IDEXX Laboratories (IDXX) 10-K risk factor changes: FY2023 vs FY2022

Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, [added: prospects,] and stock price.

- Maintaining premium pricing, including by effectively implementing price increases, for our [removed: differentiated] products and services through, among other things, effective communication and promotion of the value of our products and services in an environment where many of our competitors promote, market, and sell lesser offerings at prices lower than ours;

In addition, we currently purchase many products, components, and materials from sole or single [removed: sources.][added: sources, such as Ortho.]

These products, components, and materials are used in a majority of our instruments, including our Catalyst Dx, Catalyst One, ProCyte Dx, and ProCyte One analyzers; consumables and accessories used in our instruments; livestock and poultry diagnostic tests, dairy testing [removed: products,] [added: products;] and water testing products.

In addition, under some contracts with suppliers we have minimum purchase obligations, and our failure to satisfy those obligations may result in [removed: loss of some or all of our rights under these contracts or require us to compensate the supplier.]

[added: If we are unable to obtain adequate quantities of products, components, or raw materials in the future from sole] and single-source [added: suppliers, or if such sole and single-source] suppliers are unable to obtain the components or other materials required to manufacture the products, we may be unable to supply our customers, which could have a material adverse effect on our results of [removed: operations,] [added: operations] and [added: damage our reputation, and] any longer-term disruptions could potentially result in the permanent loss of customers, which could reduce our recurring revenues and long-term profitability.

Further, products that meet release criteria at the time of manufacture may fall out of specification while in customer inventory, which could require us to incur expenses associated with recalling products and providing customers with new products, either of which could damage customer [removed: relations.][added: relations and our reputation.]

Our inability to produce or obtain necessary biological materials or to successfully manufacture biologic products that incorporate such materials could result in our inability to supply our customers with these products, which would have an adverse effect on our results of [removed: operations.][added: operations and damage our reputation.]

For example, [removed: the state of] [added: current law in] Maine [removed: requires] [added: will require] reporting of intentionally-added PFAS in [removed: products,] [added: products beginning in January 2025,] and the sale in Maine of any product containing intentionally-added PFAS will be prohibited after [removed: January 1, 2030 (subject to certain exceptions to be promulgated by the Maine Department of Environmental Protection).]

[added: In extreme situations, compliance with these laws,] directives and regulations may require us to eliminate or discontinue the use of a part or component in one or more products, but the redesign or reformulation of such products without such parts or components may not be [removed: possible.][added: possible, or cause us to relocate the production of certain products.]

Any redesign or reformulation, change in our suppliers, [removed: or] restrictions in our supply of parts and [removed: components] [added: components, or relocation] may negatively affect the availability or performance of our products and services, add testing lead-times for products and reformulated products, reduce our margins, result in additional costs, or have other similar effects.

We believe our future success significantly depends on our ability to continue, on a cost-effective and timely basis, to enhance our existing differentiated product and service [removed: offerings] [added: offerings, to continue to incorporate AI, machine learning] and [added: automation into our products and services and associated business processes and] to develop and introduce new and innovative differentiated products and services.

There can be no assurance that our R&D, licensing, or acquisition efforts will achieve expected results, when or whether any of our products or services now under development will be launched, or whether we may be able to develop, license or otherwise acquire new products or [removed: technologies.][added: technologies or successfully incorporate AI capabilities into our products, services or associated business processes.]

[added: Even if our patents] cover products or services sold by our competitors, the time and expense of litigating to enforce our patent rights could be substantial and could have an adverse effect on our results of operations.

We face intense competition, and we expect that future competition will become even more intense as new products, services and technologies become [removed: available] [added: available, the use of AI] and [added: machine learning expands, and] new competitors enter the space.

While we believe that our offerings are competitively differentiated due to our innovative products and services [removed: (such as the IDEXX SDMA test and VetConnect Plus)] that offer an integrated, comprehensive diagnostic solution and the quality of our technical and customer service, there can be no assurance that increased consolidation among our competitors or customers (as well as any resulting reference laboratory [removed: vertical integration among our customers) would not have a negative impact on our ability to compete successfully.]

New competitors may emerge through the development of innovative new [removed: technology,] [added: technology (such as] the [added: use of AI and machine learning), the] acquisition of rights to use existing technologies or the use of existing technologies when patents protecting such existing technologies expire.

New or existing competitors may introduce new, innovative, and competitive products and [removed: services, which] [added: services more quickly, successfully and effectively, and these products and services] could be superior, or be perceived by our customers to be superior, to our products and services or lead to the obsolescence of one or more of our products or services.

While an important aspect of our strategy is to continue, on a cost-effective and timely basis, to enhance our existing products and services [added: (including through the incorporation of AI capabilities)] and to develop and introduce new and innovative products and services, there can be no assurance that we will be able to successfully develop [added: or introduce] such products and services or that those products or services will be superior to our competitors’ products or services or otherwise achieve customer acceptance.

In addition, our ability to attract and retain customers depends on the effectiveness of our customer marketing and incentive [removed: programs] [added: programs,] and multiple competitors could bundle product and service offerings through co-marketing or other arrangements, which could enhance their ability to compete with our broad product and service offerings.

Major corporate hospital owners in the U.S. include Mars, Incorporated (owner of Banfield Pet Hospitals, Blue Pearl Veterinary Partners, [removed: Pet Partners] and VCA Inc.), and National Veterinary Associates, and are joined by dozens of other consolidators.

[added: Furthermore, an] increasing percentage of [removed: individually-owned] [added: individually owned] veterinary hospitals in the U.S. are participating in buying consortiums.

The introduction or broad market acceptance of vaccines or preventatives for the diseases and conditions for which we sell diagnostic tests and services could result in a [removed: decline in testing.]

Economic weakness may also reduce demand for our companion animal, water, livestock, poultry, and dairy products and services, and public health-related guidance and directives, including stay-at-home orders that may be [removed: further] deployed to combat public health issues, and [removed: possible higher infection rates] [added: severe weather conditions] could result in a decrease in companion animal clinical visits, the delay of elective procedures and wellness visits and disruption of veterinary clinic operations, all of which would have a negative effect on veterinary service providers and result in declines in demand for our CAG products and services.

We have limited ability, if any, to cause our distributors to devote adequate resources to promoting, marketing, selling, and supporting our products or to maintain certain inventory levels, and changes in our distributors’ inventory levels, [removed: as] compared to comparable prior periods, could negatively impact our revenue growth rates.

We are subject to risks associated with public health issues, including [removed: the COVID-19 pandemic] [added: pandemics] and other events beyond our control.

[removed: While we largely avoided any significant disruption to the business as a result of the COVID-19 pandemic, a] [added: A] future public health issue, [removed: pandemic] [added: pandemic,] or outbreak of COVID-19 could lead to delays in the manufacturing and supply of products, which could have a material adverse effect on our business and results of operations.

We rely on our information systems, as well as our third-party business partners’ and suppliers’ information systems, to provide access to our web-based products and services, keep financial records, analyze results of operations, process customer orders, manage inventory, process shipments to customers, store confidential or proprietary [removed: information] [added: information,] and operate other critical functions.

Although we maintain security policies, employ system backup [removed: measures] [added: measures,] and engage in redundancy planning and processes, such policies, measures, planning and processes, as well as our current disaster recovery plans, may be ineffective or inadequate to address all eventualities.

Further, our information systems and our business partners’ and suppliers’ information systems have experienced, and will likely continue to experience, attacks by hackers and other security breaches, including, among other things, computer viruses and malware, ransomware, denial of service actions, the [removed: compromise or] [added: compromise,] misappropriation [added: and/or unauthorized acquisition or disclosure] of confidential or otherwise protected information and similar events through the internet (including via devices and applications connected to the internet), and through email attachments and persons with access to these information systems, such as our employees or third parties with whom we do business.

In addition, security industry experts and government officials have warned about the risks of hackers and cybersecurity attacks targeting U.S. organizations, such as [removed: IDEXX.][added: IDEXX, and recent developments in the cyber threat landscape include the growing use of AI, which could enable or create more sophisticated cybersecurity attacks and increase the volume and frequency of attacks.]

As information systems and the use of software and related applications by us, our business partners, suppliers, and customers become more cloud-based and connected to the “Internet of Things,” which is inherently susceptible to cyberattacks, there has been an increase in global cybersecurity vulnerabilities and threats, including more sophisticated and targeted cyber-related attacks that pose a risk to the security of our information systems and networks and the [added: security,] confidentiality, availability and integrity of data and information.

To our knowledge, none have resulted in any material adverse impact to [added: the Company,] our business [added: strategy, results of operations] or [removed: operations.][added: financial condition.]

We have adopted measures to mitigate potential risks associated with information technology disruptions and cybersecurity threats; however, given the unpredictability of the timing, nature and scope of such disruptions and the evolving nature of cybersecurity threats, which vary in technique and sources, if we or our business partners or suppliers were to experience a system disruption, attack or security breach that impacts any of our critical functions, or our customers were to experience a system disruption, attack or security breach via any of our connected products and services, we could potentially be subject to production downtimes, operational and/or productivity delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the [removed: compromise or] [added: compromise,] misappropriation [added: and/or unauthorized acquisition or disclosure] of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses and additional costs from remedial actions, repairs to infrastructure, physical systems or data processing systems, increased cybersecurity and information technology protection costs, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our [added: business strategy,] competitive position, results of operations, cash flows, financial condition, or prospects.

Furthermore, access to, public disclosure of, or other loss of data or information (including any of our confidential or proprietary information or personal data or information) as a result of an attack or security breach has given, and in the future may give, rise to notification obligations to individuals, regulators, customers, employees, and others, and could result in governmental actions or private claims or proceedings, any of which could damage our reputation, cause a loss of confidence in our products and services, damage our ability to develop (and protect our rights to) our differentiated technologies and have a material adverse effect on [added: the Company,] our [removed: business,] [added: business strategy,] financial condition, results of operations or prospects.

[removed: For more] information [removed: regarding data and information] privacy and [added: data] protection risks, refer to “Our operations and reputation may be impaired if we, our products, or our services do not comply with our global privacy policy or evolving laws and regulations regarding data privacy and protection” below.

Our business and results of operations could be negatively affected by certain factors and events beyond our control, such as natural disasters, severe weather conditions and/or climate change-related events (such as hurricanes, earthquakes, fires, and floods); public health issues (such as outbreaks, epidemics, or pandemics); civil or military unrest; geopolitical conditions and developments; war, terrorism, armed conflict, or other man-made disasters (including [removed: cyber-war, cyber terrorism,] [added: cyberwar, cyberterrorism,] or state-sponsored [removed: attacks arising out of the war between Russia and Ukraine);] [added: attacks);] inflationary pressures, [removed: such as those the market is currently experiencing,] which may increase costs for materials and finished goods; adverse or uncertain macroeconomic conditions, including fears of a global economic downturn or recession; increases in wages that drive up prices; rising interest rates; workforce disruptions; labor shortages or stoppages; the imposition of regulations, trade protection measures, tariffs, duties, import/export restrictions, quotas or embargoes on key components; transportation failures affecting the supply and shipment of materials and finished goods; and the unavailability of raw materials.

We manufacture many of our significant companion animal products, including our rapid assay products and certain instruments and consumables, many of our water testing products and certain of our livestock, poultry, and dairy testing [removed: products, at a single facility] [added: products] in [removed: Westbrook,] [added: Southern] Maine.

In addition, we maintain major distribution facilities in North America and in the Netherlands and [removed: major] reference laboratories in [added: multiple locations, including] Memphis, Tennessee; Kornwestheim, Germany; [added: West] Sacramento, California; Elmhurst, Illinois; North Grafton, Massachusetts; [removed: East] Brisbane, Australia; Markham, Ontario; Wetherby, U.K.; and Tokyo, Japan.

Interruption of operations at any of [removed: these facilities] [added: our facilities, including the ones described above,] due to the occurrence of one or more of the events described above could have an adverse effect on our results of operations.

- Attracting, developing, and retaining key leadership and talent necessary to support all elements of our strategy;

- Continuing to incorporate AI, machine learning, and automation into our products and services and associated business processes, such as customer support and software development;

loss of some or all of our rights under these contracts or require us to compensate the supplier.

Issues in the use of AI in our product offerings may result in reputational harm or liability

We have built, and expect to continue to build, AI into many of our product and service offerings, and we expect this element of our business to grow.

We envision a future in which responsible AI operating in our devices, applications, and the cloud, helps our customers be more productive in their business activities and interactions with consumers.

As with many disruptive innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

AI algorithms and models may be flawed.

Datasets may be insufficient or contain information that is non-representative, infringing, or otherwise subject to legal challenge.

Potential government regulation related to AI use may also foreclose certain areas of AI use, cause us to modify how we use AI, and increase the burden and cost of research and development in this area, and failure to properly remediate AI usage issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our offerings.

The rapid evolution of AI will require the application of resources to develop, test, and maintain our products and services to help ensure that AI is implemented in a manner to minimize unintended, harmful impact and to comply with applicable law.

Furthermore, over the last year, there have been multiple class action lawsuits filed against large language model developers in the Northern District of California, the Southern District of New York, and the Middle District of Tennessee concerning alleged copyright and other intellectual property violations with respect to the information used to train AI models.

The outcomes of these litigations may impair our ability to provide our AI technologies.

January 1, 2030 (subject to certain exceptions to be promulgated by the Maine Department of Environmental Protection).

There has been a recent focus on laws and regulations related to artificial intelligence, including the current U.S. presidential administration, the U.S. Congress, and U.S. regulators, which cover, among other things, algorithm accountability, privacy, and transparency.

For example, the Biden Administration issued an Executive Order aimed at establishing new standards for AI safety and security, privacy, consumer and employee protection and innovation and competition associated with the use of AI.

Further, use of artificial intelligence and machine learning may be subject to laws and evolving regulations regarding, among other things, data bias and anti-discrimination.

For example, the Federal Trade Commission (“FTC”) enforces consumer protection laws such as Section 5 of the FTC Act, which prohibits unfair and deceptive practices.

AI-related legislation has also been introduced in a number of U.S. state legislatures.

In December 2023 the European Parliament and Council reached agreement on the European Union Artificial Intelligence Act, which will establish requirements for the provision and use of products that leverage artificial intelligence, machine learning, and similar technologies, and is expected to take effect in stages throughout 2025 and 2026.

Additionally, other countries have proposed legal frameworks to regulate artificial intelligence, which is a trend that may continue to increase.

Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.

vertical integration among our customers) would not have a negative impact on our ability to compete successfully.

decline in testing.

In addition, some of our products and services include information systems that collect and use data on behalf of customers (e.g., veterinary practice management systems and customer communication tools and services), and some of these products and services rely on third-party providers for cloud computing and storage.

For more information regarding personal data and

For our veterinary customers, these events may negatively affect the number of patient visits and elective procedures, and the volume of diagnostic utilization, and may otherwise disrupt clinical operations, which could adversely affect our revenues.

requirements; natural and other disasters; public health issues (such as outbreaks, epidemics, or the prospect of a pandemic); ongoing instability or changes in a country’s or region’s regulatory, economic, or political conditions, including inflation, recession, interest rate fluctuations, and actual or anticipated military or political conflicts; geopolitical crises, including terrorism, war, armed conflict, or civil or military unrest; other unfavorable geopolitical conditions; security concerns; and local business and cultural factors that differ from our normal standards and practices, including business practices prohibited by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

Economic weakness in any of our significant geographies could cause pet owners in those regions to forgo or defer

Although the EC adopted an adequacy decision for the newly-authorized EU-U.S. Data Privacy Framework (“EU-U.S. DPF”) administered by the U.S. Department of Commerce in July 2023 enabling U.S. companies who certify to the EU-U.S. DPF to rely on it as a valid data transfer mechanism, the adequacy decision is likely to face challenge, including at the CJEU.

In July 2023, the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) went into effect, governing transfers of Swiss personal data, and in October 2023, the UK Extension to the EU-U.S. DPF came into force, to facilitate transfers of personal data from the UK to the U.S. We currently rely on a mixture of mechanisms to transfer certain personal data from the EEA, Switzerland, and the UK to the U.S. and other third countries including the EU-U.S. DPF, the Swiss-U.S. DPF, and the UK Extension to the EU-U.S. DPF.

We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue.

In particular, we expect the EU-U.S. DPF adequacy decision to be challenged and international transfers to the U.S. and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.

procedures.

Specifically, many jurisdictions have committed to adopting the Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Global Minimum Tax.

Pillar Two is designed to ensure large multinational enterprises pay a minimum effective tax of at least 15% on income in each jurisdiction.

As of December 31, 2023, various countries have enacted aspects of Pillar Two while committing to enact additional aspects in future years.

While we do not expect these rules to have a material impact on our effective tax rate, we continue to monitor these initiatives on a global basis.

Similarly, our future operating results may vary

- Attracting, developing, and retaining key leadership and talent necessary to support all elements of our strategy, which is challenging due to the increasingly competitive and tight labor markets in which we operate, as well as public health issues, including pandemics, such as the COVID-19-related pandemic impacts on the workforce;

If we are unable to obtain adequate quantities of products, components, or raw materials in the future from sole and single-source suppliers, or if such sole

In extreme situations, compliance with these laws,

Even if our patents

Furthermore, an

Our limited experience and small scale in the human point-of-care and related human laboratory diagnostics sector could inhibit our success in this sector

We have limited experience in the human point-of-care and related human laboratory medical diagnostics sector, and we operate at a small scale in this area.

This sector differs in many respects from the veterinary diagnostic sector.

Significant differences include the impact of third-party reimbursement on diagnostic testing, more extensive regulation, greater product liability risks, larger competitors, a more segmented customer base, and more rapid technological innovation.

Our limited experience and small scale in the human point-of-care and laboratory medical diagnostics sector could negatively affect our ability to successfully manage the risks and features of this sector that differ from the veterinary diagnostic sector.

There can be no assurance that we will be successful in achieving growth and profitability in the human point-of-care and laboratory medical diagnostics sector comparable to the results we have achieved in the veterinary diagnostic sector.

standards and practices, including business practices prohibited by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

The ongoing impacts of the global COVID-19 pandemic, inflation, rising interest rates, fear of a global economic downturn or recession and other economic factors, have increased economic uncertainty and caused economic slowdowns that may continue or recur.

cause veterinarians to defer purchasing capital items such as our instruments and systems.

The CCPA contained certain exemptions for personal information of employees and job applicants, and personal information collected in a “business-to-business” context, each of which expired as of January 1, 2023, expanding compliance obligations under to the CCPA.

Noncompliance could result in regulatory enforcement actions resulting in monetary penalties of up to the greater of €20 million or 4% of global annual revenues, private litigation, a suspension or termination of processing activities, reputational damage, and loss of customers.

Additional countries in which we operate are considering adopting or expanding laws and regulations regarding personal data.

For example, in July 2020 the Court of Justice of the European Union invalidated the EU-U.S. and Swiss-U.S. Privacy

Additionally, tax rules governing cross-border activities are continually subject to modification as a result of coordinated actions by governments and organizations such as the Organization for Economic Cooperation and Development (“OECD”) and unilateral measures designed by individual countries, including a global minimum tax rate of 15%, both intended to tackle concerns over base erosion and profit shifting (“BEPS”) and perceived international tax avoidance techniques.

The U.S. recently enacted new tax legislation which, among other changes, imposes a 15% minimum tax on the book income of certain corporations and 1% excise tax on stock buybacks by U.S. public companies.

Significant judgment

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10‑K.* *The discussion of our financial condition and results of operations and liquidity and capital resources for the year ended December 31, [removed: 2020,] [added: 2021,] and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] is included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] within Item 7.

Revenue [removed: Recognition] and Note 17.

Segment Reporting” to the consolidated financial statements for the year ended December 31, [removed: 2022,] [added: 2023,] included in this Annual Report on Form 10-K for financial information about our segments, including our product and service categories, and our geographic areas.

Revenues from the associated IDEXX VetLab consumables, SNAP rapid assay test kits, reference laboratory and consulting services, and extended maintenance agreements and accessories related to our IDEXX VetLab [removed: instruments] [added: instruments,] and our SNAP Pro Analyzer are recurring in nature, in that they are regularly purchased by our customers, typically as they perform diagnostic testing as part of ongoing veterinary care services.

Therefore, the [added: sales] mix of recurring and non-recurring revenues in a particular period will impact our gross margins.

*Diagnostic Capital Revenue.* Revenues related to the placement of the IDEXX VetLab suite of instruments are non-recurring in nature, in that the customer will buy an instrument once over its respective product life cycle, but will purchase consumables for that instrument on a recurring basis as they use that instrument for [added: diagnostic] testing purposes.

[removed: volume commitments, such as our IDEXX 360 program, or reagent rentals, in which] [added: Many] instruments are placed [removed: at] [added: through our] customer [removed: sites at little or no cost] [added: commitment arrangements] in exchange for [removed: a] multi-year customer [removed: commitment] [added: commitments] to purchase recurring products and services.

Below is a table showing active installed base units of our premium diagnostic instruments as of the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:][added: 2021:]

| Instrument | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Catalyst | | | | | | [removed: 63.1] [added: 69.1] | | | | | | [removed: 56.6] [added: 63.1] | | | | | | [removed: 49.7] [added: 56.6] | | |

| Premium Hematology | | | | | | [removed: 43.1] [added: 47.8] | | | | | | [removed: 38.2] [added: 43.1] | | | | | | [removed: 34.6] [added: 38.2] | | |

| SediVue | | | | | | [removed: 15.6] [added: 18.1] | | | | | | [removed: 13.2] [added: 15.6] | | | | | | [removed: 10.7] [added: 13.2] | | |

Our long-term success in the continuing growth of our CAG recurring diagnostic [removed: product] [added: products] and services is dependent upon: growing volumes at existing customers by increasing their utilization of existing and new test offerings, acquiring new customers, maintaining high customer loyalty and retention, and realizing [removed: modest] annual price increases based on our differentiated products and the growing value of our diagnostic offering.

For the year ended December 31, [removed: 2022,] [added: 2023,] recurring diagnostic revenue, which is both highly durable and profitable, accounted for approximately [removed: 79%] [added: 80%] of our consolidated revenue.

We further augment our product development and customer service efforts with sales and [added: marketing programs that enhance medical awareness and understanding regarding certain diseases and the importance of diagnostic testing.]

[removed: In recent years, recurring] [added: Recurring] reference laboratory diagnostic and consulting revenues have also [removed: been] increased [removed: through] [added: as a result of our customer commitment arrangements, and customer gains from] reference laboratory acquisitions, customer list acquisitions, [added: and] the opening of new reference laboratories, including laboratories that are co-located with large practice [removed: customers, and as a result of our up-front customer loyalty programs and our volume commitment programs.][added: customers.]

Our [removed: up-front] customer [removed: loyalty programs are associated with customer acquisitions and retention and provide incentives] [added: commitment arrangements that include up-front consideration paid] to customers [added: provide customers with incentives] in the form of [removed: cash payments or] IDEXX Points [added: or, from time to time, cash,] upon entering [added: into] multi-year [removed: contractual agreements] [added: arrangements] to purchase annual minimum amounts of [added: future] products or [removed: services, including reference laboratory] services.

Our [removed: volume] [added: customer] commitment [removed: programs,] [added: arrangements that include free or discounted instruments and systems,] such as [added: our] IDEXX [removed: 360,] [added: 360 program,] provide customers with [removed: a] free or discounted [removed: instrument] [added: instruments] or [removed: system] [added: systems] upon entering into multi-year [removed: agreements] [added: arrangements] to purchase annual minimum amounts of products and services.

Cornerstone, ezyVet, Animana, IDEXX Neo, and DVMAX practice management systems provide [removed: superior] integrated information solutions, backed by [removed: exceptional] customer support and education.

These practice management systems [removed: allow] [added: support] the [removed: veterinarian] [added: veterinarian’s ability] to practice better medicine and achieve the practice’s business objectives, including a quality client experience, staff efficiency and practice effectiveness and profitability.

Our Cornerstone and DVMAX customer base continues to be an important driver of growth through [removed: enhanced] diagnostic integrations and [removed: high value] add-on subscription services, such as Pet Health Network Pro, Petly Plans, and credit card processing, and we continue to make investments to enhance the customer experience of all of our license-based software offerings.

Pet Health Network Pro online client communication and education service complements the entire IDEXX [added: product offering by educating pet owners and building loyalty through engaging the pet owner before, during and after the visit, thereby building client loyalty and driving more patient visits.]

Our digital radiography [removed: systems, enables] [added: systems enable] low-dose radiation image capture without sacrificing clear, high-quality diagnostic images, reducing the risk posed by excess radiation exposure for veterinary professionals.

Placements of imaging systems are important to the growth of revenue streams that are recurring in nature, including extended maintenance agreements and IDEXX Web PACS, which is our cloud-based SaaS offering for viewing, accessing, [removed: storing, and sharing multi-modality diagnostic images.]

As [added: a] result, the performance in certain sectors of this business can fluctuate.

[removed: Similar to our veterinary instruments and] consumables strategy, a substantial portion of the revenues from this product line is derived from the sale of consumables for use on the installed base of electrolyte and blood gas analyzers.

[removed: Revenue Recognition”] [added: Revenue”] to the consolidated financial statements for the year ended December 31, [removed: 2022,] [added: 2023,] included in this Annual Report on Form 10-K for additional information about our revenue recognition policy and criteria for recognizing revenue.

If a customer breaches their agreement, they are required to refund all or a portion of the up-front [removed: cash or IDEXX Points,] [added: consideration,] or make other repayments, remedial actions, or both.

Up-front incentives to customers [removed: in the form of cash or IDEXX Points] are not made in exchange for distinct goods or services and are capitalized as [removed: customer] [added: consideration paid to customers (previously referred to as “customer] acquisition [removed: costs] [added: costs”)] within other current and long-term assets, which are subsequently recognized as a reduction to revenue over the term of the customer [removed: agreement.][added: arrangement.]

[added: If these up-front incentives are] subsequently utilized to purchase instruments, we allocate total consideration, including future committed purchases less up-front incentives and estimates of expected price adjustments, based on relative standalone selling [removed: prices] [added: prices,] to identified performance obligations and recognize instrument revenue and cost at the time of installation and customer acceptance.

[removed: We] estimate, based on historical experience, and apply judgment to predict the amounts of future customer purchases and expected price adjustments related to these multi-year [removed: agreements.][added: arrangements.]

Differences between estimated and actual customer purchases may impact the timing and amount of revenue recognition during the term of the customer [removed: contract,] [added: arrangement,] and a 10% change in these estimates would have increased or reduced [removed: deferred revenue] [added: contract assets] and cumulative [added: recognized] revenue related to these programs by approximately [removed: $1.1] [added: $5.5] million at December 31, [removed: 2022.][added: 2023.]

We allocate total consideration, including future committed purchases and expected price adjustments, based on relative standalone selling [removed: prices] [added: prices,] to identified performance obligations and recognize instrument revenue and cost at the time of installation and customer acceptance in advance of billing the customer, which is also when the customer obtains control of the instrument based on legal title transfer.

The contract asset is transferred to accounts receivable when customers are billed for products and services over the term of the [removed: contract.][added: arrangement.]

Differences between estimated and actual customer purchases may impact the timing and amount of revenue recognition during the term of the customer [removed: contract,] [added: arrangement,] and a 10% change in these estimates would have increased or reduced [removed: contract assets and] cumulative [added: recognized] revenue related to these programs by approximately [removed: $4.3] [added: $1.3] million at December 31, [removed: 2022.][added: 2023.]

Our [removed: instrument] rebate [removed: programs require an instrument purchase and] [added: arrangements] provide customers the opportunity to earn future rebates based on the volume of products and services they purchase over the term of the [removed: program.][added: arrangement.]

We estimate, based on historical experience, and apply judgment to predict the amounts of future customer rebates related to these multi-year [removed: agreements.][added: arrangements.]

Differences between estimated and actual customer rebates may impact the timing and amount of revenue recognition during the term of the customer [removed: contract,] [added: arrangement,] and a 10% change in these estimates would have increased or reduced deferred revenue and cumulative [added: recognized] revenue related to these programs by approximately [removed: $2.8] [added: $0.1] million at December 31, [removed: 2022.][added: 2023.]

Future market conditions and changes in product offerings may cause us to change marketing strategies to increase or decrease customer incentive offerings, possibly resulting in incremental reductions of revenue in future periods [removed: as] compared to reductions in the current or prior periods.

Additionally, certain customer [removed: programs] [added: arrangements] require us to estimate, based on historical experience, and apply judgment to predict the amounts of future customer purchases, customer rebates and other incentive payments, and price adjustments related to multi-year [removed: agreements.][added: arrangements.]

*Recurring Revenue*.

Our large practice management systems installed base provides access to veterinary channel transaction activity, enabling a syndicated data offering.

storing, and sharing multi-modality diagnostic images.

*Systems and hardware*.

Software, hardware, and integrated services that run key functions of veterinary clinics, including managing patient electronic health records, scheduling, client communication, billing, and inventory management.

We also provide installation and advisory services associated with our systems and hardware placements.

Our diagnostic imaging systems capture radiographic images in digital form, replacing traditional x-ray film and the film development process, which generally requires the use of hazardous chemicals and darkrooms.

We market and sell two diagnostic imaging systems primarily used in small animal veterinary applications: the IDEXX ImageVue DR50 and the IDEXX ImageVue DR30.

Similar to our veterinary instruments and

Beginning in 2020, with the onset of the COVID-19 pandemic, we provided human testing solutions for the detection of SARS-CoV-2, the virus that causes COVID-19.

During the first quarter of 2023, we discontinued actively marketing our COVID-19 testing products and services.

We

We estimate, based on historical experience, and apply judgment to predict the amounts of future customer purchases and expected price adjustments related to these multi-year arrangements.

determination was made.

U.S. same-store clinical visits at veterinary practices declined approximately 0.5% in 2023, impacted by ongoing veterinary practice productivity and capacity constraints.

Our products and services include solutions that help improve staff productivity and create additional capacity at veterinary clinics.

For example, during January 2024, we announced the launch of our new slide-free cellular analyzer, IDEXX inVue Dx, that detects the most common cytologic changes found in ear and blood samples, targeted for late 2024 release.

Effect of Geopolitical Conflicts.

The overall financial performance of our business may be impacted by geopolitical instability and macroeconomic conditions, including the effects of conflicts between Russia and Ukraine, tensions across the Taiwan Strait, the Israel-Hamas conflict, as well as other conflicts in the Middle East, and resulting uncertainty in the markets, volatility in exchange rates, and inflationary trends.

Suspending our direct Russian operations and liquidating our Russian subsidiary did not have a material impact on our financial statements.

| CAG | | | | | | $ | 3,352,356 | | | | | $ | 3,058,793 | | | | | $ | 293,563 | | | | | 9.6 | | % | | | | (0.2 | | %) | | | | — | | | | | | 9.8 | | % |

| *United States* | | | | | | *2,282,507* | | | | | | *2,073,222* | | | | | | *209,285* | | | | | | *10.1* | | *%* | | | | *—* | | | | | | *—* | | | | | | *10.1* | | *%* |

| *International* | | | | | | *1,069,849* | | | | | | *985,571* | | | | | | *84,278* | | | | | | *8.6* | | *%* | | | | *(0.6* | | *%)* | | | | *—* | | | | | | *9.1* | | *%* |

| Water | | | | | | $ | 168,149 | | | | | $ | 155,720 | | | | | $ | 12,429 | | | | | 8.0 | | % | | | | (0.3 | | %) | | | | 1.1 | | % | | | | 7.2 | | % |

| *United States* | | | | | | *83,838* | | | | | | *76,875* | | | | | | *6,963* | | | | | | *9.1* | | *%* | | | | *—* | | | | | | *0.5* | | *%* | | | | *8.5* | | *%* |

| *International* | | | | | | *84,311* | | | | | | *78,845* | | | | | | *5,466* | | | | | | *6.9* | | *%* | | | | *(0.6* | | *%)* | | | | *1.6* | | *%* | | | | *5.9* | | *%* |

| LPD | | | | | | $ | 121,659 | | | | | $ | 122,607 | | | | | $ | (948) | | | | | (0.8 | | %) | | | | — | | | | | | — | | | | | | (0.8 | | %) |

| *United States* | | | | | | *18,961* | | | | | | *16,633* | | | | | | *2,328* | | | | | | *14.0* | | *%* | | | | *—* | | | | | | *—* | | | | | | *14.0* | | *%* |

| *International* | | | | | | *102,698* | | | | | | *105,974* | | | | | | *(3,276)* | | | | | | *(3.1* | | *%)* | | | | *0.1* | | *%* | | | | *—* | | | | | | *(3.1* | | *%)* |

| Other | | | | | | $ | 18,789 | | | | | $ | 30,204 | | | | | $ | (11,415) | | | | | (37.8 | | %) | | | | — | | | | | | — | | | | | | (37.8 | | %) |

| Total Company | | | | | | $ | 3,660,953 | | | | | $ | 3,367,324 | | | | | $ | 293,629 | | | | | 8.7 | | % | | | | (0.2 | | %) | | | | 0.1 | | % | | | | 8.8 | | % |

| *United States* | | | | | | *2,391,427* | | | | | | *2,182,959* | | | | | | *208,468* | | | | | | *9.5* | | *%* | | | | *—* | | | | | | *—* | | | | | | *9.5* | | *%* |

| *International* | | | | | | *1,269,526* | | | | | | *1,184,365* | | | | | | *85,161* | | | | | | *7.2* | | *%* | | | | *(0.5* | | *%)* | | | | *0.1* | | *%* | | | | *7.6* | | *%* |

Increases in our veterinary software and diagnostic imaging services recurring revenue also contributed to higher revenue supported by demand for subscription-based software.

Higher revenue in our Water business was primarily due to the benefit of price increases and higher testing volumes in certain international regions, as well as the benefit of an acquisition in the third quarter of 2022.

The decline in our LPD business was primarily due to lower herd health screening volume, partially offset by higher realized prices and volume growth in North America, Europe, and South America.

The decrease in Other revenue was primarily due to lower sales of OPTI COVID-19 PCR testing products and services, following the discontinuation of active marketing of such products and services in the first quarter of 2023.The impact of currency movements decreased total revenue growth by 0.2%, while the impact of acquisitions increased total revenue growth by 0.1%.

| Revenues | | | | | | $ | 3,660,953 | | | | | | | | | | | $ | 3,367,324 | | | | | | | | | | | $ | 293,629 | | | | | 8.7 | | % |

| Cost of revenue | | | | | | 1,470,983 | | | | | | | | | | | | 1,362,986 | | | | | | | | | | | | 107,997 | | | | | | 7.9 | | % |

| Gross profit | | | | | | 2,189,970 | | | | | | 59.8 | | % | | | | 2,004,338 | | | | | | 59.5 | | % | | | | 185,632 | | | | | | 9.3 | | % |

During the early stage of an instrument’s life cycle, we derive relatively greater revenues from instrument placements, while consumable sales become relatively more significant in later stages as the installed base of instruments increases and instrument placement revenues begin to decline.

In the early stage of an instrument’s life cycle, placements are made primarily through sales transactions.

As the demand for the product matures, an increasing percentage of placements are made in transactions, sometimes referred to as

marketing programs that enhance medical awareness and understanding regarding certain diseases and the importance of diagnostic testing.

We believe that once established, this subscription-based model will provide higher profitability as compared to the historical license-based placements.

Our client communication services create more meaningful pet owner experiences through personalized communication.

product offering by educating pet owners and building loyalty through engaging the pet owner before, during and after the visit, thereby building client loyalty and driving more patient visits.

During the early stage of an instrument’s life cycle, relatively greater revenues are derived from instrument placements, while consumable sales become relatively more significant in later

stages as the installed base of instruments increases and instrument placement revenues begin to decline.

Our long-term success in this area of our business is dependent upon new customer acquisition, customer retention and increased customer utilization of existing and new assays introduced on these instruments.

During 2020, we introduced the OPTI SARS-CoV-2 RT-PCR test kit for human COVID-19 testing.

A significant portion of the 2021 growth in our OPTI Medical business was from revenue generated from the test kits and related laboratory services.

The amount of revenue from this product decreased in 2022, with less demand for testing.

We expect revenues from COVID-19 related testing products and services to be inconsequential in 2023.

Our up-front loyalty programs provide customers with incentives in the form of cash payments or IDEXX Points upon entering into multi-year agreements to purchase annual minimum amounts of future products or services.

If these up-front incentives are

Our volume commitment programs, such as our IDEXX 360 program, provide customers with free or discounted instruments or systems upon entering into multi-year agreements to purchase annual minimum amounts of products and services.

Valuation of Goodwill and Other Intangible Assets

A significant portion of the purchase price for acquired businesses is generally assigned to intangible assets.

Intangible assets other than goodwill are initially valued at fair value.

If a quoted price in an active market for the identical asset is not readily available at the measurement date, the fair value of the intangible asset is estimated based on discounted cash flows using market participant assumptions, which are assumptions that are not specific to IDEXX.

The selection of appropriate valuation methodologies and the estimation of discounted cash flows require significant assumptions about the timing and amounts of future cash flows, risks, appropriate discount rates, and the useful lives of intangible assets.

When significant, we typically utilize independent valuation experts to advise and assist us in determining the fair values of the identified intangible assets acquired in connection with a business acquisition and in determining appropriate amortization methods and periods for those intangible assets.

Goodwill is initially valued based on the excess of the purchase price of a business combination over the fair value of acquired net assets recognized and represents the future economic benefits arising from other assets acquired that could not be separately identified and recognized.

We assess goodwill for impairment annually, at the reporting unit level, in the fourth quarter and whenever events or circumstances indicate impairment may exist.

An impairment charge is recorded for the amount, if any, by which the carrying

amount of goodwill exceeds its implied fair value.

Our reporting units are the individual product and service categories that comprise our CAG operating segment, our Water and LPD operating segments and goodwill remaining from the restructuring of our pharmaceutical business in the fourth quarter of 2008.

A substantial portion of the goodwill remaining from the pharmaceutical business, included in our “Other Segment,” is associated with intellectual property that has been, or may be, licensed to third parties.

Realization of this goodwill is dependent upon the success of those third parties in developing and commercializing products, which will result in our receipt of royalties and other payments.

As part of our goodwill testing process, we evaluate factors specific to a reporting unit as well as industry and macroeconomic factors that are reasonably likely to have a material impact on the fair value of a reporting unit.

Examples of the factors considered in assessing the fair value of a reporting unit include: the results of the most recent impairment test; the competitive environment; the regulatory environment; the effects natural disasters; anticipated changes in product, supply chain, or labor costs; revenue and profitability trends and expectations; the consistency of cash flows; and current and long-range financial forecasts.

The long-range financial forecasts of the reporting units, which are based upon management’s long-term view of our markets, are used by senior management and the Board of Directors to evaluate operating performance.

In the fourth quarter of 2022, we performed a qualitative assessment of goodwill impairment for all of our reporting units, except for Pharmaceutical Activities, and concluded that it is not more likely than not that the fair value of any of those reporting units is less than its carrying amount, including goodwill.

We maintain approximately $6.5 million of goodwill associated with Pharmaceutical Activities, which comprises pharmaceutical intellectual property, out-licensing arrangements, and certain retained drug delivery technologies from which we earn royalty revenue.

For our Pharmaceutical Activities, we performed a quantitative assessment and concluded that the estimated fair value approximates the carrying amount of the reporting unit.

We estimated the fair value of the Pharmaceutical Activities using an income approach based on discounted forecasted cash flows, making assumptions about future cash flows and discount rates.

These is no guarantee that we will be able to maintain revenues from our remaining Pharmaceutical Activities.

No goodwill impairments were identified during the years ended December 31, 2022, 2021, and 2020.

A prolonged economic downturn in the U.S. or internationally resulting in lower long-term growth rates and reduced long-term profitability may reduce the fair value of our reporting units.

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately 21% of our consolidated revenue was derived from products manufactured or sourced in U.S. dollars and sold internationally in local currencies, [removed: as] compared to [removed: 23% and] 21% [added: and 23%] for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The functional currency of most of our subsidiaries is their local [removed: currency, except six of our foreign subsidiaries where the functional currency is the U.S. dollar.][added: currency.]

The following table presents the estimated foreign currency exchange impact on our revenues, operating profit, and diluted earnings per share for the current period and [removed: as] compared to the respective prior-year period:

| | | | | | | For the [removed: Year Ended] [added: Years Ended December 31,] | | | | | | | | | | | | | | |

| *(in thousands, except per share amounts)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue (decrease) increase | | | | | | $ | [removed: (108,812)] [added: (4,603)] | | | | | $ | [removed: 46,001] [added: (108,812)] | | | | | $ | [removed: 1,301] [added: 46,001] | |

| Operating profit (decrease) increase, excluding hedge activity and exchange impacts on settlement of foreign currency denominated transactions | | | | | | $ | [removed: (56,420)] [added: (5,489)] | | | | | $ | [removed: 28,557] [added: (56,420)] | | | | | $ | [removed: 887] [added: 28,557] | |

| Hedge gains (losses) - current period | | | | | | [removed: 25,733] [added: 3,512] | | | | | | [removed: (7,121)] [added: 25,733] | | | | | | [removed: 829] [added: (7,121)] | | |

| Exchange (losses) [removed: gains] on settlements of foreign currency denominated transactions - current period | | | | | | [removed: (3,408)] [added: (1,078)] | | | | | | [removed: (2,111)] [added: (3,408)] | | | | | | [removed: 699] [added: (2,111)] | | |

| Operating profit (decrease) increase - current period | | | | | | $ | [removed: (34,095)] [added: (3,055)] | | | | | $ | [removed: 19,325] [added: (34,095)] | | | | | $ | [removed: 2,415] [added: 19,325] | |

| Hedge [removed: losses] (gains) [added: losses] - prior period | | | | | | [removed: 7,121] [added: (25,733)] | | | | | | [removed: (829)] [added: 7,121] | | | | | | [removed: (10,628)] [added: (829)] | | |

| Exchange losses (gains) on settlement of foreign currency denominated transactions - prior period | | | | | | [removed: 2,111] [added: 3,408] | | | | | | [removed: (699)] [added: 2,111] | | | | | | [removed: 1,116] [added: (699)] | | |

| Operating profit (decrease) increase - [removed: as] compared to prior period | | | | | | $ | [removed: (24,863)] [added: (25,380)] | | | | | $ | [removed: 17,797] [added: (24,863)] | | | | | $ | [removed: (7,097)] [added: 17,797] | |

| Diluted earnings per share (decrease) increase - [removed: as] compared to prior period | | | | | | $ | [removed: (0.22)] [added: (0.24)] | | | | | $ | [removed: 0.16] [added: (0.22)] | | | | | $ | [removed: (0.06)] [added: 0.16] | |

At our current foreign exchange rate assumptions, we anticipate [removed: the effect of a stronger U.S. dollar] [added: year-over-year changes] will [removed: have an unfavorable effect on our operating results by decreasing] [added: reduce] our revenues, [added: and increase our] operating [removed: profit,] [added: profit] and diluted earnings per share in the year ended December 31, [removed: 2023,] [added: 2024,] by approximately [removed: $16] [added: $1] million, [removed: $25] [added: $2] million, and [removed: $0.23] [added: $0.02] per share, respectively.

[removed: This unfavorable impact] [added: These favorable impacts to our operating profit and diluted earnings per share] includes net year-over-year impacts of foreign currency hedging activity, which is expected to [removed: decrease] [added: increase] total company operating profit by approximately [removed: $18] [added: $2] million and diluted earnings per share by [removed: $0.17] [added: $0.02] during the year ending December 31, [removed: 2023.][added: 2024.]

The above estimate assumes that the value of the U.S. dollar relative to other currencies will reflect the euro at [removed: $1.06,] [added: $1.08,] the British pound at [removed: $1.19,] [added: $1.25,] the Canadian dollar at [removed: $0.73, and] [added: $0.74,] the Australian dollar at [removed: $0.68; and] [added: $0.66;] the Japanese yen at [removed: ¥135,] [added: ¥147,] the Chinese renminbi at RMB [removed: 6.88,] [added: 7.23,] and the Brazilian real at [removed: R$5.30] [added: R$4.95] to the U.S. dollar for the full year of [removed: 2023.][added: 2024.]

The foreign currency exchange impacts on our revenue and operating income will be different from our [removed: 2023] [added: 2024] estimates if actual foreign exchange rates are different from our assumptions.

Excluding the impact of intercompany and trade balances denominated in currencies other than the functional subsidiary currencies, a 1% strengthening of the U.S. dollar would reduce revenue by approximately [removed: $12] [added: $13] million and operating income by approximately [removed: $3 million to] $4 million, net of hedge positions.

We enter into foreign currency exchange contracts with [removed: large] [added: large, well-capitalized] multinational financial institutions and we do not hold or engage in transactions involving derivative instruments for purposes other than risk management.

If a hedging instrument qualifies for hedge accounting, changes in the fair value of the [removed: derivative] [added: hedging] instrument from the effective portion of the hedge are deferred in accumulated other comprehensive income, net of tax, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Our foreign currency hedging strategy is consistent with prior periods and there were no material changes in our market risk exposure during the year ended December 31, [removed: 2022.][added: 2023.]

As a result, no significant ineffectiveness has resulted or been [removed: recorded through] [added: recognized in] the statements of income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

We have additional unhedged foreign currency exposures related to foreign services and [added: in] emerging markets where it is not practical to hedge.

The notional amount of foreign currency exchange contracts to hedge forecasted intercompany purchases and sales totaled [removed: $258.2] [added: $294.0] million at December 31, [removed: 2022,] [added: 2023,] and [removed: $286.7] [added: $258.2] million at December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $0.8] [added: $2.4] million of net unrealized [removed: gains] [added: losses] on foreign currency exchange contracts recorded in accumulated other comprehensive loss, net of related tax.

Risk [removed: Factors; *Risks] [added: Factors: “*Since our business is global in nature, geopolitical risks and other risks] associated with doing business internationally could negatively affect our [added: business, financial condition, and] operating [removed: results*] [added: results”*] and [removed: *Strengthening] [added: *“Strengthening] of the rate of exchange for the U.S. dollar has a negative effect on our business*,” and “Part II, Item 8.

Although the Credit Facility does not mature until December 9, 2026, all individual borrowings under the terms of the Credit Facility have a stated term between 1 and 180 days, including the [removed: $250] [added: $250.0] million Term Loan that matures on October 20, 2025.

The variable rates are based on SOFR, with rolling maturities of [removed: 1] [added: one] and [removed: 3] [added: three] month increments.

During [removed: 2022,] [added: 2023,] we experienced inflationary pressure on our operating costs.

During [removed: 2023,] [added: 2024,] we expect to continue to face higher costs for labor, commodities, energy, and transportation, as well as increased prices from suppliers.

Any price increases we may impose may lead to declines in sales volume or [removed: sector share,] [added: loss of business,] if competitors do not similarly adjust their prices, or customers refuse to purchase at the higher prices.

We incur interest expense on our borrowings outstanding on our Senior Notes at a fixed rate.

We entered into an interest rate swap to manage the effect of variable interest obligations on amounts borrowed under the terms of the Credit Facility.

Beginning on March 31, 2023, the variable interest rate associated with $250.0 million of borrowings outstanding under the Credit Facility became effectively fixed at 3.9%, plus the applicable credit spread, through October 20, 2025.

Borrowings outstanding under the Credit Facility at December 31, 2023, were $250.0 million.

At December 31, 2022, we had $579.0 million of borrowings outstanding under the Credit Facility.

As of December 31, 2022, based on our gross leverage ratio, our borrowing costs under the Credit Facility were approximately 3.1%.

Based on the amount outstanding under our Credit Facility as of December 31, 2022, an increase in SOFR of 1% would increase interest expense by approximately $5.8 million on an annual basis.

Our Other operating segment combines and presents our human medical diagnostic products [removed: and services] business with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments.

These integrated diagnostic results provide the veterinarian with a visualization of patient-specific [removed: testing results,] [added: information,] allowing the veterinarian to easily see and trend diagnostic results, enabling greater medical insight and enhanced [removed: decision-making.][added: decision-making through IDEXX DecisionIQ, an analytical tool incorporated in VetConnect PLUS that utilizes proprietary technology including AI to aid practitioners in making medical diagnoses.]

Our in-clinic diagnostic solutions also include a broad range of single-use, IDEXX SNAP rapid assay test kits that provide quick, accurate, and convenient point-of-care diagnostic test results for a variety of companion animal [removed: disease causing] [added: disease-causing] pathogens and health conditions.

We have three blood and urine chemistry analyzers that are used by veterinarians to measure levels of certain enzymes and other substances in blood or urine for monitoring health status and assisting [added: in diagnosing physiologic conditions.]

[removed: While we currently do] [added: We continue to offer consumables to support analyzers that are] not [removed: sell] [added: actively marketed including] the LaserCyte Dx [removed: hematology analyzer] and [removed: the] IDEXX VetAutoread hematology [removed: analyzer, we continue to support these] analyzers.

The principal canine SNAP rapid assay tests include SNAP 4Dx Plus, which tests for the [removed: six] [added: seven] vector-borne diseases causing pathogens, including Lyme disease as well as canine heartworm, and SNAP Heartworm RT, which tests for heartworm.

Outside Reference Laboratory Diagnostic and Consulting Services*.* We offer commercial reference laboratory diagnostic and consulting services to veterinarians in many developed geographies worldwide, including customers in the U.S., Europe, Canada, Australia, Japan, New Zealand, South Africa, [added: and] South Korea, [removed: and Brazil,] through a network of approximately 80 laboratories.

Our practice [removed: information] management systems offerings include cloud-based ezyVet, Animana, IDEXX Neo, and [removed: Cornerstone Cloud, and on-premise Cornerstone and DVMAX.][added: on-premises Cornerstone.]

To support the software system needs of practices, IDEXX provides integrated services [removed: including:] [added: including] Payment Solutions, Data Backup & Recovery, and Practice Supplies.

IDEXX Web PACS is integrated with Cornerstone, ezyVet, IDEXX Neo, DVMAX, and IDEXX VetConnect PLUS to provide centralized access to diagnostic imaging results alongside patient diagnostic results from any [removed: internet connected] [added: internet-connected] device.

Our principal products are the Colilert, Colilert-18, and Colisure tests, which detect the presence of total coliforms and [removed: E. coli] [added: *E. col*i] in water.

[removed: Enterococci,] [added: *Enterococc*i,] bacteria normally found in human and animal waste, are organisms broadly used as microbial indicators for potential fecal contamination in water.

Livestock, Poultry, [removed: Heard] [added: Herd] Health Screening and Production Management.

[removed: Our] [added: We also offer] herd health screening services [removed: are offered] to livestock veterinarians and producers.

Our primary product lines are SNAP Beta-Lactam ST and SNAPduo [removed: Beta-Tetra ST,] [added: ST Plus,] which detect certain [removed: beta lactam] [added: beta-lactam] and tetracycline antibiotic residues.

[added: These OPTI analyzers are used primarily] in emergency rooms, operating rooms, cardiac monitoring areas, and other locations where time-critical diagnostic testing is performed within the hospital setting.

[removed: We also provide] [added: Beginning in 2020, with the onset of the COVID-19 pandemic, we provided] human testing solutions for the detection of SARS-CoV-2, the virus that causes [removed: COVID-19, as well as influenza A and B.][added: COVID-19.]

Information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this [removed: annual report] [added: Annual Report on Form 10-K] or any other filing we make with the SEC.

We maintain [added: a] sales [removed: offices outside] [added: presence in] the U.S. [added: and] in [removed: all] major regions [added: worldwide] including Africa, Asia Pacific, Canada, Europe, [removed: Middle East,] and Latin America.

Our research and development expenses, which consist of salaries, employee benefits, certain licensing agreements, materials and external consulting and development costs, were [removed: $254.8] [added: $191.0] million for the year ended December 31, [removed: 2022,] [added: 2023,] or [removed: 7.6%] [added: 5.2%] of our consolidated revenue, [removed: $161.0] [added: $254.8] million for the year ended December 31, [removed: 2021,] [added: 2022,] or [removed: 5.0%] [added: 7.6%] of our consolidated revenue and [removed: $141.2] [added: $161.0] million for the year ended December 31, [removed: 2020,] [added: 2021,] or [removed: 5.2%] [added: 5.0%] of our consolidated revenue.

Significant products supplied by sole and single-source providers include certain Catalyst Dx and Catalyst One consumables (other than electrolyte consumables and the fructosamine, [removed: T4, CRP,] [added: thyroxine, canine C-reactive protein,] progesterone, [removed: and] SDMA, and Bile Acid slides), [removed: VetTest slides, VetLyte consumables,] LaserCyte Dx consumables, [removed: VetAutoread and] ProCyte Dx analyzers and consumables, SediVue Dx urinalysis instruments and consumables, and certain components of our internally manufactured analyzers.

Certain Catalyst chemistry slides are supplied by Ortho under supply agreements that are currently set to expire in December of [removed: 2031.][added: 2033.]

This Integrated Management System includes strict manufacturing processes and procedures, employee training, ongoing process [added: improvement, product quality risk management procedures, incident investigation and corrective action procedures, and internal and third-party auditing.]

Our manufacturing and distribution facilities in Westbrook, Maine; [added: Roswell, Georgia;] Memphis, Tennessee; and the Netherlands, Switzerland, [removed: France] [added: France,] and the United Kingdom are certified to the ISO 9001 quality standard, and certain of our other facilities are certified to the environmental (ISO 14001) and testing and calibration laboratory (ISO 17025) quality standards.

Our major competitors in most geographic locations in North America are [removed: Antech Diagnostics, a Mars Petcare brand of] Mars, [removed: Incorporated;] [added: Incorporated brands Antech Diagnostics and Heska; and] Zoetis Inc. (including its wholly-owned subsidiary Abaxis, [removed: Inc.); Heska Corporation, and Samsung Electronics Co., Ltd. We also compete in certain international geographies with Zoetis, Fujifilm Holdings Corporation, Samsung Electronics, Arkray, Inc., Heska, Antech Diagnostics, Mindray, and BioNote, Inc.][added: Inc.).]

Our competitors include highly-focused smaller companies and multibillion-dollar companies with [removed: small] livestock and poultry diagnostics and water testing solution franchises.

We compete primarily with large human medical diagnostics companies such as Radiometer A/S, Siemens Medical Solutions Diagnostics, Instrumentation Laboratory Company, Abbott Diagnostics, a division of Abbott [removed: Laboratories] [added: Laboratories,] and Roche Diagnostics Corporation.

Our veterinary diagnostic products including instruments, such as Catalyst One and ProCyte One, as well as their corresponding consumables, are veterinary medical devices [removed: regulated by] [added: under] the [added: jurisdiction of the] FDA under the Food, Drug and Cosmetics Act (the “FDC Act”).

Other [removed: FDA regulated] products [added: under FDA jurisdiction] include our rapid assay products such as SNAP devices and ELISA plates.

Following regulatory licensure to market a product, APHIS requires that each [removed: lot of] product [added: serial] be submitted for test review before release to customers.

Our LPD manufacturing facility in Montpellier, France is a USDA-permitted site, and has been approved by APHIS to manufacture [added: specified] USDA-licensed products.

The EPA approval process involves submission of extensive product performance data in accordance with an EPA-approved protocol, evaluation of the data by the EPA, and publication for public comment of any [removed: proposed approval in the Federal Register before final approval.]

[removed: Our SNAP Beta-Lactam antibiotic residue test product has been accepted by the FDA, NCIMS, and AOAC RI for sale in the U.S.] While some foreign countries accept AOAC RI certification as part of their regulatory approval process, many countries have separate regulatory processes.

The FDA’s Quality System regulations further set forth standards for product design and manufacturing processes, require the maintenance of certain records, and provide for [added: inspections of our facilities by the FDA.]

These OPTI products are also subject to the regulations governing the manufacture and marketing of medical devices in other countries in which they are sold, including the EU Medical [removed: Devices] [added: Device] Regulation and In Vitro Diagnostic [added: Medical] Devices Regulation.

[added: During 2022,] OPTI [removed: manufactures, sells,] [added: manufactured, sold,] and [removed: distributes] [added: distributed] PCR and antibody ELISA test kits for the detection of the virus that causes COVID-19.

These products are also subject to the regulations governing the manufacturing and marketing of medical devices in other countries in which they are sold, including the EU Medical [removed: Devices] [added: Device] Regulation and In Vitro Diagnostic [added: Medical] Devices [removed: Regulations.][added: Regulation.]

Other countries, including China, Russia, the United Arab Emirates, and [removed: Turkey] [added: Turkey,] have implemented or anticipate implementing regulatory regimes similar to the RoHS Directive.

Our veterinary diagnostic instrument systems are not subject to regulation under the [removed: European] [added: EU] Medical Device [removed: Directive] [added: Regulation] or [removed: the] In Vitro Diagnostic [removed: Directive,] [added: Medical Device Regulation,] which are both strictly applicable to human use products.

[removed: Some] [added: As part] of [removed: our products, including] [added: the microplastics restrictions pursuant to REACH,] some of our [added: products, including] Companion Animal products, may be subject to [removed: pending restriction of microplastics pursuant to REACH.][added: derogation, such as labeling and reporting.]

Certain of these in-clinic analyzers, including the Catalyst One Chemistry analyzer, ProCyte One hematology analyzer, SediVue Dx analyzer, and IDEXX inVue Dx cellular analyzer, utilize proprietary artificial intelligence (“AI”) capabilities in their image capture systems to analyze samples.

Third-party integrations strengthen our practice management systems value proposition by improving user workflows and can quickly add new functionality to the practice management systems.

Our commercial application programming interfaces and partner management processes allow controlled access to the practice management systems platform while providing an enhanced user experience.

Our large practice management systems installed base provides access to veterinary channel transaction activity, enabling a syndicated data offering.

Industry pharmaceutical and nutrition partners leverage our data to understand channel market performance and to develop behavioral insights.

IDEXX Web PACS uses proprietary AI capabilities to enable optimal sharing, analysis, and storage of diagnostic images.

We also offer the IDEXX Tecta System, which is an instrument that automates several steps in water testing workflow.

During the first quarter of 2023, we discontinued actively marketing our COVID-19 testing products and services.

We also compete in certain international geographies with Zoetis Inc.; Mars, Incorporated brands including Heska, Antech Diagnostics, Scil, and Asia Veterinary Diagnostics; Fujifilm Holdings Corporation; Samsung Electronics, Arkray, Inc.; Mindray; and BioNote, Inc.

proposed approval in the Federal Register before final approval.

All test methods used for the drug residue testing require validation by the FDA and acceptance by the NCIMS, and are included on a Memorandum of Interpretation issued by the FDA.

IDEXX has two FDA-validated test products, SNAP NBL and SNAP Tetra, for sale in the U.S.

As of the first quarter of 2023, we are not actively marketing or promoting these products and services.

harm.

In the U.S., the EPA has published a PFAS rule under the Toxic Substance Control Act, requiring manufactures of PFAS and importers of products containing PFAS to file certain information from January 1, 2011 including PFAS chemical identity and structure, production, use, byproducts, exposure, disposal, and health and environmental effects.

We encourage and promote an inclusive culture at IDEXX, including through executive sponsorship of our employee-led communities that support our employees with diverse backgrounds.

| Asian | | | | | | 6.7 | | % | | | |

| Other (2) | | | | | | 2.3 | | % | | | |

| White | | | | | | 74.4 | | % | | | |

We have recognition programs for the purpose of acknowledging the achievements of individual and team performance.

Our well-being programs have strong utilization by our employee base, and are reviewed to ensure they are achieving the anticipated outcomes.

We continue to strengthen our approach to maximize the contributions of all through our commitment to flexible work options.

This allows managers, teams, and employees to work together to identify the most efficient way to accomplish goals.

For some teams this consists of 100% onsite work, while others employ remote or hybrid models.

Our goal is to promote a positive workplace environment where everyone can contribute to their fullest potential.

ENVIRONMENTAL MATTERS, SUSTAINABILITY AND CLIMATE CHANGE

Our operations are subject to various environmental, health, and safety laws and regulations concerning, among other things, the generation, handling, transportation, and disposal of hazardous substances or wastes, the cleanup of hazardous substance releases, emissions or discharges into the air or water, and occupational safety and health.

The ongoing costs of complying with such laws and regulations is significant and may increase in the future, particularly in the European Union, where we are required to comply with increasingly extensive regulations to disclose and address climate change impacts and resource conservation matters.

We continue to monitor legislative and regulatory actions and their potential impacts on the areas where we conduct business.

In addition to monitoring and managing compliance with environmental, health and safety laws and regulations, we also strive to reduce our environmental footprint.

We recognize that climate change has had and will continue to have significant impacts on our environment and have developed and are implementing a greenhouse gas emissions reduction strategy.

To monitor our progress in meeting our environmental goals, we track and publicly report our environmental impact metrics, including greenhouse gas emissions and energy consumption.

In pursuit of our goals, we have developed initiatives and multi-year projects to reduce our greenhouse gas emissions, integrate sustainability considerations for new product development and design, and reduce the amount of plastic and other material waste from current products and packaging.

Our most recent Corporate Responsibility Report, which is available on our website, is aligned with the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures frameworks and provides our most recent sustainability highlights for our products and operations.

in diagnosing physiologic conditions.

During the third quarter of

2022, we acquired TECTA-PDS, a Canadian-based water testing company with customers in more than 50 countries.

Through this acquisition, we are able to provide an automated rapid microbiology monitoring system to detect total coliforms and E. coli or enterococci in water.

The TECTA-PDS test has also been approved by the EPA for detecting total coliforms and E. coli for drinking water compliance testing.

We sell diagnostic tests, services and related instrumentation that are used to manage the health status of livestock and poultry, to improve producer efficiency.

We also sell SNAP tests for the detection of certain other contaminants in milk, such as Aflatoxin M1.

These OPTI analyzers are used primarily

improvement, product quality risk management procedures, incident investigation and corrective action procedures, and internal and third-party auditing.

Following approval of a product by the FDA, the product must also be accepted by NCIMS, an oversight body that includes state, federal, and industry representatives.

inspections of our facilities by the FDA.

We have applied for an extension for compliance with the reporting requirement.

Our global recruiting team connects our sourcing strategies with diversified talent channels and adopts core competencies that focus on valuing differences, to attract candidates with different backgrounds, ideas, and experiences who will further enrich our culture.

| Asian | | | | | | 6.5 | | % | | | |

| Other (2) | | | | | | 2.1 | | % | | | |

| White | | | | | | 75.5 | | % | | | |

As the COVID-19 pandemic spread globally in early 2020, we implemented significant changes that we determined were in the best interest of our employees as well as the communities in which we operate.

These included having employees work from home, if their job duties allowed, while implementing additional safety measures for employees continuing critical on-site work.

As of December 31, 2022, our offices are open and we follow public health guidance and protocols, while continuing to support flexible work options.

We monitor the state of the pandemic to ensure the continued safety and health of our employees.

on our culture, their experiences, and workplace conditions.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Based on the closing sale price on June 30, [removed: 2022] [added: 2023] of the registrant’s Common Stock, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the NASDAQ Global Select Market, the aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $28,964,148,468.][added: $41,325,387,624.]

The number of shares outstanding of the registrant’s Common Stock was [removed: 82,903,371] [added: 83,089,381] on February [removed: 10, 2023.][added: 12, 2024.]

Part III—Specifically identified portions of the Company’s definitive Proxy Statement to be filed in connection with the Company’s [removed: 2023] [added: 2024] annual meeting of stockholders (the [removed: “2023] [added: “2024] Annual Meeting”), to be held on May [removed: 17, 2023,] [added: 6, 2024,] are incorporated herein by reference.

| OPTI Medical | | | | | | OPTI Medical Systems, Inc., a [removed: wholly-owned] [added: wholly owned] subsidiary of IDEXX Laboratories Inc., located in Roswell, Georgia. This business provides point-of-care and laboratory diagnostics (including electrolyte and blood gas analyzers and related consumable products) for the human medical diagnostics [removed: sector, as well as COVID-19 testing products and services.] [added: sector.] The Roswell facility also manufactures electrolytes slides (instrument consumables) to run Catalyst One®, Catalyst Dx®, and blood gas analyzers and consumables for the veterinary market; also referred to as OPTI. | | |

| Organic revenue growth | | | | | | A non-GAAP financial measure that represents the percentage change in revenue, [removed: as] compared to the same period for the prior year, net of the effect of changes in foreign currency exchange rates, certain business acquisitions and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement for or as a superior measure to, revenues reported in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies. | | |

| Reported revenue growth | | | | | | The percentage change in revenue reported in accordance with U.S. GAAP, [removed: as] compared to the same period in the prior year. | | |

| [Item [removed: 1](#i2439a8dca9b9490ab3c040c8367b3e92_19)] [added: 1](#i418134b7afe84e228bb8d14d12bdc7e5_19)] | | | [removed: [Business](#i2439a8dca9b9490ab3c040c8367b3e92_19)] [added: [Business](#i418134b7afe84e228bb8d14d12bdc7e5_19)] | | | [removed: [6](#i2439a8dca9b9490ab3c040c8367b3e92_19)] [added: [6](#i418134b7afe84e228bb8d14d12bdc7e5_19)] | | |

| [Item [removed: 1A](#i2439a8dca9b9490ab3c040c8367b3e92_22)] [added: 1A](#i418134b7afe84e228bb8d14d12bdc7e5_22)] | | | [Risk [removed: Factors](#i2439a8dca9b9490ab3c040c8367b3e92_22)] [added: Factors](#i418134b7afe84e228bb8d14d12bdc7e5_22)] | | | [removed: [17](#i2439a8dca9b9490ab3c040c8367b3e92_22)] [added: [18](#i418134b7afe84e228bb8d14d12bdc7e5_22)] | | |

| [Item [removed: 1B](#i2439a8dca9b9490ab3c040c8367b3e92_25)] [added: 1B](#i418134b7afe84e228bb8d14d12bdc7e5_25)] | | | [Unresolved Staff [removed: Comments](#i2439a8dca9b9490ab3c040c8367b3e92_25)] [added: Comments](#i418134b7afe84e228bb8d14d12bdc7e5_25)] | | | [removed: [31](#i2439a8dca9b9490ab3c040c8367b3e92_25)] [added: [33](#i418134b7afe84e228bb8d14d12bdc7e5_25)] | | |

| [Item [removed: 2](#i2439a8dca9b9490ab3c040c8367b3e92_28)] [added: 2](#i418134b7afe84e228bb8d14d12bdc7e5_28)] | | | [removed: [Properties](#i2439a8dca9b9490ab3c040c8367b3e92_28)] [added: [Properties](#i418134b7afe84e228bb8d14d12bdc7e5_28)] | | | [removed: [31](#i2439a8dca9b9490ab3c040c8367b3e92_28)] [added: [35](#i418134b7afe84e228bb8d14d12bdc7e5_28)] | | |

| [Item [removed: 3](#i2439a8dca9b9490ab3c040c8367b3e92_31)] [added: 3](#i418134b7afe84e228bb8d14d12bdc7e5_31)] | | | [Legal [removed: Proceedings](#i2439a8dca9b9490ab3c040c8367b3e92_31)] [added: Proceedings](#i418134b7afe84e228bb8d14d12bdc7e5_31)] | | | [removed: [31](#i2439a8dca9b9490ab3c040c8367b3e92_31)] [added: [35](#i418134b7afe84e228bb8d14d12bdc7e5_31)] | | |

| [Item [removed: 4](#i2439a8dca9b9490ab3c040c8367b3e92_34)] [added: 4](#i418134b7afe84e228bb8d14d12bdc7e5_34)] | | | [Mine Safety [removed: Disclosures](#i2439a8dca9b9490ab3c040c8367b3e92_34)] [added: Disclosures](#i418134b7afe84e228bb8d14d12bdc7e5_34)] | | | [removed: [31](#i2439a8dca9b9490ab3c040c8367b3e92_34)] [added: [35](#i418134b7afe84e228bb8d14d12bdc7e5_34)] | | |

| [Item [removed: 5](#i2439a8dca9b9490ab3c040c8367b3e92_40)] [added: 5](#i418134b7afe84e228bb8d14d12bdc7e5_40)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2439a8dca9b9490ab3c040c8367b3e92_40)] [added: Securities](#i418134b7afe84e228bb8d14d12bdc7e5_40)] | | | [removed: [32](#i2439a8dca9b9490ab3c040c8367b3e92_40)] [added: [36](#i418134b7afe84e228bb8d14d12bdc7e5_40)] | | |

| [Item [removed: 6](#i2439a8dca9b9490ab3c040c8367b3e92_43)] [added: 6](#i418134b7afe84e228bb8d14d12bdc7e5_43)] | | | [removed: [\[Reserved\]](#i2439a8dca9b9490ab3c040c8367b3e92_43)] [added: [\[Reserved\]](#i418134b7afe84e228bb8d14d12bdc7e5_43)] | | | [removed: [33](#i2439a8dca9b9490ab3c040c8367b3e92_43)] [added: [37](#i418134b7afe84e228bb8d14d12bdc7e5_43)] | | |

| [Item [removed: 7](#i2439a8dca9b9490ab3c040c8367b3e92_46)] [added: 7](#i418134b7afe84e228bb8d14d12bdc7e5_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2439a8dca9b9490ab3c040c8367b3e92_46)] [added: Operations](#i418134b7afe84e228bb8d14d12bdc7e5_46)] | | | [removed: [34](#i2439a8dca9b9490ab3c040c8367b3e92_46)] [added: [38](#i418134b7afe84e228bb8d14d12bdc7e5_46)] | | |

| [Item [removed: 7A](#i2439a8dca9b9490ab3c040c8367b3e92_106)] [added: 7A](#i418134b7afe84e228bb8d14d12bdc7e5_106)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i2439a8dca9b9490ab3c040c8367b3e92_106)] [added: Risk](#i418134b7afe84e228bb8d14d12bdc7e5_106)] | | | [removed: [56](#i2439a8dca9b9490ab3c040c8367b3e92_106)] [added: [61](#i418134b7afe84e228bb8d14d12bdc7e5_106)] | | |

| [Item [removed: 8](#i2439a8dca9b9490ab3c040c8367b3e92_109)] [added: 8](#i418134b7afe84e228bb8d14d12bdc7e5_109)] | | | [Financial Statements and Supplementary [removed: Data](#i2439a8dca9b9490ab3c040c8367b3e92_109)] [added: Data](#i418134b7afe84e228bb8d14d12bdc7e5_109)] | | | [removed: [58](#i2439a8dca9b9490ab3c040c8367b3e92_109)] [added: [63](#i418134b7afe84e228bb8d14d12bdc7e5_109)] | | |

| [Item [removed: 9](#i2439a8dca9b9490ab3c040c8367b3e92_112)] [added: 9](#i418134b7afe84e228bb8d14d12bdc7e5_112)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2439a8dca9b9490ab3c040c8367b3e92_112)] [added: Disclosure](#i418134b7afe84e228bb8d14d12bdc7e5_112)] | | | [removed: [58](#i2439a8dca9b9490ab3c040c8367b3e92_112)] [added: [63](#i418134b7afe84e228bb8d14d12bdc7e5_112)] | | |

| [Item [removed: 9A](#i2439a8dca9b9490ab3c040c8367b3e92_115)] [added: 9A](#i418134b7afe84e228bb8d14d12bdc7e5_115)] | | | [Controls and [removed: Procedures](#i2439a8dca9b9490ab3c040c8367b3e92_115)] [added: Procedures](#i418134b7afe84e228bb8d14d12bdc7e5_115)] | | | [removed: [58](#i2439a8dca9b9490ab3c040c8367b3e92_115)] [added: [63](#i418134b7afe84e228bb8d14d12bdc7e5_115)] | | |

| [Item [removed: 9B](#i2439a8dca9b9490ab3c040c8367b3e92_118)] [added: 9B](#i418134b7afe84e228bb8d14d12bdc7e5_118)] | | | [Other [removed: Information](#i2439a8dca9b9490ab3c040c8367b3e92_118)] [added: Information](#i418134b7afe84e228bb8d14d12bdc7e5_118)] | | | [removed: [59](#i2439a8dca9b9490ab3c040c8367b3e92_118)] [added: [64](#i418134b7afe84e228bb8d14d12bdc7e5_118)] | | |

| [Item [removed: 9C](#i2439a8dca9b9490ab3c040c8367b3e92_121)] [added: 9C](#i418134b7afe84e228bb8d14d12bdc7e5_121)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2439a8dca9b9490ab3c040c8367b3e92_121)] [added: Inspections](#i418134b7afe84e228bb8d14d12bdc7e5_121)] | | | [removed: [59](#i2439a8dca9b9490ab3c040c8367b3e92_121)] [added: [64](#i418134b7afe84e228bb8d14d12bdc7e5_121)] | | |

| [Item [removed: 10](#i2439a8dca9b9490ab3c040c8367b3e92_127)] [added: 10](#i418134b7afe84e228bb8d14d12bdc7e5_127)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2439a8dca9b9490ab3c040c8367b3e92_127)] [added: Governance](#i418134b7afe84e228bb8d14d12bdc7e5_127)] | | | [removed: [60](#i2439a8dca9b9490ab3c040c8367b3e92_127)] [added: [65](#i418134b7afe84e228bb8d14d12bdc7e5_127)] | | |

| [Item [removed: 11](#i2439a8dca9b9490ab3c040c8367b3e92_130)] [added: 11](#i418134b7afe84e228bb8d14d12bdc7e5_130)] | | | [Executive [removed: Compensation](#i2439a8dca9b9490ab3c040c8367b3e92_130)] [added: Compensation](#i418134b7afe84e228bb8d14d12bdc7e5_130)] | | | [removed: [60](#i2439a8dca9b9490ab3c040c8367b3e92_130)] [added: [65](#i418134b7afe84e228bb8d14d12bdc7e5_130)] | | |

| [Item [removed: 12](#i2439a8dca9b9490ab3c040c8367b3e92_133)] [added: 12](#i418134b7afe84e228bb8d14d12bdc7e5_133)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2439a8dca9b9490ab3c040c8367b3e92_133)] [added: Matters](#i418134b7afe84e228bb8d14d12bdc7e5_133)] | | | [removed: [60](#i2439a8dca9b9490ab3c040c8367b3e92_133)] [added: [65](#i418134b7afe84e228bb8d14d12bdc7e5_133)] | | |

| [Item [removed: 13](#i2439a8dca9b9490ab3c040c8367b3e92_136)] [added: 13](#i418134b7afe84e228bb8d14d12bdc7e5_136)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2439a8dca9b9490ab3c040c8367b3e92_136)] [added: Independence](#i418134b7afe84e228bb8d14d12bdc7e5_136)] | | | [removed: [60](#i2439a8dca9b9490ab3c040c8367b3e92_136)] [added: [65](#i418134b7afe84e228bb8d14d12bdc7e5_136)] | | |

| [Item [removed: 14](#i2439a8dca9b9490ab3c040c8367b3e92_139)] [added: 14](#i418134b7afe84e228bb8d14d12bdc7e5_139)] | | | [Principal Accountant Fees and [removed: Services](#i2439a8dca9b9490ab3c040c8367b3e92_139)] [added: Services](#i418134b7afe84e228bb8d14d12bdc7e5_139)] | | | [removed: [60](#i2439a8dca9b9490ab3c040c8367b3e92_139)] [added: [65](#i418134b7afe84e228bb8d14d12bdc7e5_139)] | | |

| [Item [removed: 15](#i2439a8dca9b9490ab3c040c8367b3e92_145)] [added: 15](#i418134b7afe84e228bb8d14d12bdc7e5_145)] | | | [Exhibits, Financial Statement [removed: Schedules](#i2439a8dca9b9490ab3c040c8367b3e92_145)] [added: Schedules](#i418134b7afe84e228bb8d14d12bdc7e5_145)] | | | [removed: [61](#i2439a8dca9b9490ab3c040c8367b3e92_145)] [added: [66](#i418134b7afe84e228bb8d14d12bdc7e5_145)] | | |

| [Item [removed: 16](#i2439a8dca9b9490ab3c040c8367b3e92_148)] [added: 16](#i418134b7afe84e228bb8d14d12bdc7e5_148)] | | | [Form 10-K [removed: Summary](#i2439a8dca9b9490ab3c040c8367b3e92_148)] [added: Summary](#i418134b7afe84e228bb8d14d12bdc7e5_148)] | | | [removed: [61](#i2439a8dca9b9490ab3c040c8367b3e92_148)] [added: [66](#i418134b7afe84e228bb8d14d12bdc7e5_148)] | | |

| [Financial Statements and Supplementary Data – Index to Consolidated Financial [removed: Statements](#i2439a8dca9b9490ab3c040c8367b3e92_151)] [added: Statements](#i418134b7afe84e228bb8d14d12bdc7e5_151)] | | | | | | [removed: [F-1](#i2439a8dca9b9490ab3c040c8367b3e92_151)] [added: [F-1](#i418134b7afe84e228bb8d14d12bdc7e5_151)] | | |

Our name, logo and the following terms used in this Annual Report on Form 10-K are either registered trademarks or trademarks of IDEXX Laboratories, Inc. in the United States and/or other countries: 4Dx®, Alertys®, [removed: Animana® Veterinary Software,] [added: Animana®,] Catalyst Dx®, Catalyst One®, Coag Dx™, Colilert®, Colisure®, Cornerstone®, DVMAX®, Enterolert®, ezyVet®, Feline Triple®, Filta-Max®, Filta-Max *xpress*®, IDEXX [added: DecisionIQ™, IDEXX inVue Dx™, IDEXX] I-Vision CR®, IDEXX I-Vision DR®, IDEXX I-Vision Mobile™, IDEXX [removed: ImageBank™, IDEXX] Neo®, IDEXX-PACS™, IDEXX SDMA®, IDEXX [added: VetAutoread™, IDEXX] VetLab®, [added: IDEXX VetLab® UA™,] LaserCyte®, LaserCyte® Dx, OPTI®, Pet Health Network®, Petly® Plans, [removed: Practice Profile™,] ProCyte Dx®, Pseudalert®, Quanti-Tray®, rVetLink®, SediVue Dx®, SNAP®, SNAPduo®, SNAP Pro®, [removed: SNAP® cPL™, SNAP® fPL™,] SNAPshot Dx®, [removed: IDEXX VetAutoread™,] [added: TECTA®,] VetConnect®, [removed: IDEXX VetLab® UA™,] VetLINK®, VetLyte®, Vet Radar®, VetStat®, and VetTest®.

This Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] contains statements which, to the extent they are not statements of historical fact, constitute “forward-looking statements.” Such forward-looking statements about our business and expectations within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), include statements relating to, among other things, global trends in companion animal healthcare and demand for our products and services; our expectations regarding supply chain and logistics challenges; our expectations regarding the labor supply; future revenue growth rates; future tax benefits; the impact of tax legislation and regulatory action; revenue recognition timing and amounts; business trends, earnings and other measures of financial performance; the effect of economic downturns [added: and inflation] on our business performance; the projected effect of patent and license expirations; the projected impact of foreign currency exchange rates and hedging activities; [removed: the impact of the COVID-19 pandemic;] realizability of assets; future cash flow and uses of cash; future repurchases of common stock; future levels of indebtedness and capital spending; the working capital and liquidity outlook; interest expense; warranty expense; share-based compensation expense; the adoption and projected impact of new accounting standards; critical accounting estimates; deductibility of goodwill; [removed: research and development expense estimate;] future commercial and operational efforts; future [added: incorporation of artificial intelligence into our products, services and business processes; future] product launches; projected cost and completion of capital investments; and competition.

| AI | | | | | | Artificial intelligence | | |

| Customer commitment arrangements | | | | | | Customer contractual arrangements offer customers incentives in exchange for multi-year commitments to purchase annual minimum amounts of products and services. | | |

| ELISA | | | | | | Enzyme-linked immunosorbent assay | | |

| [I](#i418134b7afe84e228bb8d14d12bdc7e5_2095)[tem 1C](#i418134b7afe84e228bb8d14d12bdc7e5_2095) | | | [C](#i418134b7afe84e228bb8d14d12bdc7e5_2095)[ybersecurity](#i418134b7afe84e228bb8d14d12bdc7e5_2095) | | | [33](#i418134b7afe84e228bb8d14d12bdc7e5_2095) | | |

| [Exhibit Index](#i418134b7afe84e228bb8d14d12bdc7e5_253) | | | | | | | | |

| [Signatures](#i418134b7afe84e228bb8d14d12bdc7e5_256) | | | | | | | | |

| CRP | | | | | | Canine C-reactive protein | | |

| LIBOR | | | | | | London Interbank Offered Rate, a benchmark interest rate used between banks and used to set interest rates on loans. | | |

| Up-Front customer loyalty programs | | | | | | Our up-front loyalty programs provide customers with incentives in the form of cash payments or IDEXX Points upon entering into multi-year agreements to purchase annual minimum amounts of future products or services. | | |

| T4 | | | | | | Thyroxine, a hormone produced by the thyroid gland, tested to indicate thyroid health. | | |

| Volume commitment programs | | | | | | Programs that provide customers with a free or discounted instrument or system upon entering into multi-year agreements to purchase annual minimum amounts of products and services, such as our IDEXX 360 program. | | |

| [Exhibit Index](#i2439a8dca9b9490ab3c040c8367b3e92_250) | | | | | | | | |

| [Signatures](#i2439a8dca9b9490ab3c040c8367b3e92_253) | | | | | | | | |

Our Cybersecurity Risk Management Program

Like other companies, we currently inhabit an environment of increasing global cybersecurity vulnerabilities and threats.

We aim to effectively assess, identify, and manage material risks from these cybersecurity threats through our cybersecurity risk management program.

Our cybersecurity risk management program includes processes that incorporate and utilize certain principles from the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, the COBIT 2019 Framework and the IT Infrastructure Library (“ITIL”) Framework.

The program aims to protect and preserve the security, availability, integrity, confidentiality, and privacy of our information systems and information residing on those systems and includes controls and procedures for the prevention, identification, containment, and remediation of cybersecurity threats through the use of various technologies, tools, policies, standards, and practices.

Features of our cybersecurity risk management program include:

- An expectation, set forth in our Code of Ethics, that all employees are responsible for protecting our data, operations and environment from unauthorized access and use;

- Regular cybersecurity risk assessments and benchmarking;

- Policies and processes related to the detection and reporting of and response to cybersecurity events;

- Cybersecurity training for all newly hired employees upon onboarding;

- Individualized, biannual employee information security assessments, coupled with tailored follow-on employee trainings;

- Phishing tests conducted at least quarterly on a global basis, with additional periodic phishing tests conducted with high-risk employee groups;

- Channels for employees to report suspicious emails or other activity and the actual or suspected loss, theft, improper use of or access to IDEXX systems or information;

- Deployment and ongoing assessment of the effectiveness of technological tools aimed at preventing, detecting, and mitigating cybersecurity threats;

- Policies and procedures to assess third-party service provider cybersecurity risks and security controls and measures (as part of our procurement process and periodically/regularly thereafter);

- Performance of cybersecurity tabletop exercises;

- Regular review of and, as applicable, updates to our cyber incident response plan and protocols, system backup measures, redundancy planning and disaster recovery plans; and

- Maintenance of a cyber risk insurance policy to help address risk of loss due to certain types of cybersecurity events.

A review of cybersecurity risks is integrated into our annual enterprise risk assessment that occurs as part of our annual strategic planning process and is included in our quarterly disclosure controls and procedures.

Our annual enterprise risk assessment process involves the identification and assessment by senior line-of-business and functional leaders, as well as our Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”), of the risks relevant to their lines of business and functional areas, the materiality of those risks, our risk tolerances and our plans to manage and mitigate the risks to the extent prudent and feasible.

From time to time, we engage third parties, including assessors, consultants, legal counsel, and others to conduct penetration testing, assess our program, provide recommendations for improvement, and advise us on best practices.

Material Effects from Risks of Cybersecurity Threats

We do not believe any risks from cybersecurity threats (including from any prior cybersecurity incidents) have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

There can be no assurances, however, that we or our business partners or suppliers will not experience a future system disruption, attack or security breach that materially impacts our business, operations, results of operations, or financial condition.

For more information refer to “Item 1A.

Risk Factors, General Risks, *We are increasingly dependent on the continuous and reliable operation of our information technology systems, and a disruption of these systems or significant security breaches could adversely affect our business*.”

Governance of our Cybersecurity Risk Management Program

*Role of Management*

Our cybersecurity risk management program and activities are led by our CISO, who reports to Ken Grady, our Senior Vice President and CIO, and oversees a team of information security professionals.

At this time, Mr. Grady is our acting CISO while we are conducting a search to hire a new CISO.

Mr. Grady, who joined IDEXX as our CIO in 2014, has more than twenty years of experience leading information technology teams, including cybersecurity teams, at healthcare companies.

Our CIO is responsible for our cybersecurity-related governance programs, overseeing testing of our compliance with standards and remediation of known risks, and leads our employee training program.

Our CIO and CISO are responsible for providing information regarding our cybersecurity risk management program, as well as cybersecurity risks and incidents, to a senior management-level cybersecurity steering committee.

Within our cybersecurity risk governance model, the steering committee, which includes our CIO, CISO, General Counsel, Chief Compliance Officer, Chief Audit Executive, Chief Human Resources Officer and other senior functional and business leaders, meets quarterly, and more frequently as warranted, to review and discuss, among other things, cybersecurity risk assessments, prioritization of initiatives, training plans and incident response plan, protocols and testing.

This committee regularly provides updates on its discussions and decisions to our Chief Executive Officer.

*Role of the Board of Directors*

In December 2023, the Board delegated responsibility for overseeing our cybersecurity risk management to the Audit Committee.

In accordance with the Audit Committee’s charter, the Audit Committee will at least annually review and discuss with management, including the CIO and CISO, our processes, policies, procedures, and protocols related to cybersecurity and information security, and it is anticipated that the full Board will participate in this annual review.

In addition, in accordance with the Audit Committee’s charter, the Audit Committee will throughout the year regularly review and discuss with management, including the CIO and CISO, cybersecurity program assessments and audits, planned improvements and the status of any information security initiatives, as well as risks from cybersecurity threats pertinent to us and any previous cybersecurity incidents experienced by us, including any material impact or reasonably likely material impact on the Company, our business strategy, results of operations, or financial condition.

The Audit Committee will provide reports to the Board at each regularly scheduled Board meeting of the matters it has recently addressed, including relating to the oversight of our cybersecurity risk management, and the full Board may participate from time to time, as warranted, in the Audit Committee’s sessions on cybersecurity risk management.

Including the locations above, we have over 50 reference laboratories throughout the United States and over 25 reference laboratories internationally, including locations in Europe, Canada, Australia, New Zealand, [removed: Brazil,] Asia, and South Africa.

| Baar, Switzerland | | | EMEA administrative offices | | | Lease | | |

| Scarborough, Maine | | | Water, LPD and Supply Chain | | | Own | | |

| North Grafton, Massachusetts | | | Reference Lab | | | Own | | |

| West Sacramento, California | | | Reference Lab | | | Own | | |

We are also in the process of completing the construction of a new facility located in Scarborough, Maine to support the growth of our Water and LPD lines of business.

The construction of this facility is expected to be completed in 2023.

As of February [removed: 10, 2023,] [added: 12, 2024,] there were [removed: 390] [added: 362] holders of record of our common stock.

During the three months ended December 31, [removed: 2022,] [added: 2023,] we repurchased shares of common stock as described below:

(1)As of December 31, [removed: 2022,] [added: 2023,] our Board of Directors had approved the repurchase of up to 73 million shares of our common stock in the open market or in negotiated transactions pursuant to the Company’s share repurchase program.

There were no other repurchase programs outstanding during the three months ended December 31, [removed: 2022,] [added: 2023,] and no repurchase programs expired during the period.

(2)During the three months ended December 31, [removed: 2022,] [added: 2023,] we received [removed: 742] [added: 141] shares of our common stock that were surrendered by employees in payment for the required withholding taxes due on the vesting of restricted stock units and settlement of deferred stock units.

During the year ended December 31, [removed: 2022,] [added: 2023,] we repurchased approximately [removed: 2.0] [added: 0.2] million shares of our common stock in transactions made pursuant to our repurchase program and received approximately 0.02 million shares of our common stock that were surrendered by employees in payment for the minimum required withholding taxes due on the vesting of restricted stock units and settlement of deferred stock units.

Repurchases of Common Stock” to the consolidated financial statements for the year ended December 31, [removed: 2022,] [added: 2023,] included in this Annual Report on Form 10-K for further information.

This graph assumes the investment of $100 on December 31, [removed: 2017,] [added: 2018,] in IDEXX’s common stock, the S&P 500 Index, the S&P 500 Health Care Index, and the NASDAQ Index and assumes dividends, if any, are reinvested.

Measurement points are the last trading days of the years ended December [removed: 2017] [added: 2018] to [removed: 2022.][added: 2023.]

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| October 1, 2023 to October 31, 2023 | | | | | | 27,000 | | | | | | $ | 404.85 | | | | | 27,000 | | | | | | 2,936,817 | | |

| November 1, 2023 to November 30, 2023 | | | | | | 62,509 | | | | | | $ | 426.15 | | | | | 62,509 | | | | | | 2,874,308 | | |

| December 1, 2023 to December 31, 2023 | | | | | | 141 | | | | | | $ | 482.60 | | | | | — | | | | | | 2,874,308 | | |

| Total | | | | | | 89,650 | | | (2) | | | | | | | | | 89,509 | | | | | | 2,874,308 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| IDEXX Laboratories, Inc. | | | | | | $100.00 | | | | | | $140.38 | | | | | | $268.72 | | | | | | $353.97 | | | | | | $219.31 | | | | | | $298.38 | | |

| NASDAQ Index | | | | | | $100.00 | | | | | | $136.69 | | | | | | $198.10 | | | | | | $242.03 | | | | | | $163.28 | | | | | | $236.17 | | |

| S&P 500 Index | | | | | | $100.00 | | | | | | $131.49 | | | | | | $155.68 | | | | | | $200.37 | | | | | | $164.08 | | | | | | $207.21 | | |

| S&P 500 Health Care Index | | | | | | $100.00 | | | | | | $120.82 | | | | | | $137.07 | | | | | | $172.89 | | | | | | $169.51 | | | | | | $172.99 | | |

| October 1, 2022 to October 31, 2022 | | | | | | 186,797 | | | | | | $ | 339.26 | | | | | 186,797 | | | | | | 3,041,892 | | |

| November 1, 2022 to November 30, 2022 | | | | | | 12,650 | | | | | | $ | 388.07 | | | | | 12,650 | | | | | | 3,029,242 | | |

| December 1, 2022 to December 31, 2022 | | | | | | 123 | | | | | | $ | 439.17 | | | | | — | | | | | | 3,029,242 | | |

| Total | | | | | | 199,570 | | | (2) | | | | | | | | | 199,447 | | | | | | 3,029,242 | | |

| IDEXX Laboratories, Inc. | | | | | | $100.00 | | | | | | $118.95 | | | | | | $166.98 | | | | | | $319.65 | | | | | | $421.06 | | | | | | $260.88 | | |

| NASDAQ Index | | | | | | $100.00 | | | | | | $97.16 | | | | | | $132.81 | | | | | | $192.47 | | | | | | $235.15 | | | | | | $158.65 | | |

| S&P 500 Index | | | | | | $100.00 | | | | | | $93.76 | | | | | | $120.84 | | | | | | $140.49 | | | | | | $178.27 | | | | | | $143.61 | | |

| S&P 500 Health Care Index | | | | | | $100.00 | | | | | | $106.47 | | | | | | $128.64 | | | | | | $145.93 | | | | | | $184.07 | | | | | | $180.47 | | |

Based on the evaluation of our disclosure controls and procedures at December 31, [removed: 2022,] [added: 2023,] our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

[removed: We] [added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we] conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the [removed: Treadway Commission.]

Based on this evaluation, [removed: we] [added: our management] concluded that, at December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting at December 31, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, [removed: 2022,] [added: 2023,] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Treadway Commission.

Rule 10b5-1 Trading Plan Elections

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).

Not applicable.

The information required by this Item with respect to Directors, executive officers, compliance with Section 16(a) of the Exchange Act, our code of ethics and corporate governance is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the sections entitled [removed: “Corporate Governance - Proposal] [added: “Proposal] One – Election of Directors,” “Executive [added: Compensation – Executive] Officers,” “Stock Ownership Information – Delinquent Section 16(a) Reports,” “Corporate Governance – Corporate Governance Guidelines and Code of Ethics,” and “Corporate Governance [removed: –Board] [added: – Board] Committees” in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on

The information required by this Item is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the sections entitled “Executive Compensation – Compensation Discussion and Analysis,” “Executive Compensation – Executive Compensation Tables,” “Executive Compensation – Potential Payments Upon Termination or Change in Control,” “Corporate Governance – [added: Non-Employee Director Compensation,” “Corporate Governance – 2023 Non-Employee Director] Compensation [added: Table,” “Executive Compensation – CEO Pay Ratio,” “Executive Compensation – Pay Versus Performance,” “Corporate Governance – Compensation and Talent] Committee Interlocks and Insider Participation,” and “Compensation and Talent Committee Report” in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by this Item with respect to Item 201(d) of Regulation S-K is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the section entitled [removed: “Equity] [added: “Executive] Compensation [added: – Equity Compensation] Plan Information” in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by this Item with respect to Item 403 of Regulation S-K is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the [removed: sections] [added: section] entitled “Stock Ownership Information” in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by this Item is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the sections entitled “Corporate Governance – Related Person Transactions” and “Corporate Governance – Director Independence” in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by this Item is omitted from this Annual Report on Form 10-K and, pursuant to Regulation 14A of the Exchange Act, is incorporated herein by reference from the [removed: section] [added: sections] entitled “Audit Committee Matters [removed: -] [added: –] Independent Auditors’ Fees” [added: and “Audit Committee Matters – Independent Auditor Fee Approval Policy”] in the Company’s definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting, which Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this [removed: report.][added: Annual Report on Form 10-K]

| [Report of Independent Registered Public Accounting Firm - PCAOB ID [removed: No.](#i2439a8dca9b9490ab3c040c8367b3e92_154) [](#i2439a8dca9b9490ab3c040c8367b3e92_154)238] [added: No.](#i418134b7afe84e228bb8d14d12bdc7e5_154) [](#i418134b7afe84e228bb8d14d12bdc7e5_154)238] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_154)[2](#i2439a8dca9b9490ab3c040c8367b3e92_154)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_154)[2](#i418134b7afe84e228bb8d14d12bdc7e5_154)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i2439a8dca9b9490ab3c040c8367b3e92_157)] [added: 2022](#i418134b7afe84e228bb8d14d12bdc7e5_157)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_157)[4](#i2439a8dca9b9490ab3c040c8367b3e92_157)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_157)[4](#i418134b7afe84e228bb8d14d12bdc7e5_157)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i2439a8dca9b9490ab3c040c8367b3e92_160)] [added: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_160)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_160)[5](#i2439a8dca9b9490ab3c040c8367b3e92_160)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_160)[5](#i418134b7afe84e228bb8d14d12bdc7e5_160)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i2439a8dca9b9490ab3c040c8367b3e92_163)] [added: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_163)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_163)[6](#i2439a8dca9b9490ab3c040c8367b3e92_163)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_163)[6](#i418134b7afe84e228bb8d14d12bdc7e5_163)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i2439a8dca9b9490ab3c040c8367b3e92_166)] [added: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_166)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_166)[7](#i2439a8dca9b9490ab3c040c8367b3e92_166)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_166)[7](#i418134b7afe84e228bb8d14d12bdc7e5_166)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i2439a8dca9b9490ab3c040c8367b3e92_169)] [added: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_169)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_169)[8](#i2439a8dca9b9490ab3c040c8367b3e92_169)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_169)[8](#i418134b7afe84e228bb8d14d12bdc7e5_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2439a8dca9b9490ab3c040c8367b3e92_172)] [added: Statements](#i418134b7afe84e228bb8d14d12bdc7e5_172)] | | | [removed: [F-](#i2439a8dca9b9490ab3c040c8367b3e92_172)[9](#i2439a8dca9b9490ab3c040c8367b3e92_172)] [added: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_172)[9](#i418134b7afe84e228bb8d14d12bdc7e5_172)] | | |

We have audited the accompanying consolidated balance sheets of IDEXX Laboratories, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [added: the] Report of Management on Internal Control Over Financial Reporting appearing under Item 9A.

As described in Note 3 to the consolidated financial statements, the Company recognized [added: product and service] revenue [removed: associated with instruments totaling $147.3 million] [added: of $3.7 billion] for the year ended December 31, [removed: 2022, the majority] [added: 2023,] of which [removed: related] [added: a majority relates] to [removed: sales under customer commitment programs.][added: certain product and service revenue.]

[removed: The Company enters] [added: We enter] into [removed: contracts] [added: arrangements] with multiple performance obligations where customers purchase a combination of [removed: the Company’s] [added: IDEXX] products and services.

[removed: The Company offers customer] [added: We offer customers] incentives upon entering into multi-year [removed: agreements] [added: arrangements] to purchase annual minimum amounts of products and services.

[removed: These] [added: Many of our customer] commitment [removed: programs] [added: arrangements, such as our IDEXX 360 program,] provide customers with [removed: a] free or discounted [removed: instrument] [added: instruments] or [removed: system] [added: systems] upon entering into multi-year [removed: agreements] [added: arrangements] to purchase annual minimum amounts of products [removed: or] [added: and] services.

The principal consideration for our determination that performing procedures relating to [removed: customer commitment programs] revenue recognition [added: from certain product and service revenue] is a critical audit matter is a high degree of auditor effort in performing procedures [removed: over management’s determination of the transaction price] related to the [removed: customer commitment programs.][added: Company’s revenue recognition from certain product and service revenue.]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents [added: at beginning of period] | | | [removed: $] | [added: | |] 112,546 | | | | | [removed: $] | 144,454 | | [added: | | | | 383,928 | | |]

| Accounts receivable, net of allowance of [removed: $8,265] [added: $9,501] in [removed: 2022] [added: 2023] and [removed: $5,668] [added: $8,265] in [removed: 2021] [added: 2022] | | | [removed: 400,619] [added: 457,445] | | | | | | [removed: 368,348] [added: 400,619] | | |

| Inventories | | | [removed: 367,823] [added: 380,282] | | | | | | [removed: 269,030] [added: 367,823] | | |

| Other current assets | | | [removed: 220,489] [added: 203,595] | | | | | | [removed: 173,823] [added: 220,489] | | |

| Total current assets | | | [removed: 1,101,477] [added: 1,495,254] | | | | | | [removed: 955,655] [added: 1,101,477] | | |

| Property and equipment, net | | | [removed: 649,474] [added: 702,177] | | | | | | [removed: 587,667] [added: 649,474] | | |

| Operating lease right-of-use assets | | | [removed: 118,618] [added: 115,499] | | | | | | [removed: 105,101] [added: 118,618] | | |

| Goodwill | | | [removed: 361,795] [added: 365,961] | | | | | | [removed: 359,345] [added: 361,795] | | |

| Intangible assets, net | | | [removed: 97,672] [added: 84,500] | | | | | | [removed: 99,035] [added: 97,672] | | |

| Other long-term assets | | | [removed: 417,729] [added: 496,534] | | | | | | [removed: 330,400] [added: 417,729] | | |

| Total long-term assets | | | [removed: 1,645,288] [added: 1,764,671] | | | | | | [removed: 1,481,548] [added: 1,645,288] | | |

| TOTAL ASSETS | | | $ | [removed: 2,746,765] [added: 3,259,925] | | | | | $ | [removed: 2,437,203] [added: 2,746,765] | |

| Accounts payable | | | $ | [removed: 110,221] [added: 110,643] | | | | | $ | [removed: 116,140] [added: 110,221] | |

| Accrued liabilities | | | [removed: 433,662] [added: 478,712] | | | | | | [removed: 458,909] [added: 433,662] | | |

| Credit facility | | | [removed: 579,000] [added: 250,000] | | | | | | [removed: 73,500] [added: 579,000] | | |

| Current portion of long-term debt | | | [removed: 74,982] [added: 74,997] | | | | | | [removed: 74,996] [added: 74,982] | | |

| Current portion of deferred revenue | | | [removed: 37,938] [added: 37,195] | | | | | | [removed: 40,034] [added: 37,938] | | |

| Total current liabilities | | | [removed: 1,235,803] [added: 951,547] | | | | | | [removed: 763,579] [added: 1,235,803] | | |

| Deferred income tax liabilities | | | [removed: 8,150] [added: 7,235] | | | | | | [removed: 8,935] [added: 8,150] | | |

| Long-term debt, net of current portion | | | [removed: 694,387] [added: 622,883] | | | | | | [removed: 775,205] [added: 694,387] | | |

| Long-term deferred revenue, net of current portion | | | [removed: 30,862] [added: 28,533] | | | | | | [removed: 41,174] [added: 30,862] | | |

| Long-term operating lease liabilities | | | [removed: 101,239] [added: 99,671] | | | | | | [removed: 87,377] [added: 101,239] | | |

*Revenue Recognition from Certain Product and Service Revenue*

Management excludes sales, use, value-added, and other taxes they collect on behalf of third parties from revenue.

Revenue is measured as the amount of consideration expected to be received in exchange for transferring products or services to a customer.

To accurately present the consideration received in exchange for promised products or services, the Company applies the five-step revenue recognition model.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of certain product and service revenue at the amount of consideration management expects to receive in exchange for transferring products or services to the customer.

These procedures also included, among others (i) testing the completeness, accuracy, and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, contracts, proof of delivery and acceptance for instruments, proof of shipment, proof of lab report or proof of lab test, and subsequent payment receipts and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of delivery and acceptance for instruments, proof of shipment, proof of lab report or proof of lab test, and subsequent payment receipts.

February 22, 2024

| Cash and cash equivalents | | | $ | 453,932 | | | | | $ | 112,546 | |

| Unrealized gain (loss) on interest rate swap, net of tax expense (benefit) of $976 in 2023, $— in 2022, and $— in 2021 | | | | | | 3,131 | | | | | | — | | | | | | — | | |

| Acquisition of noncontrolling interest (Note 4) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 845,042 | | | | | | — | | | | | | — | | | | | | — | | | | | | 845,042 | | |

| Balance December 31, 2023 | | | 107,506 | | | | | | $ | 10,751 | | | | | $ | 1,569,565 | | | | | $ | 5,530 | | | | | $ | 4,444,571 | | | | | $ | (71,206) | | | | | $ | (4,474,681) | | | | | $ | — | | | | | $ | 1,484,530 | |

| Net income | | | | | | $ | 845,042 | | | | | $ | 679,089 | | | | | $ | 744,844 | |

| Proceeds from net investment hedges | | | | | | 8,377 | | | | | | — | | | | | | — | | |

The functional currency of most of our foreign subsidiaries is their local currency, and a small number of our foreign subsidiaries that conduct business primarily in U.S. dollars have the U.S. dollar as their functional currency.

year ended December 31, 2023.

Sole and Single-Source Suppliers.

We have a process of qualifying alternative third-party suppliers for select components and materials, which must meet approvals internally and from various regulatory agencies before we are able to use and sell products using these alternative sources.

Under certain long-term supply arrangements we paid the supplier for costs related to molds, dies and other tools used for the production of products we purchase.

These payments are capitalized in other assets, as we do not have title or control of the underlying production assets, and are amortized to cost of sales.

The amendments in this update require that a buyer in a supplier finance program discloses sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

Refer to “Note 12.

Accounts Payable, Accrued Liabilities and Other Long-Term Liabilities.”

We adopted ASU 2021-08, “Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities,” as of January 1, 2023.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The amendments are effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating ASU 2023-07 to determine its impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of income tax rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively.

We are currently evaluating ASU 2023-09 to determine its impact on our consolidated financial statements.

REVENUE

Customer payment terms are typically 30 to 60 days, and these terms vary by location based on local business practices and by customer.

Customer contracts are modified primarily to create new, or change existing, enforceable rights and obligations.

Customer contract modifications typically create new performance obligations to deliver additional goods and/or services that are distinct from the goods and/or services transferred before the modification, and the related increase in consideration does not reflect the standalone selling price for the additional goods and/or services.

We account for these modifications prospectively as if it were a termination of the existing contract and the creation of a new contract, and we allocate the sum of the remaining consideration of the original contract that has not been recognized as revenue and the incremental consideration promised as part of the modification to the remaining performance obligations.

From time to time we have other types of contract modifications.

Revenues by Product and Service Categories and by Principal Geographic Areas

| *Recurring revenue* | | | | | | *214,597* | | | | | | *180,973* | | | | | | *147,498* | | |

| *Systems and hardware* | | | | | | *64,731* | | | | | | *70,214* | | | | | | *58,760* | | |

*Customer Commitment Programs Revenue Recognition – Transaction Price*

Management determines the transaction price for a contract based on the total consideration expected to be received in exchange for the transferred goods or services.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of the transaction price related to the customer commitment programs.

These procedures also included, among others (i) testing management’s process for determining the transaction price related to the customer commitment programs, (ii) testing the completeness and accuracy of underlying data used by management, and (iii) testing, on a sample basis, the transaction price determined by management by obtaining and inspecting source documents, including contracts, invoices, and cash receipts, where applicable.

February 16, 2023

| Balance December 31, 2019 | | | 105,711 | | | | | | $ | 10,571 | | | | | $ | 1,213,517 | | | | | $ | 4,462 | | | | | $ | 1,595,648 | | | | | $ | (46,182) | | | | | $ | (2,600,543) | | | | | $ | 352 | | | | | $ | 177,825 | |

| Cumulative effect of accounting changes (Note 2) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,829) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,829) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 581,776 | | | | | | — | | | | | | — | | | | | | 355 | | | | | | 582,131 | | |

| Payments of senior notes | | | | | | (75,000) | | | | | | (50,000) | | | | | | — | | |

| Cash and cash equivalents at end of period | | | | | | $ | 112,546 | | | | | $ | 144,454 | | | | | $ | 383,928 | |

The functional currency of six of our foreign subsidiaries is the U.S. dollar.

Inventory.

We adopted ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” effective January 1, 2020, using the modified retrospective transition method.

This ASU amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables and leased equipment.

The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses.

We recorded a non-cash cumulative effect adjustment to retained earnings of $1.8 million, net of $0.6 million of income taxes, on our opening consolidated balance sheet as of January 1, 2020.

This adjustment, before the impact of income taxes, was comprised of $2.3 million related to our contract assets and sales-type leases, and $0.2 million related to accounts receivable.

Credit Losses” for more information on our presentation of credit losses.

The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated roll-forward information.

In interim reporting periods, the amount outstanding at the end of the period is required to be disclosed.

The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective prospectively for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

This standard is effective for fiscal years beginning after December 15, 2022.

Adoption of the ASU 2021-08 should be applied prospectively.

Our general payment terms range from 30 to 60 days, with exceptions in certain geographies.

Contracts may be amended to account for changes in contract specifications and requirements.

Contract modifications exist when the amendment either creates new, or changes existing, enforceable rights and obligations.

We account for a contract modification as if it were a part of the existing contract if the remaining goods or services are not distinct and, therefore, form part of a single performance obligation that is partially satisfied at the date of the contract modification.

The effect that these contract modifications have on the transaction price, and on our measure of progress toward complete satisfaction of the performance obligation, is recognized as an adjustment to revenue at the date of the contract modification, with the adjustment to revenue made on a cumulative catch-up basis.

For veterinary software systems that include multiple performance obligations, such as perpetual software licenses and computer hardware, we allocate revenue to each performance obligation based on estimates of the price that we would charge the customer for each promised product or service if it were sold on a standalone basis.

Lease Revenue.

acceptance.

Refer to below for revenue recognition under our reagent rental programs.

We enter into contracts with multiple performance obligations where customers purchase a combination of IDEXX products and services.

Up-Front Customer Loyalty Programs.

Our up-front loyalty programs provide customers with incentives in the form of cash payments or IDEXX Points upon entering into multi-year agreements to purchase annual minimum amounts of future products or services.

Volume Commitment Programs.

Our volume commitment programs, such as our IDEXX 360 program, provide customers with free or discounted instruments or systems upon entering into multi-year agreements to purchase annual minimum amounts of products and services.

Instrument Rebate Programs.

Reagent Rental Programs.