Avantor, Inc. (AVTR) 2021年年度報告「NYSE」.pdf

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1、2021ANNUAL REPORTRelentlessly advancing life-changing scienceWe serve customers across three geographic regions,in four end markets:Avantor 2021 AMERICASB B57%of revenueB B37%of revenueMMM6%of revenue1%Organic revenue growth1 1 1%Organic revenue growth1%Organic revenue growthEUROPEAMEA1 1%Organic re

2、venue growth1b bp p ps s Adjusted EBITDA margin expansion2 2%Adjusted EPS growth1 1MMMM Free cash flowFULL YEARAdvanced Technologies&Applied MaterialsBiopharmaEducation&Government Healthcare1See“Reconciliations of non-GAAP measures”in our annual report on Form 10-K for a discussion and calculation o

3、f non-GAAP measures.2See“Non-GAAP Financial Measures”for a discussion and a calculation of non-GAAP measures.3Based on management estimates.4Based on FY 2021 results.5Management estimate based on pipeline value Jan.2020 vs.Dec.2021.6Management estimate based on open order value Dec.2019 vs.Dec.2021.

4、7Absolute reduction of scope 1 and scope 2 greenhouse gas emissions vs.2019 Well-positioned for growthGHG target reduction7%increase in open orders since 20196x x x xof revenue from proprietary content%deployed for M&A in 2021B B B Bcustomer locations K K KGlobal scale-serving over of Biopharma reve

5、nue4%Bioproduction comprisesincrease in innovation pipeline5x x xExtensive regulatory expertise Master Access Filesof revenue from Biopharma%No single customer represents more than%of our revenueproducts and servicesMMMMMBroad portfolio overGlobal footprint offers extraordinary customer accesstotal

6、addressable market3B B+MICHAEL STUBBLEFIELDPresident and Chief Executive OfficerA message Advancements in science are empowering society to treat some of the most challenging diseases that we face.The potential to achieve scientific breakthroughs has never been greater and Avantor will continue to p

7、lay a critical role.At Avantor,everything that we do is tied to our unique mission of setting science in motion to create a better world.Our business model is grounded in supporting our customers from discovery to delivery,and we are embedded in virtually every stage of the most important research,s

8、cale-up,and manufacturing activities in the industries that we serve.We leverage our comprehensive offering and access to early-stage research to seed content and solutions that are ultimately specified into our customers approved production platforms.We support our customers every step of the way w

9、ith our broad portfolio of products and services,customer-centric innovation model,and world-class supply chain.Thats how Avantor keeps life-changing science moving forward.Despite the challenging operating environment in 2021,we extended our track record of execution with another great year highlig

10、hted by 11.3%organic revenue growth.Compared to our initial guidance,we doubled organic revenue growth and adjusted EPS growth,and nearly quadrupled Adjusted EBITDA margin expansion.The Avantor Business System is the foundation of our ability to execute,and over the last several years,it has enabled

11、 us to transform our business,achieve significant strategic milestones,and deliver outstanding results.In 2021,we completed several investments in our supply chain to increase capacity and expand our footprint to support our continued growth;and we have several more expansions planned for 2022.One a

12、rea of specific emphasis has been scaling our single-use platform that now comprises approximately 45%of our bioproduction revenue,compared to just 20%in 2017.This platform is expected to grow more than 20%annually,and with the recent acquisitions of RIM Bio and Masterflex we now offer a differentia

13、ted end-to-end,single-use fluid management solution.M&A was prominent in 2021,as we deployed more than$4 billion in closing three acquisitions with growth and margin profiles that are approximately two times higher than the existing Avantor portfolio.Given our extraordinary customer access,strong fr

14、ee cash flow,and track record of integration,we serve as a natural aggregator of differentiated life sciences technologies.Through 2025,we expect to have more than$8 billion of M&A capacity to strengthen our offering in areas such as bioproduction,high growth research workflows,and clinical services

15、,while managing our balance sheet within our target leverage range of 2-4 times Adjusted EBITDA.I am encouraged by the momentum we have in our four end markets.Our differentiated value proposition and strong industry fundamentals position us well for continued growth,especially in biopharma where we

16、 derive more than half of our revenue.Our ability to serve our customers from early-phase discovery to delivery enables us to capture benefits throughout the integrated drug development and commercialization process.Importantly,bioproduction now comprises more than 40%of our biopharma revenue and ou

17、r broad range of cGMP materials,including high purity process ingredients,single-use fluid management solutions,highly characterized chromatography resins,and custom excipients,positions us to capture opportunities across all modalities monoclonal antibodies,cell and gene therapy,and mRNA.We recogni

18、ze our immense responsibility to our Avantor investors,associates,customers,suppliers,lenders,and the communities we serve.We made significant progress in 2021 advancing sustainability initiatives,including the release of our inaugural sustainability report,and are committed to progressing our Scien

19、ce for Goodness platform.We look forward to sharing more exciting developments in our 2022 sustainability report.We have a passion for science,for working hand in hand with the worlds leading researchers and scientists,and for solving complex problems.We have demonstrated that we can execute and are

20、 well-positioned for long-term growth.I am extremely proud of our more than 13,500 associates around the world who passionately live our values and serve our customers,and I am confident in our outlook for 2022 and beyond.I hope youre as excited about Avantors future as I am.Thank you for being part

21、 of our journey.“We have a passion for science and for solving complex problems.”*Adjusted EPS reflects the share count of 642.7,the proforma fully diluted share count that was determined immediately following our May 2019 initial public offering.That share count assumes the Mandatory Convertible Pr

22、eferred Stock is converted at the lowest conversion ratio and does not reflect the vesting or exercise of any stock-based awards following the IPO or the incremental shares issued in secondary offerings.Forward-Looking StatementsSee“Cautionary factors regarding forward-looking statements”and“Item 1A

23、:Risk Factors”in the enclosed annual report on Form 10-K for a discussion of risks and uncertainties relating to the forward-looking statements contained herein.Such statements speak only as of the date of this Annual Report and,except to the extent required by applicable law,the Company does not as

24、sume any obligation to update or revise any forward-looking statement,whether as a result of new information,future events or otherwise.Non-GAAP Financial MeasuresAs appropriate,we supplement our results of operations determined in accordance with U.S.generally accepted accounting principles(“GAAP”)

25、with certain non-GAAP financial measurements that are used by management,and which we believe are useful to investors,as supplemental operational measurements to evaluate our financial performance.These measurements should not be considered in isolation or as a substitute for reported GAAP results b

26、ecause they may include or exclude certain items as compared to similar GAAP-based measurements,and such measurements may not be comparable to similarly titled measurements reported by other companies.Rather,these measurements should be considered as an additional way of viewing aspects of our opera

27、tions that provide a more complete understanding of our business.We strongly encourage investors to review our consolidated financial statements in their entirety and not rely solely on any one,single financial measurement.EARNINGS PER SHAREYear ended,December 31(in millions)20212020Diluted earnings

28、(loss)per share(GAAP)$0.85$0.09Dilutive impact of convertible instruments0.040.09Normalization*Fully diluted earnings(loss)per share(non-GAAP)0.890.18Amortization0.450.48Loss on extinguishment of debt0.030.54Net foreign currency loss(gain)from financing activitiesOther stock-based compensation expen

29、seAcquisition-related expenses0.12Integration-related expenses0.030.02Purchase accounting adjustments0.01Restructuring and severance charges0.01Receipt of disgorgement penalty(0.02)Other0.01Income tax benefit applicable to pretax adjustments(0.10)(0.35)Adjusted EPS(non-GAAP)$1.41$0.89Weighted averag

30、e share count(GAAP):Diluted(GAAP)599.6583.4Incremental shares excluded for GAAP 62.962.9Normalization for shares issued in IPO(19.8)(3.6)Share count for Adjusted EPS(non-GAAP)THIS PAGE INTENTIONALLY LEFT BLANKForm 10-KUNITED STATES SECURITIES ANDA AEXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K A

31、NNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31,2021TRANSR RITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from _ to _Commission file number:001-38912Avantor,Inc.(Exact

32、name of registrant as specified in its charter)Delaware82-2758923(State or other jurisdiction ofincorporation or organization)(I.R.S.employer identification no.)Radnor Corporate Center,Building One,Suite 200100 Matsonford RoadRadnor,Pennsylvania 19087(Address of principal executive offices)(zip code

33、)610 386-1700(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbolExchange on which registeredCommon stock,$0.01 par valueAVTRNew York Stock Exchange6.250%Series A Mandatory ConvertiblePreferred Stock,$0.01 par v

34、alueAVTR PRANRew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of theSecurities Act.Yes NoIndicate by check mark if the registrant is not required to file reports pursua

35、nt to Section 13 or Section15(d)of the Act.Yes NoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter periodthat the registrant was required to file su

36、ch reports),and(2)has been subject to such filing requirementsfor the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during thepreceding 1

37、2 months(or for such shorter period that the registrant was required to submiut such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“l

38、arge accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growthcompany”in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company Emerging growth companyIndicate by check mark whether the registrant has file

39、d a report on and attestation to its managementsassessment of the effectiveness of its internal control over financial reporting under Section 404(b)of theSarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issuedits audit report.If an emerging growth company

40、,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule

41、R R12b-2 of theExchange Act).Yes NoThe aggregate market value of common stock held by our non-affiliates at June 30,2021 was$20,730,129,607.On January 28,2022,609,968,096 shares of common stock,$0.01 par value per share,were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of our definitive p

42、roxy statement for our 2022 annual meeting of stockholders will be filed withthe SEC on or before 120 days after our 2021 fiscal year-end and are incorporated by reference into PartIII of this report.Avantor,Inc.and subsidiariesForm 10-K for the fiscal year ended December 31,2021Table of contentsPag

43、eGlossary y.iCautionary factors regarding forward-looking statementsyggg.ivPART IItem 1.Business.1Item 1A.Risk factors.9Item 1B.Unresolved staff comments.23Item 2.Propertiesp.23Item 3.Legal proceedingsgpg.26Item 4.Mine safety disclosuresy.26Information about our executive officers27PART IIItem 5.Mar

44、ket for registrants common equity,related stockholder matters and issuergqy,purchases of equity securitiespqy.29Item 6.Reserved.31Item 7.Managements discussion and analysis of financialf fcondition and results of operationsgyp31Item 7A.Quantitative and qualitative disclosures about market riskQq.45I

45、tem 8.Financial statements and supplementary datappy.46Item 9.Changes in and disagreements with accountants on accounting and financialgggdisclosure.46Item 9A.Controls and proceduresp.47Item 9B.Other information.49Item 9C.Disclosure regarding foreign jurisdictions that prevent inspectionsggg jpp.49P

46、ART IIIItem 10.Directors,executive officers and corporate governance,pg.49Item 11.Executive compensationp.49Item 12.Security ownership of certain beneficial owners and management and relatedypgstockholder matters.49Item 13.Certain relationships and related transactions,and director independencep,p.5

47、0Item 14.Principal accountant fees and servicesp.50PART IVItem 15.Exhibits and financial statement schedules.50Item 16.Form 10-K summary y.55iGlossarywe,us,our.Avantor,Inc.and its subsidiaries.2019 Plan.the Avantor,Inc.2019 Equity Incentive Plan,a stock-based compensationplan.Adjusted EBITDA.our ear

48、nings or loss before interest,taxes,depreciation,amortization andcertain other adjustments.AMEA.Asia,Middle-East and Africa.AOCI.accumulated other comprehensive income or loss.BIS.the Bureau of Industry and Security.CERCLA.the Comprehensive Environmental Response Compensation and LiabilityAct.cGMP.C

49、urrent Good Manufacturing Practice.COVID-19.Coronavirus disease of 2019.double-digit.greater than 10%.DDTC.Directorate of Defense Trade controls.DEA.Drug Enforcement Administration.DHHS.Department of Health and Human Service.EMA.European Medicines Agency.EPA.the U.S.Environmental Protection Agency.E

50、RP.enterprise resource planning system.EU.European Union.EURIBOR.the basic rate of interest used in lending between banks on the EuropeanUnion interbank market.FASB.the Financial Accounting Standards Board of the United States.FCPA.the United States Foreign Corrupt Practices Act.FDA.United States Fo

51、od and Drug Administration.GAAP.United States generally accepted accounting principles.GDPR.the General Data Protection Regulation.Goldman Sachs.an investment banking firm and its affiliates.high single-digit.7-9%.ICH Q7.the International Council forf fHarmonisation of Technical Requirements forPhar

52、maceuticals for Human Use-Good Manufacturing PracticeGuidance for Active Pharmaceutical Ingredients.IPO.initial public offering.DescriptioniiISO.International Organization for Standardization or international equivalents.ITAR.the International Traffic In Arms Regulations.JCPS.Junior Convertible Pref

53、erred Stock.LIBOR.the basic rate of interest used in lending between banks on the Londoninterbank market.Long Term.period other than Short Term.low single-digit.1-3%.M&A.Mergers and Acquisitions.MCPS.6.250%Series A Mandatory Convertible Preferred Stock.mid single-digit.4-6%.NAV.Net Asset Value.New M

54、ountain Capital.a private equity investor and its affiliates.NuSil.NuSil Acquisition Corp,NuSil Investments LLC and subsidiaries,abusiness organization with which we merged in 2016.NuSil Investors.NuSil LLC and NuSil 2.0 LLC,former owners of NuSil that are controlledby its former management.NYSE.the

55、 New York Stock Exchange.OEM.original engineering manufacturers.OFAC.the U.S.Department of The Treasurys Office of Foreign Assets Control.OSHA.the U.S.Occupational Safety&Health Administration.PPE.personal protective equipment.PSP Investments.a pension investment manager and its affiliates.RSU.restr

56、icted stock unit.SAR.stand alone appreciation right.SEC.the United States Securities and Exchange Commission.SG&A expenses.selling,general and administrative expenses.Short Term.period less than a year fromf fthe reporting date.specialty procurement.product sales related to customer procurement serv

57、ices.VWR.VWR Corporation and its subsidiaries,a company we acquired inNovember 2017.DescriptioniiiCautionary factors regarding forward-looking statementsThis report contains forward-looking statements.All statements other than statements of historical factincluded in this report are forward-looking

58、statements.Forward-looking statements discuss our currentexpectations and projections relating to our financial condition,results of operations,plans,objectives,future performance and business.These statements may be preceded by,followed by or include the words“aim,”“anticipate,”“believe,”“estimate,

59、”“expect,”“forecast,”“intend,”“likely,”“outlook,”“plan,”“potential,”“project,”“projection,”“seek,”“can,”“could,”“may,”“should,”“would,”“will,”thenegatives thereof and other words and terms of similar meaning.Forward-looking statements are inherently subject to risks,uncertainties and assumptions;the

60、y are notguarantees of performance.You should not place undue reliance on these statements.We have basedthese forward-looking statements on our current expectations and projections about future events.Although we believe that our assumptions made in connection with the forward-looking statements are

61、reasonable,we cannot assure you that the assumptions and expectations will prove to be correct.You should understand that the following important factors,in addition to those discussed under Item 1A,“Risk Factors,”could affect our future results and could cause those results or other outcomes to dif

62、fermaterially from those expressed or implied in our forward-looking statements:disruptions to our operations;competition from other industry providers;our ability to implement our growth strategy;our ability to anticipate and respond to changing industry trends;adverse trends in consumer,business,a

63、nd government spending;our dependence on sole or limited sources for some essential materials and components;our ability to successfully value and integrate acquired businesses;our products satisfaction of applicable quality criteria,specifications and performance standards;our ability to maintain o

64、ur relationships with key customers;our ability to maintain our relationships with distributors;our ability to maintain consistent purchase volumes under purchase orders;our ability to maintain and develop relationships with drug manufacturers and contractmanufacturing organizations;the impact of ne

65、w laws,regulations,or other industry standards;changes in the interest rate environment that increase interest on our borrowings;ivadverse impacts from currency exchange rates or currency controls imposed by any governmentin major areas where we operate or otherwise;our ability to implement and impr

66、ove processing systems and prevent a compromise of ourinformation systems;our ability to protect our intellectual property and avoid third-party infringement claims;exposure to product liability and other claims in the ordinary course of business;our ability to develop new products responsive to the

67、 markets we serve;the availability of raw materials;our ability to source certain of our products from certain suppliers;our ability to contain costs in an inflationary environment;our ability to avoid negative outcomes related to the use of chemicals;our ability to maintain highly skilled employees

68、;our ability to maintain a competitive workforce;adverse impact of impairment charges on our goodwill and other intangible assets;fluctuaf ftions and uncertainties related to doing business outside the United States;our ability to obtain and maintain required regulatory clearances or approvals may c

69、onstrain thecommercialization of submitted products;our ability to comply with environmental,health and safety laws and regulations,or the impact ofany liability or obligation imposed under such laws or regulations;our indebtedness could adversely affect our financial condition and prevent us from f

70、ulfilling ourdebt or contractual obligations;our ability to generate sufficient cash flows or access sufficient additional capital to meet our debtobligations or to fund our other liquidity needs;andour ability to maintain an adequate system of internal control over financial reporting.All forward-l

71、ooking statements attributable to us or persons acting on our behalf are expressly qualified intheir entirety by the foregoing cautionary statements.In addition,all forward-looking statements speakonly as of the date of this report.We undertake no obligations to update or revise publicly any forward

72、-looking statements,whether as a result of new information,future events or otherwise other than asrequired under the federal securities laws.vTHIS PAGE INTENTIONALLY LEFT BLANKPART IItem 1.BusinessEverything we do is tied to our mission of setting science in motion to create a better world.As a glo

73、ballife sciences leader,we keep life-changing science moving forward.We are a leading global provider of mission-critical products and services to customers in the biopharma,healthcare,education&government,and advanced technologies&appliaed materials industries.Ourbusiness model is grounded in suppo

74、rting our customers from breakthrough discovery to agile deliveryand Avantor is embedded in virtually every sr rtage of the most important research,scale-up andmanufacturing activities in the industries we serve.We serve as a one-stop shop,providing scientists all they need to conduct their research

75、:materials&consumables,equipment&instrumentation and services&specialty procurement.Our customer-centricinnovation model enables us to provide solutions for some of the most demanding applications,and weleverage our comprehensive offering and access to early-stage research to seek content and soluti

76、ons thatultimately become specified into our customers approved production platforms.Our broad portfolio ofproducts and services,fully integrated business model and world class supply chain enable us to supportour customers journey every step of the way.We have a number of distinctive capabilities t

77、hat set Avantor apart from other companies in our space.For example,our global footprint offers extraordinary customer access,enabling us to serve more than225,000 customer locations in more than 180 countries around the world.Our 117-year legacy began in 1904 with the founding of the J.T.Baker Chem

78、ical Company.In 2010,wewere acquired by New Mountain Capital from Covidien plc.Since then,we have expanded through aseries of large acquisitions across the globe.In 2016,we merged with NuSil,a leading supplier of high-purity silicone products for the medical device and aerospace industries that was

79、founded in 1985.In2017,we acquired VWR,a global manufacturer and distributor of laboratory and production products andservices founded in 1852 that now serves as our e-commerce platform for our customers.InJune 2021,we acquired RIM Bio,a leading China-based manufacturer of single-use bioprocess bags

80、 and assembliesfor biopharmaceutical manufacturing applications.That same month,we also acquired Ritter GmbH andits affiliates,a fastf fgrowing manufacturer of high-quality robotic and liquid handling consumables used ina variety of molecular screening and diagnostic applications.In November 2021,we

81、 acquired theMasterflex bioprocessing business of Antylia Scientific.Masterflex is a leading global manufacturer ofperistaltic pumps and aseptic single-use fluid transfer technologies.Avantor,Inc.was incorporated in Delaware in May 2017 in anticipation of the VWR acquisition.Wecompleted our initial

82、public offering through Avantor,Inc.and listed its shares on the New York StockExchange in May 2019.1Business segmentsWe report financial results in three geographic segments based on customer location:the Americas,Europe and AMEA.The following chart presents the approximate mix of net sales for eac

83、h of thosesegments during 2021:Americas57%Europe 36%AMEA 7%Within each of our geographic segments,we sell materials&consumables,equipment&instrumentationand services&specialty procurement to customers in the biopharma,healthcare,education&governmentand advanced technologies&applaied materials indust

84、ries.We work with customers across thesesophisticated,science-driven industries that require innovation and adherence to the most demandingtechnical and regulatory requirements.The following charts present the approximateamix of net sales foreach of these groups during 2021:Product groupProprietarym

85、aterials&consumables37%Third-partymaterials&consumables38%Services&specialtyprocurement12%Equipment&instrumentation13%Customer groupBiopharma 51%Healthcare 10%Education&government14%Advancedtechnologies&appliedmaterials 25%2Products and servicesOur portfolio includes a comprehensive range of product

86、s and services that allows us to create customizedand integrated solutions for our customers.These products and services enable our customers to achieveprecise analytical results in their research,diagnostic,and quality assurance and quality control activities.Approximately 85%of our net sales were

87、from product and service offerings that we consider to berecurring in nature.Our products and services are as follows:Materials&consumables include ultra-high purity chemicals and reagents,lab products andsupplies,highly specialized formulatedf fsilicone materials,customized excipients,customizedsin

88、gle-use assemblies,process chromatography resins and columns,analytical sample prep kitsand education and microbiology and clinical trial kits,peristaltic pumps and fluid handling tips.Some of these are proprietary products that we make while others are produced by third parties;Equipment&instrument

89、ation include filtration systems,virus inactivation systems,incubators,analytical instruments,evaporators,ultra-low-temperature freezers,biological safety cabinets andcritical environment supplies;andServices&specisalty procurement include onsite lab and production,clinical,equipment,procurement and

90、 sourcing and biopharmaceutical material scale-up and development services.In aggregate,we provide approximately six million products and services,including high value specialtyproducts developed to exacting purity and performance specifications.Our proprietary brands have beenspecified and trusted

91、for decades.Our e-commerce platform makes it easy for customers to do businesswith us and enables digital marketing efforts that position us to capture new demand.All of ourcapabilities are underpinned by our Avantor Business System which drives execution and continuousimprovement.We manufacture pro

92、ducts that meet or exceed the demanding requirements of ourcustomers across a number of highly-regulated industries.Our high-purity and ultra-high purity products,such as our J.T.Baker brand chemicals,are trusted by life sciences and electronic materials customersaround the world and can be manufact

93、ured at purity levels as stringent as one part-per-trillion.Similarly,our NuSil brand of high-purity,customized silicones has been trustr red for more than thirty years byleading medical device manufacturers and aerospace companies.Each day,our onsite service associates work side-by-side with our cu

94、stomers to support their workflows.Our traditional service offerings focus on the needs of laboratory scientists and include procurement,logistics,chemical and equipment tracking and glassware autoclaving.In addition,we offer morecomplex and value-added scientific research support services such as D

95、NA extraction,bioreactorservicing,clinical and biorepository services and compound management.We deliver these services inpart through over 1,600 associates who are co-located with customers,working side-by-side with theirscientists every day.CustomersWe benefit from longstanding customer relationsh

96、ips,and approximately 38%of our 2021 net sales camefrom customers that have had relationships with us for 15 years or more.We also have a diverse customerbase with no single end customer comprising more than 4%of net sales.3SuppliersWe sell proprietary products we make and third-party products sourc

97、ed from a wide variety of productsuppliers located across the globe.Our supplier relationships are based on contracts that vary ingeographic scope,duration,product and service type,and some include exclusivity provisions.Thoserelationships may include distribution,sales and marketing support as well

98、 as servicing of instrumentsand equipment.Many of our supplier relationships have been in place for more than twenty years.Sales channelsWe reach our customers throughout the Americas,Europe and AMEA via a well-trained global salesforce,comprehensive websites and targeted catalogs.Our sales force is

99、 comprised of approximately 3,700sales and sales support professionals,including over 180 sales specialists selected for their in-depthindustry and product knowledge.Our sales professionals include native speakers for each of the countriesin which we operate,allowing us to have high impact interacti

100、ons with our customers across the globe.Our e-commerce platform plays a vital role in how we conduct business with our customers.In 2021,approximately 73%of our transactions came from our digital channels.Our websites utilize searchanalytics and feature personalized search tools,customer specific we

101、b solutions and enhanced data thatoptimize our customers online purchasing experience and better integrate our customers processes withour own.Our websites are designed to integrate acquisitions,drive geographical expansion and servesegmented market needs with ease.InfrastructureWe have more than 20

102、0 facilities strategically located throughout the globe that include manufacturing,distribution,service,research&technology and sales centers.We operate over 30 global manufacturing facilities,including 16 facilities that are cGMP compliant and13 facilities that have been registered with the FDA or

103、comparable foreign regulatory authorities.Ourfacilities are strategically located in North America,Europe and the AMEA region to facilitate supplychain efficiency and proximity to customers.Our manufacturing capabilities include:(i)an ability toquickly change specifications depending on customer nee

104、ds;(ii)our flexible unit operations,which allowfor production scalability,from laboratoryapre-clinical development to large-volume commercialization;(iii)proprietary purification technologies designed to ensure lot-to-lot consistency through ultra-lowimpurity levels;(iv)rigorous analytical quality c

105、ontrol testing;and(v)robust regulatory and qualitycontrol procedures.Our global network of distribution centers gives our customers security of supply andreal-time flexibilitf fy,as we can reach the majority of them within 24 hours.We also have 12 innovationcenters that enable extensive collaboratio

106、n and customization,critical elements for serving highlyregulated,specification-driven applications.Information technologyWe have a highly automated suite of ERP systems that promote standardization and provide businessinsight.Our global web infrastructure provides seamless integration with our cust

107、omers and suppliers.These ERP platforms support rapid development and deployment of enhancements so that we mayquickly adapt to meet the technology needs of our customers and seamlessly integrate new acquisitions.We have made significant investments to implement common ERP and online platforms that

108、enhance thecustomer experience and employ network and data security architecture.4CompetitionWe operate in a highly competitive environment with a diverse and fragmented base of competitors,manyof whom focus on specific regions,customers,and/or segments.We focus on service and delivery,breadth of pr

109、oduct line,customization capabilities,price,customer support,online capabilities and theability to meet the special and local needs of our customers.Competition is driven not only by the product quality and purity across industries we serve,but also bythe adaptability of the supplier as a developmen

110、tal and commercial partner.We rely on our scale,expertise,deep customer access,depth of product and value-added service offerings,marketing strategiesand sales force,acquisition strategy,financial profile and management team to deliver superior solutionsto our customers and provide extensive market

111、channel access to our suppliers.SustainabilityOur responsibility to improve the world through science is not one that we take lightly.We are committedto measurable sustainability actions that will create a positive impact on the environment and society.OurScience for Goodness sustainability platform

112、 enhances our framework for creating long-term value byembedding sound environmental,social and governance practices into our business strategy.The platformalso enables us to continually measure and report progress against four key commitment pillars.We havealigned our pillars with several of the Un

113、ited Nations Sustainable Development Goals where we believewe can have a positive impact forf four business and stakeholders.By providing sustainable products and services as well as transparent information and reporting,we alsostrive to support our customers in achieving their sustainability goals.

114、Our sustainability is reflected in ourpeople,the products we create,the transformative services we provide,and the integrity with which weserve our shareholders,business partners,suppliers,customers,and communities.We are deeplycommitted to our global sustainability efforts and keenly aware of the w

115、ork ahead of us in this area.Employees and human capital resourcesOur success depends on our ability to attract,retain and motivate highly qualified and diverse talent.Asof December 31,2021,we had approximately 13,500 employees located in over 30 different countries ina variety of roles.Approximatel

116、y 5,850 of our associates were employed in the United States,and theremainder were employed outside of the United States.We believe that our relations with our employeesare good.As of December 31,2021,approximatealy 6%of our employees in North America wererepresented by unions,and a majority of our

117、employees in Europe were represented by workers councilsor unions.We compete in the highly competitive life sciences industry.Attracting,developing andretaining talented people in technical,marketing,sales,research and other positions is crucial to executingour strategy and our ability to compete ef

118、fectively.Our ability to recruit and retain such talent depends ona number of factors,including a positive work environment and culture,compensation and benefits,talentdevelopment and career growth and opportunities,and protecting the health,safety and well-being of ourassociates.To that end,we inve

119、st in our associates in order to be an employer of choice with limitlessopportunity.Avantor 2021 WorkforceOur associates reflect the communities in which we live and work,the customers we serve,and possess abroad range of thought and experiences that have helped Avantor achieve our goal of setting s

120、cience inmotion to create a better world.5Peopleo&cultureOur values give our associates a foundationf ffor how we want to work together.Innovation,Customer-centricity,Accountability,Respect,and Excellence are the building blocks of our company culture andsend a strong message to our associates,custo

121、mers,suppliers,stockholders and communities:ICARE.Inaddition,our executive leaders serve as sponsors of our associate-centric teams(ACTs)in support of ourdiversity and inclusion initiatives.ACTs are employee resource groups that bring associates together andfoster inclusion based on common interests

122、,backgrounds and characteristics.Compensation and benefitsWe are committed to rewarding,supporting and developing the associates who make it possible to deliveron our strategy.To that end,we offer a comprehensive total rewards program aimed at the varying health,home-life and financial needs of our

123、diverse and global associates.Our total rewards package includesmarket-competitive pay,broad-based stock grants and bonuses,healthcare benefits,retirement savingsplans,an employee stock purchase plan,paid time off and family leave,flexible work schedules,access towellness programs,free physicals and

124、 flu vaccinations,and an Employee Assistance Program and othermental health services.Growth and developmentWe invest significant resources to develop talent with the right capabilities to deliver the growth andinnovation needed to support our strategy.We offer associates and their managers a number

125、of tools tohelp in their personal and professional development,including career development plans,mentoringprograms and in-house learning opportunities.These programs are underpinned by the Avantor BusinessSystem,which drives excellence in people,processes and problem solving.These consistent leanle

126、adership practices empower associates to continuously improve and add value to our operations andcustomer solutions.We have aligned our performance management system through which 100%of ourassociates receive annual performance reviews,to support our culture of feedback to increase the focus onconti

127、nuous learning and development.Health,safety and well-beingWe are committed to protecting the health,safety and well-being of our associates.Our approach involvesenvironment,health and safety professionals and process engineers who identify risks and implementbehavioral solutions to prevent accident

128、s before they occur.A robust auditing program is in place at everyfacf fility to ensure that we measure performance and drive continuous improvement.Our core areas offocus include compliance with regulatory and international requirements,active monitoring of regulatoryagencies for changing requireme

129、nts,partnering with operational leaders to meet Environment,Health&Safety(EH&S)requirements,and promoting effective communication throughout the organization.Impact of COVID-19The evolving COVID-19 pandemic had a significant impact on our human capital management in 2021,and we continued to be vigil

130、ant in our response by following precautionaprecautiona yry safetysafety guidanceguidance f fromdiblcrediblehl hhealth agenciesagencieshsuch as h the Wo ldrldl hHealth OrganizationOrganization()(WHO),Centers f foriDiseaselControldandiPrevention()(CDC)dand European Centre f foriDiseaseiPreventiondand

131、lControl()(ECDC).A majority of ourworkforce worked remotely during some portion of the year.In our facilities where essential workerscontinued to work on-site,we continued or enhanced safety protocols and procedures to mitigate thespread of COVID-19.In addition,we offered associates a number of expa

132、nded benefits,including6providing up to 10 additional days of paid time off if required to quarantine or otherwise experiencingsymptoms of COVID-19,expanding access to no cost individual counseling sessions and virtual supportgroups under our employee assistance programs,hosting virtual wellness eve

133、nts and waivingtelemedicine co-pays for all visits in 2021.Despite the effects of the pandemic,the size of our workforceremained steady in 2021 and we were able to avert employee layoffs related to the pandemic.Intellectual propertyWe rely on intellectual property rights,nondisclosure and other cont

134、ractual provisions and technicalmeasures to protect our offerings,services and intangible assets.Much of our intellectual property isknow-how and asset configurations that we treat as trade secrets.These proprietary rights are important toour ongoing operations.In some instances,we may license our t

135、echnology to third parties or may elect tolicense intellectual property from others.We have applied in the United States and certain foreigncountries for registration of a number of trademarks,service marks and patents,some of which have beenregistered and issued.We also hold common law rights in va

136、rious trademarks and service marks.Otherthan our Avantor,VWR,J.T.Baker,NuSil and Masterflex trademarks,we do not consider any particularpatent,trademark,license,franchise or concession to be material to our overall business.SeasonalityOur business is not seasonal,but some of our proprietary products

137、 have exhibited cyclical customerdemand in prior periods.We believe that this is caused by factors unique to those particular productmarkets such as customer manufacturing schedules,inventory levels in the supply chain and governmentapproval processes.As a result,we may see fluctuations across perio

138、ds as the timing of our customersdemand for these products may change.Government contractsWe conduct business with various government agencies and government contractors.As such,we aresubject to certain laws and regulations applicable to companies doing business with the government,aswell as with th

139、ose concerning government contracts.Failure to address or comply with these laws andregulations could harm our business by leading to a renegotiation of profits or termination of the contractat the election of the government agency.We believe we are in compliance in all material respects withsuch la

140、ws and regulations,and no government contract is of such a magnitude as to have a materialadverse effect on our financial results.Government regulationOur facilities that engage in the manufacturing,packaging,distribution and other biopharmaceutical andbiomaterials product lines,as well as many of o

141、ur products themselves,are subject to extensive ongoingregulation by U.S.governmental authorities,the EMA and other global regulatory authorities.Certain ofour subsidiaries are required to register with these agencies,or to apply for permits and/or licenses with,and must comply with the operating,cG

142、MP,quality and security standards of applicable domestic andforeign regulators,including the FDA,the DEA,the Bureau of Alcohol,Tobacco,Firearms andExplosives,DHHS,the equivalent agencies of European Union member states,and comparable foreign,state and local agencies,as well as various accrediting bo

143、dies,each depending upon the type of operationand the locations of storage or sale of the products manufactured or services provided by thosesubsidiaries in the event of noncompliance.7In order to maintain certain certifications of quality and safety standards for our manufacturing facilitiesand ope

144、rations,we must comply with numerous regulatory systems,standards,guidance and otherrequirements,as appropriate,including,but not limited to,ICH Q7,the guidelines of the InternationalPharmaceutical Excipients Council,European in vitro diagnostic medical device directives,United StatesPharmacopeia/Na

145、tional Formulary,as well as the European,British,Japanese,Indian and ChinesePharmacopeia,the Food Chemicals Codex and controlled substances regulations.In addition,our operations,and some of the products we offer,are subject to a number of complex andstringent laws and regulations governing the prod

146、uction,handling,transportation and distribution ofchemicals,drugs and other similar products.We are subject to various federal,state,local,foreign andtransnational laws,regulations and recommendations,both in the United States and abroad,relating tosafe working conditions,good laboratory and distrib

147、ution practices,and the safe and proper use,transportation and disposal of hazardous or potentially hazardous substances.In addition,U.S.andinternational import and export laws and regulations,including those enforced by the U.S.Departments ofCommerce,State and Treasury,OFAC and BIS,require us to ab

148、ide by certain standards relating to thecross-border transit of finished goods,raw materials and supplies and the handling of related information.Our logistics activities must comply with the rules and regulations of the Department of Transportation,Department of Homeland Security,Department of Comm

149、erce,Department of Defense,and the FederalAviation Administration and similar foreign agencies.We are also subject to various other laws andregulations concerning the conduct of our foreign operations,including the FCPA and other anti-briberylaws as well as laws pertaining to the accuracy of our int

150、ernal books and records.The costs associated with complying with the various applicable federal,state,local,foreign andtransnational regulations could be significant,and the failuref fto comply with such legal requirementscould have an adverse effect on our reputation,results of operations and finan

151、cial condition.See Item 1A,“Risk factorsRisks related to regulation.”We are subject to audits by the FDA and other similar foreignregulatory bodies.To date,we have had no instances of noncompliance that have had a material impacton our operations.In addition to the regulations described above,aas pa

152、rt of our aerospace and military offerings,we areregistered with the DDTC as a manufacturer and exporter of goods controlled by ITAR,and we aresubject to strict export control and prior approval requirements related to these goods.In connection withour NuSil brand products,we have one ITAR site regi

153、stration and one ITAR product registration,and wemaintain control systems which enable ITAR compliance.With respect to our electronics materialsproducts,we adhere to applicableaindustry guidelines which set stringent quality criteria for our products,and we are subject to import and export regulatio

154、ns and other restrictions regarding the safe use of theseproducts as well.Environmental mattersWe are subject to various laws and governmental regulations concerning environmental,safety and healthmatters,including employee safety and health,in the United States and other countries.U.S.federalenviro

155、nmental legislation that affectsf fus includes the Toxic Substances Control Act,the ResourceConservation and Recovery Act,the Clean Air Act,the Clean Water Act,the Safe Drinking Water Act,and CERCLA.These laws and regulations govern,among other things,air emissions,wastewaterdischarges,the use,handl

156、ing and disposal of hazardous substances and wastes,soil and groundwatercontamination and the general health and safety of our associates and the communities in which weoperate.We are also subject to regulation by OSHA concerning employee safety and health matters.The8EPA,OSHA,and other federal and

157、foreign or local agencies have the authority to promulgate regulationsthat may impact our operations.Under CERCLA,and analogous statutes in local and foreignf fjurisdictions,current and former owners andoperators of contaminated land are strictly liable for the investigation and remediation of the l

158、and and fornatural resource damages that may result from releases of hazardous substances at or from the property.Liability under CERCLA and analogous laws is strict,unlimited,joint,several,retroactive,may beimposed regardless of fault and may relate to historical activities or contamination not cau

159、sed by thecurrent owner or operator.It is possible that facilities that we acquire or have acquired may expose us toenvironmental liabilities associated with historical site conditions that have not yet been discovered.In addition to the fedf feral environmental laws that govern our operations,vario

160、us states have beendelegated certain authority under the aforementionedf ffederal statutes as well as having authority overthese matters under state laws.Many state and local governments have adopted environmental andemployee safety and health laws and regulations,some of which are similar to federa

161、l requirements.A number of our operations involve,in varying degrees,the handling,manufacturing,use or sale ofsubstances that are or could be classified as toxic or hazardous materials within the meaning of applicablelaws.Consequently,some risk of environmental harm is inherent in our operations and

162、 products,as it iswith other companies engaged in similar businesses.For additional information about environmentalmatters,see note 13 to our audited financial statements beginning on page F-1 of this report.Available informationWe file or furnish annual,quarterly and current reports,proxy statement

163、s and other documents with or tothe SEC.The public can obtain any documents that we file with or furnish to the SEC at www.sec.gov.You may also access our press releases,financial information and reports filed with or furnished to theSEC through our own website at .Copies of any documents on our web

164、sitemay be obtained free of charge,and reports filed with or furnished to the SEC will be available as soon asreasonably practicable afterf fthey are filed with or furnished to the SEC.The information found on ourwebsite is not part of this or any other report filed with or furnished to the SEC.Item

165、 1A.Risk factorsRisks related to our business and our industryThe COVID-19 pandemic has adversely impacted,and continues to pose risks to,our business,operating results,cash flows and/or financial condition,the nature and extent of which could bematerial.The COVID-19 pandemic has adversely affected

166、global economies,financial markets and the overallenvironment in which we do business,and the extent to which it may impact our future results ofoperations and overall financial performance remains uncertain.Many countries including the UnitedStates implemented measures such as quarantine,shelter-in

167、-place,curfew,travel and activity restrictionsand similar isolation measures,including government orders and other restrictions on the conduct ofbusiness operations.These measures resulted in significant and unpredictable reductions or increases indemand for certain of our offerings.We experienced,a

168、nd may again experience,a decline in salesactivities and customer orders in certain elements of our businesses,including our education&government and healthcare customer groups.The COVID-19 pandemic has also impacted our supply9chain as we experienced disruptions or delays in shipments of certain ra

169、w materials used in the productswe manufacture and in the finished goods that we sell globally.It is uncertain how materially COVID-19will affect our global operations generally if these impacts persist,worsen or re-emerge over an extendedperiod of time.Moreover,any actions we take in response to an

170、y improvements in conditions may alsovary widely by geography and by business and will likely be made with incomplete information;pose therisk that such actions may prove to be premature,incorrect or insufficient;and could have a material,adverse impact on our business,operating results,cash flows a

171、nd/or financial condition.Further,in connection with the global outbreak and spread of COVID-19 and in an effort to increase thewider availability of needed medical and other supplies and products,we have been required to allocatecertain products(for example pursuant to the U.S.Defense Production Ac

172、t)in a way that adverselyaffects our regular operations and financial results,results in differential treatment of customers and/oradversely affects our reputation and customer relationships.Due to changes in COVID-19 infection rates regionally,nationally and globally,rapidly changinggovernmental di

173、rectives,public health challenges and economic disruption and the duration of theforegoing,the potential impact that COVID-19 could have on the other Risk Factors described in this“Risk Factors”section remains unclear.We refer you to“Managements Discussion and Analysis of Financial Condition and Res

174、ults ofOperations”for a more detailed discussion of the potential impact of the COVID-19 pandemic andassociated economic disruptions,and the actual operational and financial impacts that we haveexperienced to date.Significant interruptions in our operations could harm our business,financial conditio

175、nt tand results ofoperations.Manufacturing,distribution,service and logistics problems can and do arise,and any such problems couldhave a significant impact on our operating results.Accordingly,any significant disruptions to theoperations of our manufacturing or distribution centers or logistics pro

176、viders for any reason,includinglabor relations issues,power interruptions,severe weather,fire or other circumstances beyond our controlcould cause our operating expenses to increase without coverage or compensation or seriously harm ourability to fulfill our customers orders or deliver products on a

177、 timely basis,or both.We must alsomaintain sufficient production capacity in order to meet anticipated customer demand,which carries fixedf fcosts that we may not be able to offset if orders slow,which would adversely affect our operatingmargins.If we are unable to manufacture our products consisten

178、tly,in sufficient quantities,and on atimely basis,our net sales,gross margins and our other operating results will be materially and adverselyaffected.Prompt shipment of our products is also very important to our business.We have experiencedproblems,both as a result of the COVID-19 pandemic and othe

179、rwise with or delays in,our production,shipping and logistics capabilities that resulted in delays in our ability to ship finished products,and therecan be no assurance that we will not encounter such problems in the future.If we experience significantdelays in our manufacturing,shipping or logistic

180、s processes,we could damage our customer relationships,cause disruption to our customers and adversely affect our business,financial condition and operatingresults.10We compete in highly competitivet tmarkets.Failure to compete successfully could adversely affect ourbusiness,financial condition and

181、results of operations.We face competition across our products and the markets in which we operate.We compete on severalfronts,both domestically and internationally,including competing with other companies that providesimilar offerings.Competition is driven by proprietary technologies and know-how,ca

182、pabilities,consistency of operational performance,quality,supply chain control,price,value and speed.Ourcompetitors range from regional companies,which may be able to more quickly respond to customersneeds because of geographic proximity,to large multinational companies,which may have greaterfinanci

183、al,marketing,operational and research and development resources than we do.Such greaterresources may allow our competitors to respond more quickly with new,alternative or emergingtechnologies.In addition,consolidation trends in the biopharma and healthcare industries have served to create fewercusto

184、mer accounts and to concentrate purchasing decisions for some customers,resulting in increasedpricing pressures.The entry into the market by manufacturers in low-cost manufacturing locations alsocreates increased pricing and competitive pressures,particularly in developing markets,which mayimpede ou

185、r goal to grow in those markets.Failure to anticipate and respond to competitors actions mayadversely affect our results of operations and financial condition.It may be difficult for us to implement our strategies forf fimproving growth.We plan to continue expanding our commercial sales operations a

186、nd scope and complexity of ourbusiness both domestically and internationally,while maintaining our commercial operations andadministrative activities.For example,we intend to pursue the followingf fgrowth strategies:(i)increaseintegration of our products and services into customers workflows;(ii)dev

187、elop new products andservices;(iii)expand in geographies expected to have outsized growth;(iv)continue to enhance ourglobal online platform;(v)increase commercial excellence and operational efficiency to drive marginexpansion;and(vi)pursue strategic acquisitions to expand our platform.However,our ab

188、ility to manageour business and conduct our global operations while also pursuing the aforementionedf fgrowth strategiesrequires considerable management attention and resources and is subject to the challenges of supporting arapidly growing business in an environment of multiple languages,cultures a

189、nd customs,legal andregulatory systems,alternative dispute systems and commercial markets.Our failure to implement these strategies in a cost-effective and timely manner could have an adverseeffect on our business,results of operations and financial condition.Part of our growth strategy is to pursue

190、 strategic acquisitions,which will subject us to a vt tariety of risksthat could harm our business.As part of our business strategy,we intend to continue to review,pursue and complete selectiveacquisition opportunities.There can be no assurances that we will be able to complete suitableacquisitions

191、for a variety of reasons,including the identification of,and competition for,acquisitiontargets,the need for regulatory approvals,the inability of the parties to agree to the structure or purchaseprice of the transaction and the inability to finance the transaction on commercially acceptable terms.I

192、naddition,any completed acquisition will subject us to a variety of other risks,including:acquisitions may have an adverse effef f ct on our business relationships with existing or futuresuppliers and other business partners,in particular,to the extent we consummate acquisitions thatvertically integ

193、rate portions of our business;11we may assume substantial actual or contingent liabilities,known and unknown,includingenvironmental liabilities;acquisitions may not meet our expectations of future financial performance;we may experience delays or reductions in realizing expected synergies;we may inc

194、ur substantial unanticipated costs or encounter other problems associated withacquired businesses or devote time and capitalainvestigating a potential acquisition and notcomplete the transaction;we may be unable to achieve our intended objectives for the transaction;andwe may not be able to retain t

195、he key personnel,customers and suppliers of the acquired business.These factors related to our acquisition strategy,among others,could have an adverse effect on ourbusiness,financial condition and results of operations.The customers we serve have and will continue to experience significant industry-

196、related changes thatcould adversely affect our business.Many of the customers we serve have experienced significant industry-related changes in the last severalyears and are expected to continue to experience significant changes,including reductions ingovernmental payments for biopharmaceutical prod

197、ucts,expirations of significant patents,adversechanges in legislation or regulations regarding the delivery or pricing of general healthcare services ormandated benefits,and increased requirements on quality.General industry changes include:development of large and sophisticated group purchasing org

198、anizations and on-line auction sitesthat increase competition for,and reduce spending on,laboratory products;consolidation of biopharmaceutical companies resulting in a rationalization of researchexpenditures;increased regulatory scrutiny over drug production requiring safer raw materials;customers

199、purchasing the products that we supply directly from our suppliers;andsignificant reductions in development and production activities.Some of our customers have implemented,or may in the future implement,certain measures describedabove in an effort to control and reduce costs.The ability of our cust

200、omers to develop new products toreplace sales decreases attributable to expirations of significant patents,along with the impact of otherpast or potential futuref fchanges in the industries we serve,may result in our customers significantlyreducing their purchases of products from us or the prices t

201、hey are willing to pay for those products.While we believe we are able to adapt our business to maintain existing customer relationships anddevelop new customer relationships,if we are unsuccessful or untimely in these efforts,our results ofoperations may suffer.12Our offerings are highly complex,an

202、d,if our products do not satisfy applicable quality criteria,specifications and performancer rstandards,we could experience lost sales,delayed or reducedmarket acceptance of our products,increased costs and damage to our reputation.The high-purity materials and customized solutions we offer are high

203、ly exacting and complex due todemanding customer specifications and stringent regulatory and industry requirements.Our operatingresults depend on our ability to execute and,when necessary,improve our global quality control systems,including our ability to effectively train and maintain our employees

204、 with respect to quality control.Afailure of our global quality control systems could result in problems with facility operations orpreparation or provision of defective or non-compliant products.Nearly all of our products aresubsequently incorporated into products sold to end users by our customers

205、,and we have no control overthe manufacture and production of such products.Our success depends on our customers confidence that we can provide reliable,high-quality products.We believe that customers in our target markets are likely to be particularly sensitive to product defectsand errors.Our repu

206、tation and the public image of our products and technologies may be impaired if ourproducts fail to perform as expected or fail to meet applicable quality criteria,specifications orperformance standards.If our products experience,or are perceived to experience,a material defect orerror,this could re

207、sult in loss or delay of net sales,damaged reputation,diversion of developmentresources,and increased insurance or warranty costs,any of which could harm our business.The loss of a significant number of customers or a reduction in orders from a significant number ofcustomers could reduce our net sal

208、es and harm our operating results.Our operating results could be negatively affected by the loss of revenue from a significant number of ourcustomers,including direct distributors and end users.Though we often include pricing and volumeincentives in our contracts,our customers are generally not obli

209、gated to purchase any fixed quantities ofproducts,and they may stop placing orders with us at any time.If a significant number of customerspurchase fewer of our products,defer orders or fail to place additional orders with us,our sales coulddecline,and our operating results may not meet our expectat

210、ions.In addition,if those customers order ourproducts,but fail to pay on time or at all,our liquidity and operating results could be adversely affected.Our contracts generally do not contain minimum purchase requirements,and we sell primarily on apurchase order basis.Therefore,our sales are subject

211、to changes in demand from our customers,and thesechanges have been material in the past.The level and timing of orders placed by our customers vary for anumber of reasons,including individual customer strategies,the introduction of new technologies,thedesire of our clients to reduce their exposure t

212、o any single supplier and general economic conditions.Ifwe are unable to anticipate and respond to the demands of our clients,we may lose clients because wehave an inadequate supply of raw materials with which to manufacture our products or insufficientcapacity in our sites.Alternatively,we may have

213、 excess inventory or excess capacity.Either of thesefactors may have a material adverse effect on our business,financial position and operating results.We are subject to risks associated with doing business globally,which may harm our business.We have global operations and derive a portion of our ne

214、t sales from customers outside of the UnitedStates.Accordingly,our international operations or those of our international customers could besubstantially affef f cted by a number of risks arising from operating an international business,including:limitations on repatriation of earnings;13taxes on im

215、ports;the possibility that unfriendly nations or groups could boycott our products;general economic and political conditions in the markets where we operate;foreignf fcurrency exchange rate fluctuations;potential changes in diplomatic and trade relationships,such as the United Kingdoms exit fromthe

216、European Union;potential increased costs associated with overlapping tax structures;potential increased reliance on third parties within less developed markets;potential trade restrictions,tariffs and exchange controls;more limited protection for intellectual property rights in some countries;diffic

217、ulties and costs associated with staffing and managing foreign operations;unexpected changes in regulatory requirements;difficulties in complying with a wide variety of foreign laws and regulations;the risk that certain governments may adopt regulations or take other actions that would have adirect

218、adverse impact on our business and market opportunities,including nationalization ofprivate enterprise;violations of anti-bribery and anti-corruption laws,such as the FCPA;violations of economic sanctions laws,such as the regulations enforced by OFAC;longer accounts receivable cycles in certain fore

219、ignf fcountries,whether due to cultural differences,exchange rate fluctuation or other factors;the credit risk of local customers and distributors;limitations on our ability to enforce legal rights and remedies with third parties or partners outsideof the United States;import and export licensing re

220、quirements and other restrictions,such as those imposed by OFAC,BIS,DDTC and comparable regulatory agencies and policies of foreign governments;andchanges to our distribution networks.Changes in exchange rates can adversely affect our net sales,profits and cash flows.A substantial amount of our reve

221、nues are derived fromf finternational operations,and we anticipate that asignificant portion of our sales will continue to come from outside of the United States.in the future.The14revenues we report with respect to our operations outside of the United States may be adversely affectedf fby fluctuati

222、ons in foreign currency exchange rates.Further,we have a substantial amount of Euro denominated indebtedness.Fluctuations in the exchangerate between U.S.dollars and Euros may have a material adverse effect on our ability to repay suchindebtedness.See Item 7A.“Quantitative and qualitative disclosure

223、s about market risk.”Our business depends on our ability to use and access information systems,and any failure tosuccessfully maintain these systems or implement new systems to handle our changing needs couldmaterially harm our operations.We depend on standardized procedures and multiple information

224、 systems,including our online customerportal and distribution and enterprise resource systems,for our operations,customer service and qualityand safety procedures.Furthermore,we rely on information technology systems to process,transmit,storeand protect electronic information,including confidential

225、customer,supplier,employee or other businessinformation.Through our online customer portal,we collect and store confidential information thatcustomers provide in order to,among other things,purchase products and services and register on ourwebsite.We utilize commercially available third-party techno

226、logy solutions,software and software systems withsome proprietary configurations.We also store data using third-party cloud services.Our informationsystems are subject to damage or interruption from power outages,computer and telecommunicationsfailures,computer viruses,security breaches,vandalism,ca

227、tastrophic events,natural disasters,terroristattacks,hackers and other security issues as well as human error.If our information systems are damaged,fail to work properly or otherwise become unavailable,we may incur substantial costs to repair or replacethem,and we may experience a loss of critical

228、information,customer disruption and interruptions ordelays in our ability to perform essential functions and implement new and innovative services.Acompromise of our information systems or those with which we interact could harm our reputation andexpose us to regulatory actions and claims from custo

229、mers and other persons,any of which couldadversely affect our business,financial position and results of operations.The GDPR,which went into effect in the EU on May 25,2018,applies to the collection,use,retention,security,processing,and transfer of personally identifiable information of residents of

230、 countries in theEuropean Economic Area.The GDPR created a range of new compliance obligations and imposessignificant fines and sanctions for violations.Any failure,or perceived failure,by us to comply with the GDPR,or with any applicable regulatoryrequirements or orders,including but not limited to

231、 privacy,data protection,information security,orconsumer protection-related privacy laws and regulations,in one or more jurisdictions within the EU orelsewhere,could:result in proceedings or actions against us by governmental entities or individuals;subject us to significant fines,penalties,and/or j

232、udgments;require us to change our business practices;limit access to our products and services in certain countries,incur substantial costs(even if we ultimatelyprevail)or otherwise adversely affectf four business.Our inability to protect our intellectual property could adversely affect our business

233、.In addition,thirdparties may claim ti ihatt twe infringe their intellectual property,and we could suffer significantlitigation or licensing expenses as a result.We rely on a variety of intellectual property rights,including patents,trademarks,copyrights and tradesecrets,to protect our proprietary t

234、echnology and products.We place considerable emphasis on obtaining15patent or maintaining trade secret protection for significant new technologies,products and processesbecause of the length of time and expense associated with bringing new products and processes throughdevelopment and to the market.

235、We may need to spend significant resources monitoring and enforcing our intellectual property rights andwe may not be able to prove infringement by third parties.Our competitive position may be harmed if wecannot enforce our intellectual property rights.In some circumstances,we may choose to not pur

236、sueenforcement for business reasons.In addition,competitors might avoid infringement by designing aroundour intellectual property rights or by developing non-infringing competing technologies.Intellectualproperty rights and our ability to enforce them may be unavailable or limited in some countries,

237、whichcould make it easier for competitors to capture market share and could result in lost revenues.Our trademarks are valuable assets and if we are unable to protect them from infringement,ourbusiness prospects may be harmed.Our brands,particularly our J.T.Baker,NuSil,VWR and Masterflex brands,are

238、valuable assets.Therefore,we actively manage our trademark portfolio,including by maintaining registrations for long-standing trademarks and applying to obtain trademark registrations for new brands.We also police ourtrademark portfolio against infringement.Our efforts to protect and defend our trad

239、emarks may fall shortor be unsuccessful against competitors or other third parties for a variety of reasons.To the extent thatthird parties or distributors sell products that are counterfeit versions of our branded products,ourcustomers could inadvertently purchase products that are inferior.This co

240、uld cause our customers torefrain from purchasing our brands in the future and in turn could impair our brand equity and adverselyaffect our sales.We are subject to product liability and other claims in the ordinary course of business.Our business involves risk of product liability,intellectual prop

241、erty claims and other claims in theordinary course of business arising from the products that we source from various manufacturers orproduce ourselves.Furthermore,there may be product liability risks that are unknown or which becomeknown in the future.Substantial,complex or extended litigation on an

242、y claim could cause us to incursignificant costs and distract our management.We maintain insurance policies and in some cases,oursuppliers,customers and predecessors of acquired companies have indemnified us against certain claims.We cannot assure you that our insurance coverage or indemnification a

243、greements will be availableain allpending or any future cases brought against us.Accordingly,we could be subject to uninsured andunindemnified future liabilities requiring us to provide additional reserves to address such liabilities.Anunfavorable result in a case for which adequate insurance or ind

244、emnification is not available couldadversely affect our business,financial condition and results of operations.We must develop new products,adapt to rapid and significant technological change and respond tointroductions of new products by competitors to remain competitive.We sell our products in ind

245、ustries that are characterized by significant technological changes,frequentnew product and technology introductions and enhancements and evolving industry standards.As a result,our customers needs are rapidly evolving.If we do not appropriately innovate and invest in newtechnologies,our offerings m

246、ay become less desirable in the markets we serve,and our customers couldmove to new technologies offered by our competitors or make products themselves.Without the timelyintroduction of new products,services and enhancements,our offerings will likely become lesscompetitive over time,in which case,ou

247、r competitive position,net sales and operating results could16suffer.Accordingly,we focus significant efforts and resources on the development and identification ofnew technologies,products and services that are attractive to,and gain acceptance,in the markets weserve and further broaden our offerin

248、gs.To the extent we fail to timely introduce new and innovativeproducts or services,adequately predict our customers needs or fail to obtain desired levels of marketacceptance,our business may suffer.Our business,financial condition and results of operations depend upon the availability of rawmateri

249、als.Our operations depend upon our ability to obtain high-quality raw materials meeting our specificationsand other requirements at reasonable prices,including various active pharmaceutical ingredients,components,compounds,excipients and other raw materials,many of which are sole-sourced due tomarke

250、t or customer demands.Our ability to maintain an adequate supply of such materials andcomponents could be impacted by the availability and price of those raw materials and maintainingrelationships with key suppliers.Moreover,we are dependent upon the ability of our suppliers to provide materials and

251、 components thatmeet our specifications,quality standards,other applicable criteria,and delivery schedules.Our suppliersfailure to provide expected raw materials or components that meet such criteria could adversely affectproduction schedules and contract profitability.Our business,financial conditi

252、on and results of operations depend upon maintaining our relationshipswith suppliers.We offer products from a wide range of suppliers.While there is generally more than one source ofsupply for most of the categories of third-party materials&consumables and equipment&instrumentation that we sell,we c

253、urrently do not manufacture the majority of our products and aredependent on these suppliers for access to those products.Our ability to sustain our gross margins has been,and will continue to be,dependent in part upon ourability to obtain favorable terms from our suppliers.These terms may change fr

254、om time to time,and suchchanges could adversely affect our gross margins over time.In addition,our results of operations and cashflows could be adversely impacted by the acceleration of payment terms to our suppliers and/or theimposition of more restrictive credit terms and other contractual require

255、ments.Our use of chemicals and chemical processes is subject to inherent risk.We use chemical ingredients in the manufacture of certain of our products.Due to the nature of themanufacturing process itself,there is a risk of incurring liability for damages caused by or during thestorage or manufactur

256、e of both the chemical ingredients and the finished products.The processes used incertain of our facilities typically involve large volumes of solvents and chemicals,creating the potentialfor fires,spills and other safety or environmental impacts.If any of these risks materialize,it could resultin s

257、ignificant remediation and other costs,potential adverse regulatory actions and liabilities,any ofwhich could have an adverse effect on our business,results of operations and financial condition.In addition,the manufacturing,use,storage,and distribution of chemicals are subject to threats includingt

258、errorism.We have several high-risk chemical facilities that possess materials that could be stolen andused to make weapons.We could also be subject to an attack on our high-risk facilities that could cause asignificant number of deaths and injuries.As a result,many people,including our employees,cou

259、ld beharmed.Such an occurrence could also harm the environment,our reputation and disrupt our operations.17We are highly dependent on our senior management and key employees.l lOur success depends on our ability to attract,motivate and retain highly qualified individuals.Competition for senior manag

260、ement and other key personnel in our industry is intense,and the pool ofsuitable candidates is limited.The failure to attract,retain and properly motivate members of our seniormanagement team and other key employees,or to find suitable replacements for them in the event ofdeath,illness or their desi

261、re to pursue other professional opportunities,could have a negative effect on ouroperating results.Changes in tax law relating to multinationalt tcorporations could adversely affect our tax position.The U.S.Congress,government agencies in non-U.S.jurisdictions where we and our affiliates dobusiness,

262、and the Organisation for Economic Cooperation and Development,or OECD,continue to focuson issues related to the taxation of multinational corporations.One example is in the area of“base erosionand profit shifting,”where profits are claimed to be earned for tax purposes in low-tax jurisdictions,orpay

263、ments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lowertax rates.The OECD has released several components of its comprehensive plan to create an agreed set ofinternational rules for addressing base erosion and profit shifting.Due to the potential for ch

264、anges to tax laws and regulations or changes to the interpretation thereof,theambiguity of tax laws and regulations,the subjectivity of factual interpretations,the complexity of ourintercompany arrangements,uncertainties regarding the geographic mix of earnings in any particularperiod,and other fact

265、ors,our estimates of effective tax rate and income tax assets and liabilities may beincorrect and our financial statements could be adversely affected.The impact of the facf ftors referenced inthe first sentence of this paragraphamay be substantially different from period-to-period.Certain of our bu

266、sinesses rely on relationships with collaborative partners and other third parties fordevelopment,supply and marketing of certain products and potential products,and suchcollaborative partners or other third parties could fail to perform sufficiently.We believe that for certain of our businesses,suc

267、cess in penetrating target markets depends in part ontheir ability to develop and maintain collaborative relationships with other companies.Relying oncollaborative relationships is risky because,among other things,our collaborative partners may(i)notdevote sufficient resources to the success of our

268、collaborations;(ii)fail to obtain regulatory approvalsnecessary to continue the collaborations in a timely manner;(iii)be acquired by other companies andterminate our collaborative partnership or become insolvent;(iv)compete with us;(v)disagree with us onkey details of the collaborative relationship

269、;(vi)have insufficient capital resources;and(vii)decline torenew existing collaborations on acceptable terms.Because these and other factors may be beyond ourcontrol,the development or commercialization of our products involved in collaborative partnerships maybe delayed or otherwise adversely affec

270、ted.If we or any of our collaborative partners terminate acollaborative arrangement,we may be required to devote additional resources to product development andcommercialization or we may need to cancel some development programs,which could adversely affectour business and financial statements.18Ris

271、ks related to regulationWe are required to comply with a wide variety of laws and regulations,and are subject to regulation byvarious federal,state and foreign agencies,and our failure to comply with existing and futureregulatory requirements could adversely affect our results of operations and fina

272、ncial condition.We compete in markets in which we and our customers are subject to federal,f fstate,local,internationaland transnational laws and regulations,including the operating,quality and security standards of theFDA,various state health departments,the DHHS,similar bodies of the EU and its me

273、mber states andother comparable agencies around the world,and,in the future,any changes to such laws and regulationscould adversely affef f ct us.We develop,configure and market our products to meet customer needs drivenby those regulations.Among other rules affecting us,we are subject to laws and r

274、egulations concerningcGMP and product safety.Our subsidiaries may be required to register for permits and/or licenses with,and may be required to comply with,the laws and regulations of the FDA,the DHHS,the DEA,foreignagencies including the EMA,and other various state health departments and/or compa

275、rable state andforeign agencies as well as certain accrediting bodies depending upon the types of operations andlocations of distribution and sale of the products manufactured or services provided by those subsidiaries.Any significant change in regulations could reduce demand for our products or inc

276、rease our expenses.Forexample,many of our products are marketed to the biopharma industry for use in discovering,developingand manufacturing drugs,or are sold as raw materials or components to drug device manufacturers or foruse in the manufacture of implantable devices.Changes in the domestic or fo

277、reign regulation of drugdiscovery,development or manufacturing processes or medical device manufacturing processes,oradverse findings concerning any health effects associated with these products,could have an adverseeffect on the demand for these products and could also result in legal liability and

278、 claims.We are also registered with the DDTC,as a manufacturer and exporter of goods controlled by ITAR,andwe are subject to strict export control and prior approval requirements related to these goods.Our failureto comply with ITAR and other export control laws and regulations,as well as economic s

279、anctions,couldresult in penalties,loss,or suspension of contracts or other consequences.Any of these could adverselyaffect our operations and financial condition.Failure by us or by our customers to meet one or more ofthese various regulatory obligations could have adverse consequences in the event

280、of material non-compliance.Compliance with relevant sanctions and export control laws could restrict our access to,andincrease the cost of obtaining,certain products and at times could interrupt our supply of importedinventory or our ability to service certain customers.Conversely,compliance with th

281、ese regulatoryobligations may require us to incur significant expenses.In addition,certain of our facilities are certified to ISO,including ISO 13485,ISO 9001,AS9100,ISO22000 and/or ISO 14001.These standards are voluntary quality management system standards,themaintenance of which indicates to custo

282、mers certain quality and operational norms.Customers may relyon contractual assurances that we make with respect to ISO certificates to transact business.Failure tocomply with these ISO standards can lead to observations of non-compliance or even suspension of ISOor Aerospace Standard(AS)certificati

283、ons or European Community(EC)Declarations of ConformityCertificates by the registrar.If we were to lose ISO or AS certifications or EC Declarations ofConformity,we could lose sales and customers to competitors or other suppliers.We are also subject toperiodic inspections or audits by our customers.I

284、f these audits or inspections identify issues or thecustomer perceives there are issues,the customer may decide to cease purchasing products from us whichcould adversely affef f ct our business.19We are subject to environmental,health and safety laws and regulations,and costs to comply with st tuchl

285、aws and regulations,or any liability or obligation imposed under such laws or regulations,couldnegatively impact our business,financial condition and results of operations.We are subject to a broad range of foreign,federal,state and local environmental,health and safety lawsand regulations,including

286、 those of the EPA,OSHA and equivalent local,state,and foreign regulatoryagencies in each of the jurisdictions in which we operate.We may be fined or penalized by regulators forfailing to comply with environmental,health and safety laws and regulations.For example,we recentlyentered into a settlement

287、 with the EPA to resolve alleged violations of the Toxic Substances Control Actand the Emergency Planning and Community Right to Know Act at our Phillipsburg,New Jersey andParis,Kentucky facilities.See Item 3,“Legal Proceedings.”In addition,contamination resulting from ourcurrent or past operations

288、or from past uses of land that we own or operate may trigger investigation orremediation obligations,which may have an adverse effect on our business,financial condition andresults of operations.We cannot be certain that identification of presently unidentified environmental,health and safety condit

289、ions,new regulations,more vigorous enforcement by regulatory authorities orother unanticipated events will not arise in the future and give rise to additional environmental liabilities,business interruptions,compliance costs or penalties,which could have an adverse effect on our business,financial c

290、ondition and results of operations.We currently incur costs and may incur additional costs related to remediation of alleged environmentaldamage associated with past or current waste disposal practices or other hazardous materials handling atproperty that we currently own or operate,or formerly owne

291、d or operated,or facilities to which wearranged for the disposal of hazardous substances.Our liabilities arising from past or future releases of,orexposures to,hazardous substances may exceed our estimates or adversely affect our financial statementsand reputation and we may be subject to additional

292、 claims for cleanup or other environmental claims inthe future based on our past,present or future business activities,and we may not be able to recover anycosts under any of our indemnifications that we have.For additional information regarding environmentalmatters,see note 13 to the consolidated f

293、inancial statements beginning on page F-1 of this report.Risks related to our indebtednessOur indebtedness could adversely affect our financial condition and prevent us from fulfilling our debtor contractual obligations.We now have and expect to continue to have a significant amount of debt.Our inde

294、btedness could haveimportant consequences to us including the following:making it more difficult for us to satisfy our debt or contractual obligations;exposing us to the risk of increased interest rates as certain of our borrowings,includingborrowings under our senior secured credit facilities,are a

295、t variable rates of interest;restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;requiring us to dedicate a substantial portion of our cash flow from operations to payments on ourindebtedness,which would reduce the funds available for working capital,ac

296、apital expenditures,investments,acquisitions and other general corporate purposes;limiting our flexibility in planning for,or reacting to,changes in our business,future businessopportunities and the industry in which we operate;20placing us at a competitive disadvantage compared to any of our less l

297、everaged competitors;increasing our vulnerability to a downturn in our business and both general and industry-specificadverse economic conditions;andlimiting our ability to obtain additional financing.Our credit facilities contain financial and other restrictive covenants that could limit our abilit

298、y to engagein activities that may be in our long-term best interests.Our failure to comply with those covenants couldresult in an event of default which,if not cured or waived,could result in the acceleration of all of ourdebt,which could adversely affect our business,earnings and financial conditio

299、n.Despite our current level of indebtedness,we and our subsidiaries may still be able to incursubstantially more debt.We and our subsidiaries may be able to incur significant additional indebtedness in the future.Althoughour credit agreement and indentures contain restrictions on the incurrence of a

300、dditional indebtedness,these restrictions are subject to a number of qualifications and exceptions,and the additional indebtednessincurred in compliance with these restrictions could be substantial.If new debt is added to our currentdebt levels,the related risks that we now face could intensify.An i

301、ncrease in interest rates may negatively impact our operating results and financial condition.Certain of our borrowings,including borrowings under our senior secured credit facilities and ourreceivables facility,to the extent the interest rate is not fixed,are at variable rates of interest.An increa

302、sein interest rates would have a negative impact on our results of operations by causing an increase ininterest expense.Our total interest expense was$217.4 million in 2021 and$307.6 million in 2020.Risks related to ownership of our stockOur common stock ranks junior to the MCPS with respect to the

303、payment of dividends and amountspayable in the event of our liquidation,dissolution or winding-up of our affairs.Our common stock ranks junior to the MCPS with respect to the payment of dividends and amountspayable in the event of our liquidation,dissolution or winding-up of our affairs.This means t

304、hat,unlessaccumulated and unpaid dividends have been declared and paid,or set aside for payment,on alloutstanding shares of the MCPS for all preceding dividend periods,no dividends may be declared or paidon our common stock and we will not be permitted to purchase,redeem or otherwise acquire any of

305、ourcommon stock,subject to limited exceptions.Likewise,in the event of our voluntary or involuntaryliquidation,dissolution or winding-up of our affairs,f fno distribution of our assets may be made to holdersof our common stock until we have paid to holders of the MCPS a liquidation preference equal

306、to$50.00per share plus accumulated and unpaid dividends.21Because we have no current plans to pay cash dividends on our common stock,you may not receiveany return on investment unless you sell your common stock for a price greater than that whichyou paid for it.We have no current plans to pay cash d

307、ividends on our common stock.The declaration,amount andpayment of any future dividends on our common stock will be at the sole discretion of our Board ofDirectors.Our Board of Directors may take into account general and economic conditions,our financialcondition and results of operations,our availab

308、le cash and current and anticipated cash needs,capitalrequirements,contractual,legal,tax and regulatory restrictions and implications on the payment ofdividends by us to our stockholders or by our subsidiaries to us,including restrictions under our creditagreement and other indebtedness we may incur

309、,and such other factors as our Board of Directors maydeem relevant.In addition,no dividends may be declared or paid on our common stock unlessaccumulated and unpaid dividends on the MCPS have been declared and paid,or set aside for payment,on all outstanding shares of the MCPS for all preceding divi

310、dend periods.As a result,you may not receive any return on an investment in our common stock unless you sell ourcommon stock for a price greater than your purchase price.If we fail to maintain ai in effectiveesystem of internal controls,we may not be able to accurately reportour financial results,wh

311、ich could lead to a lossl lof investor confidence in our financial statementsand have an adverse effect on our stock price.Effective internal controls are necessary for us to provide reliable and accurate financialf fstatements and toeffectively prevent fraud.We devote significant resources and time

312、 to comply with the internal controlover financial reporting requirements of the Sarbanes Oxley Act of 2002 and continue to enhance ourcontrols.However,we cannot be certain that we will be ableato prevent future significant deficiencies ormaterial weaknesses.Inadequate internalrcontrols could cause

313、investors to lose confidence in our reportedfinancial information,which could have a negative effect on investor confidence in our financialstatements,the trading price of our stock and our access to capital.Our amended and restated certificate of incorporation provides,subject to limited exceptions

314、,t tthat stateand federal courts(as appropriate)located withint tthe State of Delaware will be the sole andexclusive forum for certain stockholder litigationt tmatters,which could limiti iour stockholdersability to obtain a favorablef fjudicial forum for disputes with us or our directors,officers,em

315、ployeesor stockholders.Our amended and restated certificate of incorporationr rprovides that unless we consent to the selection ofan alternative forum,the state or federal courts(as appropriate)located within the State of Delaware shall,to the fullest extent permitted by law,be the sole and exclusiv

316、e forum for any(i)derivative action orproceeding brought on behalf of our company,(ii)action asserting a claim of breach of a fiducf fiary dutyowed by any director,officer,or other employee or stockholder of our company to us or our stockholders,creditors or other constituents,(iii)action against us

317、 or any of our directors or officers involving a claimor defense arising pursuant to any provision of the Delaware General Corporation Law or our amendedand restated certificf f ate of incorporation or our amended and restated bylaws,(iv)action against us or anydirector or officer of the Company inv

318、olving a claim or defense implicating the internal affairs doctrine,or(v)action against us or any of our directors or officers involving a claim or defense arising pursuant tothe Exchange Act or the Securities Act.It is possible that these exclusive forum provisions may bechallenged in court and may

319、 be deemed unenforceable in whole or in part.Our exclusive forum provisionshall not relieve the company of its duties to comply with the federal securities laws and the rules and22regulations thereunder,and our stockholders will not be deemed to have waived our compliance withthese laws,rules and re

320、gulations.Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall bedeemed to have notice of and consented to the forum provisions in our amended and restated certificate ofincorporation.This choice of forum provision may limit a stockholders ability

321、to bring a claim in ajudicial forum that it finds favorable for disputes with us or any of our directors,officers,other employeesor stockholders which may discourage lawsuits with respect to such claims.Alternatively,if a court wereto find the choice of forum provision contained in our amended and r

322、estated certificate of incorporation tobe inapplicable or unenforceable in an action,we may incur additional costs associated with resolvingsuch action in other jurisdictions,which could harm our business,operating results and financialcondition.Item 1B.Unresolved staff commentsNone.23Item 2.Propert

323、iesThe following table sets forth information about our key properties at December 31,2021:Americas:Visalia,California.503Distribution and offices.OwnedPhillipsburg,New Jersey.500Manufacturing and offices.OwnedParis,Kentucky.420Manufacturing and distribution.OwnedBatavia,Illinois.360Distribution and

324、 offices.OwnedWest Henrietta,New York.339Assembly,distribution and offices.OwnedBridgeport,New Jersey.325Distribution and offices.OwnedCarpinteria,California.270Manufacturing,research&technology andff f i f fLeasedSolon,Ohio.255Manufacturing,distribution and offices.LeasedRochester,New York.205Assem

325、bly and distribution.LeasedSuwanee,Georgia.169Distribution and offices.LeasedSterling,Virginia.161Biostorage,warehousing and offices.LeasedLeesburg,Virginia.155Biostorage and warehousing.LeasedDevens,Massachusetts.70Manufacturing,distribution and offices.LeasedBuford,Georgia.130Customized kitting an

326、d distribution.LeasedManati,Puerto Rico.130Distribution and offices.OwnedDenver,Colorado.120Distribution.LeasedMissouri City,Texas.125Distribution.LeasedMississauga,Ontario,Canada114Distribution and offices.LeasedRadnor,Pennsylvania.102Corporate headquarters.LeasedOverland,Missouri.90Manufacturing a

327、nd distribution.OwnedClaremont,California.86Customized kitting and distribution.LeasedEcatepec,Mexico.56Manufacturing and distribution.LeasedMexico City,Mexico.76Manufacturing and distribution.OwnedBarrington,Illinois65Manufacturing.LeasedIrving,Texas.65Manufacturing.LeasedBakersfield,California.64M

328、anufacturing and research&technology.LeasedAurora,Ohio.61Manufacturing.Leased(in thousands of square feet)tSizePrincipal useStatus24(in thousands of square feet)tSizePrincipal useStatusTualatin,Oregon.56Distribution.LeasedFranklin,Massachusetts.55Distribution.LeasedBethlehem,Pennsylvania.50Manufactu

329、ring,distribution and offices.LeasedBridgewater,New Jersey.36Research&technology.LeasedChester,Connecticut.35Manufacturing and distribution.LeasedChino,California.32Equipment design and manufacturing.LeasedSparks,Nevada.17Manufacturing.LeasedValencia,California14Manufacturing.LeasedAllentown,Pennsyl

330、vania.12Offices.LeasedEurope:Schwabmuenchen,Germany993Distribution.OwnedBriare,France.336Distribution,repackaging and mixing.OwnedBruchsal,Germany.219Distribution.OwnedGliwice,Poland.186Manufacturing and distribution.LeasedLutterworth,United Kingdom.185Distribution.LeasedLeuven,Belgium.180Distributi

331、on and manufacturing.OwnedKarlskoga,Sweden.151Distribution.LeasedStbrn Skalice,Czech Republic.116Custom kitting,distribution and offices.LeasedDublin,Ireland.111Distribution.LeasedDebrecen,Hungary.68Distribution.LeasedBarcelona,Spain.67Distribution.LeasedSborg,Denmark.66Distribution and offices.Leas

332、edDarmstadt,Germany.63Offices.LeasedFontenay-Sous-Bois,France.56Offices.LeasedVoljaDraga,Slovenia34Manufacturing.LeasedChorley,United Kingdom.27Distribution,service and offices.LeasedAMEA:Perth,Australia.90Manufacturing,distribution and offices.LeasedPanoli,India.80Manufacturing.LeasedSingapore.74Di

333、stribution.LeasedCoimbatore,India.41Service center.LeasedShanghai,China.29Research&technology and offices.LeasedDehradun,India.23Manufacturing.LeasedMumbai,India.18Research&technology.LeasedGurgaon,India.15Offices.LeasedChubei City,Taiwan.14Research&technology and offices.LeasedChangzhou,China3Manufacturing.OwnedGwanggyo,Korea.2Laboratory.Leased25Item 3.Legal proceedingsIn April 2018,the EPA notif