What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-25 · 56 added, 84 removed, 154 unchanged (48% of the section changed)

6 unchanged sentences

As of the end of the period covered by this Annual Report on Form 10-K, we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our Disclosure Controls were not effective due to material weaknesses in the Company's internal control over financial reporting as disclosed below.

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act.

Our internal control over financial reporting is designed to p rovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

During the preparation of the condensed consolidated quarterly financial statements as of September 30, 2021, management concluded that a material weakness in internal control over financial reporting existed related to our income tax provision process.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

We have evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management.

Based on this assessment, management concluded that, as of December 31, 2022, the Company's internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included elsewhere herein.

Remediation of Previously Reported Material Weakness

Discrete Tax Transaction

The material weakness in our internal control over financial reporting related to our income tax provision process identified in connection with the preparation of our condensed consolidated quarterly financial statements as of September 30, 2021 has been remediated.

Specifically, we did not provide adequate review and control with respect to the completeness and accuracy of inputs used in the income tax provision and related accrual.

While the control deficiency did not result in a misstatement of previously issued consolidated financial statements, the control deficiency could have resulted in a misstatement of the income tax related accounts or disclosures that would have resulted in a material misstatement of our consolidated financial statements that would not have been prevented or detected on a timely basis.

This material weakness has not been remediated as of December 31, 2021.

Management also concluded that a material weakness in internal control over financial reporting exists related to general information technology controls for information systems that are relevant to the preparation of the financial statements.

While the control deficiency did not result in a misstatement of our previously issued consolidated financial statements, the control deficiency could have resulted in a misstatement of the income tax related accounts or disclosures that would have resulted in a material misstatement of our annual or interim consolidated financial statements that would not have been prevented or detected on a timely basis.

This material weakness has been remediated as of March 31, 2022.

To improve our internal control over financial reporting and remediate this prior period material weakness, we designed and implemented enhanced controls over the review of information underlying discrete transactions in the income tax provision.

Information Technology General Controls ("ITGCs")

The material weakness in our internal control over financial reporting related to general information technology controls for information systems identified in connection with the preparation of the financial statements as of December 31, 2021 has been remediated.

Specifically, the material weakness resulted from the aggregation of control deficiencies related to systems supporting the Company's internal control processes.

Our IT-dependent business process controls were also deemed ineffective because they could have been adversely impacted.

While the aggregation of these deficiencies did not result in any misstatement of the consolidated financial statements, the material weakness could have resulted in a misstatement impacting account balances or disclosures that would have resulted in a material misstatement to the consolidated financial statements that would not have been prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on that evaluation, management believes that our internal control over financial reporting was not effective as of December 31, 2021.

The effectiveness of our internal control over fina ncial reporting as of December 31, 2021, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included elsewhere herein.

Plan to Remediate Material Weaknesses

Management is committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting.

We have begun the process of, and we are focused on, designing and implementing effective internal control measures to improve our internal control over financial reporting and remediate the material weaknesses identified above.

Our efforts include the following actions:

Discrete Tax Transactions

• We are continuing to take steps to design and implement enhanced controls over the review of information underlying discrete transactions in the income tax provision.

Information Technology General Controls ("ITGCs")

• We are implementing additional training to ensure a clear understanding of risk assessment, controls and monitoring activities related to automated processes and systems and ITGCs related to financial reporting.

• We are implementing improved IT policies, procedures and control activities for key systems which impact our financial reporting.

• We are increasing resources dedicated to monitoring ITGCs related to financial reporting, including additional personnel with the appropriate level of knowledge, experience and training, to ensure compliance with policies and procedures.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting for that purpose.

Remediation of Previously Reported Material Weakness

The material weakness identified in our internal control over financial reporting in connection with the preparation of our Consolidated Financial Statements as of and for the transition period ended December 31, 2020 (the "prior material weakness") has been remediated.

The prior material weakness identified related to the accounting for intercompany transactions, foreign currency exchanges and foreign currency translation related to our international subsidiaries.

Specifically, as part of our financial statement close process, certain of our control activities were not sufficiently designed or operating effectively to ensure all of our policies were in compliance with generally accepted accounting principles, consistent in their application, retained in appropriate documentation and communicated to relevant parties.

As a result of the prior material weakness, we recorded certain immaterial corrections to intercompany accounts, as well as foreign currency exchange and translation gains and losses, in our Consolidated Financial Statements for the transition period ended December 31, 2020.

We implemented control measures to improve our internal control over financial reporting and remediated the prior material weakness.

We took the following actions to remediate the prior material weakness:

• We designed additional control and review procedures needed to provide more robust and comprehensive internal controls over financial reporting that address the risks of material misstatement related to the accounting for intercompany transactions, foreign currency exchanges and foreign currency translation within our business processes.

• We implemented additional application controls in our financial systems, implemented formal review procedures, and formally documented our newly designed processes for the identified areas.

• We subjected the additional controls implemented to testing and concluded that the controls are operating effectively.

While the control deficiency did not result in a misstatement to the consolidated financial statement, the material weakness could have resulted in a misstatement impacting account balances or disclosures that would have resulted in a material misstatement to the consolidated financial statements that would not have been prevented or detected on a timely basis.

This material weakness has been remediated as of December 31, 2022.

To improve our internal control over financial reporting and remediate this prior period material weakness, we took the following actions:

• We conducted additional training for our IT personnel to ensure a clear understanding of risk assessment, controls and monitoring activities related to automated processes and systems and ITGCs related to financial reporting.

• We implemented improved IT policies, procedures and control activities for key systems which impact our financial reporting.

• We increased resources dedicated to monitoring ITGCs related to financial reporting, including additional personnel with the appropriate level of knowledge, experience and training, to ensure compliance with policies and procedures.

• We hired a third-party to assist with the implementation of, and to review and provide feedback on, our remediation plan.

In addition, the third-party advised us on best practices to further strengthen our IT control environment.

Change in Internal Control over Financial Reporting

The Company has completed a multi-year transformation project to achieve better analytics and process efficiencies and other systematic and control improvements through the use of Oracle Fusion Cloud Services System.

As of October 1, 2021, Oracle Cloud is now our primary accounting system.

Other than as described above, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as discussed above under "Remediation of Previously Reported Material Weakness," there were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Myriad Genetics, Inc.

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management identified material weaknesses in controls over income taxes and information technology general controls.

In our opinion, Myriad Genetics, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Myriad Genetics, Inc.

and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended December 31, 2021, the six month period ended December 31, 2020, and each of the two years in the period ended June 30, 2020, and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report dated February 25, 2022, which expressed an unqualified opinion thereon.

and subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the years ended December 31, 2022 and 2021, the six month period ended December 31, 2020 and the year in the period ended June 30, 2020, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Salt Lake City, UT

February 25, 2022

March 1, 2023

OTHER INFORMATION

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” "Delinquent Section 16(a) Reports" and “Corporate Code of Conduct” in our Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on June 2, 2022.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” and “Corporate Code of Conduct” in our Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 1, 2023.

EXECUTIVE COMPENSATION

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Executive Compensation,” “Management and Corporate Governance – Committees of the Board of Directors and Meetings – Compensation and Human Capital Committee Interlocks and Insider Participation,” “Compensation Committee Report ” and “Management and Corporate Governance – Board’s Role in the Oversight of Risk Management” in our Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on June 2, 2022.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Compensation Discussion and Analysis,” "Pay Versus Performance," “Management and Corporate Governance – Committees of the Board of Directors and Meetings – Compensation and Human Capital Committee Interlocks and Insider Participation,” “Compensation and Human Capital Committee Report ” and “Management and Corporate Governance – Board’s Role in the Oversight of Risk Management” in our Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 1, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation - Equity Compensation Plan Information” in our Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on June 2, 2022.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Compensation Discussion and Analysis - Equity Compensation Plan Information” in our Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 1, 2023.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance – Director Independence” in our Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on June 2 , 2022.

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance – Director Independence” in our Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 1, 2023.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The response to this item is incorporated by reference from the discussion responsive thereto in the proposal entitled “Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2022 Annual Meeting of the Stockholders to be held on June 2, 2022.

The response to this item is incorporated by reference from the discussion responsive thereto in the proposal entitled “Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2023 Annual Meeting of the Stockholders expected to be held on June 1, 2023.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Financial Statements

See “Index to Consolidated Financial Statements” at Item 8 to this Annual Report on Form 10-K.

See “Index to Consolidated Financial Statements” under Part II, Item 8 to this Annual Report on Form 10-K.

Financial Statement Schedules

8 unchanged sentences

(Exhibit 3.1) 10/15/2020 000-26642

4.1 Specimen common stock certificate

4.1 Specimen C ommon S tock C ertificate

(Exhibit 4.1) 8/15/2011 000-26642

28 unchanged sentences

10.6 Non-Employee Director Compensation Policy+

10-KT (Exhibit 10.8) 3/16/2021 000-26642

10.2) 11/2/2022 000-26642

10.7 Form of director and executive officer indemnification agreement+

19 unchanged sentences

10.6) 11/9/2020 000-26642

10.15 Separation and Consulting Agreement, dated February 7, 2022, by and between Myriad Genetics, Inc.

and Jerry Lanchbury +

8-K (Exhibit 10.1) 2/9/2022 000-26642

Equity Compensation Plans

5 unchanged sentences

10.4) 2/1/2011 000-26642

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

10.18 2017 Employee, Director and Consultant Equity Incentive Plan, as amended+

2 unchanged sentences

(Exhibit 10.11) 8/13/2020 000-26642

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

10.20 Amended and Restated 2012 Employee Stock Purchase Plan +

4 unchanged sentences

10.22 Amendment No.

3, dated February 22, 2021, to the Credit Agreement, dated December 23, 2016, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended July 31, 2018 and May 1, 2020.

(Exhibit 10.1) 2/23/2021 000-26642

Merger Agreements

10.24 Agreement and Plan of Merger among the Registrant, Myriad Merger Sub, Inc., Assurex Health, Inc.

and Fortis Advisors LLC, dated as of August 3, 2016 .

4, dated July 26, 2022, to the Credit Agreement, dated December 23, 2016, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended July 31, 2018, May 1, 2020, and February 22, 2021 (which includes the full Credit Agreement, as amended, in Exhibit A thereto) .

(Exhibit 10.1) 7/27/2022 000-26642

10.25 Agreement and Plan of Merger among the Registrant, Cinnamon Merger Sub, Inc., a wholly owned subsidiary of Myriad, Inc., Counsyl, Inc, and Fortis Advisors, dated as of May 25, 2018.

10-K (Exhibit 10.18) 8/24/2018 000-26642

Other Exhibits

21.1 List of Subsidiaries of the Registrant

4 unchanged sentences

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

101 The following materials from Myriad Genetics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

Inline XBRL Instance Document – Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2022 .

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2023 .

MYRIAD GENETICS, INC.

6 unchanged sentences

President, Chief Executive Officer and Director (Principal Executive Officer)

Diaz February 25, 2022

Chief Financial Officer (Principal Financial and Accounting Officer)

Bryan Riggsbee February 25, 2022

Diaz March 1, 2023

Chief Financial Officer (Principal Financial Officer)

Bryan Riggsbee March 1, 2023

Bryan Riggsbee

Louise Phanstiel Chair of the Board February 25, 2022

Chief Accounting Officer (Principal Accounting Officer)

/s/ Natalie Munk March 1, 2023

Louise Phanstiel Chair of the Board March 1, 2023

Louise Phanstiel

/s/ Heiner Dreismann Director February 25, 2022

/s/ Paul Bisaro Director March 1, 2023

/s/ Heiner Dreismann Director March 1, 2023

Heiner Dreismann, Ph.D.

/s/ Rashmi Kumar Director February 25, 2022

/s/ Dennis Langer Director February 25, 2022

Dennis Langer, M.D., J.D.

Newcomer Director February 25, 2022

/s/ Rashmi Kumar Director March 1, 2023

Newcomer Director March 1, 2023

Newcomer, M.D.

/s/ Colleen F.

Reitan Director February 25, 2022

Reitan Director March 1, 2023

/s/ Daniel M.

Skovronsky Director February 25, 2022

Skovronsky Director March 1, 2023

Skovronsky, M.D., Ph.D.

/s/ Daniel K.

Spiegelman Director February 25, 2022

Spiegelman Director March 1, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures