UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Stock Fund
45 William Street
Wellesley, MA 02481
PERKINELMER, INC. SAVINGS PLAN
SEC rules require us to present our audited financial statements in various SEC
filings, along with the consent of our auditors to our inclusion of their audit
report in those filings. Until recently, our auditors were Arthur Andersen LLP.
The SEC recently provided regulatory relief that allows companies that file
reports with the SEC to dispense with the requirement to file audited financial
statements and/or a consent of Arthur Andersen LLP in certain circumstances.
We have not been able to obtain, after reasonable efforts, (1) audited
financial statements for the PerkinElmer, Inc. Savings Plan for the fiscal year
ended December 31, 2001, or (2) the written consent of Arthur Andersen LLP to
our inclusion in this Annual Report on Form 11-K of its report certifying our
financial statements for the Plan for the fiscal year ended December 31, 2000.
As a result, Arthur Andersen LLP may not have any liability under Section 11(a)
of the Securities Act for any untrue statements of material fact contained in
the financial statements audited by Arthur Andersen LLP or any omissions of a
material fact required to be stated therein. Accordingly, participants in the
Plan may be unable to assert a claim against Arthur Andersen LLP under
Section 11(a) of the Securities Act.
We are filing with this Form 11-K unaudited financial statements for the Plan
for the fiscal year ended December 31, 2001. No auditor has opined that these
unaudited financial statements present fairly, in all material respects, the
net assets available for benefits and the related statements of changes in net
assets available for benefits, for each of the periods reported, in accordance
with generally accepted accounting principles.
We intend to provide audited financial statements for the Plan for the fiscal
year ended December 31, 2001 by filing an Amendment to this Annual Report on
Form 11-K, which will include such audited financial statements and the report
of Deloitte & Touche LLP thereon, as soon as practicable and not later than
August 28, 2002.
PERKINELMER, INC. SAVINGS PLAN
TABLE OF CONTENTS
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PAGE
FINANCIAL STATEMENTS (Unaudited) 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
Signature 8
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
(Unaudited)
--------------------------------------------------------------------------------
2001 2000
ASSETS:
Investments at contract value:
Fixed income funds $ 71,399,226 $ 66,650,773
Investments, at fair value:
Mutual funds 180,334,761 220,550,954
Common stock 13,774,242 18,153,556
Participant loans 5,278,953 5,327,791
------------ ------------
Total investments 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
============ ============
The accompanying notes are an integral part of these financial statements.
1
PERKINELMER, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2001 AND 2000
(Unaudited)
------------------------------------------------------------------------------------
ADDITIONS: 2001 2000
Investment 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
============= =============
The accompanying notes are an integral part of these financial statements.
2
PERKINELMER, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the PerkinElmer, Inc. Savings Plan (the
"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") 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 can 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 $4,875,897 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
contribution 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 six 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.
3
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 several mutual 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 balance, 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 except for its benefit-responsive investment
contracts, which are valued at contract value. Quoted market prices are
used to value investments. Shares of mutual funds are valued at the net
asset value of shares held by the Plan at year-end. Participant loans are
stated at cost, which approximates fair value.
4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
As of December 31, 2001, the fair value of the benefit-responsive
investment contracts equaled $71,846,630, which was $202,042 higher than
the contract value. In addition, the average yield and crediting interest
rate for the same period was 5.74% and 5.46%, respectively. There was no
valuation reserves assigned to these investment contracts at December 31,
2001.
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 -- Benefit payments to participants are recorded upon
distribution.
EXPENSES--Administrative expenses of the Plan, are paid by either the Plan
or the Plan's 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 Managed Income Portfolio II 57,084,541 33,671,986
During the years ended December 31, 2001 and 2000, the depreciation in
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
------------ ------------
$(39,651,152) $(22,097,761)
============ ============
4. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments ("Fidelity"). Fidelity is the trustee as defined by 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
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 account.
7. PLAN AMENDMENTS
Effective January 1, 2000, the profit sharing and 401(k) plans acquired in
connection with the acquisition of Lumen Technologies, Inc. ("Lumen") were
merged into the Plan and are included in the rollover contributions on the
statements 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"). An
amendment to the Plan provided that employer contributions made to the Plan
on accounts of NEN employees for 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.
******
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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
FIXED INCOME FUND
AIG Financial Products Co American Express Master Trust, 5.93%, maturity 5/15/03 ** $ 2,007,178
AIG Financial Products Co Premier Auto Trust 1998, 5.97%, maturity 6/10/02 ** 592,091
Chase Manhattan Bank Chase Manhattan Bank, 5.73%, maturity 8/15/05 ** 2,014,058
Monumental Life Insurance Monumental Life Insurance Co., 5.33%, maturity 7/15/03 ** 2,069,138
Monumental Life Insurance Monumental Life Insurance Co., 6.11%, maturity 7/15/03 ** 1,192,424
Morgan Guaranty Morgan Guaranty Trust Co., 5.74%, maturity 9/30/03 ** 2,705,623
Rabobank Nederland Rabobank Nederland, 6.79%, maturity 3/15/02 ** 158,139
CDC Financial Products CDC Financial Products, 6.99%, maturity 6/25/02 ** 429,048
Chase Manhattan Bank Chase Manhattan Bank, 6.07%, maturity 9/16/02 ** 838,837
Monumental Life Insurance Monumental Life Insurance Co., 5.69%, maturity 11/25/02 ** 1,029,748
Rabobank Nederland Rabobank Nederland, 4.84%, maturity 9/16/02 ** 1,378,457
* Fidelity Investments Fidelity Managed Income Portfolio II, 6.00% ** 56,984,485
-------------
Total 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 ** 5,278,953
through 2030 -------------
TOTAL INVESTMENTS $ 270,787,182
=============
* Party-in-interest
** Cost information is not required for participant-directed investments and,
therefore, is not included.
7
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Commission Act of
1934, the trustee (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERKINELMER, INC. SAVINGS PLAN
Date: JULY 16, 2002 By: /s/ Robert F. Friel
-------------- ---------------------------------
Robert F. Friel
8