Revvity (RVTY) 10-K risk factor changes: FY2022 vs FY2021
The 2023-01-01 10-K against the 2022-01-02 one, compared heading by heading and sentence by sentence.
Item 1A35 rewritten10 added15 removed207 unchanged
All filing items801 rewritten761 added607 removed1,849 unchanged
Summary
counted, not written
- Item 1A lists 24 risk factor headings: 0 new, 4 reworded and 20 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 761 added, 607 removed, 801 rewritten and 1,849 unchanged across 18 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2021.
Removed Item 1A headings (1)
- The United Kingdom's withdrawal from the European Union could adversely impact our results of operations.
Reworded Item 1A headings (4)
- The pandemic caused by
[removed: coronavirus disease 2019 (“COVID-19”) is having,][added: COVID-19 has had,] and may continue to have, a negative effect on the demand for certain of our products and our global operations including our manufacturing capabilities, logistics and supply chain that may materially and adversely impact our business, financial conditions, results of operations and cash flows. - Our growth [added: and profitability] is subject to global economic and political conditions, and operational disruptions at our facilities.
- We may not be able to successfully execute acquisitions or divestitures, [added: such as the divestiture of the Analytical, Food and Enterprise Services businesses,] license technologies, integrate acquired businesses or licensed technologies into our existing businesses, or make acquired businesses or licensed technologies profitable.
[removed: Discontinuation, reform,][added: Discontinuation] or replacement of LIBOR may adversely affect our variable rate debt.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
35 rewritten, 10 added, 15 removed, 207 unchanged
[removed: Our quarterly revenue and results] of operations are highly dependent on the volume and timing of orders received during the quarter.
The pandemic caused by [removed: coronavirus disease 2019 (“COVID-19”) is having,] [added: COVID-19 has had,] and may continue to have, a negative effect on the demand for certain of our products and our global operations including our manufacturing capabilities, logistics and supply chain that may materially and adversely impact our business, financial conditions, results of operations and cash flows.
The global impact of COVID-19 [removed: has] resulted in an adverse impact on our operations, supply chains and distribution systems, [removed: as] [added: due to] significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, [added: and] travel restrictions and/or [removed: bans, have been implemented, and in some areas relaxed, and then implemented again.][added: bans.]
We have experienced significant reductions in demand for certain of our products 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 materials or components; workforce absenteeism and distraction; labor shortages including those resulting from unwillingness to comply with vaccination or other requirements; customer credit concerns; cybersecurity [added: 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.]
[removed: However,] [added: Substantial uncertainty remains regarding the further development of the COVID-19 pandemic, 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, and may also have a material adverse impact on our overall financial condition, results of operations and cash flows.
Our Diagnostics segment [removed: has] experienced an increase in revenue resulting from increased demand for our immunodiagnostics and applied genomics COVID-19 product offerings [added: during fiscal years 2020 and 2021,] as well as from the COVID-19 testing laboratory facilities we [removed: have] developed [removed: with] [added: to service] the State of California and the United Kingdom.
[removed: We expect] [added: As a result of these closures, and the general reduction in COVID-19 testing spending by our customers, the] demand for these products and services [added: declined in fiscal year 2022 and we expect it will continue] to decline [removed: during 2022,] [added: in fiscal year 2023,] with revenue [removed: and valuation of our inventory] largely contingent upon consumer demand for COVID-19 testing as well as our ability to [removed: develop and] [added: develop,] produce [removed: COVID-19 products] and [removed: successfully staff and manage the laboratories.][added: market COVID-19 products.]
Our growth [added: and profitability] is subject to global economic and political conditions, and operational disruptions at our facilities.
Political changes, including war or other conflicts, [added: such as the current conflict in Ukraine,] some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.
We may not be able to successfully execute acquisitions or divestitures, [added: such as the divestiture of the Analytical, Food and Enterprise Services businesses,] license technologies, integrate acquired businesses or licensed technologies into our existing businesses, or make acquired businesses or licensed technologies profitable.
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 [removed: lines, such as our recent acquisition of BioLegend, Inc. However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, such as:][added: lines.]
We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations, such as incompatible management, information or other systems, cultural differences, loss of key personnel, unforeseen [removed: regulatory requirements, previously undisclosed liabilities or difficulties in predicting financial results.]
Additionally, if we are not successful in selling businesses we seek to divest, [added: such as our recent agreement to divest our Analytical, Food and Enterprise Service businesses to New Mountain Capital L.L.C.,] the activity of such businesses may dilute our earnings and we may not be able to achieve the expected benefits of such divestitures.
- changes in the level of economic activity in regions in which we do business, including as a result of [added: the] COVID-19 [added: pandemic] and other global health crises or pandemics,
- costs of raw materials, labor, [removed: energy or] [added: energy,] supplies, [added: transportation or other indirect costs,]
If one or more of the package delivery or import/export providers experiences a significant disruption in services or institutes a significant price increase, [removed: including a service disruption as a result of the COVID-19 pandemic,] we may have to seek alternative providers and the delivery of our products could be prevented or delayed.
In addition, a global health crisis or pandemic such as the COVID-19 [removed: pandemic] [added: pandemic, wars, conflicts, or other changes in a country’s or region’s political or economic conditions,] could have a significant adverse effect on our supply chain.
If we experience a significant disruption in, or breach in security of, our information technology systems or those of our customers, suppliers or other third parties, or cybercrime, resulting in inappropriate access to or inadvertent transfer [removed: of information or assets, or if we fail to implement new systems, software and technologies successfully, our business could be adversely affected.][added: of]
As of January [removed: 2, 2022,] [added: 1, 2023,] our total assets included [removed: $11.5] [added: $9.9] billion of net intangible assets.
Similarly, applications to register our trademarks may not be granted in all countries in which they are [added: filed.]
[removed: In addition, rights] granted under the license could be lost for reasons out of our control.
We develop, configure and market our [added: 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: 2021.][added: 2022.]
- trade protection measures including embargoes, sanctions and tariffs, such as the sanctions [removed: recently] [added: and other restrictions] implemented by the [removed: U.S.] [added: United States] and other governments on the Russian Federation and related [removed: parties,] [added: parties in connection with] the [removed: extent and impact of which have yet to be fully determined,][added: conflict in Ukraine,]
- increasing our foreign currency risk as a portion of our debt obligations are in denominations other than the [removed: US] [added: U.S.] dollar; and
Our senior unsecured revolving credit facility, [removed: unsecured term loan credit facility,] senior unsecured notes due in 2023 [removed: ("2023 Notes"),] [added: (“2023 Notes”),] senior unsecured notes due in 2024 [removed: ("2024 Notes"),] [added: (“2024 Notes”),] senior unsecured notes due in 2026 [removed: ("2026 Notes"),] [added: (“2026 Notes”),] senior unsecured notes due in 2028 [removed: ("2028 Notes"),] [added: (“2028 Notes”),] senior unsecured notes due in 2029 [removed: ("2029 Notes"),] [added: (“2029 Notes”),] senior unsecured notes due in 2031 [removed: ("March] [added: (“March] 2031 [removed: Notes"),] [added: Notes”),] senior unsecured notes due in 2031 [removed: ("September] [added: (“September] 2031 [removed: Notes")] [added: Notes”)] and senior unsecured notes due in 2051 [removed: ("2051 Notes")] [added: (“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, [removed: unsecured term loan credit facility,] the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2029 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.
[removed: Discontinuation, reform,] [added: Discontinuation] or replacement of LIBOR may adversely affect our variable rate debt.
Our indebtedness under our senior unsecured revolving credit facility [removed: and unsecured term loan credit facility bear] [added: bears] interest at fluctuating interest rates, primarily based on the London Interbank Offered Rate (“LIBOR”) for deposits of U.S. dollars.
[removed: If LIBOR is discontinued, reformed or replaced, we expect that] [added: No later than June 30, 2023,] our indebtedness under our senior unsecured revolving credit facility [removed: and unsecured term loan credit facility] will be indexed to a replacement benchmark based on [removed: SOFR.][added: SOFR in accordance with the terms of that facility.]
[removed: Any such] [added: This] change could cause the effective interest rate under our senior unsecured revolving credit facility and [removed: 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, inflation, [added: freight costs,] commodity and equity prices and the value of financial assets, and
- changes to economic conditions arising from global health crises such as the COVID-19 [removed: pandemic.][added: pandemic or from wars or conflicts.]
On October [removed: 27, 2021,] [added: 26, 2022,] we announced that our Board of Directors (our [removed: "Board")] [added: “Board”)] had declared a quarterly dividend of $0.07 per share for the fourth quarter of fiscal year [removed: 2021] [added: 2022] that was paid in February [removed: 2022.][added: 2023.]
On January [removed: 27, 2022,] [added: 26, 2023,] we announced that our Board had declared a quarterly dividend of $0.07 per share for the first quarter of fiscal year [removed: 2022] [added: 2023] that will be payable in May [removed: 2022.][added: 2023.]
Our quarterly revenue and results
The laboratory in the United Kingdom closed earlier in 2022 and the laboratory in the State of California closed in the second quarter of 2022.
However, we may be unable to identify or complete promising acquisitions or license transactions for many reasons, such as:
regulatory requirements, previously undisclosed liabilities or difficulties in predicting financial results.
Divestitures could involve difficulties in the separation of operations, services, products and personnel, the diversion of management’s attention, the disruption of our business and the potential loss of key employees.
The transaction may be subject to the satisfaction of pre-closing conditions, including obtaining necessary regulatory and government approvals as well as establishing operational segregations, which, if not satisfied or obtained, may prevent us from completing the transaction.
Divestitures may also involve continued financial involvement in or liability with respect to the divested assets and businesses, such as indemnities or other financial obligations, in which the performance of the divested assets or businesses could impact our results of operations.
Our ability to provide transition services and support to assist the buyer in the transition to certain functions, including, but not limited to, information technology, accounting and human resources, for a certain period of time may cause us to incur unanticipated costs and liabilities and could adversely affect our financial condition and results of operations.
information or assets, or if we fail to implement new systems, software and technologies successfully, our business could be adversely affected.
In addition, rights
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
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 pandemic, and the extent to which mitigation measures will be effective, preclude any prediction as to its ultimate impact.
As a result, our financial results may differ from our forecasts or the expectations of the investment community in a given quarter or over the long term.
filed.
products to meet customer needs created by these regulations.
The United Kingdom's withdrawal from the European Union could adversely impact our results of operations.
Nearly 10% of our net sales from continuing operations in fiscal year 2021 came from the United Kingdom.
Following the referendum vote in the United Kingdom in June 2016 in favor of leaving the European Union, on January 31, 2020, the country formally withdrew from the European Union (commonly referred to as “Brexit”) and, on December 24, 2020, the United Kingdom and the European Union entered into a Trade and Cooperation Agreement to govern the relationship between the United Kingdom and the European Union following Brexit.
The potential effects of Brexit remain uncertain.
Brexit has caused, and may continue to create, volatility in global stock markets and regional and global economic uncertainty particularly in the United Kingdom financial and banking markets.
Weakening of economic conditions or economic uncertainties tend to harm our business, and if such conditions worsen in the United Kingdom or in the rest of Europe, it may have a material adverse effect on our operations and sales.
Any significant weakening of the Great Britain Pound to the U.S. dollar will have an adverse impact on our European revenues due to the importance of our sales in the United Kingdom.
Currency exchange rates in the pound sterling and the euro with respect to each other and the U.S. dollar have already been adversely affected by Brexit and that may continue to be the case.
It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
124 rewritten, 159 added, 39 removed, 159 unchanged
Each of the fiscal years ended January [removed: 2, 2022 ("fiscal] [added: 1, 2023 (“fiscal] year [removed: 2021")] [added: 2022”)] and [removed: December 29, 2019 ("fiscal] [added: January 2, 2022 (“fiscal] year [removed: 2019")] [added: 2021”)] included 52 weeks.
The fiscal year ending [removed: January 1,] [added: December 31,] 2023 [removed: ("fiscal] [added: (“fiscal] year [removed: 2022")] [added: 2023”)] will include 52 weeks.
Overview of Fiscal Year [removed: 2021][added: 2022]
During fiscal year [removed: 2021,] [added: 2022,] 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: 2021 increased $1,284.4] [added: 2022 decreased by $516.0] million, or [removed: 34%,] [added: 13%,] as compared to fiscal year [removed: 2020,] [added: 2021,] reflecting [removed: an increase] [added: a decrease] of [removed: $865.0] [added: $913.0] million, or [removed: 42%,] [added: 31%,] in our Diagnostics segment [removed: revenue and] [added: revenue, partially offset by] an increase of [removed: $419.4] [added: $395.2] million, or [removed: 24%,] [added: 44%,] in our Discovery & Analytical Solutions segment revenue.
Revenue from our 2021 acquisitions contributed [removed: $219.7] [added: $366.9] million to [removed: the increase in] our overall revenue during fiscal year [removed: 2021.][added: 2022.]
The increase in our Diagnostics segment revenue during fiscal year 2021 was primarily driven by increased demand for our COVID-19 product offerings resulting in an increase of [removed: $749.0] [added: $748.0] million in our immunodiagnostics revenue.
Our Diagnostics segment revenue also increased during fiscal year 2021 due to growth in our core product offerings resulting in an increase of [removed: $61.9] [added: $58.0] million in our reproductive health revenue and an increase of [removed: $54.2] [added: $59.0] million in our applied genomics revenue.
Revenue from our 2021 acquisitions contributed [removed: $95.5] [added: $58.1] million to [removed: the increase in] our Diagnostics segment revenue during fiscal year [removed: 2021.][added: 2022.]
The increase in our Discovery & Analytical Solutions segment revenue during fiscal year [removed: 2021] [added: 2022] was driven by an increase of [removed: $305.1] [added: $395.2] million in our life sciences market [removed: revenue and an increase of $114.3 million in our applied markets] revenue.
Revenue from our 2021 acquisitions contributed [removed: $124.3] [added: $308.7] million to the increase in our Discovery & Analytical Solutions segment revenue during fiscal year [removed: 2021.][added: 2022.]
In our Discovery & Analytical Solutions segment, the increase in our life sciences market revenue was the result of an increase in revenue in our pharmaceutical and biotechnology [removed: markets, as well as an increase in revenue from our Informatics business.][added: markets across all regions.]
Our consolidated gross margins [removed: increased 49] [added: decreased 350] basis points in fiscal year [removed: 2021,] [added: 2022,] as compared to fiscal year [removed: 2020,] [added: 2021,] primarily due to [removed: higher sales volume,] [added: increased amortization of acquired intangible assets and lower revenue from our COVID-19 product offerings, partially offset by] a favorable shift in product mix and [removed: continued productivity initiatives to improve our supply chain, partially offset by increased amortization expense.][added: service productivity.]
[removed: Our consolidated] [added: Segment] operating margin increased [removed: 42] [added: 970] basis points in fiscal year 2021, as compared to fiscal year 2020, primarily due to higher sales [removed: volume leverage and increased sales of our COVID-19 products offerings, which were] [added: volume,] partially offset by [removed: increased amortization of intangible assets,] investments in new product development and growth initiatives.
Revenue for fiscal year 2021 was [removed: $5.1] [added: $3.8] billion, as compared to [removed: $3.8] [added: $2.7] billion for fiscal year 2020, an increase of [removed: $1.3] [added: $1.2] billion, or [removed: 34%,] [added: 44%,] which includes an approximate [removed: 8%] [added: 11%] increase in revenue attributable to [removed: acquisitions and divestitures,] [added: acquisitions,] and a 1% increase in revenue attributable to favorable changes in foreign exchange rates.
The total increase in revenue reflects an increase in our Diagnostics segment revenue of $865.0 million, or 42%, due to increased demand for our COVID-19 product offerings resulting in an increase of [removed: $749.0] [added: $748.0] million in our immunodiagnostics revenue.
Our Discovery & Analytical Solutions segment revenue increased by [removed: $419.4] [added: $395.2] million, or [removed: 24%,] [added: 44%,] due to [removed: an] increase [removed: of $305.1 million from] [added: in revenue in] our life sciences [removed: market revenue] [added: market, particularly in the pharmaceutical] and [removed: an increase of $114.3 million from our applied markets revenue.][added: biotechnology markets.]
As a result of adjustments to deferred revenue related to certain acquisitions required by business combination rules, we did not recognize $0.8 million [removed: of revenue primarily related to our Diagnostics segment for each of fiscal years 2021] and [removed: 2020 and $1.8 million and $0.3] [added: $2.6] million of revenue [removed: primarily related to our Discovery & Analytical Solutions segment in] [added: for] fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021, respectively,] that otherwise would have been recorded by the acquired businesses during each of the respective periods.
Cost of revenue for fiscal year 2021 was [removed: $2.2] [added: $1.4] billion, as compared to [removed: $1.7 billion] [added: $933.1 million] for fiscal year 2020, an increase of approximately [removed: $543.0] [added: $460.8] million, or [removed: 32%.][added: 49%.]
As a percentage of revenue, cost of revenue [removed: decreased] [added: increased] to [removed: 43.7%] [added: 36%] in fiscal year 2021 from [removed: 44.2%] [added: 35%] in fiscal year 2020, resulting in [removed: an increase] [added: a decrease] in gross margin of approximately [removed: 49] [added: 138] basis points to [removed: 56.3%] [added: 64%] in fiscal year 2021 from [removed: 55.8%] [added: 65%] in fiscal year 2020.
Amortization of intangible assets increased and was [removed: $115.1] [added: $100.7] million for fiscal year 2021, as compared to [removed: $65.3] [added: $51.4] million for fiscal year 2020.
Amortization of intangible assets from our 2021 acquisitions amounted to $34.0 [removed: million.][added: million for fiscal year 2021.]
The amortization of purchase accounting adjustments to record the inventory from certain acquisitions added an incremental expense of $35.2 million for fiscal year 2021, as compared to [removed: $2.8] [added: $1.8] million for fiscal year 2020.
Other purchase accounting adjustments added an incremental expense of $1.8 million [removed: for] [added: in] 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.
Selling, general and administrative expenses for fiscal year 2021 were [removed: $1,227.5] [added: $975.2] million, as compared to [removed: $917.9] [added: $716.5] million for fiscal year 2020, an increase of approximately [removed: $309.6] [added: $258.7] million, or [removed: 33.7%.][added: 36%.]
As a percentage of revenue, selling, general and administrative expenses decreased to [removed: 24.2%] [added: 25%] in fiscal year 2021 from [removed: 24.3%] [added: 27%] in fiscal year 2020.
Amortization of intangible assets increased to [removed: $175.1] [added: $155.9] million for fiscal year 2021, as compared to [removed: $127.3] [added: $109.6] million for fiscal year 2020.
Amortization of intangible assets from our 2021 acquisitions amounted to $37.2 [removed: million.][added: million for fiscal year 2021.]
Acquisition and divestiture-related expenses added an incremental expense of [removed: $83.4] [added: $59.7] million for fiscal year 2021, of which $3.9 million was acquisition-related stock compensation, as compared to acquisition and divestiture-related expenses increasing expenses by [removed: $8.7] [added: $4.3] million for fiscal year 2020.
Purchase accounting adjustments added an incremental expense of [removed: $3.2] [added: $2.9] million for fiscal year 2021, of which [removed: $3.1] [added: $2.8] million was change in contingent consideration and $0.1 million was increased depreciation on property, plant and equipment, as compared to purchase accounting adjustments [removed: decreasing] [added: increasing] expenses by [removed: $8.8] [added: $3.5] million for fiscal year 2020, which was attributable to change in contingent consideration.
Legal costs for significant litigation matters and [removed: settlements were $0.1 million for fiscal year 2021, as compared to $7.1] [added: settlements, net of reversals, decreased expenses by $0.6] million for fiscal year [removed: 2020.][added: 2022.]
Research and development expenses for fiscal year 2021 were [removed: $275.0] [added: $200.3] million, as compared to [removed: $205.4] [added: $146.4] million for fiscal year 2020, an increase of [removed: $69.6] [added: $53.9] million, or [removed: 33.9%.][added: 36.8%.]
Research and development expenses from our 2021 acquisitions were [removed: $25.4][added: $24.0 million.]
As a percentage of revenue, research and development expenses [added: decreased and] were [removed: flat at 5.4% in each of] [added: 5.2% for] fiscal [removed: years 2021 and] [added: year 2021, as compared to 5.5% for fiscal year] 2020.
[removed: *Restructuring] [added: *Interest] and Other [removed: Costs,] [added: Expense,] Net*
[removed: Restructuring and other costs, net were $16.4 million] [added: Capital expenditures] for fiscal year 2021 [added: were $86.0 million, primarily for manufacturing equipment and other capital equipment purchases,] as compared to [removed: $8.0] [added: $63.6] million for fiscal year 2020.
| Other components of net periodic pension (credit) cost | | | [removed: (39,767)] [added: (37,385)] | | | | | | [removed: 18,833] [added: 13,819] | | | | | | | | | | | | | | |
| Other expense, net | | | [removed: 3,357] [added: 7,900] | | | | | | [removed: 4,717] [added: 3,358] | | | | | | | | | | | | | | |
| Total interest and other expense, net | | | $ | [removed: 52,492] [added: 90,862] | | | | | $ | [removed: 72,217] [added: 54,875] | | | | | | | | | | | | | |
The decrease of [removed: $19.7] [added: $12.3] 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 [removed: $39.8] [added: $37.4] million in fiscal year 2021 as compared to a net pension cost of [removed: $18.8] [added: $13.8] 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 decrease in our Diagnostics segment revenue during fiscal year 2022 was primarily driven by decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings resulting in a decrease of $689.0 million in our immunodiagnostics revenue and a decrease of $225.8 million in our applied genomics revenue.
In our Diagnostics segment, we experienced a global decline in demand for our COVID-19 product offerings due to the cancellation of our service contracts for the State of California and the United Kingdom, and lower COVID-19 testing volumes compared to fiscal year 2021.
We saw strong growth in our core immunodiagnostics business in the Americas and Europe, partially offset by the impact of extensive shutdowns in China.
Instruments, reagents and software experienced strong growth and we saw a positive impact from pricing actions we took in early 2022.
Our consolidated operating margin decreased 1,045 basis points in fiscal year 2022, as compared to fiscal year 2021, primarily due to lower revenue from our COVID-19 product offerings, increased costs related to amortization of acquired intangible assets, and investments in new product development and growth initiatives.
During fiscal year 2022, supply chain disruptions and inflation did not materially impact our results of operations as compared to fiscal year 2021 as the effects of our initiatives to reduce transportation costs more than offset the impact of inflation on our raw materials purchases.
During fiscal year 2022, supply chain disruptions and inflation increased our cost of goods sold by less than $10.0 million as compared to fiscal year 2021.
Revenue for fiscal year 2022 was $3.3 billion, as compared to $3.8 billion for fiscal year 2021, a decrease of $0.5 billion, or 13%, which includes an approximate 4% decrease in revenue attributable to unfavorable changes in foreign exchange rates, partially offset by an approximate 9% increase in revenue attributable to acquisitions.
Revenue from our 2021 acquisitions contributed $366.9 million to our overall revenue during fiscal year 2022.
The decrease in total revenue reflects a decrease in our Diagnostics segment revenue of $913.0 million, or 31%, due to decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings resulting in a decrease of $689.0 million in our immunodiagnostics revenue and a decrease of $225.8 million in our applied genomics revenue.
Cost of revenue for fiscal year 2022 was $1.3 billion, as compared to $1.4 billion for fiscal year 2021, a decrease of approximately $71.8 million, or 5%.
As a percentage of revenue, cost of revenue increased to 40% in fiscal year 2022 from 36% in fiscal year 2021, resulting in a decrease in gross margin of approximately 350 basis points to 60% in fiscal year 2022 from 64% in fiscal year 2021.
Other purchase accounting adjustments added an incremental expense of $6.2 million for fiscal year 2022, of which $5.6 million was acquisition-related stock compensation and $0.6 million was increased depreciation on property, plant and equipment.
The overall decrease in gross margin was partially offset by a favorable shift in product mix, pricing actions and service productivity.
Selling, general and administrative expenses for fiscal year 2022 were $1,025.5 million, as compared to $975.2 million for fiscal year 2021, an increase of approximately $50.3 million, or 5%.
As a percentage of revenue, selling, general and administrative expenses increased to 31% in fiscal year 2022 from 25% in fiscal year 2021.
Purchase accounting adjustments decreased expenses by $1.2 million for fiscal year 2022, resulting from a $1.4 million change in contingent consideration, partially offset by $0.2 million in increased depreciation on property, plant and equipment, as compared to purchase accounting adjustments increasing expenses by $2.9 million for fiscal year 2021, which was attributable to change in contingent consideration.
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, innovation, and recent acquisitions.
Research and development expenses for fiscal year 2022 were $221.6 million, as compared to $200.3 million for fiscal year 2021, an increase of $21.3 million, or 11%.
As a percentage of revenue, research and development expenses increased to 7% in fiscal year 2022 from 5% in fiscal year 2021.
Stock compensation related to our acquisitions added an incremental expense of $5.4 million in fiscal year 2022, as compared to $1.4 million for fiscal year 2021.
Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.2 million in fiscal year 2022, as compared to $0.1 million for fiscal year 2021.
Excluding the factors above, the net increase in research and development
expenses was due to timing of investments in new non-COVID-19 product development, partially offset by a decrease in COVID-19 related research and development expenses.
| | | | January 1, 2023 | | | | | | January 2, 2022 | | | | | | | | | | | | | | |
| Interest income | | | $ | (3,589) | | | | | $ | (2,241) | | | | | | | | | | | | | |
| Interest expense including costs of bridge financing | | | 103,955 | | | | | | 102,128 | | | | | | | | | | | | | | |
| Change in fair value of financial securities | | | 15,754 | | | | | | (10,985) | | | | | | | | | | | | | | |
| Other components of net periodic pension credit | | | (33,158) | | | | | | (37,385) | | | | | | | | | | | | | | |
The increase of $36.0 million in interest and other expense, net, in fiscal year 2022 as compared to fiscal year 2021 was largely due to a change in fair value of financial securities of $15.8 million in fiscal year 2022 as compared to $(11.0) million in fiscal year 2021, an increase of $1.8 million in interest expense and $4.5 million in other expense, net in fiscal year 2022 and a lower net pension credit of $33.2 million in fiscal year 2022 as compared to $37.4 million in fiscal year 2021.
The effective tax rates on continuing operations were 21.3% and 26.1% for fiscal years 2022 and 2021, respectively.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | January 1, 2023 | | | | | | January 2, 2022 | | | | | |
| | | | (In thousands) | | | | | | | | | | | |
| Tax at statutory rate | | | $ | 136,886 | | | | | $ | 252,752 | | | | |
| Rate change on long term intangibles | | | — | | | | | | 14,031 | | | | | |
| Effect of foreign repatriations | | | (4,940) | | | | | | 37,147 | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
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.
We also experienced strong growth in our immunodiagnostics and applied genomics core product and service offerings across all regions.
The increase in our applied markets revenue was driven by increased demand from our industrial, environmental and food markets.
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
In addition to the factors noted above, the overall increase in gross margin was primarily the result of higher sales volume, a favorable shift in product mix and continued productivity initiatives to improve our supply chain, partially offset by increased amortization expense.
million.
We have undertaken a series of restructuring actions related to the impact of acquisitions and divestitures, the alignment of our operations with our growth strategy and the integration of our business units and productivity initiatives.
We implemented restructuring plans in fiscal years 2021 and 2020, consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives and integrate new acquisitions.
We have also terminated various contractual commitments in connection with certain disposal activities and 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.
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.
| Tax at statutory rate | | | $ | 268,776 | | | | | $ | 190,339 | | | | | | | |
| Others, net | | | 4,787 | | | | | | (4,753) | | | | | | | | |
| Total | | | $ | 336,603 | | | | | $ | 178,266 | | | | | | | |
The tax holiday for one of our subsidiaries in Singapore is scheduled to expire in fiscal year 2023.
For a discussion of our results of operations for fiscal year 2020 as compared to fiscal year 2019, see Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended January 3, 2021 filed with the Securities and Exchange Commission on March 2, 2021.
The acquired businesses include Horizon Discovery Group plc (“Horizon”), a company based in Cambridge, UK with approximately 400 employees, which was acquired on December 23, 2020 for a total consideration of $399.8 million (£296.0 million), and three other businesses which were acquired for a total consideration of $39.1 million.
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 for each of fiscal years 2021 and 2020 that otherwise would have been recorded by the acquired businesses during each of the respective periods.
Restructuring and other costs, net increased and were $5.1 million for fiscal year 2021 as compared to $4.3 million for fiscal year 2020.
Acquisition and divestiture-related expenses, contingent consideration and other costs added an incremental expense of $15.9 million in fiscal year 2021, as compared to an incremental expense of $5.0 million for fiscal year 2020.
The amortization of purchase accounting adjustments to record the inventory from certain acquisitions added an incremental expense of $11.4 million in fiscal year 2021, as compared to $1.5 million for fiscal year 2020.
Legal costs for significant litigation matters and settlements were $0.1 million for fiscal year 2021, as compared to $1.2 million for fiscal year 2020.
Excluding the factors noted above, operating income increased during fiscal year 2021, as compared to fiscal year 2020, primarily as a result of higher sales volume and favorable product mix, partially offset by increased investments in new product development and growth initiatives.
aggregating to $363.1 million, including depreciation and amortization of $358.0 million, and a net cash increase in working capital of $104.4 million.
During fiscal year 2021, proceeds from the sale of unsecured senior notes were $3,086.1 million, our proceeds from debt borrowings totaled $1,400.3 million and proceeds from a term loan were $500.0 million.
These were partially offset by payments on borrowings of $1,559.1 million, payments of senior unsecured notes of $339.6 million and debt issuance costs of $31.0 million during fiscal year 2021.
This compares to debt borrowings of $714.7 million, which were more than offset by debt payments of $897.7 million during fiscal year 2021.
During fiscal year 2021, we repurchased 433,000 shares of common stock under the Repurchase Program and 71,248 shares of our 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, for a total cost of $73.1 million.
This compares to repurchases of 72,251 shares of our common stock pursuant to our equity incentive plans in fiscal year 2020, for a total cost of $6.9 million.
Prior to enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), we did not provide deferred income tax expense on the cumulative undistributed earnings of our international subsidiaries.
At December 31, 2017, we accrued for a one-time transition tax expense of $85.0 million on our unremitted foreign earnings in accordance with the Tax Act.
The U.S. Treasury subsequently issued regulations on the Tax Act and we recorded tax expense (benefit) of $2.7 million and $(4.6) million during fiscal years 2019 and 2018, respectively.
We continue to make our scheduled tax payments associated with this one-time transition tax expense accrual.
We intend to begin repatriating such earnings to the U.S., in whole or in part, during fiscal year 2022.
No additional income tax expense has been provided for any remaining undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested.
Increases in credit spreads, as well as limitations on the
At January 2, 2022, the operating performance of our Tulip reporting unit exceeded the original forecast and the forecast for this reporting unit no longer indicates any sensitivity that would lead to a material impairment charge.
It is difficult to reliably calculate and predict whether there will be a mark-to-market adjustment in fiscal year 2022.
| | | | \-0.25 | | | | | | 13,639 | | | | | | 7,773 | | |
An excerpt. Shown here: 40 of 124 rewritten, 40 of 159 added and all 39 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 FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
17 rewritten, 2 added, 27 removed, 39 unchanged
We believe we had no significant concentrations of credit risk as of January [removed: 2, 2022.][added: 1, 2023.]
We held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling [added: $476.9 million at January 1, 2023,] $371.9 million at January 2, 2022, [added: and] $808.0 million at January 3, 2021, and [removed: $277.6 million at December 29, 2019, 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]
In addition, in connection with certain intercompany loan agreements utilized to finance [removed: its] [added: our] acquisitions and stock repurchase program, we [removed: enters] [added: enter] 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 U.S. Dollar notional amounts of $360.2 million as of January 2, [removed: 2022, combined Euro notional amounts of €33.4 million and combined U.S. Dollar notional amounts of $499.0 million as of January 3, 2021, and combined Euro notional amounts of €105.8 million and combined U.S. Dollar notional amounts of $5.6 million as of December 29, 2019.][added: 2022.]
During fiscal year 2018, we designated a portion of the 2026 Notes to hedge [removed: its] [added: our] investments in certain foreign subsidiaries.
Unrealized translation adjustments from a portion of the 2026 Notes were included in the foreign currency translation component of [removed: AOCI,] [added: accumulated other comprehensive income (“AOCI”),] which offsets translation adjustments on the underlying net assets of foreign subsidiaries.
[removed: 2022,] [added: As of January 1, 2023,] 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 (gains) losses recorded in AOCI related to the net investment hedge were [removed: $(33.2)] [added: $(34.5)] million, [removed: $49.6] [added: $33.2] million and [removed: $4.9] [added: $49.6] million during the fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
*Foreign Exchange Risk.* The potential change in foreign currency exchange rates offers a substantial risk to us, as approximately [removed: 60%] [added: 55%] of our business is conducted outside of the United States, generally in foreign currencies.
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 [added: United States, material sourcing and other spending which occur in countries outside the United States, resulting in natural hedges.]
As of January [removed: 2, 2022,] [added: 1, 2023,] 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: $31,500.][added: $3.1 million.]
Specifically, during each of the four quarters ended in fiscal year [removed: 2021,] [added: 2022,] the Value-At-Risk ranged between [removed: $0.1] [added: $1.3] million and [removed: $0.4] [added: $3.1] million, with an average of approximately [removed: $0.3] [added: $2.1] million.
*Interest Rate Risk.* As of January [removed: 2, 2022,] [added: 1, 2023,] we had [removed: $500.0 million in] [added: no] outstanding borrowings under our senior unsecured revolving credit [removed: and term loan facilities.][added: facility.]
Amounts drawn under our senior unsecured revolving credit [removed: and term loan facilities] [added: facility] bear interest at variable rates; all of our other debt bear interest at fixed rates.
Our cash and cash [removed: equivalents,] [added: equivalents from continuing operations,] for which we receive interest at variable rates, were [removed: $618.3] [added: $454.4] million at January [removed: 2, 2022.][added: 1, 2023.]
(i) Changes in interest rates can cause our [added: interest expense and] cash flows to [removed: fluctuate.][added: fluctuate to the extent we have borrowing outstanding on our revolving credit facility.]
However, no such instruments are outstanding at January 1, 2023.
We believe that we do not have any material exposure of interest rate risk.
As of January 2,
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
During fiscal year 2019, we entered into a cross-currency swap designated as a net investment hedge to hedge the Euro currency exposure of our net investment in certain foreign subsidiaries.
This agreement is a contract to exchange fixed-rate payments in one currency for fixed-rate payments in another currency.
Changes in the fair value of this swap are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments.
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 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 consolidated statement of operations using a systematic and rational method over the instrument’s term.
Changes in the fair value associated with the effective portion (i.e. those changes due to the spot rate) are recorded in AOCI as a translation adjustment and are released and recognized in earnings only upon the sale or liquidation of the hedged net investment.
The cross-currency swap had an initial notional value of €197.4 million or $220.0 million and matured on November 15, 2021.
Interest on the cross-currency swap 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 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 fiscal year 2020, we entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge the 2021 Notes.
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.
The foreign exchange losses (gains) recorded in earnings related to the cash flow hedges were $9.5 million and $(29.3) million during the fiscal years 2021 and 2020, respectively.
During fiscal year 2021, we entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge a portion of the 2026 Notes.
The effective portion of the gain or loss of the cash flow hedges will be reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings.
During the fourth quarter of fiscal year 2021, we settled the forward foreign exchange contracts that were designated as cash flow hedges.
The foreign exchange loss recorded in earnings related to the cash flow hedges was $8.7 million during fiscal year 2021.
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.
United States, material sourcing and other spending which occur in countries outside the United States, resulting in natural hedges.
An increase of 10%, or approximately 12 basis points, in current interest rates would cause our cash outflows to increase by $0.6 million for fiscal year 2022.
Item 1. Business
101 rewritten, 121 added, 39 removed, 187 unchanged
As of January [removed: 2, 2022,] [added: 1, 2023,] we employed approximately 16,700 employees.
As part of our strategy to grow our core [removed: businesses,] [added: businesses and transform our portfolio,] we have recently taken the following actions:
In addition, we enable scientists to detect, monitor and manage contaminants and toxic chemicals that impact our environment and food [removed: supply.][added: supply as well as enable manufacturers to verify product quality and safety.]
[removed: These products, solutions and services support] [added: We partner with global] pharmaceutical, [removed: biotech,] [added: biotech] and contract research organizations, as well as academic [removed: institutions globally in discovering] [added: institutions, to enable them to discover] and [removed: developing] [added: develop] better treatments and therapeutics to fight [removed: disease,] [added: disease] faster and more efficiently.
For example, our solutions help ensure compliance with regulatory standards that protect the purity of the [removed: world's] [added: world’s] water supply by detecting harmful substances, including trace metals such as lead, [removed: and] organic pollutants such as pesticides and [removed: benzene.][added: benzene, and emerging contaminants such as microplastics and polyfluoroalkyl substances (PFAS).]
Our solutions confirm food quality, including the level of moisture in grain or the level of fat in butter and nutritional elements, as well as detect the presence of potentially dangerous contaminants, such as veterinary drug residues in [removed: milk.][added: milk and harmful microbiological pathogens in foods.]
We also provide analytical instrumentation for [removed: the] industrial [removed: market] [added: markets,] which [removed: includes] [added: include] the chemical, [removed: semiconductor and electronics,] [added: semiconductor, mining,] energy, lubricant, petrochemical and polymer industries.
- Radiometric detection solutions, including over [removed: 1,100] [added: 750] radiochemicals and instrumentation such as the Tri-Carb® and Quantulus™ GCT families of liquid scintillation analyzers, Wizard2® Gamma counters and MicroBeta2® plate based LSA, which are used for beta, gamma and luminescence counting in microplate and vial formats utilized in research, environmental and drug discovery applications.
These include [added: PhenoVue™ cellular imaging reagents and cell painting kits, PhenoPlate (formerly CellCarrier Ultra™) cellular imaging microplates and GrowDex® hydrogels,] fluorophore-conjugated and enzyme-conjugated antibodies, as well as buffers and [removed: solutions] [added: solutions,] such as our Ce3D™ collection of buffers for 3D tissue imaging.
- The VICTOR Nivo® multimode plate reader benchtop system, which is designed for assay development and academic [removed: labs] [added: labs,] including those using HTRF® and AlphaLISA® [added: assay] technologies.
- The EnVision® multimode plate reader, which is designed for high-throughput screening laboratories, including those using HTRF®, AlphaScreen® and AlphaLISA® [added: assay] technologies.
- [added: BioLegend®] ELISA MAX™ Standard Sets, ELISA MAX™ Deluxe Sets, LEGEND MAX™ ELISA Kits and RAPID MAX™ ELISA [removed: Kits,] [added: 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 [removed: ELISAs,] [added: enzyme-linked immunosorbent assays (“ELISAs”),] can quantitate up to 14 targets, from one small sample volume in a flow cytometry [removed: assay.][added: assay, and include both desktop and cloud-based analysis software.]
- The QuantumTM GX2 system, which enables low-dose in vivo CT imaging of multiple species and areas of anatomical interest across multiple disease areas by way of [removed: high resolution,] [added: high-resolution,] tomographic imaging.
- [removed: BioLegend®] [added: BioLegend] best-in-class [removed: antibodies] [added: antibodies, recombinant proteins] and [added: related] reagents, which are used [removed: by life science researchers] across [removed: biologics,] [added: multiple applications and research areas, including proteogenomics, tissue,] cell and [added: protein analysis, cancer research, immunology, cell and] gene therapy, [removed: proteogenomics,] [added: stem cell therapy] and [removed: recombinant proteins.][added: neuroscience.]
The large collection of dyes and antibodies allows for an increasing number of conjugate options, facilitating the use of bigger and better flow cytometry [removed: panels.][added: panels using conventional and spectral flow cytometers.]
Notable products are Brilliant Violet™ and [added: the] Spark™ [removed: dyes,] [added: and Fire dye series,] among others.
- TotalSeq™ reagents, which are oligonucleotide-barcoded antibodies that enable protein detection by sequencing [removed: and combining] [added: that can be combined with] traditional RNA or DNA sequencing experiments with high-parameter protein [removed: detection.][added: detection, including comprehensive cloud-based analysis software.]
[removed: - Cell] [added: *•*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 [removed: (GMP),] [added: (compliant with Good Manufacturing Practice requirements (“GMP”)),] and other GMP-produced recombinant proteins and reagents.
- MojoSort™ and Lymphopure™ reagents [removed: that cover the main spectrum of] [added: for] cell separation [removed: technologies, which together with] [added: that complement] our fluorophore-antibody conjugates, [removed: can be] used for FACS (Fluorescence-activated Cell [removed: Sorting).][added: Sorting), thus covering most cell separation and cell sorting technologies and applications.]
- Flex-T™ reagents that utilize [added: peptide-loaded] major histocompatibility [removed: complex] [added: molecules assembled into] tetramers [removed: 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 [removed: characterizing] [added: characterize] the dominance of cancer-specific self-peptides, and more recently, SARS-CoV2 peptides for COVID-19 research.
- OneSource® laboratory services, a comprehensive portfolio of multivendor instrument management, QA/QC, lab relocation, scientific, laboratory [removed: IT] [added: Information Technology] and regulatory compliance services.
- OneSource® Insights as a ServiceTM [removed: offerings,] [added: offerings] which [removed: leverages] [added: leverage] comprehensive OneSource® analytics and industry data to develop and deliver [removed: customer-need driven] [added: customer-need-driven] recommendations to optimize, integrate and accelerate lab operations.
- PerkinElmer Signals Medical ReviewTM software, which empowers medical monitors to detect safety signals faster and reduce overall time to submission by combining innovative medical review [removed: workflow] [added: workflows] with advanced analytics.
- OneSource® Asset Genius™ monitoring solution, part of the Asset Genius family, which offers a [removed: 360o] [added: 360-degree] view of laboratory instruments regardless of the manufacturer, correlating instrument usage, age and service data, allowing customers to visually pinpoint under-performing, ideally-performing and over-burdened assets, and to make informed decisions.
[removed: - The] [added: *•*The] LC 300™ ultra-high performance liquid chromatography [removed: (UHPLC)] [added: (“UHPLC”)] and LC 300 high performance liquid chromatography [removed: (HPLC)] [added: (“HPLC”)] systems, which provide high throughput along with superior performance and sensitivity.
[removed: - A] [added: *•*A] comprehensive Liquid Chromatography [removed: (LC)] [added: (“LC”)] Column portfolio of innovative and highly efficient HPLC/ UHPLC and supercritical fluid chromatography [removed: (SFC)] chemistries.
- The Flexar™ [removed: ultra-high performance liquid chromatography (UHPLC)] [added: UHPLC] and Flexar advanced [removed: liquid chromatography] [added: LC] systems, which provide high throughput and resolution chromatographic separations.
- The QSight® Triple [removed: Quad] [added: Quadrupole] LC/MS/MS, a flow-based mass spectrometry system that [removed: provides high sensitivity and] enables high levels of efficiency and productivity to meet both standard and regulatory requirements for food, cannabis and environmental testing laboratories.
- Atomic spectroscopy [removed: families] [added: portfolio] of instruments, including the families of PinAAcle® atomic absorption spectrometers, Avio® Max inductively coupled plasma (“ICP”) optical emission spectrometers and NexION® ICP mass spectrometers, all of which are used in the environmental, food, [removed: pharmaceutical,] [added: pharmaceutical] and chemical industries, among others, to determine the elemental content of a sample.
[removed: - Our] [added: *•*Our] infrared [added: (“IR”)] spectroscopy [removed: (IR)] family of instruments, the Spectrum Two™ IR & NIR spectrometers, which are compact and portable and used for 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, [removed: quality,] [added: quality] and composition of polymers and their blends used in industries such as food packaging, construction and automotive.
- Our thermal analysis family, which includes our series of Differential Scanning Calorimetry (DSC) instruments that offer exclusive HyperDSC™ capability for unparalleled sensitivity and new insights into material processes, our Thermogravimetric [removed: (TGA)] and Simultaneous Thermal Analysis [removed: (STA)] instruments that can be coupled with Fourier Transform Infrared [removed: (FT-IR), Mass Spectrometry (MS),] [added: (“FT-IR”), mass spectrometry (“MS”),] or [removed: Gas Chromatography/Mass Spectrometry (GC/MS)] [added: GC/MS] technologies to provide a complete and advanced line of Evolved Gas Analysis (EGA) platforms for greater analysis power and knowledge with materials characterization in polymers, pharmaceuticals, chemicals, petroleum, rubber, food and other areas.
- RVA™ performance analyzer, which provides a screening tool for both producers and users of food [removed: ingredients.][added: ingredients and can be used to test the viscous properties of starch, grain, dairy products and other foods.]
- The Bioo Scientific® [added: and Meizheng Group] test kits for detection of toxins, veterinary drug residues and contaminants, which enable rapid and easy testing at different steps in the food value chain.
- The PerkinElmer FT 9700™ compact, high-performance and full-wavelength-range [removed: Fourier Transform] [added: FT] Near Infrared [removed: (FT-NIR)] [added: (“NIR”)] spectrometer, which helps food and feed laboratories perform quick analyses for quality assurance of food and feed materials and reduces variations in production.
This [removed: new] offering is designed to help high throughput food processors and contract labs focus on L. mono testing for food and environmental surface samples.
- LactoScope™ [removed: FT-A instrument,] [added: FT- instruments,] which [removed: delivers] [added: deliver] quick and accurate full spectrum [added: in-lab] component testing and adulterant screening for liquid dairy products such as whey, raw and skim milk, shelf stable milk and cream with under 40% fat content.
New products introduced or acquired for Discovery & Analytical Solutions applications in fiscal year [removed: 2021] [added: 2022] include the following:
*Discontinued Operations in Fiscal Year 2022:*
In August 2022, we entered into a Master Purchase and Sale Agreement (the “Purchase Agreement”) with Polaris Purchaser, L.P. (the “Purchaser”), a Delaware limited partnership owned by funds managed by affiliates of New Mountain Capital L.L.C. (the “Sponsor”), under which we agreed to sell to the Purchaser certain assets and the equity interests of certain entities constituting our Analytical, Food and Enterprise Services businesses (the “Business”) (as further defined in the Purchase Agreement), for cash consideration of up to approximately $2.45 billion and the Purchaser’s assumption of certain liabilities relating to the Business (collectively, the “Transaction”).
Approximately $2.30 billion of the purchase price will be payable at closing, subject to certain customary adjustments, which includes $75.0 million in deferred payments tied to the transfer of the PerkinElmer brand and related trademarks to the Purchaser (which may be completed within 24 months following the date of the closing at our election).
The Purchase Agreement also provides for potential post-closing payments totaling up to $150.0 million, which are contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital events related to the Business.
The Transaction is expected to close in the first quarter of fiscal year 2023, subject to regulatory approvals and other customary closing conditions.
In the life sciences market, we provide a broad suite of products, solutions and services that facilitate optimized workflows, increase productivity, and accelerate every stage of the drug discovery and development pipeline.
Our offerings span the areas of cell, gene, and protein research, enabling scientists to work smarter, make research breakthroughs, and transform those breakthroughs into real-world outcomes.
Our solutions are used to meet the testing needs for quality assurance standards and in on-going product research and development.
By providing material and chemical identification, characterization and quantification techniques, we help organizations drive the advancement and innovation of new products,
with a focus on sustainability to increase the recyclability and biodegradability of materials as well as improving renewable energy solutions and energy storage.
- Nexcelom BioScience high-throughput, microwell Celigo® image cytometry system, Cellaca™ MX high-throughput cell counter, the new Cellaca™ PLX image cytometry system, and Cellometer® automated cell counters, complemented by consumables and reagents, including reagents and kits for cell counting assays and cell viability, microplates, slides, and counting beads.
- Horizon Discovery tools and services that support drug discovery and development for greater understanding of gene function, identify genetic drivers behind human disease, develop and validate diagnostic workflows, and help deliver biotherapeutics, cellular and gene therapies for precision medicine with a portfolio of cell engineering tools, including Dharmacon™ Reagents, gene modulation technologies such as RNAi, and the Pin-point™ base editing technology.
*•*A comprehensive gas chromatography (“GC”) column portfolio spanning many popular and application-specific phases that cover the vast majority of the GC market’s separation requirements.
*•*The SimplicityChrom™ ™ Chromatography Data System (“CDS”) Software, an easy-to-learn, modern and intuitive CDS software platform that enables efficient control of PerkinElmer HPLC, UHPLC, GC and gas chromatography/mass spectrometry (“GC/MS”) solutions while integrating the overall chromatographic workflow.
For labs requiring compliance, SimplicityChrom CDS Software supports 21 CFR Part 11.
- The OilExpress™ 4 systems, which deliver highly automated, rapid, reliable oil condition monitoring results using recognized industry standard protocols such as ASTM®, JOAP and Caterpillar® S•O•S℠.
- Lactoscope Wine LQA 300 FT-IR, which is a fit-for-purpose wine analyzer for the analysis of finished wine, grape must, and must under fermentation for a number of key quality parameters, including acidity, brix, pH, glucose and fructose, in less than 45 seconds.
- The Indiscope, a simple FT-IR milk analyzer designed for analysis by novice users at animal milk collection stations that can provide results for fat, protein, and solids-non-fat, as well as targeted and untargeted adulterants screening in 30 seconds.
- Vega® ultrasound imaging system, which is a hands-free, automated, high-throughput preclinical ultrasound imaging system that delivers high-resolution 2D and 3D ultrasound images in just a few minutes and was originally developed by SonoVol Inc., which was acquired by PerkinElmer in early 2022.
The system is complemented by VesselVue® microbubble contrast agents which can be used to study tissue perfusion and blood flow characteristics.
- New assay kits for Adeno-associated Virus Vectors (AAVs) and gene therapy applications in our range of HTRF® and AlphaLISA® reagents, for detecting and quantifying CHO HCP impurities in biotherapeutics development, as well as kits across oncology, neuroscience, and targeted protein degradation applications.
- Cellaca PLX™ image cytometry system, which combines best-in-class image cytometer hardware, software, validated consumables and optimized reagent kits with validated antibodies from our BioLegend business, and trackable data reporting to enable the simultaneous detection of multiple markers and to streamline cell and gene therapy workflows.
- New fluorescent stains, reagents and secondary antibodies in our PhenoVueTM cellular imaging reagents portfolio for the detection and analysis of cellular components.
- The latest version of the Signals Image Artist™ next-generation image analysis and management platform, which provides improved 3D cell segmentation and analysis, an AWS S3 cloud deployment option and enhanced cloud security, and compatibility with a broader range of systems, including the Nexcelom from PerkinElmer Celigo® image cytometer.
- An updated VICTOR® Nivo™ multimode plate reader with a new software version for streamlined data analysis.
- OptiScint™ NPE-free scintillation cocktails and quench standards, providing a more environmentally friendly alternative without compromising performance.
- Expansion of our Western blotting reagents with the addition of the Western Lightning™ One range, which has a pre-mixed one component chemiluminescent HRP substrate for more consistent results.
- Additional Spark™ and Fire dye-conjugated antibodies, enabling higher-parameter flow cytometry.
Notable products are the Spark UV™ 387 and Spark Red™ 718 conjugates.
- For the TotalSeq reagent portfolio, more large panels of pre-titrated oligo-conjugated antibodies released in Universal Panels for the analysis of human and mouse samples.
- Software solutions for LEGENDplex™ assays, multiomics analysis with TotalSeq reagents, and flow cytometry-based cell analysis software (Ryvett) that are now part of BioLegend’s data integration offerings.
- OneSource Laboratory Services: Instrument Concierge™ Flow Cytometry, which helps labs streamline the entire flow cytometry workflow by providing a range of support-based services for each lab’s unique needs, including expert onsite flow cytometry specialists to help manage instruments and processes more efficiently and effectively, facilitating reduced downtime, increased productivity as well as better data integrity and reproducibility.
- OneSource Laboratory Services: Instrument Concierge™ Purification, which offloads the complex and time-consuming process of prepping, purifying and analyzing to provide high quality data output for scientific discovery.
- OneSource Laboratory Services: MES (Manufacturing Execution Systems) IT support, which drives production and minimizes downtime in pharmaceutical manufacturing environments by providing customized IT infrastructure support and maintenance, onsite or remotely.
- OneSource Laboratory Services: LabIT per PC Delivery Model, which eliminates the complexity of other pricing models for customers by providing a flat rate for each PC being serviced that includes maintenance and repair as well as a network of IT expertise in benchtop support and scientific applications.
- OneSource Laboratory Services: Food Service Offering, which provides support in various food quality and safety activities such as QA/QC lab testing, on-site troubleshooting and repair of instruments and coordinating vendor visits.
◦The MPS 320™, a microwave digestion system for PerkinElmer’s AA, ICP-OES, and ICP-MS instruments, which accommodates a wide range of sample matrices and elemental analysis applications across environmental, food, cannabis, pharmaceutical or manufacturing QA/QC applications and more.
◦GC 2400TM Gas Chromatography Platform with Detachable Touchscreen, featuring GC system, Liquid and Headspace Autosampler, FID and MS Detectors, offering innovative technology that enables access to real-time information on the go.
With easy-to-learn SimplicityChrom Software, labs in all markets can take advantage of integrated workflows, and benefit from lab efficiency through the smart, simplified, and sustainable GC 2400 Platform.
◦LAMBDA® 365+ double-beam UV/V is a spectrometer, which delivers the performance researchers and analysts need to measure high absorbance liquids and unravel chemical kinetics.
*Acquisitions in Fiscal Year 2021:*
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)
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, 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.
BioLegend’s acquisition provides us with access to new markets as well, notably the flow cytometry and multiomic cell analysis markets.
Our technologies for this market are primarily used by customers focusing on quality assurance standards.
They are also used to drive advancement or innovation of new products, with a recent focus on increasing the recyclability and biodegradability of materials and improving electric vehicle battery performance.
- 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.
- The SimplicityChrom™ CDS software which offers liquid chromatography workflows and intuitive functions for full 21CFR 11 compliance for laboratories working in regulated environments.
- MaxSignalHTS™ Nitrofurans and Chloramphenicol ELISA kits, which will help food safety, quality and aquaculture labs simultaneously and accurately perform same-day testing for targeted antibiotic residues.
- PhenoVue™ cellular imaging reagents, including cell painting kits, fluorescent probes and dyes and fluorescent secondary antibodies, which are part of an expanded suite of high-content imaging consumables that includes PhenoPlate™ (formerly CellCarrier Ultra™) cellular imaging microplates and GrowDex® hydrogels.
- A range of new AlphaLISA® and HTRF® reagents and assay kits serving key research and therapeutic areas, including GPCRs, targeted protein degradation, inflammation, oncology and neuroscience.
With the acquisition of BioLegend, we added a collection of Analyte Specific Reagents (ASR) used in flow cytometry to develop diagnostic assays.
We also provide a limited set of Immunohistochemistry in vitro diagnostic (IVD) products used for diagnostics in pathology labs, contract research organizations and other qualified institutions.
A selection of our flow cytometry conjugates are registered in China as Class I diagnostic products.
We also developed a number of products and services in response to the COVID-19 pandemic, with a special emphasis on supporting public health authorities both in the United States and abroad, including through the operation of COVID-19 testing facilities.
Further information is provided below under "New Products".
- The EnLite™ Neonatal TREC™ system, a screening test for Severe Combined Immunodeficiency (SCID), consisting of EnLite™ Neonatal TREC™ reagent kits, the Victor EnLite™ instrument and EnLite™ workstation software.
- QSight® Triple Quad MSMS instrument, which is used for newborn screening.
- PG-Seq™ Rapid Non-Invasive Preimplantation Genetic Testing kit, an alternative to IVF embryo biopsies.
- PKamp™ Respiratory SARS-CoV-2 RT-PCR assay panel designed to conserve resources by testing a single nasopharyngeal, oropharyngeal or nasal swab sample collected from an individual suspected of respiratory viral infection consistent with COVID-19, the flu and RSV.
- explorer™ workstations for SARS-CoV-2 testing capable of preparing and running up to 10,000 COVID-19 tests per day.
These modular and scalable workstations enable laboratories to ramp up SARS-CoV-2 testing capacity quickly to generate results.
- Laboratory facilities for COVID-19 testing developed with public health authorities in the State of California and the United Kingdom.
increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the inability to sell our products.
and we endeavor to create an environment that encourages productivity, rewards performance and values diversity.
We are committed to the continued development and training of our employees.
Our training opportunities are designed to promote learning across all levels of our organization.
We seek to provide opportunities for our employees to grow their careers and regularly fill open vacancies with internal candidates.
and suppliers.
We enacted rigorous safety measures, including social distancing protocols, encouraging employees who do not need to be physically present on the manufacturing floor or in a lab to perform their work from home, suspending non-essential travel, implementing temperature checks and other access controls at the entrances to our facilities, extensively and frequently disinfecting our workspaces, and providing appropriate personal protective equipment to employees who are physically present at our facilities.
We expect to continue to implement these measures until the COVID-19 pandemic is adequately contained, and we may take further actions as government authorities require or recommend, or as we determine to be in the best interests of our employees, customers, partners, and suppliers.
An excerpt. Shown here: 40 of 101 rewritten, 40 of 121 added and all 39 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 2 unchanged
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: 2, 2022] [added: 1, 2023] 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
26 rewritten, 3 added, 2 removed, 68 unchanged
| | | | For the fiscal year ended January [removed: 2, 2022] [added: 1, 2023] | | |
The aggregate market value of the common stock, $1 par value per share, held by non-affiliates of the registrant on July [removed: 2, 2021,] [added: 1, 2022, the last business day of the registrant’s most recently completed second fiscal quarter,] was [removed: $17,332,583,779] [added: $18,089,645,853] based upon the last reported sale of [removed: $155.57] [added: $144.07] per share of common stock on July [removed: 2, 2021.][added: 1, 2022.]
As of February [removed: 25, 2022,] [added: 24, 2023,] there were outstanding [removed: 126,183,492] [added: 126,411,985] 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: 26, 2022] [added: 25, 2023] are incorporated by reference into Part III of this Form 10-K.
| Item 1. | | | [removed: [Business](#ib88accf85aee4d15a4bd5dbf6610fc09_13)] [added: [Business](#i4acbd9f3cb5642469a75c91759de9e51_13)] | | | [removed: [3](#ib88accf85aee4d15a4bd5dbf6610fc09_13)] [added: [3](#i4acbd9f3cb5642469a75c91759de9e51_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ib88accf85aee4d15a4bd5dbf6610fc09_16)] [added: Factors](#i4acbd9f3cb5642469a75c91759de9e51_16)] | | | [removed: [14](#ib88accf85aee4d15a4bd5dbf6610fc09_16)] [added: [17](#i4acbd9f3cb5642469a75c91759de9e51_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib88accf85aee4d15a4bd5dbf6610fc09_19)] [added: Comments](#i4acbd9f3cb5642469a75c91759de9e51_19)] | | | [removed: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_19)] [added: [26](#i4acbd9f3cb5642469a75c91759de9e51_19)] | | |
| Item 2. | | | [removed: [Properties](#ib88accf85aee4d15a4bd5dbf6610fc09_22)] [added: [Properties](#i4acbd9f3cb5642469a75c91759de9e51_22)] | | | [removed: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_22)] [added: [26](#i4acbd9f3cb5642469a75c91759de9e51_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ib88accf85aee4d15a4bd5dbf6610fc09_25)] [added: Proceedings](#i4acbd9f3cb5642469a75c91759de9e51_25)] | | | [removed: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_25)] [added: [26](#i4acbd9f3cb5642469a75c91759de9e51_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ib88accf85aee4d15a4bd5dbf6610fc09_28)] [added: Disclosures](#i4acbd9f3cb5642469a75c91759de9e51_28)] | | | [removed: [23](#ib88accf85aee4d15a4bd5dbf6610fc09_28)] [added: [26](#i4acbd9f3cb5642469a75c91759de9e51_28)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib88accf85aee4d15a4bd5dbf6610fc09_37)] [added: Securities](#i4acbd9f3cb5642469a75c91759de9e51_37)] | | | [removed: [26](#ib88accf85aee4d15a4bd5dbf6610fc09_37)] [added: [29](#i4acbd9f3cb5642469a75c91759de9e51_37)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#ib88accf85aee4d15a4bd5dbf6610fc09_40)] [added: [\[Reserved\]](#i4acbd9f3cb5642469a75c91759de9e51_40)] | | | [removed: [27](#ib88accf85aee4d15a4bd5dbf6610fc09_40)] [added: [30](#i4acbd9f3cb5642469a75c91759de9e51_40)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib88accf85aee4d15a4bd5dbf6610fc09_43)] [added: Operations](#i4acbd9f3cb5642469a75c91759de9e51_46)] | | | [removed: [28](#ib88accf85aee4d15a4bd5dbf6610fc09_43)] [added: [31](#i4acbd9f3cb5642469a75c91759de9e51_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib88accf85aee4d15a4bd5dbf6610fc09_52)] [added: Risk](#i4acbd9f3cb5642469a75c91759de9e51_55)] | | | [removed: [38](#ib88accf85aee4d15a4bd5dbf6610fc09_52)] [added: [44](#i4acbd9f3cb5642469a75c91759de9e51_55)] | | |
| Item 8. | | | [Financial Statements and Supplemental [removed: Data](#ib88accf85aee4d15a4bd5dbf6610fc09_55)] [added: Data](#i4acbd9f3cb5642469a75c91759de9e51_58)] | | | [removed: [41](#ib88accf85aee4d15a4bd5dbf6610fc09_55)] [added: [46](#i4acbd9f3cb5642469a75c91759de9e51_58)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib88accf85aee4d15a4bd5dbf6610fc09_184)] [added: Disclosure](#i4acbd9f3cb5642469a75c91759de9e51_187)] | | | [removed: [93](#ib88accf85aee4d15a4bd5dbf6610fc09_184)] [added: [92](#i4acbd9f3cb5642469a75c91759de9e51_187)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ib88accf85aee4d15a4bd5dbf6610fc09_187)] [added: Procedures](#i4acbd9f3cb5642469a75c91759de9e51_190)] | | | [removed: [93](#ib88accf85aee4d15a4bd5dbf6610fc09_187)] [added: [92](#i4acbd9f3cb5642469a75c91759de9e51_190)] | | |
| Item 9B. | | | [Other [removed: Information](#ib88accf85aee4d15a4bd5dbf6610fc09_190)] [added: Information](#i4acbd9f3cb5642469a75c91759de9e51_193)] | | | [removed: [96](#ib88accf85aee4d15a4bd5dbf6610fc09_190)] [added: [95](#i4acbd9f3cb5642469a75c91759de9e51_193)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib88accf85aee4d15a4bd5dbf6610fc09_1099511629682)] [added: Inspections](#i4acbd9f3cb5642469a75c91759de9e51_196)] | | | [removed: [96](#ib88accf85aee4d15a4bd5dbf6610fc09_1099511629682)] [added: [95](#i4acbd9f3cb5642469a75c91759de9e51_196)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib88accf85aee4d15a4bd5dbf6610fc09_196)] [added: Governance](#i4acbd9f3cb5642469a75c91759de9e51_202)] | | | [removed: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_196)] [added: [96](#i4acbd9f3cb5642469a75c91759de9e51_202)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ib88accf85aee4d15a4bd5dbf6610fc09_199)] [added: Compensation](#i4acbd9f3cb5642469a75c91759de9e51_205)] | | | [removed: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_199)] [added: [96](#i4acbd9f3cb5642469a75c91759de9e51_205)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib88accf85aee4d15a4bd5dbf6610fc09_202)] [added: Matters](#i4acbd9f3cb5642469a75c91759de9e51_208)] | | | [removed: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_202)] [added: [96](#i4acbd9f3cb5642469a75c91759de9e51_208)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib88accf85aee4d15a4bd5dbf6610fc09_205)] [added: Independence](#i4acbd9f3cb5642469a75c91759de9e51_211)] | | | [removed: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_205)] [added: [96](#i4acbd9f3cb5642469a75c91759de9e51_211)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib88accf85aee4d15a4bd5dbf6610fc09_208)] [added: Services](#i4acbd9f3cb5642469a75c91759de9e51_214)] | | | [removed: [97](#ib88accf85aee4d15a4bd5dbf6610fc09_208)] [added: [96](#i4acbd9f3cb5642469a75c91759de9e51_214)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ib88accf85aee4d15a4bd5dbf6610fc09_214)] [added: Schedules](#i4acbd9f3cb5642469a75c91759de9e51_220)] | | | [removed: [98](#ib88accf85aee4d15a4bd5dbf6610fc09_214)] [added: [97](#i4acbd9f3cb5642469a75c91759de9e51_220)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ib88accf85aee4d15a4bd5dbf6610fc09_217)] [added: Summary](#i4acbd9f3cb5642469a75c91759de9e51_223)] | | | [removed: [102](#ib88accf85aee4d15a4bd5dbf6610fc09_217)] [added: [101](#i4acbd9f3cb5642469a75c91759de9e51_223)] | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
| [Signatures](#i4acbd9f3cb5642469a75c91759de9e51_226) | | | | | | [101](#i4acbd9f3cb5642469a75c91759de9e51_226) | | |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
| [Signatures](#ib88accf85aee4d15a4bd5dbf6610fc09_220) | | | | | | [102](#ib88accf85aee4d15a4bd5dbf6610fc09_220) | | |
Item 4. Mine Safety Disclosures
16 rewritten, 7 added, 9 removed, 40 unchanged
Listed below are our executive officers as of March [removed: 3, 2022.][added: 1, 2023.]
| Prahlad Singh | | | | | | President and Chief Executive Officer | | | | | | [removed: 57] [added: 58] | | |
| [removed: James M. Mock] [added: Maxwell Krakowiak] | | | | | | Senior Vice President and Chief Financial Officer | | | | | | [removed: 45] [added: 33] | | |
| Joel S. Goldberg | | | | | | Senior Vice President, Administration, General Counsel and Secretary | | | | | | [removed: 53] [added: 54] | | |
| Daniel R. Tereau | | | | | | Senior Vice President, Strategy and Business Development | | | | | | [removed: 55] [added: 56] | | |
| Miriame Victor | | | | | | Senior Vice President, Chief Commercial Officer | | | | | | [removed: 41] [added: 42] | | |
| Tajinder Vohra | | | | | | Senior Vice President, Global Operations | | | | | | [removed: 56] [added: 57] | | |
| Andrew Okun | | | | | | Vice President, Chief Accounting Officer and Treasurer | | | | | | [removed: 52] [added: 53] | | |
*Prahlad Singh, [removed: 57*.][added: 58*.]
Goldberg*, [removed: *53*.][added: *54*.]
Tereau, [removed: 55.*] [added: 56.*] 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: 41.][added: 42.]
[removed: In that role, she oversees PerkinElmer’s product commercialization] efforts across all businesses, having previously completed the successful consolidation of the Diagnostics and Discovery & Analytical Solutions businesses into one unified commercial organization.
Prior to joining PerkinElmer, Ms. Victor held various commercial leadership positions in the pharmaceutical industry with MSD and Novartis, and in the medical device [added: industry with GE Healthcare.]
*Tajinder Vohra, [removed: 56*.][added: 57*.]
*Andrew Okun, [removed: 52.*] [added: 53.*] Mr. Okun serves as our Vice President, Chief Accounting Officer and Treasurer.
*Maxwell Krakowiak, 33*.
Mr. Krakowiak was appointed Senior Vice President and Chief Financial Officer of PerkinElmer in August 2022 after having most recently served as our Vice President, Corporate Finance, focusing on driving global finance transformation through people, process and automation.
Mr. Krakowiak joined PerkinElmer in October 2018, and prior to being appointed as our Senior Vice President and Chief Financial Officer held several financial leadership positions of increasing scope and responsibilities, including oversight of financial planning and analysis, commercial finance and business development.
Prior to joining PerkinElmer, Mr. Krakowiak worked for General Electric Company (“GE”) for seven years, most recently as Executive Audit Manager (from January 2018 to October 2018), working globally across GE’s businesses on financial audits and operational excellence projects.
During his tenure at GE, he served in a number of progressively responsible leadership roles across GE’s Corporate Audit Staff and Financial Management leadership programs.
Mr. Krakowiak holds a Bachelor of Science degree in finance from Fordham University.
In that role, she oversees PerkinElmer’s product commercialization
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
*James M.
Mock, 45*.
Mr. Mock joined PerkinElmer in May 2018 as our Senior Vice President and Chief Financial Officer.
Prior to joining us, Mr. Mock served for nearly 20 years in a wide range of financial oversight capacities within General Electric Company (GE).
Mr. Mock was most recently Vice President, Corporate Audit Staff, a position in which he served from October 2015 to April 2018, where he worked globally across GE’s businesses on controllership reviews and operational excellence projects.
Mr. Mock previously served in a number of progressively responsible leadership positions with GE both in the United States and overseas, including as Vice President and Chief Financial Officer for GE Oil & Gas, Subsea Systems, from 2014 to 2015.
Mr. Mock received a Bachelor’s degree in Economics from St. Lawrence University.
industry with GE Healthcare.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 11 added, 10 removed, 20 unchanged
As of February [removed: 25, 2022,] [added: 24, 2023,] we had approximately [removed: 3,200] [added: 3,056] holders of record of our common stock.
During the fourth quarter of fiscal year [removed: 2021,] [added: 2022,] we repurchased [removed: 323] [added: 44,594] shares of common stock for this purpose at an aggregate cost of [removed: $0.1] [added: $5.4] million.
During [added: the fourth quarter of] fiscal year [removed: 2021,] [added: 2022,] we repurchased [removed: 71,248] [added: 138,025] shares of common stock [added: under the New Repurchase Program] for [removed: this purpose at] an aggregate cost of [removed: $10.5] [added: $19.1] million.
The [added: New] Repurchase Program will expire on July [removed: 27, 2022] [added: 22, 2024] unless terminated earlier by our Board and may be suspended or discontinued at any time.
As of January [removed: 2, 2022, $187.4] [added: 1, 2023, $280.9] million remained available for aggregate repurchases of shares under the [added: 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 [added: Index, the S&P 500 Life Sciences Tools & Services Industry] Index and a Peer Group Index for the five fiscal years from [removed: January 1,] [added: December 31,] 2017 to January [removed: 2, 2022.][added: 1, 2023.]
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 January [removed: 3, 2021.][added: 2, 2022.]
Among PerkinElmer, Inc. Common Stock, S&P [removed: Composite-500 and][added: Composite-500,]
[removed: ][added: ]
| | | | [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] | | | | | | [removed: 2-Jan-22] [added: 1-Jan-23] | | |
| October 3, 2022 - October 30, 2022 | | | 44,266 | | | | | | $ | 120.12 | | | | | — | | | | | | $ | 300,000,000 | |
| October 31, 2022 - November 27, 2022 | | | 138,174 | | | | | | 138.65 | | | | | | 138,025 | | | | | | 280,862,780 | | |
| November 28, 2022 - January 1, 2023 | | | 179 | | | | | | 142.98 | | | | | | — | | | | | | 280,862,780 | | |
| Activity for quarter ended January 1, 2023 | | | 182,619 | | | | | | $ | 134.16 | | | | | 138,025 | | | | | | $ | 280,862,780 | |
On July 22, 2022, the Repurchase Program was terminated by our Board and our Board authorized us to repurchase shares of common stock for an aggregate amount up to $300.0 million under a new stock repurchase program (the “New Repurchase Program”).
No shares remain available for repurchase under the Repurchase Program due to its termination.
S&P 500 Life Sciences Tools & Services Industry Index and Peer Group Index
| PerkinElmer, Inc. | | | $ | 100.00 | | | | | $ | 106.07 | | | | | $ | 133.61 | | | | | $ | 198.11 | | | | | $ | 278.09 | | | | | $ | 194.30 | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | |
| S&P 500 Life Sciences Tools & Services Industry Index | | | $ | 100.00 | | | | | $ | 115.18 | | | | | $ | 152.65 | | | | | $ | 203.04 | | | | | $ | 281.69 | | | | | $ | 217.15 | |
| Peer Group Index | | | $ | 100.00 | | | | | $ | 111.08 | | | | | $ | 157.75 | | | | | $ | 219.67 | | | | | $ | 313.61 | | | | | $ | 266.70 | |
| 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)
Peer Group Index
| 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 | |
Item 6. [Reserved]
0 rewritten, 0 added, 1 removed, 1 unchanged
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
Item 8. Financial Statements and Supplemental Data
421 rewritten, 438 added, 458 removed, 913 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#ib88accf85aee4d15a4bd5dbf6610fc09_58)] [added: Firm](#i4acbd9f3cb5642469a75c91759de9e51_61)] (PCAOB ID No. 34) | | | [removed: [42](#ib88accf85aee4d15a4bd5dbf6610fc09_58)] [added: [47](#i4acbd9f3cb5642469a75c91759de9e51_61)] | | |
| [Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended [removed: January](#ib88accf85aee4d15a4bd5dbf6610fc09_61) [2](#ib88accf85aee4d15a4bd5dbf6610fc09_61)[, 202](#ib88accf85aee4d15a4bd5dbf6610fc09_61)[2](#ib88accf85aee4d15a4bd5dbf6610fc09_61)] [added: January 1, 2023](#i4acbd9f3cb5642469a75c91759de9e51_64)] | | | [removed: [43](#ib88accf85aee4d15a4bd5dbf6610fc09_61)] [added: [48](#i4acbd9f3cb5642469a75c91759de9e51_64)] | | |
| [Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_64)] [added: 1, 2023](#i4acbd9f3cb5642469a75c91759de9e51_67)] | | | [removed: [44](#ib88accf85aee4d15a4bd5dbf6610fc09_64)] [added: [49](#i4acbd9f3cb5642469a75c91759de9e51_67)] | | |
| [Consolidated Balance Sheets as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021](#ib88accf85aee4d15a4bd5dbf6610fc09_67)] [added: 2, 2022](#i4acbd9f3cb5642469a75c91759de9e51_70)] | | | [removed: [45](#ib88accf85aee4d15a4bd5dbf6610fc09_67)] [added: [50](#i4acbd9f3cb5642469a75c91759de9e51_70)] | | |
| [Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_73)] [added: 1, 2023](#i4acbd9f3cb5642469a75c91759de9e51_76)] | | | [removed: [46](#ib88accf85aee4d15a4bd5dbf6610fc09_73)] [added: [51](#i4acbd9f3cb5642469a75c91759de9e51_76)] | | |
| [Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022](#ib88accf85aee4d15a4bd5dbf6610fc09_76)] [added: 1, 2023](#i4acbd9f3cb5642469a75c91759de9e51_79)] | | | [removed: [47](#ib88accf85aee4d15a4bd5dbf6610fc09_76)] [added: [52](#i4acbd9f3cb5642469a75c91759de9e51_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ib88accf85aee4d15a4bd5dbf6610fc09_79)] [added: Statements](#i4acbd9f3cb5642469a75c91759de9e51_82)] | | | [removed: [49](#ib88accf85aee4d15a4bd5dbf6610fc09_79)] [added: [54](#i4acbd9f3cb5642469a75c91759de9e51_82)] | | |
We have audited the accompanying consolidated balance sheets of PerkinElmer, Inc. and subsidiaries (the “Company”) as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021] [added: 2, 2022] 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: 2, 2022] [added: 1, 2023] and the related notes (collectively referred to as the [removed: "financial statements").][added: “financial statements”).]
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021,] [added: 2, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] 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) [removed: ("PCAOB"),] [added: (“PCAOB”),] the Company’s internal control over financial reporting as of January [removed: 2, 2022,] [added: 1, 2023,] 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: 3, 2022] [added: 1, 2023] expressed an unqualified opinion on the Company’s internal control over financial reporting.
[removed: In addition,] [added: During fiscal year 2022,] the Company completed the acquisition of [removed: seven other] [added: two] businesses for aggregate consideration of [removed: $1.2 billion during fiscal year 2021.][added: $13.3 million.]
| | | | January [removed: 2, 2022] [added: 1, 2023] | | | | | | January [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: December 29, 2019] [added: January 3, 2021] | | |
| Restructuring and other costs, net | | | [removed: 16,432] [added: 13,580] | | | | | | [removed: 8,013] [added: 14,358] | | | | | | [removed: 29,428] [added: 7,661] | | |
| Interest and other expense, net | | | [removed: 52,492] [added: 90,862] | | | | | | [removed: 72,217] [added: 54,875] | | | | | | [removed: 124,831] [added: 67,201] | | |
| Loss on disposition of discontinued operations before income taxes | | | — | | | | | | [removed: (76)] [added: —] | | | | | | [removed: —] [added: (76)] | | |
| Provision for income taxes on discontinued operations | | | [removed: 126] [added: 17,101] | | | | | | [removed: 135] [added: 22,583] | | | | | | [removed: 195] [added: 8,889] | | |
| Net income | | | $ | [removed: 943,157] [added: 569,179] | | | | | $ | [removed: 727,887] [added: 943,157] | | | | | $ | [removed: 227,558] [added: 727,887] | |
| Income from continuing operations | | | $ | [removed: 8.12 | | | | | $ | 6.53] [added: 7.27] | | | | | $ | [removed: 2.06] [added: 3.62] | |
| Net income | | | $ | [removed: 8.12] [added: 4.51] | | | | | $ | [removed: 6.53] [added: 8.12] | | | | | $ | [removed: 2.06] [added: 6.52] | |
| Income from continuing operations | | | $ | [removed: 8.08 | | | | | $ | 6.50] [added: 7.25] | | | | | $ | [removed: 2.04] [added: 3.60] | |
| Net income | | | $ | [removed: 8.08] [added: 4.50] | | | | | $ | [removed: 6.49] [added: 8.08] | | | | | $ | [removed: 2.04] [added: 6.49] | |
| Net income | | | $ | [removed: 943,157] [added: 569,179] | | | | | $ | [removed: 727,887] [added: 943,157] | | | | | $ | [removed: 227,558] [added: 727,887] | |
| Other comprehensive [removed: income] (loss) [added: income] | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments, net of tax | | | [removed: (130,873)] [added: (284,854)] | | | | | | [removed: 169,500] [added: (130,873)] | | | | | | [removed: (23,978)] [added: 169,500] | | |
| Unrecognized prior service [removed: (cost) credit,] [added: credit (cost),] net of tax | | | [removed: (95)] [added: 44] | | | | | | [removed: (1,799)] [added: (95)] | | | | | | [removed: 807] [added: (1,799)] | | |
| Unrealized gains (losses) on securities, net of tax | | | [removed: 237] [added: 5] | | | | | | [removed: (16)] [added: 237] | | | | | | [removed: 6] [added: (16)] | | |
| Other comprehensive [removed: income] (loss) [added: income] | | | [removed: (130,731)] [added: (284,805)] | | | | | | [removed: 167,685] [added: (130,731)] | | | | | | [removed: (23,165)] [added: 167,685] | | |
| Comprehensive income | | | $ | [removed: 812,426] [added: 284,374] | | | | | $ | [removed: 895,572] [added: 812,426] | | | | | $ | [removed: 204,393] [added: 895,572] | |
| | | | January [added: 1, 2023 | | | | | | January] 2, 2022 | | | | | | January 3, 2021 | | |
| Total current assets | | | [removed: 2,440,780] [added: 3,288,558] | | | | | | [removed: 2,238,920] [added: 2,440,780] | | |
| Property, plant and equipment, net | | | [removed: 545,605] [added: 60,983] | | | | | | [removed: 368,304] [added: 60,074] | | |
| Operating lease right-of-use assets | | | [removed: 207,775] [added: 41,487] | | | | | | [removed: 207,236] [added: 43,735] | | |
| Total assets | | | $ | [removed: 15,000,554] [added: 14,129,855] | | | | | $ | [removed: 7,960,315] [added: 15,000,554] | |
| Current portion of long-term debt | | | $ | [removed: 4,240] [added: 470,929] | | | | | $ | [removed: 380,948] [added: 4,240] | |
| Accrued expenses and other current liabilities | | | [removed: 854,046] [added: 527,863] | | | | | | [removed: 943,916] [added: 679,099] | | |
| Total current liabilities | | | [removed: 1,213,744] [added: 1,544,483] | | | | | | [removed: 1,652,189] [added: 1,213,744] | | |
| Long-term debt | | | [removed: 4,979,737] [added: 3,923,347] | | | | | | [removed: 1,609,701] [added: 4,979,737] | | |
| Deferred taxes and other long-term liabilities | | | [removed: 1,480,469] [added: 1,109,181] | | | | | | [removed: 774,531] [added: 1,426,731] | | |
| Total liabilities | | | [removed: 7,859,309] [added: 6,746,979] | | | | | | [removed: 4,224,823] [added: 7,859,309] | | |
| Commitments and contingencies (see [removed: Notes 13 and] [added: Note] 16) | | | | | | | | | | | |
Discontinued Operations - Refer to Notes 1 and 4 to the financial statements
In August 2022, the Company entered into a definitive agreement to sell certain assets and the equity interests of certain entities constituting the Analytical, Food and Enterprise Services businesses (the “Business”).
At that time, management determined that the proposed sale met the criteria for the Business to be classified as held-for-sale and the results of operations and cashflows of the Business was presented as discontinued operations for all periods presented in accordance with Accounting Standard Codification 205-20, *Discontinued Operations* (“ASC 205-20”).
The net assets of the Business were $1.42 billion and $1.40 billion as of January 1, 2023 and January 2, 2022, respectively.
Given the level of operational and financial integration between the Business and the continuing operations of the Company, auditing the segregation of assets and liabilities of the Business and the identification of the results of operation and cashflows of the Business required both extensive audit effort and a high degree of auditor judgment.
Our audit procedures related to the identification and measurement of the net assets of the Business and the related results of operations and cashflows presented as discontinued operations included the following, among others:
- We tested the effectiveness of controls over the identification of the net assets, results of operations and cash flows included in the Company’s discontinued operations presentation.
- We obtained and read the purchase and sale agreement for the proposed sale and compared the terms of that agreement to the identification of the assets and liabilities included in the disposal group.
- We assessed the Company’s identification of assets and liabilities and the related operations and cash flows of the Business by testing the completeness and accuracy of the Company’s accounting data and schedules that segregate the Business from the continuing operations of the Company.
- We assessed the presentation and disclosures related to the discontinued operations to ensure proper application of ASC 205-20.
March 1, 2023
| Product revenue | | | $ | 2,634,582 | | | | | $ | 2,735,068 | | | | | $ | 2,280,853 | |
| Service revenue | | | 677,240 | | | | | | 1,092,740 | | | | | | 382,377 | | |
| Total revenue | | | 3,311,822 | | | | | | 3,827,808 | | | | | | 2,663,230 | | |
| Cost of product revenue | | | 1,150,402 | | | | | | 1,129,223 | | | | | | 794,405 | | |
| Cost of service revenue | | | 171,590 | | | | | | 264,598 | | | | | | 138,646 | | |
| Selling, general and administrative expenses | | | 1,025,514 | | | | | | 975,193 | | | | | | 716,465 | | |
| Research and development expenses | | | 221,617 | | | | | | 200,337 | | | | | | 146,441 | | |
| Operating income from continuing operations | | | 742,699 | | | | | | 1,258,457 | | | | | | 867,273 | | |
| Income from continuing operations before income taxes | | | 651,837 | | | | | | 1,203,582 | | | | | | 800,072 | | |
| Provision for income taxes | | | 139,161 | | | | | | 314,146 | | | | | | 169,512 | | |
| Income from continuing operations | | | 512,676 | | | | | | 889,436 | | | | | | 630,560 | | |
| Income from discontinued operations before income taxes | | | 73,604 | | | | | | 76,304 | | | | | | 106,292 | | |
| Income from discontinued operations | | | 56,503 | | | | | | 53,721 | | | | | | 97,327 | | |
| Income from discontinued operations | | | 0.45 | | | | | | 0.46 | | | | | | 0.87 | | |
| Income from continuing operations | | | $ | 4.06 | | | | | $ | 7.62 | | | | | $ | 5.63 | |
| Income from discontinued operations | | | 0.45 | | | | | | 0.46 | | | | | | 0.87 | | |
| Cash and cash equivalents | | | $ | 454,358 | | | | | $ | 603,320 | |
| Accounts receivable, net | | | 612,780 | | | | | | 707,941 | | |
| Inventories | | | 405,462 | | | | | | 425,890 | | |
| Other current assets | | | 122,254 | | | | | | 148,255 | | |
| Current assets of discontinued operations | | | 1,693,704 | | | | | | 555,374 | | |
| Intangible assets, net | | | 3,377,174 | | | | | | 3,821,847 | | |
| Goodwill | | | 6,481,768 | | | | | | 6,627,119 | | |
| Other assets, net | | | 311,054 | | | | | | 317,069 | | |
| Long-term assets of discontinued operations | | | — | | | | | | 1,144,168 | | |
| Accounts payable | | | 272,826 | | | | | | 324,811 | | |
| Current liabilities of discontinued operations | | | 272,865 | | | | | | 205,594 | | |
| Operating lease liabilities | | | 169,968 | | | | | | 147,395 | | |
| Long-term liabilities of discontinued operations | | | — | | | | | | 91,702 | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
[Table of](#ib88accf85aee4d15a4bd5dbf6610fc09_7) [Contents](#ib88accf85aee4d15a4bd5dbf6610fc09_7)
Business Combinations – Identifiable Intangible Assets– Refer to Note 3 to the financial statements
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.
These fair value measurements required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s revenue forecasts and the selection of the discount rates for the identified intangible assets.
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
| Product revenue | | | $ | 3,329,102 | | | | | $ | 2,778,725 | | | | | $ | 2,017,042 | |
| Service revenue | | | 1,738,067 | | | | | | 1,004,020 | | | | | | 866,631 | | |
| Total revenue | | | 5,067,169 | | | | | | 3,782,745 | | | | | | 2,883,673 | | |
| Cost of product revenue | | | 1,503,881 | | | | | | 1,105,614 | | | | | | 956,398 | | |
| Cost of service revenue | | | 711,988 | | | | | | 567,254 | | | | | | 531,220 | | |
| Selling, general and administrative expenses | | | 1,227,521 | | | | | | 917,894 | | | | | | 815,318 | | |
| Research and development expenses | | | 274,969 | | | | | | 205,389 | | | | | | 189,336 | | |
| Operating income from continuing operations | | | 1,332,378 | | | | | | 978,581 | | | | | | 361,973 | | |
| Income from continuing operations before income taxes | | | 1,279,886 | | | | | | 906,364 | | | | | | 237,142 | | |
| Provision for income taxes | | | 336,603 | | | | | | 178,266 | | | | | | 9,389 | | |
| Income from continuing operations | | | 943,283 | | | | | | 728,098 | | | | | | 227,753 | | |
| Loss from discontinued operations and dispositions | | | (126) | | | | | | (211) | | | | | | (195) | | |
| Loss from discontinued operations and dispositions | | | (0.00) | | | | | | (0.00) | | | | | | (0.00) | | |
| Cash and cash equivalents | | | $ | 618,319 | | | | | $ | 402,036 | |
| Accounts receivable, net | | | 1,023,792 | | | | | | 1,155,109 | | |
| Inventories | | | 624,714 | | | | | | 514,567 | | |
| Other current assets | | | 173,955 | | | | | | 167,208 | | |
| Intangible assets, net | | | 4,063,104 | | | | | | 1,365,693 | | |
An excerpt. Shown here: 40 of 421 rewritten, 40 of 438 added and 40 of 458 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplemental Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
10 rewritten, 1 added, 6 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: 2, 2022.][added: 1, 2023.]
[added: 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: 2, 2022,] [added: 1, 2023,] 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.
[removed: There were no changes] [added: No change] in our internal control over financial reporting [added: (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred] during the fiscal quarter ended January [removed: 2, 2022,] [added: 1, 2023] that [added: has] materially affected, or [removed: are] [added: is] 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: 2, 2022.][added: 1, 2023.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in [removed: the 2013 Internal] [added: *Internal] Control-Integrated [removed: Framework.][added: Framework (2013)*.]
Based on this assessment, our management concluded that, as of January [removed: 2, 2022,] [added: 1, 2023,] 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: 2, 2022,] [added: 1, 2023,] 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: 2, 2022,] [added: 1, 2023,] 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: 2, 2022] [added: 1, 2023] of the Company and our report dated March [removed: 3, 2022] [added: 1, 2023] expressed an unqualified opinion on those financial statements.
March 1, 2023
Disclosure controls
Our assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of 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 during the fiscal year ended January 2, 2022, which were included in our fiscal year 2021 consolidated financial statements and represented approximately 4% of our total assets (exclusive of acquired intangible assets and goodwill) as of January 2, 2022 and 4% of our total revenues for the fiscal year ended January 2, 2022.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at 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 were acquired during the year ended January 2, 2022 and whose financial statements constitute approximately 4% of total assets (exclusive of acquired intangible assets and goodwill) and 4% of total revenues of the consolidated financial statement amounts as of and for the year ended January 2, 2022.
Accordingly, our audit did not include the internal control over financial reporting of the Acquired Entities.
March 3, 2022
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 2, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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: 26, 2022] [added: 25, 2023] 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
19 rewritten, 4 added, 0 removed, 127 unchanged
Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022][added: 1, 2023]
Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022][added: 1, 2023]
Consolidated Balance Sheets as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021][added: 2, 2022]
Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022][added: 1, 2023]
Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January [removed: 2, 2022][added: 1, 2023]
| 4.2 | | | | | | [Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, [removed: attached hereto] [added: filed with the Commission on March 3, 2022] as Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit42.htm)[.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit42.htm)] [added: 4.2 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit42.htm)] | | | | | | | | | | | |
| 10.1 | | | | | | [removed: [Term Loan Credit] [added: [Credit] Agreement, dated as of August [removed: 11,] [added: 24,] 2021, among PerkinElmer, Inc., [added: 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 [removed: Agent] [added: Agent, Swing Line Lender] and [added: an L/C Issuer,] the Lenders party [added: thereto and the other L/C Issuers party] thereto, filed with the Commission on August [removed: 12,] [added: 25,] 2021 as Exhibit 99.1 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/31791/000119312521244659/d194876dex991.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312519246865/d804222dex101.htm)] | | | | | | | | | | | |
| [removed: 10.2] | | | | | | [removed: [Credit Agreement,] [added: [(9) Employment Agreement between Maxwell Krakowiak and PerkinElmer, Inc.] dated as of August [removed: 24, 2021, 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,] [added: 16, 2022,] filed with the Commission on August [removed: 25, 2021] [added: 17, 2022] as Exhibit 99.1 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/31791/000119312519246865/d804222dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312522222840/d57019dex991.htm)] | | | | | | | | | | | |
| [removed: 10.3*] [added: 10.2*] | | | | | | Employment Contracts: | | | | | | | | | | | |
| | | | | | | [(8) Employment Agreement between Miriame Victor and PerkinElmer, Inc. dated as of January 1, 2022, [removed: attached hereto] [added: filed with the Commission on March 3, 2022] as Exhibit [removed: 10.3(8).](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit1038.htm)] [added: 10.3(8) to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit1038.htm)] | | | | | | | | | | | |
| [removed: 10.4*] [added: 10.3*] | | | | | | [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: 10.5*] [added: 10.4*] | | | | | | [PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312508252524/dex101.htm) | | | | | | | | | | | |
| [removed: 10.6*] [added: 10.5*] | | | | | | [First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K (File No. 001-05075) and herein incorporated by reference.](http://www.sec.gov/Archives/edgar/data/31791/000119312511051468/dex109.htm) | | | | | | | | | | | |
| 21 | | | | | | [Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit [removed: 21.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit21.htm)] [added: 21.](https://www.sec.gov/Archives/edgar/data/31791/000003179123000004/a2022exhibit21.htm)] | | | | | | | | | | | |
| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm, attached hereto as Exhibit [removed: 23.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a2021exhibit23.htm)] [added: 23.](https://www.sec.gov/Archives/edgar/data/31791/000003179123000004/a2022exhibit23.htm)] | | | | | | | | | | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit [removed: 31.1.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a202110kcert-ex_311.htm)] [added: 31.1.](https://www.sec.gov/Archives/edgar/data/31791/000003179123000004/a202210kcert-ex_311.htm)] | | | | | | | | | | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, attached hereto as Exhibit [removed: 31.2.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a202110kcert-ex_312.htm)] [added: 31.2.](https://www.sec.gov/Archives/edgar/data/31791/000003179123000004/a202210kcert-ex_312.htm)] | | | | | | | | | | | |
| 32.1 | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit [removed: 32.1.](https://www.sec.gov/Archives/edgar/data/31791/000003179122000003/a202110kcert-ex_321.htm)] [added: 32.1.](https://www.sec.gov/Archives/edgar/data/31791/000003179123000004/a202210kcert-ex_321.htm)] | | | | | | | | | | | |
(i) Consolidated Statements of Operations for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] (ii) Consolidated Balance Sheets as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021,] [added: 2, 2022,] (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] (v) Consolidated Statements of Cash Flows for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] and (vi) Notes to Consolidated Financial Statements.
| 2.2(1) | | | | | | [Master Purchase and Sale Agreement, dated as of August 1, 2022, by and between PerkinElmer, Inc. and Polaris Purchaser, L.P., filed with the Commission on August 5, 2022 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/31791/000119312522213623/d383007dex21.htm) | | | | | | | | | | | |
| 10.6* | | | | | | [Second Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on May 10, 20](http://www.sec.gov/Archives/edgar/data/31791/000003179122000006/q1-2022exhibit101.htm)[22 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/31791/000003179122000006/q1-2022exhibit101.htm)[.](http://www.sec.gov/Archives/edgar/data/31791/000003179122000006/q1-2022exhibit101.htm) | | | | | | | | | | | |
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Item 16. Form 10-K Summary
14 rewritten, 5 added, 1 removed, 37 unchanged
| By: | | | /s/ PRAHLAD SINGH, PhD | | | | | | President and Chief Executive Officer | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /S/ [removed: JAMES M. MOCK] [added: MAXWELL KRAKOWIAK] | | | | | | Sr. Vice President and | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| | | | [removed: James M. Mock] [added: Maxwell Krakowiak] | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | | | |
| By: | | | /S/ ANDREW OKUN | | | | | | Vice President, | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
[removed: Mock,] [added: We, the undersigned officers] and [added: directors of PerkinElmer, Inc., hereby severally constitute Prahlad Singh and Maxwell Krakowiak, and] each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, this Annual Report on Form 10-K and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission, hereby rectifying and confirming signed by our said attorneys, and any and all amendments thereto.
| By: | | | /s/ PRAHLAD SINGH, PhD | | | | | | President, Chief Executive Officer and | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ ANDREW OKUN | | | | | | Vice President, Chief Accounting Officer | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ PETER BARRETT, PhD | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ SAMUEL R. CHAPIN | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ SYLVIE GRÉGOIRE, PharmD | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ ALEXIS P. MICHAS | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s MICHEL VOUNATSOS | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ FRANK WITNEY, PhD | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ PASCALE WITZ | | | | | | Director | | | | | | March [removed: 3, 2022] [added: 1, 2023] | | |
| By: | | | /s/ MAXWELL KRAKOWIAK | | | | | | Sr. Vice President and | | | | | | March 1, 2023 | | |
| | | | Maxwell Krakowiak | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | | | |
| By: | | | /s/MICHELLE MCMURRY-HEATH, MD PhD | | | | | | Director | | | | | | March 1, 2023 | | |
| | | | Michelle McMurry-Heath, MD PhD | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
We, the undersigned officers and directors of PerkinElmer, Inc., hereby severally constitute Prahlad Singh and James M.