UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number 1-5075
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PerkinElmer, Inc. Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PerkinElmer, Inc.
45 William Street
Wellesley, MA 02481
PERKINELMER, INC. SAVINGS PLAN
On July 16, 2002, we filed an Annual Report on Form 11-K for the PerkinElmer,
Inc. Savings Plan. We indicated in the Form 11-K that we had not been able to
obtain, after reasonable efforts, (1) audited financial statements for the Plan
for the fiscal year ended December 31, 2001 or (2) the written consent of Arthur
Andersen LLP to our inclusion in the Form 11-K of its report certifying our
financial statements for the Plan for the fiscal year ended December 31, 2000.
Accordingly, we filed the Form 11-K with unaudited financial statements for the
Plan for the fiscal year ended December 31, 2001.
We are filing this Amendment No. 1 to Form 11-K for the purpose of filing
audited financial statements for the Plan for the fiscal year ended December 31,
2001 and the report of Deloitte & Touche LLP thereon.
INDEPENDENT AUDITORS' REPORT
Benefit Plans Committee
PerkinElmer, Inc.
Wellesley, Massachusetts
We have audited the accompanying statement of net assets available for benefits
of PerkinElmer, Inc. Savings Plan (the "Plan") as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001, and the changes in net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 12, 2002
PERKINELMER, INC. SAVINGS PLAN
THE FOLLOWING REPORT IS A COPY OF A PREVIOUS REPORT ISSUED BY ARTHUR ANDERSEN
LLP. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP. REFERENCE IS MADE
IN THIS REPORT TO THE STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND
THE SUPPLEMENTAL SCHEDULE OF ASSTS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER
31, 1999 AND TO THE RELATED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999. SUCH STATEMENTS AND
SUPPLEMENTAL SCHEDULE DO NOT APPEAR IN THIS ANNUAL REPORT
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of the
PerkinElmer, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the PerkinElmer, Inc. Savings Plan (the Plan) as of December 31,
2000 and 1999, and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial statements and the
schedule referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements, and in our opinion, is
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Boston, Massachusetts
June 22, 2001
PERKINELMER, INC. SAVINGS PLAN
TABLE OF CONTENTS
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PAGE
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2001 AND 2000:
Statements of Net Assets Available for Benefits 1
Statements of Changes in Net Assets Available for Benefits 2
Notes to Financial Statements 3-6
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2001:
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year) 7
Schedules required under the Employee Retirement Income Securities Act of 1974,
other than the schedule listed above, are omitted because of the absence of
conditions under which such schedules are required.
PERKINELMER, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------
2001 2000
ASSETS:
Investments, at fair value: $270,787,182 $310,683,074
------------ ------------
Contributions receivable:
Employer 4,838,365 5,258,620
Participant 154,442 70,664
------------ ------------
Total contributions receivable 4,992,807 5,329,284
------------ ------------
Cash 303,706 --
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $276,083,695 $316,012,358
============ ============
See notes to financial statements.
PERKINELMER, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------
2001 2000
ADDITIONS (REDUCTIONS):
Investment (loss) income:
Net depreciation in fair value of
investments $ (39,651,152) $ (22,097,761)
Interest and dividend income 7,346,642 21,332,937
------------- -------------
Net investment loss (32,304,510) (764,824)
------------- -------------
Contributions:
Participant contributions 18,853,570 17,339,159
Employer contributions 6,799,983 5,796,883
Rollover contributions 1,917,188 31,472,900
------------- -------------
Total contributions 27,570,741 54,608,942
------------- -------------
Total (reductions) additions (4,733,769) 53,844,118
------------- -------------
DEDUCTIONS:
Transfers out 6,096,706 4,125,885
Benefits paid to participants 29,059,123 37,307,127
Administrative expenses 39,065 32,002
------------- -------------
Total deductions 35,194,894 41,465,014
------------- -------------
(DECREASE) INCREASE IN NET ASSETS (39,928,663) 12,379,104
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 316,012,358 303,633,254
------------- -------------
End of year $ 276,083,695 $ 316,012,358
============= =============
See notes to financial statements.
PERKINELMER, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the PerkinElmer, Inc. Savings Plan (the
"Plan") (formerly the EG&G, Inc. Savings Plan) is provided for general
information purposes only. Participants should refer to the plan document
for more complete information.
GENERAL - The Plan is a defined contribution plan covering substantially
all employees of PerkinElmer, Inc. (the "Company") (formerly EG&G, Inc.)
who are not members of a collective bargaining unit or who are members of
a unit that specifically provides for participation in the Plan. The Plan
also covers employees of each wholly owned domestic subsidiary that has
entered into an agreement to adopt the Plan. The Plan is administered by
an administrative committee appointed by the Company (the plan
administrator) which has overall responsibility for interpreting the
provisions of the Plan and providing the trustee with any information
required in the discharge of its duties. Fidelity serves as the trustee
of the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS - Participation in the Plan is voluntary. As defined in the
Plan, participants may elect to make voluntary contributions of up to 16%
of their eligible compensation. In order to maintain the Plan's status as
nondiscriminatory, the contribution amounts for highly compensated
employees may be limited. Company matching contributions are made on an
annual basis. Matching contributions are made for all active participants
as of December 31 and for participants who have terminated during the
year due to death, permanent disability or retirement. The Company's
matching contribution for each participant is equal to the lesser of 55%
of the participant's contribution or 3.3% of the employee's annual
compensation. Company matching contributions totaled $6,799,983 and
$5,793,757 for the years ended December 31, 2001 and 2000, respectively.
In addition, certain eligible participants received supplemental
contributions in 2000 to compensate for the loss of additional pension
benefits under a separate retirement plan. These supplemental
contributions totaled $3,126 for the year ended December 31, 2000. There
were no contributions required for the year ended December 31, 2001.
PARTICIPANT ACCOUNTS - Individual accounts are maintained for each plan
participant. Each participant's account is credited with the
participant's contribution, the Company's matching contribution, and
supplemental contributions and allocations of plan earnings and charged
with an allocation of plan losses and administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
VESTING AND FORFEITURES - Participants are vested immediately in their
voluntary contributions plus actual earnings thereon. Vesting in the
Company's contribution portion of their accounts is based on years of
continuous service. A participant is 100 percent vested after three years
of credited service. In addition, if a participant terminates employment
due to death, disability or retirement (as defined), his or her account
balance becomes 100 percent vested. Forfeited balances of terminated
participants are used to reduce future company contributions. The
Company's contribution was reduced by forfeitures of $126,569 and
$154,641 for the years ended December 31, 2001 and 2000, respectively.
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENTS - Participants direct the investment of their contributions
and Company contributions into various investment options offered by the
Plan. The Plan currently offers a fixed income fund, several equity based
funds and Company stock as investment options for participants.
PARTICIPANT LOANS - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000 or 50 percent of their
vested account balances, whichever is less. The loans are secured by the
balance in the participant's account and bear interest at rates fixed for
the term of the loan by the administrative committee based on interest
rates currently being charged by commercial lending institutions. The
period of repayment for any loan is determined by the administrative
committee and the participant, but in no event shall that period exceed
60 months.
PAYMENT OF BENEFITS - On termination of service due to death, disability,
or retirement, a participant may elect to receive either a lump-sum
amount equal to the value of the participant's vested interest in his or
her account or annual installments over a ten-year period. For
termination of service for other reasons, a participant may receive the
value of the vested interest in his or her account as a lump-sum
distribution. Benefit payments to participants are recorded upon
distribution.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates. The Plan
utilizes various investment instruments. Investment securities, in
general, are exposed to various risks such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the
financial statements.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Shares of mutual funds are valued at the net asset
value of shares held by the Plan at year end. Shares of commingled pools
of assets (including the Fixed Income Fund and the Fidelity US Equity
Index Commingled Pool) are valued at the fair value determined by the
fund manager. Shares of PerkinElmer are valued at quoted market price.
Participant loans are stated at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
PAYMENT OF BENEFITS - Payments to participants are recorded upon
distribution.
EXPENSES - Administrative expenses of the Plan are paid by either the
Plan or the plan sponsor, as provided in the plan document.
3. INVESTMENTS
The Plan's investments that represented five percent or more of the
Plan's net assets available for benefits as of December 31, 2001 and 2000
are as follows:
2001 2000
Fidelity Contrafund $19,757,255 $24,956,946
Fidelity Growth Company Fund 54,438,099 78,120,718
Fidelity Balanced Fund 18,376,754 18,234,883
Fidelity U.S. Equity Index Commingled Pool 34,851,184 44,381,799
PerkinElmer Stock Fund 13,774,242 18,153,556
Fidelity Fixed Income Fund 71,399,229 66,650,773
During the years ended December 31, 2001 and 2000, the depreciation in
the Plan's investments (including gains and losses on investments bought
and sold, as well as held, during the year) are as follows:
2001 2000
Mutual funds $(33,562,011) $(29,706,445)
Company stock (6,089,141) 7,608,684
------------ ------------
Total $(39,651,152) $(22,097,761)
============ ============
[OBJECT OMITTED]
4. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Fidelity
Investments ("Fidelity"). Fidelity is the trustee of the Plan. In
addition, investments include shares of Company common stock. These
transactions qualify as party-in-interest transactions. Fees paid by the
Plan for the investment management services were $39,858 and $32,002 for
the years ended December 31, 2001 and 2000, respectively.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company, by
a letter dated February 15, 1996, that the Plan and related trust were
designed in accordance with the applicable regulations of the Internal
Revenue Code. The Plan has been amended since receiving the determination
letter; however, the Company and the plan administrator believe that the
Plan is currently designed and operated in compliance with the applicable
requirements of the Internal Revenue Code, and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event that the Plan is terminated, participants would become 100 percent
vested in their accounts.
7. PLAN AMENDMENTS
Effective January 1, 2000, the profit sharing and 401(k) plans acquired
in connection with the December 4, 1998 acquisition of Lumen
Technologies, Inc. ("Lumen") were merged into the Plan and are included
in the rollover contributions on the statement of changes in net assets
available for benefits for the year ended December 31, 2000. All Lumen
employees became eligible to participate in the Plan and have been
credited for past service with Lumen.
In August 2000, the Company acquired NEN Life Sciences ("NEN"), and this
entity was incorporated into the Life Sciences Division of the Company.
An amendment to the Plan provided that employer contributions made to the
Plan for accounts of NEN employees for the period beginning on or after
the closing date of the acquisition should be 100 percent vested at all
times. In addition, the employer contributions for the NEN employees
should equal 100 percent of the total before-tax and after-tax
contributions made by the employee, not to exceed 5 percent of the
employee's compensation.
An additional amendment, effective February 1, 2001, extended the same
employer contribution provisions provided to the NEN employees to the
remainder of the employees in the Life Sciences Division. Furthermore,
non-NEN employees now vest in the employer contributions over three
years.
* * * * * *
PERKINELMER, INC. SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
DECEMBER 31, 2001
--------------------------------------------------------------------------------
C) DESCRIPTION OF INVESTMENT,
B) IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR INTEREST RATE, COLLATERAL, E) CURRENT
A) OR SIMILAR PARTY PAR OR MATURITY VALUE D) COST VALUE
* Fidelity Investments Fixed Income Fund 71,399,226
-------------
MUTUAL FUNDS:
Templeton Investments Templeton Foreign Fund ** 1,577,320
Templeton Investments Templeton Developing Markets ** 674,554
* Fidelity Investments Fidelity Contrafund ** 19,757,255
* Fidelity Investments Fidelity Equity-Income Fund ** 11,946,382
* Fidelity Investments Fidelity Growth Company Fund ** 54,438,099
* Fidelity Investments Fidelity Intermediate Bond Fund ** 7,042,858
* Fidelity Investments Fidelity Balanced Fund ** 18,376,754
* Fidelity Investments Fidelity International Growth and Income Fund ** 4,271,951
* Fidelity Investments Fidelity Asset Manager ** 7,298,048
* Fidelity Investments Fidelity Asset Manager - Growth ** 9,460,881
* Fidelity Investments Fidelity Asset Manager - Income ** 1,679,688
* Fidelity Investments Fidelity Retirement Government Money Market
Portfolio ** 8,959,787
* Fidelity Investments Fidelity U.S. Equity Index Comingled Pool ** 34,851,184
------------
Total Mutual Funds ** 180,334,761
------------
* PerkinElmer, Inc. PerkinElmer Stock Fund ** 13,774,242
------------
* Plan participants Loans to participants (with interest at rates
of 3.70% - 10.75%), maturity at various dates
through 2030 ** 5,278,953
------------
TOTAL INVESTMENTS ** $270,787,182
============
* Party-in-interest
** Cost information is not required for participant-directed investments
and, therefore, is not included.