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, the impact of the COVID-19 pandemic; our
expectations regarding LPD financial performance and supply chain and logistics
challenges; our operations in Russia; future revenue growth rates; revenue
recognition timing and amounts; business trends, earnings and other measures of
financial performance; the effect of economic downturns on our business
performance; projected impact of foreign currency exchange rates; demand for
companion animal healthcare and our products; 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;
the projected impact of new accounting standards; critical accounting estimates;
deductibility of goodwill; research and development expense estimate; and future
commercial and operational efforts. 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 the effects of the current war in Ukraine
and the ongoing COVID-19 pandemic on our business, results of operations,
liquidity, financial condition, and stock price, supply chain and logistics
delays and disruptions, 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 2021 Annual
Report and in the corresponding sections of this Quarterly Report on Form 10-Q,
and for the quarter ended March 31, 2022, as well as those described from time
to time in our other periodic 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. 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
2021 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 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 design, manufacture, and distribute point of care and
laboratory diagnostics for the human medical diagnostics sector. Our primary
products and services are:

•Point-of-care veterinary diagnostic products, comprising 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, and laboratory diagnostic
instruments and services used by the biomedical research community;
•Diagnostic, health-monitoring products for livestock, poultry, and dairy;
•Products that test water for certain microbiological contaminants; and
•Point-of-care electrolytes, blood gas analyzers, and SARS-CoV-2 RT-PCR
(COVID-19 test) used in the human diagnostics sector.


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Operating Segments. We operate primarily through three business segments:
diagnostic and information technology-based products and services for the
veterinary sector, which we refer to as the Companion Animal Group ("CAG"),
water quality products ("Water"), and diagnostic products and services for
livestock and poultry health and to ensure the quality and safety of milk and
improve producer efficiency, which we refer to as Livestock, Poultry and Dairy
("LPD"). Our Other operating segment combines and presents products for the
human medical diagnostics sector with our out-licensing arrangements because
they do not meet the quantitative or qualitative thresholds for reportable
segments.

CAG develops, designs, manufactures, and distributes products and software, and
performs services for veterinarians and the biomedical analytics sector,
primarily related to diagnostics and information management. Water develops,
designs, manufactures, and distributes a range of products used in the detection
of various microbiological parameters in water. LPD develops, designs,
manufactures, and distributes diagnostic tests and related software and performs
services that are used to manage the health status of livestock and poultry, to
improve bovine reproductive efficiency, and to ensure the quality and safety of
milk. OPTI Medical develops, designs, manufactures, and distributes
point-of-care and laboratory diagnostics (including electrolyte and blood gas
analyzers, COVID-19 PCR test, and related consumable products) for the human
medical diagnostics sector.

Effects of Certain Factors and Trends on Results of Operations



CAG Trends. The continued growth in demand for companion animal healthcare
supported solid gains for CAG diagnostic products and services across regions,
compared to very strong prior year demand levels. Average diagnostics revenues
grew 6% at U.S. veterinary practices on a same-store basis in the second
quarter, ahead of 3% growth in overall clinic revenues, reflecting continued
expansion of demand for pet healthcare services. U.S. same-store clinical visits
at veterinary practices declined 3% in the second quarter compared to prior year
period clinical visit growth of 13%, which included benefits from increases in
new pet ownership during the COVID-19 pandemic.

LPD Trends. Our LPD revenues, on a year-over-year comparison, declined due to
the relaxation of local African Swine Fever disease management programs, as well
as additional impacts in China from lower pork prices and changing government
requirements related to live animal imports and livestock infectious disease
programs, which began in the second quarter of 2021. The comparisons to prior
year are expected to improve in the second half of 2022.

Supply Chain and Logistics Challenges. We believe that building and maintaining
a well-managed and disciplined infrastructure have helped minimize impacts of
the current supply chain constraints, including product and component
availability issues, logistics challenges, including extended shipping periods
and delays, and inflationary pressures that are currently occurring worldwide.
Our proactive approach to managing our operational processes, including forward
planning with a focus on working closely with our suppliers and logistics
partners, has enabled us to maintain continued high levels of product and
service availability and customer service. We continue to monitor these supply
chain and logistics challenges, including potential fuel rationing and
shortages, and have implemented mitigation strategies to adjust for, among other
things, delayed shipments of products and components. Although we expect these
challenges to continue during 2022, we believe we are well positioned to enable
sustained high growth in our businesses going forward and to effectively manage
the impacts of potentially relatively higher costs in certain areas to support
these growth plans. However, there can be no assurance as to the duration or
severity of the supply chain and logistics challenges or the effectiveness of
our mitigating activities.

War in Ukraine / Russia Operations. Our operations in the Russia, Belarus and
Ukraine region are limited. Our 2021 revenue from the region represented less
than 1% of our 2021 consolidated revenue, and we have no manufacturing or
significant supply arrangement in the region. After significantly scaling back
our operations in Russia in the first quarter, including suspending sales of
veterinary diagnostic equipment; promotional, marketing, and hiring activities;
and new business development and related investments, we decided in June 2022,
after careful consideration, to wind down and liquidate our sole Russian
subsidiary, as well as our direct Russian operations, which consisted of
marketing and selling diagnostic products for veterinary clinics in Russia.
After we conclude the wind-down of our direct Russian operations, we anticipate
that only a limited number of our products, which are important for human or
animal healthcare, will continue to be sold in Russia pursuant to ongoing
third-party distribution agreements. Some of our products are also sold in
Belarus pursuant to ongoing third-party distribution agreements.


                                       33
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Currency 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.

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 2021 Annual Report for additional
information regarding distributor purchasing and inventories, economic
conditions, 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 months ended June 30, 2022, are consistent with those discussed in our 2021
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



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 months ended June 30, 2022, as compared to the
same periods 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
exclude only acquisitions that are considered to be a business from organic
revenue growth. In a business combination, if substantially all the fair value
of the assets acquired is concentrated in a single asset or group of similar
assets, we do not consider these assets to be a business and include these
acquisitions in organic revenue growth. A typical acquisition that we do not
consider a business is a customer list 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 acquisitions represents revenues during the current year
period, limited to the initial 12 months from the date of the acquisition, that
are directly attributable to business acquisitions.
                                       34
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We also use Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA
ratio and net debt to Adjusted EBITDA ratio, in this Quarterly Report on Form
10-Q, all of which are non-GAAP financial measures that 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.
                                       35
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Results of Operations

Three Months Ended June 30, 2022, Compared to Three Months Ended June 30, 2021

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

                                     For the Three Months Ended June
                                                   30,
Net Revenue                                                                                         Reported Revenue       Percentage Change         Percentage Change         Organic Revenue
(dollars in thousands)                   2022                2021             Dollar Change            Growth (1)            from Currency           from Acquisitions            Growth (1)

CAG                                  $  784,087          $ 745,595          $       38,492                   5.2  %                  (3.3  %)                     1.1  %                7.3  %
United States                           532,626            486,252                  46,374                   9.5  %                     -                         1.5  %                8.1  %
International                           251,461            259,343                  (7,882)                 (3.0  %)                 (9.2  %)                     0.4  %                5.7  %

Water                                    39,195             37,191                   2,004                   5.4  %                  (3.5  %)                       -                   8.9  %
United States                            19,533             17,747                   1,786                  10.1  %                     -                           -                  10.1  %
International                            19,662             19,444                     218                   1.1  %                  (6.7  %)                       -                   7.8  %

LPD                                      29,889             33,524                  (3,635)                (10.8  %)                 (5.8  %)                       -                  (5.0  %)
United States                             3,742              3,516                     226                   6.5  %                     -                           -                   6.5  %
International                            26,147             30,008                  (3,861)                (12.9  %)                 (6.4  %)                       -                  (6.4  %)

Other                                     7,375              9,832                  (2,457)                (25.0  %)                  1.9  %                        -                 (26.9  %)

Total Company                        $  860,546          $ 826,142          $       34,404                   4.2  %                  (3.3  %)                     1.0  %                6.5  %
United States                           559,825            515,238                  44,587                   8.7  %                     -                         1.4  %                7.3  %
International                           300,721            310,904                 (10,183)                 (3.3  %)                 (8.6  %)                     0.3  %                5.0  %

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



Total Company Revenue. The increase in organic revenue was driven by volume
gains in CAG Diagnostics recurring revenue, primarily in the U.S. Overall growth
reflects higher realized prices and expanding demand for companion animal
diagnostics globally. Our CAG Diagnostics instrument revenue reflects high
placement volume this quarter. The higher revenue in our Water business was
primarily due to the benefit of price increases and higher testing volumes. The
decline in our LPD business was primarily due to lower demand for swine testing
in China. Other revenues reflects lower OPTI COVID-19 PCR testing products and
services in the U.S. The impact of foreign currency movements decreased total
revenue growth by 3.3%, while acquisitions increased revenue growth by 1.0%.


                                       36
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The following table presents total Company results of operations:



                                                             For the Three Months Ended June 30,                                          Change
Total Company - Results of
Operations                                                      Percent of                              Percent of
(dollars in thousands)                        2022               Revenue               2021              Revenue              Amount             Percentage

Revenues                                  $  860,546                               $ 826,142                               $  34,404                    4.2  %
Cost of revenue                              346,514                                 336,834                                   9,680                    2.9  %
Gross profit                                 514,032                 59.7  %         489,308                 59.2  %          24,724                    5.1  %

Operating expenses:
Sales and marketing                          130,257                 15.1  %         119,032                 14.4  %          11,225                    9.4  %
General and administrative                    81,488                  9.5  %          73,326                  8.9  %           8,162                   11.1  %
Research and development                     123,221                 14.3  %          37,697                  4.6  %          85,524                  226.9  %
Total operating expenses                     334,966                 38.9  %         230,055                 27.8  %         104,911                   45.6  %
Income from operations                    $  179,066                 20.8  %       $ 259,253                 31.4  %       $ (80,187)                 (30.9  %)



Gross Profit. Gross profit increased due to higher sales volumes and a 50 basis
point increase in the gross profit margin. The increase in the gross profit
margin was primarily due to net price gains, the benefit of our reference
laboratory productivity initiatives, and improved software services gross
margins. The margin also increased due to comparisons to a prior year impairment
charge related to rental assets in certain regions. These increases were offset
by higher product, freight and distribution, and labor costs, including the
impacts of inflation. The impact from foreign currency movements increased the
gross profit margin by approximately 50 basis points, primarily from the impact
of higher hedge gains in the current year as compared to hedge losses in the
prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
higher personnel-related costs, including investments in our global commercial
capability. General and administrative expense increased primarily due to higher
personnel-related expense and increases in amortization and depreciation expense
related to business acquisitions and capital investments. Research and
development expense increased primarily due to expenses totaling $80 million for
acquiring rights to use certain licensed technology under two separate
intellectual property licensing arrangements. These licenses are being used for
future product development. The overall change in foreign currency exchange
rates decreased operating expenses growth by approximately 2%.
                                       37
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Companion Animal Group



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

                             For the Three Months Ended June
                                           30,
Net Revenue                                                                                 Reported Revenue        Percentage Change        

Percentage Change          Organic Revenue
(dollars in thousands)           2022                2021             Dollar Change             Growth(1)             from Currency           from Acquisitions             Growth(1)

CAG Diagnostics
recurring revenue:           $  685,413          $ 661,300          $       24,113                     3.6  %                 (3.3  %)                     0.2  %                  6.8  %
IDEXX VetLab
consumables                     266,079            256,352                   9,727                     3.8  %                 (4.1  %)                       -                     7.9  %
Rapid assay products             87,481             83,887                   3,594                     4.3  %                 (1.6  %)                       -                     5.8  %
Reference laboratory
diagnostic and
consulting services             304,130            293,675                  10,455                     3.6  %                 (3.0  %)                     0.4  %                  6.1  %
CAG diagnostics
services and
accessories                      27,723             27,386                     337                     1.2  %                 (4.4  %)                       -                     5.7  %
CAG Diagnostics
capital - instruments            36,227             35,054                   1,173                     3.3  %                 (4.9  %)                       -                     8.3  %
Veterinary software,
services and
diagnostic imaging
systems                          62,447             49,241                  13,206                    26.8  %                 (1.1  %)                    13.8  %                 14.0  %
Net CAG revenue              $  784,087          $ 745,595          $       38,492                     5.2  %                 (3.3  %)                     1.1  %                  7.3  %

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



CAG Diagnostics Recurring Revenue. The increase was driven by higher demand for
companion animal diagnostics globally across modalities. The increase in CAG
Diagnostics recurring revenue was primarily due to increased volumes in IDEXX
VetLab consumables and reference laboratory diagnostic services, and higher
realized prices. The impact of foreign currency movements decreased revenue
growth by 3.3%. The impact of acquisitions increased revenue growth by 1.1%.

The increase in IDEXX VetLab consumables revenue was primarily due to higher
sales volumes, primarily of our Catalyst consumables and, to a lesser extent,
ProCyte consumables, and higher price realization. These volume increases were
supported by the expansion of our installed base of instruments, our expanded
menu of available tests in certain regions, and high customer retention levels.

The increase in rapid assay revenue resulted from higher testing volume levels
in the U.S., primarily from SNAP® 4Dx Plus, and higher price realization.
The increase in reference laboratory diagnostic and consulting services revenue
was primarily due to higher testing volumes and price realization in our U.S.
labs. Growth in other regions was moderately lower, with volume growth pressured
by comparison to strong prior period demand levels, offset by higher realized
prices.

The increase in CAG Diagnostics services and accessories revenue was primarily a result of the expansion of our active installed base of instruments.

CAG Diagnostics Capital - Instrument Revenue. The increase in instrument revenue
was primarily due to strong premium instrument placements globally, including
the successful global launch of the ProCyte One analyzer, to support increased
diagnostic testing.


                                       38

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Veterinary Software, Services and Diagnostic Imaging Systems
Revenue. Acquisitions increased revenue 13.8% as compared to the second quarter
of 2021, with the purchase of ezyVet in June 2021. Excluding the impact of
acquisitions, the increase in veterinary software and services revenue was
primarily due to higher veterinary software system placements to continue the
expansion in our active installed base, and higher realized prices on service
offerings. The increase in our diagnostic imaging systems revenues was primarily
due to increases in our active installed base resulting in higher service
revenue, as well as higher realized prices.

The following table presents the CAG segment results of operations:



                                                                     For the Three Months Ended June 30,                                          Change
Results of Operations                                                   Percent of                              Percent of
(dollars in thousands)                                2022               Revenue               2021              Revenue              Amount             Percentage

Revenues                                          $  784,087                               $ 745,595                               $  38,492                    5.2  %
Cost of revenues                                     317,833                                 304,809                                  13,024                    4.3  %
Gross profit                                         466,254                 59.5  %         440,786                 59.1  %          25,468                    5.8  %

Operating expenses:
Sales and marketing                                  118,899                 15.2  %         109,151                 14.6  %           9,748                    8.9  %
General and administrative                            72,079                  9.2  %          64,134                  8.6  %           7,945                   12.4  %
Research and development                             118,750                 15.1  %          32,766                  4.4  %          85,984                  262.4  %
Total operating expenses                             309,728                 39.5  %         206,051                 27.6  %         103,677                   50.3  %
Income from operations                            $  156,526                 20.0  %       $ 234,735                 31.5  %       $ (78,209)                 (33.3  %)



Gross Profit. Gross profit increased primarily due to higher sales volume and a
40 basis point increase in the gross profit margin. The increase in the gross
profit margin was primarily due to net price gains, the benefit of our reference
laboratory productivity initiatives, and improved software services gross
margins. The margin also increased due to comparisons to a prior year impairment
charge related to rental assets in certain regions. These increases were offset
by increases in product, freight and distribution, and labor costs, including
the impacts of inflation. The impact from foreign currency movements increased
the gross profit margin by approximately 30 basis points, primarily from the
impact of hedge gains in the current year as compared to hedge losses in the
prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
higher personnel-related costs, including investments in our global commercial
capability. General and administrative expense increased primarily due to higher
personnel-related expense and increases in amortization and depreciation expense
related to business acquisitions and capital investments. Research and
development expense increased primarily due to expenses totaling $80 million for
acquiring rights to use certain licensed technology under two separate
intellectual property licensing arrangements. These licenses are being used for
future product development. The overall change in foreign currency exchange
rates decreased operating expenses by 2%.

                                       39
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Water

The following table presents the Water segment results of operations:



                                                                    For the Three Months Ended June 30,                                        Change
Results of Operations                                                  Percent of                             Percent of
(dollars in thousands)                                2022              Revenue              2021              Revenue             Amount            Percentage

Revenues                                          $  39,195                               $ 37,191                               $ 2,004                     5.4  %
Cost of revenue                                      11,836                                 11,444                                   392                     3.4  %
Gross profit                                         27,359                 69.8  %         25,747                 69.2  %         1,612                     6.3  %

Operating expenses:
Sales and marketing                                   4,711                 12.0  %          4,099                 11.0  %           612                    14.9  %
General and administrative                            3,623                  9.2  %          3,384                  9.1  %           239                     7.1  %
Research and development                              1,105                  2.8  %          1,036                  2.8  %            69                     6.7  %
Total operating expenses                              9,439                 24.1  %          8,519                 22.9  %           920                    10.8  %
Income from operations                            $  17,920                 45.7  %       $ 17,228                 46.3  %       $   692                     4.0  %



Revenue. The increase in revenue was due to higher realized prices and testing
volumes, primarily in our Colilert test products and related accessories used in
coliform and E. coli testing. Testing volumes were lower in the Asia-Pacific
region largely due to COVID restrictions. The impact of foreign currency
movements decreased revenue by approximately 3.5%.

Gross Profit. Gross profit increased due to higher sales volumes and a 60 basis
point increase in the gross profit margin, which reflected a 230 basis point
increase due to foreign currency movements, primarily from the impact of hedge
gains in the current year compared to hedge losses in the prior year. The gross
profit margin was decreased by higher freight and distribution costs and, to a
lesser extent, higher product costs, partially offset by the net benefit of
price gains.

Operating Expenses. Sales and marketing and research and development expenses
increased primarily due to higher personnel-related costs. General and
administrative expense increased primarily due to personnel-related cost and
third-party services. The overall change in foreign currency exchange rates
resulted in a decrease in operating expenses of approximately 2%.



                                       40
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Livestock, Poultry and Dairy

The following table presents the LPD segment results of operations:



                                                                    For the Three Months Ended June 30,                                        Change
Results of Operations                                                  Percent of                             Percent of
(dollars in thousands)                                2022              Revenue              2021              Revenue             Amount             Percentage

Revenues                                          $  29,889                               $ 33,524                               $ (3,635)                 (10.8  %)
Cost of revenue                                      12,893                                 13,998                                 (1,105)                  (7.9  %)
Gross profit                                         16,996                 56.9  %         19,526                 58.2  %         (2,530)                 (13.0  %)

Operating expenses:
Sales and marketing                                   6,216                 20.8  %          5,142                 15.3  %          1,074                   20.9  %
General and administrative                            4,532                 15.2  %          4,271                 12.7  %            261                    6.1  %
Research and development                              3,018                 10.1  %          3,245                  9.7  %           (227)                  (7.0  %)
Total operating expenses                             13,766                 46.1  %         12,658                 37.8  %          1,108                    8.8  %
Income from operations                            $   3,230                 10.8  %       $  6,868                 20.5  %       $ (3,638)                 (53.0  %)



Revenue. The decrease in LPD revenues was primarily due to lower demand for
diagnostic testing in China. Beginning during the second quarter of 2021, and
continuing through the second quarter of 2022, we experienced lower livestock
testing volumes in China, as changes in disease management approaches, low pork
prices, and changes in government requirements related to live animal imports
and livestock infectious disease programs unfavorably impacted testing volumes,
in comparison to high prior-year demand for African Swine Fever testing. The
decrease in revenue was partially offset by moderate growth, including benefits
from higher price gains in other regions. The unfavorable impact of foreign
currency movements decreased revenues by 5.8%.

Gross Profit. Gross profit decreased due to lower sales volumes and a 130 basis
point decrease in the gross profit margin. The gross profit margin decreased as
a result of higher distribution and freight charges, higher product costs, and
investments in our bovine laboratory services. The decrease in the gross profit
margin was partially offset by the impact from foreign currency movements, which
increased the gross profit margin by approximately 400 basis points, primarily
from the impact of hedge gains in the current year compared to hedge losses in
the prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
increases in personnel-related costs and product marketing costs. General and
administrative expenses increased primarily due to higher bad debt expense and
higher personnel-related costs. Research and development expense decreased
primarily due to lower personnel-related costs. The overall change in foreign
currency exchange rates resulted in a decrease in operating expenses of
approximately 4%.

                                       41
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Other

The following table presents the Other results of operations:



                                                                    For the Three Months Ended June 30,                                       Change
Results of Operations                                                  Percent of                            Percent of
(dollars in thousands)                                2022              Revenue              2021             Revenue             Amount             Percentage

Revenues                                          $   7,375                               $ 9,832                               $ (2,457)                 (25.0  %)
Cost of revenue                                       3,952                                 6,583                                 (2,631)                 (40.0  %)
Gross profit                                          3,423                 46.4  %         3,249                 33.0  %            174                    5.4  %

Operating expenses:
Sales and marketing                                     431                  5.8  %           640                  6.5  %           (209)                 (32.7  %)
General and administrative                            1,254                 17.0  %         1,537                 15.6  %           (283)                 (18.4  %)
Research and development                                348                  4.7  %           650                  6.6  %           (302)                 (46.5  %)
Total operating expenses                              2,033                 27.6  %         2,827                 28.8  %           (794)                 (28.1  %)
Income from operations                            $   1,390                 18.8  %       $   422                  4.3  %       $    968                  229.4  %




Revenue. The decrease in revenue was primarily due to lower OPTI COVID-19 PCR
testing products and services in the U.S., and lower OPTI Medical consumables
revenue due to COVID-19 restrictions in Asia and Latin America. The impact of
foreign currency movements increased revenue by 1.9%.

Gross Profit. The increase in gross profit and the 1,340 basis point increase in
the gross profit margin were primarily due to lower costs of our testing
products and services, including the benefit from the comparison to write-downs
of excess COVID-19 testing inventory in the prior period. This increase was
partially offset by higher freight and distribution costs. The overall change in
foreign currency exchange rates had an immaterial impact on gross profit.

Operating Expenses. Sales and marketing expense decreased primarily due to lower
personnel-related costs. General and administrative expense decreased primarily
due to lower bad debt expense. Research and development expense decreased
primarily due to lower project costs compared to investments in the development
of the OPTI COVID-19 PCR test during the prior year.

Non-Operating Items

Interest Expense. Interest expense was $8.3 million for the three months ended June 30, 2022, as compared to $7.6 million for the same period in the prior year. The increase in interest expense was primarily the result of higher average debt levels.



Provision for Income Taxes. Our effective income tax rate was 22.9% for the
three months ended June 30, 2022, as compared to 19.5% for the three months
ended June 30, 2021. The increase in our effective tax rate was primarily driven
by higher taxes on international income and decreases in tax benefits related to
share-based compensation.
                                       42
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Results of Operations

Six Months Ended June 30, 2022, Compared to Six Months Ended June 30, 2021

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

                                          For the Six Months Ended June 30,
Net Revenue                                                                                                   Reported Revenue       Percentage Change         Percentage Change         Organic Revenue
(dollars in thousands)                        2022                    2021              Dollar Change            Growth (1)            from Currency           from Acquisitions            Growth (1)

CAG                                   $       1,545,271          $ 1,438,362          $      106,909                   7.4  %                  (2.6  %)                     1.3  %                8.7  %
United States                                 1,032,392              930,662                 101,730                  10.9  %                     -                         1.8  %                9.1  %
International                                   512,879              507,700                   5,179                   1.0  %                  (7.3  %)                     0.4  %                7.9  %

Water                                            75,566               71,231                   4,335                   6.1  %                  (2.6  %)                       -                   8.7  %
United States                                    37,364               34,315                   3,049                   8.9  %                     -                           -                   8.9  %
International                                    38,202               36,916                   1,286                   3.5  %                  (5.0  %)                       -                   8.5  %

LPD                                              60,759               72,794                 (12,035)                (16.5  %)                 (3.8  %)                       -                 (12.7  %)
United States                                     7,602                7,264                     338                   4.7  %                     -                           -                   4.7  %
International                                    53,157               65,530                 (12,373)                (18.9  %)                 (4.1  %)                       -                 (14.8  %)

Other                                            15,499               21,462                  (5,963)                (27.8  %)                  0.7  %                        -                 (28.5  %)

Total Company                         $       1,697,095          $ 1,603,849          $       93,246                   5.8  %                  (2.6  %)                     1.2  %                7.2  %
United States                                 1,085,731              987,876                  97,855                   9.9  %                     -                         1.7  %                8.2  %
International                                   611,364              615,973                  (4,609)                 (0.7  %)                 (6.7  %)                     0.3  %                5.6  %

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



Total Company Revenue. The increase in organic revenues was driven by solid
volume gains in CAG Diagnostics recurring revenue, primarily in the U.S. Overall
growth reflects continued demand for companion animal diagnostics globally, as
well as higher realized prices. Our CAG Diagnostics instrument revenue reflects
strong placement volume for the first half of the year. The higher revenue in
our Water business was primarily due to the benefit of price increases and
higher testing volumes. The decline in our LPD business was primarily due to
lower demand for swine testing in China. Other revenues reflect lower OPTI
COVID-19 PCR testing products. The impact of acquisitions increased total
revenue growth by 1.2% while the impact of currency movements decreased total
revenue growth by 2.6%.
                                       43
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The following table presents total Company results of operations:



                                                                  For the Six Months Ended June 30,                                               Change
Total Company - Results of
Operations                                                            Percent of                                Percent of
(dollars in thousands)                           2022                  Revenue                2021               Revenue              Amount             Percentage

Revenues                                  $      1,697,095                               $ 1,603,849                               $  93,246                    5.8  %
Cost of revenue                                    684,310                                   643,759                                  40,551                    6.3  %
Gross profit                                     1,012,785                 59.7  %           960,090                 59.9  %          52,695                    5.5  %

Operating expenses:
Sales and marketing                                262,549                 15.5  %           233,843                 14.6  %          28,706                   12.3  %
General and administrative                         159,437                  9.4  %           144,096                  9.0  %          15,341                   10.6  %
Research and development                           163,389                  9.6  %            75,276                  4.7  %          88,113                  117.1  %
Total operating expenses                           585,375                 34.5  %           453,215                 28.3  %         132,160                   29.2  %
Income from operations                    $        427,410                 25.2  %       $   506,875                 31.6  %       $ (79,465)                 (15.7  %)



Gross Profit. Gross profit increased due to higher sales volumes, moderated by a
20 basis point decrease in the gross profit margin. The decrease in the gross
profit margin reflects higher product, freight and distribution, and labor costs
across our segments. These decreases were partially offset by net price gains
and the improved software services gross margins, as well as the benefit of our
reference laboratory productivity initiatives, which helped to offset the
effects of inflation on our gross margins. The margin also benefited due to
comparisons to a prior year impairment charge related to rental assets in
certain regions. The impact from foreign currency movements increased the gross
profit margin by approximately 40 basis points, primarily from the impact of
hedge gains in the current year as compared to hedge losses in the prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
higher personnel-related costs, including investments in our global commercial
capability, as well as travel costs. General and administrative expense
increased primarily due to higher personnel-related expense, increases in
amortization and depreciation expense related to business acquisitions and
capital investments. Research and development expense increased primarily due to
expenses totaling $80 million for acquiring rights to use certain licensed
technology under two separate intellectual property licensing arrangements. The
overall change in foreign currency exchange rates decreased operating expenses
growth by approximately 2%.

                                       44
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Companion Animal Group



The following table presents revenue by product and service category for CAG:
                                  For the Six Months Ended June 30,
Net Revenue                                                                                           Reported Revenue        Percentage Change         Percentage Change          Organic Revenue
(dollars in thousands)                2022                    2021              Dollar Change             Growth(1)             from Currency           from Acquisitions             Growth(1)

CAG Diagnostics
recurring revenue:            $       1,350,223          $ 1,278,580          $       71,643                     5.6  %                 (2.6  %)                     0.2  %                  8.0  %
IDEXX VetLab
consumables                             533,252              502,444                  30,808                     6.1  %                 (3.3  %)                       -                     9.5  %
Rapid assay products                    162,000              153,498                   8,502                     5.5  %                 (1.3  %)                       -                     6.9  %
Reference laboratory
diagnostic and
consulting services                     599,205              569,456                  29,749                     5.2  %                 (2.3  %)                     0.5  %                  7.0  %
CAG diagnostics
services and
accessories                              55,766               53,182                   2,584                     4.9  %                 (3.6  %)                       -                     8.4  %
CAG Diagnostics capital
- instruments                            73,224               66,244                   6,980                    10.5  %                 (4.3  %)                       -                    14.8  %
Veterinary software,
services and diagnostic
imaging systems                         121,824               93,538                  28,286                    30.2  %                 (0.8  %)                    17.3  %                 13.7  %
Net CAG revenue               $       1,545,271          $ 1,438,362          $      106,909                     7.4  %                 (2.6  %)                     1.3  %                  8.7  %


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



CAG Diagnostics Recurring Revenue. The increase was driven by expanding demand
for companion animal diagnostics globally across modalities. The increase in CAG
Diagnostics recurring revenue was primarily due to increased volumes in IDEXX
VetLab consumables and reference laboratory diagnostic services, and higher
realized prices. The impact of currency movements decreased revenue growth by
2.6%.

The increase in IDEXX VetLab consumables revenue was primarily due to higher
sales volumes, primarily of our Catalyst consumables and, to a lesser extent,
ProCyte consumables, and higher price realization. These volume increases were
supported by the expansion of our installed base of instruments, our expanded
menu of available tests in certain regions, and high customer retention levels.

The increase in rapid assay revenue resulted primarily from higher price realization and higher clinic testing levels, primarily from SNAP® 4Dx Plus.



The increase in reference laboratory diagnostic and consulting services revenue
was primarily due to higher testing volumes and price realization in our U.S.
labs. Growth in other regions was primarily due to higher price realization,
partially offset by moderately lower international volumes as compared to strong
prior period growth levels. Acquisitions increased revenue growth by 0.5%.

The increase in CAG Diagnostics services and accessories revenue was primarily a result of the increase in our active installed base of instruments.

CAG Diagnostics Capital - Instrument Revenue. The increase in instrument revenue
was primarily due to strong premium instrument placements globally, including
the successful global launch of the ProCyte One analyzer, to support increased
diagnostic testing.

Veterinary Software, Services and Diagnostic Imaging Systems
Revenue. Acquisitions increased revenue growth by 17.3%. Excluding the impact of
acquisitions, the increase in veterinary software and services revenue was
primarily due to higher veterinary software system placements to continue the
expansion of our active installed base, and higher realized prices on service
offerings. The increase in our diagnostic imaging systems revenues was primarily
due to increases in our active installed base resulting in higher service
revenue, as well as higher realized prices.
                                       45
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The following table presents the CAG segment results of operations:



                                                                          For the Six Months Ended June 30,                                           

Change


Results of Operations                                                         Percent of                                Percent of
(dollars in thousands)                                   2022                  Revenue                2021               Revenue              Amount             Percentage

Revenues                                          $      1,545,271                               $ 1,438,362                               $ 106,909                    7.4  %
Cost of revenue                                            629,918                                   584,702                                  45,216                    7.7  %
Gross profit                                               915,353                 59.2  %           853,660                 59.3  %          61,693                    7.2  %

Operating expenses:
Sales and marketing                                        240,559                 15.6  %           213,442                 14.8  %          27,117                   12.7  %
General and administrative                                 140,960                  9.1  %           127,038                  8.8  %          13,922                   11.0  %
Research and development                                   154,183                 10.0  %            65,235                  4.5  %          88,948                  136.4  %
Total operating expenses                                   535,702                 34.7  %           405,715                 28.2  %         129,987                   32.0  %
Income from operations                            $        379,651                 24.6  %       $   447,945                 31.1  %       $ (68,294)                 (15.2  %)



Gross Profit. Gross profit increased primarily due to higher sales volume,
moderated by a 10 basis point decrease in the gross profit margin. The decrease
in the gross profit margin reflects higher product and service costs and higher
freight and distribution costs. These decreases were partially offset by
recurring revenue net price gains and improved software services gross margins,
as well as the benefit of our reference laboratory productivity initiatives,
which helped to offset the effects of inflation on our gross margins. The margin
also benefited from comparisons to a prior year impairment charge related to
rental assets in certain regions. The impact from foreign currency movements
increased the gross profit margin by approximately 20 basis points, primarily
from the impact of hedge gains in the current year as compared to hedge losses
in the prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
higher personnel-related costs, including investments in our global commercial
capability, as well as travel costs. General and administrative expense
increased primarily due to higher personnel-related expense and increases in
amortization and depreciation expense related to business acquisitions and
capital investments. Research and development expense increased primarily due to
expenses totaling $80 million for acquiring rights to use certain licensed
technology under two separate intellectual property licensing arrangements. The
overall change in foreign currency exchange rates resulted in a decrease in
operating expenses growth by approximately 2%.
                                       46
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Water

The following table presents the Water segment results of operations:



                                                                     For the Six Months Ended June 30,                                         Change
Results of Operations                                                  Percent of                             Percent of
(dollars in thousands)                                2022              Revenue              2021              Revenue             Amount            Percentage

Revenues                                          $  75,566                               $ 71,231                               $ 4,335                     6.1  %
Cost of revenue                                      22,470                                 22,019                                   451                     2.0  %
Gross profit                                         53,096                 70.3  %         49,212                 69.1  %         3,884                     7.9  %

Operating expenses:
Sales and marketing                                   9,309                 12.3  %          8,457                 11.9  %           852                    10.1  %
General and administrative                            6,905                  9.1  %          6,620                  9.3  %           285                     4.3  %
Research and development                              2,308                  3.1  %          2,135                  3.0  %           173                     8.1  %
Total operating expenses                             18,522                 24.5  %         17,212                 24.2  %         1,310                     7.6  %
Income from operations                            $  34,574                 45.8  %       $ 32,000                 44.9  %       $ 2,574                     8.0  %



Revenue. The increase in our Water business reflects higher realized prices and
testing volumes, primarily in our Colilert test products and related accessories
used in coliform and E. coli testing. Testing volumes were lower in the
Asia-Pacific region primarily due to COVID restrictions. The impact of currency
movements decreased revenue growth by 2.6%.

Gross Profit. Gross profit increased due to higher sales volumes and a 120 basis
point increase in the gross profit margin, which reflected an approximately 190
basis point increase due to foreign currency movements, primarily from the
impact of hedge gains in the current year compared to hedge losses in the prior
year. The gross profit margin decreased primarily due to higher distribution and
freight costs, partially offset by higher realized prices.

Operating Expenses. Sales and marketing expense increased primarily due to
higher personnel-related costs and higher travel expense. General and
administrative expense increased primarily due to higher personnel-related costs
and third-party services. Research and development expense increased primarily
due to third-party services. The overall change in foreign currency exchange
rates resulted in a decrease in operating expenses growth of less than 2%.

                                       47
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Livestock, Poultry and Dairy

The following table presents the LPD segment results of operations:



                                                                     For the Six Months Ended June 30,                                          Change
Results of Operations                                                  Percent of                             Percent of
(dollars in thousands)                                2022              Revenue              2021              Revenue              Amount             Percentage

Revenues                                          $  60,759                               $ 72,794                               $ (12,035)                 (16.5  %)
Cost of revenue                                      24,216                                 26,387                                  (2,171)                  (8.2  %)
Gross profit                                         36,543                 60.1  %         46,407                 63.8  %          (9,864)                 (21.3  %)

Operating expenses:
Sales and marketing                                  11,784                 19.4  %         10,680                 14.7  %           1,104                   10.3  %
General and administrative                            8,693                 14.3  %          8,579                 11.8  %             114                    1.3  %
Research and development                              6,099                 10.0  %          6,472                  8.9  %            (373)                  (5.8  %)
Total operating expenses                             26,576                 43.7  %         25,731                 35.3  %             845                    3.3  %
Income from operations                            $   9,967                 16.4  %       $ 20,676                 28.4  %       $ (10,709)                 (51.8  %)



Revenue. Revenues decreased primarily due to lower demand for diagnostic testing
in China. Beginning during the second quarter of 2021, and continuing through
the first half of 2022, we experienced lower livestock testing volumes in China,
as changes in disease management approaches, low pork prices, and changes in
government requirements related to the live animal imports and livestock
infectious disease programs impacted testing volumes, in comparison to high
prior-year demand for African Swine Fever testing. The decrease in revenue was
partially offset by moderately higher price gains in other regions. The
unfavorable impact of foreign currency movements decreased revenue growth by
3.8%.

Gross Profit. The decrease in gross profit was primarily due to lower sales
volumes and a 370 basis point decrease in the gross profit margin. The decrease
in the gross profit margin is primarily due to higher freight and distribution
charges, higher product costs, investments in our bovine laboratory services,
and the unfavorable overall mix impacts largely from lower African Swine Fever
testing. The decrease in the gross profit margin was partially offset by the
impact from foreign currency movements, which increased gross profit margin by
approximately 310 basis points, primarily from the impact of hedge gains in the
current year compared to hedge losses in the prior year.

Operating Expenses. Sales and marketing expense increased primarily due to
increases in product marketing costs, personnel-related costs, and travel costs.
Research and development expense decreased primarily due to lower
personnel-related costs. The overall change in foreign currency exchange rates
resulted in a decrease in operating expenses growth of approximately 3%.

                                       48
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Other

The following table presents the Other results of operations:



                                                                     For the Six Months Ended June 30,                                         Change
Results of Operations                                                  Percent of                             Percent of
(dollars in thousands)                                2022              Revenue              2021              Revenue             Amount             Percentage

Revenues                                          $  15,499                               $ 21,462                               $ (5,963)                 (27.8  %)
Cost of revenue                                       7,706                                 10,651                                 (2,945)                 (27.6  %)
Gross profit                                          7,793                 50.3  %         10,811                 50.4  %         (3,018)                 (27.9  %)

Operating expenses:
Sales and marketing                                     897                  5.8  %          1,264                  5.9  %           (367)                 (29.0  %)
General and administrative                            2,879                 18.6  %          1,859                  8.7  %          1,020                   54.9  %
Research and development                                799                  5.2  %          1,434                  6.7  %           (635)                 (44.3  %)
Total operating expenses                              4,575                 29.5  %          4,557                 21.2  %             18                    0.4  %
Income from operations                            $   3,218                 20.8  %       $  6,254                 29.1  %       $ (3,036)                 (48.5  %)



Revenue. The decrease in revenue was primarily due to lower OPTI COVID-19 PCR
testing products and services in the U.S. and lower OPTI Medical consumables
revenue related to COVID-19 restrictions in Asia and Latin America. The impact
of foreign currency movements increased revenue by 0.7%.

Gross Profit. The decrease in gross profit was primarily due to lower sales
volume and a gross profit margin decrease of 10 basis points, primarily due to
higher freight and distribution costs, partially offset by lower costs for our
testing products and services, including the benefit from the comparison to
write-downs of excess COVID-19 testing inventory in the prior period. The
overall change in foreign currency exchange rates had an immaterial impact on
gross profit.

Operating Expenses. Sales and marketing expense decreased primarily due to lower
personnel-related costs. General and administrative expense increased primarily
due to higher foreign exchange losses on settlements of foreign currency
denominated transactions, as compared to the prior year, as well as higher
estimated bad debt expense. Foreign exchange losses on settlements for all
operating segments are reported within our Other segment. Research and
development expense decreased primarily due to lower COVID-19 related project
costs compared to the prior year.

Non-Operating Items



Interest Expense. Interest expense was $15.3 million for the six months ended
June 30, 2022, as compared to $15.2 million for the same period in the prior
year.

Provision for Income Taxes. Our effective income tax rate was 21.0% for the six
months ended June 30, 2022, as compared to 17.3% for the six months ended June
30, 2021. The increase in our effective tax rate, as compared to the same period
in the prior year, was primarily driven by decreases in tax benefits related to
share-based compensation and higher taxes on international income.


                                       49
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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. As of June 30, 2022, we had $114.4 million
of cash and cash equivalents, as compared to $144.5 million as of December 31,
2021. Working capital totaled negative $123.7 million as of June 30, 2022, as
compared to $192.1 million as of December 31, 2021. The change in working
capital is primarily due to the borrowings under our Credit Facility. As of June
30, 2022, we had borrowing availability of $387.6 million under our $1 billion
Credit Facility, with $611.0 million outstanding borrowings on the Credit
Facility. The general availability of funds under our Credit Facility is reduced
by $1.4 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 at
least 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 marketable securities are generally
available without restrictions to fund ordinary business operations outside the
U.S.

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



Cash, cash equivalents and marketable securities                                                     December 31,
(in thousands)                                                                 June 30, 2022             2021

U.S.                                                                         $        3,260          $    2,632
Foreign                                                                             111,101             141,822
Total                                                                        $      114,361          $  144,454

Total cash, cash equivalents, and marketable securities held in U.S. dollars by our foreign subsidiaries

$ 8,558 $ 6,245




Of the $114.4 million of cash and cash equivalents held as of June 30, 2022,
greater than 99% was held as bank deposits. Cash and cash equivalents at June
30, 2022, included approximately USD $4.8 million of cash held in countries with
currency control restrictions, which limit our ability to transfer funds outside
of the country in which they are held. The currency control restricted cash is
generally available for use within the country where it is held.

During the second quarter of 2022, we decided to wind down and liquidate our
sole Russian subsidiary, as well as its direct Russian operations, which
consisted of marketing and selling diagnostic products for veterinary clinics in
Russia. As a result of this decision, we adopted the liquidation basis of
accounting for this subsidiary. Substantially all assets other than cash were
fully impaired because we believe the carrying amounts are not recoverable. We
also accrued estimated costs that we expect to incur through the end of
liquidation. These adjustments are not material to our balance sheet and are
recorded as operating activities in our unaudited condensed consolidated
statements of cash flow. Our direct Russian operations were not material to our
financial statements and are not considered discontinued operations.


                                       50
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The following table presents additional key information concerning working
capital:
                                                                                               For the Three Months Ended
                                                 June 30, 2022            March 31, 2022            December 31, 2021          September 30, 2021    
June 30, 2021

Days sales outstanding (1)                            43.2                      42.0                       42.4                        42.7                         42.2
Inventory turns (2)                                    1.5                       1.6                        2.0                         1.9                          2.1


(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 represent inventory-related cost of product revenue for
the 12 months preceding each quarter-end divided by the average inventory
balances at the beginning and end of each quarter.

The decrease in inventory turns over the current year is a result of larger inventory on-hand, as we have increased inventory to sustain levels of product availability, as well as higher inventory related to our new ProCyte One analyzer.

Sources and Uses of Cash

The following table presents cash provided (used):



                                                                        For the Six Months Ended June 30,
(in thousands)                                                   2022                  2021              Dollar Change

Net cash provided by operating activities                 $    180,556             $  358,377          $     (177,821)
Net cash used by investing activities                          (96,924)              (199,250)                102,326
Net cash used by financing activities                         (105,387)              (309,868)                204,481
Net effect of changes in exchange rates on cash                 (8,337)                (1,053)                 (7,284)
Net change in cash and cash equivalents                   $    (30,092)

$ (151,794) $ 121,702





Operating Activities. The decrease in cash provided by operating activities of
$177.8 million was driven primarily by a decrease in net income as a result of
research and development investments, and changes in other assets and
liabilities, as well as inventory. The following table presents cash flow
impacts from changes in operating assets and liabilities:

                                                                         For the Six Months Ended June 30,
(in thousands)                                                   2022                   2021              Dollar Change

Accounts receivable                                       $     (53,794)            $  (50,721)         $       (3,073)
Inventories                                                     (49,349)               (20,412)                (28,937)
Accounts payable                                                 (6,735)                 3,812                 (10,547)
Deferred revenue                                                 (2,344)                (5,037)                  2,693
Other assets and liabilities                                    (94,729)               (55,162)                (39,567)
Total change in cash due to changes in operating
assets and liabilities                                    $    (206,951)            $ (127,520)         $      (79,431)



Cash used increased due to changes in operating assets and liabilities during
the six months ended June 30, 2022, as compared to the same period in the prior
year, by approximately $79.4 million. Cash used for inventory in the current
period, as compared to the prior period, was higher primarily to support
increasing demand, and to mitigate potential supply-chain impacts. The increase
of cash used for other asset and liabilities was primarily due to payroll timing
and lower non-cash operating expenses recorded as accrued liabilities, as
compared to the same period in the prior year.

We have historically experienced proportionally lower net cash flows from
operating activities during the first quarter and proportionally 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.

During the second quarter of 2022, we entered into two arrangements to license
intellectual property. Under one arrangement we paid $45.0 million and expect to
issue subsequent milestone payments during 2022 of $10.0 million. Under the
second arrangement, we paid $25.0 million for an equity investment and $5.0
million for license rights, with expected
                                       51
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subsequent milestone payments of $20.0 million. The $25 million paid for the
equity investment is reflected in investing activities, while the $50 million
paid during the quarter to license intellectual property is reflected in
operating activities.

Investing Activities. Cash used by investing activities was $96.9 million for
the six months ended June 30, 2022, as compared to $199.3 million for the same
period in the prior year. The decrease in cash used by investing activities was
primarily due to the acquisition of ezyVet in the prior year, partially offset
by an equity investment and the acquisition of an intangible asset during the
second quarter of 2022.

Our outlook for full year capital spending is approximately $180.0 million for 2022.



Financing Activities. Cash used by financing activities was $105.4 million for
the six months ended June 30, 2022, as compared to $309.9 million of cash used
for the same period in the prior year. The decrease in cash used by financing
activities was due to a $537.5 million increase in borrowings under our Credit
Facility, partially offset by $252.3 million in additional repurchases of our
common stock in the current period as compared to the same period in the prior
year. Cash was also used to pay off our $75.0 million 2022 Series A Notes when
due and payable on February 14, 2022.

Cash used to repurchase shares of our common stock increased $252.3 million
during the six months ended June 30, 2022. 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 activities and the share price. Refer to Note 12 to
the unaudited condensed consolidated financial statements in Part I. Item 1. of
this Quarterly Report on Form 10-Q for additional information about our share
repurchases.

Under our Credit Facility, the net borrowing activity during the six months
ended June 30, 2022, as compared to the same period in the prior year, increased
$537.5 million. As of June 30, 2022, we had $611.0 million outstanding
borrowings under the Credit Facility. The obligations under our Credit Facility
may be accelerated upon the occurrence of an event of default under the 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 Credit Agreement 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 laws and regulations. The financial covenant is a
consolidated leverage ratio test.

On February 2022, we paid off our $75.0 million 2022 Series A Notes with cash
provided by operations and financing activity. Should we elect to prepay any of
our senior notes, such aggregate prepayment will include the applicable
make-whole amount(s), as defined within the applicable Senior Note Agreements.
Additionally, in the event of a change in control of the Company or upon the
disposition of certain assets of the Company the proceeds of which are not
reinvested (as defined in the Senior Note Agreements), we may be required to
prepay all or a portion of the senior notes. The obligations under the senior
notes may be accelerated upon the occurrence of an event of default under the
applicable Senior Note Agreements, each of 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 ERISA,
the failure to pay specified indebtedness, and cross-acceleration to specified
indebtedness.

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 country's 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.


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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") not to exceed 3.5-to-1. As of June 30, 2022, we were in
compliance with such covenant. The following details our consolidated leverage
ratio calculation:

(in thousands)                                            Twelve Months ended
Trailing 12 Months Adjusted EBITDA:                          June 30, 2022

Net income attributable to stockholders (as reported)    $            663,950
Interest expense                                                       29,924
Provision for income taxes                                            159,514
Depreciation and amortization                                         108,795
Acquisition-related expense                                             3,008
Share-based compensation expense                                       

42,786


Extraordinary and other non-recurring non-cash charges                  1,353
Adjusted EBITDA                                          $          1,009,330

(dollars in thousands)
Debt to Adjusted EBITDA Ratio:                               June 30, 2022

Line of credit                                           $            

611,000


Current and long-term portions of long-term debt                      

767,995


Total debt                                                          

1,378,995


Acquisition-related contingent consideration payable                    7,144
Financing leases                                                            8
Deferred financing costs                                                  456
Gross debt                                               $          1,386,603
Gross debt to Adjusted EBITDA ratio                                      

1.37



Less: Cash and cash equivalents                          $            

114,362


Net debt                                                 $          

1,272,241


Net debt to Adjusted EBITDA ratio                                          

1.26





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 30, 2022, are described in Note 16 to the unaudited condensed consolidated financial statements in Part I. Item 1. of this Quarterly Report on Form 10-Q.


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