UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

COMMISSION FILE NUMBER: 000-19271

IDEXX LABORATORIES, INC.

(Exact name of registrant as specified in its charter)


Delaware			01-0393723
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

One IDEXX Drive	Westbrook	Maine	04092
(Address of principal executive offices)			(ZIP Code)

207-556-0300

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value per share

IDXX

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s Common Stock, $0.10 par value per share, was 8079,~~004~~851,~~694~~330 on ~~July~~October 29, 2025.

GLOSSARY OF TERMS AND SELECTED ABBREVIATIONS

In order to aid the reader, we have included certain terms and abbreviations used throughout this Quarterly Report on Form 10-Q below:

Term / Abbreviation			Definition
AOCI			Accumulated other comprehensive income or loss
ASU			Accounting Standards Update
CAG			Companion Animal Group, a reporting segment that provides veterinarians diagnostic products and services and information management solutions that enhance the health and well-being of pets.
Credit Facility			Our $1.25 billion five-year unsecured credit facility under an amended and restated credit agreement; consisting of i) $1 billion revolving credit facility, also referred to as line of credit, and ii) $250 million three-year term loan.
FASB			U.S. Financial Accounting Standards Board
LPD			Livestock, Poultry and Dairy, a reporting segment that provides diagnostic products and services for livestock and poultry health and to ensure the quality and safety of milk and improve producer efficiency.
OPTI Medical			OPTI Medical Systems, Inc., a wholly owned subsidiary of IDEXX Laboratories Inc., also referred to as OPTI, 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®,~~OneTM Catalyst ~~Dx®~~DxTM, and blood gas analyzers and consumables for the veterinary market.
Organic revenue growth			A non-GAAP financial measure and represents the percentage change in revenue, compared to the same period for the prior year, net of the effect of changes in foreign currency exchange rates, certain business acquisitions and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement for or as a superior measure to, revenue growth reported in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies.
Reported revenue growth			Represents the percentage change in revenue reported in accordance with U.S. GAAP, compared to the same period during the prior year.
SaaS			Software-as-a-service
SEC			U.S. Securities and Exchange Commission
Senior Note Agreements			Note purchase agreements for the private placement of senior notes, referred to as senior notes or long-term debt.
SOFR			The secured overnight financing rate as administered by the Federal Reserve Board of New York (or a successor administrator of the secured overnight financing rate).
U.S. GAAP			Accounting principles generally accepted in the United States of America
Water			Water, a reporting segment that provides water microbiology testing products.

IDEXX LABORATORIES, INC.

Quarterly Report on Form 10-Q

Table of Contents

Item No.		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June, 2025 and 2024	6
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2933
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5155
Item 4.	Controls and Procedures	5256
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	5357
Item 1A.	Risk Factors	5357
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5357
Item 5.	Other Information	5357
Item 6.	Exhibits	5458
Signatures		5559

PART I— FINANCIAL INFORMATION

Item 1. Financial Statements

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	~~164~~208,~~594~~166	$	288,266
Accounts receivable, net	~~560~~566,~~563~~881		473,575
Inventories	~~392~~391,~~584~~564		381,877
Other current assets	~~244~~310,~~616~~444		256,179
Total current assets	1,~~362~~477,~~357~~055		1,399,897
Long-Term Assets:
Property and equipment, net	739,~~677~~437		713,123
Operating lease right-of-use assets	~~129~~128,~~778~~207		116,129
Goodwill	~~414~~413,~~488~~651		405,100
Intangible assets, net	~~103~~114,~~729~~790		111,676
Other long-term assets	~~580~~513,~~765~~572		547,518
Total long-term assets	1,~~968~~909,~~437~~657		1,893,546
TOTAL ASSETS	$	3,~~330~~386,~~794~~712	$	3,293,443
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	~~116~~122,~~585~~265	$	114,211
Accrued liabilities	~~416~~488,~~977~~856		502,119
Credit facility	~~579~~455,000		250,000
Current portion of long-term debt	74149,~~994~~997		167,787
Current portion of deferred revenue	3635,~~324~~693		33,799
Total current liabilities	1,~~223~~251,~~880~~811		1,067,916
Long-Term Liabilities:
Deferred income tax liabilities	23,~~088~~724		11,312
Long-term debt, net of current portion	~~449~~374,~~812~~825		449,786
Deferred revenue, net of current portion	31,~~762~~051		26,939
Operating lease liabilities, net of current portion	~~107~~106,~~637~~494		97,836
Other long-term liabilities	5657,~~788~~621		44,341
Total long-term liabilities	~~648~~573,~~087~~715		630,214
Total liabilities	1,~~871~~825,~~967~~526		1,698,130
Commitments, Contingencies and Guarantees (Note 16)
Stockholders’ Equity:
Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: 108,041 shares in 2025 and 107,836 shares in 2024; Outstanding: 80,150 shares in 2025 and 81,604 shares in 2024	10,804		10,784
Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: 108,301 shares in 2025 and 107,836 shares in 2024; Outstanding: 79,999 shares in 2025 and 81,604 shares in 2024	10,830		10,784
Additional paid-in capital	1,~~727~~792,~~410~~787		1,673,863
Deferred stock units: Outstanding: 60 units in 2025 and 60 units in 2024	6,229		5,885
Retained earnings	56,~~869~~143,~~104~~714		5,332,438
Accumulated other comprehensive loss	(7672,950)		(93,645)
Treasury stock, at cost: 27,891 shares in 2025 and 26,232 shares in 2024	(6,077,770)		(5,334,012)
Treasury stock, at cost: 28,303 shares in 2025 and 26,232 shares in 2024	(6,319,424)		(5,334,012)
Total stockholders’ equity	1,~~458~~561,~~827~~186		1,595,313
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,~~330~~386,~~794~~712	$	3,293,443
The accompanying notes are an integral part of these condensed consolidated financial statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)

For the Three Months EndedJune 30,

For the Six Months EndedJune 30,

For the Three Months EndedSeptember 30,

For the Nine Months EndedSeptember 30,

2025

2024

2025

2024

Revenue:

Product revenue

~~657~~656,~~561~~159

~~577~~567,~~272~~987

1,~~230~~886,~~612~~771

1,~~120~~688,~~321~~308

Service revenue

~~451~~449,~~896~~080

~~426~~407,~~306~~556

~~877~~1,~~272~~326,352

~~847~~1,~~352~~254,908

Total revenue

1,~~109~~105,~~457~~239

1975,~~003,578~~543

23,~~107~~213,~~884~~123

12,~~967~~943,~~673~~216

Cost of Revenue:

Cost of product revenue

~~205~~206,~~146~~961

~~180~~176,~~642~~271

~~380~~587,~~678~~639

~~357~~533,~~412~~683

Cost of service revenue

~~209~~214,~~579~~924

203,~~777~~234

~~409~~624,~~095~~019

~~398~~601,~~032~~266

Total cost of revenue

~~414~~421,~~725~~885

~~384~~379,~~419~~505

~~789~~1,~~773~~211,658

~~755~~1,~~444~~134,949

Gross profit

~~694~~683,~~732~~354

~~619~~596,~~159~~038

12,~~318~~001,~~111~~465

1,~~212~~808,~~229~~267

Expenses:

Sales and marketing

~~161~~159,~~107~~157

~~142~~146,~~665~~281

~~317~~476,~~330~~487

~~292~~438,~~118~~399

General and administrative

98105,~~681~~936

~~157~~91,~~243~~887

~~190~~296,~~242~~178

~~249~~341,~~267~~154

Research and development

6163,~~898~~415

5553,~~450~~978

~~120~~184,~~959~~374

~~108~~162,~~085~~063

Total operating expense

~~321~~328,~~686~~508

~~355~~292,~~358~~146

~~628~~957,~~531~~039

~~649~~941,~~470~~616

Income from operations

~~373~~354,~~046~~846

~~263~~303,~~801~~892

~~689~~1,~~580~~044,426

~~562~~866,~~759~~651

Interest expense

(1110,~~321~~655)

(87,~~099~~697)

(1829,~~987~~642)

(1623,~~010~~707)

Interest income

~~627~~580

32,~~354~~714

12,~~843~~423

710,~~786~~500

Income before provision for income taxes

~~362~~344,~~352~~771

~~259~~298,~~056~~909

~~672~~1,~~436~~017,207

~~554~~853,~~535~~444

Provision for income taxes

6870,~~363~~161

5566,~~758~~068

~~135~~205,~~770~~931

~~115~~181,~~658~~726

Net income

~~293~~274,~~989~~610

~~203~~232,~~298~~841

~~536~~811,~~666~~276

~~438~~671,~~877~~718

Earnings per Share:

Basic

3.6643

2.4683

610.6406

58.3012

Diluted

3.6340

2.4480

69.5999

58.2405

Weighted Average Shares Outstanding:

Basic

80,~~413~~096

82,~~630~~304

80,~~864~~605

82,~~863~~675

Diluted

80,~~994~~675

83,~~393~~056

81,~~465~~207

83,~~684~~478

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	For the Three Months EndedJune 30,				For the Six Months EndedJune 30,
	For the Three Months EndedSeptember 30,				For the Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Net income	$	~~293~~274,~~989~~610	$	~~203~~232,~~298~~841	$	~~536~~811,~~666~~276	$	~~438~~671,~~877~~718
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	43(2,~~048~~715)		(726,~~885)~~397		6158,~~149~~434		(271,~~658~~261)
Reclassification adjustment for defined benefit plans included in net income, net of tax of $24 and $46 in 2025 and $10 and 29 in 2024	131		53		247		147
Reclassification adjustment for defined benefit plans included in net income, net of tax of $25 and $71 in 2025 and $21 and $50 in 2024	134		122		381		269
Unrealized gain (loss) on Euro-denominated notes, net of tax expense (benefit) of $(2,380) and $(2,511) in 2025 and $224 and $729 in 2024	(5,952)		718		(8,958)		2,336
Unrealized (loss) on Euro-denominated notes, net of tax (benefit) of $0 and $(2,511) in 2025 and $(957) and $(228) in 2024	—		(3,068)		(8,958)		(732)
Unrealized gain on investments, net of tax expense of $0 in 2024	—		—		—		1
Unrealized gain on investments, net of tax expense of $0 and $0 in 2024	—		—		—		1
Reclassification adjustment on investments included in net income, net of tax expense of $0 and $51 in 2024	—		—		—		163
Unrealized gain (loss) on derivative instruments:
Unrealized gain (loss) on foreign currency exchange contracts, net of tax expense (benefit) of $(5,194) and $(7,767) in 2025 and $844 and $3,096 in 2024	(14,456)		2,298		(19,609)		8,146
Unrealized gain (loss) on foreign currency exchange contracts, net of tax expense (benefit) of $1,553 and $(6,214) in 2025 and $(2,868) and $228 in 2024	4,245		(7,702)		(15,364)		444
Unrealized gain (loss) on cross currency swaps, net of tax expense (benefit) of $(3,253) and $(4,378) in 2025 and $417 and $1,055 in 2024	(10,442)		1,335		(14,047)		3,384
Unrealized gain (loss) on cross currency swaps, net of tax expense (benefit) of $340 and $(4,038) in 2025 and $(1,171) and $(116) in 2024	1,097		(3,754)		(12,950)		(370)
Unrealized gain (loss) on interest rate swap, net of tax expense (benefit) of $55 and $73 in 2025 and $214 and $870 in 2024	175		684		234		2,790
Unrealized gain (loss) on interest rate swap, net of tax expense (benefit) of $(7) and $66 in 2025 and $(560) and $310 in 2024	(20)		(1,793)		214		997
Reclassification adjustments for (gain) loss included in net income, net of tax (expense) benefit of $206 and $(905) in 2025 and $(713) and $(1,183) in 2024	637		(1,987)		(2,321)		(3,284)
Reclassification adjustments for (gain) loss included in net income, net of tax (expense) benefit of $428 and $(477) in 2025 and $(380) and $(1,563) in 2024	1,259		(992)		(1,062)		(4,276)
Unrealized gain (loss) on derivative instruments	~~(24~~6,~~086)~~581		2(14,~~330~~241)		(3529,~~743~~162)		11(3,~~036~~205)
Other comprehensive income (loss), net of tax	134,~~141~~000		(49,~~784)~~210		1620,695		(134,~~975~~765)
Comprehensive income	$	~~307~~278,~~130~~610	$	~~198~~242,~~514~~051	$	~~553~~831,~~361~~971	$	~~424~~666,~~902~~953
The accompanying notes are an integral part of these condensed consolidated financial statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except per share amounts)

(Unaudited)

	Common Stock
	Number of Shares	$0.10 Par Value		Additional Paid-in Capital		Deferred Stock Units		Retained Earnings		Accumulated Other Comprehensive(Loss) Income		Treasury Stock		Total Stockholders’ Equity
Balance December 31, 2024	107,836	$	10,784	$	1,673,863	$	5,885	$	5,332,438	$	(93,645)	$	(5,334,012)	$	1,595,313
Net income	—	—		—		—		242,677		—		—		242,677
Other comprehensive loss, net	—	—		—		—		—		3,554		—		3,554
Repurchases of common stock, net	—	—		—		—		—		—		(415,260)		(415,260)
Common stock issued for share-based compensation plans, including excess tax benefit	80	8		7,135		(29)		—		—		—		7,114
Share-based compensation cost	—	—		14,615		—		—		—		—		14,615
Balance March 31, 2025	107,916	$	10,792	$	1,695,613	$	5,856	$	5,575,115	$	(90,091)	$	(5,749,272)	$	1,448,013
Net income	—	—		—		—		293,989		—		—		293,989
Other comprehensive loss, net	—	—		—		—		—		13,141		—		13,141
Repurchases of common stock, net	—	—		—		—		—		—		(328,498)		(328,498)
Common stock issued for share-based compensation plans, including excess tax benefit	125	12		16,943		373		—		—		—		17,328
Share-based compensation cost	—	—		14,854		—		—		—		—		14,854
Balance June 30, 2025	108,041	$	10,804	$	1,727,410	$	6,229	$	5,869,104	$	(76,950)	$	(6,077,770)	$	1,458,827
Net income	—	—		—		—		274,610		—		—		274,610
Other comprehensive loss, net	—	—		—		—		—		4,000		—		4,000
Repurchases of common stock, net	—	—		—		—		—		—		(241,654)		(241,654)
Common stock issued for share-based compensation plans, including excess tax benefit	260	26		50,944		—		—		—		—		50,970
Share-based compensation cost		—		14,433		—		—		—		—		14,433
Balance September 30, 2025	108,301	$	10,830	$	1,792,787	$	6,229	$	6,143,714	$	(72,950)	$	(6,319,424)	$	1,561,186

	Common Stock
	Number of Shares	$0.10 Par Value		Additional Paid-in Capital		Deferred Stock Units		Retained Earnings		Accumulated Other Comprehensive(Loss) Income		Treasury Stock		Total Stockholders’ Equity
Balance December 31, 2023	107,506	$	10,751	$	1,569,565	$	5,530	$	4,444,571	$	(71,206)	$	(4,474,681)	$	1,484,530
Net income	—	—		—		—		235,579		—		—		235,579
Other comprehensive income, net	—	—		—		—		—		(9,191)		—		(9,191)
Repurchases of common stock, net	—	—		—		—		—		—		(177,192)		(177,192)
Common stock issued for share-based compensation plans, including excess tax benefit	161	16		20,792		(28)		—		—		—		20,780
Share-based compensation cost	—	—		14,392		8		—		—		—		14,400
Balance March 31, 2024	107,667	$	10,767	$	1,604,749	$	5,510	$	4,680,150	$	(80,397)	$	(4,651,873)	$	1,568,906
Net income	—	—		—		—		203,298		—		—		203,298
Other comprehensive income, net	—	—		—		—		—		(4,784)		—		(4,784)
Repurchases of common stock, net	—	—		—		—		—		—		(208,246)		(208,246)
Common stock issued for share-based compensation plans, including excess tax benefit	19	2		4,983		375		—		—		—		5,360
Share-based compensation cost	—	—		15,719		—		—		—		—		15,719
Balance June 30, 2024	107,686	$	10,769	$	1,625,451	$	5,885	$	4,883,448	$	(85,181)	$	(4,860,119)	$	1,580,253
The accompanying notes are an integral part of these condensed consolidated financial statements.


	Common Stock
	Number of Shares	$0.10 Par Value		Additional Paid-in Capital		Deferred Stock Units		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total Stockholders’ Equity
Balance December 31, 2023	107,506	$	10,751	$	1,569,565	$	5,530	$	4,444,571	$	(71,206)	$	(4,474,681)	$	1,484,530
Net income	—	—		—		—		235,579		—		—		235,579
Other comprehensive income, net	—	—		—		—		—		(9,191)		—		(9,191)
Repurchases of common stock, net	—	—		—		—		—		—		(177,192)		(177,192)
Common stock issued for share-based compensation plans, including excess tax benefit	161	16		20,792		(28)		—		—		—		20,780
Share-based compensation cost	—	—		14,392		8		—		—		—		14,400
Balance March 31, 2024	107,667	$	10,767	$	1,604,749	$	5,510	$	4,680,150	$	(80,397)	$	(4,651,873)	$	1,568,906
Net income	—	—		—		—		203,298		—		—		203,298
Other comprehensive income, net	—	—		—		—		—		(4,784)		—		(4,784)
Repurchases of common stock, net	—	—		—		—		—		—		(208,246)		(208,246)
Common stock issued for share-based compensation plans, including excess tax benefit	19	2		4,983		375		—		—		—		5,360
Share-based compensation cost	—	—		15,719		—		—		—		—		15,719
Balance June 30, 2024	107,686	$	10,769	$	1,625,451	$	5,885	$	4,883,448	$	(85,181)	$	(4,860,119)	$	1,580,253
Net income	—	—		—		—		232,841		—		—		232,841
Other comprehensive income, net	—	—		—		—		—		9,210		—		9,210
Repurchases of common stock, net	—	—		—		—		—		—		(225,163)		(225,163)
Common stock issued for share-based compensation plans, including excess tax benefit	19	1		4,994		—		—		—		—		4,995
Share-based compensation cost	—	—		15,918		—		—		—		—		15,918
Balance September 30, 2024	107,705	$	10,770	$	1,646,363	$	5,885	$	5,116,289	$	(75,971)	$	(5,085,282)	$	1,618,054

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the Six Months EndedJune 30,
	For the Nine Months EndedSeptember 30,
	2025		2024
Cash Flows from Operating Activities:
Net income	$	~~536~~811,~~666~~276	$	~~438~~671,~~877~~718
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69106,~~835~~462		6296,~~097~~230
Impairment charge	—		250
Provision for credit losses	45,~~360~~979		35,~~743~~080
Deferred income taxes	699,~~427~~675		(2228,~~021~~870)
Share-based compensation expense	2943,~~469~~902		3046,~~119~~037
Other	13,~~491~~244		~~967~~1,034
Changes in assets and liabilities:
Accounts receivable	(7482,~~889~~586)		(8256,~~981~~087)
Inventories	(42,~~081~~202)		(624,~~213~~756)
Other assets and liabilities	(~~139~~160,~~906~~944)		18(45,~~783~~272)
Accounts payable	(124,~~113~~977)		32,~~802~~347
Deferred revenue	6,~~446~~216		(~~526~~735)
Net cash provided by operating activities	~~423~~826,~~705~~045		~~446~~666,~~897~~976
Cash Flows from Investing Activities:
Purchases of property and equipment	(6495,~~128~~242)		(6391,~~578~~667)
Acquisition of a business	—		(77,000)
Acquisition of intangible assets	(13,350)		—
Proceeds from net investment hedges	890		727
Equity investments	(756)		—
Net cash used by investing activities	(63,238)		(139,851)
Acquisition of a business	—		(76,694)
Proceeds from net investment hedges	1,239		1,142
Net cash used by investing activities	(108,109)		(167,219)
Cash Flows from Financing Activities:
Borrowings under credit facility, net	~~329~~205,000		—
Payments of senior notes	(103,386)		—(75,000)
Repurchases of common stock	(~~738~~979,~~995~~190)		(~~370~~591,~~285~~042)
Proceeds from exercises of stock options and employee stock purchase plans	2475,~~523~~493		2631,~~241~~237
Shares withheld for statutory tax withholding payments on restricted stock	(7,~~094~~179)		(10,~~268~~486)
Net cash used by financing activities	(~~495~~809,~~952~~262)		(~~354~~645,~~312~~291)
Net effect of changes in exchange rates on cash	11,~~813~~226		~~(5,076)~~238
Net decrease in cash and cash equivalents	(~~123~~80,~~672~~100)		(52145,~~342~~296)
Cash and cash equivalents at beginning of period	288,266		453,932
Cash and cash equivalents at end of period	$	~~164~~208,~~594~~166	$	~~401~~308,~~590~~636
Supplemental Cash Flow Information:
Unpaid property and equipment, reflected in accounts payable and accrued liabilities	$	86,~~460~~778	$	810,~~322~~405
The accompanying notes are an integral part of these condensed consolidated financial statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements of IDEXX Laboratories, Inc. and its subsidiaries have been prepared in accordance with U.S. GAAP for interim financial information and with the requirements of Regulation S-X, Rule 10-01 for financial statements required to be filed as a part of this Quarterly Report on Form 10-Q. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “IDEXX,” the “Company,” “we,” “our,” or “us” refer to IDEXX Laboratories, Inc. and its subsidiaries.

The accompanying unaudited condensed consolidated financial statements include the accounts of IDEXX Laboratories, Inc., and our wholly-owned and majority-owned subsidiaries. We do not have any variable interest entities for which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of our management, all adjustments necessary for a fair statement of our financial position and results of operations. All such adjustments are of a recurring nature. The condensed consolidated balance sheet data as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are not necessarily indicative of the results to be expected for the full year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, (the “2024 Annual Report”).

The preparation of our condensed consolidated financial statements requires us to make estimates, judgments, and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues, and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments, assumptions, and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses.

NOTE 2. ACCOUNTING POLICIES

Significant Accounting Policies

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are consistent with those discussed in “Note 2. Summary of Significant Accounting Policies” to the consolidated financial statements in our 2024 Annual Report, and as updated below.

New Accounting Pronouncements Adopted

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.

New Accounting Pronouncements Not Yet Adopted

In ~~November~~September ~~2024~~2025, the FASB issued Accounting Standard Update (ASU) ~~2024~~2025-0306, “~~Disaggregation~~Intangibles of- ~~Income~~Goodwill ~~Statement~~and ~~Expenses”,~~Other to- ~~provide~~Internal-Use ~~disaggregated~~Software ~~disclosures~~(Subtopic of350-40): ~~specific~~Targeted ~~expense~~Improvements ~~categories~~to ~~underlying~~the ~~all~~Accounting ~~relevant~~for ~~income~~Internal-Use ~~statement~~Software” ~~expense~~which ~~line~~amends ~~items~~the onexisting anstandard ~~annual~~related ~~and~~to ~~interim~~accounting ~~basis~~for internal-use software development costs. The ~~disclosure~~amendments ~~requirements~~modernize ~~will~~the berecognition ~~applied~~and oncapitalization aframework ~~prospective~~to ~~basis,~~better align with current software development practices by removing references to project stages and clarify the ~~option~~criteria for capitalization, which begins when (1) management has authorized and committed to ~~apply~~funding the software project, and (2) it ~~retrospectively.~~is ~~The~~probable ~~effective~~that ~~date~~the ~~for~~project will be completed and the ~~standard~~software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, ~~2026~~2027, and for interim periods within ~~fiscal~~those ~~years~~annual ~~beginning~~reporting ~~after December 15~~periods, ~~2027.~~with ~~Early~~early adoption is permitted. We are currently evaluating ~~ASU~~the ~~2024-03~~timing toof ~~determine~~adoption ~~its~~and the impact of this amendment on ~~our~~the consolidated financial statements and related disclosures.

In ~~December~~July ~~2023~~2025, the FASB issued ASU ~~2023~~2025-0905, “~~Income~~Financial ~~Taxes~~Instruments - Credit Losses (Topic ~~740~~326): ~~Improvements~~Measurement toof ~~Income~~Credit ~~Tax~~Losses ~~Disclosures,~~for Accounts Receivable and Contract Assets.” ~~which~~This ~~includes~~amendment ~~amendments~~provides an optional practical expedient to assume that ~~further~~the ~~enhance~~current ~~income~~conditions ~~tax~~as ~~disclosures,~~of ~~primarily~~the ~~through~~balance ~~standardization~~sheet ~~and~~date ~~disaggregation~~will remain unchanged for the remaining life of ~~income~~the ~~tax~~asset ~~rate~~when ~~reconciliation~~estimating ~~categories~~expected credit losses on current accounts receivable and ~~income~~contract ~~taxes~~assets ~~paid~~arising byfrom ~~jurisdiction~~transactions accounted for under Topic ASC 606 - Revenue from Contracts with Customers. The ~~amendments~~amendment ~~are~~is effective for annual reporting periods beginning after December 15, ~~2024~~2025, and ~~may~~interim bereporting ~~applied~~periods ~~either~~within ~~prospectively~~those orannual ~~retrospectively~~reporting periods, with early adoption permitted. We are currently evaluating ~~ASU~~the ~~2023-09~~timing toof ~~determine~~adoption ~~its~~and impact of this amendment on ~~our~~the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”, to provide disaggregated disclosures of specific expense categories underlying all relevant income statement expense line items on an annual and interim basis. The disclosure requirements will apply on a prospective basis, with the option to apply them retrospectively. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are evaluating ASU 2024-03 to determine its impact on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of income tax rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, and may be applied either prospectively or retrospectively. There will be no impact to our consolidated balance sheets or statements of operations; however, we anticipate providing the additional required income tax disclosures within our annual consolidated financial statements that will be included in our Annual Report on Form 10-K for the year ending December 31, 2025.

NOTE 3. REVENUE

Revenues by Product and Service Categories and by Principal Geographic Areas

We present disaggregated revenue for our CAG segment based on major product and service categories. Our Water and LPD segments ~~are~~comprise ~~comprised of~~ a single major product category.

The following table presents revenue by major product and service categories:

(in thousands)

For the Three Months ~~EndedJune~~EndedSeptember 30,

For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,

2025

2024

2025

2024

CAG segment revenue:

CAG Diagnostics recurring revenue:

~~877~~873,~~995~~273

~~808~~783,~~454~~443

12,~~684~~557,~~262~~535

12,~~588~~372,~~598~~041

IDEXX VetLab consumables

~~375~~387,~~112~~813

~~325~~329,~~348~~128

~~719~~1,~~891~~107,704

~~642~~971,~~277~~405

Rapid assay products

~~100~~88,~~240~~638

~~103~~92,~~290~~774

~~184~~272,~~274~~912

~~189~~282,~~605~~379

Reference laboratory diagnostic and consulting services

~~367~~362,~~694~~725

~~347~~328,~~373~~383

~~712~~1,~~100~~074,825

~~691~~1,~~711~~020,094

CAG Diagnostics services and accessories

34,~~949~~097

3233,~~443~~158

67102,~~997~~094

6598,~~005~~163

CAG Diagnostics capital - instruments

5851,~~600~~479

3529,~~292~~528

90142,~~594~~073

6998,~~384~~912

Veterinary software, services and diagnostic imaging systems:

8587,~~848~~782

7879,~~552~~019

~~167~~255,~~423~~205

~~153~~232,~~601~~620

Recurring revenue

6870,~~954~~988

6364,~~117~~644

~~134~~205,~~747~~735

~~122~~187,~~817~~461

Systems and hardware

16,~~894~~794

1514,~~435~~375

3249,~~676~~470

3045,~~784~~159

CAG segment revenue

1,~~022~~012,~~443~~534

~~922~~891,~~298~~990

12,~~942~~954,~~279~~813

12,~~811~~703,~~583~~573

Water segment revenue

5154,~~001~~297

4650,~~726~~162

96150,~~322~~619

89139,~~797~~959

LPD segment revenue

3133,~~762~~944

3028,~~306~~992

6094,~~358~~302

5887,~~511~~503

Other segment revenue

4,~~251~~464

4,~~248~~399

813,~~925~~389

712,~~782~~181

Total revenue

1,~~109~~105,~~457~~239

1975,~~003,578~~543

23,~~107~~213,~~884~~123

12,~~967~~943,~~673~~216

The following table presents revenue by principal geographic area, based on customers’ domiciles:

(in thousands)

For the Three Months ~~EndedJune~~EndedSeptember 30,

For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,

2025

2024

2025

2024

United States

~~717~~705,~~869~~040

~~660~~638,~~146~~058

12,~~372~~077,~~730~~770

1,~~291~~929,~~155~~213

Europe, the Middle East and Africa

~~233~~245,~~271~~061

~~200~~198,~~689~~605

~~437~~682,~~818~~879

~~400~~599,~~520~~125

Asia Pacific Region

8990,~~298~~724

80,~~435~~972

~~171~~261,~~031~~755

~~156~~237,~~739~~711

Canada

4641,~~691~~377

4036,~~992~~927

83125,~~991~~368

77114,~~703~~630

Latin America & Caribbean

2223,~~328~~037

2120,~~316~~981

4265,~~314~~351

4162,~~556~~537

Total revenue

1,~~109~~105,~~457~~239

1975,~~003,578~~543

23,~~107~~213,~~884~~123

12,~~967~~943,~~673~~216

Contracts with Multiple Performance Obligations

We enter into arrangements with multiple performance obligations where customers purchase a combination of IDEXX products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires significant judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services. 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 arrangements.

We allocate revenue to each performance obligation in proportion to the relative standalone selling prices, and recognize revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the promised product or service when sold separately. When standalone selling prices for our products or services are not directly observable, we determine the standalone selling prices using relevant information available and apply suitable estimation methods including, but not limited to, the cost plus a margin approach. We recognize revenue as each performance obligation is satisfied, either at a point in time or over time. We do not disclose information about remaining performance obligations that are part of arrangements with an original expected duration of one year or less.

The following customer arrangements represent our most significant customer contracts that contain multiple performance obligations:

Customer Commitment Arrangements. We offer customers incentives upon entering into multi-year arrangements to purchase minimum annual amounts of products and services.

Free or Discounted Instruments and Systems. Many of our customer commitment arrangements, such as our IDEXX 360 program, provide customers with free or discounted instruments or systems upon entering into multi-year arrangements to purchase minimum annual 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 reclassified to accounts receivable when customers are billed for products and services over the term of the arrangement. We have determined that these arrangements do not include a significant financing component.

On December 31, 2024, our contract assets were $246.3 million, of which approximately $1315.05 million and $3247.27 million were reclassified to accounts receivable when customers were billed for related products and services during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Furthermore, as a result of new placements under commitment arrangements, net of subsequent amounts reclassified to accounts receivable, and allowances established for credit losses, our contract assets were $~~274~~288.87 million as of ~~June~~September 30, 2025. We monitor customer purchases over the term of their arrangement to assess the realizability of our contract assets and review estimates of variable consideration. Impairments and revenue adjustments that relate to performance obligations satisfied in prior periods, including cumulative catch-up adjustments to revenue arising from contract modifications, during the three and ~~six~~nine months ended ~~June~~September 30, 2025, were not material.

Up-Front Consideration Paid to Customers. We provide customers with incentives in the form of IDEXX Points upon entering into multi-year arrangements to purchase minimum annual 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 in the form of IDEXX Points or, from time to time, cash, 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. To the extent invoiced instrument revenue exceeds recognized instrument revenue, we record deferred revenue as a contract liability, which is subsequently recognized upon the purchase of products and services over the term of the contract. We have determined these arrangements do not include a significant financing component.

On December 31, 2024, our capitalized consideration paid to customers was $196.6 million, of which approximately $15.82 million and $3247.35 million were recognized as a reduction of revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Furthermore, as a result of new payments to customers, net of subsequent recognition, our capitalized consideration paid to customers was $~~217~~237.73 million as of ~~June~~September 30, 2025. We monitor customer purchases over the term of their arrangement to assess the realizability of our capitalized consideration paid to customers and review estimates of variable consideration. Impairments and revenue adjustments that relate to performance obligations satisfied in prior periods, including cumulative catch-up adjustments to revenue arising from contract modifications, during the three and nine months ended September 30, 2025, were not material.

realizability of our capitalized consideration paid to customers and review estimates of variable consideration. Impairments and revenue adjustments that relate to performance obligations satisfied in prior periods, including cumulative catch-up adjustments to revenue arising from contract modifications, during the three and six months ended June 30, 2025, were not material.

Rebate Arrangements. 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. Rebate incentives are typically offered in multi-year arrangements that include customer commitments to purchase minimum annual amounts of products and services, or, to a lesser extent, are sometimes offered without future purchase commitments. 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.

On December 31, 2024, our deferred revenue related to rebate and up-front consideration arrangements was $30.0 million, of which approximately $2.65 million and $57.49 million were recognized when customers purchased eligible products and services during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Furthermore, as a result of new customer purchases under rebate and up-front consideration arrangements, net of subsequent recognition, our deferred revenue was $3534.16 million as of ~~June~~September 30, 2025, of which approximately 168%, 2829%, 2325%, 1618%, and 1720% are expected to be recognized during the remainder of 2025, the full years 2026, 2027, 2028, and thereafter, respectively.

For our customer commitment arrangements, we estimate future revenues related to multi-year arrangements to be approximately $4.7 billion, of which approximately 147%, 2627%, 2324%, 1921%, and 1821% are expected to be recognized during the remainder of 2025, the full years 2026, 2027, 2028, and thereafter, respectively. These future revenues relate to performance obligations not yet satisfied, for which customers have committed to future purchases, net of the expected revenue reductions from consideration paid to customers and expected price adjustments, and as a result, are lower than stated contractual commitments by our customers.

Instrument Rental Arrangements. Revenues from instrument rental and reagent rental arrangements are recognized either as operating leases on a ratable basis over the term of the arrangement or as sales-type leases at the time of installation and customer acceptance. Customers typically pay for the right to use instruments under rental arrangements in equal monthly amounts over the term of the rental arrangement. For some arrangements, customers are provided with the right to purchase the instrument at the end of the lease term. Our reagent rental arrangements provide customers the right to use our instruments upon entering into multi-year arrangements to purchase minimum annual amounts of consumables. These types of arrangements include an embedded lease for the right to use our instrument, and we determine the amount of lease revenue allocated to the instrument based on relative standalone selling prices. Lease revenues are presented in product revenue on our consolidated income statement. Lease revenues were approximately $3.7 million and $7.0 million for the three and six months ended June 30, 2025, respectively, compared to $3.3 million and $7.2 million and for the three and six months ended June 30, 2024, respectively, including both operating leases and sales-type leases.

Sales-type Reagent Rental Arrangements. Our reagent rental arrangements that effectively transfer control of instruments to our customers are classified as sales-type leases, and we recognize instrument revenue and cost in advance of billing the customer, at the time of installation and customer acceptance. Our right to future consideration related to instrument revenue is recorded as a lease receivable within other current and long-term assets, and is reclassified to accounts receivable when customers are billed for products and services over the term of the arrangement. On December 31, 2024, our lease receivable assets were $19.0 million, of which approximately $1.3 million and $2.7 million were reclassified to accounts receivable when customers were billed for related products and services during the three and six months ended June 30, 2025, respectively. Furthermore, as a result of new placements under sales-type reagent rental arrangements, net of subsequent amounts reclassified to accounts receivable, and allowances established for credit losses, our lease receivable assets were $18.6 million as of June 30, 2025. The impacts of discounting and unearned income as of June 30, 2025, were not material. Profit and loss recognized at the commencement date and interest income during the three and six months ended June 30, 2025, were not material. We monitor 12

annual amounts of consumables. These types of arrangements include an embedded lease for the right to use our instrument, and we determine the amount of lease revenue allocated to the instrument based on relative standalone selling prices. Lease revenues are presented in product revenue on our consolidated income statement. Lease revenues were approximately $4.8 million and $11.8 million for the three and nine months ended September 30, 2025, respectively, compared to $3.5 million and $10.6 million and for the three and nine months ended September 30, 2024, respectively, including both operating leases and sales-type leases.

Sales-type Reagent Rental Arrangements. Our reagent rental arrangements that effectively transfer control of instruments to our customers are classified as sales-type leases, and we recognize instrument revenue and cost in advance of billing the customer, at the time of installation and customer acceptance. Our right to future consideration related to instrument revenue is recorded as a lease receivable within other current and long-term assets, and is reclassified to accounts receivable when customers are billed for products and services over the term of the arrangement. On December 31, 2024, our lease receivable assets were $19.0 million, of which approximately $1.3 million and $4.0 million were reclassified to accounts receivable when customers were billed for related products and services during the three and nine months ended September 30, 2025, respectively. Furthermore, as a result of new placements under sales-type reagent rental arrangements, net of subsequent amounts reclassified to accounts receivable, and allowances established for credit losses, our lease receivable assets were $18.2 million as of September 30, 2025. The impacts of discounting and unearned income as of September 30, 2025, were not material. Profit and loss recognized at the commencement date and interest income during the three and nine months ended September 30, 2025, were not material. We monitor customer purchases over the term of their arrangement to assess the realizability of our lease receivable assets. Impairments during the three and ~~six~~nine months ended ~~June~~September 30, 2025, were not material.

Operating-type Reagent Rental Arrangements. Our reagent rental arrangements that do not effectively transfer control of instruments to our customers are classified as operating leases, and we recognize instrument revenue and costs ratably over the term of the arrangement. The cost of the instrument is capitalized within property and equipment. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we transferred instruments of $21.8 million and $67.19 million, respectively, compared to $3.29 million and $610.65 million during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, from inventory to property and equipment.

We estimate future revenue to be recognized related to our reagent rental arrangements of approximately $7275.36 million, of which approximately 147%, 2624%, 2221%, 1918%, and 1930% are expected to be recognized during the remainder of 2025, and the full years 2026, 2027, 2028, and thereafter, respectively. These future revenues relate to performance obligations not yet satisfied for which customers have committed to future purchases, net of expected price adjustments, and as a result, may be lower than stated contractual commitments by our customers.

Deferred Extended Warranties and Post-Contract Support Revenue

On December 31, 2024, our deferred revenue related to extended warranties and post-contract support was $25.2 million, of which approximately $1.43 million and $1718.47 million were recognized during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Furthermore, as a result of new arrangements, our deferred revenue related to extended warranties and post-contract support was $26.3 million at ~~June~~September 30, 2025. We do not disclose information about remaining performance obligations that are part of contracts with an original expected duration of one year or less, and do not adjust for the effect of the financing components when the period between customer payment and revenue recognition is one year or less. Deferred revenue related to extended warranties and post-contract support with an original duration of more than one year was $9.10 million at ~~June~~September 30, 2025, of which approximately 2211%, 3740%, 2326%, 1113%, and 710% are expected to be recognized during the remainder of 2025, and the full years 2026, 2027, 2028, and thereafter, respectively. We have determined these arrangements do not include a significant financing component.

Costs to Obtain a Contract

On December 31, 2024, our deferred commission costs, included within other current and long-term assets, were $22.0 million, of which approximately $1.87 million and $35.63 million of commission expense were recognized during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Furthermore, as a result of commissions related to new extended warranties and SaaS subscriptions, net of subsequent recognition, our deferred commission costs were $21.5 million at ~~June~~September 30, 2025. Impairments of deferred commission costs during the three and ~~six~~nine months ended ~~June~~September 30, 2025, were not material.

NOTE 4. ACQUISITIONS, ASSET PURCHASES AND INVESTMENTS

We believe that our acquisitions of businesses and other assets enhance our existing businesses by either expanding our geographic range, customer base, or existing product and service lines. From time to time, we acquire businesses that we account for as either asset purchases or business combinations, and noncontrolling minority interests in business entities, which we recognize asunder either the equity ~~investments~~or cost method, in accordance with our policy.

Asset Purchase

On September 8, 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. The customer relationship intangible has an estimated life of 10 years. The revenue associated with the acquired customer relationships has been included in our CAG segment since the acquisition date.

Business Combinations

During the first quarter of 2024, we acquired the assets of a privately-owned software and data platform business based in the U.S. that extended our practice management system cloud-native workflow and delivers strategic data solutions to our customers and their clients, for approximately $81.1 million, including a contingent payment valued at $4.4 million at the time of purchase. The fair values and the lives of the assets and liabilities acquired were as follows: completed technology of $17.1 million, with a life of 6 years; customer relationship intangibles of $12.5 million, with a life of 10 years; a non-compete agreement of $4.7 million, with a life of 5 years; and a trademark of $0.7 million, with a life of 10 years. We also recognized goodwill of $45.8 million, which represents synergies with our software business, and $0.3 million of net tangible assets, including accounts receivable. 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 results of operations have been included in our CAG segment since the acquisition date. The acquisition expenses were not significant.

NOTE 5. SHARE-BASED COMPENSATION

The fair value of options, restricted stock units, deferred stock units, performance-based restricted stock units, and employee stock purchase rights awarded during the three and ~~six~~nine months ended ~~June~~September 30, 2025, totaled $32.40 million and $6870.2 million, respectively, compared to $41.62 million and $7071.24 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The total unrecognized compensation expense, net of estimated forfeitures, for unvested share-based compensation awards outstanding as of ~~June~~September 30, 2025, was $9480.79 million, which will be recognized over a weighted average period of approximately 1.75 years. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we recognized share-based compensation expenses of $14.94 million and $2943.59 million, respectively, compared to $15.79 million and $3046.10 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

We determine the assumptions used in the valuation of option awards as of the date of grant. Differences in the expected stock price volatility, expected term, or risk-free interest rate may necessitate distinct valuation assumptions at each grant date. As such, we may use different assumptions for options granted throughout the year. Option awards are granted with an exercise price equal to or greater than the closing market price of our common stock at the date of grant. We have never paid any cash dividends on our common stock, and we have no intention to pay such a dividend at this time; therefore, we assume that no dividends will be paid over the expected terms of option awards.

	For the Six Months EndedJune 30,
	2025			2024
Expected stock price volatility	33		%	32		%
Expected term, in years	7.3			7.0
Risk-free interest rate	4.5		%	4.3		%
Weighted average fair value of options granted	$	206.58		$	239.64

The weighted averages of the valuation assumptions used to determine the fair value of each option award on the date of grant and the weighted average estimated fair values were as follows:


	For the Nine Months Ended September 30,
	2025			2024

Expected stock price volatility	33		%	32		%
Expected term, in years	7.3			7.0
Risk-free interest rate	4.5		%	4.3		%
Weighted average fair value of options granted	$	206.80		$	239.49

NOTE 6. CREDIT LOSSES

We are exposed to credit losses primarily through ~~our~~ sales of products and services to our customers. We maintain allowances for credit losses for potentially uncollectible receivables. We base our estimates on a detailed analysis of specific customer situations and a percentage of our accounts receivable by aging category. Additionally, our estimates are developed based on historical credit loss experience, estimates of recoveries, current economic conditions, and future expectations.

We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. We monitor our ongoing credit exposure through active review of counterparty balances against contract terms and due dates. We may require collateralized asset support or a prepayment to mitigate credit risk. Our activities include timely account reconciliations, dispute resolution, and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. Historically, we have experienced low credit loss rates on our accounts receivables, customer commitment programs and lease receivables. Additional allowances may be required if either the financial condition of our customers was to deteriorate, or a strengthening U.S. dollar impacts the ability of foreign customers to make payments to us on their U.S. dollar-denominated purchases.

Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers.

Accounts Receivable

The allowance for credit losses associated with accounts receivable was $1211.27 million and $12.6 million as of ~~June~~September 30, 2025, and December 31, 2024, respectively. The amount of accounts receivable reflected on the balance sheet is net of this allowance. Based on an aging analysis, as of ~~June~~September 30, 2025, approximately 88% of our accounts receivable had not yet reached the invoice due date, and approximately 12% were considered past due. As of December 31, 2024, approximately 85% of our accounts receivable had not yet reached the invoice due date, and approximately 15% were considered past due.

Contract Assets and Lease Receivables

The allowance for credit losses associated with contract assets and lease receivables was $78.60 million and $6.8 million as of ~~June~~September 30, 2025, and December 31, 2024, respectively. The assets reflected on the balance sheet are net of these allowances.

NOTE 7. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The components of inventories were as follows:

(in thousands)	~~June~~September 30, 2025		December 31, 2024
Raw materials	$	~~104~~102,~~061~~497	$	104,195
Work-in-process	3533,~~111~~972		31,907
Finished goods	~~253~~255,~~412~~095		245,775
Inventories	$	392,584	$	381,877
Total inventories	$	391,564	$	381,877

NOTE 8. LEASE COMMITMENTS

Maturities of operating lease liabilities were as follows:

(in thousands)	~~June~~September 30, 2025
2025 (remainder of year)	$	145,~~493~~955
2026	3234,~~735~~203
2027	2729,~~271~~090
2028	2122,~~004~~846
2029	1618,~~903~~148
Thereafter	4243,~~678~~247
Total lease payments	~~155~~153,~~084~~489
Less imputed interest	(2120,~~619~~348)
Total operating lease liabilities (current and long-term)	$	133,~~465~~141

Supplemental cash flow information for leases was as follows:

(in thousands)	For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,
	2025		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	1624,~~125~~804	$	1321,~~700~~398
Right-of-use assets obtained in exchange for operating lease obligations, net of earlylease terminations (1)	$	2228,~~602~~717	$	1722,~~137~~331

(1) Additions for the ~~six~~nine months ended ~~June~~September 30, 2024, include $1.0 million of right-of-use assets obtained in connection with a business acquisition in the first quarter of 2024.

1416

NOTE 9. OTHER CURRENT AND LONG-TERM ASSETS

Other Current Assets

Other current assets consisted of the following:

(in thousands)	~~June~~September 30, 2025		December 31, 2024
Contract assets, net (1)	$	67,908	$	60,751
Taxes receivable	$	76,132	$	26,990
Consideration paid to customers	66,690		61,653
Contract assets, net (1)	71,953		60,751
Prepaid expenses	46,221		58,626
Consideration paid to customers	70,010		61,653
Taxes receivable	34,995		26,990
Prepaid expenses	60,815		58,626
Other assets	2831,~~802~~534		48,159
Total other current assets	$	~~244~~310,~~616~~444	$	256,179

(1) Contract assets, net, are net of allowances for credit losses. Refer to "Note 6. Credit Losses."

Other Long-Term Assets

Other long-term assets consisted of the following:

(in thousands)	~~June~~September 30, 2025		December 31, 2024
Contract assets, net (1)	$	~~206~~216,~~881~~778	$	185,506
Consideration paid to customers	~~151~~167,~~026~~256		134,896
Deferred income taxes	125,021		125,630
Equity investments	31,760		31,004
Equity investments	31,004		31,004
Deferred income taxes	31,497		125,630
Investments in long-term product supply arrangements	27,~~298~~305		26,714
Other assets	3938,~~535~~976		43,768
Total other long-term assets	$	~~580~~513,~~765~~572	$	547,518

(1) Contract assets, net, are net of allowances for credit losses. Refer to "Note 6. Credit Losses."

NOTE 10. ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Accounts Payable - Supplier Financing Program

We have an agreement with a third party to provide a supplier financing program, which facilitates participating suppliers’ ability to finance payment obligations from us with a designated third-party financial institution. Participating suppliers may, at their sole discretion, make offers to finance one or more of our payment obligations prior to their scheduled due dates at a discounted price. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The terms of payments are consistent with the terms of our trade payables. Activity related to the obligations is presented within operating activities on the unaudited condensed consolidated statements of cash flows. The changes in our outstanding payment obligations under this arrangement, which are included in accounts payable on the unaudited condensed consolidated balance sheets, were as follows:

(in thousands)	For the Three Months ~~EndedJune~~EndedSeptember 30,				For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,
	2025		2024		2025		2024
Payment obligations outstanding at the beginning of the period	$	87,~~661~~237	$	108,~~400~~747	$	5,967	$	9,057
Payment obligations additions during the period	1415,~~834~~648		1011,~~256~~725		2945,~~828~~476		2335,~~324~~049
Payment obligations settled during the period	(1615,~~258~~640)		(1114,~~909~~968)		(2844,~~558~~198)		(2338,~~634~~602)
Payment obligations outstanding at the end of the period	$	7,~~237~~245	$	85,~~747~~504	$	7,~~237~~245	$	85,~~747~~504

1517

Accrued Liabilities

Accrued liabilities consisted of the following:

(in thousands)	~~June~~September 30, 2025		December 31, 2024
Accrued employee compensation and related expenses	$	~~140~~192,~~920~~517	$	174,583
Accrued expenses	9094,~~045~~110		165,550
Accrued customer incentives and refund obligations	84,970		78,195
Accrued taxes	89,197		62,252
Accrued taxes	75,214		62,252
Accrued customer incentives and refund obligations	86,385		78,195
Current lease liabilities	2526,~~828~~647		21,539
Total accrued liabilities	$	~~416~~488,~~977~~856	$	502,119

Other Long-Term Liabilities

Other long-term liabilities consisted of the following:

(in thousands)	~~June~~September 30, 2025		December 31, 2024
Accrued taxes	$	14,~~112~~780	$	20,898
Other accrued long-term expenses	42,~~676~~841		23,443
Total other long-term liabilities	$	5657,~~788~~621	$	44,341

NOTE 11. DEBT

Credit Facility

At ~~June~~September 30, 2025, we had $~~579~~455.0 million in outstanding borrowings under ~~our~~the Credit Facility, of which $250.0 million is under the Term Loan, and $~~329~~205.0 million is under ~~our~~the revolving credit facility, with a weighted average effective interest rate for the nine months ended September 30, 2025, on the total outstanding borrowings of 5.3%, excluding any impact of our interest rate swap. At December 31, 2024, we had $250.0 million outstanding under ~~our~~the Credit Facility, all of which was under the $250.0 million Term Loan, with a full year weighted average effective interest rate of 6.2%, excluding any impact of our interest rate swap. At ~~June~~September 30, 2025, we had remaining borrowing availability of $~~669~~793.12 million under our $1.25 billion Credit Facility. The funds available under the Credit Facility reflect a reduction due to the issuance of letters of credit, which were ~~issued~~ primarily in connection with our workers’ compensation insurance policy, for $1.98 million.

The applicable interest rate for the Credit Facility is calculated at a per annum rate equal to either (at our option) (i) a prime rate plus a margin ranging from 0.0% to 0.375% based on our consolidated leverage ratio, (ii) an adjusted term SOFR rate, plus 0.10%, plus a margin ranging from 0.875% to 1.375% based on our consolidated leverage ratio, or (iii) an adjusted daily simple SOFR rate, plus 0.10%, plus a margin ranging from 0.875% to 1.375% based on our consolidated leverage ratio. In March 2023, we entered into an interest rate swap contract to manage the economic effect of $250.0 million of variable interest borrowings under ~~our~~the Credit Facility. Refer to “Note 19. Hedging Instruments” for a discussion of our derivative instruments and hedging activity.

The Credit Facility contains affirmative, negative, and financial covenants customary for financings of this type. The negative covenants include restrictions on liens, indebtedness of subsidiaries of the Company, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation, amortization, and share-based compensation, which is defined as the consolidated leverage ratio under the terms of the Credit Facility, not to exceed 3.5-to-1. As of ~~June~~September 30, 2025, we were in compliance with the covenants of the Credit Facility.

1618

Senior Notes

The following describes all of our currently outstanding unsecured senior notes issued and sold in private placements (collectively, the “Senior Notes”) as of September 30, 2025:



(Principal Amount in thousands)
Issue Date	Due Date	Series	Principal Amount		Coupon Rate		Senior Notes Agreement

12/11/2013	12/11/2025	2025 Series B Notes	$	75,000	4.04	%	NY Life 2013 Note Agreement
9/4/2014	9/4/2026	2026 Senior Notes	$	75,000	3.72	%	NY Life 2014 Note Agreement
2/12/2015	2/12/2027	2027 Series B Notes	$	75,000	3.72	%	MetLife 2014 Note Agreement
3/14/2019	3/14/2029	2029 Series C Notes	$	100,000	4.19	%	MetLife 2014 Note Agreement
4/2/2020	4/2/2030	MetLife 2030 Series D Notes	$	125,000	2.50	%	MetLife 2014 Note Agreement
4/14/2020	4/14/2030	Prudential 2030 Series D Notes	$	75,000	2.50	%	Prudential 2015 Amended Agreement

On June 18, 2025, we repaid the aggregate principal amount of our 2025 Series C Notes for €88.9 million (US$103.4 million) at maturity.

The Senior Note Agreements contain affirmative, negative, and financial covenants customary for agreements of this type. The negative covenants include restrictions on liens, indebtedness of our subsidiaries, priority indebtedness, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation, amortization, and share-based compensation, as defined in the Senior Note Agreements, not to exceed 3.5-to-1. As of ~~June~~September 30, 2025, we were in compliance with the covenants of the Senior Note Agreements.

NOTE 12. REPURCHASES OF COMMON STOCK

We primarily acquire shares of our common stock by repurchases in the open market. We also acquire shares that are surrendered by employees in payment for the statutory withholding taxes due on the vesting of restricted stock units and the settlement of deferred stock units, otherwise referred to herein as employee surrenders. We issue shares of treasury stock upon the vesting of certain restricted stock units and upon the exercise of certain stock options. The Inflation Reduction Act of 2022 imposed a ~~nondeductible~~ 1% excise tax on the net value of certain stock repurchases, which is included in the cost of treasury stock acquired in open market repurchases. The number of shares of treasury stock issued during the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, was not material.

The following table is a summary of our open market common stock repurchases, reported on a trade date basis, and shares acquired through employee surrenders:

(in thousands, except per share amounts)	For the Three Months ~~EndedJune~~EndedSeptember 30,				For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,
	2025		2024		2025		2024
Shares repurchased in the open market	~~713~~411		~~415~~459		12,~~644~~055		~~718~~1,177
Shares acquired through employee surrenders for statutory tax withholding	2—		—1		16		1819
Total shares repurchased	~~715~~411		~~415~~460		12,~~660~~071		~~736~~1,196
Cost of shares repurchased in the open market	$	~~327~~241,~~530~~568	$	~~208~~224,~~169~~945	$	~~736~~978,~~745~~313	$	~~375~~600,~~271~~216
Cost of shares for employee surrenders	~~970~~85		79218		7,~~094~~179		10,~~268~~486
Total cost of shares	$	~~328~~241,~~500~~653	$	~~208~~225,~~248~~163	$	~~743~~985,~~839~~492	$	~~385~~610,~~539~~702
Average cost per share - open market repurchases	$	~~458~~587.9650	$	~~501~~490.4423	$	~~448~~475.0292	$	~~522~~509.3281
Average cost per share - employee surrenders	$	~~513~~647.4608	$	~~496~~465.9527	$	~~452~~454.8446	$	~~560~~557.0164
Average cost per share - total	$	~~459~~587.1052	$	~~501~~490.4420	$	~~448~~475.0776	$	~~523~~510.2657

1719

NOTE 13. INCOME TAXES

Our effective income tax rates were 1820.94% and 20.2% for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to 2122.51% and 2021.93% for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The decrease in our effective tax rate for the three months ended ~~June~~September 30, 2025, compared to the same period during the prior year, was primarily due to an increase in tax benefits related to share-based compensation, ~~and~~partially ~~the~~offset ~~resolution~~by a reduction in our U.S. tax benefit associated with Foreign-Derived Intangible Income as a result of ~~international~~accelerating our research and development deductions as allowed by recent U.S. tax ~~audits~~law changes. The decrease in our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period during the prior year, was primarily driven by the increase in tax benefits related to share-based compensation and the resolution of international tax audits, partially offset by the impacts related to recent U.S. tax law changes.

The effective tax ~~rates~~rate for the three and ~~six~~nine months ended ~~June~~September 30, 2025, ~~were~~was lower than the U.S. federal statutory tax rate of 21% primarily due to tax benefits from share-based compensation ~~and the resolution of international tax audits~~, partially offset by U.S. state taxes.

Cash paid for income taxes, net of refunds, during the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, ~~were~~was $~~137~~150.41 million and $90233.91 million, respectively. The reduction in income taxes paid during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to the acceleration of our research and development deductions as allowed by recent U.S. tax law changes.

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in Accumulated Other Comprehensive Income (“AOCI”), net of tax, consisted of the following:

	For the Six Months Ended June 30, 2025
	For the Nine Months Ended September 30, 2025
	Unrealized Gain (Loss) on Cash Flow Hedges, Net of Tax				Unrealized Gain (Loss)on Net Investment Hedges, Net of Tax
(in thousands)	Foreign Currency Exchange Contracts		Interest Rate Swap		Euro-Denominated Notes		Cross Currency Swaps		Defined Benefit Plans, Net of Tax		Cumulative Translation Adjustment		Total
Balance as of December 31, 2024	$	12,785	$	542	$	6,451	$	7,409	$	(3,908)	$	(116,924)	$	(93,645)
Other comprehensive (loss) income before reclassifications	(19,609)		234		(8,958)		(14,047)		—		61,149		18,769
Other comprehensive income (loss) income before reclassifications	(15,364)		214		(8,958)		(12,950)		—		58,434		21,376
Reclassified from accumulated other comprehensive income	(~~1,817~~346)		(~~504~~716)		—		—		~~247~~381		—		(~~2,074~~681)
Balance as of June 30, 2025	$	(8,641)	$	272	$	(2,507)	$	(6,638)	$	(3,661)	$	(55,775)	$	(76,950)
Balance as of September 30, 2025	$	(2,925)	$	40	$	(2,507)	$	(5,541)	$	(3,527)	$	(58,490)	$	(72,950)

	For the Six Months Ended June 30, 2024
	For the Nine Months Ended September 30, 2024
			Unrealized Gain (Loss) on Cash Flow Hedges, Net of Tax				Unrealized Gain (Loss)on Net Investment Hedges, Net of Tax
(in thousands)	Unrealized Loss on Investments,Net of Tax		Foreign Currency Exchange Contracts		Interest Rate Swap		Euro-Denominated Notes		Cross Currency Swaps		Defined Benefit Plans, Net of Tax		Cumulative Translation Adjustment		Total
Balance as of December 31, 2023	$	(164)	$	(2,397)	$	1,106	$	2,346	$	1,428	$	(3,559)	$	(69,966)	$	(71,206)
Other comprehensive income (loss) before reclassifications	1		~~8,146~~444		~~2,790~~997		~~2,336~~(732)		~~3,384~~(370)		—		(271,~~658~~261)		(~~11,001~~921)
Reclassified from accumulated other comprehensive income	163		(12,~~808~~144)		(12,~~476~~132)		—		—		~~147~~269		—		(23,~~974~~844)
Balance as of June 30, 2024	$	—	$	3,941	$	2,420	$	4,682	$	4,812	$	(3,412)	$	(97,624)	$	(85,181)
Balance as of September 30, 2024	$	—	$	(4,097)	$	(29)	$	1,614	$	1,058	$	(3,290)	$	(71,227)	$	(75,971)

1821

The following table presents components and amounts reclassified out of AOCI to net income:

(in thousands)	Affected Line Item in the Statements of Income	Amounts Reclassified from AOCI For the Three Months Ended ~~June~~September 30,				Amounts Reclassified from AOCI For the ~~Six~~Nine Months Ended ~~June~~September 30,
		2025		2024		2025		2024
Foreign currency exchange contracts	Cost of revenue	$	(1,~~180~~965)	$	~~1,721~~512	$	~~2,565~~600	$	23,~~531~~043
	Provision for income taxes	~~286~~494		(~~480~~176)		(~~748~~254)		(~~723~~899)
	(Loss) gain, net of tax	$	(~~894~~1,471)	$	~~1,241~~336	$	~~1,817~~346	$	12,~~808~~144
Interest rate swap contracts	Interest expense	$	~~337~~278	$	~~979~~860	$	~~661~~939	$	12,~~936~~796
	Provision for income taxes	(8066)		(~~233~~204)		(~~157~~223)		(~~460~~664)
	Gain, net of tax	$	~~257~~212	$	~~746~~656	$	~~504~~716	$	12,~~476~~132
Investments	General and administrative expense	$	—	$	—	$	—	$	(214)
	Provision for income taxes	—		—		—		51
	Loss, net of tax	$	—	$	—	$	—	$	(163)
Defined benefit plans	Cost of revenue and operating expenses	$	(~~155~~159)	$	(63143)	$	(~~293~~452)	$	(~~176~~319)
	Provision for income taxes	2425		1021		4671		2950
	Loss, net of tax	$	(~~131~~134)	$	(53122)	$	(~~247~~381)	$	(~~147~~269)

NOTE 15. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to our stockholders by the weighted average number of shares of common stock and vested deferred stock units outstanding during the period. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and assumed issuance of unvested restricted stock units and unvested deferred stock units using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the total unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase our common stock at the average market price during the period. Vested deferred stock units outstanding are included in shares outstanding for basic and diluted earnings per share because the associated shares of our common stock are issuable for no cash consideration, the number of shares of our common stock to be issued is fixed, and issuance is not contingent. Refer to “Note 5. Share-Based Compensation” to the consolidated financial statements in our 2024 Annual Report for additional information regarding deferred stock units.

The following is a reconciliation of weighted average shares outstanding for basic and diluted earnings per share:

(in thousands)

For the Three Months ~~EndedJune~~EndedSeptember 30,

For the ~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,

2025

2024

2025

2024

Shares outstanding for basic earnings per share

80,~~413~~096

82,~~630~~304

80,~~864~~605

82,~~863~~675

Shares outstanding for diluted earnings per share:

Shares outstanding for basic earnings per share

80,~~413~~096

82,~~630~~304

80,~~864~~605

82,~~863~~675

Dilutive effect of share-based payment awards

~~581~~579

~~763~~752

~~601~~602

~~821~~803

80,994

83,393

81,465

83,684

80,675

83,056

81,207

83,478

1922

Certain awards and options to acquire shares have been excluded from the calculation of weighted average shares outstanding for diluted earnings per share because they were anti-dilutive. The following table presents information concerning those anti-dilutive awards and options:

(in thousands)	For the Three Months ~~EndedJune~~EndedSeptember 30,		For the ~~Six~~Nine Months Ended ~~June~~September 30,
	2025	2024	2025	2024
Weighted average number of shares underlying anti-dilutive awards	352	7039	1	5340
Weighted average number of shares underlying anti-dilutive options	~~587~~236	~~474~~481	~~563~~551	~~440~~460

NOTE 16. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Commitments

Refer to “Note 8. Lease Commitments” for more information regarding our lease commitments.

Contingencies

We are subject to claims that may arise in the ordinary course of business, including with respect to actual and threatened litigation and other matters. We accrue for loss contingencies when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. However, the results of legal actions cannot be predicted with certainty, and therefore our actual losses with respect to these contingencies could exceed our accruals. As of ~~June~~September 30, 2025, our accruals with respect to actual and threatened litigation were not material.

In 2018, a lawsuit was filed against us involving an alleged breach of contract for underpayment of royalty payments made from 2004 through 2017 under an expired patent license agreement. On April 17, 2025, we paid a judgment in the amount of approximately $80 million, which was accrued in prior years, to conclude the litigation, and the plaintiff executed a satisfaction and release of judgment, which was filed with the trial court on that date.

From time to time, we have received notices alleging that our products infringe third-party proprietary rights, although we are not aware of any pending litigation with respect to such claims. Patent litigation frequently is complex and expensive, and the outcome of patent litigation can be difficult to predict. There can be no assurance that we will prevail in any infringement proceedings that may be commenced against us. If we lose any such litigation, we may be stopped from selling certain products and/or we may be required to pay damages as a result of the litigation.

Guarantees

We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties for and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In many cases, we limit the maximum amount of our indemnification obligations, but in some cases, those obligations may be theoretically unlimited. We have not incurred material expenses in discharging any of these indemnification obligations, and based on our analysis of the nature of the risks involved, we believe that the fair value of potential indemnification under these agreements is minimal. Accordingly, we have no liabilities recognized for these obligations as of ~~June~~September 30, 2025, and December 31, 2024.

When acquiring a business, we sometimes assume liability for certain events or occurrences that took place prior to the date of acquisition. As of ~~June~~September 30, 2025, and December 31, 2024, we have no material liabilities recognized for pre-acquisition liabilities.

NOTE 17. SEGMENT REPORTING

We have three reportable segments: Companion Animal Group (“CAG”), Water quality products (“Water”), and Livestock, Poultry and Dairy (“LPD”). CAG provides products and services for veterinarians and the biomedical research community, primarily related to diagnostics and information management. Water provides innovative testing solutions for the detection and quantification of various microbiological parameters in water. 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 ensure the quality and safety of milk. Other information combines and presents our human medical diagnostic business (“OPTI Medical”) with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments. OPTI Medical develops, manufactures, and distributes human medical diagnostic products and services.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in assessing performance. The CODM, our president and Chief Executive Officer, evaluates the performance of operating segments based on revenues and gross profit. Our CODM reviews budget and actual results of the operating segments and decides how to allocate resources to meet our strategic priorities, and also meets with operating segment leaders on a periodic basis to determine allocation of resources.

The accounting principles used in the preparation of the segment information are the same as those used for the consolidated financial statements. Intersegment revenues, which are not included in the tables below, were not material for the three and six months ended June 30, 2025, and 2024. Assets are not allocated to segments for internal reporting purposes and are not included in the review performed by the CODM for purposes of assessing segment performance and allocation of resources. Certain corporate expenses are allocated to the segments, including depreciation and amortization. Foreign currency transaction gains and losses for all operating segments are reported within Other, and are reconciled in the table below.

The following tables are a summary of reportable segment performance with Other to reconcile to the total consolidated for the three months ended June 30, 2025, and 2024:

(in thousands)	For the Three Months Ended June 30, 2025
	CAG		Water		LPD		Total
Total revenues from reportable segments	$	1,022,443	$	51,001	$	31,762	$	1,105,206
Reconciliation of revenue
Other revenues							4,251
Total consolidated revenue							1,109,457
Cost of revenue	380,341		15,490		16,833
Segment gross profit	$	642,102	$	35,511	$	14,929	$	692,542
Reconciliation of operating profit (segment profit)
Segment gross profit							$	692,542
Segment operating expenses							(319,928)
Other operating profit (excluding unallocated amounts)							1,000
Unallocated amounts
Foreign currency transaction losses							(568)
Interest expense							(11,321)
Interest income							627
Income before provision for income taxes							$	362,352

(in thousands)	For the Three Months Ended June 30, 2024
	CAG		Water		LPD		Total
Total revenues from reportable segments	$	922,298	$	46,726	$	30,306	$	999,330
Reconciliation of revenue
Other revenues							4,248
Total consolidated revenue							1,003,578
Cost of revenue	353,227		14,652		14,748
Segment gross profit	$	569,071	$	32,074	$	15,558	$	616,703
Reconciliation of operating profit (segment profit)
Segment gross profit							$	616,703
Segment operating expenses							(353,150)
Other operating profit (excluding unallocated amounts)							1,249
Unallocated amounts
Foreign currency transaction losses							(1,001)
Interest expense							(8,099)
Interest income							3,354
Income before provision for income taxes							$	259,056

The following tables are a summary of reportable segment performance with Other to reconcile to the total consolidated for the six months ended June 30, 2025, and 2024:

(in thousands)	For the Six Months Ended June 30, 2025
	CAG		Water		LPD		Total
Total revenues from reportable segments	$	1,942,279	$	96,322	$	60,358	$	2,098,959
Reconciliation of revenue
Other revenues							$	8,925
Total consolidated revenue							2,107,884
Cost of revenue	725,354		28,738		31,064
Segment gross profit	$	1,216,925	$	67,584	$	29,294	$	1,313,803
Reconciliation of operating profit (segment profit)
Segment gross profit							$	1,313,803
Segment operating expenses							(625,092)
Other operating profit (excluding unallocated amounts)							2,108
Unallocated amounts
Foreign currency transaction losses							(1,239)
Interest expense							(18,987)
Interest income							1,843
Income before provision for income taxes							$	672,436

(in thousands)	For the Six Months Ended June 30, 2024
	CAG		Water		LPD		Total
Total revenues from reportable segments	$	1,811,583	$	89,797	$	58,511	$	1,959,891
Reconciliation of revenue
Other revenues							7,782
Total consolidated revenue							1,967,673
Cost of revenue	696,276		27,226		27,719
Segment gross profit	$	1,115,307	$	62,571	$	30,792	$	1,208,670
Reconciliation of operating profit (segment profit)
Segment gross profit							$	1,208,670
Segment operating expenses							(645,125)
Other operating profit (excluding unallocated amounts)							1,148
Unallocated amounts
Foreign currency transaction losses							(1,934)
Interest expense							(16,010)
Interest income							7,786
Income before provision for income taxes							$	554,535

Refer to “Note 3. Revenue” for a summary of disaggregated revenue by reportable segment and by major product and service category for the three and six months ended June 30, 2025, and 2024.

NOTE 17. SEGMENT REPORTING

We have three reportable segments: Companion Animal Group (“CAG”), water quality products (“Water”), and Livestock, Poultry and Dairy (“LPD”). CAG provides products and services for veterinarians and the biomedical research community, primarily related to diagnostics and information management. Water provides innovative testing solutions for the detection and quantification of various microbiological parameters in water. 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 ensure the quality and safety of milk. Other information combines and presents our human medical diagnostic business (“OPTI Medical”) with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments. OPTI Medical develops, manufactures, and distributes human medical diagnostic products and services.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in assessing performance. The CODM, our president and Chief Executive Officer, evaluates the performance of operating segments based on revenues and gross profit. Our CODM reviews budget and actual results of the operating segments and decides how to allocate resources to meet our strategic priorities, and he also meets with operating segment leaders on a periodic basis to determine allocation of resources.

The accounting principles used in the preparation of the segment information are the same as those used for the consolidated financial statements. Intersegment revenues, which are not included in the tables below, were not material for the three and nine months ended September 30, 2025, and 2024. Assets are not allocated to segments for internal reporting purposes and are not included in the review performed by the CODM for purposes of assessing segment performance and allocation of resources. Certain corporate expenses are allocated to the segments, including depreciation and amortization. Foreign currency transaction gains and losses for all operating segments are reported within Other and are reconciled in the table below.

The following tables are a summary of reportable segment performance with Other to reconcile to the total consolidated for the three months ended September 30, 2025, and 2024:


(in thousands)	For the Three Months Ended September 30, 2025
	CAG		Water		LPD		Total

Total revenues from reportable segments	$	1,012,534	$	54,297	$	33,944	$	1,100,775
Reconciliation of revenue
Other revenues							4,464
Total consolidated revenue							1,105,239
Cost of revenue	385,078		16,240		17,999
Segment gross profit	$	627,456	$	38,057	$	15,945	$	681,458

Reconciliation of operating profit (segment profit)
Segment gross profit							$	681,458
Segment operating expenses							(326,101)
Other operating profit (excluding unallocated amounts)							1,076
Unallocated amounts
Foreign currency transaction gains (losses)							(1,587)
Interest expense							(10,655)
Interest income							580
Income before provision for income taxes							$	344,771


(in thousands)	For the Three Months Ended September 30, 2024
	CAG		Water		LPD		Total

Total revenues from reportable segments	$	891,990	$	50,162	$	28,992	$	971,144
Reconciliation of revenue
Other revenues							4,399
Total consolidated revenue							975,543
Cost of revenue	347,529		15,407		14,365
Segment gross profit	$	544,461	$	34,755	$	14,627	$	593,843

Reconciliation of operating profit (segment profit)
Segment gross profit							$	593,843
Segment operating expenses							(292,264)
Other operating profit (excluding unallocated amounts)							932
Unallocated amounts
Foreign currency transaction gains (losses)							1,381
Interest expense							(7,697)
Interest income							2,714
Income before provision for income taxes							$	298,909

The following tables are a summary of reportable segment performance with Other to reconcile to the total consolidated for the nine months ended September 30, 2025, and 2024:


(in thousands)	For the Nine Months Ended September 30, 2025
	CAG		Water		LPD		Total

Total revenues from reportable segments	$	2,954,813	$	150,619	$	94,302	$	3,199,734
Reconciliation of revenue
Other revenues							$	13,389
Total consolidated revenue							3,213,123
Cost of revenue	1,110,432		44,978		49,063
Segment gross profit	$	1,844,381	$	105,641	$	45,239	$	1,995,261

Reconciliation of operating profit (segment profit)
Segment gross profit							$	1,995,261
Segment operating expenses							(951,193)
Other operating profit (excluding unallocated amounts)							3,184
Unallocated amounts
Foreign currency transaction gains (losses)							(2,826)
Interest expense							(29,642)
Interest income							2,423
Income before provision for income taxes							$	1,017,207


(in thousands)	For the Nine Months Ended September 30, 2024
	CAG		Water		LPD		Total

Total revenues from reportable segments	$	2,703,573	$	139,959	$	87,503	$	2,931,035
Reconciliation of revenue
Other revenues							12,181
Total consolidated revenue							2,943,216
Cost of revenue	1,043,805		42,633		42,084
Segment gross profit	$	1,659,768	$	97,326	$	45,419	$	1,802,513

Reconciliation of operating profit (segment profit)
Segment gross profit							$	1,802,513
Segment operating expenses							(937,389)
Other operating profit (excluding unallocated amounts)							2,080
Unallocated amounts
Foreign currency transaction gains (losses)							(553)
Interest expense							(23,707)
Interest income							10,500
Income before provision for income taxes							$	853,444

Refer to “Note 3. Revenue” for a summary of disaggregated revenue by reportable segment and by major product and service category for the three and nine months ended September 30, 2025, and 2024.

NOTE 18. FAIR VALUE MEASUREMENTS

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

We have certain financial assets and liabilities that are measured at fair value on a recurring basis, certain nonfinancial assets and liabilities that may be measured at fair value on a non-recurring basis, and certain financial assets and liabilities that are not measured at fair value in our unaudited condensed consolidated balance sheets but for which we disclose the fair value. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows:


Level 1						Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2						Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3						Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We did not have any transfers between Level 1 and Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the three and ~~six~~nine months ended ~~June~~September 30, 2025.

Our cross currency swap contracts are measured at fair value on a recurring basis in our accompanying unaudited condensed consolidated balance sheets and are classified as derivative instruments. We measure the fair value of our cross currency swap contracts using prevailing market conditions as of the close of business on each balance sheet date. The product of this calculation is then adjusted for counterparty risk.

Our foreign currency exchange contracts are measured at fair value on a recurring basis in our accompanying unaudited condensed consolidated balance sheets and are classified as derivative instruments. We measure the fair value of our foreign currency exchange contracts using an income approach, based on prevailing market forward exchange rates less the contract rate, multiplied by the notional amount. The product of this calculation is then adjusted for counterparty risk.

Our interest rate swap contract is measured at fair value on a recurring basis in our accompanying unaudited condensed consolidated balance sheets and classified as a derivative instrument. We measure the fair value of our interest rate swap contract using current market interest rates for debt issues with similar remaining years to maturity, adjusted for applicable credit risk.

The amounts outstanding under ~~our~~the unsecured Credit Facility and Senior Notes (“long-term debt”) are measured at carrying value in our unaudited condensed consolidated balance sheets though we disclose the fair value of these financial instruments. We determine the fair value of the amount outstanding under ~~our~~the Credit Facility and long-term debt using an income approach, utilizing a discounted cash flow analysis based on current market interest rates for debt issues with similar remaining years to maturity, adjusted for applicable credit risk. ~~Our~~The Credit Facility and long-term debt are valued using Level 2 inputs. The estimated fair value of ~~our~~the Credit Facility approximates its carrying value. The estimated fair values and carrying values of our long-term debt, including the current portion of our long-term debt, were $~~511~~513.9 million and $525.0 million, respectively, as of ~~June~~September 30, 2025, and $594.3 million and $617.8 million, respectively, as of December 31, 2024.

2427

The following tables set forth our assets and liabilities that were measured at fair value on a recurring basis by level within the fair value hierarchy:

(in thousands)
As of June 30, 2025	Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		Balance as of June 30, 2025
As of September 30, 2025	Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		Balance as of September 30, 2025
Assets
Money market funds (1)	$	75,~~508~~515	$	—	$	—	$	75,~~508~~515
Foreign currency exchange contracts (2)	$	—	$	~~698~~2,312	$	—	$	~~698~~2,312
Interest rate swap (3)	$	—	$	356	$	—	$	356
Cross currency swaps (2)	$	—	$	480	$	—	$	480
Interest rate swap (3)	$	—	$	51	$	—	$	51
Liabilities
Cross currency swaps (2)	$	—	$	1514,~~019~~062	$	—	$	1514,~~019~~062
Foreign currency exchange contracts (2)	$	—	$	126,~~355~~529	$	—	$	126,~~355~~529
Contingent consideration	$	—	$	—	$	13,~~500~~800	$	13,~~500~~800


(in thousands)
As of December 31, 2024	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2024

Assets
Money market funds (1)	$	139,626	$	—	$	—	$	139,626
Cross currency swaps (2)	$	—	$	3,501	$	—	$	3,501
Foreign currency exchange contracts (2)	$	—	$	16,921	$	—	$	16,921
Interest rate swap (3)	$	—	$	710	$	—	$	710
Liabilities
Cross currency swaps (2)	$	—	$	33	$	—	$	33
Contingent consideration	$	—	$	—	$	2,300	$	2,300

(1)Money market funds with an original maturity of less than ninety days are included within cash and cash equivalents.

(2)Cross currency swaps and foreign currency exchange contracts are included within other current assets, other long-term assets, accrued liabilities, or other long-term liabilities depending on the gain (loss) position and anticipated settlement dates.

(3)~~Interest~~The interest rate swap is included within other current assets.

The estimated fair values of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate their respective carrying values due to their short maturity.

NOTE 19. HEDGING INSTRUMENTS

Disclosure within this note is presented to provide transparency about how and why we use derivative and non-derivative instruments (collectively “hedging instruments”), how the instruments and related hedged items are accounted for, and how the instruments and related hedged items affect our financial position, results of operations, and cash flows.

We recognize all hedging instrument assets and liabilities at fair value at the balance sheet date. Instruments that do not qualify for hedge accounting treatment are recorded at fair value through earnings. To qualify for hedge accounting treatment, cash flow and net investment hedges must be highly effective in offsetting changes to expected future cash flows or fair value on hedged transactions. If the hedging instrument qualifies for hedge accounting, changes in the fair value of the hedging instrument from the effective portion of the hedge are deferred in AOCI, net of tax, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. We immediately record in earnings the extent to which a hedging instrument is not effective in achieving offsetting changes in fair value. We de-designate hedging instruments from hedge accounting when the likelihood of the hedged transaction occurring becomes less than probable. For de-designated instruments, the gain or loss from the time of de-designation through maturity of the instrument is recognized in earnings. Any gain or loss in AOCI at the time of de-designation is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Refer to “Note 14. Accumulated Other Comprehensive Income” for further information regarding the effect of hedging instruments on our unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2025, and 2024.

instruments, the gain or loss from the time of de-designation through maturity of the instrument is recognized in earnings. Any gain or loss in AOCI at the time of de-designation is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Refer to “Note 14. Accumulated Other Comprehensive Income” for further information regarding the effect of hedging instruments on our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2025, and 2024.

We enter into master netting arrangements with the counterparties to our derivative transactions, which permit certain outstanding receivables and payables to be offset in the event of default. Our derivative contracts do not require either party to post cash collateral. We elect to present our derivative assets and liabilities in the unaudited condensed consolidated balance sheets on a gross basis. All cash flows related to our foreign currency exchange contracts are classified as operating cash flows, which is consistent with the cash flow treatment of the underlying items being hedged.

We are exposed to certain risks related to our ongoing business operations. We utilize hedging instruments to manage a portion of our foreign currency exchange risk and interest rate risk. The primary purpose of our foreign currency hedging activities is to protect against the volatility associated with foreign currency transactions, including transactions denominated in the euro, British pound, Japanese yen, Canadian dollar, and Australian dollar. We also utilize natural hedges to mitigate our transaction and commitment exposures. Our corporate policy prescribes the range of allowable hedging activity. We enter into foreign currency exchange contracts with large well-capitalized multinational financial institutions, and we do not hold or engage in transactions involving derivative instruments for purposes other than risk management. Our accounting policies for these contracts are based on our designation of such instruments as hedging transactions.

Our subsidiaries enter into foreign currency exchange contracts to manage the exchange risk associated with their forecasted intercompany inventory purchases and sales for the next year. From time to time, we may also enter into other foreign currency exchange contracts, cross currency swaps, or foreign-denominated debt issuances to minimize the impact of foreign currency fluctuations associated with specific balance sheet exposures, including net investments in certain foreign subsidiaries.

Cash Flow Hedges

We have designated our foreign currency exchange contracts and our interest rate swap as cash flow hedges because these derivative instruments reduce our exposure to variability in the cash flows of forecasted transactions attributable to foreign currency exchange and to interest rates on variable interest obligations under the terms of ~~our~~the Credit Facility. Unless noted otherwise, we have also designated our derivative instruments as qualifying for hedge accounting treatment.

We did not de-designate any instruments from hedge accounting treatment during the three and ~~six~~nine months ended ~~June~~September 30, 2025, or 2024. As of ~~June~~September 30, 2025, the estimated amount of losses, net of tax, from our foreign exchange contracts which are expected to be reclassified out of AOCI and into earnings within the next 12 months is $62.75 million if exchange rates do not fluctuate from the levels as of ~~June~~September 30, 2025. AsUpon the maturity of ~~June~~the 30term loan on October 20, 2025, the ~~estimated~~ amount of gains, net of tax, from our interest rate swap contract, ~~which~~that ~~are~~will ~~expected to~~ be reclassified out of AOCI and into earnings ~~through~~is ~~the~~less ~~end~~than ~~of the term, October 20, 2025, is~~ $0.31 million ~~if interest rates do not fluctuate from the levels as of June 30, 2025~~.

Interest Rate Swap: We entered into an interest rate swap contract to manage the effect of variable interest obligations on amounts borrowed under the terms of the Credit Facility. Beginning on March 31, 2023, the variable interest rate associated with $250.0 million of borrowings outstanding under the Credit Facility became effectively fixed at 3.9% plus the applicable credit spread, through October 20, 2025.

Foreign Currency Exchange Contracts: We target to hedge approximately 75% to 85% of the estimated exposure from intercompany product purchases and sales denominated in the euro, British pound, Canadian dollar, Japanese yen, and Australian dollar. We have additional unhedged foreign currency exposures related to intercompany foreign transactions and emerging markets where it is not practical to hedge. We primarily utilize foreign currency exchange contracts with durations of less than 24 months. Quarterly, we enter into contracts to hedge incremental portions of anticipated foreign currency transactions for the current and following year. As a result, our risk with respect to foreign currency exchange rate fluctuations and the notional value of foreign currency exchange contracts may vary throughout the year. The U.S. dollar is the currency purchased or sold in all of our foreign currency exchange contracts. The notional amount of foreign currency exchange contracts to hedge forecasted intercompany inventory purchases and sales totaled $~~325~~333.64 million and $325.7 million as of ~~June~~September 30, 2025, and December 31, 2024, respectively.

The following table presents the effects of cash flow hedge accounting on our unaudited condensed consolidated statements of income and comprehensive income, and provides information regarding the location and amounts of pretax gains or losses of derivatives:



(in thousands)	Financial statement line items in which effects of cash flow hedges are recorded	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Foreign currency exchange contracts	Cost of revenue	$	421,885	$	379,505	$	1,211,658	$	1,134,949
Amount of gain (loss) reclassified from accumulated other comprehensive income into net income		$	(1,965)	$	512	$	600	$	3,043

Interest rate swap contract	Interest expense	$	(10,655)	$	(7,697)	$	(29,642)	$	(23,707)
Amount of gain reclassified from accumulated other comprehensive income into net income		$	278	$	860	$	939	$	2,796

(in thousands)	Financial statement line items in which effects of cash flow hedges are recorded	Three Months EndedJune 30,				Six Months EndedJune 30,
		2025		2024		2025		2024
Foreign exchange contracts	Cost of revenue	$	414,725	$	384,419	$	789,773	$	755,444
Amount of gain reclassified from accumulated other comprehensive income into net income		$	(1,180)	$	1,721	$	2,565	$	2,531
Interest rate swap contract	Interest expense	$	(11,321)	$	(8,099)	$	(18,987)	$	(16,010)
Amount of gain reclassified from accumulated other comprehensive income into net income		$	337	$	979	$	661	$	1,936

Net Investment Hedges, Euro-Denominated Notes

In June 2015, we issued and sold through a private placement an aggregate principal amount of €88.9 million in euro-denominated 1.785% Series C Senior Notes that were due June 18, 2025. We designated these euro-denominated notes as a hedge of our euro net investment in certain foreign subsidiaries to reduce the volatility ~~in stockholders’ equity~~ caused by changes in foreign currency exchange rates in the euro relative to the U.S. dollar. As a result of this designation, gains and losses from the change in the translated U.S. dollar value of these euro-denominated notes are recorded in AOCI rather than earnings. We recorded losses of $~~6.0 million and $~~9.0 million, net of tax, within AOCI as a result of this net investment hedge for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, ~~respectively,~~ and ~~gains~~losses of $03.71 million and $20.37 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. AtNo ~~the~~gains ~~maturity~~or oflosses ~~the~~were ~~1.785%~~recorded ~~Series~~in ~~C Senior Notes on June 18, 2025, we paid~~ the ~~notional~~current ~~amount of €88.9 million~~period, ~~equivalent to $103.4 million at the date of payment. The related cumulative unrealized loss of $2.5 million, net of tax, recorded~~ as ~~of June 18, 2025, will be reclassified to earnings when~~ the ~~foreign~~euro-denominated ~~subsidiaries~~notes ~~are~~matured ~~sold or substantially liquidated. Refer to “Note 13. Debt” to the consolidated financial statements included~~ in ~~our 2024 Annual Report for further information regarding~~ the ~~issuance~~second quarter of ~~these euro-denominated notes~~2025.

At the maturity of the 1.785% Series C Senior Notes on June 18, 2025, we paid the notional amount of €88.9 million, equivalent to $103.4 million at the date of payment. The related cumulative unrealized loss of $2.5 million, net of tax, will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated. Refer to “Note 13. Debt” to the consolidated financial statements included in our 2024 Annual Report for further information regarding the issuance of these euro-denominated notes.

Net Investment Hedges, Cross Currency Swaps

We have entered into cross currency swap contracts as a hedge of our net investment in certain foreign ~~operations~~subsidiaries to ~~offset~~reduce the volatility caused by changes in foreign currency ~~translation~~exchange ~~gains~~rates ~~and~~relative ~~losses~~to on the ~~net~~U.S. ~~investment~~dollar. The cross currency swaps outstanding as of ~~June~~September 30, 2025, have maturity dates beginning on March 31, 2028, through ~~June~~September 2911, ~~2029~~2032.

AtThe ~~maturity~~following oftable ~~the~~presents ~~cross currency swap contracts we will deliver~~ the ~~notional~~outstanding amount of €35 million and will receive $37.8 million from the counterparties on March 31, 2028; we will deliver the notional amount of €90 million and will receive $98.2 million from the counterparties on June 30, 2028; and we will deliver the notional amount of €20 million and will receive $21.3 million from the counterparties on June 29, 2029. On June 18, 2025, we settled two cross currency swaps ~~at maturity for a total~~ notional ~~amount~~amounts ofthat ~~€15 million. As a result of this settlement, we received a net amount of $0.1 million. The changes in fair value of the cross currency swap contracts are recorded in AOCI and~~ will be ~~reclassified~~delivered to ~~earnings when the foreign subsidiaries are sold or substantially liquidated or all or a portion of the hedge no longer qualifies for hedge accounting treatment. During the three~~ and ~~six~~received months ended June 30, 2025, we recorded losses of $10.4 million and $14.0 million, respectively, net of tax, within AOCI as a result of these net investment hedges, and gains of $1.3 million and $3.4 million during the three and six months ended June 30, 2024, respectively. We will receive quarterly interest payments from the counterparties ~~based~~at ~~on a fixed interest rate until~~ maturity of the cross currency swaps. This interest rate component is excluded from the assessment of hedge effectiveness and is recognized as a reduction to interest expense over the life of the hedge instrument. We recognized approximately $0.4 million and $0.8 million related to the excluded component as a reduction of interest expense for the three and six months ended June 30, 2025, respectively, and $0.4 million and $0.7 million for the three and six months ended June 30, 2024, respectively.:

During July 2025, we entered into cross currency swap contracts that will mature in July of 2028. At maturity we will deliver the total notional amount of €115 million and will receive $133.8 million from the counterparties.



(in thousands)
Maturity Date	Notional Amount to be Delivered at Maturity		Notional Amount to be Received at Maturity

3/31/2028	€	35,000	$	37,755
6/30/2028	€	90,000	$	98,217
6/29/2029	€	20,000	$	21,268
7/17/2028	€	76,000	$	88,113
7/31/2028	€	39,000	$	45,735
9/11/2032	¥	3,683,750	$	25,000

27On June 18, 2025, we settled two cross currency swaps at maturity for a total notional amount of €15 million. As a result of this settlement, we received a net amount of $0.1 million.

The changes in fair value of the cross currency swap contracts are recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated or all or a portion of the hedge no longer qualifies for hedge accounting treatment. During the three and nine months ended September 30, 2025, we recorded gains of $1.1 million and losses of $13.0 million, respectively, net of tax, within AOCI as a result of these net investment hedges, and losses of $3.8 million and $0.4 million during the three and nine months ended September 30, 2024, respectively. We receive quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross currency swaps. This interest rate component is excluded from the assessment of hedge effectiveness and is recognized as a reduction to interest expense over the life of the hedge instrument. We recognized approximately $0.8 million and $1.6 million related to the excluded component as a reduction of interest expense for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2024, respectively.

Fair Values of Derivative and Non-Derivative Instruments Designated as Hedges in Consolidated Balance Sheets

The fair values of hedging instruments and their respective classification on our unaudited condensed consolidated balance sheets and amounts subject to offset under master netting arrangements consisted of the following:

(in thousands)		Hedging Assets
		June 30, 2025		December 31, 2024
		September 30, 2025		December 31, 2024
Derivatives and non-derivatives designated as hedging instruments	Balance Sheet Classification
Foreign currency exchange contracts	Other current assets	$	~~698~~1,988	$	16,921
Cross currency swaps	Other current assets	—		1,839
Interest rate swap contract	Other current assets	~~356~~51		710
Cross currency swaps	Other long-term assets	—		1,662
Foreign currency exchange contracts	Other long-term assets	324		—
Total derivative instruments presented as hedging instruments on the balance sheet		1,054		21,132
Cross currency swaps	Other long-term assets	480		1,662
Gross amounts subject to master netting arrangements not offset on the balance sheet		(698)		—
Total derivative instruments presented as hedging instruments on the balance sheet		2,843		21,132
Net amount		$	356	$	21,132
Gross amounts subject to master netting arrangements not offset on the balance sheet		(1,641)		—
Net amount		$	1,202	$	21,132

(in thousands)

Hedging Liabilities

June 30, 2025

December 31, 2024

September 30, 2025

December 31, 2024

Derivatives and non-derivatives designated as hedging instruments

Balance Sheet Classification

Foreign currency exchange contracts

Accrued liabilities

95,~~663~~583

—

Cross currency swaps

Other long-term liabilities

1514,~~019~~062

Foreign currency exchange contracts

Other long-term liabilities

~~2,692~~946

—

Total derivative instruments presented as hedging instruments on the balance sheet

2720,~~374~~591

Non-derivative foreign currency denominated debt designated as net investment hedge on the balance sheet (1)

Short-term debt

—

92,803

Total hedging instruments presented on the balance sheet

2720,~~374~~591

92,836

Gross amounts subject to master netting arrangements not offset on the balance sheet

(~~698~~1,641)

—

Net amount

2618,~~676~~950

92,836

(1) Amounts represent reported carrying amounts of our foreign currency-denominated debt. Refer to “Note 18. Fair Value Measurements” for information regarding the fair value of our long-term debt.

2832

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q 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, our expectations regarding revenue recognition timing and amounts; business trends, earnings, and other measures of financial performance; 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; critical accounting estimates; deductibility of goodwill; inflation; and projected impacts of tariff and trade policy changes and uncertainty. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” “project,” and similar words and expressions. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including, among other things, the 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, inflationary pressures, 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 Disclosure About Market Risk” in our 2024 Annual Report and in the corresponding sections of this Quarterly Report on Form 10-Q and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025, as well as those described from time to time in our other ~~periodic~~filings ~~reports filed~~ with the SEC.

Any forward-looking statements represent our estimates only as of the day this Quarterly Report on Form 10-Q was filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. From time to time, oral or written forward-looking statements may also be included in other materials released to the public, and they are subject to the risks and uncertainties described or cross-referenced in this section. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates or expectations change.

You should read the following discussion and analysis in conjunction with our 2024 Annual Report that includes additional information about us, our results of operations, our financial position, and our cash flows, and with our unaudited condensed consolidated financial statements and related notes included in “Part I. Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.

Our fiscal quarter ended on ~~June~~September 30. Unless otherwise stated, the analysis and discussion of our financial condition and results of operations below, including references to growth and organic growth and increases and decreases, are being compared to the equivalent prior-year periods.

Business Overview

We develop, manufacture, and distribute products and provide services primarily for the companion animal veterinary, livestock, poultry and dairy, and water testing sectors. We also provide human medical point-of-care diagnostics. Our primary products and services are:

•Point-of-care veterinary diagnostic products, comprised of instruments, consumables, and rapid assay test kits;

•Veterinary reference laboratory diagnostic and consulting services;

•Practice management and diagnostic imaging systems and services used by veterinarians;

•Health monitoring, biological materials testing, laboratory diagnostic instruments, and services used by the biomedical research community;

•Diagnostic and health-monitoring products for livestock, poultry, and dairy;

•Products that test water for certain microbiological contaminants; and

•Point-of-care electrolytes and blood gas analyzers for the human medical diagnostics sector.

Description of Operating Segments. We operate primarily through three operating 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 tests, services, and related 33

29Description of Operating Segments. We operate primarily through three operating 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 tests, services, and related instrumentation that are used to manage the health status of livestock and poultry, to improve producer efficiency, and to ensure the quality and safety of milk, which we refer to as Livestock, Poultry and Dairy (“LPD”). Other information combines and presents our human medical diagnostic products business (“OPTI Medical”) with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments. Foreign currency transaction gains and losses for all operating segments are also reported within Other.

instrumentation that are used to manage the health status of livestock and poultry, to improve producer efficiency, and to ensure the quality and safety of milk, which we refer to as Livestock, Poultry and Dairy (“LPD”). Other information combines and presents our human medical diagnostic products business (“OPTI Medical”) with our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments. Foreign currency transaction gains and losses for all operating segments are also reported within Other.

Currency Impact, Tariff and Trade Policies, U.S. Tax Law Changes, and Other Items

Currency Impact. Refer to “Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk” included in this Quarterly Report on Form 10-Q for additional information regarding the impact of foreign currency exchange rates.

Changes in Tariff and Trade Policies. Although we manufacture many of our companion animal and ~~Water~~water ~~testing~~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, 2024, approximately 35% of our overall revenues were attributable to sales of products and services to customers outside the United States, with less than 1% of our overall revenues attributable to sales of products and services to customers domiciled in China. Accordingly, changes in tariff and trade policies may adversely affect our business, financial condition, and operating results.

The U.S. government ~~previously~~has periodically announced changes to its trade policy, including increasing tariffs on imports, in some cases significantly, and potentially renegotiating or terminating its existing trade agreements. Imposition of certain country-specific tariffs are uncertain and subject to negotiations, and these actions, as well as retaliatory tariffs imposed by other countries on U.S. exports and continuing uncertainty regarding tariff and trade policies have led to volatility and uncertainty in global markets. Continuing tariff and trade policy uncertainty may lead to sustained volatility and uncertainty in U.S. and global financial and economic conditions, increased inflation, diminished expectations for economic growth, and actual or perceived economic weakness, which could result in reduced demand for our products and services.

While we are working to optimize operations and inventory management to the extent feasible, to help mitigate and reduce the potential impact from changes in tariff and trade policies, any imposed tariffs (including retaliatory tariffs) and our mitigation 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 are continuing to monitor the dynamic trade environment and evaluate these developments and our ability to offset some portion of these costs and otherwise mitigate the impact on our business, financial condition, and operating results.

U.S. Tax Law Changes. On July 4, 2025, H.R. 1 of the 119th Congress, also referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law. The OBBBA includes significant changes to federal tax law, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, as well as modifications to the international tax framework and other regulatory provisions. WeThe ~~are~~OBBBA also reinstates the ability to immediately expense domestic research and development costs for tax years beginning after December 31, 2024, and allows previously capitalized research and development costs not amortized to be deducted in the ~~process~~current ofperiod. ~~evaluating~~During the third quarter we recognized the impact of accelerating the ~~OBBBA~~research onand development deductions, and the resulting reduction of our ~~financial~~Foreign-Derived ~~statements~~Intangible ~~and~~Income ~~results~~benefit, which resulted in an increase to income tax expense. The acceleration of ~~operations~~our research and development deductions is expected to reduce our projected taxes due for the current year by approximately $105 million.

Other Items. Refer to “Part I, Item 1. Business - Patents and Licenses” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Annual Report for additional information regarding trends in companion animal healthcare, distributor purchasing and inventories, economic conditions, geopolitical conflict effects and patent expiration.

Critical Accounting Estimates and Assumptions

The discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The critical accounting policies and the significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are consistent with those discussed in our 2024 Annual Report in the section under the heading “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Assumptions.”

Recent Accounting Pronouncements

For more information regarding the impact that recent accounting standards and amendments will have on our consolidated financial statements, refer to Note 2 to the unaudited condensed consolidated financial statements in “Part I. Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

Organic Revenue Growth. The following revenue analysis and discussion focuses on organic revenue growth, and references in this analysis and discussion to “revenue,” “revenues,” or “revenue growth” are references to “organic revenue growth.” Organic revenue growth is a non-GAAP financial measure and represents the percentage change in revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period for the prior year, net of the effect of changes in foreign currency exchange rates, certain business acquisitions, and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement for, or as a superior measure to, revenue growth reported in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting organic revenue growth provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to the performance of our peers.

We exclude from organic revenue growth the effect of changes in foreign currency exchange rates because changes in foreign currency exchange rates are not under management’s control, are subject to volatility, and can obscure underlying business trends. We calculate the impact on revenue resulting from changes in foreign currency exchange rates by applying the difference between the weighted average exchange rates during the current-year period and the comparable prior-year period to foreign currency denominated revenues for the prior-year period.

We also exclude from organic revenue growth the effect of certain business acquisitions and divestitures because the nature, size, and number of these transactions can vary dramatically from period to period, and because they either require or generate cash as an inherent consequence of the transaction, and therefore can also obscure underlying business and operating trends. We consider acquisitions to be a business when all three elements of inputs, processes, and outputs are present, consistent with ASU 2017-01, “Business Combinations: (Topic 805) Clarifying the Definition of a Business.” InIf ~~a business combination, if~~ substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, we do not consider these assets to be a business. A typical acquisition that we do not consider a business is a customer ~~list~~relationships asset acquisition, which does not have all elements necessary to operate a business, such as employees or infrastructure. We believe the efforts required to convert and retain these acquired customers are similar in nature to our existing customer base and therefore are included in organic revenue growth. The percentage change in revenue resulting from business acquisitions represents revenues during the current-year period, limited to the initial twelve months from the date of the acquisition, that are directly attributable to business acquisitions.

Segment Income from Operations. We report segment income from operations in our discussion of the results of the operations of our segments below. Segment income from operations is a non-GAAP financial measure that adjusts for the impact of foreign currency transaction gains and losses and should be considered in addition to, and not as a replacement for, income from operations. We exclude foreign currency transaction gains and losses for each reportable segment (CAG, Water, and LPD) from segment income from operations and report the full amount of foreign currency transaction gains and losses in Other. We believe that reporting segment income from operations provides supplemental analysis to help investors further evaluate each reportable segment’s business performance by excluding foreign currency transaction gains and losses, which are centrally managed by our corporate treasury function and which we do not consider relevant for assessing the results of each reportable segment’s operations. In addition, we believe that reporting segment income from operations provides information to investors regarding key metrics that are used by management, including our CODM, in evaluating the performance of each reportable segment.35

31Segment Income from Operations. We report segment income from operations in our discussion of the results of the operations of our segments below. Segment income from operations is a non-GAAP financial measure that adjusts for the impact of foreign currency transaction gains and losses and should be considered in addition to, and not as a replacement for, or superior measure to, income from operations. We exclude foreign currency transaction gains and losses for each reportable segment (CAG, Water, and LPD) from segment income from operations and report the full amount of foreign currency transaction gains and losses in Other. We believe that reporting segment income from operations provides supplemental analysis to help investors further evaluate each reportable segment’s business performance by excluding foreign currency transaction gains and losses, which are centrally managed by our corporate treasury function and which we do not consider relevant for assessing the results of each reportable segment’s operations. In addition, we believe that reporting segment income from operations provides information to investors regarding key metrics that are used by management, including our CODM, in evaluating the performance of each reportable segment.

The reconciliation of these non-GAAP financial measures is as follows:

(dollars in thousands)

For the Three Months Ended ~~June~~September 30,

2025

2024

Income from Operations

Impact from Foreign Currency

Segment and Other Income from Operations

Income from Operations

Impact from Foreign Currency

Segment and Other Income from Operations

CAG

~~347~~327,~~983~~095

~~494~~1,376

~~348~~328,~~477~~471

~~240~~278,~~687~~271

~~863~~(1,189)

~~241~~277,~~550~~082

Water

2426,~~606~~311

36104

2426,~~642~~415

2023,~~439~~704

65(96)

2023,~~504~~608

LPD

~~(543)~~364

38107

~~(505)~~471

~~1,426~~985

73(96)

~~1,499~~889

Other

1,~~000~~076

(~~568~~1,587)

~~432~~(511)

~~1,249~~932

(1,~~001)~~381

~~248~~2,313

Total

~~373~~354,~~046~~846

—

~~373~~354,~~046~~846

~~263~~303,~~801~~892

—

~~263~~303,~~801~~892

(dollars in thousands)

For the ~~Six~~Nine Months Ended ~~June~~September 30,

2025

2024

Income from Operations

Impact from Foreign Currency

Segment and Other Income from Operations

Income from Operations

Impact from Foreign Currency

Segment and Other Income from Operations

CAG

~~642~~969,~~554~~649

12,~~078~~454

~~643~~972,~~632~~103

~~519~~797,~~573~~844

~~1,673~~484

~~521~~798,~~246~~328

Water

4571,~~380~~691

79183

4571,~~459~~874

3963,~~811~~515

~~123~~27

3963,~~934~~542

LPD

(~~462~~98)

82189

~~(380)~~91

23,~~227~~212

~~138~~42

23,~~365~~254

Other

23,~~108~~184

(12,~~239~~826)

~~869~~358

12,~~148~~080

(~~1,934~~553)

~~(786)~~1,527

Total

~~689~~1,~~580~~044,426

—

~~689~~1,~~580~~044,426

~~562~~866,~~759~~651

—

~~562~~866,~~759~~651

Other Non-GAAP Financial Measures. We also use Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA ratio, and net debt to Adjusted EBITDA ratio, all of which are non-GAAP financial measures that should be considered in addition to, and not as a replacement for, or superior measure to, financial measures presented according to U.S. GAAP. Management believes that reporting these non-GAAP financial measures provides supplemental analysis to help investors further evaluate our business performance and available borrowing capacity under our Credit Facility.

3236

Results of Operations

Three Months Ended ~~June~~September 30, 2025, Compared to Three Months Ended ~~June~~September 30, 2024

Total Company. The following table presents total Company revenue by operating segment:

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
Net Revenue(dollars in thousands)	2025		2024		Dollar Change		Reported Revenue Growth (1)		Percentage Change from Currency		Percentage Change from Acquisitions	Organic Revenue Growth (1)
CAG	$	1,~~022~~012,~~443~~534	$	~~922~~891,~~298~~990	$	~~100~~120,~~145~~544	1013.95	%	1.23	%	—	912.72	%
United States	~~684~~668,~~497~~418		~~628~~604,~~684~~170		5564,~~813~~248		810.96	%	—		—	810.96	%
International	~~337~~344,~~946~~116		~~293~~287,~~614~~820		4456,~~332~~296		1519.16	%	34.81	%	—	1115.34	%
Water	$	5154,~~001~~297	$	4650,~~726~~162	$	4,~~275~~135	98.12	%	01.82	%	—	87.40	%
United States	2628,~~090~~070		2426,~~461~~671		1,~~629~~399		65.72	%	—		—	65.72	%
International	2426,~~911~~227		2223,~~265~~491		2,~~646~~736		11.96	%	12.7	%	—	108.29	%
LPD	$	3133,~~762~~944	$	3028,~~306~~992	$	14,~~456~~952	417.81	%	2.29	%	—	214.62	%
United States	56,~~767~~861		5,~~115~~561		~~652~~1,300		1223.84	%	—		—	1223.84	%
International	2527,~~995~~083		2523,~~191~~431		~~804~~3,652		315.26	%	23.65	%	—	012.61	%
Other	$	4,~~251~~464	$	4,~~248~~399	$	365	0.1.5	%	—		—	0.1.5	%
Total Company	$	1,~~109~~105,~~457~~239	$	1975,~~003,578~~543	$	~~105~~129,~~879~~696	1013.63	%	1.23	%	—	912.30	%
United States	~~717~~705,~~869~~040		~~660~~638,~~146~~058		5766,~~723~~982		810.75	%	—		—	810.75	%
International	~~391~~400,~~588~~199		~~343~~337,~~432~~485		4862,~~156~~714		1418.06	%	3.69	%	—	1014.56	%

(1)Reported revenue growth and organic revenue growth may not recalculate due to rounding.

Total Company Revenue. The increase in revenue primarily reflected growth in CAG Diagnostics recurring revenue, including ~~benefits~~higher volumes and the benefit from higher realized prices. ~~and~~Volume ~~higher~~growth ~~volumes,~~was ~~which were~~ supported by new business gains, our expanded menu of available tests, and high customer retention rates, partially ~~offset~~constrained by ~~constraints from~~ macroeconomic and sector headwinds. Instrument revenue gains were primarily due to ~~the~~ placements of our ~~recently~~new ~~launched~~ IDEXX inVue DxTM Analyzer. Higher ~~volumes~~realized prices and ~~price~~volumes ~~gains~~ in recurring veterinary software subscriptions, services, and diagnostic imaging also contributed to revenue growth. Higher revenue in Water ~~revenue~~ was primarily due to the benefit of higher realized ~~price~~prices ~~increases~~ and ~~increased~~ volumes. The increase in LPD revenue was primarily due to higher ~~realized~~volumes ~~prices~~ and ~~higher~~realized ~~volume~~prices. The change in foreign currency exchange rates increased revenue growth by 1.23%.

3337

The following table presents total Company results of operations:

	For the Three Months Ended June 30,								Change
	For the Three Months Ended September 30,								Change
Total Company - Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	1,~~109~~105,~~457~~239			$	1975,~~003,578~~543			$	~~105~~129,~~879~~696	1013.63	%
Cost of revenue	~~414~~421,~~725~~885				~~384~~379,~~419~~505				3042,~~306~~380		711.92	%
Gross profit	~~694~~683,~~732~~354		6261.68	%	~~619~~596,~~159~~038		61.71	%	7587,~~573~~316		1214.26	%
Operating expenses:
Sales and marketing	~~161~~159,~~107~~157		14.54	%	~~142~~146,~~665~~281		1415.20	%	1812,~~442~~876		128.98	%
General and administrative	98105,~~681~~936		8.9.6	%	~~157~~91,~~243~~887		159.74	%	~~(58~~14,~~562)~~049		~~(37~~15.23	%)
Research and development	6163,~~898~~415		5.67	%	5553,~~450~~978		5.5	%	69,~~448~~437		1117.65	%
Total operating expenses	~~321~~328,~~686~~508		29.07	%	~~355~~292,~~358~~146		3529.49	%	~~(33~~36,~~672)~~362		(912.54	%)
Income from operations	$	~~373~~354,~~046~~846	3332.61	%	$	~~263~~303,~~801~~892	2631.32	%	$	~~109~~50,~~245~~954	4116.48	%

Gross Profit. Gross profit increased due to higher revenue and a 9070 basis point increase in the gross profit margin. The increase in the gross profit margin reflected ~~proportionately~~benefits ~~higher~~from recurring revenue growth in IDEXX ~~VetLab~~VetLabTM consumable ~~volume~~and ~~growth~~Reference Lab volumes, along with operational productivity ~~improvements~~and pricing benefits, ~~and~~which offset inflationary cost effects. These increases in the ~~benefit~~gross ~~from~~profit ~~net~~margin ~~price~~were ~~realization,~~reduced ~~offsetting~~by the ~~inflationary~~business ~~impacts~~mix impact from higher instrument revenue. The ~~overall~~ change in foreign currency exchange rates ~~decreased~~on the gross profit margin bywas ~~approximately~~not ~~20 basis points~~significant, including the impact of hedge losses during the current period compared to hedge gains in the prior period.

Operating Expenses. Sales and marketing expense increased primarily due to higher personnel-related ~~and commercial~~ costs. General and administrative expense ~~decreased~~increased primarily due to ~~a $61.5 million expense in the prior year related to a litigation matter that was concluded in April 2025, partially offset by~~ higher personnel-related and ~~information~~facility ~~technology~~ costs. Research and development expense increased primarily due to higher personnel-related and project costs. The change in foreign currency exchange rates increased operating expense growth by ~~less~~approximately ~~than 1.0~~2%.

3438


Companion Animal Group

The following table presents revenue by product and service category for CAG:

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
Net Revenue(dollars in thousands)	2025		2024		Dollar Change		Reported Revenue Growth (1)		Percentage Change from Currency		Percentage Change from Acquisitions	Organic Revenue Growth (1)
CAG Diagnostics recurring revenue:	$	~~877~~873,~~995~~273	$	~~808~~783,~~454~~443	$	6989,~~541~~830	811.65	%	1.23	%	—	710.41	%
IDEXX VetLab consumables	~~375~~387,~~112~~813		~~325~~329,~~348~~128		4958,~~764~~685		1517.38	%	1.79	%	—	1315.69	%
Rapid assay products	~~100~~88,~~240~~638		~~103~~92,~~290~~774		(34,~~050~~136)		(34.05	%)	0.45	%	—	(35.30	%)
Reference laboratory diagnostic and consulting services	~~367~~362,~~694~~725		~~347~~328,~~373~~383		2034,~~321~~342		510.95	%	1.1	%	—	49.84	%
CAG diagnostics services and accessories	34,~~949~~097		3233,~~443~~158		~~2,506~~939		72.78	%	1.75	%	—	61.03	%
CAG Diagnostics capital - instruments	$	5851,~~600~~479	$	3529,~~292~~528	$	2321,~~308~~951	6674.03	%	3.56	%	—	6270.57	%
Veterinary software, services and diagnostic imaging systems	$	8587,~~848~~782	$	7879,~~552~~019	$	78,~~296~~763	911.31	%	0.1	%	—	911.20	%
Recurring revenue	6870,~~954~~988		6364,~~117~~644		56,~~837~~344		9.28	%	0.21	%	—	9.17	%
Systems and hardware	16,~~894~~794		1514,~~435~~375		12,~~459~~419		916.58	%	—(0.1)		—	916.49	%
Net CAG revenue	$	1,~~022~~012,~~443~~534	$	~~922~~891,~~298~~990	$	~~100~~120,~~145~~544	1013.95	%	1.23	%	—	912.72	%

(1) Reported revenue growth and organic revenue growth may not recalculate due to rounding.

CAG Diagnostics Recurring Revenue. The increase in CAG Diagnostics recurring revenue was primarily due to higher volumes in IDEXX VetLab consumables and reference laboratory testing, ~~constrained~~partially offset by macroeconomic and sector headwinds, ~~and~~as well as benefits from higher realized prices. The change in foreign currency exchange rates increased revenue growth by 1.23%.

The increase in IDEXX VetLab consumables revenue was primarily due to higher test volumes and ~~price~~higher ~~realization~~realized prices. Volume gains were supported by increases in testing across major regions, including the benefits from 10% growth in our active installed base of premium instruments, which reflected new customers and continued high customer retention rates, and our expanded menu of available tests~~, including the launch of the pancreatic lipase test on our Catalyst instrument platform~~. The change in foreign currency exchange rates increased revenue growth by 1.79%.

The decrease in rapid assay revenue resulted primarily from a shift of customers’ pancreatic lipase testing to our Catalyst instrument platform, ~~as well as lower clinical visits in the U.S.,~~ partially offset by higher ~~price~~realized ~~realization~~prices. The change in foreign currency exchange rates increased revenue growth by 0.45%.

The increase in reference laboratory diagnostic and consulting services revenue was due to higher testing volumes, ~~primarily~~across inregions ~~the U.S.~~ and, tohigher arealized ~~lesser extent, Europe, and from global price realization~~prices. The change in foreign currency exchange rates increased revenue growth by 1.1%.

The increase in CAG Diagnostics services and accessories revenue was primarily a result of the 10% growth in our ~~active~~ installed base of premium instruments. The change in foreign currency exchange rates increased revenue growth by 1.75%.

3539

CAG Diagnostics Capital – Instrument Revenue. The increase in instrument revenue was primarily due to placements of our ~~recently~~new ~~launched~~ IDEXX inVue Dx Analyzer~~, as well as program pricing effects, partially offset by lower placements of other premium instruments~~. The change in foreign currency exchange rates increased revenue growth by 3.56%.

Veterinary Software, Services and Diagnostic Imaging Systems Revenue. The increase in recurring revenue was primarily due to higher realized prices and higher subscription and support services volume from our expanded SaaS installed base ~~and higher realized prices~~. The increase in our systems and hardware revenue was primarily due to higher diagnostic imaging system sales. ~~The change in foreign currency exchange rates increased revenue growth by 0.1%.~~

The following table presents the CAG segment results of operations:

	For the Three Months Ended June 30,								Change
	For the Three Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	1,~~022~~012,~~443~~534			$	~~922~~891,~~298~~990			$	~~100~~120,~~145~~544	1013.95	%
Cost of revenue	~~380~~385,~~341~~078				~~353~~347,~~227~~529				2737,~~114~~549		710.78	%
Gross profit	~~642~~627,~~102~~456		62.80	%	~~569~~544,~~071~~461		61.70	%	7382,~~031~~995		1215.82	%
Segment operating expenses:
Sales and marketing	~~146~~144,~~896~~608		14.43	%	~~129~~132,~~435~~848		14.09	%	1711,~~461~~760		138.59	%
General and administrative	8995,~~478~~498		89.84	%	~~147~~84,~~028~~611		~~15.~~9.5	%	~~(57~~10,~~550)~~887		~~(39~~12.19	%)
Research and development	5758,~~251~~879		5.68	%	5149,~~058~~920		5.56	%	68,~~193~~959		1217.19	%
Total segment operating expenses	~~293~~298,~~625~~985		2829.75	%	~~327~~267,~~521~~379		3530.50	%	~~(33~~31,~~896)~~606		~~(10~~11.38	%)
Segment income from operations	$	~~348~~328,~~477~~471	3432.14	%	$	~~241~~277,~~550~~082	2631.21	%	$	~~106~~51,~~927~~389	4418.35	%

Gross Profit. Gross profit increased due to higher revenue and a ~~110~~100 basis point increase in the gross profit margin. The increase in the gross profit margin reflected ~~the~~benefits ~~proportionately~~from ~~higher~~recurring revenue growth in IDEXX VetLab consumable ~~volume~~and ~~growth~~Reference Lab volumes, along with operational productivity ~~improvements~~and pricing benefits, ~~and~~which offset inflationary cost effects. These increases in the ~~benefits~~gross ~~from~~profit ~~net~~margin ~~price~~were ~~realization,~~reduced ~~offsetting~~by the ~~inflationary~~business ~~cost~~mix ~~impacts~~impact from high instrument revenue. The ~~overall~~ change in foreign currency exchange rates ~~decreased~~on the gross profit margin bywas ~~approximately~~not ~~10 basis points~~significant, including the impact of hedge losses during the current period compared to hedge gains in the prior period.

Segment Operating Expenses. Sales and marketing expense increased primarily due to higher personnel-related ~~and commercial~~ costs. General and administrative expense ~~decreased~~increased primarily due to ~~a $61.5 million expense in the prior year related to a litigation matter that concluded in April 2025, partially offset by~~ higher personnel-related and ~~information~~facility ~~technology~~ costs. Research and development expense increased primarily due to higher personnel-related and project costs. The change in foreign currency exchange rates increased operating expense growth by less than 1%.

3640


Water

The following table presents the Water segment results of operations:

	For the Three Months Ended June 30,								Change
	For the Three Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	5154,~~001~~297			$	4650,~~726~~162			$	4,~~275~~135	98.12	%
Cost of revenue	1516,~~490~~240				1415,~~652~~407				~~838~~833		5.74	%
Gross profit	3538,~~511~~057		6970.61	%	3234,~~074~~755		6869.63	%	3,~~437~~302		109.75	%
Segment operating expenses:
Sales and marketing	6,~~065~~431		11.98	%	5,~~971~~936		1211.8	%	94495		18.63	%
General and administrative	3,~~345~~841		67.61	%	43,~~324~~903		97.38	%	(~~979~~62)		(221.6	%)
Research and development	1,~~459~~370		2.95	%	1,~~275~~308		2.76	%	~~184~~62		~~14.~~4.7	%
Total segment operating expenses	1011,~~869~~642		21.34	%	11,~~570~~147		2422.82	%	~~(701)~~495		(64.14	%)
Segment income from operations	$	2426,~~642~~415	48.36	%	$	2023,~~504~~608	4347.91	%	$	42,~~138~~807	2011.29	%

Revenue. The increase in revenue was primarily due to higher realized prices and higher volumes. The increase in volumes was primarily due to placements of instruments and accessories, including the placements of our new UAUV Viewer Plus~~, and higher testing volumes, primarily in Europe and Asia Pacific~~. The change in foreign currency exchange rates increased revenue by approximately 01.82%.

Gross Profit. Gross profit increased due to higher revenue, as well as aan ~~100~~80 basis point increase in the gross profit margin. The net increase in the gross profit margin was primarily due to higher realized prices, ~~and~~reduced toby athe ~~lesser~~impact ~~extent,~~of ~~lower~~higher product costs. ~~These~~and ~~increases~~product ~~were partially offset by higher distribution costs~~mix. The change in foreign currency exchange rates decreased the gross profit margin by approximately 5010 basis points, including the impact of higher hedge losses during the current period compared to ~~hedge gains in~~ the prior period.

Segment Operating Expenses. Sales and marketing expense ~~increased~~and ~~primarily~~research ~~due to higher travel~~ and ~~meeting~~development ~~costs~~expense ~~partially~~increased ~~offset~~primarily bydue ~~lower~~to higher personnel-related costs. General and administrative expense decreased primarily due to lower ~~bad debt expense. Research and development expense increased primarily due to higher~~ personnel-related costs. The change in foreign currency exchange rates ~~was~~increased ~~not significant to~~ operating expense growth by approximately 1%.

3741


Livestock, Poultry and Dairy

The following table presents the LPD segment results of operations:

	For the Three Months Ended June 30,								Change
	For the Three Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	3133,~~762~~944			$	3028,~~306~~992			$	14,~~456~~952	417.81	%
Cost of revenue	1617,~~833~~999				14,~~748~~365				23,~~085~~634		1425.13	%
Gross profit	1415,~~929~~945		47.0	%	1514,~~558~~627		5150.35	%	~~(629)~~1,318		(49.0	%)
Segment operating expenses:
Sales and marketing	7,~~847~~898		2423.73	%	67,~~988~~210		2324.19	%	~~859~~688		129.35	%
General and administrative	4,~~555~~481		1413.32	%	43,~~179~~933		13.86	%	~~376~~548		913.09	%
Research and development	3,~~032~~095		9.51	%	2,~~892~~595		9.50	%	~~140~~500		419.83	%
Total segment operating expenses	15,~~434~~474		4845.6	%	1413,~~059~~738		4647.4	%	1,~~375~~736		912.86	%
Segment income from operations	$	~~(505)~~471	(1.64	%)	$	~~1,499~~889	43.91	%	$	(~~2,004~~418)	(~~133~~47.70	%)

Revenue. The increase in revenue was primarily due to ~~higher realized prices and~~ an increase in test volumes, primarily in ~~Asia~~North ~~Pacific~~America, Europe, and ~~North America~~Asia, ~~partially~~and ~~offset~~to bya ~~lower~~lesser ~~volumes~~extent, inhigher ~~Europe~~realized prices. The change in foreign currency exchange rates increased revenue growth by 2.29%.

Gross Profit. The ~~decrease~~increase in gross profit was primarily due to higher revenue, partially offset by a ~~430~~350 basis point decrease in the gross profit margin~~, partially offset by higher revenue~~. The net decrease in the gross profit margin was primarily due to higher product ~~and related~~ costs, partially offset by the impact from higher realized prices. The change in foreign currency exchange rates decreased the gross profit margin by approximately ~~180~~80 basis points, including the impact of hedge losses during the current period compared to hedge gains in the prior period.

Segment Operating Expenses. Sales and marketing expense and research and development expense increased primarily due to higher personnel-related costs. General and administrative expense increased primarily due to ~~personnel-related costs and~~ higher bad debt expense. ~~Research~~ and ~~development~~personnel-related ~~expense increased primarily due to higher facilities~~ costs. The change in foreign currency exchange rates increased operating expense growth by approximately 2%.

3842

Other

Other information combines and presents our OPTI Medical with our out-licensing arrangements and consolidated foreign currency transaction gains and losses for all operating segments. The following table presents the Other results of operations:

	For the Three Months Ended June 30,								Change
	For the Three Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	4,~~251~~464			$	4,~~248~~399			$	365	0.1.5	%
Cost of revenue	2,~~061~~568				12,~~792~~204				~~269~~364		1516.05	%
Gross profit	21,~~190~~896		5142.5	%	2,~~456~~195		5749.89	%	(~~266~~299)		(1013.86	%)
Other operating expenses:
Sales and marketing	~~299~~220		74.09	%	~~271~~287		6.45	%	28(67)		10(23.3	%)
General and administrative	12,~~303~~116		3047.74	%	~~1,712~~(560)		40(12.37	%)	~~(409)~~2,676		(23477.9	%)
Research and development	~~156~~71		31.76	%	~~225~~155		5.3.5	%	(6984)		(3054.72	%)
Total Other operating expenses	12,~~758~~407		4153.49	%	~~2,208~~(118)		52(2.07	%)	~~(450)~~2,525		(202,139.48	%)
Other income from operations	$	~~432~~(511)	10(11.24	%)	$	~~248~~2,313	552.86	%	$	~~184~~(2,824)	74(122.21	%)

Revenue. Revenue ~~increases~~increased from higher ~~sales~~realized ~~volumes~~prices ofon ~~our~~ OPTI ~~Medical~~medical ~~consumables and~~ instruments, ~~were~~largely offset by lower ~~royalty~~OPTI ~~revenue.~~medical instrument volumes.

Gross Profit. Gross profit decreased primarily due to a ~~630~~740 basis point decrease in the gross profit margin. The decrease in the gross profit margin was ~~largely~~primarily due to higher product ~~and~~costs, ~~freight~~partially ~~costs~~offset by higher realized prices. The change in foreign currency exchange rates did not have a significant impact on the gross profit margin.

Operating Expenses. Sales and marketing expense ~~increased~~and research and development expense decreased due to ~~higher~~lower personnel-related costs. General and administrative expense ~~decreased~~increased primarily due to ~~lower~~ foreign currency transaction losses ~~compared~~during to the ~~prior~~current ~~year.~~period, ~~Research~~compared ~~and development expense decreased due~~ to ~~lower~~gains ~~activities~~in ~~that~~the ~~were~~prior ~~not attributable to our three reportable segments~~period.

Non-Operating Items

Interest Expense and Income. Interest expense was $1110.37 million for the three months ended ~~June~~September 30, 2025, as compared to $87.17 million for the same period during the prior year. The increase in interest expense was primarily due to higher average debt levels and, ~~to a lesser extent,~~ higher interest rates. Interest income was $0.6 million for the three months ended ~~June~~September 30, 2025, compared to $32.47 million for the same period during the prior year, primarily due to a decrease in money market investments.

Provision for Income Taxes. Our effective income tax rate was 1820.94% for the three months ended ~~June~~September 30, 2025, compared to 2122.51% for the three months ended ~~June~~September 30, 2024. The decrease in our effective tax rate was primarily due to an increase in tax benefits related to share-based compensation, ~~and~~partially offset by the ~~resolution~~impacts ofrelated ~~international~~to recent U.S. tax ~~audits~~law changes.

3943

Results of Operations

~~Six~~Nine Months Ended ~~June~~September 30, 2025, Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Total Company. The following table presents total Company revenue by operating segment:

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
Net Revenue(dollars in thousands)	2025		2024		Dollar Change		Reported Revenue Growth (1)		Percentage Change from Currency		Percentage Change from Acquisitions		Organic Revenue Growth (1)
CAG	$	12,~~942~~954,~~279~~813	$	12,~~811~~703,~~583~~573	$	~~130~~251,~~696~~240	79.23	%	—0.4	%	~~0.1~~—	%	78.18	%
United States	1,~~308~~976,~~386~~804		1,~~230~~835,~~879~~049		77141,~~507~~755		67.37	%	—		0.1	%	67.27	%
International	~~633~~978,~~893~~009		~~580~~868,~~704~~524		53109,~~189~~485		912.26	%	0.1.4	%	—		911.13	%
Water	$	96150,~~322~~619	$	89139,~~797~~959	$	610,~~525~~660	7.36	%	(0.61	%)	—		7.96	%
United States	4977,~~593~~663		4673,~~660~~331		24,~~933~~332		65.39	%	—		—		65.39	%
International	4672,~~729~~956		4366,~~137~~628		36,~~592~~328		89.35	%	(10.31	%)	—		9.64	%
LPD	$	6094,~~358~~302	$	5887,~~511~~503	$	16,~~847~~799	37.28	%	(0.28	%)	—		37.40	%
United States	1118,~~555~~416		1015,~~279~~840		12,~~276~~576		1216.43	%	—		—		1216.43	%
International	4875,~~803~~886		4871,~~232~~663		~~571~~4,223		15.29	%	(0.29	%)	—		15.40	%
Other	$	813,~~925~~389	$	712,~~782~~181	$	1,~~143~~208	149.79	%	—		—		149.79	%
Total Company	$	23,~~107~~213,~~884~~123	$	12,~~967~~943,~~673~~216	$	~~140~~269,~~211~~907	79.12	%	—0.4	%	~~0.1~~—	%	78.17	%
United States	12,~~372~~077,~~730~~770		1,~~291~~929,~~155~~213		81148,~~575~~557		67.37	%	—		0.1	%	67.26	%
International	~~735~~1,~~154~~135,353		~~676~~1,~~518~~014,003		58121,~~636~~350		812.70	%	—1.2	%	—		810.7	%

(1)Reported revenue growth and organic revenue growth may not recalculate due to rounding.

Total Company Revenue. The increase in revenue primarily reflected growth in CAG Diagnostics recurring revenue, including benefits from higher ~~realized~~volumes ~~prices~~ and higher ~~volumes,~~realized ~~which~~prices. ~~were~~Volume growth was supported by new business gains, our expanded menu of available tests, and high customer retention rates, partially offset by ~~constraints~~continued ~~from~~pressure of macroeconomic and sector headwinds. Instrument revenue gains were primarily due to the placements of our ~~recently~~new ~~launched~~ IDEXX inVue Dx Analyzer. Higher ~~volumes~~price and ~~price~~volume gains in recurring veterinary software, services, and diagnostic imaging also contributed to revenue growth. Higher revenue in our Water business was primarily due to the ~~benefit~~benefits offrom ~~realized price increases and increased volumes. The increase in LPD revenue was primarily due to~~ higher realized prices and higher volumes. The increase in ~~Other~~LPD revenue was primarily due to higher volumes ~~of our OPTI Medical consumables~~ and ~~instruments.~~higher ~~Acquisitions~~realized ~~increased revenue growth by 0~~prices.~~1%.~~

4044

The following table presents total Company results of operations:

	For the Six Months Ended June 30,								Change
	For the Nine Months Ended September 30,								Change
Total Company - Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	23,~~107~~213,~~884~~123			$	12,~~967~~943,~~673~~216			$	~~140~~269,~~211~~907	79.12	%
Cost of revenue	~~789~~1,~~773~~211,658				~~755~~1,~~444~~134,949				3476,~~329~~709		46.58	%
Gross profit	12,~~318~~001,~~111~~465		62.53	%	1,~~212~~808,~~229~~267		61.64	%	~~105~~193,~~882~~198		810.7	%
Operating expenses:
Sales and marketing	~~317~~476,~~330~~487		1514.18	%	~~292~~438,~~118~~399		14.89	%	2538,~~212~~088		8.67	%
General and administrative	~~190~~296,~~242~~178		9.02	%	~~249~~341,~~267~~154		1211.76	%	(5944,~~025~~976)		(2313.72	%)
Research and development	~~120~~184,~~959~~374		5.7	%	~~108~~162,~~085~~063		5.5	%	1222,~~874~~311		1113.98	%
Total operating expenses	~~628~~957,~~531~~039		29.8	%	~~649~~941,~~470~~616		3332.0	%	~~(20~~15,~~939)~~423		(31.26	%)
Income from operations	$	~~689~~1,~~580~~044,426	32.75	%	$	~~562~~866,~~759~~651	2829.64	%	$	~~126~~177,~~821~~775	2220.5	%

Gross Profit. Gross profit increased due to higher revenue and a 90 basis point increase in the gross profit margin. The ~~increase~~increases in the gross profit margin reflected ~~proportionately~~benefits ~~higher~~from recurring revenue growth in IDEXX VetLab consumable ~~volume~~and ~~growth,~~Reference ~~favorable~~Lab ~~instrument placement mix~~volumes, ~~and~~along ~~the~~with ~~benefit~~operational ~~from~~productivity ~~net~~and ~~price~~pricing ~~realization~~benefits, ~~offsetting~~which offset inflationary cost ~~impacts~~effects. These increases in the gross profit margin were reduced by the business mix impact from ~~high~~higher instrument revenue. The change in foreign currency exchange rates ondecreased the gross profit margin ~~was~~by ~~not~~approximately ~~significant~~10 basis points, including the impact of lower hedge gains during the current period compared to the prior period.

Operating Expenses. Sales and marketing expense increased primarily due to higher personnel-related and commercial ~~costs~~expenses. General and administrative expense decreased primarily due to a $61.5 million expense in the prior year ~~related~~and to a ~~litigation matter, partially offset by a related~~ reduction in accrued expense of approximately $9 million in the first quarter of the current period ~~and~~related to a now-concluded litigation matter, partially offset by higher personnel-related, ~~and~~ information technology, and facility costs. Research and development expense increased primarily due to higher personnel-related ~~costs,~~and ~~as well as higher~~ project costs. The change in foreign currency exchange rates ~~was~~increased ~~not significant to~~ operating expense growth. by less than 1%.

4145

Companion Animal Group

The following table presents revenue by product and service category for CAG:

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
Net Revenue(dollars in thousands)	2025		2024		Dollar Change		Reported Revenue Growth (1)		Percentage Change from Currency		Percentage Change from Acquisitions		Organic Revenue Growth (1)
CAG Diagnostics recurring revenue:	$	12,~~684~~557,~~262~~535	$	12,~~588~~372,~~598~~041	$	95185,~~664~~494	67.08	%	—0.4	%	—		67.04	%
IDEXX VetLab consumables	~~719~~1,~~891~~107,704		~~642~~971,~~277~~405		77136,~~614~~299		1214.10	%	—0.6	%	—		1213.14	%
Rapid assay products	~~184~~272,~~274~~912		~~189~~282,~~605~~379		(59,~~331~~467)		(23.84	%)	(0.1	%)	—		(23.75	%)
Reference laboratory diagnostic and consulting services	~~712~~1,~~100~~074,825		~~691~~1,~~711~~020,094		2054,~~389~~731		25.94	%	0.14	%	—		25.90	%
CAG diagnostics services and accessories	67102,~~997~~094		6598,~~005~~163		23,~~992~~931		4.60	%	—0.6	%	—		43.64	%
CAG Diagnostics capital - instruments	$	90142,~~594~~073	$	6998,~~384~~912	$	2143,~~210~~161	3043.6	%	01.42	%	—		3042.14	%
Veterinary software, services and diagnostic imaging systems:	$	~~167~~255,~~423~~205	$	~~153~~232,~~601~~620	$	1322,~~822~~585	9.07	%	(0.21	%)	0.96	%	89.32	%
Recurring revenue	~~134~~205,~~747~~735		~~122~~187,~~817~~461		1118,~~930~~274		9.7	%	(0.21	%)	0.96	%	9.03	%
Systems and hardware	3249,~~676~~470		3045,~~784~~159		14,~~892~~311		69.15	%	(0.2	%)	0.86	%	59.62	%
Net CAG revenue	$	12,~~942~~954,~~279~~813	$	12,~~811~~703,~~583~~573	$	~~130~~251,~~696~~240	79.23	%	—0.4	%	~~0.1~~—	%	78.18	%

(1) Reported revenue growth and organic revenue growth may not recalculate due to rounding.

CAG Diagnostics Recurring Revenue. The increase in CAG Diagnostics recurring revenue was primarily due to higher volumes in IDEXX VetLab consumables and reference laboratory testing, partially offset by macroeconomic and sector headwinds, ~~and~~as well as benefits from higher realized prices. ~~offsetting~~The ~~inflationary~~change ~~cost~~in ~~impacts~~foreign currency exchange rates increased revenue growth by 0.4%.

The increase in IDEXX VetLab consumables revenue was primarily due to higher ~~volume~~volumes and ~~price~~higher ~~realization~~realized prices. Volume gains were supported by increases in testing including the benefits from 10% growth in our active installed base of premium instruments, which reflected new customers and continued high customer retention rates, ~~and~~as well as our expanded menu of available tests. The change in foreign currency exchange rates ~~did~~increased ~~not have a significant impact on~~ revenue growth by 0.6%.

The decrease in rapid assay revenue resulted primarily from a shift of customers’ pancreatic lipase testing to our Catalyst instrument platform, ~~as well as lower clinical visits in the U.S.,~~ partially offset by higher ~~price~~realized ~~realization~~prices. ~~The change in foreign currency exchange rates decreased revenue growth by 0.1%.~~

The increase in reference laboratory diagnostic and consulting services revenue was due to higher ~~global price realization and higher~~ testing volumes in the U.S., Europe, and Asia Pacific, and higher realized prices. The change in foreign currency exchange rates increased revenue growth by 0.14%.

The increase in CAG Diagnostics services and accessories revenue was primarily a result of growth in our ~~active~~ installed base of premium instruments. The change in foreign currency exchange rates increased revenue growth by 0.6%.

4246

CAG Diagnostics Capital – Instrument Revenue. The increase in instrument revenue was primarily due to placements of our ~~recently~~new ~~launched~~ IDEXX inVue Dx Analyzer, partially offset by lower placements of other premium instruments. The change in foreign currency exchange rates ~~decreased~~increased revenue growth by 01.42%.

Veterinary Software, Services and Diagnostic Imaging Systems Revenue. The increase in recurring revenue was primarily due to higher subscription and support services volume from our expanded SaaS installed base and from higher realized prices. The increase in our systems and hardware revenue was primarily due to higher diagnostic imaging system sales. ~~The change in foreign currency exchange rates decreased revenue growth by 0.2%.~~ Acquisitions increased revenue growth by 0.96%.

The following table presents the CAG segment results of operations:

	For the Six Months Ended June 30,								Change
	For the Nine Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	12,~~942~~954,~~279~~813			$	12,~~811~~703,~~583~~573			$	~~130~~251,~~696~~240	79.23	%
Cost of revenue	~~725~~1,~~354~~110,432				~~696~~1,~~276~~043,805				2966,~~078~~627		46.24	%
Gross profit	1,~~216~~844,~~925~~381		62.74	%	1,~~115~~659,~~307~~768		61.64	%	~~101~~184,~~618~~613		911.1	%
Segment operating expenses:
Sales and marketing	~~289~~434,~~808~~416		14.97	%	~~266~~399,~~338~~186		14.78	%	2335,~~470~~230		8.8	%
General and administrative	~~171~~267,~~612~~110		89.80	%	~~228~~313,~~831~~442		1211.6	%	(5746,~~219~~332)		(2514.08	%)
Research and development	~~111~~170,~~873~~752		5.8	%	98148,~~892~~812		5.5	%	1221,~~981~~940		1314.17	%
Total segment operating expenses	~~573~~872,~~293~~278		29.5	%	~~594~~861,~~061~~440		3231.89	%	~~(20~~10,~~768)~~838		(31.53	%)
Segment income from operations	$	~~643~~972,~~632~~103	3332.19	%	$	~~521~~798,~~246~~328	2829.85	%	$	~~122~~173,~~386~~775	2321.58	%

Gross Profit. Gross profit increased due to higher revenue and a ~~110~~100 basis point increase in the gross profit margin. The ~~increase~~increases in the gross profit margin reflected ~~proportionately~~benefits ~~higher~~from recurring revenue growth in IDEXX VetLab consumable ~~volume~~and ~~growth~~Reference ~~and~~Lab ~~the~~volumes, ~~benefit~~along ~~from~~with ~~net~~operational ~~price~~productivity ~~realization~~and pricing benefits, ~~offsetting~~which offset inflationary cost ~~impacts~~effects. These increases in the gross profit margin were reduced by the business mix impact from ~~high~~higher instrument revenue. The change in foreign currency exchange rates on the gross profit margin was not significant, including the impact of lower hedge gains during the current period compared to the prior period.

Segment Operating Expenses. Sales and marketing expense increased primarily due to higher personnel-related and commercial costs. General and administrative expense decreased primarily due to a $61.5 million expense in the prior year ~~related~~and to a ~~litigation matter, partially offset by a related~~ reduction in accrued expense of approximately $9 million in the first quarter of the current period ~~and~~related to a now-concluded litigation matter, partially offset by higher personnel-related and information technology costs. Research and development expense increased primarily due to higher personnel-related costs, as well as higher project costs. The change in foreign currency exchange rates was not significant to operating expense growth.

4347


Water

The following table presents the Water segment results of operations:

	For the Six Months Ended June 30,								Change
	For the Nine Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	96150,~~322~~619			$	89139,~~797~~959			$	610,~~525~~660	7.36	%
Cost of revenue	2844,~~738~~978				2742,~~226~~633				12,~~512~~345		5.65	%
Gross profit	67105,~~584~~641		70.21	%	6297,~~571~~326		69.75	%	58,~~013~~315		8.05	%
Segment operating expenses:
Sales and marketing	1218,~~107~~538		12.63	%	1117,~~487~~423		12.84	%	~~620~~1,115		56.4	%
General and administrative	710,~~123~~964		7.43	%	812,~~631~~534		9.60	%	(1,~~508~~570)		(1712.5	%)
Research and development	24,~~895~~265		32.08	%	23,~~519~~827		2.87	%	~~376~~438		1411.94	%
Total segment operating expenses	2233,~~125~~767		2322.04	%	2233,~~637~~784		2524.21	%	(~~512~~17)		(20.31	%)
Segment income from operations	$	4571,~~459~~874	47.27	%	$	3963,~~934~~542	4445.54	%	$	58,~~525~~332	13.81	%

Revenue. The increase in revenue was due to higher realized prices and higher volumes. The increase in volumes was due to higher testing volumes, primarily in ~~Europe~~Latin America and ~~Asia~~Europe, ~~Pacific~~as well as placements of instruments and accessories. The change in foreign currency exchange rates decreased revenue growth by 0.61%.

Gross Profit. Gross profit increased due to higher revenue as well as a 5060 basis point increase in the gross profit margin. The net increase in the gross profit margin was due to higher realized prices, ~~partially~~reduced ~~offset~~ by the impact of higher product and distribution costs. The change in foreign currency exchange rates decreased the gross profit margin by approximately 10 basis points, including the impact of ~~higher~~lower hedge gains during the current period compared to the prior period.

Segment Operating Expenses. Sales and marketing expense increased primarily due to higher ~~travel~~personnel-related and ~~meeting~~travel ~~costs~~ and ~~higher~~meeting ~~personnel-related~~ costs. General and administrative expense decreased primarily due to lower bad debt expense and lower personnel-related costs. Research and development expense increased primarily due to higher personnel-related costs. The change in foreign currency exchange rates ~~decreased~~was ~~operating~~not ~~expense~~significant ~~growth~~to byoperating ~~less~~expense ~~than 1%~~growth.

4448


Livestock, Poultry and Dairy

The following table presents the LPD segment results of operations:

	For the Six Months Ended June 30,								Change
	For the Nine Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	6094,~~358~~302			$	5887,~~511~~503			$	16,~~847~~799	37.28	%
Cost of revenue	3149,~~064~~063				2742,~~719~~084				36,~~345~~979		1216.16	%
Gross profit	2945,~~294~~239		48.50	%	3045,~~792~~419		5251.69	%	(~~1,498~~180)		(40.94	%)
Segment operating expenses:
Sales and marketing	1422,~~858~~756		24.61	%	1320,~~727~~937		23.59	%	1,~~131~~819		8.27	%
General and administrative	813,~~929~~410		14.82	%	812,~~487~~420		14.52	%	~~442~~990		58.20	%
Research and development	58,~~887~~982		9.85	%	68,~~213~~808		10.61	%	~~(326)~~174		~~(5.~~2.0	%)
Total segment operating expenses	2945,~~674~~148		4947.29	%	2842,~~427~~165		48.62	%	12,~~247~~983		47.41	%
Segment income from operations	$	~~(380)~~91	(0.61	%)	$	23,~~365~~254	43.07	%	$	(23,~~745~~163)	(~~116~~97.12	%)

Revenue. The increase in revenue was primarily due to higher ~~realized prices and an increase in~~ test volumes in the Americas and Asia Pacific, ~~partially~~and ~~offset~~higher byrealized ~~lower volumes in Europe~~prices. The change in foreign currency exchange rates decreased revenue growth by 0.28%.

Gross Profit. The decrease in gross profit was primarily due to a ~~410~~390 basis point decrease in the gross profit margin, partially offset by higher revenue. The net decrease in the gross profit margin was primarily due to higher product ~~and related~~ costs, ~~partially~~reduced ~~offset~~ by the impact from higher realized prices. The change in foreign currency exchange rates decreased the gross profit margin by approximately 5060 basis points, including the impact of lower hedge gains during the current period compared to the prior period.

Segment Operating Expenses. Sales and marketing expense increased primarily due to higher personnel-related and travel costs. General and administrative expense increased primarily due to higher personnel-related costs and bad debt expense. Research and development expense ~~decreased~~increased primarily due to ~~lower~~higher personnel-related costs. The change in foreign currency exchange rates ~~was~~increased ~~not significant to~~ operating expense growth by approximately 1%.

4549

Other

	For the Six Months Ended June 30,								Change
	For the Nine Months Ended September 30,								Change
Results of Operations(dollars in thousands)	2025		Percent of Revenue		2024		Percent of Revenue		Amount		Percentage
Revenues	$	813,~~925~~389			$	712,~~782~~181			$	1,~~143~~208	149.79	%
Cost of revenue	47,~~617~~185				46,~~223~~427				~~394~~758		911.38	%
Gross profit	46,~~308~~204		4846.3	%	35,~~559~~754		4547.72	%	~~749~~450		217.08	%
Other operating expenses:
Sales and marketing	~~557~~777		65.28	%	~~566~~853		7.30	%	(976)		(18.69	%)
General and administrative	24,~~578~~694		2835.91	%	32,~~318~~758		4222.6	%	~~(740)~~1,936		~~(22~~70.32	%)
Research and development	~~304~~375		32.48	%	~~461~~616		5.91	%	(~~157~~241)		(3439.1	%)
Total Other operating expenses	35,~~439~~846		3843.57	%	4,~~345~~227		5534.87	%	~~(906)~~1,619		~~(20~~38.93	%)
Other income from operations	$	~~869~~358	92.7	%	$	~~(786)~~1,527	~~(10~~12.15	%)	$	(1,~~655~~169)	(~~210~~76.6	%)

Revenue. The increase in revenue was primarily due to higher sales volumes of our OPTI Medical consumables and instruments.

Gross Profit. Gross profit increased due to higher revenues, ~~and~~partially offset by a ~~260~~90 basis point ~~increase~~decrease in the gross profit margin. The ~~increase~~decrease in the gross profit margin was largely due to ~~lower~~higher product costs, partially offset by higher realized prices. The change in foreign currency exchange rates did not have a significant impact on the gross profit margin.

Operating Expenses. Sales and marketing expense ~~increased~~decreased due to ~~higher~~lower personnel-related costs. General and administrative expense ~~decreased~~increased primarily due to ~~lower~~higher foreign currency transaction losses compared to the prior ~~year~~period. Research and development expense decreased due to lower activities that were not attributable to our three reportable segments.

Non-Operating Items

Interest Expense and Income. Interest expense was $1929.06 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $1623.07 million for the same period during the prior year. The increase in interest expense was primarily due to higher average debt levels and, ~~to a lesser extent,~~ higher interest rates. Interest income was $12.84 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $710.85 million for the same period during the prior year, primarily due to a decrease in money market investments.

Provision for Income Taxes. Our effective income tax rate was 20.2% for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to 2021.93% for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease in our effective tax rate was primarily driven by an increase in tax benefits related to share-based compensation and the resolution of international tax audits, partially offset by the impacts related to recent U.S. tax law changes.

4650

Liquidity and Capital Resources

We fund the capital needs of our business through cash on hand, funds generated from operations, proceeds from long-term senior note financings, and amounts available under our Credit Facility. We generate cash primarily through the payments made by customers for our companion animal veterinary, livestock, poultry, dairy, and water products and services, consulting services, and other various systems and services. Our cash disbursements are primarily related to compensation and benefits for our employees, inventory and supplies, repurchases of our common stock, taxes, research and development, capital expenditures, rents, occupancy-related charges, interest expense, and business acquisitions. Working capital totaled $~~138~~225.52 million as of ~~June~~September 30, 2025, compared to $332.0 million as of December 31, 2024. The change in working capital is primarily due to lower cash balances and higher borrowings outstanding on ~~the~~our Credit Facility in the current year. As of ~~June~~September 30, 2025, we had $~~164~~208.62 million of cash and cash equivalents, compared to $288.3 million as of December 31, 2024. As of ~~June~~September 30, 2025, we had a remaining borrowing availability of $~~669~~793.12 million under our $1.25 billion Credit Facility, with $~~579~~455.0 million in outstanding borrowings under ~~the~~our Credit Facility. As of December 31, 2024, we had $250.0 million in outstanding borrowings under ~~the~~our Credit Facility. The general availability of funds under our Credit Facility is reduced by $1.9 8 million for outstanding letters of credit. We believe that, if necessary, we could obtain additional borrowings to fund our growth objectives. We further believe that current cash and cash equivalents, funds generated from operations, and committed borrowing availability will be sufficient to fund our operations, capital purchase requirements, and anticipated growth needs for the next twelve months. We believe that these resources, coupled with our ability, as needed, to obtain additional financing, will also be sufficient to fund our business as currently conducted for the foreseeable future. We may enter into new financing arrangements or refinance or retire existing debt in the future depending on market conditions. Should we require more capital in the U.S. than is generated by our operations, for example, to fund significant discretionary activities, we could elect to raise capital in the U.S. through the incurrence of debt or equity issuances, which we may not be able to complete on favorable terms or at all. In addition, these alternatives could result in increased interest expense or other dilution of our earnings.

We manage our worldwide cash requirements considering available funds among all of our subsidiaries. Our foreign cash and cash equivalents are generally available without restrictions to fund ordinary business operations outside the U.S.

The following table presents cash and cash equivalents held domestically and by our foreign subsidiaries:

Cash and cash equivalents(dollars in thousands)	~~June~~September 30, 2025		December 31, 2024
U.S.	$	1813,~~555~~838	$	145,118
Foreign	~~146~~194,~~039~~328		143,148
Total	$	~~164~~208,~~594~~166	$	288,266
Total cash and cash equivalents held in U.S. dollars by our foreign subsidiaries	$	1239,~~129~~009	$	10,623

As of ~~June~~September 30, 2025, of the $~~164~~208.62 million of cash and cash equivalents held, $~~157~~202.17 million was held as bank deposits and $75.5 million was held in a U.S. government money market fund. As of December 31, 2024, of the $288.3 million of cash and cash equivalents held, $148.7 million was held as bank deposits and $139.6 million was held in a U.S. government money market fund. Our bank deposits are held at a diversified group of institutions, primarily systemically important banks. Cash and cash equivalents as of ~~June~~September 30, 2025, included approximately $1.0 million in cash denominated in a non-U.S. ~~currencies~~currency held in a country with currency control restrictions, which ~~limit~~limits our ability to transfer funds outside of the country in which they are held without incurring costs.

4751

The following table presents additional key information concerning working capital:

For the Three Months Ended

June 30,2025

March 31,2025

December 31,2024

September 30, 2024

June 30,2024

September 30,2025

June 30,2025

March 31,2025

December 31,2024

September 30, 2024

Days sales outstanding (1)

4446.75

4544.7

~~47.1~~

45.7

~~48.9~~

47.1

~~47.3~~

48.9

Inventory turns (2)

1.5

1.35

~~1.3~~

1.3

~~1.3~~

1.3

~~1.4~~

1.3

(1) Days sales outstanding represents the average of the accounts receivable balances at the beginning and end of each quarter divided by revenue for that quarter, the result of which is then multiplied by 91.25 days.

(2) Inventory turns are calculated as the ratio of our inventory-related cost of revenue for the quarter multiplied by four, divided by the average inventory balances at the beginning and end of each quarter.

Sources and Uses of Cash

The following table presents cash provided (used):

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(dollars in thousands)

2025

2024

Change

Net cash provided by operating activities

~~423~~826,~~705~~045

~~446~~666,~~897~~976

~~(23~~159,~~192)~~069

Net cash used by investing activities

(63108,~~238~~109)

(~~139~~167,~~851~~219)

7659,~~613~~110

Net cash used by financing activities

(~~495~~809,~~952~~262)

(~~354~~645,~~312~~291)

(~~141~~163,~~640~~971)

Net effect of changes in exchange rates on cash

11,~~813~~226

~~(5,076)~~238

1610,~~889~~988

Net change in cash and cash equivalents

(~~123~~80,~~672~~100)

(52145,~~342~~296)

~~(71~~65,~~330)~~196

Operating Activities. Cash provided by operating activities during the ~~six~~nine months ended ~~June~~September 30, 2025, was $~~423~~826.70 million, which was a net ~~decrease~~increase in operating cash flows of $23159.21 million, compared to the same period during the prior year. Cash was provided from net income of $~~536~~811.73 million, adjusted for net non-cash items of $~~111~~259.63 million, partially offset by a net decrease from changes in operating assets and liabilities of $~~224~~244.5 million. The following table presents cash flow impacts from changes in operating assets and liabilities, excluding the effects of foreign exchange rate fluctuations:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(dollars in thousands)

2025

2024

Change

Accounts receivable

(7482,~~889~~586)

(8256,~~981~~087)

8(26,~~092~~499)

Inventories

(42,~~081~~202)

(624,~~213~~756)

222,~~132~~554

Other assets and liabilities

(~~139~~160,~~906~~944)

18(45,~~783~~272)

(~~158~~115,~~689~~672)

Accounts payable

(124,~~113~~977)

32,~~802~~347

(157,~~915~~324)

Deferred revenue

6,~~446~~216

(~~526~~735)

6,~~972~~951

Total change in cash due to changes in operating assets and liabilities

(~~224~~244,~~543~~493)

(67124,~~135~~503)

(~~157~~119,~~408~~990)

Cash used by changes in operating assets and liabilities during the ~~six~~nine months ended ~~June~~September 30, 2025, increased $~~157~~120.40 million, compared to the same period during the prior year. During the current period, we paid approximately $80 million, which was accrued in prior years, to conclude a litigation matter and the payment is included within the cash flow impacts from changes in other assets and liabilities. ~~Higher~~The ~~tax payments in the current period and an~~ increase in contract assets arising from customer commitment arrangements, partially offset by lower tax payments and lower annual employee incentive program payments in the current period, also contributed to the increase in cash used for other assets and liabilities, compared to the same period in the prior year.

We have historically experienced proportionately lower net cash flows from operating activities during the first quarter and proportionately higher cash flows from operating activities for the remainder of the year driven primarily by payments related to annual employee incentive programs in the first quarter following the year for which the bonuses were earned.

Investing Activities. Cash used by investing activities was $63108.21 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~139~~167.92 million for the same period during the prior year. The decrease in cash used by investing activities was primarily due to the acquisition of a software business during the prior-year period, compared to smaller asset acquisitions in the current-year period.

4852

Our total capital expenditure plan for 2025 is estimated to be approximately $~~160~~140.0 million, which includes capital investments in manufacturing and operations facilities and technology infrastructure to support growth and efficiencies, as well as investments in customer-facing software development.

Financing Activities. Cash used by financing activities was $~~496~~809.03 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~354~~645.3 million used for the same period during the prior year. The increase in cash used was primarily due to $~~739~~979.02 million of repurchases of our common stock during the current year, compared to $~~370~~591.30 million of repurchases during the prior year, as well as a payment upon the maturity of our 2025 Series C Notes equivalent to $103.4 million. This increase in cash used by financing activities was partially offset by $~~329~~205.0 million in net borrowings under our Credit Facility during the current year, compared to no activity under our Credit Facility during the prior-year period. We also remitted approximately $8.4 million of excise tax related to the repurchase of our common stock on April 15, 2025, which is included in the repurchases of common stock on our cash flow statement.

We believe that the repurchase of our common stock is a favorable means of returning value to our stockholders, and we also repurchase our stock to offset the dilutive effect of our share-based compensation programs. Repurchases of our common stock may vary depending upon the level of other investing and deployment activities, as well as share price and prevailing interest rates, and are subject to market conditions. Refer to Note 12 to the unaudited condensed consolidated financial statements in “Part I. Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for additional information about our share repurchases.

As of ~~June~~September 30, 2025, we had $~~579~~455.0 million in outstanding borrowings under ~~the~~our Credit Facility, of which $250.0 million is outstanding borrowings under our term loan that matures on October 20, 2025. WeOn ~~anticipate~~October ~~paying~~20, ~~off~~2025, ~~our~~we ~~term~~paid ~~loan~~our ~~when~~$250.0 ~~due~~million interm ~~October~~loan ~~2025,~~ with ~~available~~a ~~cash~~combination onof ~~hand,~~ borrowings under our revolving line of credit, orand aavailable ~~combination~~cash ~~thereof~~on hand. The obligations under our Credit Facility may be accelerated upon the occurrence of an event of default under ~~the~~our Credit Facility, which includes customary events of default including payment defaults, defaults in the performance of the affirmative, negative, and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency-related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under the Employee Retirement Income Security Act of 1974 (“ERISA”), the failure to pay specified indebtedness, cross-acceleration to specified indebtedness, and a change of control default. ~~The~~Our Credit Facility contains affirmative, negative, and financial covenants customary for financings of this type. The negative covenants include restrictions on liens, indebtedness of subsidiaries of the Company, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test as described below.

The aggregate principal amounts of our 2025 Series B Notes will become due and payable on December 11, 2025. We anticipate paying off our 2025 Series B Notes for $75.0 million when due in December 2025, with available cash on hand, borrowings under our Credit Facility, or proceeds from the issuance of new notes, or a combination thereof.

The ~~Should~~aggregate weprincipal ~~elect~~amounts ~~to prepay any~~ of our ~~senior~~2026 ~~notes,~~Series ~~such~~Notes ~~aggregate~~will ~~prepayment~~become ~~will~~due ~~include~~and ~~the~~payable ~~applicable~~on ~~make-whole~~September ~~amount(s)~~9, as2026. ~~defined~~We ~~within~~anticipate ~~the~~paying ~~applicable~~off ~~Senior~~our ~~Note~~2026 ~~Agreements.~~Series ~~Additionally,~~Notes infor ~~the~~$75.0 ~~event~~million ofwhen adue ~~change~~ in ~~control~~September ~~of the Company or upon the disposition of certain assets of the Company~~2026, ~~the~~with ~~proceeds~~available ofcash ~~which~~on ~~are not reinvested (as defined in the Senior Note Agreements)~~hand, weborrowings ~~may be required to prepay all or a portion of the senior notes. The obligations~~ under ~~the~~our ~~senior~~Credit ~~notes may be accelerated upon the occurrence of an event of default under the applicable Senior Note Agreements~~Facility, ~~each~~or ofproceeds ~~which~~from ~~includes customary events of default including payment defaults, defaults in~~ the ~~performance~~issuance of ~~the~~new ~~affirmative~~notes, ~~negative and financial covenants, the inaccuracy of representations~~ or warranties, bankruptcy and insolvency-related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under ERISA, the failure to pay specified indebtedness, cross-acceleration to specified indebtedness, and a ~~change~~combination ~~of control default~~thereof. The Senior Note Agreements contain affirmative, negative, and financial covenants customary for agreements of this type. The negative covenants include restrictions on liens, indebtedness of our subsidiaries, priority indebtedness, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of laws and regulations. The sole financial covenant is a consolidated leverage ratio test as described below.

~~Effect~~ Should we elect to prepay any of ~~Currency~~our ~~Translation~~senior onnotes, ~~Cash~~such aggregate prepayment will include the applicable make-whole amount(s), as defined within the applicable Senior Note Agreements. ~~The~~ ~~net~~Additionally, ~~effect~~in the event of ~~changes~~a change in ~~foreign currency exchange~~control ~~rates~~of isthe ~~related~~Company toor ~~changes~~upon the disposition of certain assets of the Company, the proceeds of which are not reinvested (as defined in ~~exchange~~the ~~rates~~Senior ~~between~~Note Agreements), we may be required to prepay all or a portion of the Usenior notes.S. ~~dollar~~The ~~and~~obligations under the ~~functional~~senior ~~currencies~~notes may be accelerated upon the occurrence of ~~our~~an ~~foreign~~event ~~subsidiaries.~~of ~~These~~default ~~changes~~under ~~will~~the ~~fluctuate~~applicable ~~for~~Senior Note Agreements, each ~~period~~of ~~presented~~which asincludes customary events of default including payment defaults, defaults in the ~~value~~performance of the ~~U.S.~~affirmative, ~~dollar relative~~ negative, and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency-related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under ERISA, the ~~value~~failure to pay specified indebtedness, cross-acceleration to specified indebtedness, and a change of ~~foreign~~control ~~currencies~~default. ~~changes~~The Senior Note Agreements contain affirmative, negative, and financial covenants customary for agreements of this type. AThe ~~currency’s~~negative ~~value~~covenants ~~depends~~include restrictions on ~~many~~liens, ~~factors~~indebtedness of our subsidiaries, ~~including~~priority ~~interest~~indebtedness, ~~rates~~fundamental ~~and~~changes, ~~the~~investments, ~~issuing~~transactions ~~governments’~~with ~~debt~~affiliates, ~~levels~~certain restrictive agreements, and ~~strength~~violations of ~~economy~~sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test as described below.

Effect of Currency Translation on Cash. The net effect of changes in foreign currency exchange rates is related to changes in exchange rates between the U.S. dollar and the functional currencies of our foreign subsidiaries. These changes will fluctuate for each period presented as the value of the U.S. dollar relative to the value of foreign currencies changes. A

currency’s value depends on many factors, including interest rates and the issuing governments’ debt levels and strength of economy.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements or variable interest entities, except for letters of credit and third-party guarantees.

49Financial Covenant. The sole financial covenant of our Credit Facility and Senior Note Agreements is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation and amortization, non-recurring transaction expenses incurred in connection with acquisitions, share-based compensation expense, and certain other non-cash losses and charges (“Adjusted EBITDA”), as defined in the Senior Note Agreement and Credit Facility, not to exceed 3.5-to-1. As of September 30, 2025, we were in compliance with such covenant. The following details our consolidated leverage ratio calculation:

Financial Covenant. The sole financial covenant of our Credit Facility and Senior Note Agreements is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation and amortization, non-recurring transaction expenses incurred in connection with acquisitions, share-based compensation expense, and certain other non-cash losses and charges (“Adjusted EBITDA”), as defined in the Senior Note Agreement and Credit Facility, not to exceed 3.5-to-1. As of June 30, 2025, we were in compliance with such covenant. The following details our consolidated leverage ratio calculation:


(dollars in thousands)	Twelve Months Ended
Trailing 12 Months Adjusted EBITDA:	September 30, 2025

Net income attributable to stockholders	$	1,027,425
Interest expense	37,140
Provision for income taxes	246,169
Depreciation and amortization	140,168
Acquisition-related expense	73
Share-based compensation expense	58,160
Extraordinary and other non-recurring non-cash charges	160
Adjusted EBITDA	$	1,509,295

Debt to Adjusted EBITDA Ratio:	September 30, 2025

Line of Credit	$	455,000
Current and long-term portions of long-term debt	524,822
Total debt	979,822
Acquisition-related contingent consideration payable	4,087
Deferred financing costs	178
Gross debt	$	984,087
Gross debt to Adjusted EBITDA ratio	0.65

Less: Cash and cash equivalents	$	208,166
Net debt	$	775,921
Net debt to Adjusted EBITDA ratio	0.51

(dollars in thousands)	Twelve Months Ended
Trailing 12 Months Adjusted EBITDA:	June 30, 2025
Net income attributable to stockholders	$	985,656
Interest expense	34,182
Provision for income taxes	242,076
Depreciation and amortization	137,674
Acquisition-related expense	—
Share-based compensation expense	59,645
Extraordinary and other non-recurring non-cash charges	—
Adjusted EBITDA	$	1,459,233
Debt to Adjusted EBITDA Ratio:	June 30, 2025
Line of Credit	$	579,000
Current and long-term portions of long-term debt	524,806
Total debt	1,103,806
Acquisition-related contingent consideration payable	1,787
Deferred financing costs	194
Gross debt	$	1,105,787
Gross debt to Adjusted EBITDA ratio	0.76
Less: Cash and cash equivalents	$	164,594
Net debt	$	941,193
Net debt to Adjusted EBITDA ratio	0.64

Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA ratio, and net debt to Adjusted EBITDA ratio are non-GAAP financial measures which should be considered in addition to, and not as a replacement for, financial measures presented according to U.S. GAAP. Management believes that reporting these non-GAAP financial measures provides supplemental analysis to help investors further evaluate our business performance and available borrowing capacity under our Credit Facility.

Other Commitments, Contingencies and Guarantees

Significant commitments, contingencies, and guarantees as of ~~June~~September 30, 2025, are described in Note 16 to the unaudited condensed consolidated financial statements in “Part I. Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting us, refer to the section under the heading “Part II. Item 7A. Quantitative and Qualitative Disclosure About Market Risk” of our 2024 Annual Report. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the market risks described in our 2024 Annual Report, except for the impact of foreign exchange rates, as discussed below.

Foreign Currency Exchange Impacts. Our foreign currency exchange impacts on operating results are comprised of three components: 1) local currency revenues and expenses; 2) the impact of foreign currency exchange hedge contracts; and 3) intercompany and monetary balances for our subsidiaries that are denominated in a currency that is different from the functional currency used by each subsidiary.

Approximately 23% and 22% of our consolidated revenue was derived from products manufactured in the U.S. and sold internationally in local currencies for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to approximately 22% and 21% for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Strengthening of the U.S. dollar exchange rate relative to other currencies has a negative impact on our revenues derived in currencies other than the U.S. dollar and on profits of products manufactured in the U.S. and sold internationally, and a weakening of the U.S. dollar has the opposite effect. Similarly, to the extent that the U.S. dollar is stronger in current or future periods relative to the exchange rates in effect in the corresponding prior periods, our growth rate will be negatively affected. The ~~impact~~impacts of foreign currency denominated costs and expenses and foreign currency denominated supply contracts partially ~~offsets~~offset this exposure. Additionally, our designated hedges of intercompany inventory purchases and sales help delay the impact of certain exchange rate fluctuations on non-U.S. dollar denominated revenues.

The following table presents the estimated foreign currency exchange impact on our revenues, operating profit, and diluted earnings per share (net of tax) for the current ~~period~~periods compared to the respective prior-year ~~period~~periods:

	For the Three Months EndedJune 30,				For the Six Months EndedJune 30,
	For the Three Months EndedSeptember 30,				For the Nine Months EndedSeptember 30,
(in thousands, except per share amounts)	2025		2024		2025		2024
Revenue increase (decrease)	$	1213,~~454~~034	$	~~(7,109)~~643	$	~~201~~13,235	$	(6,~~862~~219)
Operating profit (decrease) increase, excluding hedge activity and exchange impacts of foreign currency transactions	$	57,~~490~~349	$	(~~3,811~~810)	$	(15,~~795)~~554	$	(34,~~638~~448)
Hedge (losses) gains - current period	(1,180)		1,721		2,565		2,531
Hedge gains (losses) - current period	(1,965)		512		600		3,043
Foreign currency transactions (losses) - current period	(568)		(1,001)		(1,239)		(1,934)
Foreign currency transactions gains (losses) - current period	(1,587)		1,381		(2,826)		(553)
Operating profit increase (decrease) - current period	$	3,~~742~~797	$	(31,~~091)~~083	$	~~(469)~~3,328	$	(31,~~041~~958)
Hedge gains - prior period	(1,721)		(115)		(2,531)		(450)
Hedge (gains) losses - prior period	(512)		(1,273)		(3,043)		(1,723)
Foreign currency transaction losses - prior period	1,001		593		1,934		675
Foreign currency transaction (gains) losses - prior period	(1,381)		1,396		553		2,071
Operating profit increase (decrease) - compared to prior period	$	31,~~022~~904	$	(21,~~613)~~206	$	~~(1,066)~~838	$	(21,~~816~~610)
Diluted earnings per share increase (decrease) - compared to prior period	$	0.0302	$	(0.~~02)~~01	$	(0.01)	$	(0.0201)

AtThe our current foreign exchange rate assumptions, we anticipate year-over-year changes for the remainder of the year will increase our revenues by approximately $28 million and increase operating profit and diluted earnings per share by approximately $13 million and $0.13 per share, respectively. These favorable currency impacts toon ~~our operating profit and~~ diluted earnings per share ~~include~~presented ~~net~~may ~~year-over-year~~not ~~impacts~~recalculate ofdue ~~foreign currency hedging activity, which is expected~~ to ~~decrease our total operating profit by approximately $5 million and $0~~rounding.05 per share for the remainder of the year ending December 31, 2025. These estimates assume that the value of the U.S. dollar will reflect the euro at $1.15, the British pound at $1.34, the Canadian dollar at $0.72, and the Australian dollar at $0.64; and the Japanese yen at ¥149, the Chinese renminbi at RMB 7.26, and the Brazilian real at R$5.55 relative to the U.S. dollar for the remainder of 2025. The actual impact of changes in the value of the U.S. dollar against foreign currencies in which we transact may materially differ from our expectations.

51At our current foreign exchange rate assumptions, we anticipate year-over-year changes for the remainder of the year will increase our revenues by approximately $18 million and increase operating profit and diluted earnings per share by approximately $11 million and $0.10 per share, respectively. These favorable currency 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 decrease our total operating profit by approximately $4 million and $0.04 per share for the remainder of the year ending December 31, 2025. These estimates assume that the value of the U.S. dollar will reflect the euro at $1.15, the British pound at $1.34, the Canadian dollar at $0.72, and the Australian dollar at $0.64; and the Japanese yen at ¥149, the Chinese renminbi at RMB 7.26, and the Brazilian real at R$5.55 relative to the U.S. dollar for the remainder of 2025. The actual impact of changes in the value of the U.S. dollar against foreign currencies in which we transact may materially differ from our expectations.

Based on projected revenues and expenses for the remainder of 2025, excluding the impact of intercompany and trade balances denominated in currencies other than the functional subsidiary currencies, we project a 1% strengthening of the U.S. dollar would reduce revenue by approximately $8 million and operating income by approximately $3 million, net of hedge positions.55

~~Interest~~Based ~~Rate~~on ~~Risk.~~projected Werevenues ~~entered~~and ~~into~~expenses anfor ~~interest rate swap to manage~~ the ~~effect~~remainder of ~~variable interest obligations on amounts borrowed under the terms of the Credit Facility. Beginning on March 31~~2025, ~~2023,~~excluding the ~~variable~~impact ~~interest rate associated with $250.0 million~~ of ~~borrowings~~intercompany ~~outstanding~~and ~~under~~trade ~~the~~balances ~~Credit~~denominated ~~Facility~~in ~~became~~currencies ~~effectively~~other ~~fixed~~than ~~at 3.9%, plus~~ the ~~applicable~~functional ~~credit~~subsidiary ~~spread~~currencies, ~~through~~we ~~October~~project ~~20,~~a ~~2025.~~1% ~~Borrowings~~strengthening ~~outstanding~~of ~~under~~ the ~~Credit Facility at June 30, 2025, were $579~~U.~~0 million~~S. Wedollar ~~have~~would ~~designated~~reduce ~~the~~revenue ~~interest~~by ~~rate~~approximately ~~swap~~$4 asmillion aand ~~cash~~operating ~~flow~~income ~~hedge.~~by ~~For~~approximately ~~more information regarding our interest rate swap, refer to “Part I, Item~~ $1. ~~Financial Statements~~million, ~~Note~~net ~~19.~~of ~~Hedging~~hedge ~~Instruments~~positions.”

Interest Rate Risk. We entered into an interest rate swap to manage the effect of variable interest obligations on amounts borrowed under the terms of our Credit Facility. Beginning on March 31, 2023, the variable interest rate associated with $250.0 million of borrowings outstanding under our Credit Facility became effectively fixed at 3.9%, plus the applicable credit spread, through October 20, 2025. Borrowings outstanding under our Credit Facility at September 30, 2025, were $455.0 million. We have designated the interest rate swap as a cash flow hedge. For more information regarding our interest rate swap, refer to “Part I, Item 1. Financial Statements, Note 19. Hedging Instruments.”

Effects of Inflation. We expect to continue to face higher costs for labor, commodities, energy, and transportation, as well as increased prices from suppliers, due to inflationary pressures and changes in tariff and trade policies. We may not be able to offset these higher costs through productivity initiatives and price increases, which may materially and adversely affect our business, results of operations, and financial condition. Any price increases we may impose may lead to declines in sales volume or loss of business, if competitors do not similarly adjust their prices, or customers refuse to purchase at the higher prices.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures, as defined by the SEC in its Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~June~~September 30, 2025, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

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 ~~June~~September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Due to the nature of our activities, we are at times subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, based in part upon advice of legal counsel, the disposition of any such currently pending or threatened matters is not expected to have a material effect on our results of operations, financial condition, or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our results of operations, financial condition, or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in “Part I. Item 1A. Risk Factors” in our 2024 Annual Report, which could materially affect our business, financial condition, or future results. There have been no material changes from the risk factors previously disclosed in the 2024 Annual Report. The risks described in our 2024 Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended ~~June~~September 30, 2025, we repurchased shares of common stock as described below:

Period	Total Number of Shares Purchased(a)		Average Price Paid per Share (3)(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(c)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)(d)
April 1 to April 30, 2025	383,300		$	412.72	383,300	4,819,446
July 1 to July 31, 2025	237,380		$	546.39	237,380	4,251,730
May 1 to May 31, 2025	194,263		$	500.94	194,302	4,625,144
August 1 to August 31, 2025	103,519		$	642.03	103,500	4,148,230
June 1 to June 30, 2025	136,073		$	529.27	137,924	4,487,220
September 1 to September 30, 2025	70,413		$	646.03	70,300	4,077,930
Total	~~713~~411,~~636~~312	(2)			~~715~~411,~~526~~180	4,~~487~~077,~~220~~930

(1)As of December 31, 2024, 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 program, which amount includes the approval of an additional 5 million shares on December 3, 2024. The initial program was approved and announced on August 13, 1999, and the maximum number of shares that may be purchased under the program has been increased by the Board of Directors on numerous occasions. There is no specified expiration date for this repurchase program and it may be suspended or discontinued at any time. There were no other repurchase programs outstanding during the three months ended ~~June~~September 30, 2025, and no share repurchase programs expired during the period.

(2)During the three months ended ~~June~~September 30, 2025, we received ~~1,890~~132 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. In the above table, these shares are included in columns (a) and (b), but excluded from columns (c) and (d). These shares do not reduce the number of shares that may yet be purchased under the share repurchase program.

(3)Includes the ~~nondeductible~~ 1% excise tax for shares repurchased in the open market.

Refer to Note 12 to the unaudited condensed consolidated financial statements in “Part I. Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for additional information about our share repurchases.

Item 5. Other Information

Rule 10b5-1 Trading Plan Elections

During the three months ended ~~June~~September 30, 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).

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Item 6. Exhibits

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

Exhibit

Filing Date / Period End Date

Filed / Furnished Herewith

Rule 13a-14(a)/15-14(a) certifications

3.1

Amended and Restated Certificate of Incorporation of IDEXX Laboratories, Inc., dated May 7, 2025

8-K

3.1

5/09/25

3.2

Amended and Restated By-Laws of IDEXX Laboratories, Inc., amended through May 7, 2025

8-K

3.2

5/09/25

31.1

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Interactive data file
101			The following financial and related information from IDEXX Laboratories, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025, formatted in Inline eXtensible Business Reportable Language (iXBRL) includes: (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statement of Changes in Stockholders' Equity; (v) the Condensed Consolidated Statement of Cash Flows; and, (vi) Notes to Consolidated Financial Statements.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025, formatted in Inline XBRL, and contained in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			IDEXX LABORATORIES, INC.
			/s/ Andrew Emerson
Date: August 4, 2025			Andrew Emerson
Date: November 3, 2025			Andrew Emerson
			Executive Vice President, Chief Financial Officer and Treasurer
			(Principal Financial Officer)

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