IDEXX Laboratories (IDXX) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A108 rewritten23 added27 removed221 unchanged
All filing items1,253 rewritten449 added423 removed2,113 unchanged
Summary
counted, not written
- Item 1A lists 23 risk factor headings: 1 new, 3 reworded and 19 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 449 added, 423 removed, 1,253 rewritten and 2,113 unchanged across 17 items that differ.
New Item 1A headings (1)
- Issues in our use of AI may result in reputational harm or liability and adversely affect our businessAI
Removed Item 1A headings (1)
- Issues in the use of AI in our product offerings may result in reputational harm or liability
Reworded Item 1A headings (3)
[removed: Because our][added: Our] business lines are highly[removed: attractive, they are also][added: attractive and] highly competitive. Our failure to successfully execute certain strategies[removed: within][added: in] this competitive environment could have a material negative impact on our future growth and profitability- Our operations and reputation may be impaired if we, our products, or our services do not comply with our global privacy policy or evolving
[removed: laws][added: laws, regulations,] and[removed: regulations][added: industry standards] regarding data privacy and protection - The market price of our common stock may be
[removed: highly]volatile, and you may not be able to resell your shares at or above the price you paid
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
108 rewritten, 23 added, 27 removed, 221 unchanged
[removed: Because our] [added: Our] business lines are highly [removed: attractive, they are also] [added: attractive and] highly competitive.
Our failure to successfully execute certain strategies [removed: within] [added: in] this competitive environment could have a material negative impact on our future growth and profitability
The companion animal healthcare industry is highly competitive, and we anticipate increasing [removed: levels of] competition from both existing competitors and new sector entrants given our performance and the industry’s strong growth and returns.
[removed: Our ability to maintain] [added: Maintaining] or [removed: enhance] [added: enhancing] our growth rates and [removed: our] profitability depends on [removed: our] successful execution of many elements of our strategy, including:
- Developing, manufacturing, and marketing innovative new or improved and cost competitive [removed: in-clinic] [added: point-of-care] laboratory analyzers that drive sales of IDEXX VetLab instruments, grow our installed base of instruments, and increase demand for related recurring sales of consumable products, services, and accessories;
- Developing and introducing new or improved innovative diagnostic tests and services for both our reference laboratories and [removed: in-clinic] [added: point-of-care] applications that provide valuable medical information to our customers and effectively differentiate our products and services from those of our competitors;
- Developing and introducing new or improved innovative, data-insightful software solutions that enable our veterinary customers to improve practice management and efficiency, staff productivity, and client [added: engagement and] communications and that increase the value to our [removed: veterinary] customers of our other companion animal products and services by enhancing the integration of the information and transactions of these products and services and supporting the interpretation and management of diagnostic information derived from these products and services;
- Providing our veterinary customers with the medical and business tools, information, and resources that enable them to grow their practices and increase utilization of our diagnostic products and [removed: services,] [added: services] through increased pet [removed: visits, use of] [added: visits and] preventive care [removed: protocols,] [added: protocol use,] enhanced practice of real-time care, and improved practice efficiency;
- Achieving cost improvements in our worldwide [removed: network of] reference [removed: laboratories] [added: laboratory network] by implementing global best practices, including lean processing techniques, [removed: incorporating] technological [removed: enhancements, including laboratory] [added: enhancements (e.g.,] automation and a global laboratory information management [removed: system, employing] [added: system),] purchasing strategies [removed: to] [added: that] maximize leverage [removed: of] [added: from] our global scale, increasing the leverage of existing [removed: infrastructure] [added: infrastructure,] and consolidating testing in high volume laboratory hubs;
- Achieving cost improvements in the manufacture and service of our [removed: in-clinic] [added: point-of-care] laboratory analyzers by employing the benefits of economies of scale in both negotiating supply contracts and leveraging manufacturing overhead, and by improving reliability of our instruments;
- Continuing to expand, develop, and advance the [added: effectiveness and] productivity of our companion animal diagnostic sales, marketing, customer support, and logistics organizations in the U.S. and international regions in support of, among other things, our all-direct sales [removed: strategies;][added: strategies and best-in-class customer experience goals;]
- Strengthening our sales and marketing activities to [removed: continue to grow our profitability] [added: reach customers and expand diagnostic and software use] both in and outside the U.S.;
- Identifying, completing, and integrating acquisitions that enhance our existing businesses, create new businesses for [removed: us] [added: us,] or expand the geographic areas in which we do business;
- Continuing to [added: responsibly] incorporate AI, machine learning, and automation into our products and services and associated business processes, such as customer support and software development;
Actions taken by third-party suppliers in operating their business, as well as any disruptions to their business operations (or their suppliers' business operations), could disrupt our supply chain or operations and materially negatively impact our ability to supply the [removed: market,] [added: market or deliver our cloud-based software solutions,] substantially decrease sales, lead to higher costs, and damage our reputation with our customers.
We seek to mitigate sole and single-source [removed: suppliers] [added: supplier] risks on a risk-prioritized basis and in a variety of ways, including, when possible, by identifying and qualifying alternative suppliers, developing applicable in-house manufacturing capabilities and expertise, [removed: and] entering into escrow arrangements for manufacturing information for certain single or sole-sourced [removed: products.][added: products, and strategically maintaining safety stock.]
[removed: In addition, under] some contracts with suppliers we have minimum purchase obligations, and our failure to satisfy those obligations may result in loss of some or all of our rights under these contracts or require us to compensate the supplier.
[added: If we are unable to obtain] adequate quantities of products, components, or raw materials in the future from sole and single-source 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.
Issues in [removed: the] [added: our] use of AI [removed: in our product offerings] may result in reputational harm or [removed: liability][added: liability and adversely affect our business]
We envision a future in which responsible AI operating in our devices, applications, and the [removed: cloud,] [added: cloud] helps our customers be more productive in their business activities and interactions with [removed: consumers.][added: consumers, and we effectively use AI in our operations to improve innovation, efficiency, and customer experience and value.]
As with many disruptive innovations, AI presents risks and [removed: challenges that could affect its adoption, and therefore our business.][added: challenges.]
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 [added: and compliance] in this area, and [removed: failure to properly remediate AI usage issues may cause public confidence in AI] [added: there is uncertainty around the validity and enforceability of intellectual property rights related] to [removed: be undermined, which could slow adoption] [added: the use, development, and deployment] of [removed: AI in our offerings.][added: AI.]
The rapid evolution of AI [added: combined with the evolving and unharmonized legal and regulatory landscape] will require the application of resources to develop, test, and maintain our products and services to help ensure that AI is implemented in a manner to minimize unintended, harmful impact and to comply with applicable law.
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 [removed: products, as well as the manufacture and sale of our OPTI line of human point-of-care electrolytes and blood gas analyzers,] [added: products] 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.
If a prolonged government shutdown or other disruption of normal business operations occurs, it could significantly impact the ability of the USDA, FDA, [removed: EPA] [added: 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 [added: 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.]
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, [removed: USDA] [added: USDA,] or EPA, as well as products that are used for public health, or for environmental or water quality testing.
In addition, federal and state governments and agencies are in various stages of considering and/or implementing laws and regulations requiring the reporting, [removed: restriction] [added: restriction,] and/or phase-out of PFAS in products.
[removed: There can also be no] assurance that confidential, proprietary information provided to foreign regulatory agencies may not be accessed by unauthorized persons or otherwise stolen, which could negatively impact our ability to protect our proprietary rights in our innovative products and our future success.
There has been a recent focus in the U.S. on laws and regulations related to [removed: artificial intelligence,] [added: AI,] which cover, among other things, algorithm accountability, privacy, and transparency.
For example, use of [removed: artificial intelligence] [added: AI] and machine learning may be subject to laws and evolving regulations regarding, among other things, data bias and anti-discrimination.
In August 2024, the European Union Artificial Intelligence Act, which establishes requirements for the provision and use of products that leverage [removed: artificial intelligence,] [added: AI,] machine learning, and similar technologies was [removed: enacted.][added: enacted and will become fully effective in August 2026, with some provisions effective February 2025.]
Additionally, other countries have proposed legal frameworks to regulate [removed: artificial intelligence,] [added: AI,] which is a trend that may continue to [removed: increase.][added: increase, and Japan enacted AI-related legislation in May 2025.]
As a result, we invest substantial funds and efforts into [removed: R&D,] [added: research and development,] investigating new products and technologies being developed by third parties, and obtaining certain such new products and technologies through licenses or acquisitions.
There can be no assurance that our [removed: R&D,] [added: research and development,] licensing, or acquisition efforts will achieve expected results, when or whether any of our products or services now under development will be launched, or whether we may be able to develop, license or otherwise acquire new products or technologies or successfully incorporate AI capabilities into our products, services or associated business processes.
We rely on a combination of patent, [removed: trade secret,] trademark, [added: copyright,] and [removed: copyright] [added: trade secret] laws to protect our proprietary rights.
If we do not have adequate protection of our proprietary rights or are unable to license third-party patents and technologies on reasonable terms, our business may be [added: restricted or] adversely affected by competitors who utilize substantially equivalent technologies to compete with us.
We cannot ensure that we will [removed: win] [added: be successful in] a patent litigation [removed: case] or [added: be able to] negotiate an acceptable resolution of such a case.
If [removed: we lose,] [added: unsuccessful,] we may be prohibited from selling certain products or services and/or we may be required to pay damages and/or ongoing royalties as a result of the lawsuit.
We face intense competition, and we expect that [removed: future] competition will [removed: become even more intense] [added: further intensify] as new products, services and technologies become available, the use of AI and machine learning expands, and new competitors enter the space.
The disclosures below reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.
In addition, under
We also use and are investing in AI tools for our internal business operations, including to generate code, develop products and services, and increase operational efficiency.
Our competitors may incorporate AI into their products, services, and operations more quickly, more successfully and more cost-effectively than us, which could impede our ability to compete.
Our use of AI may also lead to novel cybersecurity or privacy risks, which may adversely affect our operations and reputation.
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.
Although we continue to invest in AI, those investments may be substantial, and there can be no assurance that our investments will be beneficial to our business.
Further, while we strive to develop and use AI responsibly and in compliance with law, including through implementing strong governance processes, there can be no assurance that we will address all AI-related issues that may arise.
The failure to address such issues could damage our reputation, give rise to legal and/or regulatory action, or otherwise adversely affect our business.
Other countries have proposed similar regulations, including Australia, Canada, and Brazil.
There can also be no
AI-related legislation has also been introduced in a number of U.S. state legislatures and enacted in some states, such as California and Colorado, but the current U.S. administration issued an executive order in December 2025 to establish a federal policy aimed at curbing the proliferation of state-level AI-related legislation.
which could have a negative impact on our profitability and results of operations.
The growth of our CAG business relies in part on a stable pet population and evolving testing patterns of increasing frequency and depth of diagnostic testing.
Significant reductions to the pet population or to veterinary protocols that reduce the frequency of diagnostic testing, due to macroeconomic conditions or other reasons, could have an adverse effect on our results of operations.
These information systems and networks are susceptible to damage, disruption, or shutdown from multiple factors, including failures during the process of upgrading or replacing software, databases, or components; power outages; telecommunications or system failures; terrorist attacks; natural disasters; individual error or malfeasance; server or cloud provider breaches; computer viruses or cyber security attacks or other breaches or incidents.
In addition, the use of AI and other emerging technologies by threat actors is growing, enabling more sophisticated and effective cybersecurity attacks and phishing and social engineering schemes and further increasing attack volume and frequency.
We, our customers, and other users of our products and services also may not promptly learn of or have the ability to fully assess the magnitude or effects of a security vulnerability in connected IoT devices and networks, including the extent, if any, to which a vulnerability has been exploited.
practices.
Further, some of our customer contracts require us to comply with industry standards adopted by industry groups related to the storage, processing, and transmission of individual cardholder data.
We also may be unable to satisfy all stakeholders in light of their varied and sometimes contradictory views and expectations regarding environmental, social, and governance matters.
provider could be negatively impacted, and we may be exposed to government enforcement actions, private litigation, and increased scrutiny from investors, special interest groups, government regulators, and other stakeholders, any of which could adversely affect our business, results of operations, financial condition, reputation, or stock price.
If we are unable to obtain
Furthermore, over the last 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.
The outcomes of these litigations may impair our ability to provide our AI technologies.
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.
AI-related legislation has also been introduced in a number of U.S. state legislatures.
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.
As we continue to grow our business, expand our geographic scope, and develop and offer innovative, new products and services, we require an engaged, qualified workforce and the organizational talent necessary to ensure effective succession for our senior leadership and other key personnel.
Competition for experienced leaders and
Furthermore, a more competitive labor market has made it more difficult and costly to attract qualified labor, and prolonged shortages could adversely affect our ability to achieve our business objectives.
Although we maintain security 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.
In addition, security industry experts and government officials have warned about the risks of threat actors, such as hackers, nation state actors, and organized groups, targeting U.S. organizations, 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 attack volume and 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 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 offer IoT products and services, such as our connected devices (e.g., IDEXX VetLab instruments).
Any such attack or breach could compromise our networks and the information stored thereon could be accessed, publicly disclosed, lost, or stolen.
that had been previously remedied or from malicious code injected in a “supply chain” cyberattack.
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.
Additional examples include the China Personal Information Protection Law, the Brazilian General Data Protection Law, the South African Protection of Personal Information Act, the Amendments to the Japanese Act on the Protection of Personal Information, the New Zealand Privacy Act, the Australian Privacy and Other Legislation Amendment Bill and the India Digital Personal Data Protection Act.
effect on our business.
Specifically, many jurisdictions have committed to adopting the Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Global Minimum Tax.
Pillar Two is designed to ensure large multinational enterprises pay a minimum effective tax of at least 15% on income in each jurisdiction.
As of December 31, 2024, various countries have enacted aspects of Pillar Two while committing to enact additional aspects in future years.
While we do not expect these rules to have a material impact on our effective tax rate, we continue to monitor these initiatives on a global basis.
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
The recent rise in interest rates has increased our cost of borrowing.
An excerpt. Shown here: 40 of 108 rewritten, all 23 added and all 27 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
202 rewritten, 155 added, 165 removed, 276 unchanged
*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: 2022,] [added: 2023,] and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] is included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] within Item 7.
Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations, and is incorporated by reference herein.*][added: Operations.*]
We operate primarily through three business segments: diagnostic and information management-based products and services for the companion animal veterinary industry, which we refer to as the Companion Animal Group (“CAG”); water quality products (“Water”); and diagnostic products and services for livestock and poultry health and to [removed: ensure] [added: measure] the quality and safety of milk and improve producer efficiency, which we refer to as Livestock, Poultry and Dairy (“LPD”).
Segment Reporting” to the consolidated financial statements for the year ended December 31, [removed: 2024,] [added: 2025,] included in this Annual Report on Form 10-K, for financial information about our segments, including our product and service categories, and our geographic areas.
By doing so, we are able to build a mutually successful relationship with our [removed: veterinarian] [added: veterinary] customers based on healthy pets, loyal customers, staff efficiency, and expanding practice revenues.
We provide diagnostic capabilities that meet veterinarians’ diverse needs through a variety of modalities, including [removed: in-clinic] [added: point-of-care] diagnostic solutions and outside reference laboratory services.
Revenues related to capital placements of our [removed: in-clinic] [added: point-of-care] IDEXX VetLab suite of instruments and our SNAP Pro Analyzer are non-recurring in nature [removed: in that] [added: because] they are sold to a particular customer only once.
Revenues from the associated IDEXX VetLab consumables, SNAP rapid assay test kits, reference laboratory and consulting services, and extended maintenance agreements and accessories related to our IDEXX VetLab [removed: instruments,] [added: instruments] and our SNAP Pro Analyzer are recurring in nature, [removed: in that] [added: because] they are regularly purchased by our customers, typically as they perform diagnostic testing as part of ongoing veterinary care services.
*Diagnostic Capital Revenue.* Revenues related to the placement of the IDEXX VetLab suite of instruments are non-recurring in nature, [removed: in that] [added: because] 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 the installed base units of our premium diagnostic instruments as of the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]
| *(units in thousands)* | | | | | | Installed Base [removed: (1)] | | | | | | | | | | | | | | |
| Instrument | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |
| Premium Hematology | | | | | | [removed: 51.8] [added: 56] | | | | | | [removed: 47.8] [added: 52] | | | | | | [removed: 43.1] [added: 48] | | |
We [removed: continuously] [added: continually] seek opportunities to enhance the care that veterinary professionals give to their patients and clients through supporting the implementation of real-time care testing workflows, which [removed: is] [added: are] performing tests and sharing test results with the client at the time of the patient visit.
Our latest generation of chemistry, hematology, [removed: cytology,] [added: cytology/morphology,] and urinalysis instruments demonstrates this commitment by offering enhanced [removed: ease of use,] [added: ease-of-use,] faster time to results, broader test menu, and connectivity to various information technology platforms that enhance the value of the diagnostic information generated by the instruments.
For the year ended December 31, [removed: 2024,] [added: 2025,] recurring diagnostic revenue, which is both highly durable and profitable, accounted for approximately [removed: 80%] [added: 79%] of our consolidated revenue.
Our [removed: in-clinic] [added: point-of-care] diagnostic solutions, consisting of our IDEXX VetLab consumable products and SNAP rapid assay test kits, provide real-time reference [removed: lab] [added: laboratory] quality diagnostic results for a variety of companion animal diseases and health conditions.
To increase utilization, we seek to educate veterinarians about best medical practices that emphasize the importance of chemistry, hematology, [added: cytology/morphology,] and urinalysis testing for a variety of diagnostic purposes, as well as by introducing new testing capabilities that were previously not available to veterinarians.
Our [removed: in-clinic] [added: point-of-care] diagnostic solutions also include SNAP rapid assay tests that address important medical needs for particular diseases prevalent in the companion animal population.
We seek to differentiate these tests from those of other [removed: in-clinic] [added: point-of-care] test providers and reference laboratory diagnostic service providers based on critically important sensitivity and specificity, as demonstrated by peer-reviewed third-party research, as well as overall superior performance and [removed: ease of use] [added: ease-of-use] by providing our customers with combination tests that test a single sample for up to six diseases at once, including the ability to utilize our SNAP Pro Analyzer.
The prevalence of [removed: in-clinic] [added: point-of-care] testing, as opposed to outside reference laboratories such as IDEXX Reference Laboratories, may vary by region.
We attempt to differentiate our reference laboratory testing services from those of competitive reference laboratories and competitive [removed: in-clinic] [added: point-of-care] offerings primarily on the basis of a differentiated test menu, technology employed, quality, turnaround time, customer service, and tools such as VetConnect PLUS that demonstrate the complementary manner in which our laboratory services work with our [removed: in-clinic] [added: point-of-care] offerings.
Profitability in our [removed: lab] [added: laboratory] business is supported, in part, by our expanding business scale globally.
Acquired laboratories frequently operate less profitably than our existing [removed: laboratories] [added: laboratories,] and acquired laboratories may not achieve the profitability of our existing laboratory network for several years until we complete the implementation of operating improvements and efficiencies.
Recurring reference [removed: lab] [added: laboratory] revenue growth is achieved both through increased testing [removed: volumes] [added: volumes, including new test menu additions,] with existing customers and through the acquisition of new customers, net of customer losses.
We believe the increased number of customer visits by our sales professionals as a result of the growth in our field sales organization has led to increased reference laboratory opportunities with customers who already use one of our [removed: in-clinic] [added: point-of-care] diagnostic modalities.
Veterinary Software, [removed: Services] [added: Services,] and Diagnostic Imaging Systems.
IDEXX imaging software enables enhanced diagnostic [removed: features] [added: features, including AI-powered tools, reduced manual steps,] and [added: time savings on diagnosis, as well as] streamlined integration with our other products and services.
We also offer add-on subscription [removed: services] [added: services,] such as Pet Health Network Pro, Vello, Petly Plans, and credit card processing.
[removed: With our] [added: Our] SmartFlow and Vet Radar cloud [removed: technology, we are able] [added: technology help] to improve overall patient management through coordination and tracking of every step in a patient workflow.
Our Pet Health Network Pro and Vello software provide online client communication and engagement functionality integrated into [added: our] practice management system [removed: workflow.][added: workflows.]
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 [removed: for viewing, accessing, storing,] [added: using proprietary AI capabilities to enable optimal sharing, analysis,] and [removed: sharing multi-modality] [added: storage of] diagnostic images.
We differentiate our practice management systems through enhanced functionality, [removed: ease of use,] [added: ease-of-use,] and embedded integration with [removed: in-clinic] [added: point-of-care] IDEXX VetLab instruments and outside reference laboratory test results.
[added: We offer] 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 diagnostic imaging systems capture radiographic images in digital form, replacing traditional x-ray film and the film development [removed: process,] [added: processes,] which generally [removed: requires] [added: require] the use of hazardous chemicals and darkrooms.
We [added: currently] market and sell two diagnostic imaging systems primarily used in small animal veterinary applications: the IDEXX ImageVue DR50 and the IDEXX ImageVue DR30.
Our Alertys Ruminant Pregnancy Test, Rapid Visual Pregnancy [removed: Test] [added: Test,] and Alertys On-Farm Pregnancy Test for cattle can detect pregnancy 28 days after breeding.
In addition, increases in government funding may lead to increased demand for certain [removed: products] [added: products,] and budgetary constraints may lead to decreased demand for certain products.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, [removed: revenues] [added: revenues,] and expenses, and related disclosure of contingent assets and liabilities.
[removed: Summary of Significant Accounting Policies” to the consolidated financial statements included in this Annual Report] on Form 10-K for a description of the significant accounting policies used in preparation of these consolidated financial statements.
We also provide products and services that support veterinarians in engaging and communicating directly with pet owners.
| Catalyst | | | | | | 78 | | | | | | 74 | | | | | | 69 | | |
| SediVue Dx | | | | | | 24 | | | | | | 21 | | | | | | 18 | | |
| IDEXX inVue Dx | | | | | | 6 | | | | | | — | | | | | | — | | |
The IDEXX ImageVue DR50 Plus, which launched in North America in January 2026, combines high definition, AI-powered imaging with a lower dose of radiation compared to our current IDEXX ImageVue DR50 system.
Summary of Significant Accounting Policies” to the consolidated financial statements included in this Annual Report
The total transaction price of the contractual arrangement is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.
We apply judgment to estimate the transaction price that we expect to earn from multi-year customer contracts, including variable consideration such as certain customer rebates and other incentive payments, and price adjustments.
Our estimates are based on historical and projected experience with similar customer contracts, predicted future customer purchases, expected price adjustments and incentive utilization over the term of these arrangements, changing trends and market conditions, and other relevant factors.
Variable consideration is included in the estimated transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Although the timing of revenue recognition for these customer arrangements is dependent on estimates and assumptions, historically our adjustments to actual results have not been material.
Changes to assumptions used to estimate transaction prices and differences between estimated and actual customer purchases are not reasonably likely to have a material effect on revenue recognized in any annual period or on revenue growth trends.
We determine standalone selling prices in order to allocate the expected consideration from a customer contract to the individual performance obligations.
We estimate the standalone selling prices for customers’ rights to earn rebates on optional future purchases that are determined to be material rights, which represent the expected value to the customers, based on our historical rebate experience, the contractual rebate structure and terms, and other relevant information.
Changes in standalone selling prices would affect the allocation of customer consideration amongst performance obligations, but would not affect the total revenue recognized over a contract term.
Changes to assumptions used to determine standalone selling prices are not reasonably likely to have a material effect on revenue recognized in any annual period or on revenue growth trends.
We are subject to income taxes in the United States and numerous foreign jurisdictions.
Significant estimates and judgments are required to determine our worldwide income tax provision, deferred tax assets and liabilities, and any valuation allowances recorded against net deferred tax assets.
Substantial changes to our estimates could result in increases or decreases in our income tax provision in the period in which we make the changes, which could have a material impact on our effective tax rate and net income.
Significant judgment is required to evaluate the need for a valuation allowance against deferred tax assets.
For those jurisdictions where tax carryforwards are
We apply judgment to assess the recoverability of future tax deductions and credits by estimating future expected taxable income and considering prudent and feasible tax planning strategies available in the relevant jurisdiction.
Our realizability assessments are made at a given balance sheet date and are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if we take operational or tax planning actions that could impact the future taxable earnings of a subsidiary.
If our judgment as to realizability changes, the effects of the change would be recognized in the period in which the change occurs.
The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations and the potential for future adjustment of our uncertain tax positions by government tax authorities in various jurisdictions.
Our financial results have been, and will continue to be, impacted by certain significant trends, including those which are described below.
While these trends are important to understanding and evaluating our financial results, this discussion should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K, and the other transactions, events, and trends discussed in “Part I, Item 1A.
Risk Factors” included in this Annual Report on Form 10-K.
Our future
Changes in Tariff and Trade Policies.
We manufacture many of our companion animal and water quality products, as well as certain of our LPD testing products, in the United States.
We rely on third-party suppliers located in the United States and other regions (such as Europe and Asia Pacific) for certain components, raw materials, and consumables used in or with our products.
In addition, as a global business, our products and services are sold in more than 175 countries.
For the year ended December 31, 2025, approximately 36% of our overall revenues were attributable to sales of products and services to customers outside the United States.
Accordingly, changes in tariff and trade policies may adversely affect our business, financial condition, and operating results.
We aim to optimize operations and inventory management to help reduce the potential impact from changes in tariff and trade policies.
However, imposed tariffs (including retaliatory tariffs) and our optimization activities may cause our cost of goods to increase, our profit margins to decrease, or our products to become less competitive or less available in the applicable region.
We continue to monitor the dynamic trade environment and evaluate the potential impacts of changes in tariffs and trade policies, but there can be no assurance that any of our optimization activities will be successful in offsetting some portion of these costs or otherwise reducing the impact on our business, financial condition, and operating results.
identifiable asset or group of similar identifiable assets.
Segment Income from Operations.
Our Other operating segment combines and presents our human medical diagnostic products and services business (“OPTI Medical”) with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments.
| Catalyst | | | | | | 74.1 | | | | | | 69.1 | | | | | | 63.1 | | |
| SediVue | | | | | | 21.3 | | | | | | 18.1 | | | | | | 15.6 | | |
(1) IDEXX InVue Dx was launched in the fourth quarter of 2024, with ten instrument placements.
We offer
Other
OPTI Medical.
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 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 service, and instrument reliability.
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.
Previously, we also provided human testing solutions for the detection of SARS-CoV-2, the virus that causes COVID-19.
During the first quarter of 2023, we discontinued actively marketing our COVID-19 testing products and services.
Our facility in Roswell, Georgia, develops and manufactures the OPTI product lines using the same or similar technology to support the electrolyte requirements of certain CAG products.
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.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment.
To the extent the transaction price includes variable consideration, such as volume rebates or expected price adjustments, we apply judgment in constraining the estimated variable consideration due to factors that may cause reversal of revenue recognized.
We evaluate constraints based on our historical and projected experience with similar customer contracts.
Our customer commitment arrangements that include free or discounted instruments and systems, such as our IDEXX 360 program, provide customers with free or discounted instruments or systems upon entering into multi-year arrangements to purchase annual minimum amounts of products and services.
We allocate total consideration, including future committed purchases and expected price adjustments, based on relative standalone selling prices, to identified performance obligations and recognize instrument revenue and cost at the time of installation and customer acceptance in advance of billing the customer, which is also when the customer obtains control of the instrument based on legal title transfer.
Our right to future consideration related to instrument revenue is recorded as a contract asset within other current and long-term assets.
The contract asset is transferred to accounts receivable when customers are billed for products and services over the term of the arrangement.
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.
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 and services.
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 within other current and long-term assets, which are subsequently recognized as a reduction to revenue over the term of the customer arrangement.
If these up-front incentives are subsequently utilized to purchase instruments, we allocate total consideration, including future committed purchases less up-front incentives and estimates of expected price adjustments, based on relative standalone selling prices, to identified performance obligations and recognize instrument revenue and cost at the time of installation and customer acceptance.
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 $1.1 million as of December 31, 2024.
Our rebate arrangements provide customers the opportunity to earn future rebates based on the volume of products and services they purchase over the term of the arrangement.
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 arrangement.
Total consideration allocated to identified performance obligations is limited to goods and services that the customer is presently obligated to purchase and does not include estimates of future purchases that are optional.
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 services.
We estimate, based on historical experience, and apply judgment to predict the amounts of future customer rebates related to these multi-year arrangements.
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 $0.3 million as of December 31, 2024.
Future market conditions and changes in product offerings may cause us to change marketing strategies to increase or decrease customer incentive offerings, possibly resulting in incremental reductions of revenue in future periods compared to reductions in the current or prior periods.
Additionally, certain customer arrangements require us to estimate, based on historical experience, and apply judgment to predict the amounts of future customer purchases, customer rebates and other incentive payments, and price adjustments related to multi-year arrangements.
Differences between estimated and actual customer purchases may impact the timing and amount of revenue recognition as described above.
The provision for income taxes is determined using the asset and liability approach of accounting for income taxes.
We assess our current and projected earnings by jurisdiction to determine whether or not our earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future tax benefits.
An excerpt. Shown here: 40 of 202 rewritten, 40 of 155 added and 40 of 165 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
31 rewritten, 2 added, 3 removed, 42 unchanged
For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 22%] [added: 23%] of our consolidated revenue was derived from products manufactured or sourced in U.S. dollars and sold internationally in local currencies, compared to [added: 22% and] 21% for [removed: both] the years ended December 31, [removed: 2023,] [added: 2024] and [removed: 2022.][added: 2023, respectively.]
| *(in thousands, except per share amounts)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| [removed: Revenue] [added: Revenue increase] (decrease) [removed: increase] | | | | | | [removed: $] [added: $] | [removed: (9,471)] [added: 33,139] | | | | | [removed: $] [added: $] | [removed: (4,603)] [added: (9,471)] | | | | | [removed: $] [added: $] | [removed: (108,812)] [added: (4,603)] | |
| Operating profit [removed: (decrease) increase,] [added: increase (decrease),] excluding hedge activity and exchange impacts on settlement of foreign currency denominated transactions | | | | | | $ | [removed: (4,253)] [added: 16,579] | | | | | $ | [removed: (5,489)] [added: (4,253)] | | | | | $ | [removed: (56,420)] [added: (5,489)] | |
| Hedge [removed: gains (losses)] [added: (gains) losses] - [removed: current] [added: prior] period | | | | | | [removed: 5,932] [added: (5,932)] | | | | | | [removed: 3,512] [added: (3,512)] | | | | | | [removed: 25,733] [added: (25,733)] | | |
| Foreign currency transaction (losses) - current period | | | | | | [removed: (4,527)] [added: (4,160)] | | | | | | [removed: (1,078)] [added: (4,527)] | | | | | | [removed: (3,408)] [added: (1,078)] | | |
| [removed: Operating] [added: Operating] profit [removed: (decrease)] increase [added: (decrease)] - current [removed: period] [added: period] | | | | | | [removed: $] [added: $] | [removed: (2,848)] [added: 11,618] | | | | | [removed: $] [added: $] | [removed: (3,055)] [added: (2,848)] | | | | | [removed: $] [added: $] | [removed: (34,095)] [added: (3,055)] | |
| Foreign currency transaction losses - prior period | | | | | | [removed: 1,078] [added: 4,527] | | | | | | [removed: 3,408] [added: 1,078] | | | | | | [removed: 2,111] [added: 3,408] | | |
| [removed: Operating] [added: Operating] profit [removed: (decrease)] increase [added: (decrease)] - compared to prior [removed: period] [added: period] | | | | | | [removed: $] [added: $] | [removed: (5,282)] [added: 10,213] | | | | | [removed: $] [added: $] | [removed: (25,380)] [added: (5,282)] | | | | | [removed: $] [added: $] | [removed: (24,863)] [added: (25,380)] | |
| [removed: Diluted] [added: Diluted] earnings per share [removed: (decrease)] increase [added: (decrease)] - compared to prior [removed: period] [added: period] | | | | | | [removed: $] [added: $] | [removed: (0.05)] [added: 0.10] | | | | | [removed: $] [added: $] | [removed: (0.24)] [added: (0.05)] | | | | | [removed: $] [added: $] | [removed: (0.22)] [added: (0.24)] | |
At our current foreign exchange rate assumptions, we anticipate year-over-year changes will [removed: reduce] [added: increase] our revenues, [removed: decrease our] operating profit, and diluted earnings per share in the year ending December 31, [removed: 2025,] [added: 2026,] by approximately [removed: $80] [added: $28] million, $22 million, and [removed: $0.21] [added: $0.22] per share, respectively.
These [removed: unfavorable] [added: favorable] impacts to our operating profit and diluted earnings per share include net year-over-year impacts of foreign currency hedging activity, which is expected to increase total company operating profit by approximately [removed: $19] [added: $4] million and diluted earnings per share by [removed: $0.18] [added: $0.04] during the year ending December 31, [removed: 2025.][added: 2026.]
The above [removed: estimate assumes] [added: estimates assume] that the value of the U.S. dollar relative to other currencies will reflect the euro at [removed: $1.02,] [added: $1.16,] the British pound at [removed: $1.23,] [added: $1.33,] the Canadian dollar at [removed: $0.68,] [added: $0.72,] the Australian dollar at [removed: $0.61;] [added: $0.66;] the Japanese yen at [removed: ¥160,] [added: ¥157,] the Chinese renminbi at RMB [removed: 7.43,] [added: 7.05,] and the Brazilian real at [removed: R$6.21] [added: R$5.45] to the U.S. dollar for the full year of [removed: 2025.][added: 2026.]
The foreign currency exchange impacts on our revenue and operating income [added: for the year ending December 31, 2026,] will be different from our [removed: 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 [removed: $13] [added: $16] million and operating income by approximately $5 million, net of hedge positions.
We enter into foreign currency exchange contracts with large, well-capitalized multinational financial [removed: institutions] [added: institutions,] and we do not hold or engage in transactions involving derivative
From time to time, we may also enter into other foreign currency exchange contracts, cross currency swaps, or foreign-denominated debt issuances to [removed: minimize] [added: reduce] 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 [removed: periods] [added: periods,] and there were no material changes in our market risk exposure during the year ended December 31, [removed: 2024.][added: 2025.]
As a result, no significant ineffectiveness has resulted or been recognized in the statements of income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]
[removed: Accordingly,] [added: As a result,] our risk with respect to foreign currency exchange rate fluctuations may vary throughout each annual cycle.
We have additional unhedged foreign currency exposures related to [added: intercompany] foreign [removed: services] [added: transactions] and in emerging markets where it is not practical to hedge.
The notional amount of foreign currency exchange contracts to hedge forecasted intercompany purchases and sales totaled [removed: $325.7] [added: $397.6] million [removed: as of December 31, 2024,] and [removed: $294.0 million] [added: $325.7 million,] as of December 31, [removed: 2023.][added: 2025 and 2024, respectively.]
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $12.8] [added: $2.5] million of net unrealized [removed: gains] [added: losses] on foreign currency exchange contracts reflected within accumulated other comprehensive income, net of related tax.
For more information on our hedge [removed: agreements] [added: agreements,] refer to “Part II, Item 8.
We incur interest expense on [added: the aggregate principal amount of] our [removed: borrowings] outstanding [removed: on our] Senior Notes at a fixed rate.
We have a [removed: Credit Facility] [added: revolving credit facility] with a syndicate of multinational banks, which matures on [removed: December 9, 2026,] [added: November 12, 2030,] and requires no scheduled prepayments before that date.
Although the [removed: Credit Facility] [added: revolving credit facility] does not mature until [removed: December 9, 2026,] [added: November 2030,] all individual borrowings under [removed: the terms of the] [added: our] Credit Facility have a stated term [removed: between] [added: of less than] 1 [removed: and 180 days,] [added: year,] including the $250.0 million Term [removed: Loan that] [added: Loan, which] matures on [removed: October 20, 2025.][added: November 12, 2028.]
[removed: Beginning on March] [added: As of December] 31, [removed: 2023,] [added: 2025,] the variable interest rate associated with $250.0 million [removed: of borrowings outstanding under the Credit Facility] [added: Term Loan] became effectively fixed at [removed: 3.9%,] [added: 3.4%,] plus the applicable credit spread, through [removed: October 20, 2025.][added: November 12, 2028.]
Borrowings outstanding under [removed: the] [added: our] Credit Facility as of December 31, [removed: 2024,] [added: 2025,] were [removed: $250.0] [added: $398.0] million.
During [removed: 2024,] [added: 2025,] we experienced inflationary pressure on our operating costs.
During [removed: 2025,] [added: 2026,] we expect to continue to face higher costs for labor, commodities, energy, and transportation, as well as increased prices from suppliers.
| Hedge gain (losses) - current period | | | | | | (801) | | | | | | 5,932 | | | | | | 3,512 | | |
We entered into interest rate swaps to reduce the effect of variable interest obligations of our Term Loan.
| Hedge (gains) losses - prior period | | | | | | (3,512) | | | | | | (25,733) | | | | | | 7,121 | | |
The variable rates are based on SOFR, with rolling maturities of one and three month increments.
We entered into an interest rate swap to manage the effect of variable interest obligations on amounts borrowed under the terms of the Credit Facility.
Item 1. BUSINESS
104 rewritten, 21 added, 37 removed, 239 unchanged
We develop, manufacture, and distribute products and provide services primarily for the companion animal [removed: veterinary, livestock] [added: veterinary; livestock, poultry] and [removed: poultry, dairy] [added: dairy;] and water testing industries.
We also [removed: provide] [added: manufacture and sell] human medical point-of-care [removed: and laboratory diagnostics.][added: diagnostic products.]
- Practice management [added: systems, software] and diagnostic imaging systems and services used by veterinarians;
- Diagnostic and health-monitoring products for livestock, poultry, and dairy; [added: and]
- Products that test water for certain microbiological [removed: contaminants; and][added: contaminants.]
We operate primarily through three [added: reportable] business segments: Companion Animal Group, Water quality products, and Livestock, Poultry and Dairy.
Our Other operating segment combines and presents our human medical diagnostic products business with our out-licensing [removed: arrangements] [added: arrangement] because they do not meet the quantitative or qualitative thresholds for reportable segments.
Companion Animal Group (“CAG”) - Diagnostic and information [removed: management-based] [added: management] products and services for the companion animal veterinary industry, including [removed: in-clinic] [added: point-of-care] diagnostic solutions, outside reference laboratory services, and veterinary software and services.
We provide diagnostic capabilities that meet veterinarians’ diverse needs through a variety of modalities, including [removed: in-clinic] [added: point-of-care] diagnostic solutions and outside reference laboratory services.
[removed: In-Clinic] [added: Point-of-Care] Diagnostic Solutions.
Our [removed: in-clinic] [added: point-of-care] diagnostic solutions are comprised of our IDEXX VetLab suite of [removed: in-clinic] [added: point-of-care] chemistry, hematology, immunoassay, electrolyte, urinalysis, [removed: cytology,] [added: cytology/morphology,] blood gas, and coagulation analyzers, as well as associated consumable products that provide real-time reference lab quality diagnostic results.
Several of these [removed: in-clinic] [added: point-of-care] analyzers, including the Catalyst One Chemistry analyzer, ProCyte One hematology analyzer, SediVue Dx Analyzer, and IDEXX inVue Dx Cellular Analyzer, utilize proprietary [removed: artificial intelligence (“AI”)] [added: AI] capabilities in their image capture systems to analyze samples.
IDEXX [removed: in-clinic] [added: point-of-care] analyzers feature load-and-go sample handling and integration with a cloud-enabled software ecosystem, including the IDEXX VetLab Station and VetConnect PLUS.
Our [removed: in-clinic] [added: point-of-care] diagnostic solutions also include a broad range of single-use, IDEXX SNAP rapid assay test kits that provide quick, accurate, and convenient point-of-care diagnostic test results for a variety of companion animal disease-causing pathogens and health conditions.
The principal feline SNAP rapid assay tests include SNAP Feline Triple, which tests for feline immunodeficiency virus [removed: (“FIV”) (which is similar to the virus that leads to AIDS in humans),] [added: (“FIV”),] feline leukemia virus (“FeLV”) and heartworm, and SNAP FIV/FeLV Combo Test, which tests for FIV and FeLV.
The IDEXX VetLab Station (“IVLS”) connects and integrates the diagnostic information from all the IDEXX VetLab [removed: analyzers, and thus provides reference laboratory information management system capability.][added: analyzers.]
IVLS also sends all results created on connected instruments [removed: instantly] [added: automatically] to VetConnect PLUS.
We sell IVLS as an integral component for our [removed: in-clinic] [added: point-of-care] analyzer suite.
[removed: 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] [added: VetConnect PLUS enables] greater medical insight and enhanced decision-making through IDEXX DecisionIQ, an analytical tool incorporated in VetConnect PLUS that utilizes proprietary technology, including AI, to aid practitioners in making medical diagnoses.
In addition, VetConnect PLUS provides instant mobile [removed: or] [added: and] browser-based access to results, which can be [removed: printed or emailed to] [added: shared with] pet owners and other [removed: veterinarians.][added: veterinarians directly from the VetConnect PLUS application.]
Our reference laboratories offer a large selection of tests and diagnostic panels to detect a number of disease states and other conditions in animals, including all tests that can be run [removed: in-clinic] [added: in the clinic] at the veterinary practice with our instruments or rapid assays.
This menu of tests also includes a number of specialized tests that we have developed that allow practitioners to diagnose [removed: increasingly] relevant diseases and conditions in dogs and cats, including parasites, heart disease, allergies, pancreatitis, diabetes, renal disease, and infectious diseases.
IDEXX Telemedicine*.* [removed: Additionally, we] [added: We] provide specialized veterinary consultation, telemedicine, and advisory services, including radiology, dental radiography, cardiology, internal medicine, and ultrasound consulting.
[removed: These services] enable veterinarians to obtain diagnostic interpretations, and radiology and cardiology assessments.
IDEXX Telemedicine services are accessed through IDEXX [added: Web PACS, ezyVet, and] VetMedStat, a cloud-based software platform for case submission and interpretation that embeds proprietary AI capabilities aiding analysis of images and electrocardiogram results.
Our practice management [removed: systems] [added: system] offerings include cloud-based ezyVet, Animana, and IDEXX Neo, and on-premises Cornerstone.
To support the software system needs of practices, IDEXX provides integrated [removed: services] [added: services,] including [removed: Payment Solutions, Data Backup] [added: payment solutions, data backup] & [removed: Recovery,] [added: recovery,] and [removed: Practice Supplies.][added: practice supplies.]
Our commercial application programming interfaces and [removed: partner management] processes allow [removed: controlled] access to the practice management systems platform while providing an enhanced user experience.
In addition, we offer cloud-based client communication [removed: (Pet Health Network Pro,] [added: (Vello and] Pet Health Network [removed: 3D, and Vello)] [added: Pro)] and preventive care plan management software (Petly Plans) designed to strengthen the relationship between the veterinarian and the pet owner.
Our diagnostic imaging systems employ picture archiving and communication system (“PACS”) software called [removed: IDEXX-PACS,] [added: IDEXX Web PACS,] which facilitates radiographic image capture and review.
We believe that the breadth of our full diagnostic solution, including novel products and services developed and made available only by IDEXX, as well as the [removed: seamless] software integration of our offering, provide a differentiated competitive advantage by giving veterinarians the tools and services to offer advanced veterinary medical care.
Water quality products (“Water”) \- Water provides innovative testing solutions [added: and related instrumentation] for easy, rapid, and accurate detection and quantification of various microbiological parameters in water.
Our Quanti-Tray Sealer [removed: PLUS,] [added: PLUS] and Quanti-Tray Sealer 2X [added: instruments] are used with the Quanti-Tray products for the determination of bacterial density in water samples.
Livestock, Poultry and Dairy (“LPD”) - LPD provides diagnostic tests, services, and related instrumentation that are used to manage the health status of livestock and poultry, to improve producer efficiency, and to [removed: ensure] [added: measure] the quality and safety of milk.
Our principal livestock and poultry diagnostic products include tests for Bovine Viral Diarrhea Virus (“BVDV”), Porcine Reproductive and Respiratory Syndrome (“PRRS”), [added: and] Transmittable Spongiform Encephalopathies [removed: (“TSE”), and African Swine Fever (“ASFV”).][added: (“TSE”).]
[removed: We also sell our Alertys Milk Pregnancy Test, Alertys Ruminant Pregnancy Test, Alertys On-Farm Pregnancy Test, and Rapid Visual Pregnancy Test for] cattle and other ruminants, which can detect pregnancy 28 days after breeding using milk, serum, or whole blood samples.
[removed: We also] [added: Additionally, we] offer herd health screening services to livestock veterinarians and producers.
Other [removed: -] [added: \-] Our [removed: Other operating segment combines and presents our] human medical diagnostic [removed: products and services business (“OPTI Medical”) with our out-licensing arrangements because they do] [added: business, which does] not meet the quantitative or qualitative thresholds for reportable [removed: segments.][added: segments, and is presented within Other.]
[removed: Through OPTI Medical, we] [added: We] sell point-of-care analyzers and related consumables for use in human medical hospitals and clinics to measure electrolytes, blood gases, acid-base balance, glucose, lactate, blood urea nitrogen and ionized calcium, and to calculate other parameters such as base excess and anion gap.
We maintain a sales presence in the U.S. and in major regions [removed: worldwide] [added: worldwide,] including Africa, Asia Pacific, Canada, Europe, and Latin America.
Cytology / Morphology.
Beginning in late 2024 we launched our point-of-care cellular analyzer, IDEXX inVue Dx, which automates real-time cytology and blood cell morphology testing.
These integrated diagnostic results provide the veterinarian with a visualization of patient-specific information, allowing the veterinarian to easily see and trend diagnostic results.
During 2025, we launched the IDEXX Cancer Dx Panel in North America, which is a simple blood test for dogs that screens for lymphoma, and will expand the IDEXX Cancer Dx Panel to include canine mast cell tumor detection in North America in 2026.
We currently anticipate launching the IDEXX Cancer Dx test for canine lymphoma internationally in the first half of 2026.
These services
Diagnostic x-rays support a broad array of diagnostic use cases, from trauma to chronic disease detection, providing critical insights that support further diagnostic testing and treatment plans.
The IDEXX ImageVue DR50 Plus, which launched in North America in January 2026, combines high definition, AI-powered imaging with a lower dose of radiation compared to our current ImageVue DR50 system.
IDEXX Web PACS is our cloud-based software-as-a-service (“SaaS”) for all imaging modalities, including digital radiology (x-ray), ultrasound, dental radiology, CT, and MRI.
IDEXX Web PACS enables practice workflows across all imaging modalities, including advanced image analysis, image sharing, and storage.
UV Viewer Plus.
Launched in 2025, our UV Viewer Plus is a bench-top UV light cabinet designed to provide controlled illumination to aid in the visual interpretation of fluorescent-based water tests.
We also sell our Alertys Milk Pregnancy Test, Alertys Ruminant Pregnancy Test, Alertys On-Farm Pregnancy Test, and Rapid Visual Pregnancy Test for
We seek to mitigate sole and single-source supplier risks on a risk-prioritized basis and in a variety of ways, including, when possible, identifying and quantifying alternative suppliers, developing applicable in-house manufacturing capabilities and expertise, entering into escrow arrangements for manufacturing information for certain single or sole-sourced products, and strategically maintaining safety stock.
Other countries have proposed similar regulations, including Australia, Canada, and Brazil.
While statutory exemptions exist in Maine, where we manufacture many of our products, some U.S. states have developed a range of product reporting, labeling and/or phase-out requirements.
For example, Minnesota will implement a regulation banning PFAS in products that impact water products beginning in 2032.
Act.
Culture of Inclusion and Equal Opportunity.
We employ inclusive recruitment practices to source highly qualified candidates and we maintain an environment where advancement is determined by demonstrated performance, capability, and contribution.
Our human capital priorities include retaining a skilled and engaged workforce.
- Point-of-care electrolytes and blood gas analyzers.
We continue to offer consumables to support analyzers that are not actively marketed including the LaserCyte Dx Hematology Analyzer.
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.
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.
This portfolio includes:
Our diagnostic imaging systems capture radiographic images in digital form, replacing traditional x-ray film and the film development process, which generally requires the use of hazardous chemicals and darkrooms.
IDEXX Web PACS is our cloud-based software-as-a-service (“SaaS”) offering for viewing, accessing, storing, and sharing multi-modality diagnostic images.
Our RealPCR ASFV Test is a real-time polymerase chain reaction (“PCR”) assay that provides early and accurate detection of ASFV supporting prevention, control, and eradication programs by veterinarians and producers.
OPTI Medical.
These OPTI analyzers are used primarily in emergency rooms, operating rooms, cardiac monitoring areas, and other locations where time-critical diagnostic testing is performed within the hospital setting.
The OPTI CCA-TS2 Analyzer runs whole blood, plasma, and serum samples on single-use disposable cassettes that contain various configurations of analytes.
Previously we also provided human testing solutions for the detection of SARS-CoV-2, the virus that causes COVID-19.
During the first quarter of 2023, we discontinued actively marketing our COVID-19 testing products and services.
Other Activities.
We own certain drug delivery technology intellectual property, that we continue to seek to commercialize through agreements with third parties, such as pharmaceutical companies, which are included in the Other segment.
We market our software products primarily through our direct sales force in the U.S., Canada, Europe, and Australia.
We sell our OPTI products and services both directly and through independent human medical product distributors.
From time to time, we seek to qualify alternative suppliers.
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
- Human point-of-care medical diagnostic products.
We compete primarily on the basis of the ease of use, menu, convenience, international distribution and service, instrument reliability, and our pricing relative to the value of our products.
We compete primarily with large human medical diagnostics companies such as Radiometer A/S, Siemens Medical Solutions Diagnostics, Instrumentation Laboratory Company, Abbott Diagnostics, a division of Abbott Laboratories, and Roche Diagnostics Corporation.
We are
New OPTI products categorized as Class I and/or Class II medical devices would require notification of and review by the FDA via a 510(k) application before marketing or sale of such products.
These OPTI products are also subject to the regulations governing the manufacture and marketing of medical devices in other countries in which they are sold, including the EU Medical Device Regulation and In Vitro Diagnostic Medical Devices Regulation.
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.
Inclusive, Ethical Culture.
We employ inclusive recruitment practices to source highly qualified candidates, regardless of race, sex, gender, religion, national origin, or any other characteristic protected by law.
In addition, we believe that maintaining a workforce that reflects our global, culturally diverse customer base is consistent with and supports our business strategy.
Our CAG business, which represents 92% of our 2024 revenues, serves veterinarians, and according to the American Veterinary Medical Association, men and women held 32% and 67%, respectively, of U.S. veterinary positions as of December 31, 2023.
As of December 31, 2024, men and women represented 41% and 58%, respectively, of our global employee population, and approximately 50% and 50%, respectively, of our global people managers.
During 2024, our overall voluntary employee turnover rate was approximately 8.5%.
Our voluntary turnover among managerial employees was approximately 5%.
where we are required to comply with increasingly extensive regulations.
An excerpt. Shown here: 40 of 104 rewritten, all 21 added and all 37 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Cover and table of contents
36 rewritten, 4 added, 5 removed, 116 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
][added: Logo.gif](https://www.sec.gov/Archives/edgar/data/874716/000087471626000038/idxx-20251231_g1.gif)]
Based on the closing sale price on June 30, [removed: 2024,] [added: 2025,] 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: $40,083,530,200.][added: $42,899,749,759.]
The number of shares outstanding of the registrant’s Common Stock was [removed: 81,328,233] [added: 79,624,034] on February [removed: 12, 2025.][added: 13, 2026.]
Part III—Specifically identified portions of the Company’s definitive Proxy Statement to be filed in connection with the Company’s [removed: 2025] [added: 2026] annual meeting of stockholders (the [removed: “2025] [added: “2026] Annual Meeting”), to be held on May [removed: 7, 2025,] [added: 12, 2026,] are incorporated herein by reference.
| Credit Facility | | | | | | Our $1.25 billion five-year unsecured credit facility under [removed: an] [added: our fourth] amended and restated credit [removed: agreement;] [added: agreement, as amended;] consisting of i) $1 billion revolving credit facility, also referred to as [added: the revolving] line of credit, [removed: and] ii) $250 million three-year term [removed: loan.] [added: loan facility and iii) flexibility to incur incremental revolving credit commitments and/or term loans in the aggregate principal amount of up to $250 million.] | | |
| LPD | | | | | | Livestock, Poultry and Dairy, a reporting segment that provides diagnostic products and services for livestock and poultry health and [removed: ensures] [added: measures] the quality and safety of milk and improves producer efficiency. | | |
| [Item [removed: 1](#i3774c3a10e494790b5dcde95febcf365_19)] [added: 1](#if3369e5b29c941e28512f47dc028c64a_19)] | | | [removed: [Business](#i3774c3a10e494790b5dcde95febcf365_19)] [added: [Business](#if3369e5b29c941e28512f47dc028c64a_19)] | | | [removed: [6](#i3774c3a10e494790b5dcde95febcf365_19)] [added: [6](#if3369e5b29c941e28512f47dc028c64a_19)] | | |
| [Item [removed: 1A](#i3774c3a10e494790b5dcde95febcf365_22)] [added: 1A](#if3369e5b29c941e28512f47dc028c64a_22)] | | | [Risk [removed: Factors](#i3774c3a10e494790b5dcde95febcf365_22)] [added: Factors](#if3369e5b29c941e28512f47dc028c64a_22)] | | | [removed: [18](#i3774c3a10e494790b5dcde95febcf365_22)] [added: [18](#if3369e5b29c941e28512f47dc028c64a_22)] | | |
| [Item [removed: 1B](#i3774c3a10e494790b5dcde95febcf365_25)] [added: 1B](#if3369e5b29c941e28512f47dc028c64a_25)] | | | [Unresolved Staff [removed: Comments](#i3774c3a10e494790b5dcde95febcf365_25)] [added: Comments](#if3369e5b29c941e28512f47dc028c64a_25)] | | | [removed: [33](#i3774c3a10e494790b5dcde95febcf365_25)] [added: [33](#if3369e5b29c941e28512f47dc028c64a_25)] | | |
| [Item [removed: 1C](#i3774c3a10e494790b5dcde95febcf365_28)] [added: 1C](#if3369e5b29c941e28512f47dc028c64a_28)] | | | [removed: [Cybersecurity](#i3774c3a10e494790b5dcde95febcf365_28)] [added: [Cybersecurity](#if3369e5b29c941e28512f47dc028c64a_28)] | | | [removed: [33](#i3774c3a10e494790b5dcde95febcf365_28)] [added: [33](#if3369e5b29c941e28512f47dc028c64a_28)] | | |
| [Item [removed: 2](#i3774c3a10e494790b5dcde95febcf365_31)] [added: 2](#if3369e5b29c941e28512f47dc028c64a_31)] | | | [removed: [Properties](#i3774c3a10e494790b5dcde95febcf365_31)] [added: [Properties](#if3369e5b29c941e28512f47dc028c64a_31)] | | | [removed: [35](#i3774c3a10e494790b5dcde95febcf365_31)] [added: [35](#if3369e5b29c941e28512f47dc028c64a_31)] | | |
| [Item [removed: 3](#i3774c3a10e494790b5dcde95febcf365_34)] [added: 3](#if3369e5b29c941e28512f47dc028c64a_34)] | | | [Legal [removed: Proceedings](#i3774c3a10e494790b5dcde95febcf365_34)] [added: Proceedings](#if3369e5b29c941e28512f47dc028c64a_34)] | | | [removed: [35](#i3774c3a10e494790b5dcde95febcf365_34)] [added: [35](#if3369e5b29c941e28512f47dc028c64a_34)] | | |
| [Item [removed: 4](#i3774c3a10e494790b5dcde95febcf365_37)] [added: 4](#if3369e5b29c941e28512f47dc028c64a_37)] | | | [Mine Safety [removed: Disclosures](#i3774c3a10e494790b5dcde95febcf365_37)] [added: Disclosures](#if3369e5b29c941e28512f47dc028c64a_37)] | | | [removed: [35](#i3774c3a10e494790b5dcde95febcf365_37)] [added: [35](#if3369e5b29c941e28512f47dc028c64a_37)] | | |
| [Item [removed: 5](#i3774c3a10e494790b5dcde95febcf365_43)] [added: 5](#if3369e5b29c941e28512f47dc028c64a_43)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3774c3a10e494790b5dcde95febcf365_43)] [added: Securities](#if3369e5b29c941e28512f47dc028c64a_43)] | | | [removed: [36](#i3774c3a10e494790b5dcde95febcf365_43)] [added: [36](#if3369e5b29c941e28512f47dc028c64a_43)] | | |
| [Item [removed: 6](#i3774c3a10e494790b5dcde95febcf365_46)] [added: 6](#if3369e5b29c941e28512f47dc028c64a_46)] | | | [removed: [\[Reserved\]](#i3774c3a10e494790b5dcde95febcf365_46)] [added: [\[Reserved\]](#if3369e5b29c941e28512f47dc028c64a_46)] | | | [removed: [37](#i3774c3a10e494790b5dcde95febcf365_46)] [added: [37](#if3369e5b29c941e28512f47dc028c64a_46)] | | |
| [Item [removed: 7](#i3774c3a10e494790b5dcde95febcf365_49)] [added: 7](#if3369e5b29c941e28512f47dc028c64a_49)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3774c3a10e494790b5dcde95febcf365_49)] [added: Operations](#if3369e5b29c941e28512f47dc028c64a_49)] | | | [removed: [38](#i3774c3a10e494790b5dcde95febcf365_49)] [added: [38](#if3369e5b29c941e28512f47dc028c64a_49)] | | |
| [Item [removed: 7A](#i3774c3a10e494790b5dcde95febcf365_106)] [added: 7A](#if3369e5b29c941e28512f47dc028c64a_106)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i3774c3a10e494790b5dcde95febcf365_106)] [added: Risk](#if3369e5b29c941e28512f47dc028c64a_106)] | | | [removed: [61](#i3774c3a10e494790b5dcde95febcf365_106)] [added: [58](#if3369e5b29c941e28512f47dc028c64a_106)] | | |
| [Item [removed: 8](#i3774c3a10e494790b5dcde95febcf365_109)] [added: 8](#if3369e5b29c941e28512f47dc028c64a_109)] | | | [Financial Statements and Supplementary [removed: Data](#i3774c3a10e494790b5dcde95febcf365_109)] [added: Data](#if3369e5b29c941e28512f47dc028c64a_109)] | | | [removed: [63](#i3774c3a10e494790b5dcde95febcf365_109)] [added: [60](#if3369e5b29c941e28512f47dc028c64a_109)] | | |
| [Item [removed: 9](#i3774c3a10e494790b5dcde95febcf365_112)] [added: 9](#if3369e5b29c941e28512f47dc028c64a_112)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3774c3a10e494790b5dcde95febcf365_112)] [added: Disclosure](#if3369e5b29c941e28512f47dc028c64a_112)] | | | [removed: [63](#i3774c3a10e494790b5dcde95febcf365_112)] [added: [60](#if3369e5b29c941e28512f47dc028c64a_112)] | | |
| [Item [removed: 9A](#i3774c3a10e494790b5dcde95febcf365_115)] [added: 9A](#if3369e5b29c941e28512f47dc028c64a_115)] | | | [Controls and [removed: Procedures](#i3774c3a10e494790b5dcde95febcf365_115)] [added: Procedures](#if3369e5b29c941e28512f47dc028c64a_115)] | | | [removed: [63](#i3774c3a10e494790b5dcde95febcf365_115)] [added: [60](#if3369e5b29c941e28512f47dc028c64a_115)] | | |
| [Item [removed: 9B](#i3774c3a10e494790b5dcde95febcf365_118)] [added: 9B](#if3369e5b29c941e28512f47dc028c64a_118)] | | | [Other [removed: Information](#i3774c3a10e494790b5dcde95febcf365_118)] [added: Information](#if3369e5b29c941e28512f47dc028c64a_118)] | | | [removed: [64](#i3774c3a10e494790b5dcde95febcf365_118)] [added: [61](#if3369e5b29c941e28512f47dc028c64a_118)] | | |
| [Item [removed: 9C](#i3774c3a10e494790b5dcde95febcf365_121)] [added: 9C](#if3369e5b29c941e28512f47dc028c64a_121)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3774c3a10e494790b5dcde95febcf365_121)] [added: Inspections](#if3369e5b29c941e28512f47dc028c64a_121)] | | | [removed: [64](#i3774c3a10e494790b5dcde95febcf365_121)] [added: [61](#if3369e5b29c941e28512f47dc028c64a_121)] | | |
| [Item [removed: 10](#i3774c3a10e494790b5dcde95febcf365_127)] [added: 10](#if3369e5b29c941e28512f47dc028c64a_127)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3774c3a10e494790b5dcde95febcf365_127)] [added: Governance](#if3369e5b29c941e28512f47dc028c64a_127)] | | | [removed: [65](#i3774c3a10e494790b5dcde95febcf365_127)] [added: [62](#if3369e5b29c941e28512f47dc028c64a_127)] | | |
| [Item [removed: 11](#i3774c3a10e494790b5dcde95febcf365_130)] [added: 11](#if3369e5b29c941e28512f47dc028c64a_130)] | | | [Executive [removed: Compensation](#i3774c3a10e494790b5dcde95febcf365_130)] [added: Compensation](#if3369e5b29c941e28512f47dc028c64a_130)] | | | [removed: [65](#i3774c3a10e494790b5dcde95febcf365_130)] [added: [62](#if3369e5b29c941e28512f47dc028c64a_130)] | | |
| [Item [removed: 12](#i3774c3a10e494790b5dcde95febcf365_133)] [added: 12](#if3369e5b29c941e28512f47dc028c64a_133)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3774c3a10e494790b5dcde95febcf365_133)] [added: Matters](#if3369e5b29c941e28512f47dc028c64a_133)] | | | [removed: [65](#i3774c3a10e494790b5dcde95febcf365_133)] [added: [62](#if3369e5b29c941e28512f47dc028c64a_133)] | | |
| [Item [removed: 13](#i3774c3a10e494790b5dcde95febcf365_136)] [added: 13](#if3369e5b29c941e28512f47dc028c64a_136)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3774c3a10e494790b5dcde95febcf365_136)] [added: Independence](#if3369e5b29c941e28512f47dc028c64a_136)] | | | [removed: [66](#i3774c3a10e494790b5dcde95febcf365_136)] [added: [63](#if3369e5b29c941e28512f47dc028c64a_136)] | | |
| [Item [removed: 14](#i3774c3a10e494790b5dcde95febcf365_139)] [added: 14](#if3369e5b29c941e28512f47dc028c64a_139)] | | | [Principal Accountant Fees and [removed: Services](#i3774c3a10e494790b5dcde95febcf365_139)] [added: Services](#if3369e5b29c941e28512f47dc028c64a_139)] | | | [removed: [66](#i3774c3a10e494790b5dcde95febcf365_139)] [added: [63](#if3369e5b29c941e28512f47dc028c64a_139)] | | |
| [Item [removed: 15](#i3774c3a10e494790b5dcde95febcf365_145)] [added: 15](#if3369e5b29c941e28512f47dc028c64a_145)] | | | [Exhibits, Financial Statement [removed: Schedules](#i3774c3a10e494790b5dcde95febcf365_145)] [added: Schedules](#if3369e5b29c941e28512f47dc028c64a_145)] | | | [removed: [67](#i3774c3a10e494790b5dcde95febcf365_145)] [added: [64](#if3369e5b29c941e28512f47dc028c64a_145)] | | |
| [Item [removed: 16](#i3774c3a10e494790b5dcde95febcf365_148)] [added: 16](#if3369e5b29c941e28512f47dc028c64a_148)] | | | [Form 10-K [removed: Summary](#i3774c3a10e494790b5dcde95febcf365_148)] [added: Summary](#if3369e5b29c941e28512f47dc028c64a_148)] | | | [removed: [67](#i3774c3a10e494790b5dcde95febcf365_148)] [added: [64](#if3369e5b29c941e28512f47dc028c64a_148)] | | |
| [Financial Statements and Supplementary Data – Index to Consolidated Financial [removed: Statements](#i3774c3a10e494790b5dcde95febcf365_151)] [added: Statements](#if3369e5b29c941e28512f47dc028c64a_151)] | | | | | | [removed: [F-1](#i3774c3a10e494790b5dcde95febcf365_151)] [added: [F-1](#if3369e5b29c941e28512f47dc028c64a_151)] | | |
| [Exhibit [removed: Index](#i3774c3a10e494790b5dcde95febcf365_253)] [added: Index](#if3369e5b29c941e28512f47dc028c64a_253)] | | | | | | | | |
| [removed: [Signatures](#i3774c3a10e494790b5dcde95febcf365_256)] [added: [Signatures](#if3369e5b29c941e28512f47dc028c64a_256)] | | | | | | | | |
This Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] 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; [removed: 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; 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.
These forward-looking statements involve a number of risks and uncertainties, including, among other things, the [added: adverse impact, and the duration, of macroeconomic events, conditions, and uncertainties, such as geopolitical instability (including wars, terrorist attacks, and armed conflicts), general economic uncertainty, changes in U.S. and other countries’ tariff and trade policies, severe weather and other natural conditions, and supply chain challenges on our business, results of operations, liquidity, financial condition, and stock price, as well as the other] matters described under the headings “Business,” “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report on Form 10-K.
Any forward-looking statements represent our estimates only as of the day this Annual Report on Form 10-K was first filed with the [removed: Securities and Exchange Commission (“SEC”)] [added: SEC] and should not be relied upon as representing our estimates as of any subsequent date.
| Term Loan | | | | | | Three year, unsecured term loan in the principal amount of $250 million under the Credit Facility | | |
IDEXXTM and other trademarks appearing in this report are registered trademarks or trademarks of IDEXX and its affiliates in the United States and other countries, except for VetAutoread, which is a trademark of QBC Diagnostics, and SimPlate, which is a trademark of Merck KGaA or its affiliates.
Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on Form 10-K may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks.
We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.
| cGMP | | | | | | The FDA’s current Good Manufacturing Practice regulations. | | |
| OPTI Medical | | | | | | OPTI Medical Systems, Inc., a 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. | | |
| R&D | | | | | | Research and Development | | |
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®, 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™, 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®.
VetAutoread is a trademark of QBC Diagnostics.
Item 1C. CYBERSECURITY
9 rewritten, 0 added, 0 removed, 32 unchanged
- Regular review of and, as applicable, updates to our cyber incident response plan and protocols, system backup measures, redundancy [removed: planning] [added: planning,] and disaster recovery plans; and
Our annual enterprise risk assessment process involves the identification and assessment by senior line-of-business and functional leaders, [removed: as well as] [added: including] our Chief Information Security Officer (“CISO”) and Chief [added: Digital and] Information Officer [removed: (“CIO”),] [added: (“CDIO”),] of the risks relevant to their lines of business and functional areas, the materiality of those risks, our risk tolerances and our plans to manage and mitigate the risks to the extent prudent and feasible.
Our cybersecurity risk management program and activities are led by a dedicated CISO who is also [removed: our] [added: a] Vice President of Information Technology.
Our CISO reports to our [removed: Senior] [added: Executive] Vice President and [removed: CIO,] [added: General Manager, Global Reference Laboratories, Diagnostic Solutions] and [added: Information Technology, and] oversees a team of information security professionals within the Information Security Group.
Our CISO joined IDEXX in 2024 and has more than twenty years of business and technical experience leading information technology teams, including cybersecurity teams, at high tech, [removed: marketing] [added: marketing,] and healthcare companies.
Our [removed: CISO, in close collaboration with our CIO] [added: CISO] 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.
Within our cybersecurity risk governance model, the steering committee, which includes our [removed: CIO,] [added: CDIO,] CISO, General Counsel, Chief Compliance Officer, Chief Audit Executive, Chief Human Resources [removed: Officer] [added: Officer,] and other senior functional and business leaders, meets quarterly, and more frequently as warranted, to review and discuss, among other things, our cybersecurity risk assessments, prioritization of initiatives, training plans and incident response plan, protocols and testing.
In accordance with the Audit Committee’s charter, the Audit Committee at least annually reviews and discusses with management, including the [removed: CIO and] CISO, our processes, policies, procedures, and protocols related to cybersecurity and information security.
In addition, the Audit Committee regularly reviews and discusses with management, including the [removed: CIO and] CISO, cybersecurity program assessments and audits, planned [removed: improvements] [added: 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.
Item 2. PROPERTIES
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| Westbrook, Maine | | | Worldwide Headquarters, principal executive [removed: offices] [added: offices, and CAG manufacturing] | | | Own | | |
| Memphis, Tennessee | | | Distribution [removed: Center] [added: center, warehousing,] and Reference Lab | | | Lease | | |
| Roswell, Georgia | | | CAG and [removed: OPTI Medical] [added: other] manufacturing | | | Lease | | |
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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As of February 18, [removed: 2025,] [added: 2026,] there were [removed: 313] [added: 280] holders of record of our common stock.
During the three months ended December 31, [removed: 2024,] [added: 2025,] we repurchased shares of common stock as described below:
(1)As of December 31, [removed: 2024,] [added: 2025,] our Board of Directors had approved the repurchase of up to 78 million shares of our common stock in the open market or in negotiated transactions pursuant to the Company’s share repurchase [removed: program, which amount includes the approval of an additional 5 million shares on December 3, 2024.][added: program.]
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: 2024,] [added: 2025,] and no repurchase programs expired during the period.
(2)During the three months ended December 31, [removed: 2024,] [added: 2025,] we received [removed: 105] [added: 81] 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: 2024,] [added: 2025,] we repurchased approximately [removed: 1.74] [added: 2.4] 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: 2024,] [added: 2025,] included in this Annual Report on Form 10-K for further information.
From time to [removed: time] [added: time,] our Board of Directors may consider the declaration of a dividend.
This graph assumes the investment of $100 on December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] to [removed: 2024.][added: 2025.]
[removed: ][added: ]
| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
| October 1, 2025 to October 31, 2025 | | | | | | 162,760 | | | | | | $ | 639.30 | | | | | 162,760 | | | | | | 3,915,170 | | |
| November 1, 2025 to November 30, 2025 | | | | | | 89,600 | | | | | | $ | 721.16 | | | | | 89,600 | | | | | | 3,825,570 | | |
| December 1, 2025 to December 31, 2025 | | | | | | 103,481 | | | | | | $ | 709.39 | | | | | 103,400 | | | | | | 3,722,170 | | |
| Total | | | | | | 355,841 | | | (2) | | | | | | | | | 355,760 | | | | | | 3,722,170 | | |
| IDEXX Laboratories, Inc. | | | | | | $100.00 | | | | | | $131.73 | | | | | | $81.61 | | | | | | $111.04 | | | | | | $82.71 | | | | | | $135.34 | | |
| NASDAQ Index | | | | | | $100.00 | | | | | | $122.18 | | | | | | $82.43 | | | | | | $119.22 | | | | | | $154.48 | | | | | | $187.14 | | |
| S&P 500 Index | | | | | | $100.00 | | | | | | $128.71 | | | | | | $105.40 | | | | | | $133.10 | | | | | | $166.40 | | | | | | $196.16 | | |
| S&P 500 Health Care Index | | | | | | $100.00 | | | | | | $126.13 | | | | | | $123.67 | | | | | | $126.21 | | | | | | $129.46 | | | | | | $148.36 | | |
| 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 | | |
Item 9A. CONTROLS AND PROCEDURES
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Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] 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.
Based on this evaluation, our management concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
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[removed: Except as noted above, during] [added: During] the three months ended December 31, [removed: 2024,] [added: 2025,] 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.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The information required by this Item with respect to Directors, executive officers, [removed: 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,” [removed: “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: 2025] [added: 2026] 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 [added: Form 10-K.]
Form 10-K.
Item 11. EXECUTIVE COMPENSATION
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The information required by this Item [added: with respect to Item 402 of Regulation S-K and paragraphs (e)(4) and (e)(5) of Item 407 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 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: 2024] [added: 2025] Non-Employee Director Compensation Table,” “Executive Compensation – CEO Pay Ratio,” “Executive Compensation – [added: Executive Compensation Recovery Policy (Clawback Policy),” “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: 2025] [added: 2026] 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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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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: 2025] [added: 2026] 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: 2025] [added: 2026] 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.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The information required by this Item [added: with respect to Items 404 and 407(a) 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 sections entitled “Corporate Governance – Related Person Transactions” and “Corporate Governance – Director Independence” in the Company’s definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] 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.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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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 [removed: Auditors’] [added: Auditor] Fees” and “Audit Committee Matters – Independent Auditor Fee Approval Policy” in the Company’s definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] 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 [removed: 10-K][added: 10-K.]
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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| (a)(1) and (a)(2) | | | | | | The financial statements set forth in the Index to Consolidated Financial Statements [removed: and the Consolidated Financial Statement Schedule] are filed as a part of this Annual Report on Form 10-K commencing on page F-1. | | |
Item 16. FORM 10-K SUMMARY
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| [Report of Independent Registered Public Accounting Firm - PCAOB ID [removed: No.](#i3774c3a10e494790b5dcde95febcf365_154) [](#i3774c3a10e494790b5dcde95febcf365_154)238] [added: No.](#if3369e5b29c941e28512f47dc028c64a_154) [](#if3369e5b29c941e28512f47dc028c64a_154)238] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_154)[2](#i3774c3a10e494790b5dcde95febcf365_154)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_154)[2](#if3369e5b29c941e28512f47dc028c64a_154)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#i3774c3a10e494790b5dcde95febcf365_157)] [added: 202](#if3369e5b29c941e28512f47dc028c64a_157)[5](#if3369e5b29c941e28512f47dc028c64a_157) [and 202](#if3369e5b29c941e28512f47dc028c64a_157)[4](#if3369e5b29c941e28512f47dc028c64a_157)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_157)[4](#i3774c3a10e494790b5dcde95febcf365_157)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_157)[4](#if3369e5b29c941e28512f47dc028c64a_157)] | | |
| [Consolidated Statements of Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022](#i3774c3a10e494790b5dcde95febcf365_160)] [added: 2023](#if3369e5b29c941e28512f47dc028c64a_160)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_160)[5](#i3774c3a10e494790b5dcde95febcf365_160)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_160)[5](#if3369e5b29c941e28512f47dc028c64a_160)] | | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022](#i3774c3a10e494790b5dcde95febcf365_163)] [added: 2023](#if3369e5b29c941e28512f47dc028c64a_163)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_163)[6](#i3774c3a10e494790b5dcde95febcf365_163)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_163)[6](#if3369e5b29c941e28512f47dc028c64a_163)] | | |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2024, 2023 and 2022](#i3774c3a10e494790b5dcde95febcf365_166)] [added: 2025, 2024 ,and 2023](#if3369e5b29c941e28512f47dc028c64a_166)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_166)[7](#i3774c3a10e494790b5dcde95febcf365_166)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_166)[7](#if3369e5b29c941e28512f47dc028c64a_166)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022](#i3774c3a10e494790b5dcde95febcf365_169)] [added: 2023](#if3369e5b29c941e28512f47dc028c64a_169)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_169)[8](#i3774c3a10e494790b5dcde95febcf365_169)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_169)[8](#if3369e5b29c941e28512f47dc028c64a_169)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i3774c3a10e494790b5dcde95febcf365_172)] [added: Statements](#if3369e5b29c941e28512f47dc028c64a_172)] | | | [removed: [F-](#i3774c3a10e494790b5dcde95febcf365_172)[9](#i3774c3a10e494790b5dcde95febcf365_172)] [added: [F-](#if3369e5b29c941e28512f47dc028c64a_172)[9](#if3369e5b29c941e28512f47dc028c64a_172)] | | |
We have audited the accompanying consolidated balance sheets of IDEXX Laboratories, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated 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: $3.9] [added: $4.3] billion for the year ended December 31, [removed: 2024,] [added: 2025,] of which a majority relates to certain product and service revenue.
These procedures also included, among [removed: others] [added: 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 [removed: receipts and] [added: receipts;] (ii) [removed: for] [added: testing certain service revenue transactions by developing an independent expectation of revenue and comparing the independent expectation to the amount recorded; and (iii) confirming] a sample of outstanding customer invoice balances as of December 31, [removed: 2024,] [added: 2025 and, for confirmations not returned,] obtaining and inspecting source documents, such as invoices, proof of delivery and acceptance for instruments, proof of shipment, proof of lab report or proof of lab test, and subsequent payment receipts.
| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |
| Cash and cash equivalents [added: at beginning of period] | | | [removed: $] | [added: | |] 288,266 | | | | | [removed: $] | 453,932 | | [added: | | | | 112,546 | | |]
| Accounts receivable, net of allowance of [removed: $12,585] [added: $11,304] in [removed: 2024] [added: 2025] and [removed: $9,501] [added: $12,585] in [removed: 2023] [added: 2024] | | | [removed: 473,575] [added: 552,378] | | | | | | [removed: 457,445] [added: 473,575] | | |
| Inventories | | | [removed: 381,877] [added: 377,756] | | | | | | [removed: 380,282] [added: 381,877] | | |
| Other current assets | | | [removed: 256,179] [added: 303,623] | | | | | | [removed: 203,595] [added: 256,179] | | |
| Total current assets | | | [removed: 1,399,897] [added: 1,413,827] | | | | | | [removed: 1,495,254] [added: 1,399,897] | | |
| Property and equipment, net | | | [removed: 713,123] [added: 747,380] | | | | | | [removed: 702,177] [added: 713,123] | | |
| Operating lease right-of-use assets | | | [removed: 116,129] [added: 123,228] | | | | | | [removed: 115,499] [added: 116,129] | | |
| Goodwill | | | [removed: 405,100] [added: 414,004] | | | | | | [removed: 365,961] [added: 405,100] | | |
| Intangible assets, net | | | [removed: 111,676] [added: 109,843] | | | | | | [removed: 84,500] [added: 111,676] | | |
| Other long-term assets | | | [removed: 547,518] [added: 542,477] | | | | | | [removed: 496,534] [added: 547,518] | | |
| Total long-term assets | | | [removed: 1,893,546] [added: 1,936,932] | | | | | | [removed: 1,764,671] [added: 1,893,546] | | |
| TOTAL ASSETS | | | $ | [removed: 3,293,443] [added: 3,350,759] | | | | | $ | [removed: 3,259,925] [added: 3,293,443] | |
| Accounts payable | | | $ | [removed: 114,211] [added: 110,408] | | | | | $ | [removed: 110,643] [added: 114,211] | |
| Accrued liabilities | | | [removed: 502,119] [added: 530,147] | | | | | | [removed: 478,712] [added: 502,119] | | |
| Credit [removed: facility] [added: Facility] | | | [removed: 250,000] [added: 398,000] | | | | | | 250,000 | | |
| Current portion of long-term debt | | | [removed: 167,787] [added: 74,995] | | | | | | [removed: 74,997] [added: 167,787] | | |
| Current portion of deferred revenue | | | [removed: 33,799] [added: 35,264] | | | | | | [removed: 37,195] [added: 33,799] | | |
| Total current liabilities | | | [removed: 1,067,916] [added: 1,148,814] | | | | | | [removed: 951,547] [added: 1,067,916] | | |
| Deferred income tax liabilities | | | [removed: 11,312] [added: 31,865] | | | | | | [removed: 7,235] [added: 11,312] | | |
| Long-term debt, net of current portion | | | [removed: 449,786] [added: 374,842] | | | | | | [removed: 622,883] [added: 449,786] | | |
| Long-term deferred revenue, net of current portion | | | [removed: 26,939] [added: 32,177] | | | | | | [removed: 28,533] [added: 26,939] | | |
| Long-term operating lease liabilities, net of current portion | | | [removed: 97,836] [added: 101,151] | | | | | | [removed: 99,671] [added: 97,836] | | |
| Other long-term liabilities | | | [removed: 44,341] [added: 56,527] | | | | | | [removed: 65,526] [added: 44,341] | | |
| Total long-term liabilities | | | [removed: 630,214] [added: 596,562] | | | | | | [removed: 823,848] [added: 630,214] | | |
| Total liabilities | | | [removed: 1,698,130] [added: 1,745,376] | | | | | | [removed: 1,775,395] [added: 1,698,130] | | |
| Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: [removed: 107,836] [added: 108,369] shares in [removed: 2024] [added: 2025] and [removed: 107,506] [added: 107,836] shares in [removed: 2023;] [added: 2024;] Outstanding: [removed: 81,604] [added: 79,712] shares in [removed: 2024] [added: 2025] and [removed: 83,032] [added: 81,604] shares in [removed: 2023] [added: 2024] | | | [removed: 10,784] [added: 10,837] | | | | | | [removed: 10,751] [added: 10,784] | | |
February 20, 2026
| Cash and cash equivalents | | | $ | 180,070 | | | | | $ | 288,266 | |
| Net income | | | | | | $ | 1,059,464 | | | | | $ | 887,867 | | | | | $ | 845,042 | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,059,464 | | | | | | — | | | | | | — | | | | | | 1,059,464 | | |
| Balance as of December 31, 2025 | | | 108,369 | | | | | | $ | 10,837 | | | | | $ | 1,826,750 | | | | | $ | 6,094 | | | | | $ | 6,391,902 | | | | | $ | (68,844) | | | | | $ | (6,561,356) | | | | | $ | 1,605,383 | |
| Net income | | | | | | $ | 1,059,464 | | | | | $ | 887,867 | | | | | $ | 845,042 | |
| Other | | | | | | 5,026 | | | | | | 1,468 | | | | | | 2,004 | | |
| Borrowings on term loan | | | | | | 250,000 | | | | | | — | | | | | | — | | |
| Payments of term loan | | | | | | (250,000) | | | | | | — | | | | | | — | | |
Impairment charges incurred in the years ended December 31, 2024 and 2023, were recast to other adjustments to reconcile net income to net cash provided by operating activities on the Consolidated Statements of Cash Flows to conform to the current‑period presentation.
The recast had no impact on net cash provided by operating activities for any period presented.
Software development costs required to be capitalized under ASC 985-20, *Costs of Software to be Sold, Leased or Marketed,* were not material during the years ended December 31, 2025, 2024, and 2023.
The functional currency of most of our foreign subsidiaries is their local currency.
As a result, we believe that accounts receivable, contract
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (ASU) 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” which amends the existing standard related to accounting for internal-use software development costs.
The amendments modernize the recognition and capitalization framework to better align with current software development practices by removing references to project stages and clarify the criteria for capitalization, which begins when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended.
ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.
We are currently evaluating the timing of adoption and the impact of this amendment on the consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This amendment provides an optional practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses on current accounts receivable and contract assets arising from transactions accounted for under Topic ASC 606 – Revenue from Contracts with Customers.
The amendment is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.
| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Total Europe, the Middle East, and Africa | | | | | | 937,252 | | | | | | 806,731 | | | | | | 716,184 | | |
During the year ended December 31, 2025, we transferred
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, 2025, and 2024, were not material.
We also acquire commercial rights to certain technology through licensing agreements.
During September 2025, we acquired a customer relationship intangible asset of a privately-owned reference laboratory in the U.S. for approximately $15.6 million, including an estimated contingent payment of $2.3 million at the time of acquisition.
The customer relationship intangible has an estimated life of 10 years.
During 2024, we acquired a perpetual intellectual property license for $10.0 million.
The license has an estimated useful life of 10 years, and is included in our CAG segment.
| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Granted | | | | | | 124 | | | | | | $ | 461.89 | | | | | | | | | | | | | |
| Exercised | | | | | | (451) | | | | | | $ | 173.46 | | | | | | | | | | | | | |
| Forfeited | | | | | | (12) | | | | | | $ | 501.17 | | | | | | | | | | | | | |
| Expired | | | | | | (6) | | | | | | $ | 555.05 | | | | | | | | | | | | | |
| Outstanding as of December 31, 2025 | | | | | | 1,116 | | | | | | $ | 354.19 | | | | | 4.6 | | | | | | $ | 359,837 | |
| Fully vested as of December 31, 2025 | | | | | | 831 | | | | | | $ | 303.70 | | | | | 3.6 | | | | | | $ | 309,961 | |
| Fully vested and expected to vest as of December 31, 2025 (1) | | | | | | 1,104 | | | | | | $ | 352.71 | | | | | 4.6 | | | | | | $ | 357,656 | |
| Granted | | | | | | 63 | | | | | | $ | 468.19 | |
| Vested | | | | | | (50) | | | | | | $ | 511.29 | |
AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
February 21, 2025
| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | |
| Balance as of December 31, 2021 | | | 106,878 | | | | | | $ | 10,688 | | | | | $ | 1,377,320 | | | | | $ | 5,719 | | | | | $ | 2,920,440 | | | | | $ | (53,484) | | | | | $ | (3,570,691) | | | | | $ | 689,992 | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 679,089 | | | | | | — | | | | | | — | | | | | | 679,089 | | |
| Impairment charges | | | | | | 250 | | | | | | 1,484 | | | | | | 2,346 | | |
| Other | | | | | | 1,218 | | | | | | 520 | | | | | | 2,645 | | |
| Cash and cash equivalents at beginning of period | | | | | | 453,932 | | | | | | 112,546 | | | | | | 144,454 | | |
We have included certain terms and abbreviations used throughout these financial statements in the “Glossary of Terms and Selected Abbreviations.”
We also operate a smaller operating segment that is comprised of our human medical diagnostic products and services business (“OPTI Medical”).
We evaluate our research and development costs for capitalization after the technological feasibility has been established for software and products containing software to be sold; however, no costs were capitalized during the years ended December 31, 2024, 2023, and 2022.
greater than 10% of our consolidated revenues during the year ended December 31, 2024.
We adopted ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” as of January 1, 2023, which adds certain disclosure requirements for a buyer in a supplier finance program.
The amendments in this update require that a buyer in a supplier finance program discloses sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.
Refer to “Note 12.
Accounts Payable, Accrued Liabilities and Other Long-Term Liabilities.”
We adopted ASU 2021-08, “Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities,” as of January 1, 2023.
ASU 2021-08 is intended to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination by providing consistent recognition guidance.
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.
The amendments require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.
The adoption of ASU 2023-07 did not have a material impact on our consolidated financial statements.
Early adoption is permitted.
We are currently evaluating ASU 2023-09 to assess the impact on our consolidated financial statement disclosures and to determine the transition method in which the new guidance will be adopted.
| | | | | | | 806,731 | | | | | | 716,184 | | | | | | 647,034 | | |
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.
During 2022, we entered into two discrete arrangements to license intellectual property for which we paid $65.0 million and accrued $15.0 million in subsequent payments, all of which was charged to research and development expense.
The $15.0 million milestone payment was issued in the first quarter of 2023.
These two arrangements were treated as asset acquisitions under U.S. GAAP and resulted in the full amount being expensed to research and development expense as in-process research and development costs with no alternative future use.
The acquisitions of these licensing arrangements support new instrument platform advancements.
We also made a $10.0 million payment for a perpetual intellectual property license, which will be amortized over 10 years.
The research and development expense and amortization expense were recorded in our CAG segment.
During 2022, we also purchased $25.0 million of preferred shares for a noncontrolling minority interest in one of the entities with which we have a license agreement.
We have elected to measure the investment as an equity security investment, under ASC 321, “Investments - Equity Securities,” and recorded the investment at cost.
The investment is included in other long-term assets.
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.
The acquisition expenses were not significant.
An excerpt. Shown here: 40 of 735 rewritten, 40 of 236 added and 40 of 173 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.