IDEXX LABORATORIES INC DE
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
IDXX$706.65+4.5%Stored close · as of Nov 9, 2026
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Exhibit Index
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · Exhibit · Filing Date / Period End Date · Filed / Furnished Herewith | ||||
| Articles of incorporation and by-laws | ||||
| 3.1 | Restated Certificate of Incorporation of the Company, as amended | 10-Q | 3(i) | 6/30/06 |
| 3.2 | Amended and Restated By-Laws of IDEXX Laboratories, Inc., amended through July 13, 2022 | 8-K | 3.2 | 7/15/22 |
| Instruments defining the rights of security holders, including indenture | ||||
| 4.1 | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 4.1 | 12/31/19 |
| 4.2 | Note Purchase Agreement, dated as of December 11, 2013, among the Company, as issuer, New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers | 8-K | 99.1 | 12/12/13 |
| 4.3 | Note Purchase and Private Shelf Agreement, dated as of July 21, 2014, among the Company, as issuer, Prudential Investment Management, Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, The Gibraltar Life Insurance Co., Ltd., PAR U Hartford Life Insurance Comfort Trust, The Independent Order of Foresters, Zurich American Insurance Company, Globe Life and Accident Insurance Company, Family Heritage Life Insurance Company of America, MTL Insurance Company, The Lincoln National Life Insurance Company, William Penn Life Insurance Company of New York, Farmers Insurance Exchange and Mid Century Insurance Company, as purchasers | 8-K | 99.1 | 7/25/14 |
| 4.4 | Note Purchase Agreement, dated as of July 22, 2014, among the Company, as issuer, New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers | 8-K | 99.2 | 7/25/14 |
| 4.5 | Amendment to Note Purchase Agreement, dated as of April 10, 2020, among the Company, as issuer, New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers | 8-K | 10.4 | 4/16/20 |
| 4.6 | Amendment to Note Purchase Agreement, dated as of April 10, 2020, among the Company, as issuer, New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers | 8-K | 10.5 | 4/16/20 |
| 4.7 | Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated as of June 18, 2015, among the Company, Prudential Investment Management, Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America, The Gibraltar Life Insurance Co., Ltd., PAR U Hartford Life Insurance Comfort Trust, The Independent Order of Foresters, Zurich American Insurance Company, Globe Life and Accident Insurance Company, Family Heritage Life Insurance Company of America, MTL Insurance Company, The Lincoln National Life Insurance Company, William Penn Life Insurance Company of New York, Farmers Insurance Exchange, Mid Century Insurance Company and Farmers New World Life Insurance Company, as purchasers | 8-K | 99.1 | 6/24/15 |
| 4.8 | Amendment to Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated as of May 9, 2019, among the Company, as issuer, each of the Subsidiary Guarantors (as defined therein), Prudential and each of the holders of the Notes (as defined therein) | 8-K | 10.2 | 4/16/20 |
| 4.9 | Second Amendment to Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated as of April 10, 2020, among the Company, as issuer, each of the Subsidiary Guarantors (as defined therein), Prudential and each of the holders of the Notes (as defined therein) | 8-K | 10.3 | 4/16/20 |
| 4.10 | Multicurrency Note Purchase and Private Shelf Agreement, dated as of December 19, 2014, among the Company, as issuer, and Metropolitan Life Insurance Company, MetLife Insurance Company USA, Symetra Life Insurance Company, MetLife Insurance K.K., AXIS Reinsurance Company, and Union Fidelity Life Insurance Company, as purchasers | 8-K | 10.1 | 3/15/19 |
| 4.11 | First Amendment to Multicurrency Note Purchase and Private Shelf Agreement, dated March 14, 2019, among the Company, as issuer, and IDEXX Distribution, Inc., IDEXX Operations, Inc., and OPTI Medical Systems, Inc., each as a subsidiary guarantor, and Metropolitan Life Insurance Company, MetLife Reinsurance Company of Bermuda, Ltd., Brighthouse Life Insurance Company, Symetra Life Insurance Company, and AXIS Reinsurance Company | 8-K | 10.2 | 3/15/19 |
| 4.12 | Second Amendment to Multicurrency Note Purchase and Private Shelf Agreement, dated March 23, 2020, among the Company, as issuer, each of the Subsidiary Guarantors (as defined therein), Metropolitan Life Insurance Company and each of the holders of the Notes (as defined therein) | 8-K | 10.1 | 3/27/20 |
| Material contracts | ||||
|---|---|---|---|---|
| 10.1* | U.S. Supply Agreement, effective as of October 16, 2003, among IDEXX Operations, Inc., the Company and Ortho-Clinical Diagnostics, Inc. (“Ortho”) | 10-K | 10.1 | 12/31/21 |
| 10.2* | Amendment No. 1 to U.S. Supply Agreement effective as of January 1, 2005, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.2 | 12/31/21 |
| 10.3 | Amendment No. 2 to U.S. Supply Agreement effective as of October 15, 2006, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.4 | 12/31/07 |
| 10.4* | Amendment No. 3 to U.S. Supply Agreement effective as of January 18, 2008, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.5 | 12/31/07 |
| 10.5* | Amendment No. 4 to U.S. Supply Agreement effective as of December 28, 2011, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.5 | 12/31/21 | |
| 10.6* | Amendment No. 5 to U.S. Supply Agreement effective as of December 9, 2013, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.6 | 12/31/21 | |
| 10.7* | Amendment No. 6 to U.S. Supply Agreement effective as of January 1, 2017, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.27 | 12/31/17 | |
| 10.8 | Amendment No. 7 to U.S. Supply Agreement effective as of July 9, 2019, among IDEXX Operations, Inc., the Company and Ortho | 10-Q | 10.1 | 9/30/21 | |
| 10.9* | Amendment No. 8 to U.S. Supply Agreement effective as of September 1, 2021, among IDEXX Operations, Inc., the Company and Ortho | 10-K | 10.9 | 12/31/21 | |
| 10.10* | Amendment No. 9 to U.S. Supply Agreement effective as of October 31, 2024, among IDEXX Operations, Inc., the Company and Ortho | X | |||
| 10.11* | European Supply Agreement, effective as of October 17, 2003, among IDEXX Europe B.V., the Company and Ortho | 10-K | 10.10 | 12/31/21 | |
| 10.12* | Amendment No. 1 to European Supply Agreement effective as of January 1, 2005, among IDEXX Europe B.V., the Company and Ortho | 10-K | 10.11 | 12/31/21 | |
| 10.13* | Amendment No. 2 to European Supply Agreement effective as of January 18, 2008, among IDEXX Europe B.V., the Company and Ortho | 10-K | 10.8 | 12/31/07 | |
| 10.14* | Amendment No. 3 to European Supply Agreement effective as of December 28, 2011, among IDEXX Europe B.V., the Company and Ortho | 10-K | 10.13 | 12/31/21 | |
| 10.15* | Amendment No. 4 to European Supply Agreement effective as of December 9, 2013, among IDEXX Europe B.V., the Company and Ortho | 10-K | 10.14 | 12/31/21 | |
| 10.16 | Amendment No. 5 to European Supply Agreement effective as of July 9, 2019, among IDEXX Europe B.V., the Company and Ortho | 10-Q | 10.2 | 9/30/21 | |
| 10.17* | Amendment No. 6 to European Supply Agreement effective as of September 1, 2021, among IDEXX Europe B.V., the Company and Ortho. | 10-K | 10.16 | 12/31/21 | |
| 10.18* | Amendment No. 7 to European Supply Agreement effective as of October 31, 2024, among IDEXX B.V., the Company and Ortho | X | |||
| 10.19 | Amendment, Release and Settlement Agreement dated as of September 12, 2002, among the Company, IDEXX Europe B.V., and Ortho | 10-Q | 10.1 | 9/30/02 | |
| 10.20 | Waiver to U.S. Supply Agreement, effective as of October 16, 2003, as amended, among IDEXX Operations, Inc., the Company and Ortho-Clinical Diagnostics, Inc. dated as of April 7, 2020 | 10-Q | 10.1 | 3/31/20 | |
| 10.21* | Letter Agreement between Ortho-Clinical Diagnostics, Inc. and IDEXX Operations, Inc. dated November 2, 2021 | 10-K | 10.19 | 12/31/21 | |
|---|---|---|---|---|---|
| 10.22* | Letter Agreement between Ortho-Clinical Diagnostics, Inc. and IDEXX Operations, Inc. and IDEXX Europe B.V. dated as of July 10, 2020 | 10-Q | 10.1 | 9/30/20 | |
| 10.23* | Letter agreement between Ortho-Clinical Diagnostics, Inc., IDEXX B.V. and IDEXX Operations, Inc. dated July 28, 2023. | 10-Q | 10.1 | 9/30/23 | |
| 10.24** | Form of Amended and Restated Executive Employment Agreement dated May 26, 2013, between the Company and each of the Company’s Executive Officers, other than the Chief Executive Officer | 10-Q | 10.3 | 6/30/13 | |
| 10.25** | Restated Director Deferred Compensation Plan, as amended | 10-K | 10.22 | 12/31/21 | |
| 10.26 ** | Restated Executive Deferred Compensation Plan, as amended | 10-Q | 10.3 | 6/30/10 | |
| 10.27** | IDEXX Laboratories, Inc. 1997 Employee Stock Purchase Plan, as amended | 10-K | 10.19 | 12/31/20 | |
| 10.28** | 2009 Stock Incentive Plan, as amended | S-8 | 99.1 | 12/30/13 | |
| 10.29** | 2018 Stock Incentive Plan | DEF14A | Appendix | 3/28/18 | |
| 10.30** | Summary of Executive Incentive Plan | X | |||
| 10.31** | Form of Director Stock Option Agreement | 10-K | 10.28 | 12/31/21 | |
| 10.32** | Form of Director Restricted Stock Unit | 10-K | 10.29 | 12/31/21 | |
| 10.33** | Form of Employee Stock Option Agreement for grants in 2010 to 2015 | 10-K | 10.21 | 12/31/09 | |
| 10.34** | Form of Employee Stock Option Agreement for grants in 2016 and 2017 | 10-K | 10.20 | 12/31/15 | |
| 10.35** | Form of Employee Stock Option Agreement for grants in 2018 and 2019 | 10-K | 10.25 | 12/31/18 | |
| 10.36** | Form of Employee Stock Option Agreement for grants in 2020 and 2021 | 10-K | 10.28 | 12/31/19 | |
| 10.37** | Form of Employee Stock Option Agreement for grants beginning in 2022. | 10-K | 10.34 | 12/31/21 | |
| 10.38** | Form of Employee Restricted Stock Unit Agreement for grants in 2018 and 2019 | 10-K | 10.26 | 12/31/18 | |
| 10.39** | Form of Employee Restricted Stock Unit for grants in 2020 and 2021 | 10-K | 10.32 | 12/31/19 | |
| 10.40** | Form of CEO Stock Option Agreement for grant in 2021 | 10-Q | 10.1 | 3/31/21 | |
| 10.41** | Form of CEO Restricted Stock Agreement for grant in 2021 | 10-Q | 10.2 | 3/31/21 | |
| 10.42** | Form of Employee Restricted Stock Unit for grants beginning in 2022 | 10-K | 10.41 | 12/31/21 | |
| 10.43** | Form of Employee High-Performer Restricted Stock Unit beginning in 2022 | 10-K | 10.42 | 12/31/21 | |
| 10.44** | Form of Restricted Stock Unit for grants made to Jonathan J. Mazelsky in 2022 | 10-K | 10.43 | 12/31/21 | |
| 10.45** | Form of Stock Option Agreement for grants made to Jonathan J. Mazelsky beginning in 2022 | 10-K | 10.44 | 12/31/21 | |
| 10.46** | Form of Employee Performance-Based Restricted Stock Unit Agreement for Grants Prior to 2022 | 10-K | 10.27 | 12/31/18 | |
| 10.47** | Second Amended and Restated Employment Agreement, dated October 23, 2019, by and between the Company and Jonathan J. Mazelsky | 8-K | 10.3 | 10/24/19 | |
| 10.48** | Form of Confidential Information, Work Product, and Restrictive Covenant Agreement with each of the Company’s Executive Officers. | 10-Q | 10.1 | 3/31/22 | |
| 10.49 | Third Amended and Restated Credit Agreement, dated as of April 14, 2020, among the Company, IDEXX Distribution, Inc., IDEXX Operations, Inc., OPTI Medical Systems, Inc., IDEXX Laboratories Canada Corporation, IDEXX Europe B.V., and IDEXX Holding B.V., as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Toronto agent, and the other parties thereto | 8-K | 10.6 | 4/16/20 | |
| 10.50 | Fourth Amended and Restated Credit Agreement, dated as of December 9, 2021, among the Company, IDEXX Distribution, Inc., IDEXX Operations, Inc., OPTI Medical Systems, Inc., IDEXX Laboratories Canada Corporation, IDEXX B.V., IDEXX Laboratories B.V., and IDEXX Laboratories GmbH, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Toronto agent, and the other parties thereto | 8-K | 10.1 | 12/9/21 | |
| 10.51 | Amendment No. 1, dated as of October 20, 2022, to the Fourth Amended and Restated Credit Agreement, among the Company, IDEXX Distribution, Inc., IDEXX Operations, Inc., OPTI Medical Systems, Inc., IDEXX Laboratories Canada Corporation, IDEXX B.V., IDEXX Laboratories B.V., and IDEXX Laboratories GmbH, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Toronto agent, and the other parties thereto | 8-K | 10.1 | 10/20/22 | |
| 10.52** | Form of Employee Performance-Based Restricted Stock Unit Agreement (or Leveraged Restricted Stock Unit Agreement) | 10-K | 10.50 | 12/31/23 | |
| 10.53** | Nonqualified Deferred Compensation Plan | X | |||
| 10.54 | Suspension of Rights Agreement dated May 2, 2024, to the Fourth Amended and Restated Credit Agreement, by and among the Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Toronto Agent and the Lenders from time to time party thereto | 10-Q | 10.2 | 06/30/24 | |
| 10.55** | Third Amended and Restated Employment Agreement, dated August 2, 2024, by and between the Company and Jonathan J. Mazelsky | 10-Q | 10.1 | 09/30/24 | |
| 10.56** · Form of Change in Control Agreement, by and between each of the Company’s Executive Officers, other than the Chief Executive Officer · X | |||||
|---|---|---|---|---|---|
| 10.57 | Consulting Agreement effective May 7, 2024, by and between IDEXX Laboratories, Inc. and James F. Polewaczyk | 8-K | 10.1 | 05/06/24 | |
| Insider Trading Policy | |||||
| 19.1 | Insider Trading Policy | X | |||
| Subsidiaries of the registrant | |||||
| 21 | Subsidiaries of the Company | X | |||
| Consent of Independent Registered Public Accounting Firm | |||||
| 23 | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. | X | |||
| Rule 13a-14(a)/15-14(a) certifications | |||||
| 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). | X | |||
| 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). | X | |||
| Section 1350 certifications | |||||
| 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). | X | |||
| 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). | X | |||
| Policy relating to recovery of erroneously awarded compensation | |||||
| 97.1 | IDEXX Laboratories, Inc. Clawback Policy | 10-K | 97.1 | 12/31/23 | |
| Interactive data file | |||||
| 101 | The following financial and related information from IDEXX Laboratories, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline eXtensible Business Reportable Language (iXBRL) includes: (i) the Consolidated Balance Sheet; (ii) the Consolidated Statement of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statement of Changes in Stockholders' Equity (Deficit); (v) the Consolidated Statement of Cash Flows; and, (vi) Notes to Consolidated Financial Statements. |
| 104 | The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101. |
| * | Certain portions have been omitted as confidential information. |
| ** | Management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.