Revvity (RVTY) 10-K risk factor changes: FY2021 vs FY2020
The 2022-01-02 10-K against the 2021-01-03 one, compared heading by heading and sentence by sentence.
Item 1A25 rewritten14 added3 removed226 unchanged
All filing items1,061 rewritten599 added1,114 removed1,715 unchanged
Summary
counted, not written
- Item 1A lists 25 risk factor headings: 0 new, 0 reworded and 25 unchanged since FY2020. 0 headings from FY2020 no longer appear.
- Sentence by sentence, 599 added, 1,114 removed, 1,061 rewritten and 1,715 unchanged across 21 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2020.
Removed Item 1A headings (0)
Every FY2020 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
25 rewritten, 14 added, 3 removed, 226 unchanged
We have experienced significant reductions in demand for certain of our products [removed: in our Discovery & Analytical Solutions segment] due to the COVID-19 pandemic and although the severity and duration of the COVID-19 pandemic cannot be reasonably estimated at this time, additional impacts that we may experience include, but are not limited to: fluctuations in our stock price due to market volatility; further decreases in demand for certain of our products; reduced profitability; large-scale supply chain disruptions impeding our ability to ship and/or receive product; potential interruptions of, or limitations on manufacturing operations imposed by local, state or federal governments; shortages of key raw [removed: materials;] [added: materials or components;] workforce absenteeism and distraction; labor [removed: shortages;] [added: shortages including those resulting from unwillingness to comply with vaccination or other requirements;] customer credit concerns; cybersecurity [removed: risks and data accessibility disruptions due to remote working arrangements; reduced sources of liquidity; increased borrowing costs; fluctuations in foreign currency markets; potential impairment in the carrying value of goodwill; other asset impairment charges; increased obligations related to our pension and other postretirement benefit plans; and deferred tax valuation allowances.]
The rapid and continually evolving development of the COVID-19 [removed: situation,] [added: pandemic,] and the extent to which [removed: ongoing] mitigation measures will be effective, [removed: precludes] [added: preclude] any prediction as to its ultimate impact.
However, we currently anticipate that business disruptions and market volatility resulting from the COVID-19 pandemic will continue to have a material adverse impact on the growth rate of certain of our businesses, [removed: particularly within the Discovery & Analytical Solutions segment,] and may also have a material adverse impact on our overall financial condition, results of operations and cash flows.
[removed: The increased] [added: We expect] demand for these products [removed: is expected] [added: and services] to [removed: continue into the first half] [added: decline during 2022, with revenue and valuation] of our [removed: fiscal year 2021, but the overall sustainability of the increase in associated revenue remains] [added: inventory] largely contingent upon consumer demand for COVID-19 testing as well as our ability to develop and produce COVID-19 products and successfully staff and manage the laboratories.
Political changes, [added: including war or other conflicts,] some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.
We have in the past supplemented, and may in the future supplement, our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as our recent acquisition of [removed: Horizon Discovery Group plc.][added: BioLegend, Inc. However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, such as:]
- costs of raw materials, [added: labor,] energy or supplies,
As of January [removed: 3, 2021,] [added: 2, 2022,] our total assets included [removed: $4.8] [added: $11.5] billion of net intangible assets.
We test certain of these items—specifically all of those that are considered [removed: “non-amortizing”—at] [added: “indefinite-lived”—at] least annually for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned.
Similarly, applications to register our trademarks may not be granted in all countries in which they are [removed: filed.]
[removed: We develop, configure and market our] products to meet customer needs created by these regulations.
Our sales originating outside the United States represented the majority of our total revenue in fiscal year [removed: 2020.][added: 2021.]
- [added: wars, conflicts, or other] changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,
- trade protection measures including [removed: embargoes] [added: embargoes, sanctions] and tariffs, such as the [removed: tariffs] [added: sanctions] recently implemented by the U.S. [removed: government on certain imports from China] and [removed: by the Chinese government] [added: other governments] on [removed: certain imports from] the [removed: U.S.,] [added: Russian Federation and related parties,] the extent and impact of which have yet to be fully determined,
Nearly 10% of our net sales from continuing operations in fiscal year [removed: 2020] [added: 2021] came from the United Kingdom.
Our senior unsecured revolving credit facility, [added: unsecured term loan credit facility,] senior unsecured notes due in [removed: 2021 ("2021] [added: 2023 ("2023] Notes"), senior unsecured notes due in [added: 2024 ("2024 Notes"), senior unsecured notes due in] 2026 ("2026 [removed: Notes") and] [added: Notes"),] senior unsecured notes due in [added: 2028 ("2028 Notes"), senior unsecured notes due in] 2029 ("2029 [added: Notes"), senior unsecured notes due in 2031 ("March 2031 Notes"), senior unsecured notes due in 2031 ("September 2031] Notes") [added: and senior unsecured notes due in 2051 ("2051 Notes")] include restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company.
Our failure to comply with any of the restrictions in our senior unsecured revolving credit facility, [added: unsecured term loan credit facility,] the [removed: 2021] [added: 2023] Notes, the [added: 2024 Notes, the] 2026 Notes, the [added: 2028 Notes, the] 2029 [added: Notes, the March 2031 Notes, the September 2031 Notes, the 2051] Notes or any future indebtedness may result in an event of default under those debt instruments, which could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.
Our indebtedness under our senior unsecured revolving credit facility [removed: bears] [added: and unsecured term loan credit facility bear] interest at fluctuating interest rates, primarily based on the London Interbank Offered Rate (“LIBOR”) for deposits of U.S. dollars.
It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after [removed: 2021.][added: 2023.]
The Alternative Reference Rates Committee in the United States has proposed that the Secured Overnight Financing Rate [removed: (“SOFR”)] [added: (“SOFR”), calculated using short-term repurchase agreements backed by U.S. Treasury securities,] is the rate that represents best practice as the alternative to U.S. dollar LIBOR for [added: use in derivatives and other financial contracts that are currently indexed to LIBOR.]
If LIBOR is discontinued, reformed or replaced, we expect that our indebtedness under our senior unsecured revolving credit facility [added: and unsecured term loan credit facility] will be indexed to a replacement benchmark based on SOFR.
Any such change could cause the effective interest rate under our senior unsecured revolving credit facility and [added: unsecured term loan credit facility and] our overall interest expense to increase, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.
- changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, [added: inflation,] commodity and equity prices and the value of financial assets, and
On October [removed: 22, 2020,] [added: 27, 2021,] we announced that our Board [added: of Directors (our "Board")] had declared a quarterly dividend of $0.07 per share for the fourth quarter of fiscal year [removed: 2020] [added: 2021] that was paid in February [removed: 2021.][added: 2022.]
On January [removed: 28, 2021,] [added: 27, 2022,] we announced that our Board had declared a quarterly dividend of $0.07 per share for the first quarter of fiscal year [removed: 2021] [added: 2022] that will be payable in May [removed: 2021.][added: 2022.]
We face risks related to public health crises and pandemics, including the COVID-19 pandemic.
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risks and data accessibility disruptions due to remote working arrangements; reduced sources of liquidity; increased borrowing costs; fluctuations in foreign currency markets; potential impairment in the carrying value of goodwill; other asset impairment charges; increased obligations related to our pension and other postretirement benefit plans; and deferred tax valuation allowances.
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filed.
We develop, configure and market our
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The discontinuation date for submission and publication of rates for certain tenors of U.S. dollar LIBOR (1-month, 3-month, 6-month, and 12-month) was subsequently extended by the ICE Benchmark Administration (the administrator of LIBOR) until June 30, 2023.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
We face risks related to public health crises and pandemics, including the COVID-19 pandemic that was first reported in China in December 2019 and has since spread to all geographic regions where our products are produced and sold.
However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, such as:
use in derivatives and other financial contracts that are currently indexed to LIBOR.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
154 rewritten, 79 added, 304 removed, 111 unchanged
Each of the fiscal years ended [removed: December 29, 2019] [added: January 2, 2022] ("fiscal year [removed: 2019")] [added: 2021")] and December [removed: 30, 2018] [added: 29, 2019] ("fiscal year [removed: 2018")] [added: 2019")] included 52 weeks.
The fiscal year ending January [removed: 2, 2022] [added: 1, 2023] ("fiscal year [removed: 2021")] [added: 2022")] will include 52 weeks.
Overview of Fiscal Year [removed: 2020][added: 2021]
During fiscal year [removed: 2020,] [added: 2021,] we continued to see strong returns from our acquisitions as well as our organic investments across technology, marketing and people.
Our overall revenue in fiscal year [removed: 2020] [added: 2021] increased [removed: $899.1] [added: $1,284.4] million, or [removed: 31%,] [added: 34%,] as compared to fiscal year [removed: 2019,] [added: 2020,] reflecting an increase of [removed: $929.4] [added: $865.0] million, or [removed: 82%,] [added: 42%,] in our Diagnostics segment revenue [removed: partially offset by a decrease] [added: and an increase] of [removed: $30.4] [added: $419.4] million, or [removed: 2%,] [added: 24%,] in our Discovery & Analytical Solutions segment revenue.
The increase in our Diagnostics segment revenue during fiscal year [removed: 2020] [added: 2021] was primarily driven by increased demand for our COVID-19 product offerings resulting in an increase of [removed: $547.4] [added: $749.0] million [removed: from] [added: in] our immunodiagnostics [removed: revenue and an increase of $398.3 million from our applied genomics revenue partially offset by a decrease of $16.2 million from our reproductive health] revenue.
The [removed: decrease] [added: increase] in our Discovery & Analytical Solutions segment [added: revenue] during fiscal year [removed: 2020] [added: 2021] was driven by [removed: a decrease] [added: an increase] of [removed: $85.4] [added: $305.1] million [removed: from] [added: in] our [removed: applied markets] [added: life sciences market] revenue [removed: partially offset by] [added: and] an increase of [removed: $55.0] [added: $114.3] million [removed: from] [added: in] our [removed: life sciences market] [added: applied markets] revenue.
[removed: In our Diagnostics segment, we] [added: We also] experienced [removed: tremendous demand for] [added: strong growth in] our immunodiagnostics and applied genomics [removed: COVID-19] [added: core] product and service offerings across all regions.
In our reproductive health business, an expanded range of product offerings and increased geographic reach [removed: partially] [added: more than] offset the impact of declining birthrates.
[removed: In our Discovery & Analytical Solutions segment, the decrease] [added: The increase] in our applied markets revenue was driven by [removed: reduced] [added: increased] demand [removed: as a result of the COVID-19 pandemic, resulting in a decrease in revenue] from our industrial, environmental and food markets.
The increase in our life sciences market revenue was the result of an increase in revenue in our pharmaceutical and biotechnology markets driven by continued growth of our Informatics [removed: and OneSource businesses, partially offset by a decrease in revenue from our academia and governmental markets.][added: business.]
Our consolidated gross margins increased [removed: 736] [added: 49] basis points in fiscal year [removed: 2020,] [added: 2021,] as compared to fiscal year [removed: 2019,] [added: 2020,] primarily due to higher sales volume, [added: a] favorable shift in product mix and continued productivity initiatives to improve our supply chain, partially offset by increased amortization expense.
Our consolidated operating margin increased [removed: 1,332] [added: 42] basis points in fiscal year [removed: 2020,] [added: 2021,] as compared to fiscal year [removed: 2019,] [added: 2020,] primarily due to higher sales [removed: volume,] [added: volume leverage and increased sales of our COVID-19 products offerings,] which [removed: was] [added: were] partially offset by increased amortization of intangible assets, investments in new product development and growth initiatives.
Overall, we believe that our strategic priorities and recent portfolio transformations, coupled with our expanded range of product offerings, leading market positions, global scale and financial strength provides us with a foundation for continued [added: revenue growth, strong margins and cash flows, and long-term earnings per share] growth.
Revenue for fiscal year [removed: 2020] [added: 2021] was [removed: $3.8] [added: $5.1] billion, as compared to [removed: $2.9] [added: $3.8] billion for fiscal year [removed: 2019,] [added: 2020,] an increase of [removed: $899.1 million,] [added: $1.3 billion,] or [removed: 31%,] [added: 34%,] which includes an approximate [removed: 2%] [added: 8%] increase in revenue attributable to acquisitions and [removed: divestitures.][added: divestitures, and a 1% increase in revenue attributable to favorable changes in foreign exchange rates.]
The analysis in the remainder of this paragraph compares segment revenue for fiscal year [removed: 2020] [added: 2021] as compared to fiscal year [removed: 2019] [added: 2020] and includes the effect of foreign exchange rate fluctuations, and acquisitions and divestitures.
The total increase in revenue reflects an increase in our Diagnostics segment revenue of [removed: $929.4] [added: $865.0] million, or [removed: 82%,] [added: 42%,] due to increased demand for our COVID-19 product offerings resulting in an increase of [removed: $547.4 million from our immunodiagnostics revenue and an increase of $398.3 million from our applied genomics revenue, partially offset by a decrease of $16.2] [added: $749.0] million in our [removed: reproductive health] [added: immunodiagnostics] revenue.
Our Discovery & Analytical Solutions segment revenue [removed: decreased] [added: increased] by [removed: $30.4] [added: $419.4] million, or [removed: 2%,] [added: 24%,] due to [removed: a decrease] [added: an increase] of [removed: $85.4] [added: $305.1] million from our [removed: applied markets revenue, partially offset by] [added: life sciences market revenue and] an increase of [removed: $55.0] [added: $114.3] million from our [removed: life sciences market] [added: applied markets] revenue.
As a result of adjustments to deferred revenue related to certain acquisitions required by business combination rules, we did not recognize $0.8 million of revenue primarily related to our Diagnostics segment for each of fiscal years [added: 2021 and] 2020 and [removed: 2019] [added: $1.8 million] and $0.3 million of revenue primarily related to our Discovery & Analytical Solutions segment in fiscal [removed: year] [added: years 2021 and] 2020 that otherwise would have been recorded by the acquired businesses during each of the respective periods.
Cost of revenue for fiscal year [removed: 2020] [added: 2021] was [removed: $1.7] [added: $2.2] billion, as compared to [removed: $1.5] [added: $1.7] billion for fiscal year [removed: 2019,] [added: 2020,] an increase of approximately [removed: $185.3] [added: $543.0] million, or [removed: 12%.][added: 32%.]
As a percentage of revenue, cost of revenue decreased to [removed: 44.2%] [added: 43.7%] in fiscal year [removed: 2020] [added: 2021] from [removed: 51.6%] [added: 44.2%] in fiscal year [removed: 2019,] [added: 2020,] resulting in an increase in gross margin of approximately [removed: 736] [added: 49] basis points to [removed: 55.8%] [added: 56.3%] in fiscal year [removed: 2020] [added: 2021] from [removed: 48.4%] [added: 55.8%] in fiscal year [removed: 2019.][added: 2020.]
Amortization of intangible assets increased and was [removed: $65.3] [added: $115.1] million for fiscal year [removed: 2020,] [added: 2021,] as compared to [removed: $61.4] [added: $65.3] million for fiscal year [removed: 2019.][added: 2020.]
The amortization of purchase accounting adjustments to record the inventory from certain acquisitions added an incremental expense of [removed: $2.8] [added: $35.2] million for fiscal year [removed: 2020,] [added: 2021,] as compared to [removed: $21.6] [added: $2.8] million for fiscal year [removed: 2019.][added: 2020.]
Asset impairment [added: costs] added an incremental expense of [removed: $7.9] [added: $3.9] million for fiscal year [removed: 2020.][added: 2021.]
In addition to the factors noted above, the overall increase in gross margin [removed: is] [added: was] primarily the result of higher sales volume, [added: a] favorable shift in product mix and continued productivity initiatives to improve our supply [removed: chain] [added: chain,] partially offset by increased amortization expense.
Selling, general and administrative expenses for fiscal year [removed: 2020] [added: 2021] were [removed: $917.9] [added: $1,227.5] million, as compared to [removed: $815.3] [added: $917.9] million for fiscal year [removed: 2019,] [added: 2020,] an increase of approximately [removed: $102.6] [added: $309.6] million, or [removed: 12.6%.][added: 33.7%.]
As a percentage of revenue, selling, general and administrative expenses decreased to [removed: 24.3%] [added: 24.2%] in fiscal year [removed: 2020] [added: 2021] from [removed: 28.3%] [added: 24.3%] in fiscal year [removed: 2019.][added: 2020.]
Amortization of intangible assets increased to [removed: $127.3] [added: $175.1] million for fiscal year [removed: 2020,] [added: 2021,] as compared to [removed: $103.0] [added: $127.3] million for fiscal year [removed: 2019.][added: 2020.]
Acquisition and divestiture-related [removed: expenses] [added: costs, contingent consideration and other costs] added an incremental expense of [removed: $8.7] [added: $76.6] million for fiscal year [removed: 2020] [added: 2021,] as compared to [added: decreasing expenses by] $4.0 million for fiscal year [removed: 2019.][added: 2020.]
Legal costs for significant litigation matters and settlements were [removed: $7.1] [added: $0.1] million for fiscal year [removed: 2020,] [added: 2021,] as compared to [removed: $2.3] [added: $7.1] million for fiscal year [removed: 2019.][added: 2020.]
Costs for significant environmental matters [removed: added an incremental expense of] [added: were] $5.2 million for fiscal year 2020.
In addition to the above items, the increase in selling, general and administrative expenses was primarily the result of costs related to investments in people, digital capabilities and [removed: innovation] [added: innovation,] and [removed: the extra fiscal week, which were partially offset] [added: recent acquisitions amplified] by [removed: lower costs resulting from] [added: pandemic-related] cost [removed: containment] [added: controls] and [removed: productivity initiatives.][added: disruptions in the prior year.]
Research and development expenses for fiscal year [removed: 2020] [added: 2021] were [removed: $205.4] [added: $275.0] million, as compared to [removed: $189.3] [added: $205.4] million for fiscal year [removed: 2019,] [added: 2020,] an increase of [removed: $16.1] [added: $69.6] million, or [removed: 8.5%.][added: 33.9%.]
[removed: In addition to the above items, the] [added: The] increase in research and development expenses was driven by [added: our] investments in new product development.
Restructuring and other costs, net were [removed: $8.0] [added: $16.4] million for fiscal year [removed: 2020] [added: 2021] as compared to [removed: $29.4] [added: $8.0] million for fiscal year [removed: 2019.][added: 2020.]
We implemented [removed: a] restructuring [removed: plan] [added: plans] in [removed: the first quarter of] fiscal [removed: year 2020] [added: years 2021 and 2020,] consisting of workforce reductions [removed: and closure of excess facilities] principally intended to realign resources to emphasize growth initiatives [removed: (the "Q1 2020 Plan").][added: and integrate new acquisitions.]
We [removed: also] have [added: also] terminated various contractual commitments in connection with certain disposal activities and [added: relocating operations and] have recorded charges, to the extent applicable, for the costs of terminating these contracts before the end of their terms and the costs that will continue to be incurred for the remaining terms without economic benefit to us.
Interest and other expense, net, consisted of the [removed: following:][added: following for the fiscal years ended:]
| | | | January [added: 2, 2022 | | | | | | January] 3, 2021 | | | | | | [removed: December 29, 2019] | | | | | | | | |
| | | | (In thousands) | | | | | | | | | | | | | | | [added: | | | | | |]
Revenue from our 2021 acquisitions contributed $219.7 million to the increase in our overall revenue during fiscal year 2021.
Our Diagnostics segment revenue also increased during fiscal year 2021 due to growth in our core product offerings resulting in an increase of $61.9 million in our reproductive health revenue and an increase of $54.2 million in our applied genomics revenue.
Revenue from our 2021 acquisitions contributed $95.5 million to the increase in our Diagnostics segment revenue during fiscal year 2021.
Revenue from our 2021 acquisitions contributed $124.3 million to the increase in our Discovery & Analytical Solutions segment revenue during fiscal year 2021.
In our Diagnostics segment, we experienced tremendous demand for our immunodiagnostics COVID-19 product offerings, particularly in the Americas, partially offset by a decline in demand for these product offerings in the Asia-Pacific region.
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Revenue from our 2021 acquisitions contributed $219.7 million to the increase in our overall revenue during fiscal year 2021.
Our Diagnostics segment revenue also increased during fiscal year 2021 due to growth in our core product offerings resulting in an increase of $61.9 million in our reproductive health revenue and an increase of $54.2 million in our applied genomics revenue.
Amortization of intangible assets from our 2021 acquisitions amounted to $34.0 million.
Other purchase accounting adjustments added an incremental expense of $1.8 million for fiscal year 2021, of which $1.6 million was acquisition-related stock compensation and $0.2 million was increased depreciation on property, plant and equipment.
Amortization of intangible assets from our 2021 acquisitions amounted to $37.2 million.
Purchase accounting adjustments added an incremental expense of $3.2 million for fiscal year 2021, of which $3.1 million was change in contingent consideration and $0.1 million was increased depreciation on property, plant and equipment, as compared to purchase accounting adjustments decreasing expenses by $8.8 million for fiscal year 2020, which was attributable to change in contingent consideration.
Research and development expenses from our 2021 acquisitions were $25.4
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million.
As a percentage of revenue, research and development expenses were flat at 5.4% in each of fiscal years 2021 and 2020.
Stock compensation related to our acquisitions added an incremental expense of $1.4 million in fiscal year 2021.
Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.1 million in fiscal year 2021.
The aggregate charges for these actions totaled $0.2 million during fiscal year 2020.
See Note 4, *Restructuring and Other Costs, Net,* in the Notes to Consolidated Financial Statements for further discussion of the restructuring activities.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense including costs of bridge financing | | | 102,128 | | | | | | 49,712 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Change in fair value of financial securities | | | (10,985) | | | | | | (35) | | | | | | | | | | | | | | |
| Other components of net periodic pension (credit) cost | | | (39,767) | | | | | | 18,833 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The decrease of $19.7 million in interest and other expense, net, in fiscal year 2021 as compared to fiscal year 2020 was largely due to a net pension credit of $39.8 million in fiscal year 2021 as compared to a net pension cost of $18.8 million in fiscal year 2020, a decrease in other expense, net of $1.4 million and a change in fair value of financial securities of $11.0 million, partially offset by an increase of $52.4 million in interest expense in fiscal year 2021.
The increase of $52.4 million in interest expense in fiscal year 2021 was the result of $23.4 million of costs of bridge financing and debt pre-issuance hedges that were recognized in fiscal year 2021 and interest expense from new debt in fiscal year 2021.
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| | | | January 2, 2022 | | | | | | January 3, 2021 | | | | | | | | |
| Rate change on long term intangibles | | | 14,031 | | | | | | — | | | | | | | | |
| Effect of foreign operations | | | 37,147 | | | | | | — | | | | | | | | |
The variation in our effective tax rate for fiscal year 2021 is primarily affected by the recognition of $37.1 million in U.S. federal, U.S. state and non-U.S. taxes due when we repatriate foreign earnings that we no longer consider indefinitely reinvested.
*Acquisition of BioLegend, Inc.* In fiscal year 2021, we completed the acquisition of BioLegend, Inc. ("BioLegend") for an aggregate consideration of $5.7 billion.
BioLegend's revenue and net loss for the period from the acquisition date to January 2, 2022 were $91.7 million and $25.8 million, respectively.
The acquired businesses include Oxford Immunotec Global PLC for a total consideration of $590.9 million and Nexcelom Bioscience Holdings, LLC for a total consideration of $267.3 million, and five other businesses, which were acquired for a total consideration of $331.0 million.
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See Note 3, *Business Combinations,* in the Notes to Consolidated Financial Statements for a detailed discussion of our acquisitions.
Revenue from our 2021 acquisitions contributed $124.3 million to the increase in our Discovery & Analytical Solutions segment revenue during fiscal year 2021.
The additional week in fiscal year 2021 has been reflected in our first quarter.
Stock-based compensation expense was $1.4 million for fiscal year 2020, as compared to $1.6 million for fiscal year 2019.
Stock-based compensation expense decreased to $26.5 million for fiscal year 2020, as compared to $28.8 million for fiscal year 2019.
Other purchase accounting adjustments decreased expenses by $8.8 million for fiscal year 2020, as compared to increasing expenses by $3.9 million for fiscal year 2019.
Acceleration of executive compensation was $7.7 million for fiscal year 2019.
As a percentage of revenue, research and development expenses decreased to 5.4% in fiscal year 2020, as compared to 6.6% in fiscal year 2019, primarily driven by outsized volume increases.
Stock-based compensation expense was $1.2 million in fiscal year 2020, as compared to $1.1 million in fiscal year 2019.
We implemented a restructuring plan in the third quarter of fiscal year 2020 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives ("Q3 2020 Plan").
We implemented a restructuring plan in each quarter of fiscal year 2019 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives (the "Q1 2019 Plan", "Q2 2019 Plan", "Q3 2019 Plan" and "Q4 2019 Plan", respectively).
All other previous restructuring plans were workforce reductions or the closure of excess facility space principally intended to integrate our businesses in order to realign operations, reduce costs, achieve operational efficiencies and shift resources into geographic regions and end markets that are more consistent with our growth strategy (the "Previous Plans").
The following table summarizes the number of employees reduced, the initial restructuring or contract termination charges by operating segment, and the dates by which payments were substantially completed, or the expected dates by which payments will be substantially completed, for restructuring actions implemented during fiscal years 2020 and 2019 in continuing operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Workforce Reductions | | | | | | | | | | | | | | | | | | Closure of Excess Facility | | | | | | | | | | | | Total | | | | | | (Expected) Date Payments Substantially Completed by | | | | | | | | |
| | | | Headcount Reduction | | | | | | Diagnostics | | | | | | Discovery & Analytical Solutions | | | | | | Diagnostics | | | | | | Discovery & Analytical Solutions | | | | | | | | | Severance | | | | | | Excess Facility | | | | | |
| | | | (In thousands, except headcount data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Q3 2020 Plan | | | 23 | | | | | | $ | 901 | | | | | $ | 2,080 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,981 | | | | | Q2 FY2021 | | | | | | — | | |
| Q1 2020 Plan | | | 32 | | | | | | 1,134 | | | | | | 2,312 | | | | | | 682 | | | | | | 92 | | | | | | 4,220 | | | | | | Q4 FY2020 | | | | | | Q1 FY2022 | | |
| Q4 2019 Plan | | | 22 | | | | | | 2,404 | | | | | | 177 | | | | | | — | | | | | | — | | | | | | 2,581 | | | | | | Q3 FY2020 | | | | | | — | | |
| Q3 2019 Plan | | | 259 | | | | | | 2,641 | | | | | | 11,156 | | | | | | — | | | | | | — | | | | | | 13,797 | | | | | | Q2 FY2020 | | | | | | — | | |
| Q2 2019 Plan | | | 44 | | | | | | 1,129 | | | | | | 4,461 | | | | | | — | | | | | | — | | | | | | 5,590 | | | | | | Q1 FY2020 | | | | | | — | | |
| Q1 2019 Plan | | | 105 | | | | | | 1,459 | | | | | | 6,001 | | | | | | — | | | | | | — | | | | | | 7,460 | | | | | | Q4 FY2019 | | | | | | — | | |
We expect to make payments under the Previous Plans for remaining residual lease obligations, with terms varying in length, through fiscal year 2022.
We recorded additional pre-tax charges of $0.2 million during each of fiscal years 2020 and 2019 in the Discovery & Analytical Solutions segment and $0.1 million and $0.2 million during fiscal years 2020 and 2019, respectively, in the Diagnostics segment, as a result of these contract terminations.
We recorded pre-tax charges of $4.3 million and $0.8 million associated with relocating facilities during fiscal years 2020 and 2019.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense | | | 49,712 | | | | | | 63,627 | | | | | | | | |
| Loss on disposition of businesses and assets, net | | | — | | | | | | 2,469 | | | | | | | | |
| Debt extinguishment costs | | | — | | | | | | 32,541 | | | | | | | | |
Interest and other expense, net, for fiscal year 2020 was $72.2 million, as compared to $124.8 million for fiscal year 2019, a decrease of $52.6 million.
The decrease in interest and other expense, net, in fiscal year 2020 as compared to fiscal year 2019 was largely due to a decrease in debt extinguishment costs of $32.5 million primarily associated with the redemption of the November 2021 Notes in the fourth quarter of fiscal year 2019; a decrease of $13.9 million in interest expense related to the full year benefit of the lower interest rate on the 2029 Notes that replaced the November 2021 Notes; a decrease in other expense, net of $4.2 million primarily due to a decrease in pension-related expenses; and a decrease in loss on disposition of businesses and assets, net of $2.5 million.
| Tax elections | | | — | | | | | | (3,700) | | | | | | | | |
| Impact of U.S. Tax Act | | | — | | | | | | 2,718 | | | | | | | | |
The variation in our effective tax rate for each year is primarily a result of the recognition of earnings in foreign jurisdictions, predominantly Finland, Singapore and the United Kingdom in fiscal year 2020 and Finland, Singapore and The Netherlands in fiscal years 2019 and 2018, which are taxed at rates lower than the U.S. federal statutory rate, resulting in a benefit from income taxes of $42.5 million in fiscal year 2020 and $16.7 million in fiscal year 2019.
*Disposition of Businesses and Assets*
As part of our continuing efforts to focus on higher growth opportunities, we have discontinued certain businesses.
When the discontinued operations represented a strategic shift that will have a major effect on our operations and financial statements, we accounted for these businesses as discontinued operations and accordingly, have presented the results of operations and related cash flows as discontinued operations.
Any business deemed to be a discontinued operation prior to the adoption of Accounting Standards Update 2014-08, *Reporting Discontinued Operations and Disclosures of Disposals of Components of An Entity,* continues to be reported as a discontinued operation, and the results of operations and related cash flows are presented as discontinued operations for all periods presented.
Any remaining assets and liabilities of these businesses have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of January 3, 2021 and December 29, 2019.
We recorded a provision for income taxes of $0.1 million and $0.2 million on discontinued operations and dispositions in fiscal years 2020 and 2019.
An excerpt. Shown here: 40 of 154 rewritten, 40 of 79 added and 40 of 304 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
29 rewritten, 16 added, 13 removed, 40 unchanged
We believe we had no significant concentrations of credit risk as of January [removed: 3, 2021.][added: 2, 2022.]
We use derivative instruments as part of our risk management strategy only, and [removed: include] [added: includes] derivatives utilized as economic hedges that are not designated as hedging instruments.
[removed: Approximately 70%] [added: *Foreign Exchange Risk.* The potential change in foreign currency exchange rates offers a substantial risk to us, as approximately 60%] of our business is conducted outside of the United States, generally in foreign currencies.
In the ordinary course of business, we enter into foreign exchange contracts for periods consistent with [removed: our] [added: its] committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies.
The unrealized gains and losses on [removed: our] [added: these] foreign currency contracts are recognized immediately in interest and other expense, net.
Principal hedged currencies include the [removed: Brazilian Real,] [added: Australian Dollar,] British Pound, [removed: Chinese Yuan,] Euro, Indian Rupee, Singapore Dollar and Swedish Krona.
We held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling [added: $371.9 million at January 2, 2022,] $808.0 million at January 3, 2021, [added: and] $277.6 million at December 29, 2019, and [removed: $223.3 million at December 30, 2018, and] the fair value of these foreign currency derivative contracts was insignificant.
The duration of these contracts was generally 30 days or less during each of fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
In addition, in connection with certain intercompany loan agreements utilized to finance [removed: our] [added: its] acquisitions and stock repurchase program, we [removed: enter] [added: enters] into forward foreign exchange contracts intended to hedge movements in foreign exchange rates prior to settlement of such intercompany loans denominated in foreign currencies.
The outstanding forward exchange contracts designated as economic hedges, which were intended to hedge movements in foreign exchange rates prior to the settlement of certain intercompany loan agreements, included combined [removed: Euro notional amounts of €33.4 million and] U.S. Dollar notional amounts of [removed: $499.0] [added: $360.2] million as of January [removed: 3, 2021,] [added: 2, 2022,] combined Euro notional amounts of [removed: €105.8] [added: €33.4] million and combined U.S. Dollar notional amounts of [removed: $5.6] [added: $499.0] million as of [removed: December 29, 2019,] [added: January 3, 2021,] and combined Euro notional amounts of [removed: €37.3] [added: €105.8] million and combined U.S. Dollar notional amounts of [removed: $5.7] [added: $5.6] million as of December [removed: 30, 2018.][added: 29, 2019.]
The net gains and losses on these derivatives, combined with the gains and losses on the remeasurement of the hedged intercompany loans were not [removed: material for each of the fiscal years 2020 and 2019.][added: material.]
During fiscal year 2018, we designated a portion of the 2026 Notes to hedge [removed: our] [added: its] investments in certain foreign subsidiaries.
[removed: As of January 3, 2021,] [added: 2022,] the total notional amount of the 2026 Notes that was designated to hedge investments in foreign subsidiaries was €497.2 million.
The unrealized foreign exchange [removed: losses] (gains) [added: losses] recorded in AOCI related to the net investment hedge were [added: $(33.2) million,] $49.6 million and [removed: $(4.9)] [added: $4.9] million during the fiscal years [added: 2021,] 2020 and 2019, respectively.
The [removed: unrealized] foreign exchange losses (gains) recorded in [removed: AOCI] [added: earnings] related to the [removed: net investment hedge] [added: cash flow hedges] were [removed: $1.8] [added: $9.5] million and [removed: $(8.0)] [added: $(29.3)] million during the fiscal years [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
In assessing the effectiveness of this hedge, we use a method based on changes in spot rates to measure the impact of the foreign currency exchange rate fluctuations on both [removed: our] [added: its] foreign subsidiary net investment and the related swap.
Under this method, changes in the fair value of the hedging instrument other than those due to changes in the spot rate are initially recorded in AOCI as a translation adjustment, and then are amortized into other (income) expense, net in the [removed: condensed] consolidated statement of operations using a systematic and rational method over the instrument’s term.
The cross-currency swap [removed: has] [added: had] an initial notional value of €197.4 million or $220.0 million and [removed: matures] [added: matured] on November 15, 2021.
Interest on the cross-currency swap [removed: is] [added: was] payable semi-annually, in Euro, on May 15th and November 15th of each year based on the Euro notional value and a fixed rate of 2.47%.
We [removed: receive] [added: received] interest in U.S. dollars on May 15th and November 15th of each year based on the U.S. dollar equivalent of the Euro notional value and a fixed rate of 5.00%.
During [removed: the second and third quarters of] fiscal year 2020, we entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge the 2021 Notes.
[removed: As of January 3, 2021,] [added: During] the [removed: total notional amount] [added: fourth quarter] of [added: fiscal year 2021, we settled] the forward foreign exchange contracts that were designated as cash flow [removed: hedges was €300.0 million.][added: hedges.]
The [removed: unrealized] foreign exchange [removed: gains] [added: loss] recorded in earnings related to the cash flow hedges [removed: were $29.3] [added: was $8.7] million during [removed: the] fiscal year [removed: 2020.][added: 2021.]
Moreover, we are able to partially mitigate the impact that fluctuations in currencies have on our net income as a result of our manufacturing facilities located in countries outside the [removed: United States, material sourcing and other spending which occur in countries outside the United States, resulting in natural hedges.]
As of January [removed: 3, 2021,] [added: 2, 2022,] this computation estimated that there is a 5% chance that the market value of the underlying exposures and the corresponding derivative instruments either increase or decrease due to foreign currency fluctuations by more than [removed: $0.5 million.][added: $31,500.]
Specifically, during each of the four quarters ended in fiscal year [removed: 2020,] [added: 2021,] the Value-At-Risk ranged between [removed: $0.2] [added: $0.1] million and [removed: $0.5] [added: $0.4] million, with an average of approximately [removed: $0.4] [added: $0.3] million.
*Interest Rate Risk.* As of January [removed: 3, 2021,] [added: 2, 2022,] we had [removed: $158.6] [added: $500.0] million in outstanding borrowings under our senior unsecured revolving credit [removed: facility.][added: and term loan facilities.]
Our cash and cash equivalents, for which we receive interest at variable rates, were [removed: $402.0] [added: $618.3] million at January [removed: 3, 2021.][added: 2, 2022.]
An increase of 10%, or approximately [removed: 10] [added: 12] basis points, in current interest rates would cause our cash outflows to increase by [removed: $0.2] [added: $0.6] million for fiscal year [removed: 2021.][added: 2022.]
As of January 2,
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
The effective portion of the gain or loss of the cash flow hedges were reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affected earnings.
During the second quarter of fiscal year 2021, we redeemed all of its outstanding 2021 Notes and settled the forward foreign exchange contracts that were designated as cash flow hedges.
During fiscal year 2021, we entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge a portion of the 2026 Notes.
During fiscal year 2021, we entered into two interest rate swaption agreements (together, the “Swaptions”) with expiration dates of September 30, 2021 in anticipation of issuing notes to fund the acquisition of BioLegend.
The first Swaption had a term of 2 months and hedged an anticipated 10-year note offering, with a notional value of $500.0 million.
The second Swaption had a term of 2 months and hedged an anticipated 7-year note offering, with a notional value of $500.0 million.
We designated the Swaptions as qualifying hedging instruments and accounted for these derivatives as cash flow hedges.
On September 8, 2021, we sold both Swaptions, and as a result, recognized a loss of $8.2 million in interest and other expense, net during the fiscal year 2021.
We also recorded other comprehensive income of $3.8 million, which will be amortized to interest and other expense, net over the 7 and 10 year terms, respectively, of the related permanent financing.
See Note 19, *Derivatives and Hedging Activities,* in the Notes to Consolidated Financial Statements for a detailed discussion of our derivative instruments and hedging activities.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
United States, material sourcing and other spending which occur in countries outside the United States, resulting in natural hedges.
Amounts drawn under our senior unsecured revolving credit and term loan facilities bear interest at variable rates; all of our other debt bear interest at fixed rates.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
As a result, fluctuations in foreign currency exchange rates can increase the costs of financing, investing and operating the business.
We paid $4.6 million and $1.3 million during the fiscal years 2020 and 2019, respectively, from the settlement of these hedges.
The cumulative translation gains or losses will remain in accumulated other comprehensive income ("AOCI") until the foreign subsidiaries are liquidated or sold.
During fiscal year 2018, we designated the 2021 Notes to hedge our investments in certain foreign subsidiaries.
Unrealized translation adjustments from the 2021 Notes were included in the foreign currency translation component of AOCI, which offsets translation adjustments on the underlying net assets of foreign subsidiaries.
During the second quarter of fiscal year 2020, we removed the hedging relationship of the first €100.0 million of the 2021 Notes and investments in certain foreign subsidiaries.
During the third quarter of fiscal year 2020, we removed the hedging relationship of the remaining €200.0 million of the 2021 Notes and investments in certain foreign subsidiaries.
As of January 3, 2021, the fair value of the cross-currency swap was $(18.3) million, which was recorded in AOCI.
The unrealized foreign exchange (losses) gains recorded in AOCI related to cross-currency swap were $(18.6) million and $0.3 million during the fiscal years 2020 and 2019, respectively.
*Foreign Exchange Risk.* The potential change in foreign currency exchange rates offers a substantial risk to us, as approximately 70% of our business is conducted outside of the United States, generally in foreign currencies.
As described above in “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources,” amounts drawn under our senior unsecured revolving credit facility
bear interest at variable rates.
Item 1. Business
89 rewritten, 76 added, 56 removed, 172 unchanged
As of January [removed: 3, 2021,] [added: 2, 2022,] we employed approximately [removed: 14,000] [added: 16,700] employees.
*Acquisitions in Fiscal Year [removed: 2020:*][added: 2021:*]
*Life [removed: Sciences Market:*][added: Sciences:*]
[removed: The life sciences market] [added: Life Sciences] consists of the life sciences research market and laboratory services market.
In the life sciences research market, we provide a broad suite of solutions including reagents, informatics, [added: contract research services,] and detection and imaging technologies that enable scientists to work smarter, make research breakthroughs and transform those breakthroughs to real-world outcomes.
These products, solutions and services support [removed: pharmaceutical] [added: pharmaceutical, biotech,] and [removed: biotech companies,] contract research [removed: organizations and] [added: organizations, as well as] academic institutions globally in discovering and developing better treatments and therapeutics to fight disease, faster and more efficiently.
For the environmental market, we develop and provide analytical technologies, solutions and services that enable our customers to understand [removed: the characterization] and [added: characterize the] health [removed: of many aspects] [added: and quality] of our environment, including air, water and soil.
Our solutions are used to detect and help reduce the impact [added: commercial] products and industrial processes have on our environment.
We provide the tools needed to [removed: test functionality,] meet [added: rigorous regulatory requirements for environmental testing, meet] quality specifications and safety standards, and innovate for next generation [added: analytical] products.
We also offer a variety of solutions that help farmers and food producers provide a growing population with food that is safe, nutritious and appealing, and assist manufacturers with [added: ensuring] product consistency and maximizing production yield.
Our [removed: instruments] [added: solutions] confirm food quality, including the level of moisture in grain or the level of fat in [removed: butter,] [added: butter and nutritional elements,] as well as detect the presence of potentially dangerous contaminants, such as [removed: lead and mercury] [added: veterinary drug residues] in milk.
Our [removed: solutions] [added: workflows] can also be used to identify the origin of food products such as olive oil, which helps prevent counterfeiting.
- Radiometric detection solutions, including over 1,100 radiochemicals and [added: instrumentation such as] the [removed: Tri-carb®] [added: Tri-Carb®] and Quantulus™ GCT families of liquid scintillation analyzers, Wizard2® Gamma counters and MicroBeta2® plate based LSA, which are [added: used for beta, gamma and luminescence counting in microplate and vial formats utilized in research, environmental and drug discovery applications.]
- The Opera Phenix® [removed: high content] [added: Plus high-content] screening system, which is used for sensitive and [removed: high speed] [added: high-speed] phenotypic drug screening of complex cellular models.
- The Operetta® CLS™ [removed: high content] [added: high-content] analysis system, which enables scientists to reveal fine sub-cellular details from everyday assays as well as more complex studies, for example using live cells, 3D and stem cells.
- The [removed: Victor] [added: VICTOR] Nivo® multimode plate reader benchtop system, which is designed for assay development and academic labs including those using [removed: HTRF®,] [added: HTRF® and] AlphaLISA® [removed: and/or AlphaPlex®] technologies.
- The EnSight® multimode plate reader benchtop system, [removed: offering] [added: which offers] well plate imaging alongside labeled detection technologies for target-based and phenotypic assays.
- The EnVision® multimode plate reader, [added: which is] designed for high-throughput screening laboratories, including those using HTRF®, [removed: AlphaScreen®,] [added: AlphaScreen® and] AlphaLISA® [removed: and/or AlphaPlex®] technologies.
- In vivo imaging technologies and reagents for preclinical research, [removed: including] [added: comprised of] the IVIS® Spectrum™ series for 2D and 3D optical [removed: imaging, the FMT® series for 3D optical tomography] [added: imaging] and [added: optionally integrated low-dose CT imaging and] the IVIS® Lumina™ series for [added: benchtop] 2D imaging, along with [removed: a suite of] [added: IVISbrite™] bioluminescent and [added: IVISense™] fluorescent imaging agents, cell lines and dyes.
- The QuantumTM GX2 system, which enables [added: low-dose] in vivo [added: CT] imaging of multiple species [added: and areas of anatomical interest] across multiple disease areas by [removed: delivering industry-leading] [added: way of] high [removed: resolution] [added: resolution, tomographic] imaging.
OneSource® [added: services] programs are tailored to the specific needs and goals of individual customers and offer a series of informatics-based consulting, planning and management offerings to assist in laboratory productivity and the optimization of complex Information Technology platforms.
- OneSource® [removed: Dashboard,] [added: Dashboard software,] a TIBCO® Spotfire® [removed: technology driven] [added: technology-driven] interactive graphical platform, which provides visibility to a customer’s global asset population, service event and downtime distribution, as well as key performance indicators to assist in asset operation.
- OneSource® Insights as a [removed: ServiceTM,] [added: ServiceTM offerings,] which leverages comprehensive OneSource® analytics and industry data to develop and deliver customer-need driven recommendations to optimize, integrate and accelerate lab operations.
- PerkinElmer [removed: SignalsTM Translational] [added: Signals TranslationalTM] data management, aggregation and analysis platform, which offers out-of-the-box support for the complete precision medicine workflow from data acquisition to biomarker discovery and validation.
- ChemDraw® [removed: 18,] [added: 18 platform,] a chemical structure drawing and visualization application for scientists and researchers.
- Lead [removed: Discovery] [added: DiscoveryTM] Premium software, which allows scientists to import, filter by, analyze and interpret chemical structures and biosequences alongside other related data in a highly visual and interactive environment for faster insights and better decisions.
- The [removed: Clarus®] series of [added: Clarus®] gas [removed: chromatographs,] [added: chromatographs and] gas chromatographs/mass [removed: spectrometers] [added: spectrometers,] and the [removed: TurboMatrix™] family of [added: TurboMatrix™] sample-handling equipment, which are used to identify and quantify compounds in the environmental, forensics, food and beverage, hydrocarbon processing/biofuels, materials testing, pharmaceutical and semiconductor industries.
- The SimplicityChrom™ CDS software which offers liquid chromatography workflows and intuitive functions [removed: with] [added: for] full 21CFR 11 [removed: compliance.][added: compliance for laboratories working in regulated environments.]
- The NexSAR™ HPLC, [added: which] is a speciation analysis ready system engineered with a completely inert and metal-free fluid path, enabling laboratories to meet low chromatographic background requirements on the most challenging speciation applications in food, water or consumer products such as children's toys.
- [removed: The atomic] [added: Atomic] spectroscopy [removed: family] [added: families] of instruments, including the [removed: PinAAcle® family] [added: families] of [added: PinAAcle®] atomic absorption spectrometers, [removed: the] Avio® [removed: family of] [added: Max] inductively coupled plasma (“ICP”) optical emission spectrometers and [removed: the] NexION® [removed: family of] ICP mass spectrometers, [added: all of] which are used in the [removed: environmental] [added: environmental, food, pharmaceutical,] and chemical industries, among others, to determine the elemental content of a sample.
Coupled with the Avio® [removed: 500] [added: 550 Max] ICP-OES oils system, particle counting and sizing as well as wear metals analysis of in-service oils and lubricants are performed in one run with results delivered in less than a minute.
- Our infrared spectroscopy (IR) family of instruments, the Spectrum Two™ IR & NIR spectrometers, which are compact and portable and used for [removed: high-speed] [added: advanced] infrared analysis for unknown substance identification, material qualification or concentration determination in fuel and lubricant analysis, polymer analysis and pharmaceutical and environmental applications.
- The Polymer ID analyzer, which provides accurate verification of identity, quality, and composition of polymers and their blends used in industries such as food packaging, [removed: construction,] [added: construction] and automotive.
- The [removed: LAMBDA® UV/Vis] series of [added: LAMBDA® UV/Vis] spectrophotometers that provide sampling flexibility to enable measurement of a wide range of sample types, including liquids, powders and solid materials, both in regulated industries as well as QC/QA and research applications.
- The 2400 Series II CHNS/O elemental analyzer, one of the leading organic elemental analyzers, which is ideal for the rapid determination of carbon, hydrogen, nitrogen, [removed: sulfur,] [added: sulfur] and oxygen content in organic and other types of materials.
- Our thermal analysis family, [removed: including] [added: which includes] our [added: series of] Differential Scanning Calorimetry (DSC) [removed: series] [added: instruments] that [removed: offers] [added: offer] exclusive HyperDSC™ capability for unparalleled sensitivity and new insights into material processes, our Thermogravimetric (TGA) and Simultaneous Thermal Analysis (STA) [removed: instruments, which] [added: instruments that] can be coupled [removed: to] [added: with] Fourier Transform Infrared (FT-IR), Mass Spectrometry (MS), or Gas Chromatography/Mass Spectrometry (GC/MS) [added: technologies] to provide [added: a complete and advanced line of Evolved Gas Analysis (EGA) platforms for] greater analysis power and [removed: knowledge.][added: knowledge with materials characterization in polymers, pharmaceuticals, chemicals, petroleum, rubber, food and other areas.]
- The PerkinElmer FT 9700™ [removed: compact and] [added: compact,] high-performance [removed: full wavelength range] [added: and full-wavelength-range] Fourier Transform Near Infrared (FT-NIR) spectrometer, [removed: that] [added: which] helps food and feed laboratories perform quick analyses for quality assurance of food and feed materials and reduces variations in production.
- MaxSignal HTS™ [removed: Total Aflatoxins and DON ELISA] [added: mycotoxin] kits featuring automated and easy-to-use [removed: mycotoxin] testing [removed: workflows.][added: workflows for the six most commonly tested mycotoxins.]
This new offering [removed: will] [added: is designed to] help high throughput food processors and contract labs focus on L. mono testing for food and environmental surface samples.
- DA 7350™ [removed: instrument] and [added: DA 7440™ in-line and on-line NIR instruments – combined with] Process Plus™ cloud-based software [removed: to] [added: –] provide continuous quality control [removed: for] [added: of] food and food ingredient manufacturing processes.
In fiscal year 2021, we completed the acquisition of BioLegend, Inc. ("BioLegend") and paid an aggregate purchase price of $5.7 billion, net of cash acquired of $292.4 million, reflecting working capital and other adjustments (the "Aggregate Consideration").
The Aggregate Consideration was paid in a combination of $3.3 billion in cash and shares of our common stock having a value of approximately $2.6 billion based on the $187.56 per share closing price of our common stock on the New York Stock Exchange on September 17, 2021 (the "Stock Consideration").
The Stock Consideration consisted of 14,066,799 shares of our common stock and was issued on September 17, 2021 in a private placement pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act.
BioLegend is recognized as a leading, global provider of life science antibodies and reagents headquartered in San Diego, California, with approximately 700 employees.
In fiscal year 2021, we also completed the acquisition of seven other businesses for aggregate consideration of $1.2 billion.
The acquired businesses include Oxford Immunotec Global PLC ("Oxford"), a company based in Abingdon, UK with approximately 275 employees, for total consideration of $590.9 million, Nexcelom Bioscience Holdings, LLC ("Nexcelom"), a company based in Lawrence, Massachusetts with approximately 130 employees, for total consideration of $267.3 million, and five other businesses, which were acquired for total consideration of $331.0 million.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
BioLegend’s acquisition provides us with access to new markets as well, notably the flow cytometry and multiomic cell analysis markets.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
- Reagents and solutions for microscopy and imaging applications.
These include fluorophore-conjugated and enzyme-conjugated antibodies, as well as buffers and solutions such as our Ce3D™ collection of buffers for 3D tissue imaging.
- The MuviCyte™ live-cell imaging system, designed to operate inside a cell-culture incubator, enabling researchers to study cellular behaviors and pathways in living cells to gain a deeper understanding of functions, disease mechanisms and responses to treatments.
- A wide range of homogeneous biochemical and cell-based reagents using HTRF®, LANCE® Ultra™, DELFIA®, AlphaLISA®, AlphaLISA ® SureFire® Ultra, AlphaScreen®, AlphaPlex® and luminescence assay technologies.
- ELISA MAX™ Standard Sets, ELISA MAX™ Deluxe Sets, LEGEND MAX™ ELISA Kits and RAPID MAX™ ELISA Kits, as well as complementary solutions and buffers for immunoassays to cover more than 200 targets for human, mouse, and rat samples, many of which are designed to assess the immune environment and its inflammatory state for vaccine, infectious disease and autoimmune disease research.
- LEGENDplex™ bead-based reagents, which, in contrast to single analyte assays such as ELISAs, can quantitate up to 14 targets, from one small sample volume in a flow cytometry assay.
- GoInVivo™ as well as Ultra-LEAF™ and LEAF™ functional antibodies, which provide an affordable solution for researchers performing in vivo and ex vivo studies.
- Nexcelom BioScience automated cell counters, image cytometers, reagents and consumables for cell analysis used in life science research, drug discovery and drug development.
- Horizon Discovery offerings that enable critical elements of the drug development and therapeutic value chain, particularly in the area of precision medicine with a portfolio of cell engineering tools and services, featuring gene editing technologies such as CRISPR, and base editing and gene modulation technologies such as RNAi.
- Sirion Biotech consultancy services and technologies to design and manufacture viral vectors for cell and gene therapy research and preclinical development.
- BioLegend® best-in-class antibodies and reagents, which are used by life science researchers across biologics, cell and gene therapy, proteogenomics, and recombinant proteins.
- Fluorophore-conjugated antibodies, which are used in flow cytometers to characterize protein expression on the surface and in internal compartments of cells.
The large collection of dyes and antibodies allows for an increasing number of conjugate options, facilitating the use of bigger and better flow cytometry panels.
Notable products are Brilliant Violet™ and Spark™ dyes, among others.
- TotalSeq™ reagents, which are oligonucleotide-barcoded antibodies that enable protein detection by sequencing and combining traditional RNA or DNA sequencing experiments with high-parameter protein detection.
- Cell culture and biofunctional assay reagents, including bioactive recombinant proteins, as well as other specialized reagents such as Cell-Vive™ T-NK Xeno-Free Serum Substitute (GMP), and other GMP-produced recombinant proteins and reagents.
These products serve several markets, notably cell and gene therapy applications.
- MojoSort™ and Lymphopure™ reagents that cover the main spectrum of cell separation technologies, which together with our fluorophore-antibody conjugates, can be used for FACS (Fluorescence-activated Cell Sorting).
- Flex-T™ reagents that utilize major histocompatibility complex tetramers to present peptides for the identification of antigen-specific T cells.
Our Flex-T products can be used to screen the efficacy of antigen peptides for vaccine and drug trials, as well as characterizing the dominance of cancer-specific self-peptides, and more recently, SARS-CoV2 peptides for COVID-19 research.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
- Antibodies and solutions for Western blotting.
A large collection of validated antibodies, as well as supporting buffers and substrates, which provide a convenient set of tools to characterize protein size and relative expression levels in cell or tissue lysates.
- A comprehensive Liquid Chromatography (LC) Column portfolio of innovative and highly efficient HPLC/ UHPLC and supercritical fluid chromatography (SFC) chemistries.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
- Perten® Falling Number®, which is the world standard method for measuring sprout damage.
This is an important factor affecting the price of wheat and, ultimately, bread, baked goods, and pasta/noodle quality.
- RVA™ performance analyzer, which provides a screening tool for both producers and users of food ingredients.
- The DA 7250 diode-array based NIR lab and at-line system, which simultaneously measures multiple constituents (moisture, protein, fat fiber, etc.) in 10 seconds.
- The IM 9500 Whole Grain NIR, which measures moisture, protein, oil, and more in less than 40 seconds.
- The AM 5200 grain moisture meter, which is based on the latest moisture meter technology, including the use of the Unified Grain Moisture Algorithm (UGMA) and 149MHz.
We completed the acquisition of four businesses for aggregate consideration of $438.7 million.
We reported the operations of these acquisitions within the results of our Discovery & Analytical Solutions or Diagnostics segments, as applicable, from the acquisition dates.
*Restructuring:*
During fiscal year 2020, we recorded pre-tax restructuring charges of $4.5 million in our Discovery & Analytical Solutions segment and $2.7 million in our Diagnostics segment related to workforce reductions and closure of excess facilities due to restructuring activities.
Our management approved these plans to realign resources to emphasize growth initiatives.
We also terminated various contractual commitments in connection with certain disposal activities and have recorded charges, to the extent applicable, for the costs of terminating these contracts before the end of their terms and the costs that will continue to be incurred for the remaining terms without economic benefit to us.
We recorded pre-tax charges of $0.2 million and $0.1 million in the Discovery & Analytical Solutions and Diagnostics segments, respectively, during fiscal year 2020 as a result of these contract terminations.
We also recorded pre-tax charges of $4.3 million associated with relocating facilities during fiscal year 2020.
This pre-tax restructuring activity has been reported as restructuring and other costs, net and is included as a component of income from continuing operations.
We expect no significant impact on future operating results or cash flows from the restructuring activities executed in fiscal year 2020.
used for beta, gamma and luminescence counting in microplate and vial formats utilized in research, environmental and drug discovery applications.
- A wide range of homogeneous biochemical and cell-based assay reagents, including HTRF®, LANCE® *Ultra*™ and Alpha™ technology assay platforms used for the detection of drug discovery targets such as G-protein coupled receptors (“GPCR”), kinases, biomarkers and the modification of epigenetic enzymes.
- HTRF®, AlphaScreen®, AlphaLISA® and AlphaPlex® research assays, including over 500 no-wash biomarker detection kits for both biotherapeutics and small molecule drug discovery and development in a variety of therapeutic areas including cancer, inflammation, metabolic disorders, neurodegeneration and virology.
- TSATM Plus biotin kits, which can increase sensitivity of histochemistry and cytochemistry as much as 10 to 20 times.
These technologies are designed to provide non-invasive longitudinal monitoring of disease progression, cell trafficking and gene expression patterns in living animals and are complemented by a broad portfolio of fluorescent and bioluminescent in vivo imaging reagents that can be useful for identifying, characterizing and quantifying a range of disease biomarkers and therapeutic efficacy in living animal models.
Low dose scanning allows subjects to be imaged over time to evaluate disease progression while minimizing the harmful effects of radiation that could impact the biology of the animal.
With the QuantumTM GX2 system, data from the IVIS® and FMT® imaging platforms can be seamlessly co-registered with microCT to deliver more information on the disease state.
- The Quasar™ Liquid Chromatography (LC) Columns, which are built for optimized retention with a high surface coverage and high-sample loading capacities that help improve the detection of low-level compounds and are designed for optimal peak shapes.
The Quasar™ SPP or Quasar™ Silica LC columns can be used across any HPLC or UHPLC system.
This system is part of the NexSAR HPLC-ICP-MS speciation solution, which couples the NexSAR HPLC with our revolutionary NexION® ICP-MS and is seamlessly integrated using the proven Clarity™ software.
This patent-pending integrated solution considerably improves operating costs.
This includes the Spectrum™ 3 MIR/NIR/FIR Spectrometer designed to provide high sensitivity and flexibility to address a range of sample types and the Spotlight™ IR Microscopic and Imaging systems which are designed for scientists whose samples demand higher sensitivity and simpler analysis and workflows.
It is a compact and easy-to-use solution designed to simplify and accelerate polymer analysis to quickly and confidently identify unknown polymer samples, determine composition of blends, and verify quality.
The LAMBDA® 1050+ and 850+ UV/Vis/NIR and UV/Vis spectrophotometers are easy-to-use with high-performance and provide accurate characterizations of sample materials that are critical for manufacturers in a variety of industries to ensure their products meet regulatory standards and develop smart materials with advanced properties for improved safety, efficiency and functionality.
They are designed to improve lab productivity and ensure standard compliance regulations are met.
The FL 6500TM spectrophotometer provides a high-energy pulsed Xenon light source that preserves sample integrity and the FL 8500TM spectrophotometer provides a high-sensitivity source for testing diluted or small samples.
- The Perten®'s Falling Number® and Glutomatic® instruments, which determine the bread baking quality of wheat and flour, and Perten's DA NIR bench and in process analyzer determine constituent content for use across the food segment from meat to animal feed.
- The Delta™ range of milk quality analyzers, which help ensure the quality of dairy products and are used at Central Milk Testing labs as well as dairy processing facilities around the world.
- The DA 6200™ NIR analyzer, which helps meat and olive processors conduct quality and process control accurately, easily and quickly.
The DA 6200™ analyzer is based on the next generation Diode Array Near-Infrared Transmission Spectroscopy (NIR) technology, which provides accurate test results of fat, moisture, protein, collagen, salt and ash levels in a sample.
The QSight® SP50 system offers easy and efficient switching between traditional, direct injection UHPLC analyses and fully automated online SPE with sample pre-concentration, allowing for increased throughput and cost savings.
Using the new assays and automation, food safety QA managers and lab teams at grain processors, feed mills, pet food companies and contract labs can process up to 192 samples in less than 90 minutes.
In addition to the significant improvement in productivity (or sample throughput), the new solutions handle complex matrices with high sensitivity and accuracy.
The workflow is designed to “set it and forget it,” which minimizes the need for manual intervention, reducing the risk of manual error and helping the customer meet their regulatory standards.
In sync with leading industry standards, the new solution is being introduced with Performance Tested Method SM (PTM) certification from AOAC® INTERNATIONAL (Association of Official Analytical Collaboration).
The new solution is designed to enable food producers to increase efficiency and yield and improve margins by reducing waste, optimizing the use of expensive raw materials and improving product consistency.
This innovation is part of PerkinElmer’s portfolio of quality and safety solutions across meat, dairy, seafood, produce, edible oils and cannabis.
The solution features the new Perten Glutomatic® 2000 instrument with a modern user interface and simplified data connectivity and is designed to operate within automated process workflows.
It also includes seamless integration to PerkinElmer’s high-speed Centrifuge 2010 (with two Gluten Index test cassettes) and the Glutork 2020 drying technology.
The Glutomatic® 2000 system leverages the Perten Gluten Index method which, for the past 40 years, has set the global standard for wheat and flour gluten testing.
An excerpt. Shown here: 40 of 89 rewritten, 40 of 76 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2021 filing and the FY2020 filing.
Item 3. Legal Proceedings
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Although we have established accruals for potential losses that we believe are probable and reasonably estimable, in the opinion of our management, based on its review of the information available at this time, the total cost of resolving these contingencies at January [removed: 3, 2021] [added: 2, 2022] should not have a material adverse effect on our consolidated financial statements included in this annual report on Form 10-K.
Cover and table of contents
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| | | | For the fiscal year ended January [removed: 3, 2021] [added: 2, 2022] | | |
The aggregate market value of the common stock, $1 par value per share, held by non-affiliates of the registrant on July 2, [removed: 2020,] [added: 2021,] was [removed: $10,743,749,481] [added: $17,332,583,779] based upon the last reported sale of [removed: $97.94] [added: $155.57] per share of common stock on July 2, [removed: 2020.][added: 2021.]
As of February [removed: 26, 2021,] [added: 25, 2022,] there were outstanding [removed: 112,061,794] [added: 126,183,492] shares of common stock, $1 par value per share.
Portions of PerkinElmer, Inc.’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April [removed: 27, 2021] [added: 26, 2022] are incorporated by reference into Part III of this Form 10-K.
| Item 1. | | | [removed: [Business](#i36bb19bc106645f2bd534b5e0ac091b3_13)] [added: [Business](#ib88accf85aee4d15a4bd5dbf6610fc09_13)] | | | [removed: [3](#i36bb19bc106645f2bd534b5e0ac091b3_13)] [added: [3](#ib88accf85aee4d15a4bd5dbf6610fc09_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i36bb19bc106645f2bd534b5e0ac091b3_16)] [added: Factors](#ib88accf85aee4d15a4bd5dbf6610fc09_16)] | | | [removed: [14](#i36bb19bc106645f2bd534b5e0ac091b3_16)] [added: [14](#ib88accf85aee4d15a4bd5dbf6610fc09_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i36bb19bc106645f2bd534b5e0ac091b3_19)] [added: Comments](#ib88accf85aee4d15a4bd5dbf6610fc09_19)] | | | [removed: [22](#i36bb19bc106645f2bd534b5e0ac091b3_19)] [added: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_19)] | | |
| Item 2. | | | [removed: [Properties](#i36bb19bc106645f2bd534b5e0ac091b3_22)] [added: [Properties](#ib88accf85aee4d15a4bd5dbf6610fc09_22)] | | | [removed: [22](#i36bb19bc106645f2bd534b5e0ac091b3_22)] [added: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i36bb19bc106645f2bd534b5e0ac091b3_25)] [added: Proceedings](#ib88accf85aee4d15a4bd5dbf6610fc09_25)] | | | [removed: [22](#i36bb19bc106645f2bd534b5e0ac091b3_25)] [added: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i36bb19bc106645f2bd534b5e0ac091b3_28)] [added: Disclosures](#ib88accf85aee4d15a4bd5dbf6610fc09_28)] | | | [removed: [22](#i36bb19bc106645f2bd534b5e0ac091b3_28)] [added: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_28)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i36bb19bc106645f2bd534b5e0ac091b3_37)] [added: Securities](#ib88accf85aee4d15a4bd5dbf6610fc09_37)] | | | [removed: [25](#i36bb19bc106645f2bd534b5e0ac091b3_37)] [added: [26](#ib88accf85aee4d15a4bd5dbf6610fc09_37)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36bb19bc106645f2bd534b5e0ac091b3_43)] [added: Operations](#ib88accf85aee4d15a4bd5dbf6610fc09_43)] | | | [removed: [29](#i36bb19bc106645f2bd534b5e0ac091b3_43)] [added: [28](#ib88accf85aee4d15a4bd5dbf6610fc09_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i36bb19bc106645f2bd534b5e0ac091b3_52)] [added: Risk](#ib88accf85aee4d15a4bd5dbf6610fc09_52)] | | | [removed: [46](#i36bb19bc106645f2bd534b5e0ac091b3_52)] [added: [38](#ib88accf85aee4d15a4bd5dbf6610fc09_52)] | | |
| Item 8. | | | [Financial Statements and Supplemental [removed: Data](#i36bb19bc106645f2bd534b5e0ac091b3_55)] [added: Data](#ib88accf85aee4d15a4bd5dbf6610fc09_55)] | | | [removed: [50](#i36bb19bc106645f2bd534b5e0ac091b3_55)] [added: [41](#ib88accf85aee4d15a4bd5dbf6610fc09_55)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i36bb19bc106645f2bd534b5e0ac091b3_187)] [added: Disclosure](#ib88accf85aee4d15a4bd5dbf6610fc09_184)] | | | [removed: [114](#i36bb19bc106645f2bd534b5e0ac091b3_187)] [added: [93](#ib88accf85aee4d15a4bd5dbf6610fc09_184)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i36bb19bc106645f2bd534b5e0ac091b3_190)] [added: Procedures](#ib88accf85aee4d15a4bd5dbf6610fc09_187)] | | | [removed: [114](#i36bb19bc106645f2bd534b5e0ac091b3_190)] [added: [93](#ib88accf85aee4d15a4bd5dbf6610fc09_187)] | | |
| Item 9B. | | | [Other [removed: Information](#i36bb19bc106645f2bd534b5e0ac091b3_193)] [added: Information](#ib88accf85aee4d15a4bd5dbf6610fc09_190)] | | | [removed: [117](#i36bb19bc106645f2bd534b5e0ac091b3_193)] [added: [96](#ib88accf85aee4d15a4bd5dbf6610fc09_190)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i36bb19bc106645f2bd534b5e0ac091b3_199)] [added: Governance](#ib88accf85aee4d15a4bd5dbf6610fc09_196)] | | | [removed: [118](#i36bb19bc106645f2bd534b5e0ac091b3_199)] [added: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_196)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i36bb19bc106645f2bd534b5e0ac091b3_202)] [added: Compensation](#ib88accf85aee4d15a4bd5dbf6610fc09_199)] | | | [removed: [118](#i36bb19bc106645f2bd534b5e0ac091b3_202)] [added: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_199)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36bb19bc106645f2bd534b5e0ac091b3_205)] [added: Matters](#ib88accf85aee4d15a4bd5dbf6610fc09_202)] | | | [removed: [118](#i36bb19bc106645f2bd534b5e0ac091b3_205)] [added: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_202)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i36bb19bc106645f2bd534b5e0ac091b3_208)] [added: Independence](#ib88accf85aee4d15a4bd5dbf6610fc09_205)] | | | [removed: [118](#i36bb19bc106645f2bd534b5e0ac091b3_208)] [added: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_205)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i36bb19bc106645f2bd534b5e0ac091b3_211)] [added: Services](#ib88accf85aee4d15a4bd5dbf6610fc09_208)] | | | [removed: [118](#i36bb19bc106645f2bd534b5e0ac091b3_211)] [added: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_208)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i36bb19bc106645f2bd534b5e0ac091b3_217)] [added: Schedules](#ib88accf85aee4d15a4bd5dbf6610fc09_214)] | | | [removed: [119](#i36bb19bc106645f2bd534b5e0ac091b3_217)] [added: [98](#ib88accf85aee4d15a4bd5dbf6610fc09_214)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i36bb19bc106645f2bd534b5e0ac091b3_220)] [added: Summary](#ib88accf85aee4d15a4bd5dbf6610fc09_217)] | | | [removed: [124](#i36bb19bc106645f2bd534b5e0ac091b3_220)] [added: [102](#ib88accf85aee4d15a4bd5dbf6610fc09_217)] | | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| Item 6. | | | [\[Reserved\]](#ib88accf85aee4d15a4bd5dbf6610fc09_40) | | | [27](#ib88accf85aee4d15a4bd5dbf6610fc09_40) | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib88accf85aee4d15a4bd5dbf6610fc09_1099511629682) | | | [96](#ib88accf85aee4d15a4bd5dbf6610fc09_1099511629682) | | |
| [Signatures](#ib88accf85aee4d15a4bd5dbf6610fc09_220) | | | | | | [102](#ib88accf85aee4d15a4bd5dbf6610fc09_220) | | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| 0.600% Notes due 2021 | | | PKI 21B | | | The New York Stock Exchange | | |
| Item 6. | | | [Selected Financial Data](#i36bb19bc106645f2bd534b5e0ac091b3_40) | | | [27](#i36bb19bc106645f2bd534b5e0ac091b3_40) | | |
| [Signatures](#i36bb19bc106645f2bd534b5e0ac091b3_223) | | | | | | [124](#i36bb19bc106645f2bd534b5e0ac091b3_223) | | |
Item 2. Properties
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We conduct operations for both our Discovery & Analytical Solutions and Diagnostics segments in manufacturing and assembly plants, research laboratories, administrative offices and other facilities.
A majority of all such facilities utilized are leased from third parties.
Our real property leases are both short-term and long-term.
See Note 21, *Leases,* in the Notes to Consolidated Financial Statements for further discussion of our leases.
Not material.
Item 4. Mine Safety Disclosures
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Listed below are our executive officers as of March [removed: 2, 2021.][added: 3, 2022.]
| Prahlad Singh | | | | | | President and Chief Executive Officer | | | | | | [removed: 56] [added: 57] | | |
| James M. Mock | | | | | | Senior Vice President and Chief Financial Officer | | | | | | [removed: 44] [added: 45] | | |
| Joel S. Goldberg | | | | | | Senior Vice President, Administration, General Counsel and Secretary | | | | | | [removed: 52] [added: 53] | | |
| Daniel R. Tereau | | | | | | Senior Vice President, Strategy and Business Development | | | | | | [removed: 54] [added: 55] | | |
| Miriame Victor | | | | | | Senior Vice President, Chief Commercial Officer | | | | | | [removed: 40] [added: 41] | | |
| Tajinder Vohra | | | | | | Senior Vice President, Global Operations | | | | | | [removed: 55] [added: 56] | | |
| Andrew Okun | | | | | | Vice President, Chief Accounting Officer and Treasurer | | | | | | [removed: 51] [added: 52] | | |
*Prahlad Singh, [removed: 56*.][added: 57*.]
Mock, [removed: 44*.][added: 45*.]
Goldberg*, [removed: *52*.][added: *53*.]
Tereau, [removed: 54.*] [added: 55.*] Mr. Tereau was appointed Senior Vice President, Strategy and Business Development in January 2016, having joined PerkinElmer in April 2014 as Vice President, Strategy and Business Development.
*Miriame Victor,* [removed: 40.][added: 41.]
In that role, she oversees PerkinElmer’s product commercialization efforts across all businesses, having [removed: recently] [added: previously] completed the successful consolidation of the Diagnostics and Discovery & Analytical Solutions businesses into one unified commercial organization.
*Tajinder Vohra, [removed: 55*.][added: 56*.]
Mr. Vohra joined PerkinElmer in October 2015 as Vice President of Global Operations and was appointed Senior Vice President [added: Global Operations] in January 2018.
*Andrew Okun, [removed: 51.*] [added: 52.*] Mr. Okun serves as our Vice President, Chief Accounting Officer and Treasurer.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11 rewritten, 9 added, 10 removed, 20 unchanged
As of February [removed: 26, 2021,] [added: 25, 2022,] we had approximately [removed: 3,410] [added: 3,200] holders of record of our common stock.
(1)Our Board [added: of Directors (our "Board")] has authorized us to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to our equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to our equity incentive plans.
During the fourth quarter of fiscal year [removed: 2020,] [added: 2021,] we repurchased [removed: 901] [added: 323] shares of common stock for this purpose at an aggregate cost of $0.1 million.
During [removed: the] fiscal year [removed: 2020,] [added: 2021,] we repurchased [removed: 72,251] [added: 71,248] shares of common stock for this purpose at an aggregate cost of [removed: $6.9] [added: $10.5] million.
(2)On July [removed: 23, 2018,] [added: 31, 2020,] our Board authorized us to repurchase shares of common stock for an aggregate amount up to $250.0 million under a stock repurchase program (the "Repurchase Program").
The [removed: New] Repurchase Program will expire on July 27, 2022 unless terminated earlier by our Board and may be suspended or discontinued at any time.
As of January [removed: 3, 2021, $250.0] [added: 2, 2022, $187.4] million remained available for aggregate repurchases of shares under the [removed: New] Repurchase Program.
Set forth below is a line graph comparing the cumulative total shareholder return on our common stock against the cumulative total return of the S&P Composite-500 Index and a Peer Group Index for the five fiscal years from January [removed: 3, 2016] [added: 1, 2017] to January [removed: 3, 2021.][added: 2, 2022.]
The peer group is the same as the peer group used in the stock performance graph in our Annual Report on Form 10-K for the fiscal year ended [removed: December 29, 2019.][added: January 3, 2021.]
[removed: ][added: ]
| | | | [removed: 3-Jan-16] [added: 1-Jan-17] | | | | | | [removed: 1-Jan-17] [added: 31-Dec-17] | | | | | | [removed: 31-Dec-17] [added: 30-Dec-18] | | | | | | [removed: 30-Dec-18] [added: 29-Dec-19] | | | | | | [removed: 29-Dec-19] [added: 3-Jan-21] | | | | | | [removed: 3-Jan-21] [added: 2-Jan-22] | | |
| October 4, 2021 - October 31, 2021 | | | 26 | | | | | | $ | 169.68 | | | | | — | | | | | | $ | 187,415,787 | |
| November 1, 2021 - November 28, 2021 | | | 165 | | | | | | 183.55 | | | | | | — | | | | | | 187,415,787 | | |
| November 29, 2021 - January 2, 2022 | | | 132 | | | | | | 188.30 | | | | | | — | | | | | | 187,415,787 | | |
| Activity for quarter ended January 2, 2022 | | | 323 | | | | | | $ | 184.37 | | | | | — | | | | | | $ | 187,415,787 | |
During fiscal year 2021, we repurchased 433,000 shares of common stock under the Repurchase Program for an aggregate cost of $62.6 million.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| PerkinElmer, Inc. | | | $ | 100.00 | | | | | $ | 140.85 | | | | | $ | 149.40 | | | | | $ | 188.19 | | | | | $ | 279.04 | | | | | $ | 391.68 | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |
| Peer Group | | | $ | 100.00 | | | | | $ | 138.59 | | | | | $ | 153.94 | | | | | $ | 218.62 | | | | | $ | 304.44 | | | | | $ | 434.63 | |
| October 5, 2020 - November 1, 2020 | | | 466 | | | | | | $ | 122.58 | | | | | — | | | | | | $ | 250,000,000 | |
| November 2, 2020 - November 29, 2020 | | | 315 | | | | | | 132.12 | | | | | | — | | | | | | 250,000,000 | | |
| November 30, 2020 - January 3, 2021 | | | 120 | | | | | | 142.60 | | | | | | — | | | | | | 250,000,000 | | |
| Activity for quarter ended January 3, 2021 | | | 901 | | | | | | $ | 128.58 | | | | | — | | | | | | $ | 250,000,000 | |
The Repurchase Program expired on July 23, 2020, and no shares remain available for repurchase under the Repurchase Program due to its expiration.
On July 31, 2020, our Board authorized us to repurchase shares of common stock for an aggregate amount up to $250.0 million under a new stock repurchase program (the "New Repurchase Program").
During fiscal year 2020, we had no stock repurchases under either the Repurchase Program or the New Repurchase Program.
| PerkinElmer, Inc. | | | $ | 100.00 | | | | | $ | 97.88 | | | | | $ | 137.86 | | | | | $ | 146.24 | | | | | $ | 184.21 | | | | | $ | 273.12 | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.04 | |
| Peer Group | | | $ | 100.00 | | | | | $ | 101.63 | | | | | $ | 140.85 | | | | | $ | 156.45 | | | | | $ | 222.18 | | | | | $ | 309.40 | |
Item 6. [Reserved]
0 rewritten, 2 added, 65 removed, 0 unchanged
Reserved.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
The following table sets forth selected historical financial information as of and for each of the fiscal years in the five-year period ended January 3, 2021.
We derived the selected historical financial information for the balance sheets for the fiscal years ended January 3, 2021 and December 29, 2019 and the statements of operations for each of the fiscal years in the three-year period ended January 3, 2021 from our audited consolidated financial statements which are included elsewhere in this annual report on Form 10-K.
We derived the selected historical financial information for the statements of operations for the fiscal years ended December 31, 2017 and January 1, 2017 from our audited consolidated financial statements which are not included in this annual report on Form 10-K.
We derived the selected historical financial information for the balance sheets as of December 30, 2018, December 31, 2017 and January 1, 2017 from our audited consolidated financial statements which are not included in this annual report on Form 10-K.
Our historical financial information may not be indicative of our future results of operations or financial position.
The following selected historical financial information should be read together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, included elsewhere in this annual report on Form 10-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | January 3, 2021 | | | | | | December 29, 2019 | | | | | | December 30, 2018 | | | | | | December 31, 2017 | | | | | | January 1, 2017 | | |
| | | | (In thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | | | $ | 3,782,745 | | | | | $ | 2,883,673 | | | | | $ | 2,777,996 | | | | | $ | 2,256,982 | | | | | $ | 2,115,517 | |
| Operating income from continuing operations(1)(2) | | | 978,581 | | | | | | 361,973 | | | | | | 323,884 | | | | | | 295,615 | | | | | | 294,582 | | |
| Interest and other expense (income), net(3)(4) | | | 72,217 | | | | | | 124,831 | | | | | | 66,201 | | | | | | (1,103) | | | | | | 50,514 | | |
| Income from continuing operations before income taxes | | | 906,364 | | | | | | 237,142 | | | | | | 257,683 | | | | | | 296,718 | | | | | | 244,068 | | |
| Income from continuing operations, net of income taxes(5) | | | 728,098 | | | | | | 227,753 | | | | | | 237,475 | | | | | | 156,890 | | | | | | 215,706 | | |
| (Loss) gain from discontinued operations and dispositions, net of income taxes(6) | | | (211) | | | | | | (195) | | | | | | 452 | | | | | | 135,743 | | | | | | 18,593 | | |
| Net income | | | $ | 727,887 | | | | | $ | 227,558 | | | | | $ | 237,927 | | | | | $ | 292,633 | | | | | $ | 234,299 | |
| Basic earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 6.53 | | | | | $ | 2.06 | | | | | $ | 2.15 | | | | | $ | 1.43 | | | | | $ | 1.97 | |
| Discontinued operations | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 1.24 | | | | | | 0.17 | | |
| Net income | | | $ | 6.53 | | | | | $ | 2.06 | | | | | $ | 2.15 | | | | | $ | 2.66 | | | | | $ | 2.14 | |
| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 6.50 | | | | | $ | 2.04 | | | | | $ | 2.13 | | | | | $ | 1.42 | | | | | $ | 1.96 | |
| Discontinued operations | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 1.22 | | | | | | 0.17 | | |
| Net income | | | $ | 6.49 | | | | | $ | 2.04 | | | | | $ | 2.13 | | | | | $ | 2.64 | | | | | $ | 2.12 | |
| Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 111,514 | | | | | | 110,827 | | | | | | 110,561 | | | | | | 109,857 | | | | | | 109,478 | | |
| Diluted | | | 112,085 | | | | | | 111,501 | | | | | | 111,534 | | | | | | 110,859 | | | | | | 110,313 | | |
| Cash dividends declared per common share | | | $ | 0.28 | | | | | $ | 0.28 | | | | | $ | 0.28 | | | | | $ | 0.28 | | | | | $ | 0.28 | |
| | | | As of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | (In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets(7) | | | $ | 7,960,315 | | | | | $ | 6,538,564 | | | | | $ | 5,975,522 | | | | | $ | 6,091,463 | | | | | $ | 4,276,683 | |
| Short-term debt(3) | | | 380,948 | | | | | | 9,974 | | | | | | 14,856 | | | | | | 217,306 | | | | | | 1,172 | | |
| Long-term debt(3)(4)(7)(8) | | | 1,609,701 | | | | | | 2,064,041 | | | | | | 1,876,624 | | | | | | 1,788,803 | | | | | | 1,045,254 | | |
| Stockholders’ equity(7)(9) | | | 3,735,492 | | | | | | 2,813,824 | | | | | | 2,584,955 | | | | | | 2,503,188 | | | | | | 2,153,570 | | |
| Common shares outstanding(9) | | | 112,090 | | | | | | 111,140 | | | | | | 110,597 | | | | | | 110,361 | | | | | | 109,617 | | |
____________________________
An excerpt. Shown here: all 0 rewritten, all 2 added and 40 of 65 removed. The counts are complete. For every sentence, read Item 6. [Reserved] in the FY2021 filing and the FY2020 filing.
Item 8. Financial Statements and Supplemental Data
634 rewritten, 379 added, 638 removed, 849 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i36bb19bc106645f2bd534b5e0ac091b3_58)] [added: Firm](#ib88accf85aee4d15a4bd5dbf6610fc09_58) (PCAOB ID No. 34)] | | | [removed: [51](#i36bb19bc106645f2bd534b5e0ac091b3_58)] [added: [42](#ib88accf85aee4d15a4bd5dbf6610fc09_58)] | | |
| [Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended [removed: January 3, 2021](#i36bb19bc106645f2bd534b5e0ac091b3_61)] [added: January](#ib88accf85aee4d15a4bd5dbf6610fc09_61) [2](#ib88accf85aee4d15a4bd5dbf6610fc09_61)[, 202](#ib88accf85aee4d15a4bd5dbf6610fc09_61)[2](#ib88accf85aee4d15a4bd5dbf6610fc09_61)] | | | [removed: [52](#i36bb19bc106645f2bd534b5e0ac091b3_61)] [added: [43](#ib88accf85aee4d15a4bd5dbf6610fc09_61)] | | |
| [Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021](#i36bb19bc106645f2bd534b5e0ac091b3_64)] [added: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_64)] | | | [removed: [53](#i36bb19bc106645f2bd534b5e0ac091b3_64)] [added: [44](#ib88accf85aee4d15a4bd5dbf6610fc09_64)] | | |
| [Consolidated Balance Sheets as of January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019](#i36bb19bc106645f2bd534b5e0ac091b3_67)] [added: January 3, 2021](#ib88accf85aee4d15a4bd5dbf6610fc09_67)] | | | [removed: [54](#i36bb19bc106645f2bd534b5e0ac091b3_67)] [added: [45](#ib88accf85aee4d15a4bd5dbf6610fc09_67)] | | |
| [Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021](#i36bb19bc106645f2bd534b5e0ac091b3_73)] [added: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_73)] | | | [removed: [55](#i36bb19bc106645f2bd534b5e0ac091b3_73)] [added: [46](#ib88accf85aee4d15a4bd5dbf6610fc09_73)] | | |
| [Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021](#i36bb19bc106645f2bd534b5e0ac091b3_76)] [added: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_76)] | | | [removed: [56](#i36bb19bc106645f2bd534b5e0ac091b3_76)] [added: [47](#ib88accf85aee4d15a4bd5dbf6610fc09_76)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i36bb19bc106645f2bd534b5e0ac091b3_79)] [added: Statements](#ib88accf85aee4d15a4bd5dbf6610fc09_79)] | | | [removed: [58](#i36bb19bc106645f2bd534b5e0ac091b3_79)] [added: [49](#ib88accf85aee4d15a4bd5dbf6610fc09_79)] | | |
We have audited the accompanying consolidated balance sheets of PerkinElmer, Inc. and subsidiaries (the “Company”) as of January [added: 2, 2022 and January] 3, 2021 and [removed: December 29, 2019, and] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January [removed: 3, 2021, the related notes,] [added: 2, 2022] and the [removed: schedule listed in the Index at Item 15] [added: related notes] (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019,] [added: January 3, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 3, 2021,] [added: 2, 2022,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of January [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 2, 2021] [added: 3, 2022] expressed an unqualified opinion on the Company’s internal control over financial reporting.
[removed: Revenue Recognition] [added: Business Combinations] – [added: Identifiable Intangible Assets–] Refer to Note [removed: 2] [added: 3] to the financial statements
[removed: This] [added: These fair value measurements] required a [removed: higher] [added: high] degree of auditor judgment and an increased extent of effort, [added: including the need to involve our fair value specialists,] when performing audit procedures to evaluate the reasonableness of [removed: the related] [added: management’s] revenue [removed: recognition.][added: forecasts and the selection of the discount rates for the identified intangible assets.]
[added: | | | |] For the [removed: Fiscal Years Ended][added: fiscal year ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | January [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: December 29, 2019] [added: January 3, 2021] | | | | | | December [removed: 30, 2018] [added: 29, 2019] | | |
| Product revenue | | | $ | [removed: 2,778,725] [added: 3,329,102] | | | | | $ | [removed: 2,017,042] [added: 2,778,725] | | | | | $ | [removed: 1,935,493] [added: 2,017,042] | |
| Service revenue | | | [removed: 1,004,020] [added: 1,738,067] | | | | | | [removed: 866,631] [added: 1,004,020] | | | | | | [removed: 842,503] [added: 866,631] | | |
| Total revenue | | | [removed: 3,782,745] [added: 5,067,169] | | | | | | [removed: 2,883,673] [added: 3,782,745] | | | | | | [removed: 2,777,996] [added: 2,883,673] | | |
| Cost of product revenue | | | [removed: 1,105,614] [added: 1,503,881] | | | | | | [removed: 956,398] [added: 1,105,614] | | | | | | [removed: 908,228] [added: 956,398] | | |
| Cost of service revenue | | | [removed: 567,254] [added: 711,988] | | | | | | [removed: 531,220] [added: 567,254] | | | | | | [removed: 528,829] [added: 531,220] | | |
| Selling, general and administrative expenses | | | [removed: 917,894] [added: 1,227,521] | | | | | | [removed: 815,318] [added: 917,894] | | | | | | [removed: 811,913] [added: 815,318] | | |
| Research and development expenses | | | [removed: 205,389] [added: 274,969] | | | | | | [removed: 189,336] [added: 205,389] | | | | | | [removed: 193,998] [added: 189,336] | | |
| Restructuring and other costs, net | | | [removed: 8,013] [added: 16,432] | | | | | | [removed: 29,428] [added: 8,013] | | | | | | [removed: 11,144] [added: 29,428] | | |
| Operating income from continuing operations | | | [removed: 978,581] [added: 1,332,378] | | | | | | [removed: 361,973] [added: 978,581] | | | | | | [removed: 323,884] [added: 361,973] | | |
| Interest and other expense, net | | | [removed: 72,217] [added: 52,492] | | | | | | [removed: 124,831] [added: 72,217] | | | | | | [removed: 66,201] [added: 124,831] | | |
| Income from continuing operations before income taxes | | | [removed: 906,364] [added: 1,279,886] | | | | | | [removed: 237,142] [added: 906,364] | | | | | | [removed: 257,683] [added: 237,142] | | |
| Provision for income taxes | | | [removed: 178,266] [added: 336,603] | | | | | | [removed: 9,389] [added: 178,266] | | | | | | [removed: 20,208] [added: 9,389] | | |
| Income from continuing operations | | | [removed: 728,098] [added: 943,283] | | | | | | [removed: 227,753] [added: 728,098] | | | | | | [removed: 237,475] [added: 227,753] | | |
| Loss on disposition of discontinued operations before income taxes | | | [removed: (76)] [added: —] | | | | | | [removed: —] [added: (76)] | | | | | | [removed: (859)] [added: —] | | |
| Provision for [removed: (benefit from)] income taxes on discontinued operations [removed: and dispositions] | | | [removed: 135] [added: 126] | | | | | | [removed: 195] [added: 135] | | | | | | [removed: (1,311)] [added: 195] | | |
| [removed: (Loss) gain] [added: Loss] from discontinued operations and dispositions | | | [removed: (211)] [added: (126)] | | | | | | [removed: (195)] [added: (211)] | | | | | | [removed: 452] [added: (195)] | | |
| Net income | | | $ | [removed: 727,887] [added: 943,157] | | | | | $ | [removed: 227,558] [added: 727,887] | | | | | $ | [removed: 237,927] [added: 227,558] | |
| Income from continuing operations | | | $ | [removed: 6.53] [added: 8.12] | | | | | $ | [removed: 2.06] [added: 6.53] | | | | | $ | [removed: 2.15] [added: 2.06] | |
| [removed: (Loss) gain] [added: Loss] from discontinued operations and dispositions | | | (0.00) | | | | | | [removed: 0.00] [added: (0.00)] | | | | | | [removed: 0.00] [added: (0.00)] | | |
| Net income | | | $ | [removed: 6.53] [added: 8.12] | | | | | $ | [removed: 2.06] [added: 6.53] | | | | | $ | [removed: 2.15] [added: 2.06] | |
| Income from continuing operations | | | $ | [removed: 6.50] [added: 8.08] | | | | | $ | [removed: 2.04] [added: 6.50] | | | | | $ | [removed: 2.13] [added: 2.04] | |
| Net income | | | $ | [removed: 6.49] [added: 8.08] | | | | | $ | [removed: 2.04] [added: 6.49] | | | | | $ | [removed: 2.13] [added: 2.04] | |
| | | | (In thousands) | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Net income | | | $ | [removed: 727,887] [added: 943,157] | | | | | $ | [removed: 227,558] [added: 727,887] | | | | | $ | [removed: 237,927] [added: 227,558] | |
| Foreign currency translation adjustments, net of tax | | | [removed: 169,500] [added: (130,873)] | | | | | | [removed: (23,978)] [added: 169,500] | | | | | | [removed: (123,388)] [added: (23,978)] | | |
| Unrecognized prior service (cost) credit, net of tax | | | [removed: (1,799)] [added: (95)] | | | | | | [removed: 807] [added: (1,799)] | | | | | | [removed: (77)] [added: 807] | | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
The Company completed the acquisition of BioLegend, Inc. for $5.7 billion in total consideration, net of cash acquired during the third quarter of fiscal year 2021.
The Company accounted for the acquisitions under the acquisition method of accounting for business combinations.
Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identifiable intangible assets totaling $2.5 billion in the BioLegend acquisition and $0.5 billion in the other seven acquisitions.
Of the identifiable intangible assets acquired, the most significant included core technology of $1.1 billion and customer relationships of $1.9 billion.
Management estimated the fair value of these intangible assets using customary valuation procedures and techniques, including income approach methods.
The fair value determination of the intangible assets acquired required management to make significant estimates and assumptions related to revenue forecasts and the selection of the discount rates.
We identified the valuation of the intangible assets as a critical audit matter because of the significant estimates and assumptions management made to measure the fair value of the identifiable intangible assets acquired for purposes of the purchase price allocation.
Our audit procedures related to the revenue forecasts and the selection of the discount rates for the identifiable intangible assets included the following, among others:
- We tested the effectiveness of controls over the valuation of the identifiable intangible assets, including management’s controls over revenue forecasts and selection of the discount rates.
- We assessed the reasonableness of management’s revenue forecasts by performing the following, on a sample basis:
–We compared the revenue forecasts to historical results.
–We compared the revenue forecasts to internal communications to management and the Board of Directors and other information obtained while performing the audit.
–We compared the growth rates to similar businesses acquired by the Company, to the Company’s legacy operations that operate in a similar business, and to peer companies.
- With the assistance of our fair value specialists, we also performed the following, on a sample basis:
–We evaluated the reasonableness of the valuation methodologies selected.
–We tested the source information underlying the determination of the discount rates, tested the mathematical accuracy of the calculations and compared those to the amounts selected by management.
March 3, 2022
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| Accrued expenses and other current liabilities | | | 854,046 | | | | | | 943,916 | | |
| Deferred taxes and other long-term liabilities | | | 1,480,469 | | | | | | 774,531 | | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| Net income | | | — | | | | | | — | | | | | | 943,157 | | | | | | — | | | | | | 943,157 | | |
| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (130,731) | | | | | | (130,731) | | |
| Dividends | | | — | | | | | | — | | | | | | (33,245) | | | | | | — | | | | | | (33,245) | | |
| Issuance of common stock for business combination, net of issuance costs | | | 14,067 | | | | | | 2,624,077 | | | | | | — | | | | | | — | | | | | | 2,638,144 | | |
| Purchases of common stock | | | (504) | | | | | | (72,568) | | | | | | — | | | | | | — | | | | | | (73,072) | | |
| Balance, January 2, 2022 | | | $ | 126,241 | | | | | $ | 2,760,522 | | | | | $ | 4,417,174 | | | | | $ | (162,692) | | | | | $ | 7,141,245 | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| Net income | | | $ | 943,157 | | | | | $ | 727,887 | | | | | $ | 227,558 | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| Proceeds from term loan | | | 500,000 | | | | | | — | | | | | | — | | |
| Settlement of swaps | | | (14,314) | | | | | | — | | | | | | — | | |
| Supplemental disclosures of non-cash investing and financing activities: | | | | | | | | | | | | | | | | | |
| Equity issued for business combination, net of issuance costs | | | $ | 2,638,144 | | | | | $ | — | | | | | $ | — | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
Warranty costs were not material in the periods presented.
related to the tax benefit.
The Company recognizes revenue as it fulfills its performance obligations and transfers control of products or renders services to its customers.
The Company entered into a contract (the “Contract”) with the State of California to perform COVID-19 testing.
The Contract includes variable consideration for monthly testing capacity as well as for completing testing on individual samples.
The Company also received consideration upfront to set-up the testing location and ensure its readiness for the performance of testing as the testing samples were provided.
The accounting for the Contract involves management judgment, particularly in the identification of the performance obligations and in the allocation of consideration to each performance obligation.
The amount recognized per completed test is based on the Company’s forecast of tests to be performed per month over the period of contract performance.
We identified the revenue recognition related to this contract as a critical audit matter because of the significant estimates and assumptions management made in identifying performance obligations and in allocating consideration to each performance
obligation.
Our audit procedures related to the identification of performance obligations and allocation of consideration to each performance obligation included the following, among others:
- We tested the effectiveness of controls over the revenue recognition process, including management’s controls over the identification of performance obligations, allocation of consideration to performance obligations and forecasting testing levels.
- We assessed the reasonableness of management’s determination of performance obligations by independently reading the contract to determine each promise in the contract and evaluating the promise to determine if each promise represents a separate performance obligation.
- We assessed the reasonableness of management’s determination of transaction price; including variable consideration, by independently evaluating the determination of fixed consideration and constraints applied to variable consideration based on the forecasted testing levels and recalculating the consideration allocated to each performance obligation.
March 2, 2021
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reclassification of taxes on foreign currency translation adjustments to earnings upon adoption of ASU 2018-02 | | | — | | | | | | — | | | | | | (6,489) | | |
As of the Fiscal Years Ended
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Current liabilities of discontinued operations | | | 2,173 | | | | | | 2,112 | | |
| Long-term liabilities | | | 774,531 | | | | | | 751,468 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2017 | | | $ | 110,361 | | | | | $ | 58,828 | | | | | $ | 2,380,517 | | | | | $ | (46,518) | | | | | $ | 2,503,188 | |
| Cumulative effect of adopting ASC 606 | | | — | | | | | | — | | | | | | 10,209 | | | | | | — | | | | | | 10,209 | | |
| Impact of adopting ASU 2018-02 | | | — | | | | | | — | | | | | | 6,489 | | | | | | (6,489) | | | | | | — | | |
| Net income | | | — | | | | | | — | | | | | | 237,927 | | | | | | — | | | | | | 237,927 | | |
| Dividends | | | — | | | | | | — | | | | | | (31,013) | | | | | | — | | | | | | (31,013) | | |
| Purchases of common stock | | | (717) | | | | | | (56,676) | | | | | | — | | | | | | — | | | | | | (57,393) | | |
| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | (23,165) | | | | | | (23,165) | | |
| Impact of adopting ASU 2016-13 (see Note 1) | | | — | | | | | | — | | | | | | (1,328) | | | | | | — | | | | | | (1,328) | | |
| Gain on sale of investments, net | | | — | | | | | | — | | | | | | (557) | | |
| Net cash used in operating activities of discontinued operations | | | — | | | | | | — | | | | | | (200) | | |
| Net cash provided by operating activities | | | 892,177 | | | | | | 363,469 | | | | | | 311,038 | | |
| Net cash provided by investing activities of discontinued operations | | | — | | | | | | — | | | | | | — | | |
| Net cash used in investing activities | | | (504,498) | | | | | | (487,573) | | | | | | (159,859) | | |
| Net cash used in financing activities of discontinued operations | | | — | | | | | | — | | | | | | — | | |
| Net cash (used in) provided by financing activities | | | (202,872) | | | | | | 150,130 | | | | | | (179,230) | | |
See Note 2 below for additional details.
With respect to earnings expected to be indefinitely reinvested offshore, the Company does not accrue tax for the repatriation of such foreign earnings.
When the Company determines during the period that previously undistributed earnings of certain international subsidiaries no longer meet the requirements of indefinite reinvestment, the Company recognizes the income tax expense in that period.
An excerpt. Shown here: 40 of 634 rewritten, 40 of 379 added and 40 of 638 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplemental Data in the FY2021 filing and the FY2020 filing.
Item 9A. Controls and Procedures
14 rewritten, 2 added, 1 removed, 34 unchanged
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January [removed: 3, 2021.][added: 2, 2022.]
[removed: Disclosure controls] and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on the evaluation of our disclosure controls and procedures as of January [removed: 3, 2021,] [added: 2, 2022,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
There were no changes in our internal control over financial reporting during the fiscal quarter ended January [removed: 3, 2021,] [added: 2, 2022,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management assessed the effectiveness of our internal control over financial reporting as of January [removed: 3, 2021.][added: 2, 2022.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”)] in the 2013 Internal Control-Integrated Framework.
Our assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of [removed: Horizon Discovery Group plc,] [added: Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc. and Qognit, Inc., all of which were] acquired [removed: on December 23, 2020,] [added: during the fiscal year ended January 2, 2022,] which [removed: is] [added: were] included in our fiscal year [removed: 2020] [added: 2021] consolidated financial statements and represented approximately [removed: 6%] [added: 4%] of our total assets [added: (exclusive of acquired intangible assets and goodwill)] as of January [removed: 3, 2021] [added: 2, 2022] and [removed: 0.08%] [added: 4%] of our total revenues for the fiscal year ended January [removed: 3, 2021.][added: 2, 2022.]
Based on this assessment, our management concluded that, as of January [removed: 3, 2021,] [added: 2, 2022,] our internal control over financial reporting was effective based on those criteria.
We have audited the internal control over financial reporting of PerkinElmer, Inc. and subsidiaries (the “Company”) as of January [removed: 3, 2021] [added: 2, 2022,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January [removed: 3, 2021] [added: 2, 2022] of the Company and our report dated March [removed: 2, 2021] [added: 3, 2022] expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at [removed: Horizon Discovery Group plc ("Horizon"),] [added: Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc. and Qognit, Inc. (collectively “the Acquired Entities”), all of] which [removed: was] [added: were] acquired [removed: on December 23, 2020] [added: during the year ended January 2, 2022] and whose financial statements constitute approximately [removed: 6%] [added: 4%] of total assets [added: (exclusive of acquired intangible assets] and [removed: 0.08%] [added: goodwill) and 4%] of total revenues of the consolidated financial statement amounts as of and for the year ended January [removed: 3, 2021.][added: 2, 2022.]
Accordingly, our audit did not include the internal control over financial reporting [removed: at Horizon.][added: of the Acquired Entities.]
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended January [removed: 3, 2021] [added: 2, 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls
March 3, 2022
March 2, 2021
Item 9B. Other Information
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 5 unchanged
The remaining information required to be disclosed by the Item pursuant to Item 401 and Item 407 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the captions “Proposal No. 1 Election of Directors” and “Information Relating to Our Board of Directors and Its Committees” and is incorporated in this annual report on Form 10-K by reference.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be disclosed by this Item pursuant to Item 402 and Item 407(e) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the captions “Director Compensation,” “Information Relating to Our Board of Directors and Its Committees—Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation,” and is incorporated in this annual report on Form 10-K by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be disclosed by this Item pursuant to Item 403 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the caption “Beneficial Ownership of Common Stock,” and is incorporated in this annual report on Form 10-K by reference.
The information required to be disclosed by this Item pursuant to Item 201(d) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the caption “Executive Compensation—Equity Compensation Plan Information,” and is incorporated in this annual report on Form 10-K by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be disclosed by this Item pursuant to Item 404 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the caption “Information Relating to Our Board of Directors and Its Committees—Certain Relationships and Policies on Related Party Transactions,” and is incorporated in this annual report on Form 10-K by reference.
The information required to be disclosed by this Item pursuant to Item 407(a) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the caption “Information Relating to Our Board of Directors and Its Committees—Determination of Independence,” and is incorporated in this annual report on Form 10-K by reference.
Item 14. Principal Accountant Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required to be disclosed by this Item pursuant to Item 9(e) of Schedule 14A is contained in the proxy statement for our annual meeting of stockholders to be held on April [removed: 27, 2021] [added: 26, 2022] under the caption “Information Relating to Our Board of Directors and Its Committees—Independent Registered Public Accounting Firm Fees and Other Matters”, and is incorporated in this annual report on Form 10-K by reference.
Item 15. Exhibits and Financial Statement Schedules
44 rewritten, 6 added, 19 removed, 96 unchanged
Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021][added: 2, 2022]
Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021][added: 2, 2022]
Consolidated Balance Sheets as of January [added: 2, 2022 and January] 3, 2021 [removed: and December 29, 2019]
Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021][added: 2, 2022]
Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January [removed: 3, 2021][added: 2, 2022]
We have omitted financial statement [removed: schedules, other than those we note above,] [added: schedules] 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.
| [removed: 4.2] | | | | | | [removed: [Description] [added: [(3) Form] of [added: Amendment between Joel S. Goldberg and] PerkinElmer, [removed: Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act] [added: Inc. dated as] of [removed: 1934,] [added: December 3, 2010,] filed with the Commission on [removed: February 25, 2020] [added: March 1, 2011] as Exhibit [removed: 4.2] [added: 10.4(7)] to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179120000003/a2019exhibit42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm)] | | | | | | | | | | | |
| 4.6 | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: April 11, 2018, among] [added: September 12, 2019, by and between] PerkinElmer, [removed: Inc.,] [added: Inc. and] U.S. Bank National Association, as [removed: trustee, and Elavon Financial Services DAC, UK Branch, as paying agent] [added: trustee] (including the form of note contained therein) filed with the Commission on [removed: April 11, 2018] [added: September 12, 2019] as Exhibit 4.2 to our current report on Form 8-K (File No. 001-05075)) and herein incorporated by [removed: reference](http://www.sec.gov/Archives/edgar/data/31791/000119312518113426/d569705dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519243941/d33594dex42.htm)] | | | | | | | | | | | |
| [removed: 4.7] [added: 10.1] | | | | | | [removed: [Paying Agency] [added: [Term Loan Credit] Agreement, dated as of [removed: April] [added: August] 11, [removed: 2018,] [added: 2021,] among PerkinElmer, Inc., [removed: U.S.] Bank [removed: National Association,] [added: of America, N.A.] as [removed: trustee, transfer agent and registrar,] [added: Administrative Agent] and [removed: Elavon Financial Services DAC, UK Branch, as paying agent,] [added: the Lenders party thereto,] filed with the Commission on [removed: April 11, 2018] [added: August 12, 2021] as Exhibit [removed: 4.3] [added: 99.1] to our current report on Form 8-K (File No. [removed: 001-05075))] [added: 001-05075)] and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312518113426/d569705dex43.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312521244659/d194876dex991.htm)] | | | | | | | | | | | |
| 4.8 | | | | | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture, dated as of September [removed: 12, 2019,] [added: 10, 2021,] by and between [removed: PerkinElmer, Inc.] [added: the Company] and U.S. Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on September [removed: 12, 2019] [added: 10, 2021] as Exhibit 4.2 to our current report on Form 8-K [removed: (File] [added: (file] No. 001-05075)) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519243941/d33594dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312521269959/d204305dex42.htm)] | | | | | | | | | | | |
| [removed: 10.1] [added: 10.2] | | | | | | [Credit Agreement, dated as of [removed: September 17, 2019,] [added: August 24, 2021,] among [removed: the](http://www.sec.gov/Archives/edgar/data/31791/000119312519246865/d804222dex101.htm) [PerkinElmer, Inc.](http://www.sec.gov/Archives/edgar/data/31791/000119312519246865/d804222dex101.htm)[,] [added: 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, filed with the Commission on [removed: September 17, 2019] [added: August 25, 2021] as Exhibit [removed: 10.1] [added: 99.1] to our current report on Form 8-K (File No. 001-05075) and [removed: incorporated] herein [added: incorporated] by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519246865/d804222dex101.htm) | | | | | | | | | | | |
| [removed: 10.3] | | | | | | [removed: [Second Amendment to Credit Agreement, dated as of February 27, 2020, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.] [added: [(6) Employment Agreement between Tajinder Vohra] and [removed: PerkinElmer Health Sciences B.V.,] [added: PerkinElmer, Inc. dated] as [removed: Borrowers, Bank] of [removed: 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,] [added: January 29, 2018,] filed with the Commission on May [removed: 12, 2020] [added: 8, 2018] as Exhibit 10.1 to our quarterly report on Form 10-Q (File No. [removed: 001-5075)] [added: 001-05075)] and [removed: incorporated] herein [added: incorporated] by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179120000006/pki-04052020xex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179118000008/pki-04012018xex_101.htm)] | | | | | | | | | | | |
| [removed: 10.4*] [added: 10.3*] | | | | | | Employment Contracts: | | | | | | | | | | | |
| | | | | | | [(1) Amended and Restated Employment Agreement, dated as of August 21, [removed: 2019,](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) [between] [added: 2019, between] Dr. Prahlad R. Singh [removed: and](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) [PerkinElmer, Inc.](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm)[,] [added: and PerkinElmer, Inc.,] filed with [removed: the](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) [Commission] [added: the Commission] on August 21, 2019 as Exhibit 99.1 [removed: to](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) [our c](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm)[urrent](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) [r](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm)[eport] [added: to our current report] on Form 8-K (File No. 001-05075) and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519226118/d794085dex991.htm) | | | | | | | | | | | |
| | | | | | | [(2) Employment [removed: Agreement](http://www.sec.gov/Archives/edgar/data/31791/000119312508171757/dex101.htm) [between] [added: Agreement 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;](http://www.sec.gov/Archives/edgar/data/31791/000119312508171757/dex101.htm) | | | | | | | | | | | |
| [added: 10.6*] | | | | | | [removed: [(3) Form of Amendment](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm)[between](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm)[Joel S. Goldberg](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [and](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [PerkinElmer, Inc.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [dated as of](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [December 3, 2010](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm)[,](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm) [filed] [added: [First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed] with the Commission on March 1, 2011 as Exhibit [removed: 10.4(7)] [added: 10.9] to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex1047.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex109.htm)] | | | | | | | | | | | |
| [added: 10.5*] | | | | | | [removed: [(6) Employment Agreement between Tajinder Vohra and PerkinElmer, Inc. dated](http://www.sec.gov/Archives/edgar/data/31791/000003179118000008/pki-04012018xex_101.htm) [as of](http://www.sec.gov/Archives/edgar/data/31791/000003179118000008/pki-04012018xex_101.htm) [January 29, 2018,] [added: [PerkinElmer, Inc.'s 2008 Deferred Compensation Plan,] filed with the Commission on [removed: May 8, 2018] [added: December 12, 2008] as Exhibit 10.1 to our [removed: quarterly] [added: current] report on Form [removed: 10-Q] [added: 8-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179118000008/pki-04012018xex_101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312508252524/dex101.htm)] | | | | | | | | | | | |
| [removed: 10.5*] [added: 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.](http://www.sec.gov/Archives/edgar/data/31791/000119312514094761/d675998ddef14a.htm) | | | | | | | | | | | |
| [removed: 10.6*] [added: 10.9*] | | | | | | [PerkinElmer, [removed: Inc.'s 2008 Deferred Compensation Plan,] [added: Inc. Savings Plan Amended and Restated effective January 1, 2021,] filed with the Commission on [removed: December 12, 2008] [added: March 2, 2021] as Exhibit [removed: 10.1] [added: 10.16] to our [removed: current] [added: annual] report on Form [removed: 8-K] [added: 10-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312508252524/dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179121000003/a2020exhibit1016.htm)] | | | | | | | | | | | |
| 10.7* | | | | | | [removed: [First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan,] [added: [PerkinElmer, Inc. 1998 Employee Stock Purchase Plan as Amended and Restated on December 10, 2009,] filed with the Commission on March 1, [removed: 2011] [added: 2010] as Exhibit [removed: 10.9] [added: 10.15] to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex109.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312510044544/dex1015.htm)] | | | | | | | | | | | |
| [removed: 10.8*] [added: 10.10*] | | | | | | [PerkinElmer, [removed: Inc.'s Performance Unit Program Description,] [added: Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, as further amended,] filed with the Commission on February 26, [removed: 2009] [added: 2019] as Exhibit [removed: 10.10] [added: 10.26] to our annual report on Form 10-K [removed: (File] [added: (file] No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312509039117/dex1010.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179119000003/a2018exhibit1026.htm)] | | | | | | | | | | | |
| [removed: 10.9*] [added: 10.11*] | | | | | | [PerkinElmer, Inc. [removed: 1998 Employee Stock Purchase Plan as] Amended and Restated [removed: on December 10, 2009,] [added: Global Incentive Compensation Plan (Executive Officers) effective January 4, 2021,] filed with the Commission on [removed: March 1, 2010] [added: May 11, 2021] as Exhibit [removed: 10.15] [added: 10.5] to our [removed: annual] [added: quarterly] report on Form [removed: 10-K (File] [added: 10-Q (file] No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312510044544/dex1015.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179120000003/a2019exhibit1020.htm)] | | | | | | | | | | | |
| [removed: 10.10*] [added: 10.8*] | | | | | | [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.](http://www.sec.gov/Archives/edgar/data/31791/000119312509090128/dex103.htm) | | | | | | | | | | | |
| [removed: 10.11*] [added: 10.13*] | | | | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Agreement [removed: given by PerkinElmer, Inc.] [added: for grants] to [removed: its] non-employee directors [removed: for use] under the [removed: 2009] [added: 2019] Incentive Plan, filed with the Commission on April [removed: 28, 2009] [added: 24, 2019] as Exhibit [removed: 10.4] [added: 99.2] to our current report on Form 8-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312509090128/dex104.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex992.htm)] | | | | | | | | | | | |
| [removed: 10.12*] [added: 10.18*] | | | | | | [Form of [removed: 162(m)-compliant] Restricted Stock Agreement with single-trigger [added: vesting] acceleration [added: upon a change of control] for [removed: use] [added: grants to executive officers] under the [removed: 2009] [added: 2019] Incentive Plan, filed with the Commission on [removed: February 28, 2017] [added: April 24, 2019] as Exhibit [removed: 10.19] [added: 99.7] to our [removed: annual] [added: current] report on Form [removed: 10-K] [added: 8-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179117000003/a201610kexhibit1019-formof.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex997.htm)] | | | | | | | | | | | |
| [removed: 10.13*] [added: 10.19*] | | | | | | [Form of [removed: 162(m)-compliant] Restricted Stock Agreement with double-trigger [added: vesting] acceleration [added: following a change of control] for [removed: use] [added: grants to executive officers] under the [removed: 2009] [added: 2019] Incentive Plan, filed with the Commission on [removed: February 28, 2017] [added: April 24, 2019] as Exhibit [removed: 10.20] [added: 99.8] to our [removed: annual] [added: current] report on Form [removed: 10-K] [added: 8-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179117000003/a201610kexhibit1020-formof.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex998.htm)] | | | | | | | | | | | |
| 10.14* | | | | | | [Form of [removed: 162(m)-compliant] Restricted Stock Unit Agreement [added: (Performance-based vesting)] with single-trigger [added: vesting] acceleration [added: upon a change of control] for [removed: use] [added: grants to executive officers] under the [removed: 2009] [added: 2019] Incentive Plan, filed with the Commission on [removed: February 28, 2017] [added: April 24, 2019] as Exhibit [removed: 10.21] [added: 99.3] to our [removed: annual] [added: current] report on Form [removed: 10-K] [added: 8-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179117000003/a201610kexhibit1021-formof.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex993.htm)] | | | | | | | | | | | |
| 10.15* | | | | | | [Form of [removed: 162(m)-compliant] Restricted Stock Unit Agreement [added: (Performance-based vesting)] with double-trigger [added: vesting] acceleration [added: following a change of control] for [removed: use] [added: grants to executive officers] under the [removed: 2009] [added: 2019] Incentive Plan, filed with the Commission on [removed: February 28, 2017] [added: April 24, 2019] as Exhibit [removed: 10.22] [added: 99.4] to our [removed: annual] [added: current] report on Form [removed: 10-K] [added: 8-K] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179117000003/a201610kexhibit1022-formof.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex994.htm)] | | | | | | | | | | | |
| [removed: 10.16*] [added: 21] | | | | | | [removed: [PerkinElmer, Inc. Savings Plan Amended and Restated effective January 1, 2021,] [added: [Subsidiaries of PerkinElmer, Inc.,] attached hereto as Exhibit [removed: 10.16.](https://www.sec.gov/Archives/edgar/data/31791/000003179121000003/a2020exhibit1016.htm)] [added: 21.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit21.htm)] | | | | | | | | | | | |
| [removed: 10.17*] [added: 10.12*] | | | | | | [PerkinElmer, [removed: Inc. Employees Retirement Plan Amended and Restated effective January 1, 2012, as further amended,] [added: Inc.'s 2019 Incentive Plan,] filed with the Commission on [removed: February 26,] [added: March 13,] 2019 as [removed: Exhibit 10.26] [added: Appendix B] to our [removed: annual report] [added: definitive proxy statement] on [removed: Form 10-K (file] [added: Schedule 14A (File] No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179119000003/a2018exhibit1026.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519072708/d642037ddef14a.htm)] | | | | | | | | | | | |
| [removed: 10.18*] [added: 10.20*] | | | | | | [removed: [PerkinElmer, Inc. Amended and Restated Global] [added: [Form of Restricted Stock Unit Agreement (Time-based vesting) with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019] Incentive [removed: Compensation Plan (Executive Officers) effective December 30, 2019,] [added: Plan,] filed with the Commission on [removed: February 25,] [added: April 1,] 2020 as Exhibit [removed: 10.20] [added: 99.1] to our [removed: annual] [added: current] report on Form [removed: 10-K (file] [added: 8-K (File] No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179120000003/a2019exhibit1020.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312520094601/d907315dex992.htm)] | | | | | | | | | | | |
| [removed: 10.20*] [added: 10.21*] | | | | | | [Form of Restricted Stock Unit Agreement [added: (Time-based vesting) with double-trigger vesting acceleration upon a change of control] for grants to [removed: non-employee directors] [added: executive officers] under the 2019 Incentive Plan, filed with the Commission on April [removed: 24, 2019] [added: 1, 2020] as Exhibit 99.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex992.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312520094601/d907315dex992.htm)] | | | | | | | | | | | |
| [removed: 10.21*] [added: 10.16*] | | | | | | [Form of [removed: Restricted] Stock [removed: Unit] [added: Option] Agreement [removed: (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 [removed: 99.3] [added: 99.5] to our current report on Form 8-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex993.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex995.htm)] | | | | | | | | | | | |
| [removed: 10.22*] [added: 10.17*] | | | | | | [Form of [removed: Restricted] Stock [removed: Unit] [added: Option] Agreement [removed: (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 [removed: 99.4] [added: 99.6] to our current report on Form 8-K (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex994.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex996.htm)] | | | | | | | | | | | |
| [removed: 10.23*] [added: 10.24*] | | | | | | [Form of [added: Restricted] Stock [removed: 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 [removed: April 24, 2019] [added: May 11, 2021] as Exhibit [removed: 99.5] [added: 10.3] to our [removed: current] [added: quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex995.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179121000006/q1-2021exhibit103.htm)] | | | | | | | | | | | |
| [removed: 10.24*] [added: 10.25*] | | | | | | [Form of [added: Restricted] Stock [removed: Option] Agreement with double-trigger vesting acceleration [removed: following] [added: upon] a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on [removed: April 24, 2019] [added: May 11, 2021] as Exhibit [removed: 99.6] [added: 10.4] to our [removed: current] [added: quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex996.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179121000006/q1-2021exhibit104.htm)] | | | | | | | | | | | |
| [removed: 10.25*] [added: 10.22*] | | | | | | [Form of Restricted Stock [added: Unit] Agreement [added: (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 [removed: April 24, 2019] [added: May 11, 2021] as Exhibit [removed: 99.7] [added: 10.1] to our [removed: current] [added: quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex997.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179121000006/q1-2021exhibit101.htm)] | | | | | | | | | | | |
| [removed: 10.26*] [added: 10.23*] | | | | | | [Form of Restricted Stock [added: Unit] Agreement [added: (Performance-based vesting)] with double-trigger vesting acceleration [removed: following] [added: upon] a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on [removed: April 24, 2019] [added: May 11, 2021] as Exhibit [removed: 99.8] [added: 10.2] to our [removed: current] [added: quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-05075) and herein incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519117178/d737091dex998.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179121000006/q1-2021exhibit102.htm)] | | | | | | | | | | | |
| [removed: 21] [added: 4.2] | | | | | | [removed: [Subsidiaries] [added: [Description] of PerkinElmer, [removed: Inc.,] [added: Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,] attached hereto as Exhibit [removed: 21.](https://www.sec.gov/Archives/edgar/data/31791/000003179121000003/a2020exhibit21.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit42.htm)[.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit42.htm)] | | | | | | | | | | | |
| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit [removed: 23.](https://www.sec.gov/Archives/edgar/data/31791/000003179121000003/a2020exhibit23.htm)] [added: 23.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit23.htm)] | | | | | | | | | | | |
| 2.1(1) | | | | | | [Agreement and Plan of Merger, dated as of July 25, 2021, by and among PerkinElmer, Inc., Burton Acquisition I, Inc., Burton Acquisition II, Inc., BioLegend, Inc. and Gene Lay, solely in his capacity as the Stockholder Representative, filed with the Commission on July 27, 2021 as Exhibit 2.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312521225700/d205775dex21.htm) | | | | | | | | | | | |
| 4.7 | | | | | | [Sixth Supplemental Indenture, dated as of March 8, 2021, by and between the Company and U.S. Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on March 8, 2021 as Exhibit 4.2 to our current report on Form 8-K (File No. 001-05075)) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/0000031791/000119312521073195/d128642dex42.htm) | | | | | | | | | | | |
| | | | | | | [(8) Employment Agreement between Miriame Victor and PerkinElmer, Inc. dated as of January 1, 2022, attached hereto as Exhibit 10.3(8).](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit1038.htm) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
(1) The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.
Schedule II—Valuation and Qualifying Accounts
| 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, filed with the Commission on February 25, 2020 as Exhibit 10.2 to our annual report on Form 10-K (File No. 001-5075) and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179120000003/a2019exhibit102.htm) | | | | | | | | | | | |
| 10.19* | | | | | | [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.](http://www.sec.gov/Archives/edgar/data/31791/000119312519072708/d642037ddef14a.htm) | | | | | | | | | | | |
| 10.27* | | | | | | [Form of Restricted Stock Unit Agreement (Time-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 1, 2020 as Exhibit 99.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312520094601/d907315dex992.htm) | | | | | | | | | | | |
| 10.28* | | | | | | [Form of Restricted Stock Unit Agreement (Time-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 1, 2020 as Exhibit 99.2 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312520094601/d907315dex992.htm) | | | | | | | | | | | |
____________________________
SCHEDULE II
PERKINELMER, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended January 3, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 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 | | |
| Year ended January 3, 2021 | | | | | | 35,232 | | | | | | 16,695 | | | | | | (5,857) | | | | | | 1,524 | | | | | | 47,594 | | |
(1)Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.
An excerpt. Shown here: 40 of 44 rewritten, all 6 added and all 19 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
12 rewritten, 1 added, 0 removed, 41 unchanged
| By: | | | /s/ PRAHLAD SINGH, PhD | | | | | | President and Chief Executive Officer | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /S/ JAMES M. MOCK | | | | | | Sr. Vice President and | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /S/ ANDREW OKUN | | | | | | Vice President, | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ PRAHLAD SINGH, PhD | | | | | | President, Chief Executive Officer and | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ ANDREW OKUN | | | | | | Vice President, Chief Accounting Officer | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ PETER BARRETT, PhD | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ SAMUEL R. CHAPIN | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ SYLVIE GRÉGOIRE, PharmD | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ ALEXIS P. MICHAS | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s MICHEL VOUNATSOS | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ FRANK WITNEY, PhD | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ PASCALE WITZ | | | | | | Director | | | | | | March [removed: 2, 2021] [added: 3, 2022] | | |
| By: | | | /s/ JAMES M. MOCK | | | | | | Sr. Vice President and | | | | | | March 3, 2022 | | |