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BIO-RAD LABORATORIES INC

For the period ended Dec 31, 2023. Filed Feb 16, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 16, 2024

BIO$386.48-0.5%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1Index to Financial Statements – See Item 8 of Part II of this report “Financial Statements and
Supplementary Data" on page 35 for a list of financial statements.
2Schedule II Valuation and Qualifying Accounts
All financial statement schedules are omitted because they are not required, or the required information is included in the consolidated financial statements or the notes thereto.
3.Index to Exhibits
The exhibits listed below in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.
BIO-RAD LABORATORIES, INC.INDEX TO EXHIBITS ITEM 15(a)3
Exhibit 32.1 is furnished herewith and should not be deemed to be “filed under the Securities Exchange Act of 1934.”
Exhibit No.
3.1Restated Certificate of Incorporation of Bio-Rad Laboratories, Inc. (1)
3.1.1Certificate of Amendment to Restated Certificate of Incorporation of Bio-Rad Laboratories, Inc. (1)
3.2Amended and Restated Bylaws of Bio-Rad Laboratories, Inc. (2)
4.1Description of Bio-Rad Laboratories, Inc. Class A and Class B Common Stock. (3)
4.2Indenture, dated as of March 2, 2022, by and between Bio-Rad Laboratories, Inc. and Wilmington Trust, National Association. (4)
4.3First Supplemental Indenture, dated as of March 2, 2022, by and between Bio-Rad Laboratories, Inc. and Wilmington Trust, National Association. (5)
4.4Form of Global Security for the 3.300% Senior Notes due 2027. (6)
4.5Form of Global Security for the 3.700% Senior Notes due 2032. (7)
10.1Credit Agreement, dated as of April 15, 2019, by and among Bio-Rad Laboratories, Inc., the lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., HSBC Bank USA National Association, and Mug Bank, Ltd., as co-syndication agents, and Citibank, N.A., and Wells Fargo Bank, N.A., National Association as co-documentation agents. (8)
10.1.1Amendment No. 1 dated as of November 15, 2021 to Credit Agreement dated as of April 15, 2019, by and among Bio-Rad Laboratories, Inc., the lenders referred to therein, and JPMorgan Chase Bank, N.A., as a lender and as administrative agent. (9)
10.1.2Amendment No. 2 dated as of April 15, 2022 to Credit Agreement dated as of April 15, 2019, by and among Bio-Rad Laboratories, Inc., the lenders referred to therein, and JPMorgan Chase Bank, N.A., as a lender and as administrative agent. (10)
10.1.3Amendment No. 3 dated as of February 1, 2023 to Credit Agreement dated as of April 15, 2019, by and among Bio-Rad Laboratories, Inc., the lenders referred to therein, and JPMorgan Chase Bank, N.A., as a lender and as administrative agent. (11)
10.1.4Amendment No. 4 dated as of May 12, 2023 to Credit Agreement dated as of April 15, 2019, by and among Bio-Rad Laboratories, Inc., the lenders referred to therein, and JPMorgan Chase Bank, N.A., as a lender and as administrative agent. (12)
10.2Credit Agreement, dated as of February 13, 2024, by and among Bio-Rad Laboratories, Inc., Bio-Rad Europe GmbH, Bio-Rad IHC Europe GmbH and Bio-Rad Laboratories (Singapore) Pte Ltd, the lenders referred to therein, and Wells Fargo Bank, National Association, as agent. (13)
10.3Bio-Rad Laboratories, Inc. 2011 Employee Stock Purchase Plan. (14)*
10.3.1First Amendment to the Bio-Rad Laboratories, Inc. 2011 Employee Stock Purchase Plan (15)*
10.4Employees’ Deferred Profit Sharing Retirement Plan (Amended and Restated effective January 1, 1997). (16)*
10.52007 Incentive Award Plan. (17)*
10.5.1Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2007 Incentive Award Plan. (18)*
10.5.2Amendment to the Bio-Rad Laboratories, Inc. 2007 Incentive Award Plan. (19)*
10.6Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan (20)*
10.6.1Global Restricted Stock Unit Award Grant Notice and Global Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan (21)*
10.6.2Stock Option Grant Notice and Non-Qualified Stock Option Agreement under 2017 Incentive Award Plan (22)*
10.6.3Global Restricted Stock Unit Award Grant Notice and Global Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan (updated September 2020) (23)*
10.6.4Stock Option Grant Notice and Non-Qualified Stock Option Agreement under 2017 Incentive Award Plan (updated September 2020) (24)*
10.6.5Performance Stock Unit Award Agreement under 2017 Incentive Award Plan. (25)*
10.7Employment Offer Letter between the Company and Ilan Daskal dated March 15, 2019 (26)*
10.8Employment Offer Letter between the Company and Andrew J. Last dated March 15, 2019 (27)*
10.9Form of Indemnification Agreement. (28)
10.10Executive Change in Control Severance Plan (29)*
21.1Listing of Subsidiaries
23.1Consent of Independent Registered Public Accounting Firm
31.1Certification of Principal Executive Officer and Principal Financial Officer Required by Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023.
101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The cover page Interactive Data File is formatted in Inline XBRL and is contained in Exhibits 101
(1)Incorporated by reference to Exhibits to Bio-Rad’s Form 10-K filing for the fiscal year ended December 31, 2010.
(2)Incorporated by reference to Exhibit 3.1 to Bio-Rad’s Form 8-K filed on October 27, 2017.
(3)Incorporated by reference to Exhibit 4.1 to Bio-Rad’s Form 10-K filing for the fiscal year ended December 31, 2019.
(4)Incorporated by reference to Exhibit 4.1 to Bio-Rad’s Form 8-K filed on March 2, 2022
(5)Incorporated by reference to Exhibit 4.2 to Bio-Rad’s Form 8-K filed on March 2, 2022.
(6)Incorporated by reference to Exhibit 4.3 to Bio-Rad’s Form 8-K filed on March 2, 2022.
(7)Incorporated by reference to Exhibit 4.4 to Bio-Rad’s Form 8-K filed on March 2, 2022.
(8)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 8-K filed on April 16, 2019.
(9)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 8-K filed on November 18, 2021.
(10)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 8-K filed on April 20, 2022.
(11)Incorporated by reference to Exhibit 10.1.3 to Bio-Rad’s Form 10-K filing for the fiscal year ended December 31, 2022.
(12)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended June 30, 2023.
(13)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 8-K filed on February 14, 2024.
(14)Incorporated by reference to Exhibit 10.9 to Bio-Rad's Form 10-Q filing for the quarter ended June 30, 2011.
(15)Incorporated by reference to Exhibit 10.2 to Bio-Rad’s Form 10-Q filing for the quarter ended March 31, 2017.
(16)Incorporated by reference to Exhibit 10.6 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 1997.
(17)Incorporated by reference to Exhibit 4.1 to Bio-Rad’s Form S-8 filed on July 30, 2007.
(18)Incorporated by reference to Exhibit 10.8.1 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2009.
(19)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended March 31, 2014.
(20)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended March 31, 2017.
(21)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2017.
(22)Incorporated by reference to Exhibit 10.2 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2017.
(23)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2020.
(24)Incorporated by reference to Exhibit 10.2 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2020.
(25)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q filing for the quarter ended September 30, 2022.
(26)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s 8-K filed on April 2, 2019.
(27)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s 8-K filed on April 22, 2019.
(28)Incorporated by reference to Exhibit 10.1 to Bio-Rad’s Form 10-Q for the quarter ended June 30, 2017.
(29)Incorporated by reference to Exhibit 10.9 to Bio-Rad’s Form 10-K filing for the fiscal year ended December 31, 2021.
*Indicates a management contract or compensatory plan or arrangement.
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