United States securities and exchange commission logo
April 27, 2022
Ajit Ramalingam
Senior Vice President, Chief Accounting Officer
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, CA 94547
Re: Bio-Rad
Laboratories, Inc.
Form 10-K for the
year ended December 31, 2021
Filed February 11,
2022
File No. 001-07928
Dear Mr. Ramalingam:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Consolidated Financial Statements, page 38
1. We note from your
disclosure that you determined that you do not have significant
influence over
Sartorius AG. Please address the following:
Given your
investment in excess of 20% of the voting stock, explain how you believe
the presumption in
ASC 323-10-15-8 that, in the absence of predominant evidence to
the contrary, you
have significant influence has been overcome. In your response,
please discuss
whether any of the relevant indicators described in ASC 323-10-15-10
would apply.
Describe the
governance structure of Sartorius AG, including the roles and
responsibilities
of the Supervisory Board and the Executive Board. Explain how
board members are
appointed, and the current composition of each board. Describe to
us any rights you
have in the governance of Sartorius AG, including rights to
nominate or
appoint a member or members to Sartorius AG s boards or approve
Ajit Ramalingam
Bio-Rad Laboratories, Inc.
April 27, 2022
Page 2
certain transactions. Describe what rights shareholders have in
the governance of
Sartorius AG, including the right or obligation to approve
certain transactions or
other company matters, and how such items are determined (e.g.,
majority
shareholder vote, etc.). Describe to us the role the trust plays
in the corporate
governance of Sartorius AG (e.g., who votes the trust s shares
and any guidelines the
trust or trustee must adhere to).
Describe any rights and privileges of the preference shares
(e.g., dividend rights,
liquidation preferences, approval or veto rights, notification
rights, etc.).
Describe any other agreements with Sartorius AG (e.g.,
management agreements,
licenses, etc.).
Provide us with additional background behind the 400 million
Euros loan to
Sartorius-Herbst Beteiligungen II GmbH in November 2021. Include
a description of
the purpose of the loan, how you came to be the issuer of the
loan, how the loan is to
be repaid, the circumstances that would result in receipt of
ordinary shares of
Sartorius AG, and the relationship between Sarorius-Herbst
Beteiligungun II GmbH
(as credtor) and Sartorius AG and how the creditor will likely
have no other assets
from which to repay the loan.
Explain to us why you do not have the ability to access the
operating or financial
information necessary to apply the equity method of accounting
when Sartorius AG s
financial statements appear to be published elsewhere. Tell us
whether there are any
financial reporting requirements under any of Sartorius AG s
equity or loan
agreements.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting
Branch
Chief, at 202-551-3676 with any questions.
FirstName LastNameAjit Ramalingam Sincerely,
Comapany NameBio-Rad Laboratories, Inc.
Division of
Corporation Finance
April 27, 2022 Page 2 Office of Life
Sciences
FirstName LastName