(a) DOCUMENTS FILED AS PART OF THIS REPORT:
- FINANCIAL STATEMENTS
Included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended December 29, 2019
Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended December 29, 2019
Consolidated Balance Sheets as of December 29, 2019 and December 30, 2018
Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended December 29, 2019
Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended December 29, 2019
Notes to Consolidated Financial Statements
- FINANCIAL STATEMENT SCHEDULE
Schedule II—Valuation and Qualifying Accounts
We have omitted financial statement schedules, other than those we note above, because of the absence of conditions under which they are required, or because the required information is given in the financial statements or notes thereto.
- EXHIBITS
| | | | | |
|---|
| | | | | |
| Exhibit No. | | Exhibit Title | | | |
| 2.1 | | Share Sale and Transfer Agreement, dated June 16, 2017, by and among PerkinElmer, Inc., Prof. Dr. Winfried Stöcker and Stöcker Vermögensverwaltungsgesellschaft mbH & Co. KG, filed with the Commission on August 8, 2017 as Exhibit 2.2 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 2.2 | | Amendment Agreement, dated December 19, 2017, to the Share Sale and Transfer Agreement, dated as of June 16, 2017, by and among PerkinElmer, Inc., Prof. Dr. Winfried Stöcker, Stöcker Vermögensverwaltungsgesellschaft mbH & Co. KG and PerkinElmer Germany Diagnostics GmbH filed with the Commission on February 27, 2018 as Exhibit 2.5 to our annual report on Form 10-K (file No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 3.1 | | PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 3.2 | | PerkinElmer, Inc.'s Amended and Restated By-laws, filed with the Commission on December 13, 2018 as Exhibit 3.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.1 | | Specimen Certificate of PerkinElmer, Inc.'s Common Stock, $1 par value, filed with the Commission on August 15, 2001 as Exhibit 4.1 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.2 | | Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached hereto as Exhibit 4.2. | | | |
| | | | | |
| 4.3 | | Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | | | | |
|---|
| | | | | |
| Exhibit No. | | Exhibit Title | | | |
| 4.4 | | Supplemental Indenture dated as of October 25, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on October 27, 2011 as Exhibit 99.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.5 | | Second Supplemental Indenture dated as of December 22, 2011 between PerkinElmer, Inc. and U.S. Bank National Association, filed with the Commission on February 28, 2012 as Exhibit 4.4 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.6 | | Third Supplemental Indenture, dated as of July 19, 2016, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent, filed with the Commission on July 19, 2016 as Exhibit 4.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.7 | | Paying Agency Agreement, dated July 19, 2016, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as transfer agent and registrar, filed with the Commission on July 19, 2016 as Exhibit 4.3 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 4.8 | | Fourth Supplemental Indenture, dated as of April 11, 2018, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of note contained therein) filed with the Commission on April 11, 2018 as Exhibit 4.2 to our current report on Form 8-K (File No. 001-05075)) and herein incorporated by reference | | | |
| | | | | |
| 4.9 | | Paying Agency Agreement, dated as of April 11, 2018, among PerkinElmer, Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, UK Branch, as paying agent, filed with the Commission on April 11, 2018 as Exhibit 4.3 to our current report on Form 8-K (File No. 001-05075)) and herein incorporated by reference. | | | |
| | | | | |
| 4.10 | | Fifth Supplemental Indenture, dated as of September 12, 2019, by and between PerkinElmer, Inc. and U.S. Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on September 12, 2019 as Exhibit 4.2 to our current report on Form 8-K (File No. 001-05075)) and herein incorporated by reference. | | | |
| | | | | |
| 10.1 | | Credit Agreement, dated as of September 17, 2019, among the Registrant, PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l. and PerkinElmer Health Sciences B.V. as Borrowers, Bank of America, N.A. as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Securities and Exchange Commission on September 17, 2019 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-05075) and incorporated herein by reference. | | | |
| | | | | |
| 10.2 | | First Amendment to Credit Agreement, dated as of October 21, 2019, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l. and PerkinElmer Health Sciences B.V., as Borrowers, Bank of America, N.A. as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, attached hereto as Exhibit 10.2. | | | |
| | | | | |
| 10.3* | | Employment Contracts: | | | |
| | | | | |
| | (1) Amended and Restated Employment Agreement, dated as of August 21, 2019, by and between Dr. Prahlad R. Singh and the Registrant, filed with the Securities and Exchange Commission on August 21, 2019 as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-05075) and incorporated herein by reference. | | | |
| | | | | |
| | (2) Third Amended and Restated Employment Agreement between PerkinElmer, Inc. and Robert F. Friel, dated as of December 16, 2008, filed with the Commission on February 26, 2009 as Exhibit 10.4(2) to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference; | | | |
| | | | | |
| | (3) Employment Agreement by and between Joel S. Goldberg and PerkinElmer, Inc. dated as of July 21, 2008, filed with the Commission on August 8, 2008 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference; | | | |
| | | | | |
| | (4) Form of Amendment, entered into by and between PerkinElmer, Inc. and Joel S. Goldberg on December 3, 2010 filed with the Commission on March 1, 2011 as Exhibit 10.4(7) to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | (5) Employment Agreement between James Corbett and PerkinElmer, Inc. dated as of February 1, 2012, filed with the Commission on May 8, 2012 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | | | | |
|---|
| | | | | |
| Exhibit No. | | Exhibit Title | | | |
| | (6) Amended and Restated Employment Agreement between Andrew Okun and PerkinElmer, Inc. dated as of January 1, 2014, filed with the Commission on February 25, 2014 as Exhibit 10.2(10) to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | (7) Employment Agreement between Daniel R. Tereau and PerkinElmer, Inc. dated as of February 1, 2016, filed with the Commission on March 1, 2016 as Exhibit 10.2(8) to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | (8) Employment Agreement between Deborah A. Butters and PerkinElmer, Inc. dated as of July 11, 2016, filed with the Commission on November 8, 2016 as Exhibit 10.2(9) to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | (9) Employment Agreement between Tajinder Vohra and PerkinElmer, Inc. dated January 29, 2018, filed with the Commission on May 8, 2018 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | (10) Employment Agreement between James Mock and PerkinElmer, Inc., dated as of April 10, 2018, filed with the Commission on April 13, 2018 as Exhibit 99.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.4* | | PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 12, 2014 as Appendix A to our definitive proxy statement on Schedule 14A (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.5* | | PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.6* | | First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.7* | | PerkinElmer, Inc.'s 2008 Supplemental Executive Retirement Plan, filed with the Commission on December 12, 2008 as Exhibit 10.2 to our current report on Form 8-K and herein incorporated by reference. | | | |
| | | | | |
| 10.8* | | PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 26, 2009 as Exhibit 10.10 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.9* | | PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009, filed with the Commission on March 1, 2010 as Exhibit 10.15 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.10* | | Form of Stock Option Agreement given by PerkinElmer, Inc. to its chief executive officer for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.11* | | Form of Stock Option Agreement given by PerkinElmer, Inc. to its executive officers for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.3 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.12* | | Form of Stock Option Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.13* | | Form of Restricted Stock Unit Agreement given by PerkinElmer, Inc. to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on February 24, 2015 as Exhibit 10.25 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.14* | | Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.19 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.15* | | Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.20 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.16* | | Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.21 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.17* | | Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.22 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| | | | | |
|---|
| | | | | |
| Exhibit No. | | Exhibit Title | | | |
| 10.18* | | PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2012, as further amended, filed with the Commission on February 26, 2019 as Exhibit 10.25 to our annual report on Form 10-K (file No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.19* | | PerkinElmer, Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, as further amended, filed with the Commission on February 26, 2019 as Exhibit 10.26 to our annual report on Form 10-K (file No. 001-05075) and herein incorporated by reference. | | | |
| 10.20* | | PerkinElmer, Inc. Amended and Restated Global Incentive Compensation Plan (Executive Officers) effective December 30, 2019, attached hereto as Exhibit 10.20. | | | |
| | | | | |
| 10.21* | | PerkinElmer, Inc.'s 2019 Incentive Plan, filed with the Commission on March 13, 2019 as Appendix B to our definitive proxy statement on Schedule 14A (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.22* | | Form of Restricted Stock Unit Agreement for grants to non-employee directors under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.23* | | Form of Restricted Stock Unit Agreement (Performance-based vesting) with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.3 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.24* | | Form of Restricted Stock Unit Agreement (Performance-based vesting) with double-trigger vesting acceleration following a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.4 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.25* | | Form of Stock Option Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.5 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.26* | | Form of Stock Option Agreement with double-trigger vesting acceleration following a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.6 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.27* | | Form of Restricted Stock Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.7 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 10.28* | | Form of Restricted Stock Agreement with double-trigger vesting acceleration following a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.8 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference. | | | |
| | | | | |
| 21 | | Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21. | | | |
| | | | | |
| 23 | | Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit 23. | | | |
| | | | | |
| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.1. | | | |
| | | | | |
| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit 31.2. | | | |
| | | | | |
| 32.1 | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit 32.1. | | | |
| | | | | |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | |
| | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | |
| | | | | |
| 101.CAL | | Inline XBRL Calculation Linkbase Document. | | | |
| | | | | |
| 101.DEF | | Inline XBRL Definition Linkbase Document. | | | |
| | | | | |
| 101.LAB | | Inline XBRL Labels Linkbase Document. | | | |
| | | | | |
| 101.PRE | | Inline XBRL Presentation Linkbase Document. | | | |
| | | | | |
|---|
| | | | | |
| Exhibit No. | | Exhibit Title | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | | | |
| | | | | |
| |
|---|
| * | Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Statements of Operations for each of the three years in the period ended December 29, 2019, (ii) Consolidated Balance Sheets as of December 29, 2019 and December 30, 2018, (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 29, 2019, (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 29, 2019, (v) Consolidated Statements of Cash Flows for each of the three years in the period ended December 29, 2019, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Schedule of Valuation and Qualifying Accounts.
SCHEDULE II
PERKINELMER, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 29, 2019
| | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | | | | | | | | | | | | | | | |
| Description | | Balance at Beginning of Year | | | | Provisions | | | | Charges/ Write- offs | | | | Other**(1)** | | | | Balance at End of Year | | |
| | (In thousands) | | | | | | | | | | | | | | | | | | |
| Reserve for doubtful accounts: | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2017 | | $ | 29,212 | | | $ | 2,038 | | | $ | (1,900 | ) | | $ | 1,931 | | | $ | 31,281 | |
| Year ended December 30, 2018 | | 31,281 | | | | 2,503 | | | | (2,295 | | ) | | (899 | | ) | | 30,590 | | |
| Year ended December 29, 2019 | | 30,590 | | | | 6,853 | | | | (3,009 | | ) | | 798 | | | | 35,232 | | |
| |
|---|
| (1) | Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements. |
filings.tools