estimated impact of forfeited awards. The Company has not granted stock options subsequent to fiscal 2005. The fair values of options were estimated using a Black-Scholes option pricing model. In addition to stock options, key employees and/or non-employee directors are eligible to receive performance shares and restricted stock.

Under the Company’s 2016 Incentive Compensation Plan adopted in February 2016, the fair value of the restricted stock and performance shares granted under the new plan is based on the Company’s closing stock price on the grant date. Stock-based compensation expense for restricted stock is cliff vested and recognized ratably over the vesting period.The terms of performance share awards allow the recipients of such awards to earn a variable number of shares based on the achievement of the performance goals specified in the awards. Stock-based compensation expense associated with performance share awards is cliff vested and recognized based on management’s best estimates of the achievement of the performance goals specified in such awards and the resulting number of shares that are expected to be earned. The Company evaluates on a quarterly basis the progress towards achieving the performance criteria. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards expected to be earned is recognized as compensation cost or as a reduction of cost in the period of the revised estimate. The Company also retains the discretion to make additional awards to executives at other times for recruiting or retention purposes. Stock-based compensation for these awards can be either cliff or graded vested depending on the agreement, and recognized ratably over the vesting period.

36

Forfeitures of awards are estimated at the time of grant and stock-based compensation cost is recognized only for those awards expected to vest. The Company uses historical experience to estimate projected forfeitures. The Company recognizes the cumulative effect on current and prior periods of a change in the forfeiture rate, or actual forfeitures, as compensation cost or as a reduction of cost in the period of the revision. If revisions are made to management’s assumptions and estimates or if actual results vary considerably from those that are expected, stock-based compensation expense could change significantly, impacting the Company’s results of operations or financial condition.  See Note 14 to the Consolidated Financial Statementsfor additional information regarding the Company’s stock-based awards.

Recent Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements for additional information regarding recent accounting pronouncements.

Inflation

The Company strives to reflect the inflationary impact of materials, labor and other operating costs and expenses in its prices. The market for the services and products that the Company offers, however, is highly competitive, and in some cases has limited the ability of the Company to offset inflationary cost increases.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.

The Company is exposed to market risk, including changes in foreign currency exchange rates. The financial statements of the Company’s international subsidiaries are remeasured into U.S. dollars monthly using the U.S. dollar as the reporting currency. To date, the market risk associated with foreign currency exchange rates has not been material in relation to the Company’s financial position, results of operations, or cash flows. These risks could increase, however, as the Company expands in international markets and markets becomes more volatile. The Company estimates that a 10% and 20% adverse change in the underlying foreign currency exchange rates would have decreased reported net income in fiscal 2016 by approximately $0.6 million and $1.1 million, respectively. Historically, the Company believes that adverse changes in foreign exchange rates have not materially impacted its financial condition.

The Company is subject to interest rate risk related to borrowings under the credit facility. The variable rate identified is based on LIBOR plus a calculated margin. See Note 10 to the Consolidated Financial Statementsfor additional information regarding the credit facility.

37

Item 8.  Financial Statements and Supplementary Data.

Index to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	39
Consolidated Balance Sheets	41
Consolidated Statements of Operations	43
Consolidated Statements of Comprehensive Income	44
Consolidated Statements of Stockholders’ Equity	45
Consolidated Statements of Cash Flows	46
Notes to Consolidated Financial Statements	47
Note 1 – Summary of Significant Accounting Policies	47
Note 2 – Fair Value Measurements	53
Note 3 – Acquisition, Reorganization and Non-recurring Costs	54
Note 4 – Disposition of Business	54
Note 5 – Income (Loss) per Common Share	55
Note 6 – Equity in Joint Ventures	56
Note 7 – Goodwill and Other Intangible Assets	57
Note 8 – Accumulated Other Comprehensive Loss	59
Note 9 – Income Taxes	60
Note 10 – Credit Facility	63
Note 11 – Capital Stock	64
Note 12 – Employee Benefit Plans	64
Note 13 – Commitments and Contingencies	69
Note 14 – Stock-Based Compensation	69
Note 15 – Geographic Information	71
Note 16 – Segment Information	71
Note 17 – Related Party Transactions	73
Note 18 – Quarterly Financial Data (unaudited)	74

38

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Landauer, Inc.

Glenwood, Illinois

We have audited the accompanying consolidated balance sheets of Landauer, Inc. and its subsidiaries as of September 30, 2016 and 2015 and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2016. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in the accompanying index. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and schedule.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Landauer, Inc. and its subsidiaries at September 30, 2016 and 2015, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Landauer, Inc.’s internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated December 14, 2016, expressed an unqualified opinion thereon. 

/s/ BDO USA, LLP

Chicago, IL

December 14, 2016

39

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Landauer, Inc.

In our opinion, the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended September 30, 2014 present fairly, in all material respects, the results of operations and cash flows of Landauer, Inc. and its subsidiaries for the year ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) for the year ended September 30, 2014 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.  We conducted our audit of these financial statements 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 the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 2, 2015

40

Landauer, Inc. and Subsidiaries

Consolidated Balance Sheets

As of September 30,

(Dollars in Thousands)	2016		2015
Assets
Cash and cash equivalents	$	13,285	$	15,314
Receivables, net of allowances of $1,296 in 2016 and $1,556 in 2015		31,998		32,412
Inventories		5,670		7,035
Deferred income tax assets - current (Note 9)		2,098		4,871
Prepaid income taxes (Note 9)		764		40
Prepaid expenses and other current assets		2,187		2,081
Total current assets		56,002		61,753
Property, plant and equipment, at cost:
Land and improvements		568		626
Buildings and improvements		4,643		4,905
Internal software		51,173		50,746
Equipment		48,853		48,045
Total property, plant and equipment		105,237		104,322
Accumulated depreciation and amortization		(58,820)		(57,955)
Property, plant and equipment, net		46,417		46,367
Equity in joint ventures (Note 6)		26,174		24,010
Goodwill (Note 7)		33,807		35,072
Intangible assets, net of accumulated amortization of $11,772 in 2016 and $38,662 in 2015		9,297		13,052
Dosimetry devices, net of accumulated depreciation of $6,197 in 2016 and $5,282 in 2015		3,162		3,562
Deferred income tax assets (Note 9)		9,104		16,702
Other assets (Note 2)		6,853		8,226
Total Assets	$	190,816	$	208,744

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

41

Landauer, Inc. and Subsidiaries

Consolidated Balance Sheets

As of September 30,

(Dollars in Thousands)	2016		2015
Liabilities
Accounts payable	$	3,012	$	5,773
Dividends payable (Note 11)		2,815		2,684
Deferred contract revenue		13,932		13,904
Accrued compensation and related costs		9,256		8,603
Accrued severance (Note 3)		302		972
Other accrued expenses		5,181		6,557
Total current liabilities		34,498		38,493
Long-term debt (Note 10)		109,100		133,385
Pension and postretirement obligations (Note 12)		24,833		20,508
Deferred income tax liabilities (Note 9)		86		270
Uncertain income tax liabilities (Note 9)		1,495		2,310
Other non-current liabilities		205		1,451
Total liabilities		170,217		196,417
Commitments and Contingencies (Note 13)
Stockholders’ Equity
Preferred stock, $.10 par value per share, authorized 1,000,000 shares; none issued		-		-
Common stock, $.10 par value per share, authorized 20,000,000 shares; 9,727,264 and 9,641,532issued and outstanding, respectively, in 2016 and 2015 (Note 11)		973		964
Additional paid in capital		43,982		41,531
Accumulated other comprehensive loss		(15,266)		(13,741)
(Accumulated deficit) retained earnings		(10,511)		(17,559)
Landauer, Inc. stockholders’ equity		19,178		11,195
Noncontrolling interest		1,421		1,132
Total stockholders’ equity		20,599		12,327
Total Liabilities and Stockholders’ Equity	$	190,816	$	208,744

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

42

Landauer, Inc. and Subsidiaries 

Consolidated Statements of Operations

For the Years Ended September 30,

(Dollars in Thousands, Except per Share)	2016		2015		2014
Revenues:
Service revenues	$	130,614	$	128,771	$	127,698
Product revenues		18,625		22,543		27,364
Total revenues		149,239		151,314		155,062
Costs and expenses:
Service costs		66,795		63,876		61,649
Product costs		6,966		8,709		12,506
Total cost of sales		73,761		72,585		74,155
Gross profit		75,478		78,729		80,907
Selling, general and administrative expense		48,837		53,989		54,904
Goodwill and other intangible assets impairment charge		-		-		62,188
Acquisition and reorganization costs		-		1,041		3,802
Operating income (loss)		26,641		23,699		(39,987)
Equity in income of joint ventures		1,483		2,307		2,939
Interest expense, net		(3,419)		(4,370)		(3,424)
Other income (expense), net		3,648		(314)		(26)
Income (loss) before taxes		28,353		21,322		(40,498)
Income tax expense (benefit)		9,899		6,273		(15,800)
Net income (loss)		18,454		15,049		(24,698)
Less:  Net income attributed to noncontrolling interest		701		506		505
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Net income (loss) per share attributed to Landauer, Inc. shareholders:
Basic	$	1.86	$	1.52	$	(2.65)
Weighted average basic shares outstanding		9,526		9,511		9,524
Diluted	$	1.85	$	1.52	$	(2.65)
Weighted average diluted shares outstanding		9,569		9,540		9,524

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

43

Landauer, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income(Loss)

For the Years Ended September 30,

	2016
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net income	$	17,753	$	701	$	18,454
Other comprehensive income (loss):
Defined benefit pension and postretirement plans activity, net of taxes of $1,291		(2,038)		-		(2,038)
Unrealized losses on available-for-sale securities, net of taxes of $34		(259)		-		(259)
Foreign currency translation adjustment, net of taxes of ($1,725)		772		2		774
Comprehensive income	$	16,228	$	703	$	16,931
	2015
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net income	$	14,543	$	506	$	15,049
Other comprehensive income (loss):
Defined benefit pension and postretirement plans activity, net of taxes of $418		(711)		-		(711)
Unrealized gains on available-for-sale securities, net of taxes of ($17)		93		-		93
Foreign currency translation adjustment, net of taxes of $1,602		(2,975)		(379)		(3,354)
Comprehensive income	$	10,950	$	127	$	11,077
	2014
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net (loss) income	$	(25,203)	$	505	$	(24,698)
Other comprehensive income (loss):
Defined benefit pension and postretirement plans activity, net of taxes of $2,152		(3,664)		-		(3,664)
Unrealized gains on available-for-sale securities, net of taxes of $4		34		-		34
Foreign currency translation adjustment, net of taxes of $1,188		(2,110)		(111)		(2,221)
Comprehensive (loss) income	$	(30,943)	$	394	$	(30,549)

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

44

Landauer, Inc. and Subsidiaries 

Consolidated Statements of Stockholders’ Equity 

			Landauer, Inc. Stockholders’ Equity
(Dollars in Thousands)	Common Stock Shares		Common  Stock		Additional Paid In Capital		Accumulated Other Comprehensive (Loss) Income		(Accumulated Deficit) Retained Earnings		Non-controlling Interest		Total
Balance September 30, 2013	9,575,926	$	958	$	39,465	$	(4,408)	$	27,412	$	1,585	$	65,012
Stock-based compensation arrangements	1,948		-		852		-		-		-		852
Dividends	-		-		-		-		(21,082)		(499)		(21,581)
Net income	-		-		-		-		(25,203)		505		(24,698)
Foreign currency translation adjustment	-		-		-		(2,110)		-		(111)		(2,221)
Unrealized gains (losses) on available-for-sale securities, net of tax	-		-		-		34		-		-		34
Defined benefit pension and postretirement plans activity, net of tax	-		-		-		(3,664)		-		-		(3,664)
Balance September 30, 2014	9,577,874	$	958	$	40,317	$	(10,148)	$	(18,873)	$	1,480	$	13,734
Stock-based compensation arrangements	63,658		6		1,214		-		-		-		1,220
Dividends	-		-		-		-		(13,229)		(475)		(13,704)
Net income	-		-		-		-		14,543		506		15,049
Foreign currency translation adjustment	-		-		-		(2,975)		-		(379)		(3,354)
Unrealized gains (losses) on available-for-sale securities, net of tax	-		-		-		93		-		-		93
Defined benefit pension and postretirement plans activity, net of tax	-		-		-		(711)		-		-		(711)
Balance September 30, 2015	9,641,532	$	964	$	41,531	$	(13,741)	$	(17,559)	$	1,132	$	12,327
Stock-based compensation arrangements	85,732		9		2,451		-		-		-		2,460
Dividends	-		-		-		-		(10,705)		(414)		(11,119)
Net income	-		-		-		-		17,753		701		18,454
Foreign currency translation adjustment	-		-		-		772		-		2		774
Unrealized gains (losses) on available-for-sale securities, net of tax	-		-		-		(259)		-		-		(259)
Defined benefit pension and postretirement plans activity, net of tax	-		-		-		(2,038)		-		-		(2,038)
Balance September 30, 2016	9,727,264	$	973	$	43,982	$	(15,266)	$	(10,511)	$	1,421	$	20,599

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

45

Landauer, Inc. and Subsidiaries 

Consolidated Statements of Cash Flows 

For the Years Ended September 30,

(Dollars in Thousands)	2016		2015		2014
Cash flows from operating activities:
Net income (loss)	$	18,454	$	15,049	$	(24,698)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		11,072		12,312		13,915
Goodwill and other intangible assets impairment charge		-		-		62,188
Loss on sale, disposal and abandonment of assets		705		181		208
(Gain) loss on investments		(754)		176		(419)
(Gain) loss on disposition of business		(4,131)		366		-
Equity in income of joint ventures		(1,483)		(2,307)		(2,939)
Dividends from joint ventures		1,195		1,144		1,340
Stock-based compensation and related net tax benefits		2,841		1,583		2,074
Current and long-term deferred income taxes, net		9,150		238		(26,920)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net		(651)		471		2,568
(Increase) decrease in prepaid income taxes		(732)		1,694		1,363
Decrease (increase) in other operating assets, net		106		(544)		1,497
(Decrease) increase in accounts payable and other accrued liabilities		(3,774)		(1,246)		2,854
(Decrease) increase in other operating liabilities, net		(458)		(864)		3,654
Net cash provided by operating activities		31,540		28,253		36,685
Cash flows from investing activities:
Acquisition of property, plant and equipment		(8,893)		(7,974)		(4,161)
Proceeds from disposition of business		10,089		6,958		-
Acquisition of joint ventures and businesses, net of cash acquired		-		-		(1,800)
Other investing activities, net		583		(1,262)		(1,255)
Net cash provided by (used in) investing activities		1,779		(2,278)		(7,216)
Cash flows from financing activities:
Net borrowings on revolving credit facility		-		-		(60)
Long-term borrowings – loan		17,000		30,300		33,800
Long-term borrowings – repayment		(41,285)		(30,500)		(43,000)
Dividends paid to stockholders		(10,574)		(15,874)		(21,048)
Other financing activities, net		(420)		(449)		(597)
Net cash used in financing activities		(35,279)		(16,523)		(30,905)
Effects of foreign currency translation		(69)		(899)		(475)
Net (decrease) increase in cash and cash equivalents		(2,029)		8,553		(1,911)
Opening balance – cash and cash equivalents		15,314		6,761		8,672
Ending balance – cash and cash equivalents	$	13,285	$	15,314	$	6,761
Supplemental disclosure of cash flow information:
Accrued capital spending included in accounts payable and other accrued liabilities	$	747	$	1,068	$	351
Cash paid for interest, net of amounts capitalized	$	3,860	$	3,799	$	3,930
Cash paid for income taxes, net of refunds	$	1,712	$	6,661	$	6,704

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

46

Landauer, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands)

1.Summary of Significant Accounting Policies

Description of Business

Landauer, Inc., together with the subsidiaries through which businesses are conducted (the “Company”), is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, and a provider of radiology related medical products.  The Company operates in three primary business segments: Radiation Measurement; Medical Physics; and Medical Products (divested in May 2016).Additional information regarding the Company’s segments is contained in Note 16.

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Entities in which the Company does not have a controlling financial interest, but is considered to have significant influence, are accounted for on the equity method.

Use of Estimates

The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all unrestricted cash and highly liquid investments with an original maturity of three months or less, primarily short-term money market instruments.

Receivables, Net of Allowances

Receivables, principally trade accounts receivable, are generally due within30to90days and are stated at amounts due from customers, net of an allowance for sales returns and doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. We continuously monitor aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon the Company’s historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they are determined to be uncollectible.

Inventories

Inventories primarily include the components associated with dosimetry devices, which are stated at lower of cost or market utilizing a first-in, first-out method.

Long-lived Assets

Property, plant and equipment are stated at cost,  net of accumulated depreciation and amortization. Plant, equipment and internal use software are depreciated on a straight-line basis over their respective estimated useful lives. Dosimetry devices, principally badges, and the accompanying software are amortized on a straight-line basis over their estimated useful lives. Expenditures for maintenance and repairs are charged to expense as incurred, and

47

renewals and betterments are capitalized.The following table provides a summary ofestimated useful lives by asset category:

	Estimated Useful Lives
Buildings and improvements	30 years
Internal software	5-  10 years
Equipment	3 - 8 years
Dosimetry devices	30 months - 8 years

Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable. The Company performs undiscounted operating cash flow analyses to determine if an impairment exists. For purposes of recognition and measurement of an impairment for assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. The Company also reviews the estimated remaining useful lives of long-lived assets whenever events or changes in business circumstances indicate the lives may have changed.

Equity in Joint Ventures

Entities in which the Company does not have a controlling financial interest but is considered to have significant influence are accounted for on the equity method. Under the equity method, a company records its share of net income or loss of an investment based on its percentage ownership. Additional information regarding the Company’s equity in joint ventures is contained in Note 6.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets must be assessed for impairment annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. Triggering events include, but are not limited to a current period operating or cash flow loss; a product, technology or service introduced by a competitor; or a loss of key personnel.

Goodwill impairment testing first requires a comparison between the carrying value and fair value of a reporting unit with associated goodwill. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit. The Company estimates the fair value of the reporting units using the income approach and the market approach. If the Company believes that the fair value of a reporting unit exceeds its carrying value by a substantial margin, the Company may perform a qualitative analysis instead.

If the fair value of a reporting unitexceeds its carrying amount, goodwill of the reporting unitis considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unitexceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’sgoodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’sgoodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unitis allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unithad been acquired in a business combination, and the fair value of the reporting unitwas the purchase price paid to acquire the segment.

The impairment test for an indefinite-lived intangible asset other than goodwill consists of first assessing qualitative factors, such as company, industry and economic trends. If determined to be necessary, the next step compares the fair value of the intangible asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized for the difference.

Additional information regarding the Company’s goodwill and other intangible assets is contained in Note 7.

48

Long-term Investments

The Company had long-term investments of $4,140 and $3,509 at September 30, 2016 and 2015, respectively that are held in a Rabbi trust for benefits under the Company’s deferred compensation plan. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments, classified as trading securities, include a money market fund and mutual funds that are publicly traded. Trading securities are carried at fair value with unrealized gains and losses included in earnings. The fair values of the shares or underlying securities of these funds arebased on quoted market prices.

The Company had long-term investments of $0 and $1,763 at September 30, 2016 and 2015, respectively, consisting of fixed income mutual funds classified as available-for-sale securities. Available-for-sale securities are carried at fair value with unrealized gains and losses, net of tax, reported in other comprehensive income. The cost of securities sold is based on the specific identification method. The investments are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

Long-term investments are included in other long-term assets.

Revenue Recognition and Deferred Contract Revenue

The majority of the Radiation Measurement revenues are realized from radiation measurement services and other services incidental to radiation dose measurement. The measuring and monitoring services provided by the Company to its customers are of a subscription nature and are continuous. The Company views its business in the Radiation Measurement segment as services provided to customers over a period of time and the wear period is the period over which those services are provided. Badge production, wearing of badges, badge analysis, and report preparation are integral to the benefit that the Company provides to its customers. These services are provided to customers on an agreed-upon recurring basis (monthly, bi-monthly, quarterly, semi-annually or annually) that the customer chooses for the wear period. Revenue is recognized on a straight-line basisover the wear period. Revenues are recognized over the periods in which the customers wear the badges irrespective of whether invoiced in advance or in arrears.

Many customers pay for these services in advance. The amounts recorded as deferred contract revenue in the consolidated balance sheets represent customer deposits invoiced in advance during the preceding twelve months for services to be rendered over the succeeding twelve months, and are net of services rendered through the respective consolidated balance sheet date. Management believes that the amount of deferred contract revenue fairly represents the remaining business activity with customers invoiced in advance.

Other services incidental to measuring and monitoring augment the basic radiation measurement services that the Company offers, providing administrative and informational tools to customers for the management of their radiation detection programs. Other service revenues are recognized upon delivery of the reports to customers or as other such services are provided.

The Company sells radiation measurement products to its customers, principally InLight products, for their use in conducting radiation measurements or managing radiation detection programs. The Company recognizes Radiation Measurement segment product revenues upon shipment or delivery of goods when title and risk of loss pass to customers.

The Company, through its Medical Physics segment, offers full scope medical physics services to hospitals and radiation therapy centers. Services offered include, but are not limited to, clinical physics support in radiation oncology, commissioning services, special projects support and imaging physics services. Delivery of the medical physics services can be of a contracted, recurring nature or as a discrete project with a defined service outcome. Recurring services often are provided on the customer’s premises by a full-time employee or fraction of a full-time employee. Revenue is recognized for recurring services on a straight-line basis over the life of the contract unless there is another discernable pattern as the services are rendered.  Revenue is recognized for fee for service projects when the service is delivered.

49

Contracted services are billed on an agreed-upon recurring basis, either in advance or arrears of the service being delivered. Customers may be billed monthly, quarterly, or at some other regular interval over the contracted period. The amounts recorded as deferred contract revenue represent amounts invoiced in advance of delivery of the service. Management believes that the amount of deferred contract revenue fairly represents remaining business activity with customers invoiced in advance.

Fee for service revenue is typically associated with much shorter contract periods, or with discrete individual projects, and revenue is recognized upon completion of the project and customer acceptance thereof.

Additional medical physics services under the full scope offering of the medical physics practice groups comprising the Medical Physics segment include radiation center design and consulting, accreditation work and quality assurance reviews.

The Company, through its Medical Products segment, offered high quality medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. The Medical Products segment recognized revenues upon shipment or delivery of goods when title and risk of loss pass to customers. The Medical Products segment was divested in May 2016.

The amounts recorded as deferred contract revenue in the consolidated balance sheets represent invoiced amounts in advance of delivery of the service, and are net of services rendered through the respective consolidated balance sheet date. Deferred contract revenue was $13,932 and $13,904, respectively, as of September 30, 2016 and 2015.

Concentrations of credit risk with respect to accounts receivable are limited.  The large diversified customer base results in no single customer representing greater than 5% of revenue. The Company routinely reviews outstanding customer balances and records allowances for bad debts as necessary.

Research and Development

The cost of research and development programs is charged to selling, general and administrative expense as incurred and amounted to $4,017,  $4,579 and $5,813 in fiscal 2016, 2015 and 2014, respectively. Research and development costs include salaries and allocated employee benefits, third-party research contracts and supplies.

Advertising

The Company expenses the costs of advertising as incurred. Advertising expense, primarily related to product shows and exhibits, amounted to $1,105,  $1,023 and $1,191 in fiscal 2016, 2015 and 2014, respectively.

Income Taxes

The Company files income tax returns in the jurisdictions in which it has sufficient presence. The Company estimates the income tax provision for income taxes that are currently payable, and records deferred income tax assets and liabilities for the temporary differences in tax consequences between the financial statements and tax returns. The Company records a valuation allowance in situations where the realization of deferred income tax assets is not more likely than not. The Company recognizes the financial statement effects of its tax positions in its current and deferred income tax assets and liabilities when it is more likely than not that the position will be sustained upon examination by a taxing authority. Additional information regarding the Company’s income taxes is contained in Note 9.

50

Stock-Based Compensation

The Company measures and recognizes compensation cost at fair value as of the grant date for all share-based payments, including stock options.

The Company has not granted stock options subsequent to fiscal 2005. Awards of stock options in prior fiscal years were granted with an exercise price equal to the market value of the stock on the date of grant. The fair value of stock options was estimated using the Black-Scholes option-pricing model. Expected volatility and the expected life of stock options were based on historical experience. The risk free interest rate was derived from the implied yield available on U.S. Treasury zero-coupon issues with a remaining term, as of the date of grant, equal to the expected term of the option. The dividend yield was based on annual dividends and the fair market value of the Company’s stock on the date of grant. Compensation expense was recognized ratably over the vesting period of the stock option.

Subsequent to fiscal 2005, key employees and/or non-employee directors have been granted restricted share awards that consist of performance shares and time vested restricted stock. Performance shares represent a right to receive shares of common stock upon satisfaction of performance goals or other specified metrics. Restricted stock represents a right to receive shares of common stock upon the passage of a specified period of time. The fair value of performance shares and restricted stock is based on the Company’s closing stock price on the date of grant. Compensation expense for performance shares is recorded ratably over the vesting period, assuming that achievement of performance goals is deemed probable. Compensation expense for restricted stock is cliff vested and recognized ratably over the vesting period. The Company also retains the discretion to make additional awards to executives at other times for recruiting or retention purposes. Stock-based compensation for these awards can be either cliff or graded vested depending on the agreement, and recognized ratably over the vesting period.

Forfeitures of awards are estimated at the time of grant and stock-based compensation cost is recognized only for those awards expected to vest. The Company uses historical experience to estimate projected forfeitures. The Company recognizes the cumulative effect on current and prior periods of a change in the forfeiture rate, or actual forfeitures, as compensation cost or as a reduction of cost in the period of the revision.

Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and liabilities and weighted-average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within common shareholders’ equity as currency translation adjustment.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance for recognizing revenue from contracts with customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance.In July 2015, the FASB deferred the effective date of the new revenue standard by one year. Public companies would now be required to adopt the new guidance for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The FASB decided to allow earlier adoption of the new revenue standard, but not earlier than the original effective date. This guidance is effective for the Company in the first quarter of fiscal 2019. The Company is currently evaluating the impact this guidance will have on its results of operations, financial position and liquidity.  To date, the Company has formed a committee to evaluate the impact and are in the initial stages of evaluation.

51

In June 2014, the FASB issued new guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period for which the requisite service has already been rendered. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In April 2015, the FASB issued new guidance on the presentation of debt issuance costs. This update requires a company to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs arepresented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The update requires retrospective application and represents a change in accounting principle. This guidance is effective for the Company in the first quarter of fiscal 2017, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In April 2015, the FASB issued new guidance on a customer’s accounting for fees paid in a cloud computing arrangement (CCA).  Under the new standard, customers will apply the same criteria as vendors to determine whether a CCA contains a software license or is solely a service contract.  This standard is effective for the Company in the first quarter of fiscal 2017.  The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. This update requires a company to measure inventory 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 guidance is effective for the Company in the first quarter of fiscal 2018, and should be applied prospectively with early adoption permitted. The Company is currently evaluating the impact this guidance will have on itsresults of operations, financial positionandliquidity.

In November 2015, the FASB issued new guidance on the presentation of deferred income taxes. This update requires a company to present deferred tax liabilities and assets as noncurrent in a classified statement of financial position rather than the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts.  This guidance is effective for the Company in the first quarter of fiscal 2018, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In February 2016, the FASB issued guidance on the accounting treatment for leases.  This guidance will require all leases with durations greater than twelve months to be recognized on the balance sheet of the lessee.  For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.  Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.  This guidance is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

In March 2016, the FASB issued new guidance to improve the accounting for share-based payments.  This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies.  The guidance also clarifies the statement of cash flows presentation for certain components of share-based awards.  The standard is effective for the Company in the first quarter of fiscal 2018, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

52

In June 2016, the FASB issued new guidance to introduce a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses.  The update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The update is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

In August 2016, the FASB issued guidance related to the presentation and classification of certain transactions in the Statement of Cash Flows where diversity in practice exists, making targeted changes to how cash receipts and cash payments are presented in the statement of cash flows.  The update is effective for the Company is the first quarter of fiscal 2018.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on the Consolidated Financial Statements.

2.Fair Value Measurements

The Companyestimatesthefair valueofassets and liabilitiesin accordance withthe framework establishedbytheauthoritative guidance for fair value measurements. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used inthe valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable.In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’ssignificant market assumptions.The level in the fair value hierarchy within which the fair value measurement is reported is based on the lowest level input that is significant to the measurement in its entirety.

The three levels of the hierarchy are as follows:

· Level 1– Unadjustedquoted prices in active markets for identical assetsorliabilitiesthat the Company has the ability to accessas of the reporting date.

· Level 2– Inputs other than quoted pricesincluded within Level 1 that are directlyobservable for the asset or liabilityor indirectly observable through corroboration with observable market data.

· Level 3– Unobservableinputsfor the asset or liability used to measure fair value thatreflectthe Company’sown assumptionsabout the assumptionsmarket participants would use in pricing the asset or liability.

Financial assets measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	453	$	-	$	-
Mutual funds		3,687		-		-
Total Financial Assets at Fair Value	$	4,140	$	-	$	-

53

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	272	$	-	$	-
Mutual funds		3,237		-		-
Available-for-sale securities		-		1,763		-
Total Financial Assets at Fair Value	$	3,509	$	1,763	$	-

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at September 30, 2016 and 2015, measured on a recurring basis.

The Level 1 financial assets are comprised of investments in trading securities, which are reported in other long-term assets. The investments are held in a Rabbi trust for benefits under the Company’s deferred compensation plan.  The fair value of the assets in the Rabbi trust approximate the deferred compensation liability. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments include a money market fund and mutual funds that are publicly traded. The fair values of the shares or underlying securities of these funds are based on quoted market prices.

The Level 2 financial assets are long-term investments consisting primarily of fixed income mutual funds classified as available-for-sale securities. These investments are reported in other long-term assets. The investments in fixed income mutual funds are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

The Company’s long term debt is classified as Level 2.  The carrying amount of the Company’s long-term debt approximated fair value as the stated interest rates were variable in relation to prevailing market rates.

3.Acquisition and Reorganization Costs

Acquisition and reorganization costs during fiscal 2016, 2015 and 2014 were $0,  $1,041 and $3,802, respectively.

Acquisition expenses, consisting primarily offees for accounting, financial, legal and tax advice to support the due diligence, transaction structure and accounting for acquisitions, as well as costs in the pursuit of acquisitions that may not be consummated, were $0,$0 and $232, for fiscal 2016, 2015 and 2014, respectively.  Acquisition costs were expensed as incurred.

Reorganization costs for severance to support changes in selected management roles throughout the organization were $0,  $1,041 and $3,486,  for fiscal 2016, 2015 and 2014,respectively. In fiscal 2016 and 2015 the Company made severance payments of $1,002and $2,677, respectively. Remaining payments of $302 and $0are expected to be paid in fiscal 2017 and 2018, respectively.

4.Disposition of Business

The Company divested its Medical Products business in May 2016, and received cash proceeds of approximately $10.1 million, net of cash assumed by the acquirer and net of cash paid for transaction expenses. Cash proceeds of $0.8 million are held in escrow and are expected to be released to the Company in fiscal 2018.  The Company recognized a $4.1 million pre-tax gain on sale from the disposition of this business. The Company has evaluated whether this divestiture qualifies as a discontinued operation pursuant to FASB Accounting Standards Codification 205-20 “Discontinued Operations.” The Company has concluded that the divestiture of the Medical Products business does not represent a strategic shift and will not have a major effect on the Company’s financial

54

results and operations, and is therefore not considered a discontinued operation.

The Company divested its radon business on September 30, 2015, and received cash proceeds of approximately $7.0 million, net of cash assumed by the acquirer and net of cash paid for transaction expenses. Approximately $0.7 million of transaction expenses were paid subsequent to the closing of the divestiture and were recorded in other accrued expenses on the Consolidated Balance Sheet as of September 30, 2015. The Company recognized a $1.0 million pre-tax gain on sale from the disposition of this business. In conjunction with this transaction, the Company released $1.4 million of foreign currency translation losses previously recorded in accumulated other comprehensive loss, resulting in a $0.4 million net loss on the disposition of business. The Company has evaluated whether this divestiture qualifies as a discontinued operation pursuant to FASB Accounting Standards Codification 205-20 “Discontinued Operations.” The Company has concluded that the transaction should not be reported as a discontinued operation and is not material to the Company’s financial results.

5.Income (Loss) per Common Share

Basic netincome (loss)per share was computed by dividing netincome (loss)available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share was computed by dividing net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock that would have been outstanding assuming dilution from stock-based compensation awards during the period.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends are treated as participating securities and included in the computation of earnings per share pursuant to the two-class method. The Company’s time vested restricted stock is a participating security. The following table sets forth the computation of net income (loss)  per share for the years ended September 30:

(Dollars in Thousands, Except per Share)	2016		2015		2014
Basic Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Net income (loss) per share – Basic	$	1.86	$	1.52	$	(2.65)
Diluted Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Effect of dilutive securities		43		29		-
Diluted weighted average shares outstanding		9,569		9,540		9,524
Net income (loss) per share – Diluted	$	1.85	$	1.52	$	(2.65)

55

In periods where losses are recorded, inclusion of potentially dilutive securities in the calculation would decrease the loss per common share and, therefore, these securities are not added to the weighted average number of shares outstanding. The computations of diluted net loss per common share for fiscal 2014 did not include the following outstanding shares of restricted stock as well as the effects of options to acquire common stock as the inclusion of these securities would have been antidilutive:

	2016		2015		2014
Effect of dilutive securities		-		-		51

6.Equity in Joint Ventures

Equity in Joint Ventures consists of amounts invested in joint ventures in which the Company holds a noncontrolling interest. These investments are accounted for using the equity method of accounting.

At September 30, 2016, the Company had a 50% equity interest in Nagase-Landauer, Ltd. (“Nagase”), a radiation measurement company in Japan; a 50% equity interest in Epsilon-Landauer Dozimetri, a radiation measurement company in Turkey; and a 49% equity interest in Yamasato, Fujiwara, Higa & Associates, Inc., a domestic small business supplier to the International Atomic Energy Agency and the U.S. military.

The combined summary financial information as of and for the years ended September 30, 2016, 2015 and 2014 is presented for all equity method investments owned during the respective periods.

(Dollars in Thousands)	2016		2015		2014
Revenues	$	41,537	$	46,591	$	48,897
Gross profit		16,836		17,141		18,244
Net income		4,585		4,782		4,740

(Dollars in Thousands)	2016		2015
Current assets	$	21,159	$	23,053
Other assets		46,872		41,885
Current liabilities		12,689		15,077
Other liabilities		4,672		5,009

56

7.Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by reportable segment, for the years ended September 30, 2016 and 2015 were as follows:

(Dollars in Thousands)	Radiation Measurement		Medical Physics		Medical Products		Total
Balance as of September 30, 2015
Goodwill	$	11,002	$	22,611	$	65,527	$	99,140
Accumulated impairment losses		-		-		(64,068)		(64,068)
Balance as of September 30, 2015	$	11,002	$	22,611	$	1,459	$	35,072
Effects of foreign currency - Goodwill		194		-		(784)		(590)
Effects of foreign currency - Accumulated impairment losses		-		-		769		769
Decrease related to dispositions - Goodwill		-		-		(64,743)		(64,743)
Decrease related to dispositions - Accumulated impairment losses		-		-		63,299		63,299
Balance as of September 30, 2016
Goodwill	$	11,196	$	22,611	$	-	$	33,807
Accumulated impairment losses		-		-		-		-
Balance as of September 30, 2016	$	11,196	$	22,611	$	-	$	33,807

Goodwill and certain intangible assets with indefinite lives are reviewed annually for impairment and more frequently if an event occurs or circumstances change that would require the Company to perform an interim review. The Company has three segments: Radiation Measurement; Medical Physics; and Medical Products divested in May 2016.

The Company completed a quantitative assessment for the Radiation Measurement and Medical Physics reporting segments as of September 30, 2016 using the income approach and the market approach, and the estimated fair value of these reporting segments significantly exceeded their carrying values. The discount rates used in this valuation ranged from 9% to 10%.

The Company completed an impairment test for the Medical Products segment as of June 30, 2014 when it became apparent that anticipated revenue and profitability trends in Medical Products were not being achieved to the extent forecasted. Based on the testing performed, the Company recorded a non-cash impairment charge of $62.2 million, of which $41.4 million related to goodwill and $20.8 million related to intangible assets for the fiscal year ended September 30, 2014. The tax benefit associated with the goodwill impairment charge was $15.3 million, and the tax benefit associated with the intangible assets charge was $7.7 million.

During the third quarter of fiscal 2013, the Company performed an impairment analysis with respect to the carrying value of the goodwill in the Medical Products reporting unit. Based on the testing performed, the Company recorded a non-cash goodwill impairment charge of $22.7 million. The tax benefit associated with this charge was $8.5 million.

57

Intangible assets for the years ended September 30 were as follows:

	2016
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	16,982	$	10,436	$	6,546	$	-
Trademarks and tradenames		133		-		133		-
Licenses and patents		3,397		779		2,618		-
Other intangibles		557		557		-		-
Intangible assets	$	21,069	$	11,772	$	9,297	$	-

	2015
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	43,131	$	33,716		9,415	$	18,657
Trademarks and tradenames		2,181		2,051		130		1,498
Licenses and patents		5,825		2,338		3,487		665
Other intangibles		577		557		20		-
Intangible assets	$	51,714	$	38,662	$	13,052	$	20,820

The decrease in gross carrying amount and accumulated amortization of intangible assets from September 30, 2015 to September 30, 2016 was due primarily to the divestiture of the Medical Products business in May 2016.  No customer lists or tradenames were assumed during fiscal 2016 and 2015 relating to business combinations.  Amortization of intangible assets was $1,969,  $2,243 and $3,978 for the years ended September 30, 2016, 2015 and 2014, respectively. Annual aggregate amortization expense related to intangible assets is estimated to be approximately $1,099 in fiscal 2017,  $1,099 in fiscal 2018, $980 in fiscal 2019,  $860 in fiscal 2020 and $860 in fiscal 2021.

58

8.Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss included in the accompanying consolidated balance sheets consist of defined benefit pension and postretirement plan adjustments for net gains, losses and prior service costs, unrealized gains and losses on available-for-sale securities and cumulative foreign currency translation adjustments. Accumulated elements of other comprehensive loss, net of tax, are included in the stockholders’ equity section of the consolidated balance sheets. Changes in each component are as follows:

	Cumulative Foreign Currency Translation Adjustments		Unrealized Gains and Losses on Available-for-Sale Securities		Pension and Postretirement Plan Adjustments		Comprehensive (Loss) Income
Balance at September 30, 2013	$	(383)	$	132	$	(4,157)	$	(4,408)
Other comprehensive income before reclassifications		(2,110)		161		(3,988)		(5,937)
Amounts reclassified from accumulated other comprehensive income		-		(127)		324		197
Net period other comprehensive income		(2,110)		34		(3,664)		(5,740)
Balance at September 30, 2014	$	(2,493)	$	166	$	(7,821)	$	(10,148)
Other comprehensive income before reclassifications		(4,417)		177		(1,354)		(5,594)
Amounts reclassified from accumulated other comprehensive income		1,442		(84)		643		2,001
Net period other comprehensive income		(2,975)		93		(711)		(3,593)
Balance at September 30, 2015	$	(5,468)	$	259	$	(8,532)	$	(13,741)
Other comprehensive income before reclassifications		536		112		(3,030)		(2,382)
Amounts reclassified from accumulated other comprehensive income		236		(371)		992		857
Net period other comprehensive income		772		(259)		(2,038)		(1,525)
Balance at September 30, 2016	$	(4,696)	$	-	$	(10,570)	$	(15,266)

The tables below presents impacts on net income of significant amounts reclassified out of each component of accumulated other comprehensive income:

Pension and Postretirement Plan Adjustments (1)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		1,608		1,586		1,550
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		547		416		183
Total before tax		722		469		287
(Benefit) provision for income taxes		(270)		(174)		(37)
Total net of tax	$	992	$	643	$	324

⁽¹⁾ These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit costs (refer to Note  12 for additional details regarding employee benefit plans).

59

Unrealized Gains and Losses on Available-for-Sale Securities	2016		2015		2014
Realized gains on available-for-sale investments into earnings (1)	$	(437)	$	(99)	$	(150)
Total before tax		(437)		(99)		(150)
Provision for income taxes (2)		(66)		(15)		(23)
Total net of tax	$	(371)	$	(84)	$	(127)

⁽¹⁾ This amount is reported in Interest Expense, net on the Consolidated Statements of Operations.

⁽²⁾ This amount is reported in Income Tax Expense (Benefit) on the Consolidated Statements of Operations.

9.Income Taxes

The components of pretax income for the years ended September 30 were as follows:

(Dollars in Thousands)	2016		2015		2014
Pretax income:
U.S.	$	22,081	$	14,940	$	(46,061)
Foreign		6,272		6,382		5,563
Total pretax income	$	28,353	$	21,322	$	(40,498)

The components of the provision for income taxes for the years ended September 30 were as follows:

(Dollars in Thousands)	2016		2015		2014
Current:
U.S. Federal	$	(2,322)	$	2,407	$	5,581
State and local		152		405		591
Foreign		2,355		2,708		1,858
Current tax provision	$	185	$	5,520	$	8,030
Deferred:
U.S. Federal	$	8,961	$	990	$	(22,261)
State and local		770		68		(1,320)
Foreign		(17)		(305)		(249)
Deferred tax provision	$	9,714	$	753	$	(23,830)
Income tax provision	$	9,899	$	6,273	$	(15,800)

60

The effective tax rates for the fiscal years ended September 30, 2016, 2015 and 2014were34.9%,  29.4% and 39.0%, respectively. The increase in the fiscal 2016 effective tax rate was primarily due to the mix of earnings between jurisdictions with differing tax rates and the valuation allowance recorded to offset the tax impact of capital losses generated from divestitures..  The following is a reconciliation of the U.S. federal statutory rate of 35.0% to the effective income tax rate:

	2016			2015			2014
U.S. Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local taxes net of Federal tax benefit		2.1	%		1.3	%		2.4	%
Effect of foreign affiliates		(2.8)	%		(4.4)	%		1.1	%
Earnings of unconsolidated affiliates		(2.0)	%		(3.2)	%		1.9	%
R&D credit		(1.0)	%		(0.4)	%		0.0	%
Domestic production activity deduction		0.0	%		(0.8)	%		0.7	%
Partnership income		1.6	%		1.9	%		(1.3)	%
Provision to return adjustments		0.1	%		(0.9)	%		(0.4)	%
Meals and entertainment		0.3	%		0.5	%		(0.3)	%
Change in deferred rate		0.0	%		0.0	%		0.1	%
Uncertain tax positions		(1.7)	%		(1.6)	%		(0.3)	%
Valuation allowance		1.5	%		0.0	%		0.0	%
Other		1.8	%		2.0	%		0.1	%
Effective income tax rate		34.9	%		29.4	%		39.0	%

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of the following at September 30:

(Dollars in Thousands)	2016		2015
Deferred tax assets:
Post-retirement benefits	$	7,635	$	6,228
Compensation expense		4,054		3,510
NOLs and attributes		16,350		289
Intangible asset amortization		-		19,782
Cumulative translation adjustment		1,095		2,820
Other deferred tax assets		1,611		3,222
		30,745		35,851
Valuation allowance		(456)		-
Total deferred tax assets, net of allowance		30,289		35,851
Deferred tax liabilities:
Depreciation		2,322		1,085
Software development		12,156		12,400
Intangible asset amortization		4,001		-
Equity method investment		641		689
Unremitted earnings of foreign subsidiaries		53		347
Other deferred tax liabilities		-		27
		19,173		14,548
Net deferred tax asset	$	11,116	$	21,303

61

At September 30, 2016, the Company recorded a $13,300 state and federal net operating loss (“NOL”) deferred tax asset related to the May 2016 divestiture of IZI Medical Products, LLC, which will expire between 2022 and 2037. The Company believes that the realization of this deferred tax assets is more likely than not based upon the expectation that the Company will generate the necessary taxable income in the future periods. Therefore, no valuation allowance was recorded for this deferred tax asset.

At September 30, 2016, the Company recorded a $456 capital loss deferred tax asset related to the Ilumark GmbH entity that was divested together with IZI Medical Products, LLC.  This capital loss deferred tax asset will expire in 2022.  The Company believes it is more likely than not that the benefit from this deferred tax asset will not be realized. In recognition of this risk, the Company has recorded a valuation allowance of $456 against the deferred tax asset.  

The Company has provided for U.S. deferred income taxes and foreign withholding tax in the amount of $53on undistributed earnings not considered permanently reinvested in its non-U.S. subsidiaries. The Company has no indefinitely reinvested foreign earnings and profits as of 2016.

As of September 30, 2016, the Company’s U.S. income tax returns for fiscal 2013 and subsequent years remained subject to examination by the Internal Revenue Service (“IRS”). State income tax returns generally have statute of limitations for periods between three and four years from the date of filing. The Company is currently undergoing a state income tax audit. The Company does not expect the audit to have a material impact on its consolidated financial statements. The Company is not currently under audit in any foreign jurisdictions. The Company’s foreign operations have statute of limitations on the examination of tax returns for periods between two and six years.

The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various U.S. federal, state, local and foreign jurisdictions for various tax periods. The Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of the income tax laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions, as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities may differ from actual payments or assessments.

Accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on its tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made.

A reconciliation of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows:

(Dollars in Thousands)	2016		2015		2014
Balance at beginning of year	$	1,993	$	2,917	$	2,775
Tax positions related to current year:
Gross increases		1		112		358
Tax positions related to prior periods:
Gross increases		88		81		65
Decreases related to lapse of statute of limitations		(789)		(1,117)		(281)
Balance at end of year	$	1,293	$	1,993	$	2,917

The total amount of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax rate was $812, $1,274 and $1,840, as of September 30, 2016, 2015 and 2014, respectively.

62

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of September 30, 2016 and 2015, the gross amount of interest and penalties recorded was $202and  $316, respectively. The Company’s unrecognized tax benefits are primarily due to intercompany allocations between jurisdictions. The amount of unrecognized tax benefits and the related interest and penalties expected to reverse within the next fiscal year is estimated to be approximately $559.

10.Credit Facility

On August 2, 2013, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with its group of lenders that provided, among other things, the extension of the expiration date from November 14, 2016 to August 2, 2018 and the increase of the accordion feature from $25,000 to $50,000.

In addition, the covenants for minimum net worth were deleted from the Credit Agreement. The leverage ratio covenants changed to a maximum 3.50 to 1.00 for the period of September 30, 2013 through June 30, 2015, and to a maximum 3.25 to 1.00 for the periods September 30, 2015 and thereafter. The fixed charge ratio covenants changed to a minimum 1.10 to 1.00 for the period of September 30, 2013 through June 30, 2015, and to a minimum 1.15 to 1.00 for the periods September 30, 2015 and thereafter. The amended terms also provide for an interest rate equal to LIBOR plus a margin of between 1.25% and 2.50% and for the base rate a margin of between 0.25% and 1.50%.

On June 30, 2014, the Company and its subsidiaries GPS and IZI (collectively, the “Borrowers”), entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders that are party thereto (collectively, the “Lenders”). The Amendment amended, among other things, (i) the definition of Capital Expenditures and EBITDA and (ii) kept the fixed charge coverage ratio covenant and the leverage ratio covenant constant (1.10 to 1.00 and 3.50 to 1.00, respectively) through the remainder of the term of the Credit Agreement. In connection with the Amendment, the Company paid certain amendment fees to the Lenders and certain other fees and expenses to the Administrative Agent.

On December 18, 2014, the Borrowers entered into a Consent and Amendment to the Credit Agreement (the “Consent”) with the Administrative Agent and the Lenders. The Company and the Lenders and the Administrative Agent agreed to consent, on a one time basis only, to a delay in the delivery of audited financial statements and related deliveries for fiscal 2014. The Company was required to provide its annual audited financial statements and related deliveries for fiscal 2014 only within 120 days after the end of fiscal 2014. The Company also was required to provide unaudited financial statements and related deliveries for fiscal 2014 within 90 days after the end of fiscal 2014. The Company paid a non-refundable consent fee to the Lendersin connection with the Consent.

On January 28, 2015, the Borrowers, entered into a second Consent and Amendment to the Credit Agreement (the “Second Consent”) with the Administrative Agent and the Lenders. The Company and the Lenders and the Administrative Agent agreed to consent, on a one time basis only, to a delay in the delivery of audited financial statements and related deliveries for fiscal 2014, whereby the Company was required to provide its annual audited financial statements and related deliveries for fiscal 2014 no later than February 11, 2015. The Company complied with the terms and conditions of the Second Consent.

Borrowings under the credit agreement are classified as long-term debt. The Company repaid $41,285,  $30,500 and $43,000 of the borrowings under the credit facility for the fiscal years ended September 30, 2016, 2015 and 2014, respectively. The balance outstanding under the Company’s credit agreement was $109,100 and $133,385 as of September 30, 2016 and 2015, respectively. Interest expense on the borrowings was $3,852,  $3,833 and $3,968 for the fiscal years ended September 30, 2016, 2015 and 2014, respectively. The weighted average interest rate for the base and LIBOR rate was2.9%,2.7% and2.6%for fiscal 2016, 2015 and 2014, respectively. The applicable interest rate for the base and LIBOR rate separately was 4.75% and 2.77% per annum at September 30, 2016 and 4.75% and 2.69% per annum at September 30, 2015.

As of September 30, 2016, the Company had $65.9 million of unused availability under its $175.0 million credit facility and was in compliance with all covenants.  In December 2016, the Company notified its lenders that it is voluntarily reducing its credit facility from $175.0 million to $140.0 million due to the significant unused availability.

63

11.Capital Stock

The Company has two classes of capital stock, preferred and common, with a par value of $0.10 per share for each class. Of 20,000,000 common shares which are authorized, there were 9,727,264 and 9,641,532 shares of common stock issued and outstanding as of September 30, 2016 and 2015, respectively. Of 1,000,000 preferred shares which are authorized, there were no shares of preferred stock issued. Cash dividends of $1.100 per common share were declared in fiscal year 2016. As of September 30, 2016, there were accrued and unpaid dividends of $2,815. The Company has reserved 700,000 shares of common stock under the 2016 Landauer, Inc. Incentive Compensation Plan approved by shareholders on February 18, 2016.  Previously, Landauer had reserved 500,000 shares of common stock for grants under its Landauer, Inc. Incentive Compensation Plan.  Upon approval of the new plan in 2016, all shares reserved under the prior plan were cancelled.

12.Employee Benefit Plans

The Company sponsors postretirement benefit plans to provide pension, supplemental retirement funds, and medical expense reimbursement to eligible retired employees, as well as a directors’ retirement plan that provides for certain retirement benefits payable to non-employee directors. Following is a description of these benefit plans.

Defined Contribution Plans 

The Company sponsors a 401(k) retirement savings plan covering substantially all Radiation Measurement U.S. full-time employees as well as substantially all of the employees of the Company’s Medical Physics segment and, prior to its divestiture, the Medical Products segment. The Company also maintains a supplemental defined contribution plan for certain executives, which allows participating executives to make voluntary deferrals and provides for employer contributions at theCompany’s discretion.

The plans are qualified under applicable sections of the Internal Revenue Code and allow employees to contribute a portion of their pre-tax income in accordance with specified guidelines. The Company matches a percentage of the employee contributions up to certain limits. Amounts expensed for Company contributions under these plans during the fiscal years ended September 30, 2016, 2015 and 2014 were $1,842, $1,784 and $1,723, respectively.

Defined Benefit Plans

Historically the Company provided, to substantially all full-time employees in the U.S., a qualified noncontributory defined benefit pension plan to provide a basic replacement income benefit upon retirement. For key executives, the basic benefit was augmented with a supplemental executive retirement plan to address U.S. tax law limitations placed on the benefits under the qualified pension plan. The supplemental plan is not separately funded and costs of the plan are expensed annually. The qualified noncontributory defined benefit pension plan and the supplemental executive retirement plan were frozen in fiscal 2009 and future benefit accruals under such plans ceased. The Company formerly maintained a directors’ retirement plan that provided certain retirement benefits for non-employee directors. The directors’ plan was terminated in January 1997 and benefits accrued under the retirement plan were frozen.

The Company also maintains an unfunded retiree medical expense reimbursement plan. Under the terms of the plan, which covers retirees with ten or more years of service, the Company reimburses retirees to age 70, or to age 65 in accordance with plan changes effective October 1, 2005, for (i) a portion of the cost of coverage under the then-current medical and dental insurance plans if the retiree is under age 65, or (ii) all or a portion of the cost of Medicare and supplemental coverage if the retiree is over age 64. The assumptions for health-care cost ultimate trend rates were 6% for those younger than 65, and 5% for those 65 and older.

The Company recognizes the over- or underfunded status of its defined benefit pension and postretirement plans on its balance sheet and recognizes changes in the funded status, as the changes occur, through comprehensive income. The Company uses its fiscal year end, September 30, as the measurement date for its plans. The following tables set forth the status of the combined defined benefit pension plans and the postretirement medical plan, as pension benefits and other benefits, respectively, at September 30.

64

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	39,049	$	38,976	$	1,013	$	1,299
Service cost		-		-		60		51
Interest cost		1,570		1,554		38		32
Actuarial (gain) loss		4,119		(251)		160		(347)
Benefits paid		(1,256)		(1,230)		(47)		(22)
Benefit obligation at end of year		43,482		39,049		1,224		1,013
Change in plan assets:
Fair value of plan assets at beginning of year		23,399		24,785		-		-
Actual return on plan assets		1,768		(561)		-		-
Employer contributions		408		405		47		22
Benefits paid		(1,256)		(1,230)		(47)		(22)
Fair value of plan assets at end of year		24,319		23,399		-		-
Funded status at end of year	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Amounts recognized in consolidated balance sheets:
Current liabilities – accrued pension and postretirement costs	$	(410)	$	(398)	$	(83)	$	(68)
Noncurrent liabilities – pension and postretirement obligations		(18,753)		(15,252)		(1,141)		(945)
Net amount recognized	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)
Amounts recognized in accumulated other comprehensive income (loss):
Net loss (gain)	$	16,833	$	13,550	$	(155)	$	(330)
Net amount recognized in accumulated other comprehensive income (loss)	$	16,833	$	13,550	$	(155)	$	(330)

As of September 30, 2016 and 2015, the accumulated benefit obligation for all defined benefit pension plans was $43,482 and $39,049 respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets as of September 30 is set forth in the following table:

(Dollars in Thousands)	2016		2015
Projected benefit obligation	$	43,482	$	39,049
Accumulated benefit obligation		43,482		39,049
Fair value of plan assets		24,319		23,399

65

The components of net periodic benefit cost that were amortized from Accumulated Other Comprehensive Income were as follows:

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Interest cost	$	1,570	$	1,554	$	1,500
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		562		464		194
Net periodic benefit cost	$	639	$	434	$	186
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		38		32		51
Amortization of net gain		(15)		(48)		(11)
Net periodic benefit cost	$	83	$	35	$	102

Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax, were as follows:

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Net loss	$	3,845	$	1,894	$	5,848
Amortization of net loss		(562)		(464)		(194)
Total recognized in other comprehensive income (loss)		3,283		1,430		5,654
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	3,922	$	1,864	$	5,840
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Net (gain) loss	$	160	$	(348)	$	150
Amortization of net gain		15		48		11
Total recognized in other comprehensive income (loss)		175		(300)		161
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	258	$	(265)	$	263

The estimated pre-tax amount in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over the next fiscal year for pension benefits is a net loss of $11,335.The estimated pre-tax amount in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over the next fiscal year for other benefits is a net gain of $5,532.

66

Assumptions

The weighted-average discount rate used to determine benefit obligations at September 30, 2016 was 3.38%,3.04%,  3.30% and 2.35% for Pension, Key Executive SERP, Manager SERP and Directors plans, respectively, which all fall under “Pension Benefits” in this footnote. The weighted-average discount rate used to determine benefit obligations under “Other Benefits” was 2.76% at September 30, 2016.

The weighted-average assumptions used to determine net periodic benefit cost for years ended September 30 were as follows:

	Pension Benefits			Other Benefits
	2016	2015	2014	2016	2015	2014
Discount rate	4.15%	4.14%	4.72%	3.43%	3.40%	4.72%
Expected long-term return on plan assets	6.50%	6.50%	6.50%	na	na	na
Rate of compensation increase	na	na	na	na	na	na

The expected long-term rate of return of plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolio was developed and adjusted for historical and expected experience of the active portfolio management results compared to the benchmark returns and for the effect of expenses paid from plan assets. The Company reviews this long-term assumption on an annual basis.

Assumed health care cost trend rates at September 30 were as follows:

	2016	2015
Health care cost trend rate assumed for next year	10%	10%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6%	6%
Year that the rate reaches the ultimate trend rate	2020	2019

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects as of September 30, 2016.

(Dollars in Thousands)	1-Percentage- Point Increase		1-Percentage-  Point Decrease
Effect on aggregate of service and interest cost	$	8	$	8
Effect on postretirement benefit obligation	$	103	$	91

Contributions

The Company, under IRS minimum funding standards, has no required contributions to make to its defined benefit pension plan during fiscal 2017.

67

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service as appropriate, are expected to be paid:

(Dollars in Thousands)		Pension  Benefits		Other  Benefits
2017	$	1,391	$	84
2018		1,588		124
2019		1,785		113
2020		1,794		104
2021		1,955		89
Years 2022-2026		11,005		649

Plan Assets

The Company’s pension plan weighted-average asset allocations by asset category at September 30 were as follows:

	Plan Assets at September 30,
Asset Category:	2016	2015
Fixed income	44%	46%
Equity securities	55%	53%
Cash equivalents	1%	1%
Total	100%	100%

Plan assets for the qualified defined benefit pension plan include marketable equity securities, corporate and government debt securities, and cash and short-term investments. The plan assets are not directly invested in the Company’s common stock. The supplemental executive retirement plans and the directors’ retirement plan are not separately funded.

The plan’s investment strategy supports the objectives of the plan. These objectives are to maximize returns in order to meet long-term cash requirements within reasonable and prudent levels of risk. To achieve these objectives, the Company has established a strategic asset allocation policy which is to maintain approximately one half of plan assets in high quality fixed income securities such as investment grade bonds and short-term government securities, with the other half containing large capitalization equity securities. The plan’s objective is to periodically rebalance its assets to approximate weighted-average target asset allocations. Investments are diversified across classes and within each class to minimize the risk of large losses.

Additional information regarding fair value inputs and hierarchy is contained in Note 2. Plan assets measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	-	$	158	$	-
Debt securities:
Domestic		10,276		-		-
International		489		-		-
Equity securities:
Domestic		11,078		-		-
International		2,318		-		-
Total assets at fair value	$	24,161	$	158	$	-

68

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	129	$	-	$	-
Debt securities:
Corporate bonds		9,095		-		-
Government bonds		1,679		-		-
Equity securities:
Domestic		10,245		-		-
International		2,251		-		-
Total assets at fair value	$	23,399	$	-	$	-

13.Commitments and Contingencies

The Company is a party to a variety of legal proceedings that arise in the ordinary course of its business. While the results of these legal proceedings cannot be predicted with certainty, the Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. As of September 30, 2016, management believes that the final outcomes of these proceedings are not probable or estimable and there are no claims that are reasonably possible that require disclosure.  The total future minimum lease obligations for operating leases as of September 30, 2016 are $3,183 for fiscal years 2017 through 2021.

14.Stock-Based Compensation

The Company maintains two stock-based compensation awards for key employees and/or non-employee directors:(i) the Landauer, Inc. Incentive Compensation Plan (the “IC Plan”), which was approved by shareholders in February 2008; and (ii) the 2016 Landauer, Inc. Incentive Compensation Plan (the “2016 IC Plan”), which was approved by shareholders in February 2016. For future grants, the 2016 IC Plan replaced all previous plans. The Company reserved 700,000 shares of its common stock for grant under the 2016 IC Plan, and shares reserved for award and unused under the previous plans were cancelled. The 2016 IC Plan provides for grants of options to purchase the Company’s common stock, restricted stock, restricted stock units, performance shares and units, and stock appreciation rights. Shares issued upon settlement of stock-based compensation awards are issued from the Company’s authorized, unissued stock.

Stock-based compensation expense, primarily for grants of restricted stock, totaled approximately $2,841,  $1,583,  and $2,092for fiscal 2016, 2015, and 2014, respectively. The total income tax benefit recognized in the consolidated statements of operations related to expense for stock-based compensation was approximately $1,061,  $586,  and $774 during fiscal 2016, 2015 and 2014, respectively.

69

Restricted Share Awards

Restricted share awards consist of performance shares and time-vested restricted stock. Expense related to performance shares and restricted stock is recognized ratably over the vesting period. Restricted stock issued to eligible employees and directors under the Plans vests, to date, over a period from 1 year to 3 years, and performance shares contingently vest over various periods, depending on the nature of the performance goal. Restricted share transactions during fiscal 2016 were as follows:

	Number of Restricted Share Awards  (in Thousands)		Weighted-Average Fair Value
Outstanding at October 1, 2015	127	$	39.62
Granted	102		37.80
Vested	(36)		50.06
Forfeited	(9)		40.10
Outstanding at September 30, 2016	184	$	36.48

As of September 30, 2016, unrecognized compensation expense related to restricted share awards totaled $3,194 and is expected to be recognized over a weighted average period of 1.00 years. The total fair value of shares vested during fiscal 2016, 2015 and 2014 was $1,327,  $1,453, and  $3,556, respectively.

The per share weighted average fair value of restricted shares, including restricted stock and performance shares, granted during fiscal 2016, 2015 and 2014 was $37.80,  $34.62,  and $47.97, respectively.

Stock Options

Expense related to stock options issued to eligible employees and directors under the 2016 IC Plan is recognized ratably over the vesting period. Stock options generally vest over a period of 0 to 4 years and have 10-year contractual terms. A summary of stock option activity during fiscal 2016 is presented below:

	Number of Options  (in Thousands)		Weighted-Average Exercise  Price	Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value  (in Thousands)
Outstanding at October 1, 2015	2	$	49.88
Exercised	-		-
Forfeited	(2)		49.88
Outstanding at September 30, 2016	-	$	-	-	$	-
Exercisable at September 30, 2016	-	$	-	-	$	-

As of September 30, 2016, all outstanding stock options were vested and compensation expense related to stock options was recognized. The Company has not granted stock options subsequent to fiscal 2005. The intrinsic value of options exercised totaled $0,  $0,  and $34 during fiscal 2016, 2015 and 2014, respectively. The total income tax benefit recognized in the consolidated statements of operations related to the exercise of stock options was $0,  $0, and$13  during fiscal 2016, 2015 and 2014, respectively.

70

15.Geographic Information

The Company provides its services primarily to customers in the U.S., as well as to customers in other geographic markets. The Company does not have any significant long-lived assets in foreign countries. The following table shows the geographical distribution of external customer revenues that were attributed to a particular region based on whether the customer had a direct contract with the Company’s subsidiary located in that region for the fiscal years ended September 30:

(Dollars in Thousands)	2016		2015		2014
Domestic	$	120,309	$	120,861	$	117,853
Europe		17,747		20,538		24,966
Other countries		11,183		9,915		12,243
Consolidated revenues	$	149,239	$	151,314	$	155,062

16.Segment Information

During fiscal 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures reflect three reporting segments (Radiation Measurement, Medical Physics and Medical Products) and one functional group  (Corporate).  As disclosed in Note 4 to the Consolidated Financial Statements, Medical Products was divested in May 2016 which resulted in a reduction in revenues, operating income, depreciation and amortization and the elimination of assets for the year ended September 30, 2016.  The factors for determining the reportable segments reflect specific markets and the products and services offered combined with the nature of the individual business traits, as well as key financial information reviewed by management.

The Radiation Measurement segment provides analytical services to determine occupational and environmental radiation exposure. These services are provided internationally primarily to hospitals, medical and dental offices, universities, national laboratories, and nuclear facilities. Radiation Measurement activities include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from customers, and the analysis and reporting of exposure findings. In addition to providing analytical services, the Radiation Measurement segment sells dosimetry detectors and reading equipment.

The Medical Physics segment provides therapeutic and imaging physics services to domestic hospitals and radiation therapy centers. Service offerings include clinical physics support, equipment commissioning, accreditation support and imaging equipment testing. These professional services are provided to customers on-site by skilled physicists.

The Medical Products segment provided medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. Medical products ranged from consumables used with MRI, CT, and mammography technologies to highly engineered passive reflective markers used during image guided surgery procedures.

The Company primarily evaluates performance of the individual segments based upon, among other metrics, segment operating income or loss. Segment operating income or loss is segment revenues less segment cost of sales and segment selling, general and administrative expenses. Corporate expenses for shared functions, including corporate management, corporate finance and human resources, are recognized in the Corporate functional group. In addition, acquisition and reorganization costs are not allocated to the segments. Information about net other income, including interest income and expense, and income taxes is not provided at the segment level. As the Company’s business model evolves in increased complexity, management may determine it necessary to change this reporting practice to reflect any appropriate allocations.

71

The following tables summarize financial information for each reportable segment for the years ended September 30:

(Dollars in Thousands)	2016		2015		2014
Revenues by segment:
Radiation Measurement	$	104,203	$	105,978	$	113,556
Medical Physics		39,234		35,449		32,213
Medical Products		5,802		9,887		9,293
Consolidated revenues	$	149,239	$	151,314	$	155,062
	2016		2015		2014
Operating income (loss) by segment:
Radiation Measurement	$	37,853	$	35,641	$	38,231
Medical Physics		3,201		3,126		1,827
Medical Products (1)		1,063		1,534		(62,572)
Corporate		(15,476)		(16,602)		(17,473)
Consolidated operating income (loss)	$	26,641	$	23,699	$	(39,987)
	2016		2015		2014
Depreciation and amortization by segment:
Radiation Measurement	$	9,560	$	10,345	$	10,250
Medical Physics		1,038		1,089		1,085
Medical Products		474		878		2,580
Consolidated depreciation and amortization	$	11,072	$	12,312	$	13,915

(1)Includes goodwill and other intangible assets impairment charge of $62,188 in fiscal 2014.

(Dollars in Thousands)	2016		2015
Segment assets:
Radiation Measurement	$	160,560	$	142,850
Medical Physics		43,174		43,677
Medical Products		-		48,308
Eliminations		(12,918)		(26,091)
Consolidated assets	$	190,816	$	208,744

72

17.Related Party Transactions

The Company has a minority interest in Yamasato, Fujiwara, Higa & Associates, Inc. doing business as Aquila. The Company provides dosimetry parts to Aquila for their military contract. The Company also has a 50% equity interest in Nagase.

In connection with the preparation of the consolidated financial statements for the interim periods ended March 31, 2015, the Company identified errors in its previously issued financial statements for the interim periods ended June 30, 2014. The Company did not properly report sales to related parties in its Related Party Transactions footnote. As a result of these errors, the Company understated sales to Aquila by $215 and understated sales to Nagase by $271, respectively, as previously reported for the year ended September 30, 2014. In accordance with accounting guidance presented in SAB 99, management assessed the materiality of these errors and concluded that they were not material to the Company’s financial statements for the year ended September 30, 2014.

The sales to and purchases from Aquila are reported in the table below for the fiscal years ended September 30.Sales to Aquila for the fiscal year ended September 30, 2014 has been corrected for the error discussed above.

(Dollars in Thousands)	2016		2015		2014
Sales to Aquila	$	3,388	$	5,844	$	6,271
Purchases from Aquila		559		647		890

Balance sheet items associated with Aquila at September 30 were as follows:

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	1,910	$	2,795
Amounts in accounts payable		320		284

The sales to and purchases from Nagase are reported in the table below for the fiscal years ended September 30.Sales to Nagase for the fiscal year ended September 30, 2014 has been corrected for the error discussed above.

(Dollars in Thousands)	2016		2015		2014
Sales to Nagase	$	4,613	$	1,924	$	1,341
Purchases from Nagase		1,013		1,189		1,710

Balance sheet items associated with Nagase at September 30 were as follows:

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	288	$	769
Amounts in accounts payable		23		33

73

18.Quarterly Financial Data (unaudited)

The following table sets forth certain consolidated statement of operations data for each of the quarters in fiscal 2016 and 2015. This information has been derived from our quarterly unaudited consolidated financial statements.

	First		Second		Third		Fourth
(Dollars in Thousands, Except per Share)	Quarter		Quarter		Quarter		Quarter		Total Year
2016
Total revenues	$	36,530	$	38,082	$	37,854	$	36,773	$	149,239
Gross profit	$	18,515	$	19,755	$	19,518	$	17,690	$	75,478
Operating income	$	6,252	$	7,217	$	7,713	$	5,459	$	26,641
Net income attributed to Landauer, Inc.	$	3,643	$	4,279	$	7,265	$	2,566	$	17,753
Basic net income per share	$	0.38	$	0.45	$	0.76	$	0.27	$	1.86
Diluted net income per share	$	0.38	$	0.45	$	0.76	$	0.26	$	1.85
Weighted average basic shares outstanding		9,460		9,518		9,531		9,532		9,526
Weighted average diluted shares outstanding		9,492		9,550		9,564		9,584		9,569
2015
Total revenues	$	37,547	$	38,139	$	35,467	$	40,161	$	151,314
Gross profit	$	19,796	$	19,528	$	18,646	$	20,759	$	78,729
Operating income (loss)(1)	$	6,141	$	5,630	$	5,111	$	6,817	$	23,699
Net income (loss) attributed to Landauer, Inc.	$	4,377	$	3,547	$	4,055	$	2,564	$	14,543
Basic net income (loss) per share	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Diluted net income (loss) per share(1)	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Weighted average basic shares outstanding		9,446		9,493		9,509		9,533		9,511
Weighted average diluted shares outstanding		9,474		9,520		9,534		9,570		9,540

(1)The fourth quarter of fiscal 2015 includes reorganization expenses of $1,041 which had an adverse impact of ($0.05) on diluted net income per share.

74

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2016. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2016 that our disclosure controls and procedures were effective at a reasonable assurance level for the purpose of ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, 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.

Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control‑Integrated Framework (2013). Management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2016.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2016 has been audited by BDO, an independent registered public accounting firm, as stated in their report which appears below.

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting

Board of Directors and Stockholders

Landauer, Inc.

Glenwood, Illinois

We have audited Landauer, Inc.’s internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Landauer, Inc.’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 Item 9A, Controls and Procedures. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.  

75

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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 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, Landauer, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the COSO criteria.  

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Landauer Inc. as of September 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2016 and our report dated December 14, 2016 expressed an unqualified opinion thereon.  

/s/ BDO USA, LLP

Chicago, IL

December 14, 2016

76

Changes in Internal Control over Financial Reporting

As of September 30, 2014, we had identified and disclosed material weaknesses in our controls over maintaining an effective control environment related to our financial systems and segregation of duties and designing and implementing an effective risk assessment related to financial reporting.  We did not maintain an effective control environment because we did not have a sufficient complement of personnel with appropriate knowledge of accounting, experience and training required for our financial reporting obligations, and we did not consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives.  This material weaknesses contributed to certain control deficiencies with respect to our IT general controls environment and segregation of duties which were also considered to be a material weakness.  In addition, we did not design and implement an effective risk assessment with regard to our processes and procedures commensurate with our financial reporting requirements.  This material weakness contributed to certain control deficiencies with respect to maintaining processes and procedures to support the accurate and timely reporting of revenue and the related receivables which were also considered to be a material weakness.   

The material weaknesses described above have been remediated as of September 30, 2016. The remediation activities undertaken by the Company included the following:

· We have improved our controls over segregation of duties to ensure that access to key financial systems is restricted to appropriate users and is not excessive.  Specifically, we removed excess access to key financial systems and improved the design of our review of segregation of duties to include an assessment of conflicting access rights within user roles.  We also improved our IT general controls framework to include additional controls for financially significant systems.

· We have improved our controls over revenue recognition to ensure accurate and timely reporting of revenue and related receivables.  Specifically, we implemented controls to identify and evaluate terms of nonstandard customer contracts and to review shipments at the end of a reporting period to ensure revenue is recorded in the proper period.

· We performed a formal risk assessment to assess risks and identify, design, implement and reevaluate our control activities.

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as of September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Not Applicable.

77

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Information pursuant to this Item relating to the directors of the Company, contained under the headings “Election of Directors”, “Beneficial Ownership of Common Stock”, “Process for Nominating Directors” and “Executive Officers” in the Proxy Statement, is incorporated herein by reference.

Disclosure pursuant to this Item regarding Section 16(a) reporting compliance, contained under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, is incorporated herein by reference. Information pursuant to this Item relating to the Company’s Audit Committee and the Company’s code of ethics, contained under the heading “Board of Directors and Committees” in the Proxy Statement, is incorporated herein by reference.

Item 11.Executive Compensation.

Except for the information relating to Item 13 hereof, the information contained under the headings “Executive Compensation” and “Compensation Committee Report” in the Proxy Statement, is incorporated herein by reference.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information contained under the headings “Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” in the Proxy Statement is incorporated herein by reference.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

Except for the information relating to Item 11 hereof, the information contained under the headings “Election of Directors” and “Independence of Directors” in the Proxy Statement is incorporated herein by reference.

Item 14.Principal Accounting Fees and Services.

The information contained under the heading “Fees Billed by Independent Public Accountants” in the Proxy Statement is incorporated herein by reference.

78

PART IV

Item 15.Exhibits and Financial Statement Schedules.

(a)	The following documents are filed as part of this report:
(1)	Financial Statements – The consolidated financial statements of Landauer, Inc. are listed under Item 8. “Financial Statements and Supplementary Data.”
(2)	Financial Statement Schedules – Schedule II –  Valuation and Qualifying Accounts (shown below).
(3)	Exhibits – See Exhibit Index on pages 86–87.

Landauer, Inc. and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

For the Years Ended September 30,

Accounts Receivable Allowances
(Dollars in Thousands)	2016		2015		2014
Balance at beginning of period	$	1,556	$	1,872	$	1,266
Additions:
Charged to costs and expenses		268		850		1,109
Charged to other accounts (1)		108		149		129
Deductions (2)		(636)		(1,315)		(632)
Balance at end of period	$	1,296	$	1,556	$	1,872

⁽¹⁾ Collection of accounts previously written off.

⁽²⁾ Uncollectible accounts written off.

Inventory Obsolescence Reserve
(Dollars in Thousands)	2016		2015		2014
Balance at beginning of period	$	447	$	484	$	398
Additions:
Charged to costs and expenses		48		(1)		148
Charged to other accounts		(92)		-		-
Deductions(1)		(3)		(36)		(62)
Balance at end of period	$	400	$	447	$	484

⁽¹⁾ Inventory written off.

79

Exhibit Index

(3)(a)	Certificate of Incorporation of the Registrant, reflecting all changes through March 6,  2015.
(3)(b)	Amended and Restated Bylaws of the Registrant, reflecting all changes through March 6, 2015.
(4)(a)	Specimen common stock certificate of the Registrant is incorporated by reference to Exhibit (4)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1997.
(10)(a)	The Landauer, Inc. Executive Special Severance Plan as amended and restated on November 12, 2014 is incorporated by reference to Exhibit (10)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(b)	The Landauer, Inc. Executive Severance Plan is incorporated by reference to Exhibit (10)(b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(c)	Promotion Letter with Michael P. Kaminski, dated August 25, 2015, is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated August 28, 2015.
(10)(d)	Employment Agreement dated September 28, 2005 between the Registrant and William E. Saxelby is incorporated by reference to Exhibit (10)(q) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2005.
(10)(e)	Amendment dated as of May 1, 2009 to the Employment Agreement between the Registrant and William E. Saxelby is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated May 1, 2009.
(10)(f)	Amendment dated as of December 18, 2012 to the Employment Agreement between the Registrant and William E. Saxelby is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 18, 2012.
(10)(g)	Separation and Consulting Agreement, dated as of September 12, 2014, between the Registrant and William E. Saxelby is incorporated by reference to Exhibit (10)(f) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(h)	Offer Letterdated December 15, 2014 between the Registrant and Michael T. Leatherman is incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(i)	Letter Agreement with Michael T. Leatherman, dated August 25, 2015, is incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated August 28, 2015.
(10)(j)	Separation Agreement between the Registrant and Michael K. Burke, dated as of June 17, 2014, is incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated June 17, 2014.
(10)(k)	Employment agreement dated February 29, 1996 between the Registrant and R. Craig Yoder is incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1998.
(10)(l)	Amendment to Employment Agreement dated May 2, 2006 between the Registrant and R. Craig Yoder is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10)(m)	Second Amendment to Employment Agreement dated February 6, 2015 between the Registrant and R. Craig Yoder is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 11, 2015.
(10)(n)	Promotion Letter with Daniel J. Fujii, dated April 15, 2015, is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated April 21, 2015.
(10)(o)	Promotion Letter with Kara B. Venegas, dated April 15, 2015, is incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated April 21, 2015.
(10)(p)	The Landauer, Inc. Incentive Compensation Plan is incorporated by reference to Exhibit A to the Proxy Statement for the Annual Meeting of Stockholders dated January 7, 2013.
(10)(q)	The Landauer, Inc. Incentive Compensation Plan, as amended and restated on November 12, 2014, is incorporated by reference to Exhibit (10)(l) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(r)	Form of Restricted Stock Award under the Landauer, Inc. Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 7, 2008.
(10)(s)	Form of Amended Restricted Stock Award Agreement is incorporated by reference to Exhibit (10)(n) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

80

(10)(t)	Form of Performance Stock Award under the Landauer, Inc. Incentive Compensation Plan is incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated February 7, 2008.
(10)(u)	Form of Amended Performance Stock Award Agreement is incorporated by reference to Exhibit (10)(p) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(v)	Landauer, Inc. 2016 Incentive Compensation Plan is incorporated by reference to Exhibit A to the Registrant’s definitive proxy statement filed on January 12, 2016
(10)(w)	Amended and Restated Credit Agreement, dated as of August 2, 2013, among Landauer, Inc., Global Physics Solutions, Inc. and IZI Medical Products, LLC, as borrowers. BMO Harris Bank N.A., as administrative agent, the lenders party thereto and PNC Bank, National Association as syndication agent is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013.
(10)(x)	First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2014, among Landauer, Inc., Global Physics Solutions, Inc. and IZI Medical Products, LLC, as borrowers, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
(10)(y)	Consent and Amendment to the Amended and Restated Credit Agreement, dated as of December 18, 2014, among Landauer, Inc. Global Physics Solutions, Inc. and IZI Medical Products, LLC, as borrowers, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto is incorporated by reference to Exhibit (10)(s) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(10)(z)	Second Consent and Amendment to the Amended and Restated Credit Agreement, dated as of January 28, 2015, among Landauer, Inc. Global Physics Solutions, Inc. and IZI Medical Products, LLC, as borrowers, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto is incorporated by reference to Exhibit (10)(t) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
(16)	Letter from PricewaterhouseCoopers LLP addressed to the U.S. Securities and Exchange Commission, dated June 1, 2015, is incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K dated May 28, 2015.
(21)	Subsidiaries of the Registrant.
(23)(a)	Consent of BDO USA, LLP.
(23)(b)	Consent of PricewaterhouseCoopers LLP.
(31.1)	Certification of Michael P. Kaminski, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of Daniel J. Fujii,Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification of Michael P. Kaminski,President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification of Daniel J. Fujii,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)	The following financial information from our Annual Report on Form 10-K for the year ended September 30, 2016, filed with the Securities and Exchange commission on December 14, 2016, is formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
Exhibits 10(a) through 10(v) listed above are management contracts and compensatory plans or arrangement.

81

Signatures

Pursuant to the requirements of Section 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.

1
	LANDAUER, INC.
	/s/ Daniel J. Fujii	December14, 2016
	Daniel J. Fujii
	Chief Financial Officer (Principal Financial 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 dates indicated.

Signature	Title	Date
/s/ Michael P. Kaminski	President, Chief Executive Officer and Director	December14, 2016
Michael P. Kaminski	(Principal Executive Officer)
/s/ Daniel J. Fujii	Vice President, Chief Financial Officer and Secretary	December14, 2016
Daniel J. Fujii	(Principal Financial Officer)
/s/ Kara B. Venegas	Vice President, Corporate Controller	December14, 2016
Kara B. Venegas	(Principal Accounting Officer)
/s/ Jeffrey A. Bailey	Director	December14, 2016
Jeffrey A. Bailey
/s/ Robert J. Cronin	Director	December14, 2016
Robert J. Cronin
/s/ William G. Dempsey	Director	December14, 2016
William G. Dempsey	(Lead Director of the Board)
/s/ Teri G. Fontenot	Director	December14, 2016
Teri G. Fontenot
/s/ Michael T. Leatherman	Director	December14, 2016
Michael T. Leatherman	(Executive Chairman of the Board)
/s/ David E. Meador	Director	December14, 2016
David E. Meador
/s/ Stephen C. Mitchell	Director	December14, 2016
Stephen C. Mitchell
/s/ Thomas M. White	Director	December14, 2016
Thomas M. White

82

EX-3.(A)

Exhibit 3(a)

CERTIFICATE OF INCORPORATION

OF

TECH/OPS LANDAUER, INC.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, hereby certify as follows:

FIRST:  The name of the corporation is Tech/Ops Landauer, Inc.

SECOND:  The address of the corporation’s registered office in the State of Delaware is 229 South State Street, City of Dover, County of Kent.  The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of all classes of stock which the corporation shall have authority to issue is eleven million (11,000,000), of which one million (1,000,000) shares without par value are to be of a class designated “Preferred Stock” and ten million (10,000,000) shares without par value are to be of a class designated “Common Stock”.

Preferred Stock

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article Fourth, to provide by resolution for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)The number of shares constituting that series and the distinctive designation of that series;

(b)The dividend rate, if any, on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series;

(c)Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(d)Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(e)Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates:

1

(f)Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so.  the terms and amount of such sinking fund;

(g)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

(h)Any other relative rights, preferences and limitations of that series.

Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the outstanding shares of Common Stock with respect to the same dividend period.

If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

Common Stock

The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinbefore set forth or authorized.

Subject to the provisions of any applicable law or of the by-laws of the corporation, as from time to time amended, with respect to the fixing of a record date for the determination of stockholders entitled to vote, and except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have exclusive voting rights for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the corporation.

Subject to the rights of any one or more series of Preferred Stock, the holders of Common Stock shall be entitled to receive such dividends as from time to time may be declared by the Board of Directors out of any funds of the corporation legally available for the payment of such dividends.

In the event of the liquidation, dissolution, or winding up of the corporation, whether voluntary or involuntary, after payment shall have been made to the holders of the Preferred Stock of the full amount to which they are entitled, the holders of Common Stock shall be entitled to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the corporation available for distribution to its stockholders.

Issuance

Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the shares of stock of the corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

FIFTH:  The name and mailing address of the incorporator are as follows:

Name	Mailing Address
Marvin G. Schorr	One Beacon Street Boston, Massachusetts 02108

SIXTH:  The Board of Directors shall consist of not less than three nor more than fifteen directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.  The directors shall be divided into three classes, as nearly equal in number as the then total

2

number of directors constituting the entire Board permits, with the term of office of one class expiring each year.  The initial directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, the initial directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and the initial directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  At each succeeding annual meeting of stockholders beginning in 1989, successors to the class of directors whose term expires at that meeting shall be elected for a three year term.  If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in the size of such class shall hold office for a term that shall coincide with the remaining term of that class, but in no event will a decrease in the number of directors shorten the term of any incumbent director.  Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen.  Notwithstanding the Foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the corporation, the election, terms of office and other features of such directorships shall be governed by the terms of this Certificate of Incorporation and certificates of designation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Sixth unless expressly provided by such terms.  Subject to the foregoing, at each annual meeting of stockholders the successors to the class of directors whose terms shall then expire shall be elected to hold office For a term expiring at the annual meeting for the year in which their term expires and until their successors, shall be elected and qualified, subject to prior death, resignation, retirement or removal.

SEVENTH:  The Board of Directors is expressly authorized to exercise all powers granted to the directors by law except insofar as such powers are limited or denied herein or in the by-laws of the corporation.  In furtherance of such powers, the Board of Directors shall have the right to adopt, amend or repeal the by-laws of the corporation, but the stockholders may adopt additional by-laws and may amend or repeal any by-law whether adopted by them or otherwise.

EIGHTH:  Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

NINTH:  No action required to be taken or which may be taken at any annual or special meeting of stockholders of the corporation may be taken by written consent without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

This Article Ninth may not be amended, revised or revoked, in whole or in part, except by the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article Ninth as one class of stock.

TENTH:  (i) Except as set forth in part (ii) of this Article Tenth, the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article as one class, shall be required (a) for the adoption of any agreement for the merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with or into any Other Corporation (as hereinafter defined), (b) to authorize any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the assets of the corporation or any Subsidiary to any Other Corporation, (c) to authorize the issuance or transfer by the corporation of any Substantial Amount (as hereinafter defined) of securities of the corporation in exchange for the securities or assets of any Other Corporation, or (d) to engage in any other transaction the effect of which is to combine the assets and business of the corporation or any Subsidiary with any Other Corporation.  Such affirmative vote shall be in addition to the vote of the holders of the stock of the corporation otherwise required by law, the Certificate of Incorporation of the corporation or any agreement or contract to which the corporation is a party.

(ii) The provisions of part (i) of this Article Tenth shall not be applicable to any transaction described herein if such transaction is approved by a resolution of the Board of Directors of the corporation, provided that the directors voting in favor of such resolution consist of a majority of the persons who were duly elected and acting members of

3

the Board of Directors prior to the time any such Other Corporation became a Beneficial Owner (as hereinafter defined) of 5% or more of the shares of stock of the corporation entitled to vote for the election of directors (a “Continuing Director”), including any successor of a Continuing Director who is not an affiliate or an associate or a representative of such Other Corporation and is recommended or elected to succeed such Continuing Director by a majority of Continuing Directors.  In considering such transaction, the Board of Directors shall give due consideration to all relevant factors, including without limitation the social and economic effects on the employees, customers, suppliers and other constituents of the corporation and its Subsidiaries and on the communities in which the corporation and its Subsidiaries operate or are located.

(iii) The Board of Directors shall have the power and duty to determine for the purposes of this Article Tenth, on the basis of information known to such Board, if and when any Other Corporation is the Beneficial Owner of 5% or more of the outstanding shares of stock of the corporation entitled to vote for the election of directors.  Any such determination, if made in good faith, shall be conclusive and binding for all purposes of this Article Tenth;

(iv) As used in this Article Tenth, the following terms shall have the meanings indicated:

“Other Corporation” means any person, firm, corporation or other entity, other than a Subsidiary of the corporation, which is the Beneficial Owner of 5% or more of the shares of stock of the corporation entitled to vote in the election of directors.

“Subsidiary” means any corporation in which the corporation owns, directly or indirectly, more than 50% of the voting securities.

“Substantial Amount” means any securities of the corporation having a then fair market value of more than $500,000.

An Other Corporation (as defined above) shall be deemed to be the “Beneficial Owner” of stock if such Other Corporation or any “affiliate” or “associate of such Other Corporation (as those terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15 U.S.C. 78 aaa et seq.), as amended from time to time), directly or indirectly, controls the voting of such stock or has any options, warrants, conversion or other rights to acquire such stock.

(v) This Article Tenth may not be amended, revised or revoked, in whole or in part.  except by the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article Tenth as one class of stock.

ELEVENTH:  No director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Eleventh shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

TWELFTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

Signed this 23 day of November, 1987.

By:/s/ Marvin G. Schorr

Marvin G. Schorr, Incorporator

4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TECH/OPS LANDAUER, INC.

Tech/Ops Landauer, Inc., a corporation organized and existing ender and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of Tech/Ops Landauer, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that this corporation’s Certificate of Incorporation
be amended by changing the corporation’s name as it appears in

Article FIRST to Landauer, Inc.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Tech/Ops Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff its Secretary, this sixth day of February, 1991.

/s/ Mark A. Zorko    

/s/ Mark A. Zorko    

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title:   President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title:   Secretary

5

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LANDAUER, INC.

Landauer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of Landauer, Inc., a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that it be considered at the next annual meeting of the stockholders of said corporation.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that this corporation’s Certificate of Incorporation be
amended by changing the first paragraph of Article FOURTH to read
as follows:

The total number of shares of all classes of stock which the corporation shall have authority to issue is twenty-one million (21,000,000), of which one million (1,000,000) shares without par value are to be of a class designated “Preferred Stock” and twenty million (20,000,000) shares without par value are to be of a class designated “Common Stock”.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6

IN WITNESS WHEREOF, said Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff, its Secretary, this fifth day of February, 1992.

/s/ Mark A. Zorko    

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title:   President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title:   Secretary

-  7  -

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LANDAUER, INC.

Landauer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of Landauer, Inc., a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that it be considered at the next annual meeting of the stockholders of said corporation.  The resolution setting forth the proposed amendment is as follows:

Resolved that this corporation’s Certificate of Incorporation be amended by changing the first paragraph of Article FOURTH to read as follows:

The total number of shares of all classes of stock which the corporation shall have authority to issue is twenty-one million (21,000,000), of which one million (1,000,000) shares, $.10 par value, are to be of a class designated “Preferred Stock” and twenty million (20,000,000) shares, $.10 par value, are to be of a class designated “Common Stock”.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff, its Secretary, this third day of February 1993.

/s/ Mark A. Zorko    

8

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title:   President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title:   Secretary

-  9  -

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LANDAUER, INC.

A STOCK CORPORATION

Landauer, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on November 23, 1987 and amended  on February 7, 1991, February 6, 1992 and February 4, 1993 (the “Certificate of Incorporation”).

2. The Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor.

3. Article Sixth of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

SIXTH:  The Board of Directors shall consist of not less than three nor more than fifteen directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.  At each annual meeting of stockholders beginning in 2016, directors shall be elected annually for one-year terms expiring at the next succeeding annual meeting of stockholders and until their successors shall be elected and qualified, subject to prior death, resignation, retirement or removal.  Notwithstanding the foregoing, the directors elected at the 2013 annual meeting of stockholders shall continue to serve until the 2016 annual meeting of stockholders, the directors elected at the 2014 annual meeting of stockholders shall continue to serve until the 2017 annual meeting of stockholders and the directors elected at the 2015 annual meeting of stockholders shall continue to serve until the 2018 annual meeting of stockholders, subject, however, to prior death, resignation, retirement, disqualification or removal from office.  Beginning with the 2018 annual meeting of stockholders, the entire Board of Directors shall be subject to election at each annual meeting of stockholders and the Board of Directors will no longer be divided into classes.  If the number of directors is changed, any director or directors elected to fill a vacancy resulting from an increase in the size of such class shall hold office until the next succeeding annual meeting of stockholders, but in no event will a decrease in the number of directors shorten the term of any incumbent director.  Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next succeeding annual meeting of stockholders or, in the case of a vacancy created by the departure from the Board of Directors of a director, for the remainder of such departed director’s term.  Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more

10

directors of the corporation, the election, terms of office and other features of such directorships shall be governed by the terms of this Certificate of Incorporation and certificates of designation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Sixth unless expressly provided by such terms.

4. An annual meeting of stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

5. The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

*  *  *  *  *

11

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 6th day of March, 2015.

/s/ Mark A. Zorko    

LANDAUER, INC.

By:  /s/ Mark A. Zorko

Name: Mark A. Zorko

Title:   Interim Chief Financial Officer

12

EX-3.(B)

Exhibit 3(b)

AMENDED AND RESTATED

BY-LAWS

OF

LANDAUER, INC.

ARTICLE I

STOCKHOLDERS

Section 1.1. ANNUAL MEETINGS.  The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date and at such time and place as the Board of Directors may designate.  Notwithstanding the foregoing, the Board of Directors may determine that the annual meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

Section 1.2. SPECIAL MEETINGS.  Special meetings of stockholders for any purpose or purposes may be held at any date, time and place within or without the State of Delaware upon the call of the Chairman of the Board, if any, or the President or by resolution of a majority of the directors then in office.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting pursuant to the corporation’s notice of meeting.  Notwithstanding the foregoing, the Board of Directors may determine that a special meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

Section 1.3. NOTICE OF MEETINGS.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meetings, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

Section 1.4. STOCKHOLDER NOMINATIONS OF DIRECTORS.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at any annual or special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting).  Nominations of persons for election as directors may be made by or at the direction of the Board of Directors, or by any stockholder entitled to vote for the election of directors at the

meeting who complies with the notice procedures set forth in this SECTION 1.4.  Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Chairman of the Board, if any, the President, any Vice President, the Secretary or the Treasurer.  In the case of an annual meeting, to be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 90, and not more than 120, calendar days before the first anniversary of the preceding year’s annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is more than 30 days before, or more than 70 days after such anniversary date, notice by the stockholder must be so received not earlier than 120 calendar days before such annual meeting and not later than the later of 90 calendar days  before such annual meeting or 10 calendar days following the day on which public announcement of the date of such meeting is first made by the corporation.  In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, to be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not earlier than 120 calendar days before such special meeting and not later than 90 calendar days before such special meeting or, if the first public announcement of the date of such special meeting is less than 100 calendar days prior to the date of such special meeting, 10 calendar days following the day on which public announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of stock of the corporation held of record and beneficially by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the corporation, (v) the name in which all such shares of stock are registered on the stock transfer books of the corporation, (vi) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear at the meeting in person or by proxy to submit the nomination specified in such notice, (vii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least

2

the percentage of the corporation’s outstanding capital stock required to elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of such nomination, and (viii) all other information relating to the proposed nomination which may be required to be disclosed under applicable law.  No person shall be eligible for election as a director at any annual or special meeting of stockholders unless nominated in accordance with the procedures set forth herein.  In addition, a stockholder seeking to submit such nomination at the meeting shall promptly provide any other information reasonably requested by the corporation.  The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 1.5. ADVANCE NOTICE OF STOCKHOLDER-PROPOSED BUSINESS AT ANNUAL MEETINGS.  At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be brought properly before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, if any, or the President or the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder.  In addition to any other applicable requirements, for business to be brought properly before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Chairman of the Board, if any, the President, any Vice President, the Secretary or the Treasurer.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 90, and not more than 120, calendar days before the first anniversary of the preceding year’s annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is more than 30 days before, or more than 70 days after such anniversary date, notice by the stockholder must be so received not earlier than 120 calendar days before such annual meeting and not later than the later of 90 calendar days before such annual meeting or 10 calendar days following the day on which public announcement of the date of such meeting is first made by the corporation.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  A stockholder’s notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (x) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest in such business of such stockholder and the beneficial owner, if any on whose behalf the proposal is made, (y) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of stock of the corporation held of record and beneficially by such stockholder and such beneficial owner, (iii) a

3

description of any agreement, arrangement or understanding with respect to the proposal between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the corporation, (v) the name in which all such shares of stock are registered on the stock transfer books of the corporation, (vi) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (vii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal, and (viii) all other information relating to the proposed business which may be required to be disclosed under applicable law.  In addition, a stockholder seeking to submit such business at the meeting shall promptly provide any other information reasonably requested by the corporation.  The foregoing notice requirements of this SECTION 1.5 shall be deemed satisfied by a stockholder (with respect to business other than a nomination) if the stockholder has notified the corporation of such stockholder’s intention to present a proposal at an annual meeting in compliance with the applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in the proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting.

Notwithstanding anything in these by-laws to the contrary, no business shall be conduced at the annual meeting except in accordance with the procedures set forth in this SECTION 1.5, PROVIDED, HOWEVER, that nothing in this SECTION 1.5 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this SECTION 1.5, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 1.6. ADJOURNMENT.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a

4

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.7. QUORUM.  At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these by-laws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum.  In the absence of a quorum, the holders of a majority of the shares present in person or by proxy may adjourn the meeting from time to time in the manner provided in SECTION 1.6 of these by-laws until a quorum shall attend.  Shares of its own stock belonging to this corporation, or to another corporation if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by this corporation, shall neither be entitled to vote nor be counted for quorum purposes; PROVIDED, HOWEVER, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.  If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business.

Section 1.8. ORGANIZATION.  Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting.  The Secretary shall act as Secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.9. VOTING; PROXIES.  Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the corporation.  Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine.  If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (a) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the corporation implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes

5

other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the corporation.  Except for the election of directors which is addressed in SECTION 2.1 of these by-laws, all elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these by-laws, be decided by the vote of the holders of the majority of the shares of stock entitled to vote thereon present in person or by proxy at the meeting and entitled to vote with respect to the election or question, provided that (except as otherwise required by law of by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.10. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any such action.  If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held; and (b) the record date for determining stockholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.11. LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list.  Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation.  In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

6

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. NUMBER; TERMS; QUALIFICATIONS; ELECTION; RESIGNATION; REMOVAL.

a. Number; Term.  The number and terms of directors shall be governed by the Certificate of Incorporation.

b. Qualifications.  Directors need not be stockholders.   

c. Election of Directors.  Nominations of candidates for election as directors at any stockholder meeting at which directors will be elected may be made (i) by the Board of Directors or (ii) by any stockholder entitled to vote at such meeting who has complied with SECTION 1.4 of these by-laws.  

d. Majority Voting.  Except as provided in paragraph (e) below, to be elected a director at any stockholder meeting, a nominee must receive the affirmative vote of a majority of the votes cast with respect to that director’s election at a meeting at which a quorum is present.  For purposes of this SECTION 2.1, a majority of votes cast means that the number of votes “for” a nominee must exceed 50% of the votes cast with respect to the election of that nominee (with “abstentions” and “broker nonvotes” not counted as votes cast either “for” or “against” any director’s election). 

e. Contested Elections.  The nominees for director who receive a plurality of the votes cast in a Contested Election at a meeting at which a quorum is present will be elected.  An election of directors will be considered a “Contested Election” if (i) the corporation receives proper notice, not withdrawn, under SECTION 1.4 of these by-laws that a stockholder (the “Nominating Stockholder”) intends to make a nomination at such meeting, (ii) the number of nominated individuals including the Nominating Stockholder’s nominees would exceed the number of directors to be elected and (iii) the notice has not been withdrawn by the 10th day before the date that the corporation begins mailing its notice of such meeting to stockholders.

f. Resignations.  Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.  A resignation is effective when the resignation is delivered unless the resignation specified a later effective date or an effective date determined upon the happening of an event or events. 

g. Removal.  Prior to and until the time at which the Board of Directors ceases to be classified pursuant to Article Sixth of the Certificate of Incorporation, holders of a majority of the shares then entitled to vote at an election of directors may remove directors only for cause. From and after the time at which the Board of Directors ceases to be classified pursuant to Article Sixth of the Certificate of Incorporation, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors.

7

Section 2.2. REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 2.3. SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, the President or by any two members of the Board of Directors.  Reasonable notice thereof shall be given by the person and persons calling the meeting, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least two days in advance of the meeting), telegram, facsimile transmission, electronic mail (effective when directed to an electronic mail address of the director), or other electronic transmission, as defined in Section 232(c) of the General Corporation Law of the State of Delaware (“DGCL”) (effective when directed to the director), and on five days’ notice by mail (effective when deposit of such notice in the mail).

Section 2.4. TELEPHONIC MEETINGS PERMITTED.  Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.5. QUORUM; VOTE REQUIRED FOR ACTION.  At all meetings of the Board of Directors a majority of the total number of directors shall constitute a quorum, except that when a vacancy or vacancies exist in the Board, a majority of the directors then in office (but not less than two directors nor less than one-third of the total number of directors) shall constitute a quorum, and except that a lesser number of directors consisting of a majority of the directors then in office who are not officers (but not less than two directors nor less than one-third of the total number of directors) may constitute a quorum for the purpose of acting on any matter relating to the compensation (including fringe benefits) of any officer of the corporation.  A number of directors which is less than a quorum may adjourn any meeting from time to time.  The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except where a larger vote is required by law, by the Certificate of Incorporation, or by these by-laws.

Section 2.6. ORGANIZATION.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in their absence by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.7. ACTION BY WRITTEN CONSENT OF DIRECTORS.  Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, or electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or

8

committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.8. PRESIDING DIRECTOR.  If the Chief Executive Officer simultaneously serves as Chairman of the Board, the Board of Directors may elect a Presiding Director from its other directors.  The Presiding Director shall have such authority and powers as the Board of Directors may from time to time prescribe.

ARTICLE III

COMMITTEES

Section 3.1. COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the DGCL, fix any of the preferences or rights of the shares), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of dissolution, or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.2. COMMITTEERULES.  Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeat rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these by-laws.

ARTICLE IV

OFFICERS

Section 4.1. EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.  The Board of Directors shall choose a President, a Treasurer and a Secretary, and it may, if it so determines, choose a Chairman of the

9

Board (in which event it shall designate the President or the Chairman as Chief Executive Officer) from among its members.  The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers.  Each such officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.  Any officer may resign at any time upon written notice to the corporation.  The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation.  Any number of offices may be held by the same person.  Any vacancy occurring in any office by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2. POWERS AND DUTIES OF EXECUTIVE OFFICERS.  The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.  The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

STOCK

Section 5.1. CERTIFICATES.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder of stock in the corporation.  Any of or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 5.2. UNCERTIFICATED SHARES.  The Board of Directors may authorize, by resolution, the issuance of some or all of the shares of any or all classes or series of its stock without certificates.  The authorization will not affect shares already represented by certificates until the certificates are surrendered to the corporation.

Section 5.3. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES.  The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

10

ARTICLE VI

INDEMNIFICATION

Section 6.1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.  Subject to SECTION 6.3, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 6.2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.  Subject to SECTION 6.3, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 6.3. AUTHORIZATION OF INDEMNIFICATION.  Any indemnification under this ARTICLE VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in SECTION 6.1 or SECTION 6.2 of this ARTICLE VI, as the case may be.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) by a

11

committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, or (c) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders.  To the extent, however, that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 6.4. GOOD FAITH DEFINED.  For purposes of any determination under SECTION 6.3, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his of her conduct was unlawful, if his or her action is based on the records or books of account of the corporation or another enterprise, or on information supplied to him or her by the officers of the corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the corporation or another enterprise or on information or records given or reports made to the corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the corporation or another enterprise.  The term “another enterprise” as used in this SECTION 6.4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the corporation as a director or officer.  The provisions of this SECTION 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in SECTION 6.1 or SECTION 6.2, as the case may be.

Section 6.5. INDEMNIFICATION BY A COURT.  Notwithstanding any contrary determination in the specific case under SECTION 6.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under SECTION 6.1 and SECTION 6.2.  The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in SECTION 6.1 or SECTION 6.2, as the case may be.  Notice of any application for indemnification pursuant to this SECTION 6.5 shall be given to the corporation promptly upon the filing of such application.

Section 6.6. EXPENSES PAYABLE IN ADVANCE.  Expenses (including attorneys’ fees) incurred by an officer or director in defending or investigating any threatened or pending civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this ARTICLE VI.

Section 6.7. NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION.  The indemnification and advancement of expenses provided by or granted pursuant to this ARTICLE VI shall not be deemed exclusive of any other rights to which those seeking

12

indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the corporation that indemnification of the persons specified in SECTION 6.1 and SECTION 6.2 shall be made to the fullest extent permitted by law.  The provisions of this ARTICLE VI shall not be deemed to preclude the indemnification of any person who is not specified in SECTION 6.1 or SECTION 6.2 of this ARTICLE VI but whom the corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.  The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.8. INSURANCE.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this ARTICLE VI.

Section 6.9. MEANING OF “CORPORATION” FOR PURPOSES OF ARTICLE VI.  For purposes of this ARTICLE VI, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same portion under the provisions of this ARTICLE VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VII

MISCELLANEOUS

Section 7.1. FISCAL YEAR.  Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the corporation shall end September 30.

Section 7.2. SEAL.  The corporate seal, if any, shall be in such form as the Board of Directors shall approve.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES.  Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to

13

notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4. AMENDMENT OF BY-LAWS.  The Board of Directors shall have the right to adopt, amend or repeal by-laws of the corporation, but the stockholders entitled to vote may adopt additional by‑laws and may amend or repeal any by-law whether adopted by them or otherwise.

*  *  *  *  *

14

EX-21

Exhibit 21

Subsidiaries

The company’s principal subsidiaries as of September 30, 2016 are listed below. All other subsidiaries, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

Subsidiaries	State/country of organization or incorporation
ALSA Dosimetria, S. de R.L. de C.V.	Mexico
Beijing-Landauer, Ltd.	China
Epsilon Landauer Dozimetri Teknolojileri Sanayi ve Ticaret A.S.	Turkey
Landauer Australasia Pty Ltd.	Australia
Landauer Medical Physics	Delaware
Landauer Nordic AB	Sweden
Landauer-Europe, Ltd. and subsidiary	United Kingdom
Nagase-Landauer, Ltd.	Japan
SAPRA-Landauer, Ltda.	Brazil
Yamasato, Fujiwara, Higa & Associates, Inc.	Hawaii

EX-23.(A)

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Landauer, Inc.

Glenwood, Illinois

We hereby consent to the incorporation by reference in the Registration Statements on Form S8 (Nos. 333-126329, 333-122509, 333-103046, 333-72479, 333-180361 and 333-211922) of Landauer, Inc. of our reports dated December 14, 2016 relating to the consolidated financial statements and financial statement schedule, and the effectiveness of Landauer, Inc.’s internal control over financial reporting, which appear in this Form 10-K. 

/s/ BDO USA, LLP

Chicago, IL

December 14, 2016

R-221 (6/14)

EX-23.(B)

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-126329, 333-122509, 333-103046, 333-72479, 333-180361 and 333-211922) of Landauer, Inc. of our report dated February 2, 2015 relating to the financial statements and financial statement schedule of Landauer, Inc. which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

December 14, 2016

EX-31.1

Exhibit 31.1

Certification

I, Michael P. Kaminski, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Landauer, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
December 14, 2016			/s/ Michael P. Kaminski
			Michael P. Kaminski
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Daniel J. Fujii, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Landauer, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
December 14, 2016			/s/ Daniel J. Fujii
			Daniel J. Fujii
			Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Landauer, Inc. (the “Company”) on Form 10-K for the fiscal year ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Kaminski, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

i.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Landauer, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1
December 14, 2016	/s/ Michael P. Kaminski
	Michael P. Kaminski
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Landauer, Inc. (the “Company”) on Form 10-K for the fiscal year ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Fujii, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

i.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Landauer, Inc. and will be retained by the Company. and furnished to the Securities and Exchange Commission or its staff upon request.

1
December 14, 2016	/s/ Daniel J. Fujii
	Daniel J. Fujii
	Chief Financial Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2016	Dec. 09, 2016	Mar. 31, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2016
Entity Registrant Name	LANDAUER INC
Trading Symbol	ldr
Entity Central Index Key	0000825410
Current Fiscal Year End Date	--09-30
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 314,000,000
Entity Common Stock, Shares Outstanding		9,621,927

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
ASSETS
Cash and cash equivalents	$ 13,285	$ 15,314
Receivables, net of allowances of $1,296 in 2016 and $1,556 in 2015	31,998	32,412
Inventories	5,670	7,035
Deferred income tax assets - current (Note 9)	2,098	4,871
Prepaid income taxes (Note 9)	764	40
Prepaid expenses and other current assets	2,187	2,081
Total current assets	56,002	61,753
Property, plant and equipment, at cost:
Land and improvements	568	626
Buildings and improvements	4,643	4,905
Internal software	51,173	50,746
Equipment	48,853	48,045
Total property, plant and equipment	105,237	104,322
Accumulated depreciation and amortization	(58,820)	(57,955)
Property, plant and equipment, net	46,417	46,367
Equity in joint ventures (Note 6)	26,174	24,010
Goodwill (Note 7)	33,807	35,072
Intangible assets, net of accumulated amortization of $11,772 in 2016 and $38,662 in 2015	9,297	13,052
Dosimetry devices, net of accumulated depreciation of $6,197 in 2016 and $5,282 in 2015	3,162	3,562
Deferred income tax assets (Note 9)	9,104	16,702
Other assets (Note 2)	6,853	8,226
Total Assets	190,816	208,744
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	3,012	5,773
Dividends payable (Note 11)	2,815	2,684
Deferred contract revenue	13,932	13,904
Accrued compensation and related costs	9,256	8,603
Accrued severance (Note 3)	302	972
Other accrued expenses	5,181	6,557
Total current liabilities	34,498	38,493
Long-term debt (Note 10)	109,100	133,385
Pension and postretirement obligations (Note 12)	24,833	20,508
Deferred income tax liabilities (Note 9)	86	270
Uncertain income tax liabilities (Note 9)	1,495	2,310
Other non-current liabilities	205	1,451
Total liabilities	170,217	196,417
Commitments and Contingencies (Note 13)
Stockholders’ Equity
Preferred stock, $.10 par value per share, authorized 1,000,000 shares; none issued
Common stock, $.10 par value per share, authorized 20,000,000 shares; 9,727,264 and 9,641,532 issued and outstanding, respectively, in 2016 and 2015 (Note 11)	973	964
Additional paid in capital	43,982	41,531
Accumulated other comprehensive loss	(15,266)	(13,741)
(Accumulated deficit) retained earnings	(10,511)	(17,559)
Landauer, Inc. stockholders' equity	19,178	11,195
Noncontrolling interest	1,421	1,132
Total stockholders’ equity	20,599	12,327
Total Liabilities and Stockholders’ Equity	$ 190,816	$ 208,744

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Consolidated Balance Sheets [Abstract]
Receivables, allowances	$ 1,296	$ 1,556
Intangible assets, accumulated amortization	11,772	38,662
Dosimetry devices, accumulated depreciation	$ 6,197	$ 5,282
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	9,727,264	9,641,532
Common stock, shares outstanding	9,727,264	9,641,532

XML

Consolidated Statements Of Operations - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Service revenues	$ 130,614	$ 128,771	$ 127,698
Product revenues	18,625	22,543	27,364
Total revenues	149,239	151,314	155,062
Costs and expenses:
Service costs	66,795	63,876	61,649
Product costs	6,966	8,709	12,506
Total cost of sales	73,761	72,585	74,155
Gross profit	75,478	78,729	80,907
Selling, general and administrative expense	48,837	53,989	54,904
Goodwill and other intangible assets impairment charge			62,188
Acquisition and reorganization costs	0	1,041	3,802
Operating income (loss)	26,641	23,699	(39,987)
Equity in income of joint ventures	1,483	2,307	2,939
Interest expense, net	(3,419)	(4,370)	(3,424)
Other income (expense), net	3,648	(314)	(26)
Income (loss) before taxes	28,353	21,322	(40,498)
Income tax expense (benefit)	9,899	6,273	(15,800)
Net income (loss)	18,454	15,049	(24,698)
Less: Net income attributed to noncontrolling interest	701	506	505
Net income (loss) attributed to Landauer, Inc.	$ 17,753	$ 14,543	$ (25,203)
Net income (loss) per share attributed to Landauer, Inc. shareholders:
Basic	$ 1.86	$ 1.52	$ (2.65)
Weighted average basic shares outstanding	9,526,000	9,511,000	9,524,000
Diluted	$ 1.85	$ 1.52	$ (2.65)
Weighted average diluted shares outstanding	9,569,000	9,540,000	9,524,000

XML

Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Net (loss) income	$ 18,454	$ 15,049	$ (24,698)
Other comprehensive income (loss):
Defined benefit pension and postretirement plans activity, net of taxes	(2,038)	(711)	(3,664)
Unrealized gains (losses) on available-for-sale securities, net of taxes	(259)	93	34
Foreign currency translation adjustment, net of taxes	774	(3,354)	(2,221)
Comprehensive (loss) income	16,931	11,077	(30,549)
Parent [Member]
Net (loss) income	17,753	14,543	(25,203)
Other comprehensive income (loss):
Defined benefit pension and postretirement plans activity, net of taxes	(2,038)	(711)	(3,664)
Unrealized gains (losses) on available-for-sale securities, net of taxes	(259)	93	34
Foreign currency translation adjustment, net of taxes	772	(2,975)	(2,110)
Comprehensive (loss) income	16,228	10,950	(30,943)
Non-Controlling Interest [Member]
Net (loss) income	701	506	505
Other comprehensive income (loss):
Foreign currency translation adjustment, net of taxes	2	(379)	(111)
Comprehensive (loss) income	$ 703	$ 127	$ 394

XML

Consolidated Statements Of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Consolidated Statements Of Comprehensive Income (Loss) [Abstract]
Defined benefit pension and postretirement plans activity, tax	$ 1,291	$ 418	$ 2,152
Unrealized gains/(losses) on available-for-sale securities, tax	34	(17)	4
Foreign currency translation adjustment, tax	$ (1,725)	$ 1,602	$ 1,188

XML

Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	(Accumulated Deficit) Retained Earnings [Member]	Non-Controlling Interest [Member]	Total
Balance at Sep. 30, 2013	$ 958	$ 39,465	$ (4,408)	$ 27,412	$ 1,585	$ 65,012
Balance, shares at Sep. 30, 2013	9,575,926
Stock-based compensation arrangements		852				852
Stock-based compensation arrangements, shares	1,948
Dividends				(21,082)	(499)	(21,581)
Net income				(25,203)	505	(24,698)
Foreign currency translation adjustment			(2,110)		(111)	(2,221)
Unrealized gains (losses) on available-for-sale securities, net of tax			34			34
Defined benefit pension and postretirement plans activity, net of tax			(3,664)			(3,664)
Balance at Sep. 30, 2014	$ 958	40,317	(10,148)	(18,873)	1,480	13,734
Balance, shares at Sep. 30, 2014	9,577,874
Stock-based compensation arrangements	$ 6	1,214				1,220
Stock-based compensation arrangements, shares	63,658
Dividends				(13,229)	(475)	(13,704)
Net income				14,543	506	15,049
Foreign currency translation adjustment			(2,975)		(379)	(3,354)
Unrealized gains (losses) on available-for-sale securities, net of tax			93			93
Defined benefit pension and postretirement plans activity, net of tax			(711)			(711)
Balance at Sep. 30, 2015	$ 964	41,531	(13,741)	(17,559)	1,132	$ 12,327
Balance, shares at Sep. 30, 2015	9,641,532					9,641,532
Stock-based compensation arrangements	$ 9	2,451				$ 2,460
Stock-based compensation arrangements, shares	85,732
Dividends				(10,705)	(414)	(11,119)
Net income				17,753	701	18,454
Foreign currency translation adjustment			772		2	774
Unrealized gains (losses) on available-for-sale securities, net of tax			(259)			(259)
Defined benefit pension and postretirement plans activity, net of tax			(2,038)			(2,038)
Balance at Sep. 30, 2016	$ 973	$ 43,982	$ (15,266)	$ (10,511)	$ 1,421	$ 20,599
Balance, shares at Sep. 30, 2016	9,727,264					9,727,264

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ 18,454	$ 15,049	$ (24,698)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	11,072	12,312	13,915
Goodwill and other intangible assets impairment charge			62,188
Loss on sale, disposal and abandonment of assets	705	181	208
(Gain) loss on investments	(754)	176	(419)
(Gain) loss on disposition of business	(4,131)	366
Equity in income of joint ventures	(1,483)	(2,307)	(2,939)
Dividends from joint ventures	1,195	1,144	1,340
Stock-based compensation and related net tax benefits	2,841	1,583	2,074
Current and long-term deferred income taxes, net	9,150	238	(26,920)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net	(651)	471	2,568
(Increase) decrease in prepaid income taxes	(732)	1,694	1,363
Decrease (increase) in other operating assets, net	106	(544)	1,497
(Decrease) increase in accounts payable and other accrued liabilities	(3,774)	(1,246)	2,854
(Decrease) increase in other operating liabilities, net	(458)	(864)	3,654
Net cash provided by operating activities	31,540	28,253	36,685
Cash flows from investing activities:
Acquisition of property, plant and equipment	(8,893)	(7,974)	(4,161)
Proceeds from disposition of business	10,089	6,958
Acquisition of joint ventures and businesses, net of cash acquired			(1,800)
Other investing activities, net	583	(1,262)	(1,255)
Net cash provided by (used in) investing activities	1,779	(2,278)	(7,216)
Cash flows from financing activities:
Net borrowings on revolving credit facility			(60)
Long–term borrowings - loan	17,000	30,300	33,800
Long–term borrowings - repayment	(41,285)	(30,500)	(43,000)
Dividends paid to stockholders	(10,574)	(15,874)	(21,048)
Other financing activities, net	(420)	(449)	(597)
Net cash used in financing activities	(35,279)	(16,523)	(30,905)
Effects of foreign currency translation	(69)	(899)	(475)
Net (decrease) increase in cash and cash equivalents	(2,029)	8,553	(1,911)
Opening balance – cash and cash equivalents	15,314	6,761	8,672
Ending balance – cash and cash equivalents	13,285	15,314	6,761
Supplemental disclosure of cash flow information:
Accrued capital spending included in accounts payable and other accrued liabilities	747	1,068	351
Cash paid for interest, net of amounts capitalized	3,860	3,799	3,930
Cash paid for income taxes, net of refunds	$ 1,712	$ 6,661	$ 6,704

XML

Summary Of Significant Accounting Policies

12 Months Ended

Sep. 30, 2016

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

1.Summary of Significant Accounting Policies

Description of Business

Landauer, Inc., together with the subsidiaries through which businesses are conducted (the “Company”), is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, and a provider of radiology related medical products. The Company operates in three primary business segments: Radiation Measurement; Medical Physics; and Medical Products (divested in May 2016). Additional information regarding the Company’s segments is contained in Note 16.

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Entities in which the Company does not have a controlling financial interest, but is considered to have significant influence, are accounted for on the equity method.

Use of Estimates

The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all unrestricted cash and highly liquid investments with an original maturity of three months or less, primarily short-term money market instruments.

Receivables, Net of Allowances

Receivables, principally trade accounts receivable, are generally due within 30to90days and are stated at amounts due from customers, net of an allowance for sales returns and doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. We continuously monitor aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon the Company’s historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they are determined to be uncollectible.

Inventories

Inventories primarily include the components associated with dosimetry devices, which are stated at lower of cost or market utilizing a first-in, first-out method.

Long-lived Assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Plant, equipment and internal use software are depreciated on a straight-line basis over their respective estimated useful lives. Dosimetry devices, principally badges, and the accompanying software are amortized on a straight-line basis over their estimated useful lives. Expenditures for maintenance and repairs are charged to expense as incurred, and renewals and betterments are capitalized. The following table provides a summary of estimated useful lives by asset category:

	Estimated Useful Lives
Buildings and improvements	30 years
Internal software	5-  10 years
Equipment	3 - 8 years
Dosimetry devices	30 months - 8 years

Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable. The Company performs undiscounted operating cash flow analyses to determine if an impairment exists. For purposes of recognition and measurement of an impairment for assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. The Company also reviews the estimated remaining useful lives of long-lived assets whenever events or changes in business circumstances indicate the lives may have changed.

Equity in Joint Ventures

Entities in which the Company does not have a controlling financial interest but is considered to have significant influence are accounted for on the equity method. Under the equity method, a company records its share of net income or loss of an investment based on its percentage ownership. Additional information regarding the Company’s equity in joint ventures is contained in Note 6.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets must be assessed for impairment annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. Triggering events include, but are not limited to a current period operating or cash flow loss; a product, technology or service introduced by a competitor; or a loss of key personnel.

Goodwill impairment testing first requires a comparison between the carrying value and fair value of a reporting unit with associated goodwill. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit. The Company estimates the fair value of the reporting units using the income approach and the market approach. If the Company believes that the fair value of a reporting unit exceeds its carrying value by a substantial margin, the Company may perform a qualitative analysis instead.

If the fair value of a reporting unitexceeds its carrying amount, goodwill of the reporting unitis considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unitexceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’sgoodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’sgoodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unitis allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unithad been acquired in a business combination, and the fair value of the reporting unitwas the purchase price paid to acquire the segment.

The impairment test for an indefinite-lived intangible asset other than goodwill consists of first assessing qualitative factors, such as company, industry and economic trends. If determined to be necessary, the next step compares the fair value of the intangible asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized for the difference.

Additional information regarding the Company’s goodwill and other intangible assets is contained in Note 7.

Long-term Investments

The Company had long-term investments of $4,140 and $3,509 at September 30, 2016 and 2015, respectively that are held in a Rabbi trust for benefits under the Company’s deferred compensation plan. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments, classified as trading securities, include a money market fund and mutual funds that are publicly traded. Trading securities are carried at fair value with unrealized gains and losses included in earnings. The fair values of the shares or underlying securities of these funds are based on quoted market prices.

The Company had long-term investments of $0 and $1,763 at September 30, 2016 and 2015, respectively, consisting of fixed income mutual funds classified as available-for-sale securities. Available-for-sale securities are carried at fair value with unrealized gains and losses, net of tax, reported in other comprehensive income. The cost of securities sold is based on the specific identification method. The investments are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

Long-term investments are included in other long-term assets.

Revenue Recognition and Deferred Contract Revenue

The majority of the Radiation Measurement revenues are realized from radiation measurement services and other services incidental to radiation dose measurement. The measuring and monitoring services provided by the Company to its customers are of a subscription nature and are continuous. The Company views its business in the Radiation Measurement segment as services provided to customers over a period of time and the wear period is the period over which those services are provided. Badge production, wearing of badges, badge analysis, and report preparation are integral to the benefit that the Company provides to its customers. These services are provided to customers on an agreed-upon recurring basis (monthly, bi-monthly, quarterly, semi-annually or annually) that the customer chooses for the wear period. Revenue is recognized on a straight-line basisover the wear period. Revenues are recognized over the periods in which the customers wear the badges irrespective of whether invoiced in advance or in arrears.

Many customers pay for these services in advance. The amounts recorded as deferred contract revenue in the consolidated balance sheets represent customer deposits invoiced in advance during the preceding twelve months for services to be rendered over the succeeding twelve months, and are net of services rendered through the respective consolidated balance sheet date. Management believes that the amount of deferred contract revenue fairly represents the remaining business activity with customers invoiced in advance.

Other services incidental to measuring and monitoring augment the basic radiation measurement services that the Company offers, providing administrative and informational tools to customers for the management of their radiation detection programs. Other service revenues are recognized upon delivery of the reports to customers or as other such services are provided.

The Company sells radiation measurement products to its customers, principally InLight products, for their use in conducting radiation measurements or managing radiation detection programs. The Company recognizes Radiation Measurement segment product revenues upon shipment or delivery of goods when title and risk of loss pass to customers.

The Company, through its Medical Physics segment, offers full scope medical physics services to hospitals and radiation therapy centers. Services offered include, but are not limited to, clinical physics support in radiation oncology, commissioning services, special projects support and imaging physics services. Delivery of the medical physics services can be of a contracted, recurring nature or as a discrete project with a defined service outcome. Recurring services often are provided on the customer’s premises by a full-time employee or fraction of a full-time employee. Revenue is recognized for recurring services on a straight-line basis over the life of the contract unless there is another discernable pattern as the services are rendered. Revenue is recognized for fee for service projects when the service is delivered.

Contracted services are billed on an agreed-upon recurring basis, either in advance or arrears of the service being delivered. Customers may be billed monthly, quarterly, or at some other regular interval over the contracted period. The amounts recorded as deferred contract revenue represent amounts invoiced in advance of delivery of the service. Management believes that the amount of deferred contract revenue fairly represents remaining business activity with customers invoiced in advance.

Fee for service revenue is typically associated with much shorter contract periods, or with discrete individual projects, and revenue is recognized upon completion of the project and customer acceptance thereof.

Additional medical physics services under the full scope offering of the medical physics practice groups comprising the Medical Physics segment include radiation center design and consulting, accreditation work and quality assurance reviews.

The Company, through its Medical Products segment, offered high quality medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. The Medical Products segment recognized revenues upon shipment or delivery of goods when title and risk of loss pass to customers. The Medical Products segment was divested in May 2016.

The amounts recorded as deferred contract revenue in the consolidated balance sheets represent invoiced amounts in advance of delivery of the service, and are net of services rendered through the respective consolidated balance sheet date. Deferred contract revenue was $13,932 and $13,904, respectively, as of September 30, 2016 and 2015.

Concentrations of credit risk with respect to accounts receivable are limited. The large diversified customer base results in no single customer representing greater than 5% of revenue. The Company routinely reviews outstanding customer balances and records allowances for bad debts as necessary.

Research and Development

The cost of research and development programs is charged to selling, general and administrative expense as incurred and amounted to $4,017,  $4,579 and $5,813 in fiscal 2016, 2015 and 2014, respectively. Research and development costs include salaries and allocated employee benefits, third-party research contracts and supplies.

Advertising

The Company expenses the costs of advertising as incurred. Advertising expense, primarily related to product shows and exhibits, amounted to $1,105,  $1,023 and $1,191 in fiscal 2016, 2015 and 2014, respectively.

Income Taxes

The Company files income tax returns in the jurisdictions in which it has sufficient presence. The Company estimates the income tax provision for income taxes that are currently payable, and records deferred income tax assets and liabilities for the temporary differences in tax consequences between the financial statements and tax returns. The Company records a valuation allowance in situations where the realization of deferred income tax assets is not more likely than not. The Company recognizes the financial statement effects of its tax positions in its current and deferred income tax assets and liabilities when it is more likely than not that the position will be sustained upon examination by a taxing authority. Additional information regarding the Company’s income taxes is contained in Note 9.

Stock-Based Compensation

The Company measures and recognizes compensation cost at fair value as of the grant date for all share-based payments, including stock options.

The Company has not granted stock options subsequent to fiscal 2005. Awards of stock options in prior fiscal years were granted with an exercise price equal to the market value of the stock on the date of grant. The fair value of stock options was estimated using the Black-Scholes option-pricing model. Expected volatility and the expected life of stock options were based on historical experience. The risk free interest rate was derived from the implied yield available on U.S. Treasury zero-coupon issues with a remaining term, as of the date of grant, equal to the expected term of the option. The dividend yield was based on annual dividends and the fair market value of the Company’s stock on the date of grant. Compensation expense was recognized ratably over the vesting period of the stock option.

Subsequent to fiscal 2005, key employees and/or non-employee directors have been granted restricted share awards that consist of performance shares and time vested restricted stock. Performance shares represent a right to receive shares of common stock upon satisfaction of performance goals or other specified metrics. Restricted stock represents a right to receive shares of common stock upon the passage of a specified period of time. The fair value of performance shares and restricted stock is based on the Company’s closing stock price on the date of grant. Compensation expense for performance shares is recorded ratably over the vesting period, assuming that achievement of performance goals is deemed probable. Compensation expense for restricted stock is cliff vested and recognized ratably over the vesting period. The Company also retains the discretion to make additional awards to executives at other times for recruiting or retention purposes. Stock-based compensation for these awards can be either cliff or graded vested depending on the agreement, and recognized ratably over the vesting period.

Forfeitures of awards are estimated at the time of grant and stock-based compensation cost is recognized only for those awards expected to vest. The Company uses historical experience to estimate projected forfeitures. The Company recognizes the cumulative effect on current and prior periods of a change in the forfeiture rate, or actual forfeitures, as compensation cost or as a reduction of cost in the period of the revision.

Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and liabilities and weighted-average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within common shareholders’ equity as currency translation adjustment.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance for recognizing revenue from contracts with customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. In July 2015, the FASB deferred the effective date of the new revenue standard by one year. Public companies would now be required to adopt the new guidance for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The FASB decided to allow earlier adoption of the new revenue standard, but not earlier than the original effective date. This guidance is effective for the Company in the first quarter of fiscal 2019. The Company is currently evaluating the impact this guidance will have on its results of operations, financial position and liquidity.  To date, the Company has formed a committee to evaluate the impact and are in the initial stages of evaluation.

In June 2014, the FASB issued new guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period for which the requisite service has already been rendered. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In April 2015, the FASB issued new guidance on the presentation of debt issuance costs. This update requires a company to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The update requires retrospective application and represents a change in accounting principle. This guidance is effective for the Company in the first quarter of fiscal 2017, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In April 2015, the FASB issued new guidance on a customer’s accounting for fees paid in a cloud computing arrangement (CCA).  Under the new standard, customers will apply the same criteria as vendors to determine whether a CCA contains a software license or is solely a service contract.  This standard is effective for the Company in the first quarter of fiscal 2017.  The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. This update requires a company to measure inventory 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 guidance is effective for the Company in the first quarter of fiscal 2018, and should be applied prospectively with early adoption permitted. The Company is currently evaluating the impact this guidance will have on itsresults of operations, financial positionandliquidity.

In November 2015, the FASB issued new guidance on the presentation of deferred income taxes. This update requires a company to present deferred tax liabilities and assets as noncurrent in a classified statement of financial position rather than the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. This guidance is effective for the Company in the first quarter of fiscal 2018, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In February 2016, the FASB issued guidance on the accounting treatment for leases.  This guidance will require all leases with durations greater than twelve months to be recognized on the balance sheet of the lessee.  For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.  Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.  This guidance is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

In March 2016, the FASB issued new guidance to improve the accounting for share-based payments.  This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies.  The guidance also clarifies the statement of cash flows presentation for certain components of share-based awards.  The standard is effective for the Company in the first quarter of fiscal 2018, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

In June 2016, the FASB issued new guidance to introduce a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses.  The update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The update is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

In August 2016, the FASB issued guidance related to the presentation and classification of certain transactions in the Statement of Cash Flows where diversity in practice exists, making targeted changes to how cash receipts and cash payments are presented in the statement of cash flows.  The update is effective for the Company is the first quarter of fiscal 2018.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on the Consolidated Financial Statements.

XML

Fair Value Measurements

12 Months Ended

Sep. 30, 2016

Fair Value Measurements [Abstract]

Fair Value Measurements

2.Fair Value Measurements

The Companyestimatesthefair valueofassets and liabilitiesin accordance withthe framework establishedbytheauthoritative guidance for fair value measurements. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used inthe valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable.In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’ssignificant market assumptions.The level in the fair value hierarchy within which the fair value measurement is reported is based on the lowest level input that is significant to the measurement in its entirety.

The three levels of the hierarchy are as follows:

· Level 1– Unadjustedquoted prices in active markets for identical assetsorliabilitiesthat the Company has the ability to accessas of the reporting date.

· Level 2– Inputs other than quoted pricesincluded within Level 1 that are directlyobservable for the asset or liabilityor indirectly observable through corroboration with observable market data.

· Level 3– Unobservableinputsfor the asset or liability used to measure fair value thatreflectthe Company’sown assumptionsabout the assumptionsmarket participants would use in pricing the asset or liability.

Financial assets measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	453	$	-	$	-
Mutual funds		3,687		-		-
Total Financial Assets at Fair Value	$	4,140	$	-	$	-

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	272	$	-	$	-
Mutual funds		3,237		-		-
Available-for-sale securities		-		1,763		-
Total Financial Assets at Fair Value	$	3,509	$	1,763	$	-

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at September 30, 2016 and 2015, measured on a recurring basis.

The Level 1 financial assets are comprised of investments in trading securities, which are reported in other long-term assets. The investments are held in a Rabbi trust for benefits under the Company’s deferred compensation plan.  The fair value of the assets in the Rabbi trust approximate the deferred compensation liability. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments include a money market fund and mutual funds that are publicly traded. The fair values of the shares or underlying securities of these funds are based on quoted market prices.

The Level 2 financial assets are long-term investments consisting primarily of fixed income mutual funds classified as available-for-sale securities. These investments are reported in other long-term assets. The investments in fixed income mutual funds are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

The Company’s long term debt is classified as Level 2. The carrying amount of the Company’s long-term debt approximated fair value as the stated interest rates were variable in relation to prevailing market rates.

XML

Acquisition And Reorganization Costs

12 Months Ended

Sep. 30, 2016

Acquisition And Reorganization Costs [Abstract]

Acquisition And Reorganization Costs

3.Acquisition and Reorganization Costs

Acquisition and reorganization costs during fiscal 2016, 2015 and 2014 were $0,  $1,041 and $3,802, respectively.

Acquisition expenses, consisting primarily of fees for accounting, financial, legal and tax advice to support the due diligence, transaction structure and accounting for acquisitions, as well as costs in the pursuit of acquisitions that may not be consummated, were $0,$0 and $232, for fiscal 2016, 2015 and 2014, respectively.  Acquisition costs were expensed as incurred.

Reorganization costs for severance to support changes in selected management roles throughout the organization were $0,  $1,041 and $3,486, for fiscal 2016, 2015 and 2014, respectively. In fiscal 2016 and 2015 the Company made severance payments of $1,002 and $2,677, respectively. Remaining payments of $302 and $0 are expected to be paid in fiscal 2017 and 2018, respectively.

XML

Disposition Of Business

12 Months Ended

Sep. 30, 2016

Disposition Of Business [Abstract]

Disposition Of Business

4.Disposition of Business

The Company divested its Medical Products business in May 2016, and received cash proceeds of approximately $10.1 million, net of cash assumed by the acquirer and net of cash paid for transaction expenses. Cash proceeds of $0.8 million are held in escrow and are expected to be released to the Company in fiscal 2018.  The Company recognized a $4.1 million pre-tax gain on sale from the disposition of this business. The Company has evaluated whether this divestiture qualifies as a discontinued operation pursuant to FASB Accounting Standards Codification 205-20 “Discontinued Operations.” The Company has concluded that the divestiture of the Medical Products business does not represent a strategic shift and will not have a major effect on the Company’s financial results and operations, and is therefore not considered a discontinued operation.

The Company divested its radon business on September 30, 2015, and received cash proceeds of approximately $7.0 million, net of cash assumed by the acquirer and net of cash paid for transaction expenses. Approximately $0.7 million of transaction expenses were paid subsequent to the closing of the divestiture and were recorded in other accrued expenses on the Consolidated Balance Sheet as of September 30, 2015. The Company recognized a $1.0 million pre-tax gain on sale from the disposition of this business. In conjunction with this transaction, the Company released $1.4 million of foreign currency translation losses previously recorded in accumulated other comprehensive loss, resulting in a $0.4 million net loss on the disposition of business. The Company has evaluated whether this divestiture qualifies as a discontinued operation pursuant to FASB Accounting Standards Codification 205-20 “Discontinued Operations.” The Company has concluded that the transaction should not be reported as a discontinued operation and is not material to the Company’s financial results.

XML

Income (Loss) Per Common Share

12 Months Ended

Sep. 30, 2016

Income (Loss) Per Common Share [Abstract]

Income (Loss) Per Common Share

5.Income (Loss) per Common Share

Basic netincome (loss) per share was computed by dividing netincome (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share was computed by dividing net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock that would have been outstanding assuming dilution from stock-based compensation awards during the period.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends are treated as participating securities and included in the computation of earnings per share pursuant to the two-class method. The Company’s time vested restricted stock is a participating security. The following table sets forth the computation of net income (loss) per share for the years ended September 30:

(Dollars in Thousands, Except per Share)	2016		2015		2014
Basic Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Net income (loss) per share – Basic	$	1.86	$	1.52	$	(2.65)
Diluted Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Effect of dilutive securities		43		29		-
Diluted weighted average shares outstanding		9,569		9,540		9,524
Net income (loss) per share – Diluted	$	1.85	$	1.52	$	(2.65)

In periods where losses are recorded, inclusion of potentially dilutive securities in the calculation would decrease the loss per common share and, therefore, these securities are not added to the weighted average number of shares outstanding. The computations of diluted net loss per common share for fiscal 2014 did not include the following outstanding shares of restricted stock as well as the effects of options to acquire common stock as the inclusion of these securities would have been antidilutive:

	2016		2015		2014
Effect of dilutive securities		-		-		51

XML

Equity In Joint Ventures

12 Months Ended

Sep. 30, 2016

Equity In Joint Ventures [Abstract]

Equity In Joint Ventures

6.Equity in Joint Ventures

Equity in Joint Ventures consists of amounts invested in joint ventures in which the Company holds a noncontrolling interest. These investments are accounted for using the equity method of accounting.

At September 30, 2016, the Company had a 50% equity interest in Nagase-Landauer, Ltd. (“Nagase”), a radiation measurement company in Japan; a 50% equity interest in Epsilon-Landauer Dozimetri, a radiation measurement company in Turkey; and a 49% equity interest in Yamasato, Fujiwara, Higa & Associates, Inc., a domestic small business supplier to the International Atomic Energy Agency and the U.S. military.

The combined summary financial information as of and for the years ended September 30, 2016, 2015 and 2014 is presented for all equity method investments owned during the respective periods.

(Dollars in Thousands)	2016		2015		2014
Revenues	$	41,537	$	46,591	$	48,897
Gross profit		16,836		17,141		18,244
Net income		4,585		4,782		4,740

(Dollars in Thousands)	2016		2015
Current assets	$	21,159	$	23,053
Other assets		46,872		41,885
Current liabilities		12,689		15,077
Other liabilities		4,672		5,009

XML

Goodwill And Other Intangible Assets

12 Months Ended

Sep. 30, 2016

Goodwill And Other Intangible Assets [Abstract]

Goodwill And Other Intangible Assets

7.Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by reportable segment, for the years ended September 30, 2016 and 2015 were as follows:

(Dollars in Thousands)	Radiation Measurement		Medical Physics		Medical Products		Total
Balance as of September 30, 2015
Goodwill	$	11,002	$	22,611	$	65,527	$	99,140
Accumulated impairment losses		-		-		(64,068)		(64,068)
Balance as of September 30, 2015	$	11,002	$	22,611	$	1,459	$	35,072
Effects of foreign currency - Goodwill		194		-		(784)		(590)
Effects of foreign currency - Accumulated impairment losses		-		-		769		769
Decrease related to dispositions - Goodwill		-		-		(64,743)		(64,743)
Decrease related to dispositions - Accumulated impairment losses		-		-		63,299		63,299
Balance as of September 30, 2016
Goodwill	$	11,196	$	22,611	$	-	$	33,807
Accumulated impairment losses		-		-		-		-
Balance as of September 30, 2016	$	11,196	$	22,611	$	-	$	33,807

Goodwill and certain intangible assets with indefinite lives are reviewed annually for impairment and more frequently if an event occurs or circumstances change that would require the Company to perform an interim review. The Company has three segments: Radiation Measurement; Medical Physics; and Medical Products divested in May 2016.

The Company completed a quantitative assessment for the Radiation Measurement and Medical Physics reporting segments as of September 30, 2016 using the income approach and the market approach, and the estimated fair value of these reporting segments significantly exceeded their carrying values. The discount rates used in this valuation ranged from 9% to 10%.

The Company completed an impairment test for the Medical Products segment as of June 30, 2014 when it became apparent that anticipated revenue and profitability trends in Medical Products were not being achieved to the extent forecasted. Based on the testing performed, the Company recorded a non-cash impairment charge of $62.2 million, of which $41.4 million related to goodwill and $20.8 million related to intangible assets for the fiscal year ended September 30, 2014. The tax benefit associated with the goodwill impairment charge was $15.3 million, and the tax benefit associated with the intangible assets charge was $7.7 million.

During the third quarter of fiscal 2013, the Company performed an impairment analysis with respect to the carrying value of the goodwill in the Medical Products reporting unit. Based on the testing performed, the Company recorded a non-cash goodwill impairment charge of $22.7 million. The tax benefit associated with this charge was $8.5 million.

Intangible assets for the years ended September 30 were as follows:

	2016
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	16,982	$	10,436	$	6,546	$	-
Trademarks and tradenames		133		-		133		-
Licenses and patents		3,397		779		2,618		-
Other intangibles		557		557		-		-
Intangible assets	$	21,069	$	11,772	$	9,297	$	-

	2015
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	43,131	$	33,716		9,415	$	18,657
Trademarks and tradenames		2,181		2,051		130		1,498
Licenses and patents		5,825		2,338		3,487		665
Other intangibles		577		557		20		-
Intangible assets	$	51,714	$	38,662	$	13,052	$	20,820

The decrease in gross carrying amount and accumulated amortization of intangible assets from September 30, 2015 to September 30, 2016 was due primarily to the divestiture of the Medical Products business in May 2016.  No customer lists or tradenames were assumed during fiscal 2016 and 2015 relating to business combinations.  Amortization of intangible assets was $1,969,  $2,243 and $3,978 for the years ended September 30, 2016, 2015 and 2014, respectively. Annual aggregate amortization expense related to intangible assets is estimated to be approximately $1,099 in fiscal 2017, $1,099 in fiscal 2018, $980 in fiscal 2019, $860 in fiscal 2020 and $860 in fiscal 2021.

XML

Accumulated Other Comprehensive Loss

12 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

8.Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss included in the accompanying consolidated balance sheets consist of defined benefit pension and postretirement plan adjustments for net gains, losses and prior service costs, unrealized gains and losses on available-for-sale securities and cumulative foreign currency translation adjustments. Accumulated elements of other comprehensive loss, net of tax, are included in the stockholders’ equity section of the consolidated balance sheets. Changes in each component are as follows:

	Cumulative Foreign Currency Translation Adjustments		Unrealized Gains and Losses on Available-for-Sale Securities		Pension and Postretirement Plan Adjustments		Comprehensive (Loss) Income
Balance at September 30, 2013	$	(383)	$	132	$	(4,157)	$	(4,408)
Other comprehensive income before reclassifications		(2,110)		161		(3,988)		(5,937)
Amounts reclassified from accumulated other comprehensive income		-		(127)		324		197
Net period other comprehensive income		(2,110)		34		(3,664)		(5,740)
Balance at September 30, 2014	$	(2,493)	$	166	$	(7,821)	$	(10,148)
Other comprehensive income before reclassifications		(4,417)		177		(1,354)		(5,594)
Amounts reclassified from accumulated other comprehensive income		1,442		(84)		643		2,001
Net period other comprehensive income		(2,975)		93		(711)		(3,593)
Balance at September 30, 2015	$	(5,468)	$	259	$	(8,532)	$	(13,741)
Other comprehensive income before reclassifications		536		112		(3,030)		(2,382)
Amounts reclassified from accumulated other comprehensive income		236		(371)		992		857
Net period other comprehensive income		772		(259)		(2,038)		(1,525)
Balance at September 30, 2016	$	(4,696)	$	-	$	(10,570)	$	(15,266)

The tables below presents impacts on net income of significant amounts reclassified out of each component of accumulated other comprehensive income:

Pension and Postretirement Plan Adjustments (1)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		1,608		1,586		1,550
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		547		416		183
Total before tax		722		469		287
(Benefit) provision for income taxes		(270)		(174)		(37)
Total net of tax	$	992	$	643	$	324

⁽¹⁾ These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit costs (refer to Note 12 for additional details regarding employee benefit plans).

Unrealized Gains and Losses on Available-for-Sale Securities	2016		2015		2014
Realized gains on available-for-sale investments into earnings (1)	$	(437)	$	(99)	$	(150)
Total before tax		(437)		(99)		(150)
Provision for income taxes (2)		(66)		(15)		(23)
Total net of tax	$	(371)	$	(84)	$	(127)

⁽¹⁾ This amount is reported in Interest Expense, net on the Consolidated Statements of Operations.

⁽²⁾ This amount is reported in Income Tax Expense (Benefit) on the Consolidated Statements of Operations.

XML

Income Taxes

12 Months Ended

Sep. 30, 2016

Income Taxes [Abstract]

Income Taxes

9.Income Taxes

The components of pretax income for the years ended September 30 were as follows:

(Dollars in Thousands)	2016		2015		2014
Pretax income:
U.S.	$	22,081	$	14,940	$	(46,061)
Foreign		6,272		6,382		5,563
Total pretax income	$	28,353	$	21,322	$	(40,498)

The components of the provision for income taxes for the years ended September 30 were as follows:

(Dollars in Thousands)	2016		2015		2014
Current:
U.S. Federal	$	(2,322)	$	2,407	$	5,581
State and local		152		405		591
Foreign		2,355		2,708		1,858
Current tax provision	$	185	$	5,520	$	8,030
Deferred:
U.S. Federal	$	8,961	$	990	$	(22,261)
State and local		770		68		(1,320)
Foreign		(17)		(305)		(249)
Deferred tax provision	$	9,714	$	753	$	(23,830)
Income tax provision	$	9,899	$	6,273	$	(15,800)

The effective tax rates for the fiscal years ended September 30, 2016, 2015 and 2014were 34.9%,  29.4% and 39.0%, respectively. The increase in the fiscal 2016 effective tax rate was primarily due to the mix of earnings between jurisdictions with differing tax rates and the valuation allowance recorded to offset the tax impact of capital losses generated from divestitures..  The following is a reconciliation of the U.S. federal statutory rate of 35.0% to the effective income tax rate:

	2016			2015			2014
U.S. Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local taxes net of Federal tax benefit		2.1	%		1.3	%		2.4	%
Effect of foreign affiliates		(2.8)	%		(4.4)	%		1.1	%
Earnings of unconsolidated affiliates		(2.0)	%		(3.2)	%		1.9	%
R&D credit		(1.0)	%		(0.4)	%		0.0	%
Domestic production activity deduction		0.0	%		(0.8)	%		0.7	%
Partnership income		1.6	%		1.9	%		(1.3)	%
Provision to return adjustments		0.1	%		(0.9)	%		(0.4)	%
Meals and entertainment		0.3	%		0.5	%		(0.3)	%
Change in deferred rate		0.0	%		0.0	%		0.1	%
Uncertain tax positions		(1.7)	%		(1.6)	%		(0.3)	%
Valuation allowance		1.5	%		0.0	%		0.0	%
Other		1.8	%		2.0	%		0.1	%
Effective income tax rate		34.9	%		29.4	%		39.0	%

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of the following at September 30:

(Dollars in Thousands)	2016		2015
Deferred tax assets:
Post-retirement benefits	$	7,635	$	6,228
Compensation expense		4,054		3,510
NOLs and attributes		16,350		289
Intangible asset amortization		-		19,782
Cumulative translation adjustment		1,095		2,820
Other deferred tax assets		1,611		3,222
		30,745		35,851
Valuation allowance		(456)		-
Total deferred tax assets, net of allowance		30,289		35,851
Deferred tax liabilities:
Depreciation		2,322		1,085
Software development		12,156		12,400
Intangible asset amortization		4,001		-
Equity method investment		641		689
Unremitted earnings of foreign subsidiaries		53		347
Other deferred tax liabilities		-		27
		19,173		14,548
Net deferred tax asset	$	11,116	$	21,303

At September 30, 2016, the Company recorded a $13,300 state and federal net operating loss (“NOL”) deferred tax asset related to the May 2016 divestiture of IZI Medical Products, LLC, which will expire between 2022 and 2037. The Company believes that the realization of this deferred tax assets is more likely than not based upon the expectation that the Company will generate the necessary taxable income in the future periods. Therefore, no valuation allowance was recorded for this deferred tax asset.

At September 30, 2016, the Company recorded a $456 capital loss deferred tax asset related to the Ilumark GmbH entity that was divested together with IZI Medical Products, LLC.  This capital loss deferred tax asset will expire in 2022.  The Company believes it is more likely than not that the benefit from this deferred tax asset will not be realized. In recognition of this risk, the Company has recorded a valuation allowance of $456 against the deferred tax asset.  

The Company has provided for U.S. deferred income taxes and foreign withholding tax in the amount of $53 on undistributed earnings not considered permanently reinvested in its non-U.S. subsidiaries. The Company has no indefinitely reinvested foreign earnings and profits as of 2016.

As of September 30, 2016, the Company’s U.S. income tax returns for fiscal 2013 and subsequent years remained subject to examination by the Internal Revenue Service (“IRS”). State income tax returns generally have statute of limitations for periods between three and four years from the date of filing. The Company is currently undergoing a state income tax audit. The Company does not expect the audit to have a material impact on its consolidated financial statements. The Company is not currently under audit in any foreign jurisdictions. The Company’s foreign operations have statute of limitations on the examination of tax returns for periods between two and six years.

The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various U.S. federal, state, local and foreign jurisdictions for various tax periods. The Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of the income tax laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions, as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities may differ from actual payments or assessments.

Accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on its tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made.

A reconciliation of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows:

(Dollars in Thousands)	2016		2015		2014
Balance at beginning of year	$	1,993	$	2,917	$	2,775
Tax positions related to current year:
Gross increases		1		112		358
Tax positions related to prior periods:
Gross increases		88		81		65
Decreases related to lapse of statute of limitations		(789)		(1,117)		(281)
Balance at end of year	$	1,293	$	1,993	$	2,917

The total amount of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax rate was $812, $1,274 and $1,840, as of September 30, 2016, 2015 and 2014, respectively.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of September 30, 2016 and 2015, the gross amount of interest and penalties recorded was $202 and  $316, respectively. The Company’s unrecognized tax benefits are primarily due to intercompany allocations between jurisdictions. The amount of unrecognized tax benefits and the related interest and penalties expected to reverse within the next fiscal year is estimated to be approximately $559.

XML

Credit Facility

12 Months Ended

Sep. 30, 2016

Credit Facility [Abstract]

Credit Facility

10.Credit Facility

On August 2, 2013, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with its group of lenders that provided, among other things, the extension of the expiration date from November 14, 2016 to August 2, 2018 and the increase of the accordion feature from $25,000 to $50,000.

In addition, the covenants for minimum net worth were deleted from the Credit Agreement. The leverage ratio covenants changed to a maximum 3.50 to 1.00 for the period of September 30, 2013 through June 30, 2015, and to a maximum 3.25 to 1.00 for the periods September 30, 2015 and thereafter. The fixed charge ratio covenants changed to a minimum 1.10 to 1.00 for the period of September 30, 2013 through June 30, 2015, and to a minimum 1.15 to 1.00 for the periods September 30, 2015 and thereafter. The amended terms also provide for an interest rate equal to LIBOR plus a margin of between 1.25% and 2.50% and for the base rate a margin of between 0.25% and 1.50%.

On June 30, 2014, the Company and its subsidiaries GPS and IZI (collectively, the “Borrowers”), entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders that are party thereto (collectively, the “Lenders”). The Amendment amended, among other things, (i) the definition of Capital Expenditures and EBITDA and (ii) kept the fixed charge coverage ratio covenant and the leverage ratio covenant constant (1.10 to 1.00 and 3.50 to 1.00, respectively) through the remainder of the term of the Credit Agreement. In connection with the Amendment, the Company paid certain amendment fees to the Lenders and certain other fees and expenses to the Administrative Agent.

On December 18, 2014, the Borrowers entered into a Consent and Amendment to the Credit Agreement (the “Consent”) with the Administrative Agent and the Lenders. The Company and the Lenders and the Administrative Agent agreed to consent, on a one time basis only, to a delay in the delivery of audited financial statements and related deliveries for fiscal 2014. The Company was required to provide its annual audited financial statements and related deliveries for fiscal 2014 only within 120 days after the end of fiscal 2014. The Company also was required to provide unaudited financial statements and related deliveries for fiscal 2014 within 90 days after the end of fiscal 2014. The Company paid a non-refundable consent fee to the Lendersin connection with the Consent.

On January 28, 2015, the Borrowers, entered into a second Consent and Amendment to the Credit Agreement (the “Second Consent”) with the Administrative Agent and the Lenders. The Company and the Lenders and the Administrative Agent agreed to consent, on a one time basis only, to a delay in the delivery of audited financial statements and related deliveries for fiscal 2014, whereby the Company was required to provide its annual audited financial statements and related deliveries for fiscal 2014 no later than February 11, 2015. The Company complied with the terms and conditions of the Second Consent.

Borrowings under the credit agreement are classified as long-term debt. The Company repaid $41,285,  $30,500 and $43,000 of the borrowings under the credit facility for the fiscal years ended September 30, 2016, 2015 and 2014, respectively. The balance outstanding under the Company’s credit agreement was $109,100 and $133,385 as of September 30, 2016 and 2015, respectively. Interest expense on the borrowings was $3,852,  $3,833 and $3,968 for the fiscal years ended September 30, 2016, 2015 and 2014, respectively. The weighted average interest rate for the base and LIBOR rate was2.9%,2.7% and2.6%for fiscal 2016, 2015 and 2014, respectively. The applicable interest rate for the base and LIBOR rate separately was 4.75% and 2.77% per annum at September 30, 2016 and 4.75% and 2.69% per annum at September 30, 2015.

As of September 30, 2016, the Company had $65.9 million of unused availability under its $175.0 million credit facility and was in compliance with all covenants.  In December 2016, the Company notified its lenders that it is voluntarily reducing its credit facility from $175.0 million to $140.0 million due to the significant unused availability.

XML

Capital Stock

12 Months Ended

Sep. 30, 2016

Capital Stock [Abstract]

Capital Stock

11.Capital Stock

The Company has two classes of capital stock, preferred and common, with a par value of $0.10 per share for each class. Of 20,000,000 common shares which are authorized, there were 9,727,264 and 9,641,532 shares of common stock issued and outstanding as of September 30, 2016 and 2015, respectively. Of 1,000,000 preferred shares which are authorized, there were no shares of preferred stock issued. Cash dividends of $1.100 per common share were declared in fiscal year 2016. As of September 30, 2016, there were accrued and unpaid dividends of $2,815. The Company has reserved 700,000 shares of common stock under the 2016 Landauer, Inc. Incentive Compensation Plan approved by shareholders on February 18, 2016.  Previously, Landauer had reserved 500,000 shares of common stock for grants under its Landauer, Inc. Incentive Compensation Plan.  Upon approval of the new plan in 2016, all shares reserved under the prior plan were cancelled.

XML

Employee Benefit Plans

12 Months Ended

Sep. 30, 2016

Employee Benefit Plans [Abstract]

Employee Benefit Plans

12.Employee Benefit Plans

The Company sponsors postretirement benefit plans to provide pension, supplemental retirement funds, and medical expense reimbursement to eligible retired employees, as well as a directors’ retirement plan that provides for certain retirement benefits payable to non-employee directors. Following is a description of these benefit plans.

Defined Contribution Plans 

The Company sponsors a 401(k) retirement savings plan covering substantially all Radiation Measurement U.S. full-time employees as well as substantially all of the employees of the Company’s Medical Physics segment and, prior to its divestiture, the Medical Products segment. The Company also maintains a supplemental defined contribution plan for certain executives, which allows participating executives to make voluntary deferrals and provides for employer contributions at theCompany’s discretion.

The plans are qualified under applicable sections of the Internal Revenue Code and allow employees to contribute a portion of their pre-tax income in accordance with specified guidelines. The Company matches a percentage of the employee contributions up to certain limits. Amounts expensed for Company contributions under these plans during the fiscal years ended September 30, 2016, 2015 and 2014 were $1,842, $1,784 and $1,723, respectively.

Defined Benefit Plans

Historically the Company provided, to substantially all full-time employees in the U.S., a qualified noncontributory defined benefit pension plan to provide a basic replacement income benefit upon retirement. For key executives, the basic benefit was augmented with a supplemental executive retirement plan to address U.S. tax law limitations placed on the benefits under the qualified pension plan. The supplemental plan is not separately funded and costs of the plan are expensed annually. The qualified noncontributory defined benefit pension plan and the supplemental executive retirement plan were frozen in fiscal 2009 and future benefit accruals under such plans ceased. The Company formerly maintained a directors’ retirement plan that provided certain retirement benefits for non-employee directors. The directors’ plan was terminated in January 1997 and benefits accrued under the retirement plan were frozen.

The Company also maintains an unfunded retiree medical expense reimbursement plan. Under the terms of the plan, which covers retirees with ten or more years of service, the Company reimburses retirees to age 70, or to age 65 in accordance with plan changes effective October 1, 2005, for (i) a portion of the cost of coverage under the then-current medical and dental insurance plans if the retiree is under age 65, or (ii) all or a portion of the cost of Medicare and supplemental coverage if the retiree is over age 64. The assumptions for health-care cost ultimate trend rates were 6% for those younger than 65, and 5% for those 65 and older.

The Company recognizes the over- or underfunded status of its defined benefit pension and postretirement plans on its balance sheet and recognizes changes in the funded status, as the changes occur, through comprehensive income. The Company uses its fiscal year end, September 30, as the measurement date for its plans. The following tables set forth the status of the combined defined benefit pension plans and the postretirement medical plan, as pension benefits and other benefits, respectively, at September 30.

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	39,049	$	38,976	$	1,013	$	1,299
Service cost		-		-		60		51
Interest cost		1,570		1,554		38		32
Actuarial (gain) loss		4,119		(251)		160		(347)
Benefits paid		(1,256)		(1,230)		(47)		(22)
Benefit obligation at end of year		43,482		39,049		1,224		1,013
Change in plan assets:
Fair value of plan assets at beginning of year		23,399		24,785		-		-
Actual return on plan assets		1,768		(561)		-		-
Employer contributions		408		405		47		22
Benefits paid		(1,256)		(1,230)		(47)		(22)
Fair value of plan assets at end of year		24,319		23,399		-		-
Funded status at end of year	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Amounts recognized in consolidated balance sheets:
Current liabilities – accrued pension and postretirement costs	$	(410)	$	(398)	$	(83)	$	(68)
Noncurrent liabilities – pension and postretirement obligations		(18,753)		(15,252)		(1,141)		(945)
Net amount recognized	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)
Amounts recognized in accumulated other comprehensive income (loss):
Net loss (gain)	$	16,833	$	13,550	$	(155)	$	(330)
Net amount recognized in accumulated other comprehensive income (loss)	$	16,833	$	13,550	$	(155)	$	(330)

As of September 30, 2016 and 2015, the accumulated benefit obligation for all defined benefit pension plans was $43,482 and $39,049 respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets as of September 30 is set forth in the following table:

(Dollars in Thousands)	2016		2015
Projected benefit obligation	$	43,482	$	39,049
Accumulated benefit obligation		43,482		39,049
Fair value of plan assets		24,319		23,399

The components of net periodic benefit cost that were amortized from Accumulated Other Comprehensive Income were as follows:

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Interest cost	$	1,570	$	1,554	$	1,500
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		562		464		194
Net periodic benefit cost	$	639	$	434	$	186
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		38		32		51
Amortization of net gain		(15)		(48)		(11)
Net periodic benefit cost	$	83	$	35	$	102

Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax, were as follows:

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Net loss	$	3,845	$	1,894	$	5,848
Amortization of net loss		(562)		(464)		(194)
Total recognized in other comprehensive income (loss)		3,283		1,430		5,654
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	3,922	$	1,864	$	5,840
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Net (gain) loss	$	160	$	(348)	$	150
Amortization of net gain		15		48		11
Total recognized in other comprehensive income (loss)		175		(300)		161
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	258	$	(265)	$	263

The estimated pre-tax amount in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over the next fiscal year for pension benefits is a net loss of $11,335.The estimated pre-tax amount in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over the next fiscal year for other benefits is a net gain of $5,532.

Assumptions

The weighted-average discount rate used to determine benefit obligations at September 30, 2016 was 3.38%,3.04%,  3.30% and 2.35% for Pension, Key Executive SERP, Manager SERP and Directors plans, respectively, which all fall under “Pension Benefits” in this footnote. The weighted-average discount rate used to determine benefit obligations under “Other Benefits” was 2.76% at September 30, 2016.

The weighted-average assumptions used to determine net periodic benefit cost for years ended September 30 were as follows:

	Pension Benefits			Other Benefits
	2016	2015	2014	2016	2015	2014
Discount rate	4.15%	4.14%	4.72%	3.43%	3.40%	4.72%
Expected long-term return on plan assets	6.50%	6.50%	6.50%	na	na	na
Rate of compensation increase	na	na	na	na	na	na

The expected long-term rate of return of plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolio was developed and adjusted for historical and expected experience of the active portfolio management results compared to the benchmark returns and for the effect of expenses paid from plan assets. The Company reviews this long-term assumption on an annual basis.

Assumed health care cost trend rates at September 30 were as follows:

	2016	2015
Health care cost trend rate assumed for next year	10%	10%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6%	6%
Year that the rate reaches the ultimate trend rate	2020	2019

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects as of September 30, 2016.

(Dollars in Thousands)	1-Percentage- Point Increase		1-Percentage-  Point Decrease
Effect on aggregate of service and interest cost	$	8	$	8
Effect on postretirement benefit obligation	$	103	$	91

Contributions

The Company, under IRS minimum funding standards, has no required contributions to make to its defined benefit pension plan during fiscal 2017.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service as appropriate, are expected to be paid:

(Dollars in Thousands)		Pension  Benefits		Other  Benefits
2017	$	1,391	$	84
2018		1,588		124
2019		1,785		113
2020		1,794		104
2021		1,955		89
Years 2022-2026		11,005		649

Plan Assets

The Company’s pension plan weighted-average asset allocations by asset category at September 30 were as follows:

	Plan Assets at September 30,
Asset Category:	2016	2015
Fixed income	44%	46%
Equity securities	55%	53%
Cash equivalents	1%	1%
Total	100%	100%

Plan assets for the qualified defined benefit pension plan include marketable equity securities, corporate and government debt securities, and cash and short-term investments. The plan assets are not directly invested in the Company’s common stock. The supplemental executive retirement plans and the directors’ retirement plan are not separately funded.

The plan’s investment strategy supports the objectives of the plan. These objectives are to maximize returns in order to meet long-term cash requirements within reasonable and prudent levels of risk. To achieve these objectives, the Company has established a strategic asset allocation policy which is to maintain approximately one half of plan assets in high quality fixed income securities such as investment grade bonds and short-term government securities, with the other half containing large capitalization equity securities. The plan’s objective is to periodically rebalance its assets to approximate weighted-average target asset allocations. Investments are diversified across classes and within each class to minimize the risk of large losses.

Additional information regarding fair value inputs and hierarchy is contained in Note 2. Plan assets measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	-	$	158	$	-
Debt securities:
Domestic		10,276		-		-
International		489		-		-
Equity securities:
Domestic		11,078		-		-
International		2,318		-		-
Total assets at fair value	$	24,161	$	158	$	-

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	129	$	-	$	-
Debt securities:
Corporate bonds		9,095		-		-
Government bonds		1,679		-		-
Equity securities:
Domestic		10,245		-		-
International		2,251		-		-
Total assets at fair value	$	23,399	$	-	$	-

XML

Commitments And Contingencies

12 Months Ended

Sep. 30, 2016

Commitments And Contingencies [Abstract]

Commitments And Contingencies

13.Commitments and Contingencies

The Company is a party to a variety of legal proceedings that arise in the ordinary course of its business. While the results of these legal proceedings cannot be predicted with certainty, the Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. As of September 30, 2016, management believes that the final outcomes of these proceedings are not probable or estimable and there are no claims that are reasonably possible that require disclosure.  The total future minimum lease obligations for operating leases as of September 30, 2016 are $3,183 for fiscal years 2017 through 2021.

XML

Stock-Based Compensation

12 Months Ended

Sep. 30, 2016

Stock-Based Compensation [Abstract]

Stock-Based Compensation

14.Stock-Based Compensation

The Company maintains two stock-based compensation awards for key employees and/or non-employee directors:(i) the Landauer, Inc. Incentive Compensation Plan (the “IC Plan”), which was approved by shareholders in February 2008; and (ii) the 2016 Landauer, Inc. Incentive Compensation Plan (the “2016 IC Plan”), which was approved by shareholders in February 2016. For future grants, the 2016 IC Plan replaced all previous plans. The Company reserved 700,000 shares of its common stock for grant under the 2016 IC Plan, and shares reserved for award and unused under the previous plans were cancelled. The 2016 IC Plan provides for grants of options to purchase the Company’s common stock, restricted stock, restricted stock units, performance shares and units, and stock appreciation rights. Shares issued upon settlement of stock-based compensation awards are issued from the Company’s authorized, unissued stock.

Stock-based compensation expense, primarily for grants of restricted stock, totaled approximately $2,841,  $1,583, and $2,092 for fiscal 2016, 2015, and 2014, respectively. The total income tax benefit recognized in the consolidated statements of operations related to expense for stock-based compensation was approximately $1,061,  $586, and $774 during fiscal 2016, 2015 and 2014, respectively.

Restricted Share Awards

Restricted share awards consist of performance shares and time-vested restricted stock. Expense related to performance shares and restricted stock is recognized ratably over the vesting period. Restricted stock issued to eligible employees and directors under the Plans vests, to date, over a period from 1 year to 3 years, and performance shares contingently vest over various periods, depending on the nature of the performance goal. Restricted share transactions during fiscal 2016 were as follows:

	Number of Restricted Share Awards  (in Thousands)		Weighted-Average Fair Value
Outstanding at October 1, 2015	127	$	39.62
Granted	102		37.80
Vested	(36)		50.06
Forfeited	(9)		40.10
Outstanding at September 30, 2016	184	$	36.48

As of September 30, 2016, unrecognized compensation expense related to restricted share awards totaled $3,194 and is expected to be recognized over a weighted average period of1.00 years. The total fair value of shares vested during fiscal 2016, 2015 and 2014 was $1,327, $1,453, and $3,556, respectively.

The per share weighted average fair value of restricted shares, including restricted stock and performance shares, granted during fiscal 2016, 2015 and 2014 was $37.80,  $34.62, and $47.97, respectively.

Stock Options

Expense related to stock options issued to eligible employees and directors under the 2016 IC Plan is recognized ratably over the vesting period. Stock options generally vest over a period of 0 to 4 years and have 10-year contractual terms. A summary of stock option activity during fiscal 2016 is presented below:

	Number of Options  (in Thousands)		Weighted-Average Exercise  Price	Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value  (in Thousands)
Outstanding at October 1, 2015	2	$	49.88
Exercised	-		-
Forfeited	(2)		49.88
Outstanding at September 30, 2016	-	$	-	-	$	-
Exercisable at September 30, 2016	-	$	-	-	$	-

As of September 30, 2016, all outstanding stock options were vested and compensation expense related to stock options was recognized. The Company has not granted stock options subsequent to fiscal 2005. The intrinsic value of options exercised totaled $0,  $0,  and $34 during fiscal 2016, 2015 and 2014, respectively. The total income tax benefit recognized in the consolidated statements of operations related to the exercise of stock options was $0,  $0, and $13during fiscal 2016, 2015 and 2014, respectively.

XML

Geographic Information

12 Months Ended

Sep. 30, 2016

Geographic Information [Abstract]

Geographic Information

15.Geographic Information

The Company provides its services primarily to customers in the U.S., as well as to customers in other geographic markets. The Company does not have any significant long-lived assets in foreign countries. The following table shows the geographical distribution of external customer revenues that were attributed to a particular region based on whether the customer had a direct contract with the Company’s subsidiary located in that region for the fiscal years ended September 30:

(Dollars in Thousands)	2016		2015		2014
Domestic	$	120,309	$	120,861	$	117,853
Europe		17,747		20,538		24,966
Other countries		11,183		9,915		12,243
Consolidated revenues	$	149,239	$	151,314	$	155,062

XML

Segment Information

12 Months Ended

Sep. 30, 2016

Segment Information [Abstract]

Segment Information

16.Segment Information

During fiscal 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures reflect three reporting segments (Radiation Measurement, Medical Physics and Medical Products) and one functional group  (Corporate).  As disclosed in Note 4 to the Consolidated Financial Statements, Medical Products was divested in May 2016 which resulted in a reduction in revenues, operating income, depreciation and amortization and the elimination of assets for the year ended September 30, 2016.  The factors for determining the reportable segments reflect specific markets and the products and services offered combined with the nature of the individual business traits, as well as key financial information reviewed by management.

The Radiation Measurement segment provides analytical services to determine occupational and environmental radiation exposure. These services are provided internationally primarily to hospitals, medical and dental offices, universities, national laboratories, and nuclear facilities. Radiation Measurement activities include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from customers, and the analysis and reporting of exposure findings. In addition to providing analytical services, the Radiation Measurement segment sells dosimetry detectors and reading equipment.

The Medical Physics segment provides therapeutic and imaging physics services to domestic hospitals and radiation therapy centers. Service offerings include clinical physics support, equipment commissioning, accreditation support and imaging equipment testing. These professional services are provided to customers on-site by skilled physicists.

The Medical Products segment provided medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. Medical products ranged from consumables used with MRI, CT, and mammography technologies to highly engineered passive reflective markers used during image guided surgery procedures.

The Company primarily evaluates performance of the individual segments based upon, among other metrics, segment operating income or loss. Segment operating income or loss is segment revenues less segment cost of sales and segment selling, general and administrative expenses. Corporate expenses for shared functions, including corporate management, corporate finance and human resources, are recognized in the Corporate functional group. In addition, acquisition and reorganization costs are not allocated to the segments. Information about net other income, including interest income and expense, and income taxes is not provided at the segment level. As the Company’s business model evolves in increased complexity, management may determine it necessary to change this reporting practice to reflect any appropriate allocations.

The following tables summarize financial information for each reportable segment for the years ended September 30:

(Dollars in Thousands)	2016		2015		2014
Revenues by segment:
Radiation Measurement	$	104,203	$	105,978	$	113,556
Medical Physics		39,234		35,449		32,213
Medical Products		5,802		9,887		9,293
Consolidated revenues	$	149,239	$	151,314	$	155,062
	2016		2015		2014
Operating income (loss) by segment:
Radiation Measurement	$	37,853	$	35,641	$	38,231
Medical Physics		3,201		3,126		1,827
Medical Products (1)		1,063		1,534		(62,572)
Corporate		(15,476)		(16,602)		(17,473)
Consolidated operating income (loss)	$	26,641	$	23,699	$	(39,987)
	2016		2015		2014
Depreciation and amortization by segment:
Radiation Measurement	$	9,560	$	10,345	$	10,250
Medical Physics		1,038		1,089		1,085
Medical Products		474		878		2,580
Consolidated depreciation and amortization	$	11,072	$	12,312	$	13,915

(1)Includes goodwill and other intangible assets impairment charge of $62,188 in fiscal 2014.

(Dollars in Thousands)	2016		2015
Segment assets:
Radiation Measurement	$	160,560	$	142,850
Medical Physics		43,174		43,677
Medical Products		-		48,308
Eliminations		(12,918)		(26,091)
Consolidated assets	$	190,816	$	208,744

XML

Related Party Transactions

12 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

17.Related Party Transactions

The Company has a minority interest in Yamasato, Fujiwara, Higa & Associates, Inc. doing business as Aquila. The Company provides dosimetry parts to Aquila for their military contract. The Company also has a 50% equity interest in Nagase.

In connection with the preparation of the consolidated financial statements for the interim periods ended March 31, 2015, the Company identified errors in its previously issued financial statements for the interim periods ended June 30, 2014. The Company did not properly report sales to related parties in its Related Party Transactions footnote. As a result of these errors, the Company understated sales to Aquila by $215 and understated sales to Nagase by $271, respectively, as previously reported for the year ended September 30, 2014. In accordance with accounting guidance presented in SAB 99, management assessed the materiality of these errors and concluded that they were not material to the Company’s financial statements for the year ended September 30, 2014.

The sales to and purchases from Aquila are reported in the table below for the fiscal years ended September 30.Sales to Aquila for the fiscal year ended September 30, 2014 has been corrected for the error discussed above.

(Dollars in Thousands)	2016		2015		2014
Sales to Aquila	$	3,388	$	5,844	$	6,271
Purchases from Aquila		559		647		890

Balance sheet items associated with Aquila at September 30 were as follows:

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	1,910	$	2,795
Amounts in accounts payable		320		284

The sales to and purchases from Nagase are reported in the table below for the fiscal years ended September 30.Sales to Nagase for the fiscal year ended September 30, 2014 has been corrected for the error discussed above.

(Dollars in Thousands)	2016		2015		2014
Sales to Nagase	$	4,613	$	1,924	$	1,341
Purchases from Nagase		1,013		1,189		1,710

Balance sheet items associated with Nagase at September 30 were as follows:

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	288	$	769
Amounts in accounts payable		23		33

XML

Quarterly Financial Data

12 Months Ended

Sep. 30, 2016

Quarterly Financial Data [Abstract]

Quarterly Financial Data

18.Quarterly Financial Data (unaudited)

The following table sets forth certain consolidated statement of operations data for each of the quarters in fiscal 2016 and 2015. This information has been derived from our quarterly unaudited consolidated financial statements.

	First		Second		Third		Fourth
(Dollars in Thousands, Except per Share)	Quarter		Quarter		Quarter		Quarter		Total Year
2016
Total revenues	$	36,530	$	38,082	$	37,854	$	36,773	$	149,239
Gross profit	$	18,515	$	19,755	$	19,518	$	17,690	$	75,478
Operating income	$	6,252	$	7,217	$	7,713	$	5,459	$	26,641
Net income attributed to Landauer, Inc.	$	3,643	$	4,279	$	7,265	$	2,566	$	17,753
Basic net income per share	$	0.38	$	0.45	$	0.76	$	0.27	$	1.86
Diluted net income per share	$	0.38	$	0.45	$	0.76	$	0.26	$	1.85
Weighted average basic shares outstanding		9,460		9,518		9,531		9,532		9,526
Weighted average diluted shares outstanding		9,492		9,550		9,564		9,584		9,569
2015
Total revenues	$	37,547	$	38,139	$	35,467	$	40,161	$	151,314
Gross profit	$	19,796	$	19,528	$	18,646	$	20,759	$	78,729
Operating income (loss)(1)	$	6,141	$	5,630	$	5,111	$	6,817	$	23,699
Net income (loss) attributed to Landauer, Inc.	$	4,377	$	3,547	$	4,055	$	2,564	$	14,543
Basic net income (loss) per share	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Diluted net income (loss) per share(1)	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Weighted average basic shares outstanding		9,446		9,493		9,509		9,533		9,511
Weighted average diluted shares outstanding		9,474		9,520		9,534		9,570		9,540

(1)The fourth quarter of fiscal 2015 includes reorganization expenses of $1,041 which had an adverse impact of ($0.05) on diluted net income per share.

XML

Schedule II Valuation And Qualifying Accounts

12 Months Ended

Sep. 30, 2016

Schedule II Valuation And Qualifying Accounts [Abstract]

Schedule II Valuation And Qualifying Accounts

Landauer, Inc. and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

For the Years Ended September 30,

Accounts Receivable Allowances
(Dollars in Thousands)	2016		2015		2014
Balance at beginning of period	$	1,556	$	1,872	$	1,266
Additions:
Charged to costs and expenses		268		850		1,109
Charged to other accounts (1)		108		149		129
Deductions (2)		(636)		(1,315)		(632)
Balance at end of period	$	1,296	$	1,556	$	1,872

⁽¹⁾ Collection of accounts previously written off.

⁽²⁾ Uncollectible accounts written off.

Inventory Obsolescence Reserve
(Dollars in Thousands)	2016		2015		2014
Balance at beginning of period	$	447	$	484	$	398
Additions:
Charged to costs and expenses		48		(1)		148
Charged to other accounts		(92)		-		-
Deductions(1)		(3)		(36)		(62)
Balance at end of period	$	400	$	447	$	484

⁽¹⁾ Inventory written off.

XML

Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Sep. 30, 2016

Summary Of Significant Accounting Policies [Abstract]

Description of Business

Description of Business

Landauer, Inc., together with the subsidiaries through which businesses are conducted (the “Company”), is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, and a provider of radiology related medical products. The Company operates in three primary business segments: Radiation Measurement; Medical Physics; and Medical Products (divested in May 2016). Additional information regarding the Company’s segments is contained in Note 16.

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Entities in which the Company does not have a controlling financial interest, but is considered to have significant influence, are accounted for on the equity method.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include all unrestricted cash and highly liquid investments with an original maturity of three months or less, primarily short-term money market instruments.

Receivables, Net of Allowances

Receivables, Net of Allowances

Receivables, principally trade accounts receivable, are generally due within 30to90days and are stated at amounts due from customers, net of an allowance for sales returns and doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. We continuously monitor aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon the Company’s historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they are determined to be uncollectible.

Inventories

Inventories

Inventories primarily include the components associated with dosimetry devices, which are stated at lower of cost or market utilizing a first-in, first-out method.

Long-lived Assets

Long-lived Assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Plant, equipment and internal use software are depreciated on a straight-line basis over their respective estimated useful lives. Dosimetry devices, principally badges, and the accompanying software are amortized on a straight-line basis over their estimated useful lives. Expenditures for maintenance and repairs are charged to expense as incurred, and renewals and betterments are capitalized. The following table provides a summary of estimated useful lives by asset category:

	Estimated Useful Lives
Buildings and improvements	30 years
Internal software	5-  10 years
Equipment	3 - 8 years
Dosimetry devices	30 months - 8 years

Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable. The Company performs undiscounted operating cash flow analyses to determine if an impairment exists. For purposes of recognition and measurement of an impairment for assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. The Company also reviews the estimated remaining useful lives of long-lived assets whenever events or changes in business circumstances indicate the lives may have changed.

Equity in Joint Ventures

Equity in Joint Ventures

Entities in which the Company does not have a controlling financial interest but is considered to have significant influence are accounted for on the equity method. Under the equity method, a company records its share of net income or loss of an investment based on its percentage ownership. Additional information regarding the Company’s equity in joint ventures is contained in Note 6.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill and other indefinite-lived intangible assets must be assessed for impairment annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. Triggering events include, but are not limited to a current period operating or cash flow loss; a product, technology or service introduced by a competitor; or a loss of key personnel.

Goodwill impairment testing first requires a comparison between the carrying value and fair value of a reporting unit with associated goodwill. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit. The Company estimates the fair value of the reporting units using the income approach and the market approach. If the Company believes that the fair value of a reporting unit exceeds its carrying value by a substantial margin, the Company may perform a qualitative analysis instead.

If the fair value of a reporting unitexceeds its carrying amount, goodwill of the reporting unitis considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unitexceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’sgoodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’sgoodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unitis allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unithad been acquired in a business combination, and the fair value of the reporting unitwas the purchase price paid to acquire the segment.

The impairment test for an indefinite-lived intangible asset other than goodwill consists of first assessing qualitative factors, such as company, industry and economic trends. If determined to be necessary, the next step compares the fair value of the intangible asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized for the difference.

Additional information regarding the Company’s goodwill and other intangible assets is contained in Note 7.

Long-term Investments

Long-term Investments

The Company had long-term investments of $4,140 and $3,509 at September 30, 2016 and 2015, respectively that are held in a Rabbi trust for benefits under the Company’s deferred compensation plan. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments, classified as trading securities, include a money market fund and mutual funds that are publicly traded. Trading securities are carried at fair value with unrealized gains and losses included in earnings. The fair values of the shares or underlying securities of these funds are based on quoted market prices.

The Company had long-term investments of $0 and $1,763 at September 30, 2016 and 2015, respectively, consisting of fixed income mutual funds classified as available-for-sale securities. Available-for-sale securities are carried at fair value with unrealized gains and losses, net of tax, reported in other comprehensive income. The cost of securities sold is based on the specific identification method. The investments are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

Long-term investments are included in other long-term assets.

Revenue Recognition and Deferred Contract Revenue

Revenue Recognition and Deferred Contract Revenue

The majority of the Radiation Measurement revenues are realized from radiation measurement services and other services incidental to radiation dose measurement. The measuring and monitoring services provided by the Company to its customers are of a subscription nature and are continuous. The Company views its business in the Radiation Measurement segment as services provided to customers over a period of time and the wear period is the period over which those services are provided. Badge production, wearing of badges, badge analysis, and report preparation are integral to the benefit that the Company provides to its customers. These services are provided to customers on an agreed-upon recurring basis (monthly, bi-monthly, quarterly, semi-annually or annually) that the customer chooses for the wear period. Revenue is recognized on a straight-line basisover the wear period. Revenues are recognized over the periods in which the customers wear the badges irrespective of whether invoiced in advance or in arrears.

Many customers pay for these services in advance. The amounts recorded as deferred contract revenue in the consolidated balance sheets represent customer deposits invoiced in advance during the preceding twelve months for services to be rendered over the succeeding twelve months, and are net of services rendered through the respective consolidated balance sheet date. Management believes that the amount of deferred contract revenue fairly represents the remaining business activity with customers invoiced in advance.

Other services incidental to measuring and monitoring augment the basic radiation measurement services that the Company offers, providing administrative and informational tools to customers for the management of their radiation detection programs. Other service revenues are recognized upon delivery of the reports to customers or as other such services are provided.

The Company sells radiation measurement products to its customers, principally InLight products, for their use in conducting radiation measurements or managing radiation detection programs. The Company recognizes Radiation Measurement segment product revenues upon shipment or delivery of goods when title and risk of loss pass to customers.

The Company, through its Medical Physics segment, offers full scope medical physics services to hospitals and radiation therapy centers. Services offered include, but are not limited to, clinical physics support in radiation oncology, commissioning services, special projects support and imaging physics services. Delivery of the medical physics services can be of a contracted, recurring nature or as a discrete project with a defined service outcome. Recurring services often are provided on the customer’s premises by a full-time employee or fraction of a full-time employee. Revenue is recognized for recurring services on a straight-line basis over the life of the contract unless there is another discernable pattern as the services are rendered. Revenue is recognized for fee for service projects when the service is delivered.

Contracted services are billed on an agreed-upon recurring basis, either in advance or arrears of the service being delivered. Customers may be billed monthly, quarterly, or at some other regular interval over the contracted period. The amounts recorded as deferred contract revenue represent amounts invoiced in advance of delivery of the service. Management believes that the amount of deferred contract revenue fairly represents remaining business activity with customers invoiced in advance.

Fee for service revenue is typically associated with much shorter contract periods, or with discrete individual projects, and revenue is recognized upon completion of the project and customer acceptance thereof.

Additional medical physics services under the full scope offering of the medical physics practice groups comprising the Medical Physics segment include radiation center design and consulting, accreditation work and quality assurance reviews.

The Company, through its Medical Products segment, offered high quality medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. The Medical Products segment recognized revenues upon shipment or delivery of goods when title and risk of loss pass to customers. The Medical Products segment was divested in May 2016.

The amounts recorded as deferred contract revenue in the consolidated balance sheets represent invoiced amounts in advance of delivery of the service, and are net of services rendered through the respective consolidated balance sheet date. Deferred contract revenue was $13,932 and $13,904, respectively, as of September 30, 2016 and 2015.

Concentrations of credit risk with respect to accounts receivable are limited. The large diversified customer base results in no single customer representing greater than 5% of revenue. The Company routinely reviews outstanding customer balances and records allowances for bad debts as necessary.

Research and Development

Research and Development

The cost of research and development programs is charged to selling, general and administrative expense as incurred and amounted to $4,017,  $4,579 and $5,813 in fiscal 2016, 2015 and 2014, respectively. Research and development costs include salaries and allocated employee benefits, third-party research contracts and supplies.

Advertising

Advertising

The Company expenses the costs of advertising as incurred. Advertising expense, primarily related to product shows and exhibits, amounted to $1,105,  $1,023 and $1,191 in fiscal 2016, 2015 and 2014, respectively.

Income Taxes

Income Taxes

The Company files income tax returns in the jurisdictions in which it has sufficient presence. The Company estimates the income tax provision for income taxes that are currently payable, and records deferred income tax assets and liabilities for the temporary differences in tax consequences between the financial statements and tax returns. The Company records a valuation allowance in situations where the realization of deferred income tax assets is not more likely than not. The Company recognizes the financial statement effects of its tax positions in its current and deferred income tax assets and liabilities when it is more likely than not that the position will be sustained upon examination by a taxing authority. Additional information regarding the Company’s income taxes is contained in Note 9.

Stock-Based Compensation

Stock-Based Compensation

The Company measures and recognizes compensation cost at fair value as of the grant date for all share-based payments, including stock options.

The Company has not granted stock options subsequent to fiscal 2005. Awards of stock options in prior fiscal years were granted with an exercise price equal to the market value of the stock on the date of grant. The fair value of stock options was estimated using the Black-Scholes option-pricing model. Expected volatility and the expected life of stock options were based on historical experience. The risk free interest rate was derived from the implied yield available on U.S. Treasury zero-coupon issues with a remaining term, as of the date of grant, equal to the expected term of the option. The dividend yield was based on annual dividends and the fair market value of the Company’s stock on the date of grant. Compensation expense was recognized ratably over the vesting period of the stock option.

Subsequent to fiscal 2005, key employees and/or non-employee directors have been granted restricted share awards that consist of performance shares and time vested restricted stock. Performance shares represent a right to receive shares of common stock upon satisfaction of performance goals or other specified metrics. Restricted stock represents a right to receive shares of common stock upon the passage of a specified period of time. The fair value of performance shares and restricted stock is based on the Company’s closing stock price on the date of grant. Compensation expense for performance shares is recorded ratably over the vesting period, assuming that achievement of performance goals is deemed probable. Compensation expense for restricted stock is cliff vested and recognized ratably over the vesting period. The Company also retains the discretion to make additional awards to executives at other times for recruiting or retention purposes. Stock-based compensation for these awards can be either cliff or graded vested depending on the agreement, and recognized ratably over the vesting period.

Forfeitures of awards are estimated at the time of grant and stock-based compensation cost is recognized only for those awards expected to vest. The Company uses historical experience to estimate projected forfeitures. The Company recognizes the cumulative effect on current and prior periods of a change in the forfeiture rate, or actual forfeitures, as compensation cost or as a reduction of cost in the period of the revision.

Foreign Currency Translation

Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and liabilities and weighted-average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within common shareholders’ equity as currency translation adjustment.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance for recognizing revenue from contracts with customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. In July 2015, the FASB deferred the effective date of the new revenue standard by one year. Public companies would now be required to adopt the new guidance for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The FASB decided to allow earlier adoption of the new revenue standard, but not earlier than the original effective date. This guidance is effective for the Company in the first quarter of fiscal 2019. The Company is currently evaluating the impact this guidance will have on its results of operations, financial position and liquidity.  To date, the Company has formed a committee to evaluate the impact and are in the initial stages of evaluation.

In June 2014, the FASB issued new guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period for which the requisite service has already been rendered. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In April 2015, the FASB issued new guidance on the presentation of debt issuance costs. This update requires a company to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The update requires retrospective application and represents a change in accounting principle. This guidance is effective for the Company in the first quarter of fiscal 2017, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In April 2015, the FASB issued new guidance on a customer’s accounting for fees paid in a cloud computing arrangement (CCA).  Under the new standard, customers will apply the same criteria as vendors to determine whether a CCA contains a software license or is solely a service contract.  This standard is effective for the Company in the first quarter of fiscal 2017.  The Company has evaluated the impact this guidance will have on its results of operations, financial position and liquidity and has concluded that the impact is nominal.

In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. This update requires a company to measure inventory 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 guidance is effective for the Company in the first quarter of fiscal 2018, and should be applied prospectively with early adoption permitted. The Company is currently evaluating the impact this guidance will have on itsresults of operations, financial positionandliquidity.

In November 2015, the FASB issued new guidance on the presentation of deferred income taxes. This update requires a company to present deferred tax liabilities and assets as noncurrent in a classified statement of financial position rather than the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. This guidance is effective for the Company in the first quarter of fiscal 2018, with early adoption permitted. The Company does not expect the adoption of this guidance will have a material impact on its results of operations, financial positionandliquidity.

In February 2016, the FASB issued guidance on the accounting treatment for leases.  This guidance will require all leases with durations greater than twelve months to be recognized on the balance sheet of the lessee.  For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.  Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.  This guidance is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

In March 2016, the FASB issued new guidance to improve the accounting for share-based payments.  This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies.  The guidance also clarifies the statement of cash flows presentation for certain components of share-based awards.  The standard is effective for the Company in the first quarter of fiscal 2018, although early adoption is permitted.  The Company is currently evaluating the impact that adoption of this guidance will have on its results of operations, financial position and liquidity.

In June 2016, the FASB issued new guidance to introduce a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses.  The update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The update is effective for the Company in the first quarter of fiscal 2020, although early adoption is permitted.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

In August 2016, the FASB issued guidance related to the presentation and classification of certain transactions in the Statement of Cash Flows where diversity in practice exists, making targeted changes to how cash receipts and cash payments are presented in the statement of cash flows.  The update is effective for the Company is the first quarter of fiscal 2018.  The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on the Consolidated Financial Statements.

XML

Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2016

Summary Of Significant Accounting Policies [Abstract]

Schedule Of Estimated Usefile Lives

	Estimated Useful Lives
Buildings and improvements	30 years
Internal software	5-  10 years
Equipment	3 - 8 years
Dosimetry devices	30 months - 8 years

XML

Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2016

Fair Value Measurements [Abstract]

Financial Assets Measured At Fair Value On A Recurring Basis

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	453	$	-	$	-
Mutual funds		3,687		-		-
Total Financial Assets at Fair Value	$	4,140	$	-	$	-

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		Level 1		Level 2		Level 3
Asset Category
Cash equivalents	$	272	$	-	$	-
Mutual funds		3,237		-		-
Available-for-sale securities		-		1,763		-
Total Financial Assets at Fair Value	$	3,509	$	1,763	$	-

XML

Income (Loss) Per Common Share (Tables)

12 Months Ended

Sep. 30, 2016

Income (Loss) Per Common Share [Abstract]

Computation Of Net Income Per Share

(Dollars in Thousands, Except per Share)	2016		2015		2014
Basic Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Net income (loss) per share – Basic	$	1.86	$	1.52	$	(2.65)
Diluted Net Income (Loss) per Share:
Net income (loss) attributed to Landauer, Inc.	$	17,753	$	14,543	$	(25,203)
Less: Income allocated to unvested restricted stock		79		86		-
Net income (loss) available to common stockholders	$	17,674	$	14,457	$	(25,203)
Basic weighted average shares outstanding		9,526		9,511		9,524
Effect of dilutive securities		43		29		-
Diluted weighted average shares outstanding		9,569		9,540		9,524
Net income (loss) per share – Diluted	$	1.85	$	1.52	$	(2.65)

Schedule Of Antidilutive Shares

	2016		2015		2014
Effect of dilutive securities		-		-		51

XML

Equity In Joint Ventures (Tables)

12 Months Ended

Sep. 30, 2016

Equity In Joint Ventures [Abstract]

Schedule Of Equity Method Investments

(Dollars in Thousands)	2016		2015		2014
Revenues	$	41,537	$	46,591	$	48,897
Gross profit		16,836		17,141		18,244
Net income		4,585		4,782		4,740

(Dollars in Thousands)	2016		2015
Current assets	$	21,159	$	23,053
Other assets		46,872		41,885
Current liabilities		12,689		15,077
Other liabilities		4,672		5,009

XML

Goodwill And Other Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2016

Goodwill And Other Intangible Assets [Abstract]

Changes In The Carrying Amount Of Goodwill, By Reportable Segment

(Dollars in Thousands)	Radiation Measurement		Medical Physics		Medical Products		Total
Balance as of September 30, 2015
Goodwill	$	11,002	$	22,611	$	65,527	$	99,140
Accumulated impairment losses		-		-		(64,068)		(64,068)
Balance as of September 30, 2015	$	11,002	$	22,611	$	1,459	$	35,072
Effects of foreign currency - Goodwill		194		-		(784)		(590)
Effects of foreign currency - Accumulated impairment losses		-		-		769		769
Decrease related to dispositions - Goodwill		-		-		(64,743)		(64,743)
Decrease related to dispositions - Accumulated impairment losses		-		-		63,299		63,299
Balance as of September 30, 2016
Goodwill	$	11,196	$	22,611	$	-	$	33,807
Accumulated impairment losses		-		-		-		-
Balance as of September 30, 2016	$	11,196	$	22,611	$	-	$	33,807

Other Intangible Assets

Intangible assets for the years ended September 30 were as follows:

	2016
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	16,982	$	10,436	$	6,546	$	-
Trademarks and tradenames		133		-		133		-
Licenses and patents		3,397		779		2,618		-
Other intangibles		557		557		-		-
Intangible assets	$	21,069	$	11,772	$	9,297	$	-

	2015
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Accumulated Intangibles Impairment Charge
Customer lists	$	43,131	$	33,716		9,415	$	18,657
Trademarks and tradenames		2,181		2,051		130		1,498
Licenses and patents		5,825		2,338		3,487		665
Other intangibles		577		557		20		-
Intangible assets	$	51,714	$	38,662	$	13,052	$	20,820

XML

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

	Cumulative Foreign Currency Translation Adjustments		Unrealized Gains and Losses on Available-for-Sale Securities		Pension and Postretirement Plan Adjustments		Comprehensive (Loss) Income
Balance at September 30, 2013	$	(383)	$	132	$	(4,157)	$	(4,408)
Other comprehensive income before reclassifications		(2,110)		161		(3,988)		(5,937)
Amounts reclassified from accumulated other comprehensive income		-		(127)		324		197
Net period other comprehensive income		(2,110)		34		(3,664)		(5,740)
Balance at September 30, 2014	$	(2,493)	$	166	$	(7,821)	$	(10,148)
Other comprehensive income before reclassifications		(4,417)		177		(1,354)		(5,594)
Amounts reclassified from accumulated other comprehensive income		1,442		(84)		643		2,001
Net period other comprehensive income		(2,975)		93		(711)		(3,593)
Balance at September 30, 2015	$	(5,468)	$	259	$	(8,532)	$	(13,741)
Other comprehensive income before reclassifications		536		112		(3,030)		(2,382)
Amounts reclassified from accumulated other comprehensive income		236		(371)		992		857
Net period other comprehensive income		772		(259)		(2,038)		(1,525)
Balance at September 30, 2016	$	(4,696)	$	-	$	(10,570)	$	(15,266)

Summary Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)

The tables below presents impacts on net income of significant amounts reclassified out of each component of accumulated other comprehensive income:

Pension and Postretirement Plan Adjustments (1)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		1,608		1,586		1,550
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		547		416		183
Total before tax		722		469		287
(Benefit) provision for income taxes		(270)		(174)		(37)
Total net of tax	$	992	$	643	$	324

⁽¹⁾ These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit costs (refer to Note 12 for additional details regarding employee benefit plans).

Unrealized Gains and Losses on Available-for-Sale Securities	2016		2015		2014
Realized gains on available-for-sale investments into earnings (1)	$	(437)	$	(99)	$	(150)
Total before tax		(437)		(99)		(150)
Provision for income taxes (2)		(66)		(15)		(23)
Total net of tax	$	(371)	$	(84)	$	(127)

⁽¹⁾ This amount is reported in Interest Expense, net on the Consolidated Statements of Operations.

⁽²⁾ This amount is reported in Income Tax Expense (Benefit) on the Consolidated Statements of Operations.

XML

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2016

Income Taxes [Abstract]

Schedule Of Income Before Income Tax, Domestic and Foreign

(Dollars in Thousands)	2016		2015		2014
Pretax income:
U.S.	$	22,081	$	14,940	$	(46,061)
Foreign		6,272		6,382		5,563
Total pretax income	$	28,353	$	21,322	$	(40,498)

Schedule Of Components Of Provision For Income Taxes

(Dollars in Thousands)	2016		2015		2014
Current:
U.S. Federal	$	(2,322)	$	2,407	$	5,581
State and local		152		405		591
Foreign		2,355		2,708		1,858
Current tax provision	$	185	$	5,520	$	8,030
Deferred:
U.S. Federal	$	8,961	$	990	$	(22,261)
State and local		770		68		(1,320)
Foreign		(17)		(305)		(249)
Deferred tax provision	$	9,714	$	753	$	(23,830)
Income tax provision	$	9,899	$	6,273	$	(15,800)

Schedule Of Effective Income Tax Rate Reconciliation

	2016			2015			2014
U.S. Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local taxes net of Federal tax benefit		2.1	%		1.3	%		2.4	%
Effect of foreign affiliates		(2.8)	%		(4.4)	%		1.1	%
Earnings of unconsolidated affiliates		(2.0)	%		(3.2)	%		1.9	%
R&D credit		(1.0)	%		(0.4)	%		0.0	%
Domestic production activity deduction		0.0	%		(0.8)	%		0.7	%
Partnership income		1.6	%		1.9	%		(1.3)	%
Provision to return adjustments		0.1	%		(0.9)	%		(0.4)	%
Meals and entertainment		0.3	%		0.5	%		(0.3)	%
Change in deferred rate		0.0	%		0.0	%		0.1	%
Uncertain tax positions		(1.7)	%		(1.6)	%		(0.3)	%
Valuation allowance		1.5	%		0.0	%		0.0	%
Other		1.8	%		2.0	%		0.1	%
Effective income tax rate		34.9	%		29.4	%		39.0	%

Schedule Of Deferred Tax Assets And Liabilities

(Dollars in Thousands)	2016		2015
Deferred tax assets:
Post-retirement benefits	$	7,635	$	6,228
Compensation expense		4,054		3,510
NOLs and attributes		16,350		289
Intangible asset amortization		-		19,782
Cumulative translation adjustment		1,095		2,820
Other deferred tax assets		1,611		3,222
		30,745		35,851
Valuation allowance		(456)		-
Total deferred tax assets, net of allowance		30,289		35,851
Deferred tax liabilities:
Depreciation		2,322		1,085
Software development		12,156		12,400
Intangible asset amortization		4,001		-
Equity method investment		641		689
Unremitted earnings of foreign subsidiaries		53		347
Other deferred tax liabilities		-		27
		19,173		14,548
Net deferred tax asset	$	11,116	$	21,303

Schedule Of Unrecognized Tax Benefits Reconciliation

(Dollars in Thousands)	2016		2015		2014
Balance at beginning of year	$	1,993	$	2,917	$	2,775
Tax positions related to current year:
Gross increases		1		112		358
Tax positions related to prior periods:
Gross increases		88		81		65
Decreases related to lapse of statute of limitations		(789)		(1,117)		(281)
Balance at end of year	$	1,293	$	1,993	$	2,917

XML

Employee Benefit Plans (Tables)

12 Months Ended

Sep. 30, 2016

Employee Benefit Plans [Abstract]

Schedule Of Net Funded Status

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	39,049	$	38,976	$	1,013	$	1,299
Service cost		-		-		60		51
Interest cost		1,570		1,554		38		32
Actuarial (gain) loss		4,119		(251)		160		(347)
Benefits paid		(1,256)		(1,230)		(47)		(22)
Benefit obligation at end of year		43,482		39,049		1,224		1,013
Change in plan assets:
Fair value of plan assets at beginning of year		23,399		24,785		-		-
Actual return on plan assets		1,768		(561)		-		-
Employer contributions		408		405		47		22
Benefits paid		(1,256)		(1,230)		(47)		(22)
Fair value of plan assets at end of year		24,319		23,399		-		-
Funded status at end of year	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)

Schedule Of Amounts Recognized in Balance Sheet And Accumulated Other Comprehensive Income

	Pension Benefits				Other Benefits
(Dollars in Thousands)	2016		2015		2016		2015
Amounts recognized in consolidated balance sheets:
Current liabilities – accrued pension and postretirement costs	$	(410)	$	(398)	$	(83)	$	(68)
Noncurrent liabilities – pension and postretirement obligations		(18,753)		(15,252)		(1,141)		(945)
Net amount recognized	$	(19,163)	$	(15,650)	$	(1,224)	$	(1,013)
Amounts recognized in accumulated other comprehensive income (loss):
Net loss (gain)	$	16,833	$	13,550	$	(155)	$	(330)
Net amount recognized in accumulated other comprehensive income (loss)	$	16,833	$	13,550	$	(155)	$	(330)

Schedule Of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets

(Dollars in Thousands)	2016		2015
Projected benefit obligation	$	43,482	$	39,049
Accumulated benefit obligation		43,482		39,049
Fair value of plan assets		24,319		23,399

Net Periodic Benefit Cost For Pension And Other Plans

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Interest cost	$	1,570	$	1,554	$	1,500
Expected return on plan assets		(1,493)		(1,584)		(1,508)
Amortization of net loss		562		464		194
Net periodic benefit cost	$	639	$	434	$	186
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Service cost	$	60	$	51	$	62
Interest cost		38		32		51
Amortization of net gain		(15)		(48)		(11)
Net periodic benefit cost	$	83	$	35	$	102

Schedule Of Amounts Recognized In Other Comprehensive Income

	Pension Benefits
(Dollars in Thousands)	2016		2015		2014
Net loss	$	3,845	$	1,894	$	5,848
Amortization of net loss		(562)		(464)		(194)
Total recognized in other comprehensive income (loss)		3,283		1,430		5,654
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	3,922	$	1,864	$	5,840
	Other Benefits
(Dollars in Thousands)	2016		2015		2014
Net (gain) loss	$	160	$	(348)	$	150
Amortization of net gain		15		48		11
Total recognized in other comprehensive income (loss)		175		(300)		161
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	258	$	(265)	$	263

Schedule Of Assumptions Used

The weighted-average assumptions used to determine net periodic benefit cost for years ended September 30 were as follows:

	Pension Benefits			Other Benefits
	2016	2015	2014	2016	2015	2014
Discount rate	4.15%	4.14%	4.72%	3.43%	3.40%	4.72%
Expected long-term return on plan assets	6.50%	6.50%	6.50%	na	na	na
Rate of compensation increase	na	na	na	na	na	na

Schedule Of Health Care Cost Trend Rates

	2016	2015
Health care cost trend rate assumed for next year	10%	10%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6%	6%
Year that the rate reaches the ultimate trend rate	2020	2019

Schedule Of Effect Of One-Percentage-Point Change In Assumed Health Care Cost Trend Rates

(Dollars in Thousands)	1-Percentage- Point Increase		1-Percentage-  Point Decrease
Effect on aggregate of service and interest cost	$	8	$	8
Effect on postretirement benefit obligation	$	103	$	91

Schedule Of Expected Benefit Payments

(Dollars in Thousands)		Pension  Benefits		Other  Benefits
2017	$	1,391	$	84
2018		1,588		124
2019		1,785		113
2020		1,794		104
2021		1,955		89
Years 2022-2026		11,005		649

Schedule Of Weighted Average Asset Allocations

	Plan Assets at September 30,
Asset Category:	2016	2015
Fixed income	44%	46%
Equity securities	55%	53%
Cash equivalents	1%	1%
Total	100%	100%

Schedule Of Allocation of Plan Assets

	Fair Value Measurements at September 30, 2016
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	-	$	158	$	-
Debt securities:
Domestic		10,276		-		-
International		489		-		-
Equity securities:
Domestic		11,078		-		-
International		2,318		-		-
Total assets at fair value	$	24,161	$	158	$	-

	Fair Value Measurements at September 30, 2015
(Dollars in Thousands)		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Money market accounts	$	129	$	-	$	-
Debt securities:
Corporate bonds		9,095		-		-
Government bonds		1,679		-		-
Equity securities:
Domestic		10,245		-		-
International		2,251		-		-
Total assets at fair value	$	23,399	$	-	$	-

XML

Stock-Based Compensation (Tables)

12 Months Ended

Sep. 30, 2016

Stock-Based Compensation [Abstract]

Restricted Share Awards

	Number of Restricted Share Awards  (in Thousands)		Weighted-Average Fair Value
Outstanding at October 1, 2015	127	$	39.62
Granted	102		37.80
Vested	(36)		50.06
Forfeited	(9)		40.10
Outstanding at September 30, 2016	184	$	36.48

Stock Options

	Number of Options  (in Thousands)		Weighted-Average Exercise  Price	Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value  (in Thousands)
Outstanding at October 1, 2015	2	$	49.88
Exercised	-		-
Forfeited	(2)		49.88
Outstanding at September 30, 2016	-	$	-	-	$	-
Exercisable at September 30, 2016	-	$	-	-	$	-

XML

Geographic Information (Tables)

12 Months Ended

Sep. 30, 2016

Geographic Information [Abstract]

Schedule Of Geographical Distribution Of Revenues

(Dollars in Thousands)	2016		2015		2014
Domestic	$	120,309	$	120,861	$	117,853
Europe		17,747		20,538		24,966
Other countries		11,183		9,915		12,243
Consolidated revenues	$	149,239	$	151,314	$	155,062

XML

Segment Information (Tables)

12 Months Ended

Sep. 30, 2016

Segment Information [Abstract]

Financial Information For Each Reportable Segment

(Dollars in Thousands)	2016		2015		2014
Revenues by segment:
Radiation Measurement	$	104,203	$	105,978	$	113,556
Medical Physics		39,234		35,449		32,213
Medical Products		5,802		9,887		9,293
Consolidated revenues	$	149,239	$	151,314	$	155,062
	2016		2015		2014
Operating income (loss) by segment:
Radiation Measurement	$	37,853	$	35,641	$	38,231
Medical Physics		3,201		3,126		1,827
Medical Products (1)		1,063		1,534		(62,572)
Corporate		(15,476)		(16,602)		(17,473)
Consolidated operating income (loss)	$	26,641	$	23,699	$	(39,987)
	2016		2015		2014
Depreciation and amortization by segment:
Radiation Measurement	$	9,560	$	10,345	$	10,250
Medical Physics		1,038		1,089		1,085
Medical Products		474		878		2,580
Consolidated depreciation and amortization	$	11,072	$	12,312	$	13,915

(1)Includes goodwill and other intangible assets impairment charge of $62,188 in fiscal 2014.

Reconciliation Of Assets From Segment To Consolidated

(Dollars in Thousands)	2016		2015
Segment assets:
Radiation Measurement	$	160,560	$	142,850
Medical Physics		43,174		43,677
Medical Products		-		48,308
Eliminations		(12,918)		(26,091)
Consolidated assets	$	190,816	$	208,744

XML

Related Party Transactions (Tables)

12 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Schedule Of Related Party Transactions

(Dollars in Thousands)	2016		2015		2014
Sales to Aquila	$	3,388	$	5,844	$	6,271
Purchases from Aquila		559		647		890

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	1,910	$	2,795
Amounts in accounts payable		320		284

(Dollars in Thousands)	2016		2015		2014
Sales to Nagase	$	4,613	$	1,924	$	1,341
Purchases from Nagase		1,013		1,189		1,710

(Dollars in Thousands)	2016		2015
Amounts in accounts receivable	$	288	$	769
Amounts in accounts payable		23		33

XML

Quarterly Financial Data (Tables)

12 Months Ended

Sep. 30, 2016

Quarterly Financial Data [Abstract]

Schedule Of Quarterly Financial Data

	First		Second		Third		Fourth
(Dollars in Thousands, Except per Share)	Quarter		Quarter		Quarter		Quarter		Total Year
2016
Total revenues	$	36,530	$	38,082	$	37,854	$	36,773	$	149,239
Gross profit	$	18,515	$	19,755	$	19,518	$	17,690	$	75,478
Operating income	$	6,252	$	7,217	$	7,713	$	5,459	$	26,641
Net income attributed to Landauer, Inc.	$	3,643	$	4,279	$	7,265	$	2,566	$	17,753
Basic net income per share	$	0.38	$	0.45	$	0.76	$	0.27	$	1.86
Diluted net income per share	$	0.38	$	0.45	$	0.76	$	0.26	$	1.85
Weighted average basic shares outstanding		9,460		9,518		9,531		9,532		9,526
Weighted average diluted shares outstanding		9,492		9,550		9,564		9,584		9,569
2015
Total revenues	$	37,547	$	38,139	$	35,467	$	40,161	$	151,314
Gross profit	$	19,796	$	19,528	$	18,646	$	20,759	$	78,729
Operating income (loss)(1)	$	6,141	$	5,630	$	5,111	$	6,817	$	23,699
Net income (loss) attributed to Landauer, Inc.	$	4,377	$	3,547	$	4,055	$	2,564	$	14,543
Basic net income (loss) per share	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Diluted net income (loss) per share(1)	$	0.46	$	0.37	$	0.42	$	0.27	$	1.52
Weighted average basic shares outstanding		9,446		9,493		9,509		9,533		9,511
Weighted average diluted shares outstanding		9,474		9,520		9,534		9,570		9,540

(1)The fourth quarter of fiscal 2015 includes reorganization expenses of $1,041 which had an adverse impact of ($0.05) on diluted net income per share.

XML

Summary Of Significant Accounting Policies (Narrative) (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Primary business segments | segment	3
Deferred contract revenue	$ 13,932	$ 13,904
Research and development expense	4,017	4,579	$ 5,813
Advertising expense	$ 1,105	1,023	1,191
Reporting segements | segment	3
Long-term investments	$ 4,140	3,509
Long-term investments classified as available-for-sale securities	$ 0	1,763
Equipment [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	3 years
Equipment [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	8 years
Aquila [Member]
Summary Of Significant Accounting Policies [Line Items]
Sales to related party	$ 3,388	5,844	6,271
Nagase-Landauer, Ltd [Member]
Summary Of Significant Accounting Policies [Line Items]
Sales to related party	$ 4,613	$ 1,924	$ 1,341

XML

Summary Of Significant Accounting Policies (Schedule Of Estimated Useful Lives) (Details)	12 Months Ended
	Sep. 30, 2016
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	30 years
Internal Software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Internal Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	10 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	8 years
Dosimetry Devices [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	30 months
Dosimetry Devices [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	8 years

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 453	$ 272
Mutual Funds	3,687	3,237
Total Financial Assets	4,140	3,509
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents
Mutual Funds
Available-for-sale securities		1,763
Total Financial Assets		1,763
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents
Mutual Funds
Available-for-sale securities
Total Financial Assets

XML

Acquisition And Reorganization Costs (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Restructuring Cost and Reserve [Line Items]
Acquisition and reorganization costs	$ 1,041			$ 0	$ 1,041	$ 3,802
Acquisition expenses that may not be consummated				0	0	232
Severance costs				0	1,041	$ 3,486
Payments for postemployment benefits				$ 1,002	$ 2,677
Scenario, Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Payments for postemployment benefits		$ 0	$ 302

XML

Disposition Of Business (Details) - Disposal Group, Not Discontinued Operations [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Medical Products Business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds from disposition of business, net	$ 10.1
Cash proceeds held in escrow	0.8
Pre-tax gain	$ 4.1
Radon Business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds from disposition of business, net		$ 7.0
Transaction expenses		0.7
Pre-tax gain		1.0
Foreign currency translation losses		1.4
Net loss on disposition of business		$ 0.4

XML

Income (Loss) Per Common Share (Computation Of Net Income Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income (Loss) Per Common Share [Abstract]
Net income (loss) attributed to Landauer, Inc.	$ 2,566	$ 7,265	$ 4,279	$ 3,643	$ 2,564	$ 4,055	$ 3,547	$ 4,377	$ 17,753	$ 14,543	$ (25,203)
Less: Income allocated to unvested restricted stock									79	86
Net (loss) income available to common stockholders									$ 17,674	$ 14,457	$ (25,203)
Basic weighted averages shares outstanding	9,532,000	9,531,000	9,518,000	9,460,000	9,533,000	9,509,000	9,493,000	9,446,000	9,526,000	9,511,000	9,524,000
Net income (loss) per share – Basic	$ 0.27	$ 0.76	$ 0.45	$ 0.38	$ 0.27	$ 0.42	$ 0.37	$ 0.46	$ 1.86	$ 1.52	$ (2.65)
Effect of dilutive securities									43,000	29,000
Diluted weighted averages shares outstanding	9,584,000	9,564,000	9,550,000	9,492,000	9,570,000	9,534,000	9,520,000	9,474,000	9,569,000	9,540,000	9,524,000
Net income (loss) per share – Diluted	$ 0.26	$ 0.76	$ 0.45	$ 0.38	$ 0.27	$ 0.42	$ 0.37	$ 0.46	$ 1.85	$ 1.52	$ (2.65)

XML

Income (Loss) Per Common Share (Schedule Of Antidilutive Shares) (Details) - shares shares in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income (Loss) Per Common Share [Abstract]
Effect of dilutive securities			51

XML

Equity In Joint Vetures (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Schedule of Equity Method Investments [Line Items]
Revenues	$ 41,537	$ 46,591	$ 48,897
Gross profit	16,836	17,141	18,244
Net income	4,585	4,782	$ 4,740
Current assets	21,159	23,053
Other assets	46,872	41,885
Current liabilities	12,689	15,077
Other liabilities	$ 4,672	$ 5,009
Nagase-Landauer, Ltd [Member]
Schedule of Equity Method Investments [Line Items]
Equity percentage in joint venture	50.00%
Epsilon Landauer Dozimetri [Member]
Schedule of Equity Method Investments [Line Items]
Equity percentage in joint venture	50.00%
Yamasato, Fujiwara, Higa and Associates, Inc [Member]
Schedule of Equity Method Investments [Line Items]
Equity percentage in joint venture	49.00%

XML

Goodwill And Other Intangible Assets (Narrative) (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2013 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Number of reportable segments | segment		3
Goodwill and other intangible assets impairment charge				$ 62,188
Accumulated Intangibles Impairment Charge			$ 20,820
Accumulated Amortization		11,772	38,662
Goodwill		33,807	35,072
Amortization expense		1,969	2,243	3,978
Amortization expense next fiscal year		1,099
Amortization expense year two		1,099
Amortization expense year three		980
Amortization expense year four		860
Amortization expense year five		860
Customer Lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Accumulated Intangibles Impairment Charge			18,657
Accumulated Amortization		10,436	33,716
Radiation Measurement [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill		11,196	11,002
Medical Physics [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill and other intangible assets impairment charge				62,200
Goodwill		$ 22,611	22,611
Medical Products [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill and other intangible assets impairment charge				62,188
Goodwill impairment charge	$ 22,700			41,400
Accumulated Intangibles Impairment Charge				20,800
Goodwill impairment charge tax benefit	$ 8,500			15,300
Intangibles Impairment Charge tax benefit				$ 7,700
Goodwill			$ 1,459
Minimum [Member] | Radiation Measurement, Medical Physics And Medical Products [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Discount rate		9.00%
Maximum [Member] | Radiation Measurement, Medical Physics And Medical Products [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Discount rate		10.00%

XML

Goodwill And Other Intangible Assets (Changes In The Carrying Amount Of Goodwill, By Reportable Segment) (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill [Line Items]
Goodwill, Gross	$ 99,140
Goodwill	99,140
Accumulated impairment losses	(64,068)
Goodwill	35,072
Effects of foreign currency - Goodwill	(590)
Effects of foreign currency - Accumulated impairment losses	769
Decrease related to dispositions - Goodwill	(64,743)
Decrease related to dispositions - Accumulated impairment losses	63,299
Goodwill	33,807
Goodwill	33,807
Radiation Measurement [Member]
Goodwill [Line Items]
Goodwill, Gross	11,002
Goodwill	11,002
Goodwill	11,002
Effects of foreign currency - Goodwill	194
Goodwill	11,196
Goodwill	11,196
Medical Physics [Member]
Goodwill [Line Items]
Goodwill, Gross	22,611
Goodwill	22,611
Goodwill	22,611
Goodwill	22,611
Goodwill	22,611
Medical Products [Member]
Goodwill [Line Items]
Goodwill, Gross	65,527
Goodwill	65,527
Accumulated impairment losses	(64,068)
Goodwill	1,459
Effects of foreign currency - Goodwill	(784)
Effects of foreign currency - Accumulated impairment losses	769
Decrease related to dispositions - Goodwill	(64,743)
Decrease related to dispositions - Accumulated impairment losses	$ 63,299

XML

Goodwill And Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 21,069	$ 51,714
Accumulated Amortization	11,772	38,662
Net Carrying Amount	9,297	13,052
Accumulated Intangibles Impairment Charge		20,820
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,982	43,131
Accumulated Amortization	10,436	33,716
Net Carrying Amount	6,546	9,415
Accumulated Intangibles Impairment Charge		18,657
Trademarks And Tradenames [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	133	2,181
Accumulated Amortization		2,051
Net Carrying Amount	133	130
Accumulated Intangibles Impairment Charge		1,498
Licenses And Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,397	5,825
Accumulated Amortization	779	2,338
Net Carrying Amount	2,618	3,487
Accumulated Intangibles Impairment Charge		665
Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	557	577
Accumulated Amortization	557	557
Net Carrying Amount		$ 20
Accumulated Intangibles Impairment Charge

XML

Accumulated Other Comprehensive Loss (Changes In Each Component Of AOCI) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	$ (13,741)	$ (10,148)	$ (4,408)
Other comprehensive income before reclassifications	(2,382)	(5,594)	(5,937)
Amounts reclassified from accumulated other comprehensive income	857	2,001	197
Net period other comprehensive income	(1,525)	(3,593)	(5,740)
Balance	(15,266)	(13,741)	(10,148)
Cumulative Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(5,468)	(2,493)	(383)
Other comprehensive income before reclassifications	536	(4,417)	(2,110)
Amounts reclassified from accumulated other comprehensive income	236	1,442
Net period other comprehensive income	772	(2,975)	(2,110)
Balance	(4,696)	(5,468)	(2,493)
Unrealized Gains and Losses on Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	259	166	132
Other comprehensive income before reclassifications	112	177	161
Amounts reclassified from accumulated other comprehensive income	(371)	(84)	(127)
Net period other comprehensive income	(259)	93	34
Balance		259	166
Pension And Postretirement Plan Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(8,532)	(7,821)	(4,157)
Other comprehensive income before reclassifications	(3,030)	(1,354)	(3,988)
Amounts reclassified from accumulated other comprehensive income	992	643	324
Net period other comprehensive income	(2,038)	(711)	(3,664)
Balance	$ (10,570)	$ (8,532)	$ (7,821)

XML

Accumulated Other Comprehensive Loss (Summary Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Provision for income taxes	$ (34)	$ 17	$ (4)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Pension And Postretirement Plan Adjustments [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Service Cost	60	51	62
Interest Cost	1,608	1,586	1,550
Expected return on plan assets	(1,493)	(1,584)	(1,508)
Amortization of net loss	547	416	183
Total before tax	722	469	287
(Benefit) provision for income taxes	(270)	(174)	(37)
Total net of tax	992	643	324
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized Gains and Losses on Available-for-Sale Securities [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Realized gains on available-for-sale investments into earnings	(437)	(99)	(150)
Total before tax	(437)	(99)	(150)
Provision for income taxes	(66)	(15)	(23)
Total net of tax	$ (371)	$ (84)	$ (127)

XML

Income Taxes (Narrative) (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Line Items]
Effective tax rate	34.90%	29.40%	39.00%
U.S. Federal statutory rate	35.00%	35.00%	35.00%
Deferred taxes on undistributed earnings	$ 53,000	$ 347,000
State and federal net operating loss	13,300,000
Net operating loss valuation allowance	0
Capital loss deferred tax asset	456,000
Unrecognized tax benefits and related interest and penalties expected to reverse within the next	$ 559,000
Capital loss deferred tax asset expiration date	2022
Valuation allowance	$ 456,000
Unremitted earnings of foreign subsidiaries	53,000	347,000
Unrecognized tax benefits that would impact effective tax rate	812,000	1,274,000	$ 1,840,000
Unrecognized tax benefits, related interest and penalties	$ 202,000	$ 316,000
Minimum [Member]
Income Taxes [Line Items]
Net operating loss expiration date	Dec. 31, 2022
Minimum [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Statute of limitations on the examination of tax returns	3 years
Minimum [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Statute of limitations on the examination of tax returns	2 years
Maximum [Member]
Income Taxes [Line Items]
Net operating loss expiration date	Dec. 31, 2037
Maximum [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Statute of limitations on the examination of tax returns	4 years
Maximum [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Statute of limitations on the examination of tax returns	6 years

XML

Income Taxes (Schedule Of Income Before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Abstract]
U.S.	$ 22,081	$ 14,940	$ (46,061)
Foreign	6,272	6,382	5,563
Total pretax income	$ 28,353	$ 21,322	$ (40,498)

XML

Income Taxes (Schedule Of Components Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Abstract]
Current, U.S. federal	$ (2,322)	$ 2,407	$ 5,581
Current, state and local	152	405	591
Current, foreign	2,355	2,708	1,858
Current tax provision	185	5,520	8,030
Deferred, U.S. federal	8,961	990	(22,261)
Deferred, state and local	770	68	(1,320)
Deferred, foreign	(17)	(305)	(249)
Deferred tax provision	9,714	753	(23,830)
Income tax provision	$ 9,899	$ 6,273	$ (15,800)

XML

Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Abstract]
U.S. Federal statutory rate	35.00%	35.00%	35.00%
State and local taxes net of Federal tax benefit	2.10%	1.30%	2.40%
Effect of foreign affiliates	(2.80%)	(4.40%)	1.10%
Earnings of unconsolidated affiliates	(2.00%)	(3.20%)	1.90%
R&D credit	(1.00%)	(0.40%)	(0.00%)
Domestic production activity deduction	(0.00%)	(0.80%)	0.70%
Partnership income	1.60%	1.90%	(1.30%)
Provision to return adjustments	0.10%	(0.90%)	(0.40%)
Meals and entertainment	0.30%	0.50%	(0.30%)
Change in deferred rate	0.00%	0.00%	0.10%
Uncertain tax positions	(1.70%)	(1.60%)	(0.30%)
Valuation allowance	1.50%	0.00%	0.00%
Other	1.80%	2.00%	0.10%
Effective income tax rate	34.90%	29.40%	39.00%

XML

Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Income Taxes [Abstract]
Post-retirement benefits	$ 7,635	$ 6,228
Compensation expense	4,054	3,510
NOLs and attribute	16,350	289
Intangible asset amortization		19,782
Cumulative translation adjustment	1,095	2,820
Other deferred tax assets	1,611	3,222
Deferred tax assets, gross	30,745	35,851
Valuation allowance	(456)
Total deferred tax assets, net of allowance	30,289	35,851
Depreciation	2,322	1,085
Software development	12,156	12,400
Intangible asset amortization	4,001
Equity method investment	641	689
Unremitted earnings of foreign subsidiaries	53	347
Other deferred tax liabilities		27
Deferred tax liabilities, gross	19,173	14,548
Net deferred tax asset	$ 11,116	$ 21,303

XML

Income Taxes (Schedule Of Unrecognized Tax Benefits Reconciliation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Abstract]
Balance at beginning of year	$ 1,993	$ 2,917	$ 2,775
Tax positions related to current year, gross increases	1	112	358
Tax positions related to prior periods, gross increases	88	81	65
Decreases related to lapse of statute of limitations	(789)	(1,117)	(281)
Balance at end of year	$ 1,293	$ 1,993	$ 2,917

XML

Credit Facility (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 02, 2013	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2016	Aug. 01, 2013
Debt Instrument [Line Items]
Accordion feature	$ 50,000					$ 25,000
Repayment of borrowings		$ 41,285	$ 30,500	$ 43,000
Borrowings outstanding under credit agreement		109,100	133,385
Interest expense		3,852	$ 3,833	$ 3,968
Unused availability		65,900
Maximum borrowing capacity		$ 175,000
Scenario, Forecast [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 140,000
Base Rate [Member]
Debt Instrument [Line Items]
Applicable interest rate		4.75%	4.75%
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Applicable interest rate		2.77%	2.69%
Amended Credit Agreement [Member]
Debt Instrument [Line Items]
Weighted average interest rate		2.90%	2.70%	2.60%
Minimum [Member] | September 30, 2013 through June 30, 2015 [Member]
Debt Instrument [Line Items]
Fixed charge ratio	110.00%
Minimum [Member] | September 30, 2013 through June 30, 2015 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Maximum base rate	0.25%
Minimum [Member] | September 30, 2013 through June 30, 2015 [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
LIBOR margin	1.25%
Additional borrowing rate	1.25%
Minimum [Member] | September 30, 2015 and Thereafter [Member]
Debt Instrument [Line Items]
Fixed charge ratio	115.00%
Maximum [Member] | September 30, 2013 through June 30, 2015 [Member]
Debt Instrument [Line Items]
Leverage ratio	350.00%
Maximum [Member] | September 30, 2013 through June 30, 2015 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Maximum base rate	1.50%
Maximum [Member] | September 30, 2013 through June 30, 2015 [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
LIBOR margin	2.50%
Additional borrowing rate	2.50%
Maximum [Member] | September 30, 2015 and Thereafter [Member]
Debt Instrument [Line Items]
Leverage ratio	325.00%

XML

Capital Stock (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2016 USD ($) $ / shares item shares	Feb. 18, 2016 shares	Feb. 17, 2016 shares	Sep. 30, 2015 $ / shares shares
Capital Stock [Abstract]
Number of classes of stock | item	2
Preferred stock, par value | $ / shares	$ 0.10			$ 0.10
Common stock, par value | $ / shares	$ 0.10			$ 0.10
Common stock, shares authorized	20,000,000			20,000,000
Common stock, shares issued	9,727,264			9,641,532
Common stock, shares outstanding	9,727,264			9,641,532
Preferred stock, shares issued	0			0
Preferred stock, shares authorized	1,000,000			1,000,000
Dividends declared | $ / shares	$ 1.100
Accrued and unpaid dividends | $	$ 2,815
Shares reserved for issuance under Incentive Compensation Plan	700,000	700,000	500,000

XML

Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Employer contribution for defined contribution plans	$ 1,842	$ 1,784	$ 1,723
Required service period	10 years
Ultimate health care cost trend rate	6.00%	6.00%
Accumulated benefit obligation	$ 43,482	$ 39,049
Employees Younger Than Sixty-Five [Member]
Defined Benefit Plan Disclosure [Line Items]
Ultimate health care cost trend rate	6.00%
Employees Aged Sixty-Five Or Older [Member]
Defined Benefit Plan Disclosure [Line Items]
Ultimate health care cost trend rate	5.00%
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	50.00%
Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	50.00%
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate - benefit obligations	3.38%
Accumulated benefit obligation	$ 43,482	$ 39,049
Recognized net actuarial loss	$ 11,335
Key Executive SERP Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate - benefit obligations	3.04%
Manager SERP Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate - benefit obligations	3.30%
Director Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate - benefit obligations	2.35%
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate - benefit obligations	2.76%
Recognized net actuarial loss	$ 5,532

XML

Employee Benefit Plans (Schedule Of Net Funded Status) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Pension Benefits [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	$ 39,049	$ 38,976
Interest cost	1,570	1,554	$ 1,500
Actuarial (gain) loss	4,119	(251)
Benefits paid	(1,256)	(1,230)
Benefit obligation at end of year	43,482	39,049	38,976
Change in plan assets:
Fair value of plan assets at beginning of year	23,399	24,785
Actual return on plan assets	1,768	(561)
Employer contributions	408	405
Benefits paid	(1,256)	(1,230)
Fair value of plan assets at end of year	24,319	23,399	24,785
Funded status at end of year	(19,163)	(15,650)
Other Benefits [Member]
Change in benefit obligation:
Benefit obligation at beginning of year	1,013	1,299
Service cost	60	51	62
Interest cost	38	32	51
Actuarial (gain) loss	160	(347)
Benefits paid	(47)	(22)
Benefit obligation at end of year	1,224	1,013	$ 1,299
Change in plan assets:
Employer contributions	47	22
Benefits paid	(47)	(22)
Funded status at end of year	$ (1,224)	$ (1,013)

XML

Employee Benefit Plans (Schedule Of Amounts Recognized In Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Noncurrent liabilities - pension and postretirement obligations	$ (24,833)	$ (20,508)
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Current liabilities - accrued pension and postretirement costs	(410)	(398)
Noncurrent liabilities - pension and postretirement obligations	(18,753)	(15,252)
Net amount recognized	(19,163)	(15,650)
Net loss (gain)	16,833	13,550
Net amount recognized in accumulated other comprehensive income (loss)	16,833	13,550
Other Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Current liabilities - accrued pension and postretirement costs	(83)	(68)
Noncurrent liabilities - pension and postretirement obligations	(1,141)	(945)
Net amount recognized	(1,224)	(1,013)
Net loss (gain)	(155)	(330)
Net amount recognized in accumulated other comprehensive income (loss)	$ (155)	$ (330)

XML

Employee Benefit Plans (Schedule Of Accumulated Benefit Obligations In Excess Of Fair Value Of Plan Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 43,482	$ 39,049
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	43,482	39,049	$ 38,976
Accumulated benefit obligation	43,482	39,049
Fair value of plan assets	24,319	23,399	24,785
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	$ 1,224	$ 1,013	$ 1,299

XML

Employee Benefit Plans (Net Periodic Benefit Cost For Pension And Other Plans) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost	$ 1,570	$ 1,554	$ 1,500
Expected return on plan assets	(1,493)	(1,584)	(1,508)
Amortization of net loss (gain)	562	464	194
Recognized net actuarial loss	11,335
Net periodic benefit cost	639	434	186
Other Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	60	51	62
Interest cost	38	32	51
Amortization of net loss (gain)	(15)	(48)	(11)
Recognized net actuarial loss	5,532
Net periodic benefit cost	$ 83	$ 35	$ 102

XML

Employee Benefit Plans (Schedule Of Amounts Recognized In Other Comprehensive Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net (gain) loss	$ 3,845	$ 1,894	$ 5,848
Amortization of net gain (loss)	(562)	(464)	(194)
Total recognized in other comprehensive income (loss)	3,283	1,430	5,654
Total recognized in net periodic benefit cost and other comprehensive income (loss)	3,922	1,864	5,840
Other Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net (gain) loss	160	(348)	150
Amortization of net gain (loss)	15	48	11
Total recognized in other comprehensive income (loss)	175	(300)	161
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$ 258	$ (265)	$ 263

XML

Employee Benefit Plans (Schedule Of Assumptions Used) (Details)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate - net periodic benefit	4.15%	4.14%	4.72%
Expected long-term return on plan assets - net periodic benefit	6.50%	6.50%	6.50%
Rate of compensation increase - net periodic benefit
Other Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate - net periodic benefit	3.43%	3.40%	4.72%
Expected long-term return on plan assets - net periodic benefit
Rate of compensation increase - net periodic benefit

XML

Employee Benefit Plans (Schedule Of Health Care Cost Trend Rates) (Details)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Employee Benefit Plans [Abstract]
Health care cost trend rate assumed for next year	10.00%	10.00%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6.00%	6.00%
Year that the rate reaches the ultimate trend rate	2020	2019

XML

Employee Benefit Plans (Schedule Of Effect of One-Percentage-Point Change In Assumed Health Care Cost Trend Rates) (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2016 USD ($)
Employee Benefit Plans [Abstract]
Effect on aggregate of service and interest cost, One-Percentage-Point Increase	$ 8
Effect on aggregate of service and interest cost, One-Percentage-Point Decrease	8
Effect on postretirement benefit obligation, One-Percentage-Point Increase	103
Effect on postretirement benefit obligation, One-Percentage-Point Decrease	$ 91

XML

Employee Benefit Plans (Summary Of Estimated Future Benefit Payments) (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2017	$ 1,391
2018	1,588
2019	1,785
2020	1,794
2021	1,955
Years 2022-2026	11,005
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2017	84
2018	124
2019	113
2020	104
2021	89
Years 2022-2026	$ 649

XML

Employee Benefit Plans (Schedule Of Weighted Average Asset Allocations) (Details)	Sep. 30, 2016	Sep. 30, 2015
Defined Benefit Plan Disclosure [Line Items]
Weighted-average asset allocations	100.00%	100.00%
Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted-average asset allocations	44.00%	46.00%
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted-average asset allocations	55.00%	53.00%
Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted-average asset allocations	1.00%	1.00%

XML

Employee Benefit Plans (Schedule Of Plan Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 24,161	$ 23,399
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Accounts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		129
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Domestic Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	10,276
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | International Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	489
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		9,095
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Government Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		1,679
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Domestic Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	11,078	10,245
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | International Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,318	$ 2,251
Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	158
Significant Other Observable Inputs (Level 2) [Member] | Money Market Accounts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 158

XML

Commitments And Contingencies (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Commitments And Contingencies [Abstract]
Future minimum lease obligations	$ 3,183

XML

Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014	Feb. 18, 2016	Feb. 17, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,841	$ 1,583	$ 2,092
Income tax benefit recognized related to stock-based compensation	$ 1,061	586	774
Shares reserved for issuance under Incentive Compensation Plan	700,000			700,000	500,000
Total intrinsic value of options exercised	$ 0	0	34
Income tax benefit from exercise of stock options	0	0	13
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to restricted share awards	$ 3,194
Unrecognized compensation expense expected to be recognize, years	1 year
Total fair value of shares vested	$ 1,327	$ 1,453	$ 3,556
Weighted average fair value	$ 37.80	$ 34.62	$ 47.97
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Contractual Term	10 years
Minimum [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	1 year
Minimum [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	0 years
Maximum [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Maximum [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years

XML

Stock-Based Compensation (Restricted Share Awards) (Details) shares in Thousands	12 Months Ended
	Sep. 30, 2016 $ / shares shares
Stock-Based Compensation [Abstract]
Number of restricted share awards outstanding at October 1, 2015 | shares	127
Number of restricted share awards granted | shares	102
Number of restricted share awards vested | shares	(36)
Number of restricted share awards forfeited | shares	(9)
Number of restricted share awards outstanding at September 30, 2016 | shares	184
Weighted-average fair value outstanding at October 1, 2015 | $ / shares	$ 39.62
Weighted-average fair value granted | $ / shares	37.80
Weighted-average fair value vested | $ / shares	50.06
Weighted-average fair value forfeited | $ / shares	40.10
Weighted-average fair value outstanding at September 30, 2016 | $ / shares	$ 36.48

XML

Stock-Based Compensation (Stock Options) (Details) shares in Thousands	12 Months Ended
	Sep. 30, 2016 $ / shares shares
Stock-Based Compensation [Abstract]
Number of options outstanding at October 1, 2015 | shares	2
Number of options forfeited | shares	(2)
Weighted-average exercise price outstanding at October 1, 2015 | $ / shares	$ 49.88
Weighted-average exercise price forfeited | $ / shares	$ 49.88

XML

Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated revenues	$ 36,773	$ 37,854	$ 38,082	$ 36,530	$ 40,161	$ 35,467	$ 38,139	$ 37,547	$ 149,239	$ 151,314	$ 155,062
Domestic [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated revenues									120,309	120,861	117,853
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated revenues									17,747	20,538	24,966
Other Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated revenues									$ 11,183	$ 9,915	$ 12,243

XML

Segment Information (Narrativet) (Details)	12 Months Ended
	Sep. 30, 2016 segment
Segment Information [Abstract]
Number of reportable segments	3

XML

Segment Information (Financial Information For Each Reportable Segment) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Revenues	$ 36,773	$ 37,854	$ 38,082	$ 36,530	$ 40,161	$ 35,467	$ 38,139	$ 37,547	$ 149,239	$ 151,314	$ 155,062
Operating income (loss)	$ 5,459	$ 7,713	$ 7,217	$ 6,252	$ 6,817	$ 5,111	$ 5,630	$ 6,141	26,641	23,699	(39,987)
Depreciation and amortization									11,072	12,312	13,915
Goodwill and other intangible assets impairment charge											62,188
Radiation Measurement [Member]
Segment Reporting Information [Line Items]
Revenues									104,203	105,978	113,556
Operating income (loss)									37,853	35,641	38,231
Depreciation and amortization									9,560	10,345	10,250
Medical Physics [Member]
Segment Reporting Information [Line Items]
Revenues									39,234	35,449	32,213
Operating income (loss)									3,201	3,126	1,827
Depreciation and amortization									1,038	1,089	1,085
Goodwill and other intangible assets impairment charge											62,200
Medical Products [Member]
Segment Reporting Information [Line Items]
Revenues									5,802	9,887	9,293
Operating income (loss)									1,063	1,534	(62,572)
Depreciation and amortization									474	878	2,580
Goodwill and other intangible assets impairment charge											62,188
Corporate [Member]
Segment Reporting Information [Line Items]
Operating income (loss)									$ (15,476)	$ (16,602)	$ (17,473)

XML

Segment Information (Reconciliation Of Assets From Segment To Consolidated) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 190,816	$ 208,744
Eliminations [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	(12,918)	(26,091)
Radiation Measurement [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	160,560	142,850
Medical Physics [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 43,174	43,677
Medical Products [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets		$ 48,308

XML

Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Aquila [Member]
Related Party Transaction [Line Items]
Sales to related party	$ 3,388	$ 5,844	$ 6,271
Aquila [Member] | Understated Sales [Member]
Related Party Transaction [Line Items]
Sales to related party		215
Nagase-Landauer, Ltd [Member]
Related Party Transaction [Line Items]
Sales to related party	$ 4,613	1,924	$ 1,341
Nagase-Landauer, Ltd [Member] | Understated Sales [Member]
Related Party Transaction [Line Items]
Sales to related party		$ 271
Nagase-Landauer, Ltd [Member]
Related Party Transaction [Line Items]
Equity percentage in joint venture	50.00%
Epsilon Landauer Dozimetri [Member]
Related Party Transaction [Line Items]
Equity percentage in joint venture	50.00%
Yamasato, Fujiwara, Higa and Associates, Inc [Member]
Related Party Transaction [Line Items]
Equity percentage in joint venture	49.00%

XML

Related Party Transactions (Schedule Of Related Party Transactions) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Aquila [Member]
Related Party Transaction [Line Items]
Sales to related party	$ 3,388	$ 5,844	$ 6,271
Purchases from related party	559	647	890
Amounts in accounts receivable	1,910	2,795
Amounts in accounts payable	320	284
Nagase-Landauer, Ltd [Member]
Related Party Transaction [Line Items]
Sales to related party	4,613	1,924	1,341
Purchases from related party	1,013	1,189	$ 1,710
Amounts in accounts receivable	288	769
Amounts in accounts payable	$ 23	$ 33

XML

Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Quarterly Financial Data [Abstract]
Total revenues	$ 36,773	$ 37,854	$ 38,082	$ 36,530	$ 40,161	$ 35,467	$ 38,139	$ 37,547	$ 149,239	$ 151,314	$ 155,062
Gross profit	17,690	19,518	19,755	18,515	20,759	18,646	19,528	19,796	75,478	78,729	80,907
Operating income (loss)	5,459	7,713	7,217	6,252	6,817	5,111	5,630	6,141	26,641	23,699	(39,987)
Net income attributed to Landauer, Inc.	$ 2,566	$ 7,265	$ 4,279	$ 3,643	$ 2,564	$ 4,055	$ 3,547	$ 4,377	$ 17,753	$ 14,543	$ (25,203)
Basic net income (loss) per share	$ 0.27	$ 0.76	$ 0.45	$ 0.38	$ 0.27	$ 0.42	$ 0.37	$ 0.46	$ 1.86	$ 1.52	$ (2.65)
Diluted net income (loss) per share	$ 0.26	$ 0.76	$ 0.45	$ 0.38	$ 0.27	$ 0.42	$ 0.37	$ 0.46	$ 1.85	$ 1.52	$ (2.65)
Weighted average basic shares outstanding	9,532,000	9,531,000	9,518,000	9,460,000	9,533,000	9,509,000	9,493,000	9,446,000	9,526,000	9,511,000	9,524,000
Weighted average diluted shares outstanding	9,584,000	9,564,000	9,550,000	9,492,000	9,570,000	9,534,000	9,520,000	9,474,000	9,569,000	9,540,000	9,524,000
Goodwill and other intangible assets impairment charge											$ 62,188
Reorganization expenses					$ 1,041				$ 0	$ 1,041	$ 3,802
Impact of reorganization expenses on diluted net loss per share					$ (0.05)

XML

Schedule II Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 1,556	$ 1,872	$ 1,266
Charged to costs and expenses	268	850	1,109
Charged to other accounts	108	149	129
Deductions	(636)	(1,315)	(632)
Balance at end of period	1,296	1,556	1,872
Inventory Obsolescence Reserve [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	447	484	398
Charged to costs and expenses	48	(1)	148
Charged to other accounts	(92)
Deductions	(3)	(36)	(62)
Balance at end of period	$ 400	$ 447	$ 484