IDEXX Laboratories (IDXX) 10-K risk factor changes: FY2024 vs FY2023

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

Our dependence on third-party suppliers could [removed: limit] [added: negatively affect] our ability to sell certain products or [added: deliver our cloud-based software solutions, which could] negatively affect our operating results

We rely on third-party suppliers to provide components and raw materials (including biological materials) for our manufactured products, manufacture some of the products that we sell, [added: provide the cloud-based infrastructure through which we deliver our cloud-based software solutions,] and perform certain services, including package-delivery services.

Our supply chain and our cost of goods also may be adversely impacted by unanticipated price increases due to factors such as inflation (including wage inflation), supply restrictions beyond our control or the control of our suppliers, [added: the imposition of tariffs] or [added: duties, or] regulatory requirements regarding the importation, exportation, composition, or production processes of the goods or materials provided by our suppliers.

For examples of some of the events that could result in disruption to our supply chain or operations, and negatively impact our operating results, refer to “Various U.S. and foreign government regulations could limit or delay our ability to market and sell our products or otherwise negatively impact our business,” “We [removed: are increasingly dependent] [added: depend] on the continuous and reliable operation [added: and security] of our information technology [removed: systems,] [added: systems] and [removed: a] [added: our products and services that incorporate or rely on information technology, and any] disruption [removed: of these systems] or significant [removed: security breaches] [added: cybersecurity breach or other incident] could adversely affect our business” and “Factors and events beyond our control could disrupt our operations, supply chain, and logistics network and adversely affect our business” below.

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

Even if products, components, and materials were to become available to us from alternative suppliers, we likely would incur additional costs and delays in identifying [removed: or] [added: and] qualifying replacement materials, and there can be no assurance that replacements would be available to us on acceptable terms, or at all.

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

[removed: 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 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 operations and 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.

[removed: Potential] [added: Existing and 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.

Furthermore, over the last [removed: year,] [added: two years,] 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.

Our diagnostic tests for animal health applications that involve the detection of infectious diseases, including most rapid assay canine and feline SNAP tests and livestock and poultry diagnostic tests, must be approved by the USDA prior to sale in the U.S. Our dairy testing products, as well as the manufacture and sale of our OPTI line of human point-of-care electrolytes and blood gas analyzers, require approval by the FDA before they may be sold commercially in the U.S. The methods used by our water testing products must be approved by the EPA, as a part of its water quality monitoring program, before they can be used by customers in the U.S. [removed: Delays in obtaining regulatory approvals for new products or product upgrades could have a negative impact on our growth and profitability.]

There has been a recent focus [added: in the U.S.] on laws and regulations related to artificial intelligence, [removed: 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.

[removed: Further,] [added: For example,] use of artificial intelligence and machine learning may be subject to laws and evolving regulations regarding, among other things, data bias and anti-discrimination.

In [removed: December 2023 the European Parliament and Council reached agreement on] [added: August 2024,] the European Union Artificial Intelligence Act, which [removed: will establish] [added: establishes] requirements for the provision and use of products that leverage artificial intelligence, machine learning, and similar [removed: technologies, and is expected to take effect in stages throughout 2025 and 2026.][added: technologies was enacted.]

Our competitors in the veterinary diagnostic sector in the United States and abroad include companies that develop, manufacture, and sell veterinary diagnostic [removed: tests and] [added: tests;] commercial veterinary reference [removed: laboratories,] [added: laboratories;] certain large and well-funded animal health pharmaceutical [removed: companies, as well as] [added: companies; and] corporate hospital chains that operate reference laboratories that serve both their hospitals and unaffiliated hospitals, such as VCA Inc., which is [removed: wholly owned] [added: wholly-owned] by Mars, Incorporated, another operator of corporate hospital [removed: chains.][added: chains that also sells veterinary in-clinic diagnostic instruments.]

While we believe that our offerings are competitively differentiated due to our innovative products and services 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 [removed: reference laboratory][added: veterinary diagnostic vertical integration among our customers) would not have a negative impact on our ability to compete successfully.]

Veterinarians are our primary customers for our CAG products and services, and the veterinary services industry in the U.S. and abroad has [removed: been consolidating at an accelerating rate] [added: become increasingly consolidated] in recent years.

In addition, certain corporate owners also operate reference laboratories that serve both [removed: their hospitals and unaffiliated hospitals.]

Any hospitals acquired by these companies generally attempt to shift all or a large portion of their testing to the reference laboratories operated by these companies, and [added: may attempt to shift their in-clinic diagnostic testing, as well, and] there can be no assurance that hospitals that otherwise become affiliated with these companies would not shift all or a portion of their [removed: testing to such reference laboratories.][added: diagnostic testing.]

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 [added: decline in testing.]

[removed: Economic weakness] [added: Actual or perceived economic weakness, whether due to inflation or other factors,] 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 deployed to combat public health issues, and 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.

There can be no [removed: assurances made] [added: assurance] that we will be successful in maintaining and strengthening our relationships with our distributors or establishing relationships with new distributors who have the ability to market, sell, and support our products effectively.

Failure to manage the risks associated with our use of distributors [removed: outside of the U.S.] may reduce sales, increase expenses, and weaken our competitive position, any of which could have a negative effect on our operating results.

Our continued success is substantially dependent on our ability to attract, develop, and retain highly [removed: capable, skilled,] [added: capable] and [removed: diverse] [added: skilled] employees and leaders.

[removed: Competition for experienced leaders and] employees, particularly for persons with specialized skills, can be intense.

We [removed: are increasingly dependent] [added: depend] on the continuous and reliable operation [added: and security] of our information technology [removed: systems,] [added: systems] and [removed: a] [added: our products and services that incorporate or rely on information technology, and any] disruption [removed: of these systems] or significant [removed: security breaches] [added: cybersecurity breach or other incident] could adversely affect our business

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

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 [removed: of these] products and services rely on third-party providers for cloud computing and storage.

Although we maintain security [removed: policies,] [added: policies and measures,] employ system backup 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 [removed: security breaches,] [added: threat actors and other cybersecurity breaches and incidents,] including, among other things, computer viruses and malware, ransomware, denial of service actions, [added: phishing schemes,] the compromise, misappropriation 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.

The continued use of remote [removed: working] and hybrid [removed: work-from-home] [added: work] arrangements may additionally result in some increased risk [removed: of attacks] associated with [removed: a number of] our employees accessing our data and systems remotely.

In addition, security industry experts and government officials have warned about the risks of [removed: hackers] [added: threat actors, such as hackers, nation state actors,] and [removed: cybersecurity attacks] [added: organized groups,] targeting U.S. organizations, [removed: such as 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 [removed: the] [added: attack] volume and [removed: frequency of attacks.][added: frequency.]

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 [removed: Things,” which is inherently susceptible to cyberattacks,] [added: Things” (“IoT”),] 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 security, confidentiality, availability and integrity of data and information.

We process credit card payments electronically over secure networks and [removed: also] offer [added: IoT] products and [removed: services that connect to and are part of the “Internet of Things,”] [added: services,] such as our connected devices (e.g., IDEXX VetLab instruments).

While we have implemented network security and internal control measures, especially for the purpose of protecting our connected products and services from cyberattacks, and invested in our data and information technology infrastructure, these efforts have not always been successful in preventing, and there can be no assurance that these efforts [removed: will in the] [added: (or any] future [added: investments or efforts) will] prevent, a system disruption, attack, or security [removed: breach and, as such, there continues to be risk of system disruptions and security breaches from a cyberattack.][added: breach.]

We, and some of our third-party vendors, have experienced cybersecurity attacks [added: and incidents] in the past and will likely experience further attacks [added: and incidents] in the future, potentially with more frequency.

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 [added: or incident] that impacts any of our critical functions, or our customers were to experience a system disruption, attack or security breach [added: or incident] via any of our [added: software or] 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 compromise, misappropriation and/or unauthorized acquisition or disclosure of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or [removed: improper use] [added: misuse] 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 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 [added: or incident] 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 the Company, our business strategy, financial condition, results of operations or prospects.

[added: For more] information [added: regarding personal data and information] privacy and 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.

If we are unable to obtain

Delays by government agencies in approving new products or product upgrades or taking action with respect to other regulatory matters could have a negative impact on our growth and profitability.

The ability of government agencies to review and approve new products or product upgrades or take other actions can be affected by various factors, including government budget and funding levels, ability to hire and retain key and other personnel, staffing shortages, public health emergencies, and statutory, regulatory, and policy changes.

If a prolonged government shutdown or other disruption of normal business operations occurs, it could significantly impact the ability of the USDA, FDA, EPA and other agencies to timely review and process our regulatory submissions, including with respect to new product candidates, which could have a material adverse effect on our business.

Similarly, a prolonged government shutdown or other disruption could prevent the timely review of

patent applications by the U.S. Patent and Trademark Office, which could delay the issuance of U.S. patents to which we would otherwise be entitled.

For example, current law in Maine prohibits the sale in Maine of non-exempt products containing intentionally-added PFAS after January 1, 2032, unless the Maine Department of Environmental Protection has made an unavoidable use determination, and requires reporting after the applicable sales ban takes effect of the presence of PFAS in products that have received unavoidable use determinations.

However, these bans and reporting requirements in Maine are currently subject to statutory exemptions for veterinary products and medical devices regulated by or under the jurisdiction of the FDA, USDA or EPA, as well as products that are used for public health, or for environmental or water quality testing.

This will take effect in stages beginning in February 2025.

their hospitals and unaffiliated hospitals and, in some cases, sell veterinary in-clinic diagnostic instruments.

Competition for experienced leaders and

Our software and some of our other products and services incorporate or rely on information technology and systems that are highly technical and complex, and the timely development, testing, release and deployment of software updates are important for defending against security vulnerabilities.

If we or our business partners and suppliers fail to timely develop, test and deploy software updates, the security of our and our customers’ networks and information systems may be at risk.

Vulnerabilities may persist even after a software update is released if the update fails to address the vulnerability’s root cause or is otherwise insufficient, testing of the update delays its timely deployment, there is a failure to install the most recent updates, or customers persist in using solutions that are end of life and no longer receive updates.

Furthermore, updates or other software changes can lead to software or system inoperability or inadvertently introduce security vulnerabilities, including vulnerabilities

that had been previously remedied or from malicious code injected in a “supply chain” cyberattack.

In addition, in some cases, we rely on third-party providers to develop, test and release software updates on a timely basis, and there can be no assurance that these third-party providers will timely or effectively remedy vulnerabilities.

Additionally, the post-acquisition integration process of acquired companies that may have less sophisticated information systems, cybersecurity practices, or training, may result in an increased risk of cybersecurity incidents.

While we maintain a cyber risk insurance policy intended to address risk of loss due to certain types of cybersecurity events, it may not cover any or all claims, costs or losses associated with such events.

technology, market risk and reputational risk) and social and human effects (such as harm to health and well-being) associated with climate change.

could cause a decline in demand for our products and services.

As a global company, we are tasked with navigating a patchwork of privacy laws, both in the U.S. and abroad, which may have conflicting requirements that can make compliance challenging.

effect on our business.

We strive to align our environmental, social and governance goals with our long-term business-strategy and Purpose.

Some stakeholders, however, including government regulators, may disagree with some or all of our goals and initiatives.

The focus of our various stakeholders may also change and evolve over time, and they may have very different (and sometimes contradictory) views on which matters should be prioritized or even undertaken at all.

Additionally, tax law enacted by the Tax Cuts and Jobs Act includes provisions that are scheduled to take effect January 1, 2026, that will increase our effective tax rate should they not be extended.

Significant judgment

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

For example, current law in Maine will require reporting of intentionally-added PFAS in products beginning in January 2025, and the sale in Maine of any product containing intentionally-added PFAS will be prohibited after

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

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.

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

decline in testing.

For more information regarding personal data and

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

Examples of laws and regulations that have impacted and could, in the future, impact our business include (but are not limited to):

- The California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”), as well as other similar U.S. state laws that may apply to our business operations within a respective state and/or a U.S. federal privacy law that may be passed in the future, all of which may have conflicting requirements that would make compliance challenging.

For example, in July 2020 the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, calling into question data transfers carried out under the European Commission's (“EC”) Standard Contractual Clauses (“SCCs”), which has created challenges for our transfer of personal data from the EEA, EU, and/or Switzerland to the U.S. and other third countries.

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.

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

procedures.

We have publicly established certain ESG goals and targets aligned with our business strategy.

significantly from quarter to quarter or year to year due to these and other factors.

*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: 2021,] [added: 2022,] and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] is included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] within Item 7.

Segment Reporting” to the consolidated financial statements for the year ended December 31, [removed: 2023,] [added: 2024,] included in this Annual Report on Form [removed: 10-K] [added: 10-K,] for financial information about our segments, including our product and service categories, and our geographic areas.

We provide diagnostic capabilities that meet veterinarians’ diverse needs through a variety of [removed: modalities] [added: modalities,] including in-clinic diagnostic solutions and outside reference laboratory services.

*Diagnostic Capital [removed: Revenue.*] [added: 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 diagnostic testing purposes.

Below is a table showing [removed: active] [added: the] installed base units of our premium diagnostic instruments as of the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:][added: 2022:]

| *(units in thousands)* | | | | | | Installed Base [added: (1)] | | | | | | | | | | | | | | |

| Instrument | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Catalyst | | | | | | [removed: 69.1] [added: 74.1] | | | | | | [removed: 63.1] [added: 69.1] | | | | | | [removed: 56.6] [added: 63.1] | | |

| Premium Hematology | | | | | | [removed: 47.8] [added: 51.8] | | | | | | [removed: 43.1] [added: 47.8] | | | | | | [removed: 38.2] [added: 43.1] | | |

| SediVue | | | | | | [removed: 18.1] [added: 21.3] | | | | | | [removed: 15.6] [added: 18.1] | | | | | | [removed: 13.2] [added: 15.6] | | |

Our long-term success in the continuing growth of our CAG recurring diagnostic 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: annual] price increases based on our differentiated products and the growing value of our diagnostic offering.

Our latest generation of chemistry, hematology, [added: cytology,] and urinalysis instruments demonstrates this commitment by offering enhanced ease of use, faster time to results, broader test [removed: menu] [added: menu,] and connectivity to various information technology platforms that enhance the value of the diagnostic information generated by the instruments.

*Recurring Diagnostic [removed: Revenue.*] [added: Revenue.*] Revenues from our IDEXX VetLab consumable products, our SNAP rapid assay test kits, outside reference laboratory and consulting services, and extended maintenance agreements and accessories related to our CAG Diagnostics instruments are considered recurring in nature.

For the year ended December 31, [removed: 2023,] [added: 2024,] recurring diagnostic revenue, which is both highly durable and profitable, accounted for approximately 80% of our consolidated revenue.

Our outside reference laboratories provide veterinarians with the benefits of a more comprehensive list of diagnostic tests and access to consultations with board-certified veterinary specialists and pathologists, combined with the benefit of same-day or next-day turnaround [removed: times.][added: times for most tests.]

We attempt to differentiate our reference laboratory testing services from those of competitive reference laboratories and competitive in-clinic offerings primarily on the basis of a differentiated test menu, technology employed, quality, turnaround time, customer [removed: service] [added: service,] and tools such as VetConnect PLUS that demonstrate the complementary manner in which our laboratory services work with our in-clinic offerings.

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

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

We market Cornerstone, ezyVet, [removed: IDEXX Neo,] and [removed: DVMAX] [added: IDEXX Neo] practice management systems to customers primarily in North America, Australia, and New Zealand.

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, [added: storing, and sharing multi-modality diagnostic images.]

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

Our strategy in the water testing business is to develop, manufacture, [removed: market] [added: market,] and sell products that test primarily for the presence of microbial contamination in water matrices, including drinking water supplies, with superior performance, supported by exceptional customer service.

Our customers primarily consist of water utilities, government [removed: laboratories] [added: laboratories,] and private certified laboratories that highly value strong relationships and customer support.

Our strategy in the dairy testing business is to develop, [removed: manufacture] [added: manufacture,] and sell antibiotic residue and contaminant testing products that satisfy applicable regulatory requirements or dairy processor standards for testing of milk and provide reliable field performance.

Our strategy in the OPTI Medical business for the human market is to develop, manufacture, and sell electrolyte and blood gas analyzers, and related consumable [removed: products] [added: products,] for the medical point-of-care diagnostics sector worldwide, with a focus on small to mid-sized hospitals.

We seek to differentiate our products based on ease of use, convenience, international distribution and [removed: service] [added: service,] and instrument reliability.

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

Our facility in Roswell, [removed: Georgia] [added: Georgia,] develops and manufactures the OPTI product lines using the same or similar technology to support the electrolyte requirements of certain CAG products.

[removed: We leverage this facility’s know-how, intellectual] property, and manufacturing capability to continue to expand the menu and instrument capability of the VetStat and Catalyst platforms for veterinary applications, while reducing our cost of consumables by leveraging experience and economies of scale.

Revenue” to the consolidated financial statements for the year ended December 31, [removed: 2023,] [added: 2024,] included in this Annual Report on Form 10-K for additional information about our revenue recognition policy and criteria for recognizing revenue.

[added: 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.

Differences between estimated and actual customer purchases may impact the timing and amount of revenue recognition during the term of the customer arrangement, and a 10% change in these estimates would have increased or reduced contract assets and cumulative recognized revenue related to these programs by approximately [removed: $5.5] [added: $7.5] million [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]

Our customer commitment arrangements that include up-front consideration paid to customers provide customers with incentives in the form of IDEXX Points or, from time to time, cash, upon entering into multi-year arrangements to purchase annual minimum amounts of future products [removed: or] [added: and] services.

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

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

Differences between estimated and actual customer purchases may impact the timing and amount of revenue recognition during the term of the customer arrangement, and a 10% change in these estimates would have increased or reduced cumulative recognized revenue related to these programs by approximately [removed: $1.3] [added: $1.1] million [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]

We account for the customer’s right to earn rebates on future purchases as a separate performance obligation and determine the standalone selling price based on an estimate of rebates the customer will earn over the term of the [removed: program.][added: arrangement.]

We allocate total consideration to identified performance obligations, including the customer’s right to earn rebates on future purchases, which is deferred and subsequently recognized upon the purchase of products and [removed: services, partly offsetting rebates as they are earned.][added: services.]

Differences between estimated and actual customer rebates may impact the timing and amount of revenue recognition during the term of the customer arrangement, and a 10% change in these estimates would have increased or reduced deferred revenue and cumulative recognized revenue related to these programs by approximately [removed: $0.1] [added: $0.3] million [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]

(1) IDEXX InVue Dx was launched in the fourth quarter of 2024, with ten instrument placements.

We also offer add-on subscription services such as Pet Health Network Pro, Vello, Petly Plans, and credit card processing.

Our Cornerstone customer base continues to be an important driver of growth through diagnostic integrations and add-on subscription services.

We continue to make investments to enhance the customer experience of all of our license-based software offerings.

Our Pet Health Network Pro and Vello software provide online client communication and engagement functionality integrated into practice management system workflow.

We offer

We leverage this facility’s know-how, intellectual

If a customer breaches their agreement, they are required to refund

We also accrue for estimated interest expense and penalties on our uncertain tax positions.

Our initial 2025 financial outlook anticipates a decline in U.S. same-store clinical growth levels reflecting these near-term sector and macroeconomic dynamics.

For example, during 2024, we upgraded our IDEXX VetLab Station software and also launched our new slide-free cellular analyzer, IDEXX inVue Dx.

The overall financial performance of our business may be impacted by geopolitical instability and macroeconomic conditions.

International conflicts and tensions may result in uncertainty in the markets, volatility in exchange rates, tariffs, and inflationary trends.

Intellectual Property, Including Patents and License.”

as employees or infrastructure.

| CAG | | | | | | $ | 3,574,044 | | | | | $ | 3,352,356 | | | | | $ | 221,688 | | | | | 6.6 | | % | | | | (0.2 | | %) | | | | 0.4 | | % | | | | 6.4 | | % |

| *United States* | | | | | | *2,409,152* | | | | | | *2,282,507* | | | | | | *126,645* | | | | | | *5.5* | | *%* | | | | *—* | | | | | | *0.6* | | *%* | | | | *5.0* | | *%* |

| *International* | | | | | | *1,164,892* | | | | | | *1,069,849* | | | | | | *95,043* | | | | | | *8.9* | | *%* | | | | *(0.7* | | *%)* | | | | *—* | | | | | | *9.6* | | *%* |

| Water | | | | | | $ | 185,112 | | | | | $ | 168,149 | | | | | $ | 16,963 | | | | | 10.1 | | % | | | | (0.5 | | %) | | | | — | | | | | | 10.6 | | % |

| *United States* | | | | | | *95,347* | | | | | | *83,838* | | | | | | *11,509* | | | | | | *13.7* | | *%* | | | | *—* | | | | | | *—* | | | | | | *13.7* | | *%* |

| *International* | | | | | | *89,765* | | | | | | *84,311* | | | | | | *5,454* | | | | | | *6.5* | | *%* | | | | *(1.0* | | *%)* | | | | *—* | | | | | | *7.5* | | *%* |

| LPD | | | | | | $ | 122,060 | | | | | $ | 121,659 | | | | | $ | 401 | | | | | 0.3 | | % | | | | (0.9 | | %) | | | | — | | | | | | 1.2 | | % |

| *United States* | | | | | | *22,250* | | | | | | *18,961* | | | | | | *3,289* | | | | | | *17.3* | | *%* | | | | *—* | | | | | | *—* | | | | | | *17.3* | | *%* |

| *International* | | | | | | *99,810* | | | | | | *102,698* | | | | | | *(2,888)* | | | | | | *(2.8* | | *%)* | | | | *(1.0* | | *%)* | | | | *—* | | | | | | *(1.8* | | *%)* |

| Other | | | | | | $ | 16,288 | | | | | $ | 18,789 | | | | | $ | (2,501) | | | | | (13.3 | | %) | | | | — | | | | | | — | | | | | | (13.3 | | %) |

| Total Company | | | | | | $ | 3,897,504 | | | | | $ | 3,660,953 | | | | | $ | 236,551 | | | | | 6.5 | | % | | | | (0.3 | | %) | | | | 0.4 | | % | | | | 6.4 | | % |

| *United States* | | | | | | *2,533,174* | | | | | | *2,391,427* | | | | | | *141,747* | | | | | | *5.9* | | *%* | | | | *—* | | | | | | *0.5* | | *%* | | | | *5.4* | | *%* |

| *International* | | | | | | *1,364,330* | | | | | | *1,269,526* | | | | | | *94,804* | | | | | | *7.5* | | *%* | | | | *(0.8* | | *%)* | | | | *—* | | | | | | *8.2* | | *%* |

The increase in organic revenue reflects growth in CAG Diagnostics recurring revenue, including benefits from higher realized prices and, to a lesser extent, increased volumes, supported by new business gains and sustained high customer retention rates, offsetting constraints from macroeconomic and sector headwinds.

The increase in LPD revenue was primarily due to higher realized prices and volume growth in the U.S. and Europe, partially offset by lower testing levels in Asia Pacific.

The decrease in Other revenue was primarily due to lower volumes of our OPTI Medical instruments and consumables.

The impact of a business acquisition increased total revenue growth by 0.4%, while the change in foreign currency exchange rates decreased total revenue growth by 0.3%.

| Revenues | | | | | | $ | 3,897,504 | | | | | | | | | | | $ | 3,660,953 | | | | | | | | | | | $ | 236,551 | | | | | 6.5 | | % |

| Cost of revenue | | | | | | 1,518,577 | | | | | | | | | | | | 1,470,983 | | | | | | | | | | | | 47,594 | | | | | | 3.2 | | % |

| Gross profit | | | | | | 2,378,927 | | | | | | 61.0 | | % | | | | 2,189,970 | | | | | | 59.8 | | % | | | | 188,957 | | | | | | 8.6 | | % |

| Sales and marketing | | | | | | 588,507 | | | | | | 15.1 | | % | | | | 566,066 | | | | | | 15.5 | | % | | | | 22,441 | | | | | | 4.0 | | % |

| General and administrative | | | | | | 442,291 | | | | | | 11.3 | | % | | | | 335,825 | | | | | | 9.2 | | % | | | | 106,466 | | | | | | 31.7 | | % |

| Research and development | | | | | | 219,792 | | | | | | 5.6 | | % | | | | 190,951 | | | | | | 5.2 | | % | | | | 28,841 | | | | | | 15.1 | | % |

| Total operating expenses | | | | | | 1,250,590 | | | | | | 32.1 | | % | | | | 1,092,842 | | | | | | 29.9 | | % | | | | 157,748 | | | | | | 14.4 | | % |

| Income from operations | | | | | | $ | 1,128,337 | | | | | 29.0 | | % | | | | $ | 1,097,128 | | | | | 30.0 | | % | | | | $ | 31,209 | | | | | 2.8 | | % |

While we continue to support our licensed-based Cornerstone and DVMAX software, we are growing our installed base of subscription-based practice management offerings for new customers of IDEXX practice management systems.

Our Cornerstone and DVMAX customer base continues to be an important driver of growth through diagnostic integrations and 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.

We also offer rVetLink, a comprehensive referral management solution for specialty care hospitals that streamlines the referral process between primary care and specialty care veterinarians.

rVetLink’s cloud technology integrates with major specialty hospital management systems, including Cornerstone Software and DVMAX Software.

Pet Health Network Pro online client communication and education service complements the entire IDEXX 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.

storing, and sharing multi-modality diagnostic images.

Similar to our veterinary instruments and

We

determination was made.

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.

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.

In June 2022 we decided to liquidate our sole Russian subsidiary and suspend our direct Russian operations, which consisted of marketing and selling diagnostic products for veterinary clinics in Russia.

A limited number of our products, which are important for human or animal healthcare, continue to be sold in Russia pursuant to ongoing third-party distribution agreements.

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

Additionally, economic turmoil, fears of a global economic downturn or recession, and inflationary pressure can cause our customers to remain sensitive to the pricing of our products and services.

Business, Patents and Licenses.”

| 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* | | *%* |

The increase in organic revenue reflects benefits from higher realized prices and continued demand for companion animal diagnostics globally, supported by increases in CAG Diagnostics recurring revenues.

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 | | % |

| Sales and marketing | | | | | | 566,066 | | | | | | 15.5 | | % | | | | 524,505 | | | | | | 15.6 | | % | | | | 41,561 | | | | | | 7.9 | | % |

| General and administrative | | | | | | 335,825 | | | | | | 9.2 | | % | | | | 326,248 | | | | | | 9.7 | | % | | | | 9,577 | | | | | | 2.9 | | % |

| Research and development | | | | | | 190,951 | | | | | | 5.2 | | % | | | | 254,820 | | | | | | 7.6 | | % | | | | (63,869) | | | | | | (25.1 | | %) |

| Total operating expenses | | | | | | 1,092,842 | | | | | | 29.9 | | % | | | | 1,105,573 | | | | | | 32.8 | | % | | | | (12,731) | | | | | | (1.2 | | %) |

| Income from operations | | | | | | $ | 1,097,128 | | | | | 30.0 | | % | | | | $ | 898,765 | | | | | 26.7 | | % | | | | $ | 198,363 | | | | | 22.1 | | % |

Excluding the impact of foreign currency movements, the increase in the gross profit margin was supported by recurring revenue net price gains, which mitigated the inflationary cost impacts that contributed to higher product and labor costs.

Our primary foreign currency transaction risk consists of intercompany purchases and sales of [removed: products] [added: products,] and we attempt to mitigate this risk through our hedging program described below.

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 21%] [added: 22%] of our consolidated revenue was derived from products manufactured or sourced in U.S. dollars and sold internationally in local currencies, compared to 21% [removed: and 23%] for [added: both] the years ended December 31, [removed: 2022] [added: 2023,] and [removed: 2021, respectively.][added: 2022.]

| *(in thousands, except per share amounts)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue (decrease) increase | | | | | | $ | [removed: (4,603)] [added: (9,471)] | | | | | $ | [removed: (108,812)] [added: (4,603)] | | | | | $ | [removed: 46,001] [added: (108,812)] | |

| Operating profit (decrease) increase, excluding hedge activity and exchange impacts on settlement of foreign currency denominated transactions | | | | | | $ | [removed: (5,489)] [added: (4,253)] | | | | | $ | [removed: (56,420)] [added: (5,489)] | | | | | $ | [removed: 28,557] [added: (56,420)] | |

| Hedge gains (losses) - current period | | | | | | [removed: 3,512] [added: 5,932] | | | | | | [removed: 25,733] [added: 3,512] | | | | | | [removed: (7,121)] [added: 25,733] | | |

| [removed: Exchange (losses) on settlements of foreign] [added: Foreign] currency [removed: denominated transactions] [added: transaction (losses)] - current period | | | | | | [removed: (1,078)] [added: (4,527)] | | | | | | [removed: (3,408)] [added: (1,078)] | | | | | | [removed: (2,111)] [added: (3,408)] | | |

| Operating profit (decrease) increase - current period | | | | | | $ | [removed: (3,055)] [added: (2,848)] | | | | | $ | [removed: (34,095)] [added: (3,055)] | | | | | $ | [removed: 19,325] [added: (34,095)] | |

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

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

| Operating profit (decrease) increase - compared to prior period | | | | | | $ | [removed: (25,380)] [added: (5,282)] | | | | | $ | [removed: (24,863)] [added: (25,380)] | | | | | $ | [removed: 17,797] [added: (24,863)] | |

| Diluted earnings per share (decrease) increase - compared to prior period | | | | | | $ | [removed: (0.24)] [added: (0.05)] | | | | | $ | [removed: (0.22)] [added: (0.24)] | | | | | $ | [removed: 0.16] [added: (0.22)] | |

At our current foreign exchange rate assumptions, we anticipate year-over-year changes will reduce our revenues, [removed: and increase] [added: decrease] our operating [removed: profit] [added: profit,] and diluted earnings per share in the year [removed: ended] [added: ending] December 31, [removed: 2024,] [added: 2025,] by approximately [removed: $1] [added: $80] million, [removed: $2] [added: $22] million, and [removed: $0.02] [added: $0.21] per share, respectively.

These [removed: favorable] [added: unfavorable] impacts to our operating profit and diluted earnings per share [removed: includes] [added: include] net year-over-year impacts of foreign currency hedging activity, which is expected to increase total company operating profit by approximately [removed: $2] [added: $19] million and diluted earnings per share by [removed: $0.02] [added: $0.18] during the year ending December 31, [removed: 2024.][added: 2025.]

The above estimate assumes that the value of the U.S. dollar relative to other currencies will reflect the euro at [removed: $1.08,] [added: $1.02,] the British pound at [removed: $1.25,] [added: $1.23,] the Canadian dollar at [removed: $0.74,] [added: $0.68,] the Australian dollar at [removed: $0.66;] [added: $0.61;] the Japanese yen at [removed: ¥147,] [added: ¥160,] the Chinese renminbi at RMB [removed: 7.23,] [added: 7.43,] and the Brazilian real at [removed: R$4.95] [added: R$6.21] to the U.S. dollar for the full year of [removed: 2024.][added: 2025.]

The foreign currency exchange impacts on our revenue and operating income will be different from our [removed: 2024] [added: 2025] 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 $13 million and operating income by approximately [removed: $4] [added: $5] million, net of hedge positions.

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

From time to time, we may also enter into other foreign currency exchange [removed: contracts] [added: contracts, cross currency swaps,] or foreign-denominated debt issuances to minimize the impact of foreign currency fluctuations associated with specific balance sheet exposures, including net investments in certain foreign subsidiaries.

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: 2023.][added: 2024.]

As a result, no significant ineffectiveness has resulted or been recognized in the statements of income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

The notional amount of foreign currency exchange contracts to hedge forecasted intercompany purchases and sales totaled [removed: $294.0] [added: $325.7] million [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] and [removed: $258.2] [added: $294.0] million [removed: at] [added: as of] December 31, [removed: 2022.][added: 2023.]

[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] we had [removed: $2.4] [added: $12.8] million of net unrealized [removed: losses] [added: gains] on foreign currency exchange contracts [removed: recorded in] [added: reflected within] accumulated other comprehensive [removed: loss,] [added: income,] net of related tax.

Risk [removed: Factors: “*Since] [added: Factors:” “Since] our business is global in nature, geopolitical risks and other risks associated with doing business internationally could negatively affect our 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 [removed: business*,”] [added: business,”] and “Part II, Item 8.

Borrowings outstanding under the Credit Facility [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] were $250.0 million.

During [removed: 2023,] [added: 2024,] we experienced inflationary pressure on our operating costs.

During [removed: 2024,] [added: 2025,] we expect to continue to face higher costs for labor, commodities, energy, and transportation, as well as increased prices from suppliers.

[removed: We may not be] able to offset these higher costs through productivity initiatives and price increases, which may materially and adversely affect our business, results of operations, and financial condition.

instruments for purposes other than risk management.

Furthermore, additional tariffs on imported goods may increase our costs to purchase products, components, and materials.

We may not be

- [removed: Diagnostic,] [added: Diagnostic and] health-monitoring products for livestock, poultry, and dairy;

Our in-clinic diagnostic solutions are comprised of our IDEXX VetLab suite of in-clinic chemistry, hematology, immunoassay, [added: electrolyte,] urinalysis, [added: cytology, blood gas,] and coagulation analyzers, as well as associated consumable products that provide real-time reference lab quality diagnostic results.

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

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

[removed: We also support the] VetStat Electrolyte and Blood Gas analyzer.

[removed: We sell three] [added: Our] hematology analyzers [removed: that] assess the cellular components of blood, including red blood cells, white blood cells, and platelets (also called a complete blood count).

We continue to offer consumables to support analyzers that are not actively marketed including the LaserCyte Dx [removed: and IDEXX VetAutoread hematology analyzers.][added: Hematology Analyzer.]

Sales of our canine vector-borne disease tests are [added: typically] greater in the first half of our fiscal year due to seasonality of disease testing in the veterinary practices in the Northern Hemisphere.

The IDEXX VetLab Station (“IVLS”) connects and integrates the diagnostic information from all the IDEXX VetLab analyzers, and [removed: thus,] [added: thus] provides reference laboratory information management system capability.

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

[removed: 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, and South Korea, through a network of approximately 80 laboratories.

[added: IDEXX Telemedicine*.*] Additionally, we provide specialized veterinary consultation, telemedicine, and advisory services, including radiology, [added: dental radiography,] cardiology, internal medicine, and ultrasound consulting.

[removed: Software,] [added: We provide 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.

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

Industry pharmaceutical and nutrition partners leverage our data to understand channel market performance and to [removed: develop] [added: provide] behavioral insights.

Our SmartFlow cloud offering works in conjunction with major veterinary practice management systems, including ezyVet, Cornerstone, Animana, IDEXX Neo, [removed: DVMAX,] and certain third-party practice management systems, and VetRadar provides workflow capability for ezyVet.

In addition, we offer cloud-based client communication (Pet Health Network [removed: Pro and] [added: Pro,] Pet Health Network [removed: 3D)] [added: 3D,] and [added: Vello) and] preventive care plan management software (Petly Plans) designed to strengthen the relationship between the veterinarian and the pet owner.

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

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

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

Our principal livestock and poultry diagnostic products include tests for Bovine Viral Diarrhea Virus (“BVDV”), Porcine Reproductive and Respiratory Syndrome (“PRRS”), [added: Transmittable Spongiform Encephalopathies (“TSE”),] and African Swine Fever (“ASFV”).

We also sell our Alertys [removed: Ruminant] [added: Milk] Pregnancy Test, [removed: Rapid Visual] [added: Alertys Ruminant] Pregnancy [removed: Test and] [added: Test,] Alertys On-Farm Pregnancy [added: Test, and Rapid Visual Pregnancy] Test for [removed: cattle,] [added: cattle and other ruminants,] which can detect pregnancy 28 days after breeding using [added: milk, serum, or] whole blood samples.

[removed: Beginning in 2020, with the onset of the COVID-19 pandemic,] [added: Previously] we [added: also] provided human testing solutions for the detection of SARS-CoV-2, the virus that causes COVID-19.

We maintain active research and development programs in each of our [added: three primary] business segments.

Our research and development expenses, which consist of salaries, employee benefits, certain licensing agreements, materials and external consulting and development costs, were [removed: $191.0] [added: $219.8] million for the year ended December 31, [removed: 2023,] [added: 2024,] or [removed: 5.2%] [added: 5.6%] of our consolidated revenue, [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 and [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.

[removed: PATENTS] [added: INTELLECTUAL PROPERTY, INCLUDING PATENTS] AND LICENSES

[removed: While we consider these technology rights to be important to us,] [added: In addition,] a range of factors help to mitigate the future [added: potential] effects of [removed: patent and license] [added: the] expiration [added: of any of our patents, licenses, and other intellectual property rights] on our results of operations and financial position.

Although [removed: we have] certain [removed: patents and licenses] of [added: these] patents and [removed: technologies from third parties that] [added: licenses] are expected to expire in future years, the expiration of these patents and licenses, individually or in the aggregate, is not expected to have a material effect on our financial position or future operations.

In addition, we [removed: already] face robust competition as other companies have been successful in bringing competitive products [added: and services] to market, despite the protections afforded by these [removed: technology] [added: patent and license] rights.

To the extent some of our products [added: and services] may now, or in the future, embody technologies protected by patents, copyrights, or trade secrets of others, we may be required to obtain licenses to such technologies in order to continue to sell our [removed: products.][added: products and services.]

Our failure to obtain any such licenses may delay or prevent the sale of certain new or existing [removed: products.][added: products and services.]

[removed: Many of the] [added: Certain] instruments that we sell are manufactured by third parties.

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

Certain Catalyst chemistry slides are supplied by [removed: Ortho] [added: Ortho-Clinical Diagnostics, Inc. (“Ortho”)] under supply agreements that are currently set to expire in December of [removed: 2033.][added: 2044.]

However, there can be no assurance that uninterrupted supply can be maintained if these agreements terminate for any [removed: reason] [added: reason,] or our suppliers otherwise are unable to satisfy our requirements for products.

Our manufacturing and distribution facilities in Westbrook, Maine; [added: Scarborough, Maine;] Roswell, Georgia; Memphis, Tennessee; and the Netherlands, Switzerland, 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.

[removed: We compete primarily on the basis of ease of use and speed of our products, diagnostic accuracy, product quality, breadth of our product line and services, differentiated product] innovations, fully integrated technology, information management capability, enhancement of veterinary practice efficiency, availability of medical consultation, effectiveness of our sales and distribution channels, quality of our technical and customer service, and our pricing relative to the value of our products and services in comparison with competitive products and services.

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

Our competitors include [removed: highly-focused] smaller [added: regional] companies and [removed: multibillion-dollar] [added: larger] companies with livestock and poultry diagnostics and water testing solution [removed: franchises.][added: products, such as Neogen Corporation, Charm Sciences, Inc., BioChek, Innovative Diagnostics and Thermo Fisher Scientific Inc.]

We also compete with numerous [removed: highly-focused] [added: highly focused] smaller companies throughout the geographies in which we offer veterinary software, including those offering cloud-based solutions.

IDEXX in-clinic analyzers feature load-and-go sample handling and integration with a cloud-enabled software ecosystem, including the IDEXX VetLab Station and VetConnect PLUS.

We actively sell the Catalyst One Chemistry Analyzer and continue to support the Catalyst Dx Analyzer, both of which perform chemistry, immunoassay, and electrolyte tests.

We also support the

The SediVue Dx Analyzer provides a complete urine sediment analysis.

This platform features proprietary AI capabilities.

Cytology.

During the fourth quarter of 2024, we launched in North America our new cellular analyzer, IDEXX inVue Dx, which detects the most common cytologic changes found in blood.

The IDEXX inVue Dx Cellular Analyzer uses advanced optics and AI technology in a slide-free, load-and-go platform.

In 2024, we upgraded our IVLS to work easier and faster than our previous version, providing two times faster performance on common workflows and access to historical results five times faster.

These services enable veterinarians to obtain diagnostic interpretations, and radiology and cardiology assessments.

IDEXX Telemedicine services are accessed through IDEXX VetMedStat, a cloud-based software platform for case submission and interpretation that embeds proprietary AI capabilities aiding analysis of images and electrocardiogram results.

IDEXX Tecta Systems.

Our IDEXX Tecta system instruments automate several steps in water testing workflows, allowing multiple samples to be tested simultaneously, with remote notification capability.

Tecta detects total coliforms and *E. coli*, *E. coli* only, fecal coliforms, and *enterococci*.

TSE is a transmissible disease in which infected animals exhibit behavioral disturbances and a progressive loss of physical condition that precedes death.

We actively seek to protect our intellectual property rights and the competitive position of our innovative offerings through various approaches, including the use of patents, copyrights, trademarks, and trade secrets.

We file applications for and obtain patents, copyrights, and trademarks in the U.S. and other countries as we believe appropriate, and we seek to protect our trade secrets and proprietary know-how.

While we consider ownership of these intellectual property rights in the aggregate to be important to us, we do not believe that any single patent, copyright, trademark, trade secret, or license is material to our business as a whole, except for licenses related to our Catalyst instruments and consumables, and we primarily rely on the innovative skills, technical expertise, customer focus and knowledge, and marketing abilities of our employees for our business success.

These factors include, but are not limited to:

- publications, including peer-reviewed third-party studies, that demonstrate the performance and benefits of our products and services;

- our brand strength and reputation in the marketplace;

- the breadth, quality and integration of our product and service offerings;

- our existing customer relationships and our customer service and support;

- our sales force;

- our online ordering platform that enables direct ordering of (including establishing automatic reorder schedules for) our consumables, tests and other products by our customers;

- the applicable regulatory approval status for certain products;

- our continued investments in innovative product and service improvements that result in new technologies, features, functionalities, enhancements, integrations, and/or additional patents and other intellectual property rights;

- our investment in diagnostic innovations that results in new product and service offerings that are patentable and that expand the test menu for our in-clinic instruments and/or reference laboratory business; and

- our significant know-how, scale and investments related to the product design and manufacturing processes of associated product offerings and certain supply arrangements for consumables that are compatible with our instruments.

We own or have license rights to various patents, patent applications, and technologies in the U.S. and other countries.

These patents, patent applications, and technologies relate to intellectual property embodied in certain of our CAG products and services (including our Catalyst instruments and consumables and certain reference laboratory tests), LPD diagnostic products, and Water testing products, as well as other subject matters relevant to the manufacture and commercialization of these products and services.

In addition to seeking patent protection as appropriate, we also protect certain intellectual property (such as software and our manufacturing know-how) through U.S. and international trade secret and copyright laws.

We seek to protect our trade secrets and proprietary know-how in many ways, including through confidentiality and invention assignment agreements with our employees and third parties with which we do business (such as vendors, strategic partners, and consultants) and internal confidentiality processes and procedures.

The terms of the agreement allow for early termination in certain circumstances.

In the event of a notice of non-extension, the agreement will continue for a period of twelve years through December 31 of the twelfth year after such notice, up to 2044.

We compete primarily on the basis of ease of use and speed of our products, diagnostic accuracy, product quality, breadth of our product line and services, differentiated product

We are

about significant risk of exposures to chemicals in products that are known to cause cancer, birth defects, or other reproductive harm.

The Maine statute prohibits the sale in Maine of non-exempt products containing intentionally-added PFAS after January 1, 2032, unless the Maine Department of Environmental Protection has made an unavoidable use determination, and requires reporting after the applicable sales ban takes effect of the presence of PFAS in products that have received unavoidable use determinations.

However, these bans and reporting requirements in Maine are currently subject to statutory exemptions for veterinary products and medical devices regulated by or under the jurisdiction of the FDA, USDA, or EPA, as well as products that are used for public health, or for environmental or water quality testing.

We actively sell the Catalyst One Chemistry analyzer.

We continue to support our Catalyst Dx and VetTest Chemistry analyzers.

Our SNAPshot Dx analyzer can run multiple patient samples at once.

The SediVue Dx analyzer is designed to provide automated real-time results in a fraction of the time of manual microscope analysis, which allows veterinary staff to perform a urine sediment analysis in approximately 3 minutes.

These services enable veterinarians to obtain readings and interpretations of test results transmitted by telephone and over the Internet.

IDEXX I-Vision Mobile is a software application that allows veterinarians with IDEXX digital radiography systems the ability to request, view and send images using an iPad® mobile tablet.

This application integrates with our IDEXX-PACS software.

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

We actively seek to obtain patent protection in the U.S. and other countries for inventions covering our products and technologies.

Patents and licenses of patents and technologies from third parties are considered important to us based on a variety of factors, including providing protection for our inventions and other intellectual property; affording protection from competitors in certain sectors; enabling the use of more effective and efficient technologies in the development and production of our products and offerings; strengthening our reputation and standing among customers, employees, and key suppliers; and acting as a deterrent against counterfeiters, imitators, and other copiers of technologies.

Important patents and licenses include those related to:

- Catalyst consumables that began to expire in 2020 and will continue into 2035;

- Catalyst instruments that expire beginning in 2026 and will continue into 2032;

- Reagents and methods for the detection of canine pancreatic lipase that expire in 2026; and

- Patents relating to reagents and methods for the detection of SDMA that expire beginning in 2029 and will continue into 2037.

These factors include publications, including peer-reviewed third-party studies, that demonstrate the accuracy of our products; our brand strength and reputation in the marketplace; the breadth, quality and integration of our product offerings; our existing customer relationships and our customer support; our sales force; our online ordering platform that enables direct ordering of (including establishing automatic reorder schedules for) our consumables, tests and other products by our customers; the applicable regulatory approval status for certain products; our continued investments in innovative product improvements that often result in new technologies and/or additional patents; our investment in diagnostic innovations that results in new product offerings that often are patentable and that expand the test menu for our in-clinic instruments and/or reference laboratory business; and our significant know-how, scale and investments related to manufacturing processes of associated product offerings and certain supply arrangements for consumables that are compatible with our instruments.

proposed approval in the Federal Register before final approval.

Human COVID-19 test products.

During 2022, OPTI manufactured, sold, and distributed PCR and antibody ELISA test kits for the detection of the virus that causes COVID-19.

These test kits are subject to regulation by the FDA pursuant to the FDC Act, and more specifically, are sold and distributed pursuant to FDA Emergency Use Authorization.

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 Device Regulation and In Vitro Diagnostic Medical Devices Regulation.

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

harm.

Maine’s statute requires that by January 1, 2025, manufacturers of products with intentionally-added PFAS report the presence of such substances, and specifies that (subject to certain exceptions to be promulgated by the Maine Department of Environmental Protection) no product containing intentionally-added PFAS may be sold in Maine after January 1, 2030.

Diversity, Equity, and Inclusion.

We employ inclusive recruitment practices to source diverse candidates and mitigate potential bias.

As of December 31, 2023, we had approximately 11,000 regular full-time and part-time employees, with underrepresented minorities representing an estimated 24.4% of our U.S. employees, as follows:

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Self-Identified Racial or Ethnic Background (1) | | | | | | | | | | | |

| Black/African American | | | | | | 9.2 | | % | | | |

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

| Hispanic/Latinx | | | | | | 6.2 | | % | | | |

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

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

(1) Data regarding racial and ethnic background are based on self-identification by our U.S. employees; underrepresented minorities is defined as Black/African American, Asian, Hispanic/Latinx and Other.

The percentages provided do not add up to 100% because some U.S. employees declined to specify race and/or ethnicity.

(2) Other is defined as American Indian, Alaska Native, Native Hawaiian/Other Pacific Islander, and two or more races.

In addition, as of December 31, 2023, women represented 58.5% of our global employee population and were represented in leadership as follows:

| | | | | | | Percentage who self- identify as women | | | | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

For the transition period from _______________ to [removed: _______________.][added: _______________]

][added: Logo.gif](https://www.sec.gov/Archives/edgar/data/874716/000087471625000037/idxx-20241231_g1.gif)]

Based on the closing sale price on June 30, [removed: 2023] [added: 2024,] 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: $41,325,387,624.][added: $40,083,530,200.]

The number of shares outstanding of the registrant’s Common Stock was [removed: 83,089,381] [added: 81,328,233] on February 12, [removed: 2024.][added: 2025.]

Part III—Specifically identified portions of the Company’s definitive Proxy Statement to be filed in connection with the Company’s [removed: 2024] [added: 2025] annual meeting of stockholders (the [removed: “2024] [added: “2025] Annual Meeting”), to be held on May [removed: 6, 2024,] [added: 7, 2025,] are incorporated herein by reference.

| Customer commitment arrangements | | | | | | Customer contractual arrangements [removed: offer] [added: that provide] customers incentives in exchange for multi-year commitments to purchase annual minimum amounts of products and services. | | |

| 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 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. | | |

| Ortho | | | | | | [removed: Ortho Clinical] [added: Ortho-Clinical] Diagnostics, Inc., a subsidiary of QuidelOrtho Corporation, a supplier of dry slide consumables used in our Catalyst One and Catalyst Dx Chemistry Analyzers and VetTest Chemistry Analyzer. | | |

| [Item [removed: 1](#i418134b7afe84e228bb8d14d12bdc7e5_19)] [added: 1](#i3774c3a10e494790b5dcde95febcf365_19)] | | | [removed: [Business](#i418134b7afe84e228bb8d14d12bdc7e5_19)] [added: [Business](#i3774c3a10e494790b5dcde95febcf365_19)] | | | [removed: [6](#i418134b7afe84e228bb8d14d12bdc7e5_19)] [added: [6](#i3774c3a10e494790b5dcde95febcf365_19)] | | |

| [Item [removed: 1A](#i418134b7afe84e228bb8d14d12bdc7e5_22)] [added: 1A](#i3774c3a10e494790b5dcde95febcf365_22)] | | | [Risk [removed: Factors](#i418134b7afe84e228bb8d14d12bdc7e5_22)] [added: Factors](#i3774c3a10e494790b5dcde95febcf365_22)] | | | [removed: [18](#i418134b7afe84e228bb8d14d12bdc7e5_22)] [added: [18](#i3774c3a10e494790b5dcde95febcf365_22)] | | |

| [Item [removed: 1B](#i418134b7afe84e228bb8d14d12bdc7e5_25)] [added: 1B](#i3774c3a10e494790b5dcde95febcf365_25)] | | | [Unresolved Staff [removed: Comments](#i418134b7afe84e228bb8d14d12bdc7e5_25)] [added: Comments](#i3774c3a10e494790b5dcde95febcf365_25)] | | | [removed: [33](#i418134b7afe84e228bb8d14d12bdc7e5_25)] [added: [33](#i3774c3a10e494790b5dcde95febcf365_25)] | | |

| [Item [removed: 2](#i418134b7afe84e228bb8d14d12bdc7e5_28)] [added: 2](#i3774c3a10e494790b5dcde95febcf365_31)] | | | [removed: [Properties](#i418134b7afe84e228bb8d14d12bdc7e5_28)] [added: [Properties](#i3774c3a10e494790b5dcde95febcf365_31)] | | | [removed: [35](#i418134b7afe84e228bb8d14d12bdc7e5_28)] [added: [35](#i3774c3a10e494790b5dcde95febcf365_31)] | | |

| [Item [removed: 3](#i418134b7afe84e228bb8d14d12bdc7e5_31)] [added: 3](#i3774c3a10e494790b5dcde95febcf365_34)] | | | [Legal [removed: Proceedings](#i418134b7afe84e228bb8d14d12bdc7e5_31)] [added: Proceedings](#i3774c3a10e494790b5dcde95febcf365_34)] | | | [removed: [35](#i418134b7afe84e228bb8d14d12bdc7e5_31)] [added: [35](#i3774c3a10e494790b5dcde95febcf365_34)] | | |

| [Item [removed: 4](#i418134b7afe84e228bb8d14d12bdc7e5_34)] [added: 4](#i3774c3a10e494790b5dcde95febcf365_37)] | | | [Mine Safety [removed: Disclosures](#i418134b7afe84e228bb8d14d12bdc7e5_34)] [added: Disclosures](#i3774c3a10e494790b5dcde95febcf365_37)] | | | [removed: [35](#i418134b7afe84e228bb8d14d12bdc7e5_34)] [added: [35](#i3774c3a10e494790b5dcde95febcf365_37)] | | |

| [Item [removed: 5](#i418134b7afe84e228bb8d14d12bdc7e5_40)] [added: 5](#i3774c3a10e494790b5dcde95febcf365_43)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i418134b7afe84e228bb8d14d12bdc7e5_40)] [added: Securities](#i3774c3a10e494790b5dcde95febcf365_43)] | | | [removed: [36](#i418134b7afe84e228bb8d14d12bdc7e5_40)] [added: [36](#i3774c3a10e494790b5dcde95febcf365_43)] | | |

| [Item [removed: 6](#i418134b7afe84e228bb8d14d12bdc7e5_43)] [added: 6](#i3774c3a10e494790b5dcde95febcf365_46)] | | | [removed: [\[Reserved\]](#i418134b7afe84e228bb8d14d12bdc7e5_43)] [added: [\[Reserved\]](#i3774c3a10e494790b5dcde95febcf365_46)] | | | [removed: [37](#i418134b7afe84e228bb8d14d12bdc7e5_43)] [added: [37](#i3774c3a10e494790b5dcde95febcf365_46)] | | |

| [Item [removed: 7](#i418134b7afe84e228bb8d14d12bdc7e5_46)] [added: 7](#i3774c3a10e494790b5dcde95febcf365_49)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i418134b7afe84e228bb8d14d12bdc7e5_46)] [added: Operations](#i3774c3a10e494790b5dcde95febcf365_49)] | | | [removed: [38](#i418134b7afe84e228bb8d14d12bdc7e5_46)] [added: [38](#i3774c3a10e494790b5dcde95febcf365_49)] | | |

| [Item [removed: 7A](#i418134b7afe84e228bb8d14d12bdc7e5_106)] [added: 7A](#i3774c3a10e494790b5dcde95febcf365_106)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i418134b7afe84e228bb8d14d12bdc7e5_106)] [added: Risk](#i3774c3a10e494790b5dcde95febcf365_106)] | | | [removed: [61](#i418134b7afe84e228bb8d14d12bdc7e5_106)] [added: [61](#i3774c3a10e494790b5dcde95febcf365_106)] | | |

| [Item [removed: 8](#i418134b7afe84e228bb8d14d12bdc7e5_109)] [added: 8](#i3774c3a10e494790b5dcde95febcf365_109)] | | | [Financial Statements and Supplementary [removed: Data](#i418134b7afe84e228bb8d14d12bdc7e5_109)] [added: Data](#i3774c3a10e494790b5dcde95febcf365_109)] | | | [removed: [63](#i418134b7afe84e228bb8d14d12bdc7e5_109)] [added: [63](#i3774c3a10e494790b5dcde95febcf365_109)] | | |

| [Item [removed: 9](#i418134b7afe84e228bb8d14d12bdc7e5_112)] [added: 9](#i3774c3a10e494790b5dcde95febcf365_112)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i418134b7afe84e228bb8d14d12bdc7e5_112)] [added: Disclosure](#i3774c3a10e494790b5dcde95febcf365_112)] | | | [removed: [63](#i418134b7afe84e228bb8d14d12bdc7e5_112)] [added: [63](#i3774c3a10e494790b5dcde95febcf365_112)] | | |

| [Item [removed: 9A](#i418134b7afe84e228bb8d14d12bdc7e5_115)] [added: 9A](#i3774c3a10e494790b5dcde95febcf365_115)] | | | [Controls and [removed: Procedures](#i418134b7afe84e228bb8d14d12bdc7e5_115)] [added: Procedures](#i3774c3a10e494790b5dcde95febcf365_115)] | | | [removed: [63](#i418134b7afe84e228bb8d14d12bdc7e5_115)] [added: [63](#i3774c3a10e494790b5dcde95febcf365_115)] | | |

| [Item [removed: 9B](#i418134b7afe84e228bb8d14d12bdc7e5_118)] [added: 9B](#i3774c3a10e494790b5dcde95febcf365_118)] | | | [Other [removed: Information](#i418134b7afe84e228bb8d14d12bdc7e5_118)] [added: Information](#i3774c3a10e494790b5dcde95febcf365_118)] | | | [removed: [64](#i418134b7afe84e228bb8d14d12bdc7e5_118)] [added: [64](#i3774c3a10e494790b5dcde95febcf365_118)] | | |

| [Item [removed: 9C](#i418134b7afe84e228bb8d14d12bdc7e5_121)] [added: 9C](#i3774c3a10e494790b5dcde95febcf365_121)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i418134b7afe84e228bb8d14d12bdc7e5_121)] [added: Inspections](#i3774c3a10e494790b5dcde95febcf365_121)] | | | [removed: [64](#i418134b7afe84e228bb8d14d12bdc7e5_121)] [added: [64](#i3774c3a10e494790b5dcde95febcf365_121)] | | |

| [Item [removed: 10](#i418134b7afe84e228bb8d14d12bdc7e5_127)] [added: 10](#i3774c3a10e494790b5dcde95febcf365_127)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i418134b7afe84e228bb8d14d12bdc7e5_127)] [added: Governance](#i3774c3a10e494790b5dcde95febcf365_127)] | | | [removed: [65](#i418134b7afe84e228bb8d14d12bdc7e5_127)] [added: [65](#i3774c3a10e494790b5dcde95febcf365_127)] | | |

| [Item [removed: 11](#i418134b7afe84e228bb8d14d12bdc7e5_130)] [added: 11](#i3774c3a10e494790b5dcde95febcf365_130)] | | | [Executive [removed: Compensation](#i418134b7afe84e228bb8d14d12bdc7e5_130)] [added: Compensation](#i3774c3a10e494790b5dcde95febcf365_130)] | | | [removed: [65](#i418134b7afe84e228bb8d14d12bdc7e5_130)] [added: [65](#i3774c3a10e494790b5dcde95febcf365_130)] | | |

| [Item [removed: 12](#i418134b7afe84e228bb8d14d12bdc7e5_133)] [added: 12](#i3774c3a10e494790b5dcde95febcf365_133)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i418134b7afe84e228bb8d14d12bdc7e5_133)] [added: Matters](#i3774c3a10e494790b5dcde95febcf365_133)] | | | [removed: [65](#i418134b7afe84e228bb8d14d12bdc7e5_133)] [added: [65](#i3774c3a10e494790b5dcde95febcf365_133)] | | |

| [Item [removed: 13](#i418134b7afe84e228bb8d14d12bdc7e5_136)] [added: 13](#i3774c3a10e494790b5dcde95febcf365_136)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i418134b7afe84e228bb8d14d12bdc7e5_136)] [added: Independence](#i3774c3a10e494790b5dcde95febcf365_136)] | | | [removed: [65](#i418134b7afe84e228bb8d14d12bdc7e5_136)] [added: [66](#i3774c3a10e494790b5dcde95febcf365_136)] | | |

| [Item [removed: 14](#i418134b7afe84e228bb8d14d12bdc7e5_139)] [added: 14](#i3774c3a10e494790b5dcde95febcf365_139)] | | | [Principal Accountant Fees and [removed: Services](#i418134b7afe84e228bb8d14d12bdc7e5_139)] [added: Services](#i3774c3a10e494790b5dcde95febcf365_139)] | | | [removed: [65](#i418134b7afe84e228bb8d14d12bdc7e5_139)] [added: [66](#i3774c3a10e494790b5dcde95febcf365_139)] | | |

| [Item [removed: 15](#i418134b7afe84e228bb8d14d12bdc7e5_145)] [added: 15](#i3774c3a10e494790b5dcde95febcf365_145)] | | | [Exhibits, Financial Statement [removed: Schedules](#i418134b7afe84e228bb8d14d12bdc7e5_145)] [added: Schedules](#i3774c3a10e494790b5dcde95febcf365_145)] | | | [removed: [66](#i418134b7afe84e228bb8d14d12bdc7e5_145)] [added: [67](#i3774c3a10e494790b5dcde95febcf365_145)] | | |

| [Item [removed: 16](#i418134b7afe84e228bb8d14d12bdc7e5_148)] [added: 16](#i3774c3a10e494790b5dcde95febcf365_148)] | | | [Form 10-K [removed: Summary](#i418134b7afe84e228bb8d14d12bdc7e5_148)] [added: Summary](#i3774c3a10e494790b5dcde95febcf365_148)] | | | [removed: [66](#i418134b7afe84e228bb8d14d12bdc7e5_148)] [added: [67](#i3774c3a10e494790b5dcde95febcf365_148)] | | |

| [Financial Statements and Supplementary Data – Index to Consolidated Financial [removed: Statements](#i418134b7afe84e228bb8d14d12bdc7e5_151)] [added: Statements](#i3774c3a10e494790b5dcde95febcf365_151)] | | | | | | [removed: [F-1](#i418134b7afe84e228bb8d14d12bdc7e5_151)] [added: [F-1](#i3774c3a10e494790b5dcde95febcf365_151)] | | |

| [Exhibit [removed: Index](#i418134b7afe84e228bb8d14d12bdc7e5_253)] [added: Index](#i3774c3a10e494790b5dcde95febcf365_253)] | | | | | | | | |

| [removed: [Signatures](#i418134b7afe84e228bb8d14d12bdc7e5_256)] [added: [Signatures](#i3774c3a10e494790b5dcde95febcf365_256)] | | | | | | | | |

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®, Animana®, Catalyst Dx®, Catalyst One®, Coag Dx™, Colilert®, Colisure®, Cornerstone®, [removed: DVMAX®,] Enterolert®, ezyVet®, Feline Triple®, Filta-Max®, Filta-Max *xpress*®, IDEXX DecisionIQ™, IDEXX inVue Dx™, IDEXX I-Vision CR®, IDEXX I-Vision DR®, IDEXX I-Vision Mobile™, IDEXX Neo®, IDEXX-PACS™, IDEXX SDMA®, IDEXX VetAutoread™, IDEXX VetLab®, IDEXX VetLab® UA™, [added: IDEXX VetMedStat®,] LaserCyte®, LaserCyte® Dx, OPTI®, Pet Health Network®, Petly® Plans, ProCyte Dx®, Pseudalert®, Quanti-Tray®, rVetLink®, SediVue Dx®, SNAP®, SNAPduo®, SNAP Pro®, SNAPshot Dx®, TECTA®, VetConnect®, VetLINK®, VetLyte®, Vet Radar®, VetStat®, and VetTest®.

This Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] 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 and inflation on our business performance; [added: tariffs;] the projected effect of patent and license expirations; the projected impact of foreign currency exchange rates and hedging activities; 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; future commercial and operational efforts; future incorporation of artificial intelligence into our products, services and business processes; future product launches; projected cost and completion of capital investments; and competition.

| [Item 1C](#i3774c3a10e494790b5dcde95febcf365_28) | | | [Cybersecurity](#i3774c3a10e494790b5dcde95febcf365_28) | | | [33](#i3774c3a10e494790b5dcde95febcf365_28) | | |

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

| Instrument rebate programs | | | | | | Our customer instrument rebate programs, previously referred to as IDEXX Instrument Marketing Programs, which require an instrument purchase and provide customers the opportunity to earn future rebates based on the volume of products and services they purchase over the term of the program. | | |

| OCI | | | | | | Other comprehensive income or loss | | |

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

Our cybersecurity risk management program includes processes that incorporate and utilize certain principles from the National Institute of Standards and Technology [removed: (“NIST”)] Cybersecurity [removed: Framework, the COBIT 2019] Framework and the [removed: IT Infrastructure Library (“ITIL”)] [added: Center for Internet Security – Top 18 Critical Security Controls – Control Level] Framework.

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

- [removed: Performance] [added: Periodic performance] of cybersecurity tabletop exercises;

Risk Factors, General Risks, [removed: *We are increasingly dependent] [added: We depend] on the continuous and reliable operation [added: and security] of our information technology [removed: systems,] [added: systems] and [removed: a] [added: our products and services that incorporate or rely on information technology, and any] disruption [removed: of these systems] or significant [removed: security breaches] [added: cybersecurity breach or other incident] could adversely affect our [removed: business*.”][added: business.”]

Our cybersecurity risk management program and activities are led by [removed: our CISO,] [added: a dedicated CISO] who [removed: reports to Ken Grady,] [added: is also] our [removed: Senior] Vice President [removed: and CIO, and oversees a team] of [removed: information security professionals.][added: Information Technology.]

[removed: Mr. Grady, who] [added: Our CISO] joined IDEXX [removed: as our CIO] in [removed: 2014,] [added: 2024 and] has more than twenty years of [added: business and technical] experience leading information technology teams, including cybersecurity teams, at [added: high tech, marketing and] healthcare companies.

Our [added: CISO, in close collaboration with 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 [removed: CIO and] CISO [removed: are] [added: is] 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, [added: our] cybersecurity risk assessments, prioritization of initiatives, training plans and incident response plan, protocols and testing.

[removed: In December 2023, the Board delegated] [added: The Audit Committee has] responsibility for overseeing our cybersecurity risk [removed: management to the Audit Committee.][added: management.]

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

In addition, [removed: in accordance with] the Audit [removed: Committee’s charter, the Audit] Committee [removed: will throughout the year] regularly [removed: review] [added: reviews] and [removed: discuss] [added: discusses] 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 [removed: will provide] [added: provides] 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 [removed: participate from time to time,] [added: participate,] as warranted, in the Audit Committee’s sessions on cybersecurity risk management.

Our CISO reports to our Senior Vice President and CIO, and oversees a team of information security professionals within the Information Security Group.

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

Prior to December 2023, our entire Board oversaw cybersecurity risk management, and our CIO and CISO reviewed our cybersecurity risks and risk management program and activities with the Board at least annually.

The Board also received additional updates on changes in our cybersecurity risks and related risk management program and activities from time to time throughout the year, as warranted.

Management also shared, and will continue to share, the results of our annual enterprise risk assessment, which includes a review of cybersecurity risk, with our full Board.

| Wetherby, United Kingdom | | | Reference Lab | | | [removed: Lease] [added: Own] | | |

| Roswell, Georgia | | | [added: CAG and] OPTI Medical manufacturing | | | Lease | | |

| Markham, Ontario, Canada | | | Reference Lab | | | Lease | | |

| Elmhurst, Illinois | | | Reference Lab | | | Lease | | |

As of February [removed: 12, 2024,] [added: 18, 2025,] there were [removed: 362] [added: 313] holders of record of our common stock.

During the three months ended December 31, [removed: 2023,] [added: 2024,] we repurchased shares of common stock as described below:

(1)As of December 31, [removed: 2023,] [added: 2024,] our Board of Directors had approved the repurchase of up to [removed: 73] [added: 78] million shares of our common stock in the open market or in negotiated transactions pursuant to the Company’s share repurchase [removed: program.][added: program, which amount includes the approval of an additional 5 million shares on December 3, 2024.]

The [added: initial] program was approved and announced on August 13, 1999, and the maximum number of shares that may be purchased under the program has been increased by the Board of Directors on numerous occasions.

There is no specified expiration date for this repurchase [removed: program.][added: program and it may be suspended or discontinued at any time.]

There were no other repurchase programs outstanding during the three months ended December 31, [removed: 2023,] [added: 2024,] and no repurchase programs expired during the period.

(2)During the three months ended December 31, [removed: 2023,] [added: 2024,] we received [removed: 141] [added: 105] 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: 2023,] [added: 2024,] we repurchased approximately [removed: 0.2] [added: 1.74] 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: 2023,] [added: 2024,] included in this Annual Report on Form 10-K for further information.

This graph assumes the investment of $100 on December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] to [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 1, 2024 to October 31, 2024 | | | | | | 177,643 | | | | | | $ | 469.14 | | | | | 177,640 | | | | | | 6,519,346 | | |

| November 1, 2024 to November 30, 2024 | | | | | | 183,300 | | | | | | $ | 427.23 | | | | | 183,300 | | | | | | 6,336,046 | | |

| December 1, 2024 to December 31, 2024 | | | | | | 202,602 | | | | | | $ | 429.80 | | | | | 202,500 | | | | | | 6,133,546 | | |

| Total | | | | | | 563,545 | | | (2) | | | | | | | | | 563,440 | | | | | | 6,133,546 | | |

| IDEXX Laboratories, Inc. | | | | | | $100.00 | | | | | | $191.43 | | | | | | $252.16 | | | | | | $156.23 | | | | | | $212.56 | | | | | | $158.33 | | |

| NASDAQ Index | | | | | | $100.00 | | | | | | $144.92 | | | | | | $177.06 | | | | | | $119.45 | | | | | | $172.77 | | | | | | $223.87 | | |

| S&P 500 Index | | | | | | $100.00 | | | | | | $118.40 | | | | | | $152.39 | | | | | | $124.79 | | | | | | $157.59 | | | | | | $197.02 | | |

| S&P 500 Health Care Index | | | | | | $100.00 | | | | | | $113.45 | | | | | | $143.09 | | | | | | $140.29 | | | | | | $143.18 | | | | | | $146.87 | | |

| 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 | | |

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and [removed: reported,] [added: reported] within the time periods specified in the SEC's rules and forms.

Based on the evaluation of our disclosure controls and procedures [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] 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.

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 [added: Treadway Commission.]

Based on this evaluation, our management concluded that, [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Treadway Commission.

[removed: During] [added: Except as noted above, during] the three months ended December 31, [removed: 2023,] [added: 2024,] 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).

Jonathan W.

Ayers resigned as an independent director of the Company on November 8, 2024.

As previously reported, Mr. Ayers entered into a Rule 10b5-1 trading arrangement (the “plan”) on August 29, 2024.

Mr. Ayers terminated the plan effective November 25, 2024, and no trades were executed under the plan.

The information required by this Item with respect to Directors, executive officers, [added: and] 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 “Proposal One – Election of Directors,” “Executive Compensation – Executive Officers,” [added: “Executive Compensation - Equity Award Grant Policy,”] “Stock Ownership Information – Delinquent Section 16(a) Reports,” “Corporate Governance – Corporate Governance Guidelines and Code of Ethics,” and “Corporate Governance – Board Committees” in the Company’s definitive Proxy Statement with respect to its [removed: 2024] [added: 2025] 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

Insider Trading Arrangements and Policies

We have adopted an insider trading policy (the “Insider Trading Policy”) and related procedures, which govern the purchase, sale, and other dispositions of our securities by our directors, officers, employees, and other covered persons, as well as by IDEXX itself.

We believe that our Insider Trading Policy and related procedures are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the Nasdaq Stock Market listing standards applicable to us.

The Insider Trading Policy prohibits our directors, officers, employees, and other covered persons from trading in our securities while in possession of material non-public information about us.

This Policy also generally prohibits disclosure of material non-public information about us to others, with some limited exceptions.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed with this Annual Report on Form 10-K as Exhibit 19.1.

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 – Non-Employee Director Compensation,” “Corporate Governance – [removed: 2023] [added: 2024] Non-Employee Director Compensation 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: 2024] [added: 2025] 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 “Executive Compensation – Equity Compensation Plan Information” in the Company’s definitive Proxy Statement with respect to its [removed: 2024] [added: 2025] 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 section entitled “Stock Ownership Information” in the Company’s definitive Proxy Statement with respect to its [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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 “Audit Committee Matters – Independent Auditors’ Fees” and “Audit Committee Matters – Independent Auditor Fee Approval Policy” in the Company’s definitive Proxy Statement with respect to its [removed: 2024] [added: 2025] 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

| [Report of Independent Registered Public Accounting Firm - PCAOB ID [removed: No.](#i418134b7afe84e228bb8d14d12bdc7e5_154) [](#i418134b7afe84e228bb8d14d12bdc7e5_154)238] [added: No.](#i3774c3a10e494790b5dcde95febcf365_154) [](#i3774c3a10e494790b5dcde95febcf365_154)238] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_154)[2](#i418134b7afe84e228bb8d14d12bdc7e5_154)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_154)[2](#i3774c3a10e494790b5dcde95febcf365_154)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i418134b7afe84e228bb8d14d12bdc7e5_157)] [added: 2023](#i3774c3a10e494790b5dcde95febcf365_157)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_157)[4](#i418134b7afe84e228bb8d14d12bdc7e5_157)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_157)[4](#i3774c3a10e494790b5dcde95febcf365_157)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_160)] [added: 2022](#i3774c3a10e494790b5dcde95febcf365_160)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_160)[5](#i418134b7afe84e228bb8d14d12bdc7e5_160)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_160)[5](#i3774c3a10e494790b5dcde95febcf365_160)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_163)] [added: 2022](#i3774c3a10e494790b5dcde95febcf365_163)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_163)[6](#i418134b7afe84e228bb8d14d12bdc7e5_163)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_163)[6](#i3774c3a10e494790b5dcde95febcf365_163)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_166)] [added: 2022](#i3774c3a10e494790b5dcde95febcf365_166)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_166)[7](#i418134b7afe84e228bb8d14d12bdc7e5_166)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_166)[7](#i3774c3a10e494790b5dcde95febcf365_166)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i418134b7afe84e228bb8d14d12bdc7e5_169)] [added: 2022](#i3774c3a10e494790b5dcde95febcf365_169)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_169)[8](#i418134b7afe84e228bb8d14d12bdc7e5_169)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_169)[8](#i3774c3a10e494790b5dcde95febcf365_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i418134b7afe84e228bb8d14d12bdc7e5_172)] [added: Statements](#i3774c3a10e494790b5dcde95febcf365_172)] | | | [removed: [F-](#i418134b7afe84e228bb8d14d12bdc7e5_172)[9](#i418134b7afe84e228bb8d14d12bdc7e5_172)] [added: [F-](#i3774c3a10e494790b5dcde95febcf365_172)[9](#i3774c3a10e494790b5dcde95febcf365_172)] | | |

We have audited the accompanying consolidated balance sheets of IDEXX Laboratories, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Note 3 to the consolidated financial statements, the Company recognized product and service revenue of [removed: $3.7] [added: $3.9] billion for the year ended December 31, [removed: 2023,] [added: 2024,] of which a majority relates to certain product and service revenue.

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) [removed: confirming] [added: for] a sample of outstanding customer invoice balances as of December 31, [removed: 2023 and, for confirmations not returned,] [added: 2024,] 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.

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents [added: at beginning of period] | | | [removed: $] | [added: | |] 453,932 | | | | | [removed: $] | 112,546 | | [added: | | | | 144,454 | | |]

| Accounts receivable, net of allowance of [removed: $9,501] [added: $12,585] in [removed: 2023] [added: 2024] and [removed: $8,265] [added: $9,501] in [removed: 2022] [added: 2023] | | | [removed: 457,445] [added: 473,575] | | | | | | [removed: 400,619] [added: 457,445] | | |

| Inventories | | | [removed: 380,282] [added: 381,877] | | | | | | [removed: 367,823] [added: 380,282] | | |

| Other current assets | | | [removed: 203,595] [added: 256,179] | | | | | | [removed: 220,489] [added: 203,595] | | |

| Total current assets | | | [removed: 1,495,254] [added: 1,399,897] | | | | | | [removed: 1,101,477] [added: 1,495,254] | | |

| Property and equipment, net | | | [removed: 702,177] [added: 713,123] | | | | | | [removed: 649,474] [added: 702,177] | | |

| Operating lease right-of-use assets | | | [removed: 115,499] [added: 116,129] | | | | | | [removed: 118,618] [added: 115,499] | | |

| Goodwill | | | [removed: 365,961] [added: 405,100] | | | | | | [removed: 361,795] [added: 365,961] | | |

| Intangible assets, net | | | [removed: 84,500] [added: 111,676] | | | | | | [removed: 97,672] [added: 84,500] | | |

| Other long-term assets | | | [removed: 496,534] [added: 547,518] | | | | | | [removed: 417,729] [added: 496,534] | | |

| Total long-term assets | | | [removed: 1,764,671] [added: 1,893,546] | | | | | | [removed: 1,645,288] [added: 1,764,671] | | |

| TOTAL ASSETS | | | $ | [removed: 3,259,925] [added: 3,293,443] | | | | | $ | [removed: 2,746,765] [added: 3,259,925] | |

| Accounts payable | | | $ | [removed: 110,643] [added: 114,211] | | | | | $ | [removed: 110,221] [added: 110,643] | |

| Accrued liabilities | | | [removed: 478,712] [added: 502,119] | | | | | | [removed: 433,662] [added: 478,712] | | |

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

| Current portion of long-term debt | | | [removed: 74,997] [added: 167,787] | | | | | | [removed: 74,982] [added: 74,997] | | |

| Current portion of deferred revenue | | | [removed: 37,195] [added: 33,799] | | | | | | [removed: 37,938] [added: 37,195] | | |

| Total current liabilities | | | [removed: 951,547] [added: 1,067,916] | | | | | | [removed: 1,235,803] [added: 951,547] | | |

| Deferred income tax liabilities | | | [removed: 7,235] [added: 11,312] | | | | | | [removed: 8,150] [added: 7,235] | | |

| Long-term debt, net of current portion | | | [removed: 622,883] [added: 449,786] | | | | | | [removed: 694,387] [added: 622,883] | | |

| Long-term deferred revenue, net of current portion | | | [removed: 28,533] [added: 26,939] | | | | | | [removed: 30,862] [added: 28,533] | | |

| Long-term operating lease [removed: liabilities] [added: liabilities, net of current portion] | | | [removed: 99,671] [added: 97,836] | | | | | | [removed: 101,239] [added: 99,671] | | |

| Other long-term liabilities | | | [removed: 65,526] [added: 44,341] | | | | | | [removed: 67,587] [added: 65,526] | | |

| Total long-term liabilities | | | [removed: 823,848] [added: 630,214] | | | | | | [removed: 902,225] [added: 823,848] | | |

| Total liabilities | | | [removed: 1,775,395] [added: 1,698,130] | | | | | | [removed: 2,138,028] [added: 1,775,395] | | |

| Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: [removed: 107,506] [added: 107,836] shares in [removed: 2023] [added: 2024] and [removed: 107,193] [added: 107,506] shares in [removed: 2022;] [added: 2023;] Outstanding: [removed: 83,032] [added: 81,604] shares in [removed: 2023] [added: 2024] and [removed: 82,894] [added: 83,032] shares in [removed: 2022] [added: 2023] | | | [removed: 10,751] [added: 10,784] | | | | | | [removed: 10,719] [added: 10,751] | | |

February 21, 2025

| Cash and cash equivalents | | | $ | 288,266 | | | | | $ | 453,932 | |

| Total operating expenses | | | | | | 1,250,590 | | | | | | 1,092,842 | | | | | | 1,105,573 | | |

| Reclassification adjustment from investments included in net income, net of tax of $51 in 2024, $— in 2023, and $— in 2022 | | | | | | 163 | | | | | | — | | | | | | — | | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 887,867 | | | | | | — | | | | | | — | | | | | | 887,867 | | |

| Balance as of December 31, 2024 | | | 107,836 | | | | | | $ | 10,784 | | | | | $ | 1,673,863 | | | | | $ | 5,885 | | | | | $ | 5,332,438 | | | | | $ | (93,645) | | | | | $ | (5,334,012) | | | | | $ | 1,595,313 | |

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

greater than 10% of our consolidated revenues during the year ended December 31, 2024.

We adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” as of December 31, 2024.

ASU 2023-07 is intended to improve reportable segment disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”, to provide disaggregated disclosures of specific expense categories underlying all relevant income statement expense line items on an annual and interim basis.

The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively.

The effective date for the standard is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

We offer a variety of veterinary software and diagnostic imaging SaaS subscriptions.

Impairments and revenue adjustments that relate to performance obligations satisfied in prior periods, including cumulative catch-up adjustments to revenue arising from contract modifications, during the years ended December 31, 2024, and 2023, were not material.

purchase commitments.

2024.

During 2024, we made a $10.0 million payment for a perpetual intellectual property license, which is amortized over 10 years, and included in our CAG segment.

The fair values and the lives of the assets and liabilities acquired are as follows: completed technology of $17.1 million, with a life of 6 years; customer relationship intangibles of $12.5 million, with a life of 10 years; a non-compete agreement of $4.7 million, with a life of 5 years; and a trademark of $0.7 million, with a life of 10 years.

We also recognized goodwill of $45.8 million, which represents synergies with our software business, and $0.3 million of net tangible assets, including accounts receivable.

PBRSUs and certain other awards are expensed on a straight-line basis over the three-year performance and service period as the awards cliff vest at the end of the three-year period.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Granted | | | | | | 111 | | | | | | $ | 555.48 | | | | | | | | | | | | | |

| Exercised | | | | | | (234) | | | | | | $ | 123.81 | | | | | | | | | | | | | |

| Expired | | | | | | (1) | | | | | | $ | 529.31 | | | | | | | | | | | | | |

| Outstanding as of December 31, 2024 | | | | | | 1,461 | | | | | | $ | 291.25 | | | | | 4.5 | | | | | | $ | 232,648 | |

| Fully vested as of December 31, 2024 | | | | | | 1,169 | | | | | | $ | 232.12 | | | | | 3.6 | | | | | | $ | 232,615 | |

| Fully vested and expected to vest as of December 31, 2024 (1) | | | | | | 1,449 | | | | | | $ | 289.38 | | | | | 4.4 | | | | | | $ | 232,647 | |

| Vested | | | | | | (60) | | | | | | $ | 406.32 | |

| Forfeited | | | | | | (8) | | | | | | $ | 522.53 | |

| Nonvested as of December 31, 2024 | | | | | | 130 | | | | | | $ | 519.38 | |

| Expected to vest as of December 31, 2024 (1) | | | | | | 123 | | | | | | $ | 518.59 | |

The aggregate intrinsic value of nonvested RSUs was $50.8 million, which is equal to the fair value of IDEXX’s common stock as of December 31, 2024, multiplied by the number of nonvested units expected to vest.

Performance-Based Restricted Stock Units

On February 14, 2024, certain executives were granted performance-based restricted stock units (PBRSUs) that will cliff vest three years from the date of grant.

Vesting as it relates to PBRSUs issued is conditional upon continuous service, unless the employee retires under the retirement provision.

February 22, 2024

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

| Less: Net (loss) attributable to noncontrolling interest | | | | | | — | | | | | | — | | | | | | (1) | | |

| Less: comprehensive income attributable to noncontrolling interest | | | | | | — | | | | | | — | | | | | | (1) | | |

| Comprehensive income attributable to IDEXX Laboratories, Inc. | | | | | | $ | 851,632 | | | | | $ | 654,777 | | | | | $ | 744,976 | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance December 31, 2020 | | | 106,457 | | | | | | $ | 10,646 | | | | | $ | 1,294,849 | | | | | $ | 4,503 | | | | | $ | 2,175,595 | | | | | $ | (53,615) | | | | | $ | (2,799,890) | | | | | $ | 707 | | | | | $ | 632,795 | |

| Acquisition of noncontrolling interest (Note 4) | | | — | | | | | | — | | | | | | (284) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (706) | | | | | | (990) | | |

| Deferred stock units activity | | | — | | | | | | — | | | | | | (1,035) | | | | | | 1,035 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

| Deferred stock units activity | | | — | | | | | | — | | | | | | (459) | | | | | | 459 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

| Deferred stock units activity | | | — | | | | | | — | | | | | | (345) | | | | | | 345 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Purchase of minority interest | | | | | | — | | | | | | — | | | | | | (990) | | |

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

year ended December 31, 2023.

Effective January 1, 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around goodwill recognized for tax purposes and the allocation of current and deferred tax expense among legal entities, among other minor changes.

In July 2021, the FASB issued ASU 2021-05, “Leases (Topic 842); Lessors - Certain Leases with Variable Lease Payments.” ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if another lease classification (i.e., sales-type or direct financing) would result in recognition of a day-one loss.

We elected to adopt this standard as of the third quarter of 2021, on a prospective basis.

The adoption of ASU 2021-05 did not have a material impact on our consolidated financial statements.

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 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 offer a variety of veterinary software and diagnostic imaging SaaS subscriptions including ezyVet, Animana, Neo, Pet Health Network Pro, Petly Plans, Web PACS, rVetLink, SmartFlow, and Vet Radar.

purchase annual minimum amounts of products and services, or, to a lesser extent, are sometimes offered without future purchase commitments.

During the year ended December 31, 2023, we transferred

Goodwill related to this acquisition is expected to be deductible for tax purposes.

Pro forma information has not been presented for this acquisition because such information is not material to the financial statements.

During the fourth quarter of 2021, we acquired the shares of a reference laboratory located in Finland for approximately $13.4 million in cash, including a holdback of approximately $1.4 million, which was paid in the first quarter of 2023.

This acquisition expands our international reference laboratory presence and was accounted for as a business combination.

The fair values of the assets acquired consist of customer relationship intangibles of approximately $7.4 million, with a life of 10 years; a non-compete agreement of approximately $0.8 million, with a life of 3 years; approximately $6.9 million of goodwill, representing synergies within our broader CAG portfolio; and approximately $1.7 million in net liabilities, including deferred taxes associated with the acquired intangible assets.

Goodwill related to this acquisition is not expected to be deductible for tax purposes.

The results of operations have been included in our CAG segment since the acquisition date.

During the third quarter of 2021, we acquired the assets of a teleradiology business for approximately $5.4 million, including a contingent payment of $0.3 million.

This acquisition expands our current teleradiology capability.

The acquired assets primarily consist of a customer relationship intangible of approximately $1.7 million, with a weighted average life of 10 years, and approximately $3.7 million in goodwill.

During the second quarter of 2021, we acquired the assets of the ezyVet cloud-based veterinary software businesses and the shares of ezyVet US, Inc., as well as the Vet Radar business assets, for approximately $157.2 million, including an estimated contingent payment of $5.0 million.

The acquired assets include the ezyVet cloud-native practice management system software and the Vet Radar cloud-based workflow management software.

The acquisition expands our cloud-based software offerings to support our customers with technology solutions that raise the standards of care for patients and improve practice efficiency.

The fair values of assets acquired were as follow: approximately $32.0 million in a customer-related intangible with a weighted average life of 10 years; approximately $8.4 million in technology-related intangibles with a weighted average life of 6 years; approximately $2.4 million in trademarks with a weighted average life of 14 years; approximately $1.8 million in non-compete agreements with a weighted average life of 5 years; approximately $109.4 million in goodwill, representing synergies within our broader CAG portfolio; and approximately $3.2 million in net tangible assets.